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HomeMy WebLinkAbout2nd optional renewal year for the parking ticket management and payment processing functionsDuncan Sulutrons Salv_icc 13nre"Ill AGREEMENT for PROCESSING and COLLECTING PARKING, CITATIONS This Service Agreement is made by and between Citation Management, a Division of Professional Account Management, LLC, a Duncan Solutions Inc. Company and hereinafter referred to as "Contractor" and the City of Evanston, IL, hereinafter referred to as "City" and entered into this LE day of January, 2008. The parties intend by this Agreement to provide for the processing of fines, penalties, and forfeiture thereof, in connection with the issuance of citations for parking violations, and the collection of delinquent parking fines and penalties pursuant to the laws of the State of Illinois. City desires Contractor to undertake collection of outstanding parking ticket fines, penalties and costs owed to the City which have become delinquent. Said delinquent parking ticket fines, penalties and costs are those which remain outstanding and unpaid 90 calendar days subsequent to the date on which they were issued, unless otherwise requested by City (hereinafter collectively referred to as Debts). The Parties agree to incorporate by reference the Request for Proposals (07-30) issued by the City in August of 2006 and any addenda subsequently provided thereafter. In addition, the parties agree to incorporate by reference the proposal response submitted by the Contractor dated September 14, 2006. In the furtherance of this purpose, the parties hereby do agree to the following terms and conditions. ARTICLE I - PROCESSING 1.1 DESCRIPTION OF SERVICES Contractor shall provide the hardware, software, and related services required to process parking citations. Such provisions are outlined in RFP #07-30 and are described in further detail in this Service Agreement. In accordance with this Service Agreement, Contractor shall act on the City's behalf as an outsourcing agent responsible for processing payments resulting from the issuance of parking tickets by the City's Parking Enforcement Officers. Contractor shall in turn provide the City with access (as defined in Section 1.7) to a web -based outsourced computer program configured to support the City's servicing of customers issued parking citations as well as to support the administrative adjudications functions. 1.2 REFERRAL AND RECONCILIATION Contractor shall send Requests for Registered Owner Information to the State(s) Department of Motor Vehicles (DMV) within one week of issuance of the citation. Within one week of being furnished with such Registered Owner Information by the State(s) DMV's, Contractor shall mail the first Notice of Illegal Parking to the Registered Owner along with the penalty or requested fine amount. Contractor shall send a second Notice of Illegal Parking to the Registered Owner along with the penalty or requested fine amount. The second Notice shall not be sent on the same date as that of the first notice. The second notice shall be sent between the 20th and the 45th day after issuance of the citation. All such notices shall be in strict conformity as prescribed by Illinois State Law or the law of the jurisdiction in which the Owner of the vehicle resides. Reconciliation is defined as the act of ensuring Contractor's records are updated to reflect both handwritten and computer -based ticket information. Contractor shall receive and process parking citations, which the City mails or delivers to it. The City shall deliver, mail, or transmit all parking citations issued each calendar month. The Contractor will make five (5) pickups of parking citations at the office of the City each week. Contractor will provide a daily reconciliation of the number of citations delivered by the City. 1.3 COMPUTER PROGRAMS AND HARDWARE Contractor will provide all of the computer programs, written procedures and other supporting items used in carrying out the purpose of this Agreement and as described in Attachment A. The Contractor will provide the AutoCITEs and other computer equipment listed on Attachment A. 'the Contractor shall be responsible for the warranty and maintenance of all the hardware and software including the AutoCITEs and other computer equipment listed on Attachment A. The City is responsible for any damage, loss, and/or theft of any/ail computer hardware, software, and/or equipment used by the City at the City location. The City will include the equipment described herein under its general liability insurance policy. 1.4 BASE PROCESSING Citations issued by the City (AutoCITE or manual) will be entered onto the Contractor's Service Center Computer System and cleared upon payment or other disposition. Requests for Registered Owner information will be sent to the appropriate Departments of Motor Vehicles (DMV). The Notice of Illegal Parking (NOI) will be generated and mailed to the Registered Owner in the penalty or fine amount requested. Return payments will be made directly to the Contractor. DMV registration holds will be placed on vehicles having unpaid parking fines and fees due against those vehicles according with the Illinois Vehicle Code and other applicable state and local laws. The City will be responsible for any and all Court, Confidcnitnl Pogo 1 11912,008 Duncan Soluirons Service 131110111 State, and DMV charges for the hold placement. DMV holds shall be removed through DMV when the registered owner satisfies the entire amount of parking citation fines, fees, and penalties due against the vehicle. To effectuate this, Contractor shall immediately notify the DMV upon payment of said citation fines, fees, and penalties. Once the citations have been entered into the system, it will be the Contractor's responsibility to complete all the processing required by the Agreement, even after the termination of the Agreement. 1.5 NOTICE GENERATIONS AND MAILING The Notice of Illegal Parking (NOI) will be generated by Contractor and inailed by the Contractor to the Registered Owner requesting a hearing appearance or immediate payment of the penalty and/or fine amount due. Postage for the notices will be paid by the Contractor and billed to the City for reimbursement Return payments will be made directly to the Contractor. The Contractor will complete all collections and banking activity. 1.6 SUSPENSION OF PROCESSING Contractor shall immediately suspend processing any citation referred to it for processing upon written notice tone so by the City. Contractor shall maintain records indicating any suspension of a citation as a result of City's request. Contractor shall be paid the contractual rate hereinafter provided for processing these suspended citations. 1.7 COMPUTER SYSTEM Contractor will provide City with Internet inquiry capability at the City location for inquiry into the system for retrieval of parking citation information. This capability will be in the form of twenty-five (25) concurrent user licenses installed at the City location, including one instance to be located on the Contractor installed ALItoISSUE PC. The City will be responsible for all Internet connection and/or line costs. 1.8 CONTESTED CITATIONS In the event a registered vehicle owner disputes the liability for the outstanding parking citation, the Contractor shall advise the registered vehicle owner of his/her right to request a court appearance, or an administrative review or hearing by the City. 1.9 CITATIONS DISPOSED OF BY REVIEW NEARING OR COURT The Contractor, as a result of an administrative review or hearing, or court action, may be required to reduce, cancel or void, on an individual basis, parking citations, which have been referred to it. Contractor shall be paid the contractual rate hereinafter provided for processing the citation regardless of the outcome of such action. Contractor shall maintain records indicating any reduction or cancellations of parking citations as a result of such action. 1A0 OUT-OF-STATE CITATIONS FOLLOW-UP COLLECTIONS Out -of -State citations will be entered onto the system the same as in -state citations. If they become delinquent (as specified in Articles X through XV) a collection follow-up process will be completed by the Contractor. Requests for registered owner information will be sent to the appropriate state and delinquent notices will be mailed. The fine and penalty amounts will be requested from the registered owner and instructions issued for payment to the Contractor. The fee for this follow-up collection service is listed on Attachment A. 1.11 COLLECTION AND DEPOSIT OF FUNDS At the direction of the City, the Contractor shall collect and deposit monies received for the payment of parking citation fines and fees into a parking account with a financial institution local to the Contractor. Compensating balances on deposit in the account will offset bank charges. If such balances are not sufficient to cover such charges the Contractor shall pay such additional charges and then bill the City accordingly with the monthly reporting and billing process. Contractor will receive payments from vehicle owners through the mail. In the event that the bank is not acceptable to City, for whatever reason, City shall notify Contractor of such unacceptability in writing. Contractor shall then have 30 days to obtain an account at a financial institution mutually acceptable to both parties. All accounts, books, records, bank statements, etc. concerning the receipts and payments or processing of any citations sent to contractor shall be open for inspection by City at all reasonable hours. 1.12 COLLECTION DISBURSEMENT Contractor shall disburse (at minimum) bi-monthly monies on deposit from the payment of parking citation fines and fees to the City. Disbursements of payments shall commence no later than 1 day after the date of execution herein. Contractor requires that a minimum weekly balance of $5000 will remain in the parking CouRden(int Page 2 11912008 Quncan Snlutrons Service Bureau account at all times to account for NSF's, chargebacks, fees, return deposit items, refunds, etc. In the event of the termination of this contract, the remaining holdback amount will be released net any fees, return deposit items, and refunds issued on the City's behalf. 1.13 IVR PAYMENTS Contractor shall provide the public with the ability to pay parking citations using an accepted credit card via the Contactor -provided Interactive Voice Response system. The cost for this service, including credit card discount fees, will be recovered by the Contractor in the form of a convenience fee assessed to the violator for each such credit card payment. At no time shall the City be responsible for paying said convenience fee. 1A4 INTERNET PAYMENTS At the option of the City, the Contractor shall provide the public with the ability to pay parking citations using an accepted credit card via the Contractor -provided Internet payment site. All other costs for this service, including credit card discount fees, will be recovered by the Contractor in the form of a convenience fee assessed to the violator for each such credit card payment. At no time shall the City be responsible for paying said convenience fee. ARTICLE 11- GENERAL 2.1 PUBLIC INQUIRIES Contractor will provide images of the correspondence relating to parking citations to the City. The City will process any such parking citation related correspondence received by the Contractor. Explanations of the process for contesting violations, including the judicial appeal of the administrative review, hearing, or court appearance that may come to the attention of the City, will be handled by the City with the guidelines set forth in the Illinois Vehicle Code and the City Code. The City will schedule Court and/or City Hearings and Administrative Reviews where applicable. Contractor shall, in all dealings with public, act in a courteous, professional and business -like manner. 2.2 CONTRACTOR LIMITATIONS Contractor may not do any of the following, without City's prior approval, in writing: (a) Take any legal action; (b) Threaten any legal action; or (c) Make any communication, oral or written, regarding potential legal action. (d) Disclose any information regarding driving records or registration information which is in violation of the provisions of the laws of the State of Illinois. Nor shall contractor do anything that is in violation of Federal law or the law of any other jurisdiction wherein an owner resides; nor release information, including, but not limited to addresses of owners, drivers license numbers, social security numbers, or license plate numbers. 2.3 USE OF APPROVED FORMS All forms, delinquency notices, and correspondence sent by the Contractor must conform to State and local law and City procedures, and be approved by the City. City may withdraw approval of the use of any forin or correspondence upon written notice mailed or faxed to Contactor. Upon receipt of such disapproval, Contractor shall cease using such form, notice or correspondence. 2.4 TAXES AND FEES The Contractor will meet any City requirements for a Business License, Local or State Sales or Use Taxes, but the cost of such license, state or local taxes, or any other recurring fees will be the responsibility of the Contractor. ARTICLE /// - COMPENSATION The City shall compensate the Contractor for services according to the Schedule of Fees attached hereto as Attachment A and the terms of this Article III. 3.0.1 REVENUE GUARANTEE Contractor shall guarantee performance under this Agreement. The period of performance under this guarantee shall be measured for one calendar year beginning at the first day of the first full month Immediately following the Go Live date following the implementation of the system. The Contractor guarantees an increase of gross annual parking ticket revenue for the period of performance, as defined in the preceding sentence, in an amount sufficient to offset the costs of parking ticket processing products and services provided by the Contractor to the City. The guarantee is based on data provided by the City Corfirinnum Page 3 1/91_2.&8 Domain Svwiions Service Btire,vr relative to the number of valid parking citations issued in FY 2007, A summary of that data, terms, assumptions and conditions is provided in Attachment B of this document. 3A PROCESSING SERVICES For performance of the processing services described in Article I, the City will pay the Contractor the rate set forth on the Schedule of Fees, Attachment A, for each parking citation issued and/or processed by the Contractor, regardless of the ultimate disposition of such citation. No extra processing charge shall be made for a citation determined to be unprocessable pursuant to paragraph 1.2 and subsequently corrected and re- entered into the database. Out -of -State Collection Services, Special Collection Processing Services and any other follow-up services are in addition to regular processing as described in the Schedule of Fees. The contingency fees apply only to delinquent Out -of -State Collection Services, delinquent Special Collection Processing Services and/or any other delinquent follow-up services. The City shall not be required to pay a contingency fee for any citation paid within 90 days after it is issued. 3.2 BILLING AND PAYMENT PROCEDURES Contractor shall provide the City on a monthly basis with a statement and fee analysis that accurately reflects the fees earned during the preceding period. Contractor will invoice the City on a monthly basis for services provided for the previous period. The City shall either approve or reject all or pail of the service fees detailed in the invoice. If the invoice or individual fees within the invoice are rejected by the City, Contractor will be notified, and both parties shall use their best efforts to resolve the disputed items. Items on the invoice that are not in dispute will be paid in full by the City subject to the terms of the Illinois Prompt Payment Act. In the event that Contractor & City cannot resolve the dispute, either party may proceed at law or in equity subject to the limitation set forth in paragraph 9.3 of Article Vill, In addition, if either party defaults, the Parties may renegotiate this Contract. Contractor agrees that it will keep all moneys collected by it for processing separate and apart from its own funds and the funds of other municipalities with which it contracts and will keep a separate, full and correct account of all moneys, checks, drafts, money orders and other evidences of indebtedness received by Contractor on behalf of City. This account shall at all times be subject to the inspection of City and Contractor will from time to time, when requested, render a full, true and correct statement to City of all moneys, checks, drafts, money orders or other evidences of indebtedness collected by Contractor as agent from the date of execution of this Contract. 3.3 CONTRACT ADJUSTMENTS All postage for this agreement will be paid by the Contractor and then itemized on the monthly billing to City for reimbursement. If the postal rates increase during the tern of this Agreement, the compensation the City has agreed to pay the Contractor shall be raised immediately to offset the direct effect of the postal increase paid by the Contractor. 3.4 AUDITING PROCEDURE The City may conduct an audit of Contractor's financial records, books of accounting, financial statements, accounts receivables, accounts payables, federal, state and local tax records and any and all other financial records to insure proper accounting of deposits and fees. City has the right to require such audit and such audit shall take place during reasonable business hours at the office of the Contractor. ARTICLE IV - TERM OF AGREEMENT 4.1 PERIOD OF PERFORMANCE The Period of Performance under this Agreement shall be for three (3) years and shall commence upon the approval of this Agreement as attested by the signing by the City and the Contractor. 4.2 AUTOMATIC RENEWAL The term of the Agreement may be renewed annually for additional periods by the mutual written agreement of both parties, after the initial three (3) year period. 4.2.1 CONSUMER PRICE INDEX ADJUSTMENTS (RENEWAL YEARS) The Contractor will be entitled to annual cost of living adjustments beginning on the first date of any renewal periods following the initial three (9) year period, based on the Chicago Area Consumer Price index (CPI). This increase shall be automatic and effective upon the anniversary each year of the renewal agreement. 4.3 PRICE INCREASES Contract price increases are specified in Attachment A. Any other increase in price for this Agreement, excepting postage in paragraph 3,3 and CPI in paragraph 4.2.1, shall require prior written approval by the City and must be requested by the Contractor thirty(30) days prior to the anniversary date of the Agreement. Confidential Page 4 119/2008 Drwcau .Sotutirwrs _ Se rvice 13ure_ru 4.4 COMPENSATION Upon termination of this Agreement, Contractor shall be compensated for parking citations properly processed in accordance with this Agreement through the date of termination of the Agreement. Upon termination of the Agreement, Contractor shall, within 30 days of termination of the Agreement, deliver to City any and all citations which have not been processed by Contractor as well as any and all information previously obtained from the City necessary to complete the processing of such citations, whether that information is contained in an electronic storage system or in writing. 4.5 APPROPRIATION CLAUSE This Agreement shall be subject to the availability of an appropriation by the City of Evanston, IL in each fiscal year; provided, however, that (i) the City of Evanston agrees to use its reasonable best efforts to obtain such appropriation in its budget, and (ii) that in the event the City of Evanston fails to obtain an appropriation for the services described herein, the City of Evanston covenants and agrees that it shall not contract with any other outside entity to provide the same or similar services during said fiscal year. 4.6 RETURN OF DATA Upon termination of this Agreement for any reason, Contractor shall return all data, files, and any other information related to the services provided under this Agreement to the City, in a format deemed acceptable by the City at the time of return. ARTICLE V - CONFIDENTIALITY 5.1 MATERIALS CONFIDENTIAL All reports, information, data files and tapes furnished or prepared by the Contractor, its sub -contractors, successors or assigns (to the extent hereinafter allowed) for the purpose of transmittal to the City pursuant to this Agreement are confidential. 5.2 CONSENT REQUIRED FOR DISCLOSURE No report, news release, advertisement, information, data files, or tapes furnished or prepared by the Contractor or its sub -contractors, successors or assigns, shall be made available to any individual or organization without the prior written approval of the City, other than individuals or organizations who are reasonably necessary to effectuate the terms and conditions of this Agreement or as required by State law. Contractor acknowledges that the City is a public entity and may be required to disclose the contents of this Agreement as a result of a Public Records Request. The City may disclose the contents of this Agreement in response to any such request that follows the statutory requirements and procedures governing such request. ARTICLE VI - CLAIMS AND ACTIONS 6.1 REASONABLE ASSISTANCE OF CONTRACTOR In the event any claim or action is brought against the City relating to Contractor's performance or services rendered under this Agreement, the Contractor shall render any reasonable assistance and cooperation, which the City might require. 6.2 NOTIFICATION OF CLAIM OR ACTION In the event any claim or action is brought against the Contractor relating to the Contractor's performance of services rendered under this Agreement, the Contractor shall notify the City, in writing, within five (5) days, of said claim or action. 6.5 INSURANCE Contractor shall carry and maintain at its own cost with such companies as are reasonably acceptable to City all necessary liability insurance (which shall include as a minimum the requirements set forth below) during the term of this Agreement, for damages caused or contributed to by Contractor, and insuring Consultant against claims which may arise out of or result from Contractor's performance or failure to perform the Services hereunder: (1) worker's compensation in statutory limits and employer's liability insurance in the amount of at least $500,000, (2) comprehensive general liability coverage, and designating City as additional insured for not less than $3,000,000 combined single limit for bodily injury, death and property damage, per occurrence, (3) comprehensive automobile liability insurance covering owned non - owned and leased vehicles for not less than $1,000,000 combined single limit for bodily injury, death or property damage, per occurrence, and (4) errors and omissions or professional liability insurance respecting any insurable professional services hereunder in the amount of at least $1,000,000. Contractor shall provide City with certificates of insurance and, if requested by City, certified copies of the policies of Conridenlial Faye 5 11912008 Ouncan Soluiiojis Scrv_ice Surenu insurance evidencing the coverage and amounts set forth in this Section. Contractor's certificate of insurance shall contain a provision that the coverage afforded under the policy(s) will not be canceled or reduced without thirty (30) days prior written notice (hand delivered or registered rnail) to City. Contractor will maintain at least the minimum level of insurance and bond coverage which is required by ACA and state law in all jurisdictions in which it is engaging in collection activity to collect Debts placed with it by the City. 6.6 INDEMNIFICATION Contractor shall defend, indemnify and hold City harmless from and against any loss, cost, damage, liability or expense (including reasonable legal fees) suffered or incurred by the City in connection with any claims, suits, or damages arising out of physical property damage or bodily injury caused by the negligence or misconduct of Contractor or its employees or agents while the terms and conditions of this Agreement remain enforceable 6.7 LIMITED LIABILITY In no event shall City be liable to Contractorfor a monetary amount resulting from any dispute arising under this Agreement greater than the total amounts paid pursuant to this Agreement in the year the dispute arises, and in no event shall City be liable to Contractor for any loss, injuries or consequential damages of any person or entity whether arising in contract, tort or otherwise, even if City has been advised of the possibility of such damages. The limitations set forth in this section shall apply even if any other remedies fail of their essential purpose. 6.8 CRIMINAL BID VIOLATIONS Contractor certifies that it has not been barred from being awarded a contract with a unit of State or local government as a result of violation of Section 33E-3 or Section 33E-4 of the Criminal Code of 1961 (bid rigging or bid rotating). 6.9 SEXUAL HARASSMENT POLICY Contractor certifies that it has a written sexual harassment policy that includes, at a minimum, the following information: (1) the illegality of sexual harassment, (2) the definition of sexual harassment under State law, (3) a description of sexual harassment utilizing examples, (4) Contractor's internal complaint process including penalties, (5) legal recourse, investigation and complaint process available and (6) protection against retaliation ARTICLE Vll - SUS -CONTRACTING AND ASSIGNMENTS 7.1 SUB -CONTRACTING Contractor is authorized to engage sub -contractors at the Contractor's expense. Contractor shall notify City of the name, address, and other personal information reasonably requested by City regarding any proposed sub -contractor, within 24 hours after Contractor retains said services. If City disapproves of the use of such sub -contractor, Contractor shall immediately cease to use same on City's account. This approval by the City may not be unreasonably withheld. 7.2 ASSIGNMENTS This Agreement may not be assigned without the prior written consent of the City. ARTICLE Vill - INDEPENDENT CONTRACTOR 8.1 CONTRACTOR'S RELATIONSHIP The Contractor's relationship to the City in the performance of this Agreement is that of an independent Contractor. Contractor shall not hold itself out to be or allow itself to be considered as an agent or employee of the City. Personnel performing services under this Agreement shall at all times be under the Contractor's exclusive direction and control and shall be employees of the Contractor and not employees of the City. Contractor shall pay all wages and salaries and shall be responsible for all reports and obligations respecting them relating to social security, income tax withholding, unemployment compensation, worker's compensation, and similar matters. Neither Contractor nor any agent or employee of Contractor shall obtain any right to retirement benefits or other benefits that accrue to employees of the City, Contractor hereby expressly waives any claim it might have to such rights. Contractor shall not bind nor attempt to bind City to any Agreement without City's consent. 8.2 EQUAL OPPORTUNITY EMPLOYER Contractor is an Equal Opportunity Employer and does not discriminate in its hiring, firing, or other employment practices. Con(iderrtral Page 6 1/9/2008 Duncan •SOIU60175 Se£vice Bureau ARTICLE IX- ENTIRE AGREEMENT 9.1 INTEGRATED AGREEMENT This contract is intended by the parties as a final expression of their Agreement for Processing and Collecting Parking Citations and also as a complete and exclusive statement of the terms thereof, any prior oral or written Agreement regarding the same subject matter notwithstanding. This Agreement may not be modified or terminated orally, and no modification or any claim of waiver of any of the provisions shall be effective unless in writing and signed by both parties. 9.2 COMPLIANCE WITH APPLICABLE LAWS Contractor shall become familiar with and shall at all times comply with and observe all federal, state and local laws, ordinances, and regulations which in any manner affect the Project or the Contractor's conduct. 9.3 GOVERNING LAW City and Contractor agree that the law governing this Agreement shall be that of the State of Illinois. 9A SEVERABILITY If any particular provision of this Agreement is determined to be invalid or unenforceable, that determination will not affect the other provisions of this Agreement, which will be construed in all respects as if the invalid or unenforceable provision were omitted. 9.5 ATTACHMENTS If any language or figures contained in any attachments or exhibits referenced herein are in conflict with this contract, this contract shall prevail. 9.6 WRITTEN COMMUNICATION All material communications between the parties hereto shall be in writing. 9.7 NOTICES TO PARTIES Any notice required under this Agreement to be given to either party may be given by depositing in the United States mail, postage paid, first-class, a notice addressed to the following: Contractor: Citation Management, a division of Professional Acct. Mgt. LLC, a Duncan Solutions, Inc. Company 633 W. Wisconsin Ave Suite '1600 Milwaukee, IL 53203 City: City of Evanston Office of the City Manager 2100 Ridge Avenue Evanston, IL 60201 and City of Evanston Legal Department 2100 Ridge Avenue Evanston, IL 60201 _..___ .. _ .. _......_.-- ---_. _- Con(iclrnllol Pai7c 1 1/9/200£3 Duncan Solutions _-_Soiyice Bure it ARTICLE X - CITY PERFORMANCE AS RELATED TO COLLECTIONS 10.1 AUTHORITY TO COLLECT. City hereby authorizes Contractor to use ordinary, reasonable, and legal means to collect the Debts placed with Contractor by City. 10.2 OWNERSHIP OF DEBTS. The City shall maintain ownership of all Debts placed with Contractor for collection under this Agreement. City maintains legal rights and title to these accounts unless other arrangements are made in writing between the Parties. 10.3 CITY'$ RIGHT TO LEGAL PROCESS. City in its sole discretion shall decide whether to pursue the collection of a Debt through the legal process, which may include the hiring of an attorney at law. Such attorney, if hired, shall be the City's attorney. The City shall make all decisions regarding litigation, garnishment, or other legal process, including but not limited to any issues pertaining to the statute of limitations, Contractor shall not be responsible or liable in any respect for the performance of such attorney. 10.4 CITY'S DUTY TO PROVIDE INFORMATION. The City agrees to provide the Contractor with the information it has obtained regarding each Debt placed under this Agreement. It is the obligation of the City to provide the Contractor with the information it has regarding the bankruptcy, death, legal disability or other defenses (including a statute of limitations defense) which may prohibit or delay the collection of the Debt or in any way impact the ability of the Contractor to collect the Debt. 10.5 CITY WARRANTIES. City warrants that the Debts placed with Contractor have been reviewed prior to transfer to the Contractor in accordance with this Agreement and that the balances reported to Contractor are correct, that the obligors known to the City on the Debts have been disclosed and that all disputes and defenses of debtors have been reported to Contractor to the best of City's knowledge. 10.6 NOTICE OF DISPUTE. The City shall inform the Contractor in writing, or by such other means as the parties may expressly agree from time to time, of any Debts subject to this Agreement that the City knows to be in dispute. It is further understood and agreed that the parties hereto have entered into an Agreement whereby the Contractor will be responsible for the processing and collection of all outstanding parking citations and, as such, will be primarily responsible to ascertain if a Debt is in dispute. Disputes under this provision include both oral and written indications or statements by the debtor or any third party that the Debt is in dispute, and includes but is not limited to a request for validation of the Debt. If such dispute is made in writing, City shall also notify Contractor of the date of the writing and provide Contractor with the original dispute or a copy thereof. 10.7 CITY'S CONTINUING DUTY. City has a continuing obligation to provide Contractor with the information required in paragraph 10.6of this Agreement during the time such Debt is placed with Contractor for collection as well as any time that the Contractor is furnishing information to a credit reporting Contractor about the Debt. 10.6 AUTHORIZATION TO RECEIVE PAYMENT AND ENDORSE INSTRUMENTS. City authorizes and appoints Contractor to collect and receive for City all sums of money due or payable to City for Debts placed with Contractor for collection or credit reporting. Contractor shall have authority to receive payment in cash, check or money order, and shall have authority to endorse checks, drafts, money orders and other negotiable instruments which may be received in payment. Contractor shall remit all money received, promptly and as otherwise required by law and this Agreement. Contractor further acknowledges all remittances received pursuant to the terms of said Agreement are to be immediately deposited into a proper Trust Account in a banking institution approved by City. Said payments are received by Contractor in a fiduciary capacity for the benefit of City. 10.9 AUTHORIZATION TO INVESTIGATE. City expressly authorizes Contractor to perform investigatory services in relation to the ordinary debt collection activities it performs for City. No such investigatory services shall be violative of any federal, state or local law relating to the collection of Debts. Confideufial Page 8 11912008 Duncan Solrriions `service Bureau ARTILCE XI — CONTRACTOR PERFORMANCE AS RELATED TO COLLECTIONS 11.0 REASONABLE AND PROFESSIONAL EFFORTS. Contractor will use all reasonable efforts to effect collections of Debts referred to it by City. Contractor shall not, under any circumstance, use any threats, intimidation, or harassment of a debtor in the collection of Debts or violate any or other applicable governmental guidelines. Collection activities shall be in compliance with all federal, state and local laws or regulations, and be performed In a professional and businesslike manner, consistent with the image and reputation of City. 11.1 AGREEMENT TO COLLECT. Contractor agrees to provide debt collection services to City in compliance with all applicable laws, regulations, licensing requirements and bonding requirements. 11.2 DOCUMENTATION OF ACCOUNTSIFINANCIAL REPORTING. Contractor shall provide City with detailed monthly reports of its collection activity regarding each Debt. The reports shall include the principal amount of the Debt; all amounts collected to date including any allowable fees, costs and interest; all dispute information; requests for validation by debtor; agreements by the debtor regarding future payments, bankruptcy, death or legal disability of the debtor; the amount due to the Contractor, the amount remitted to the City and the amount remitted to any attorney. Such reports shall also include the name of the financial institution into which said funds have been deposited as well as the number(s) of such accounts and the dates when such payments were received by the Contractor. 11.2.1 AUDIT. The City may request an audit of Contractors financial records, books of accounting, financial statements, accounts receivables, accounts payables, federal, state and local tax records and any and all other financial records which City may reasonably request to insure proper accounting of deposits and fees. City has the right to request such audit at least four times per year or in the event of a material issue related to the financial records for the collection of Debts. City shall provide a written request for such an audit at least five (5) business days in advance of the audit. Such audits shall take place during reasonable business hours at the office of the Contractor. City will conduct such audits at their own expense. 11.3 CREDIT REPORTING. Contractor will report information regarding any Debt placed with it for collection in accordance with this Agreement to the following Consumer Reporting Agencies: Equifax, Experian and Trans Union. Contractor will comply with the Fair Credit Reporting Act (FORA) and all applicable state, federal, and local laws in making such reports. 11.4 ADHERENCE TO ACA CODE. Contractor will abide by the standards set by the American Collectors Association, Inc. (ACA), which includes the ACA Code of Ethics and the ACA Code of Operations. 11.5 LICENSES AND CERTIFICATES OF AUTHORITY. Contractor will maintain all licenses and certificates of authority which are required by law in each state in which it is engaging in regulated collection activity with regard to Debts placed with it by City 11.6 TRUST ACCOUNT. Contractor warrants that it will maintain a trust account as required by any state law or regulation in which it is engaging in collection activity to collect Debts placed with it by the City. Contractor requires that a minimum weekly balance of $5000 will remain in the Trust Account at all times to account for NSF's, chargebacks, fees, return deposit items, refunds, etc. in the event of the termination of this contract, the remaining holdback amount will be released within sixty (60) days net any fees, return deposit items, and refunds issued on the City's behalf. 117 METHODS OF DEBT COLLECTION. Contractor shall use only ordinary and reasonable collection efforts as permitted by law and shall comply at all times with the Fair Debt Collection Practices Act (FDCPA), the Fair Credit Reporting Act (FCRA) and all other applicable state, federal and local laws and regulations. Con(idenhol Page 9 -119/2008 pit tcan.Solutig i Service f3tuentl ARTICLE XII —LEGAL PROCESS AS RELATED TO COLLECTIONS 12.1 DECISION MAKING AUTHORITY. City reserves the right to decide whether Debts shall be placed in litigation, including Debts subject to a forwarding agreement, in keeping with this authority, City may authorize Contractor in writing to retain an attorney for City on prescribed terms and to commence litigation in the name of the City. Contractor shall obtain City's approval of the attorney selected prior to retaining said attorney. 12.2 AUTHORITY AND ROLE OF ATTORNEY. An attorney selected by Contractor, pursuant to the approval of the City as set forth in section 12.1,shall be considered the City's attorney. City may authorize Contractor in writing to conduct correspondence with any such attorney and to receive payments made by the debtor on its behalf. However, notwithstanding any agreement to the contrary, the conduct of the attorney shall at all times be subject to the control of City, and the attorney may report directly to City or indirectly to City through the Contractor. 12.3 ATTORNEYS FEES. The attorney shalt charge an agreed fee to City directly. Either Contractor or the attorney may advance necessary legal costs as allowed by law, but City agrees to reimburse the appropriate party for previously approved disbursements thus made. When the attorney collects a Debt in whole or in part, attorney will forward monies collected and an invoice itemizing costs associated with collecting that debt 12A FORWARDED CLAIMS. City reserves to itself the decision whether any forwarded Debt shall be placed in litigation, and may appoint in writing such other collection Contractor as its agent to retain an attorney and commence litigation. ARTICLE X111— FEES AND REMUNERATION AS RELATED TO COLLECTIONS 13.1 CONTINGENCY FEE. The cost of the collection services described in this Agreement shall be based upon a contingency fee. A Debt placed for collection with Contractor or with an attorney to obtain judgment or otherwise satisfy payment of this account, shall be subject to a collection fee of twenty-five percent (25%) of the unpaid balance for first placed accounts; those "first placed accounts" shall only be fines, penalties and costs on unpaid parking citations which remain outstanding more than 90 days subsequent to the date of issuance of the citation and/or no earlier than fifteen (16) days from the date of the final processing notice being sent. 13.2 DATE OF REMITTANCE. Along with its periodic reports, Contractor shall remit to City by the tenth of each month, all amounts due to City which Contractor has collected during the previous month, along with an invoice for fees associated with collecting that debt. 13.3 AUTHORITY TO ADVANCE COSTS AND EXPENSES. City authorizes Contractor to advance amounts for court costs, fees on any litigation or legal proceeding which City has authorized in writing and costs which relate to the collection of City's Debts. Contractor will provide an invoice to The City equal to such costs and fees on Debts it collects as reimbursement for Contractor's expenditures. 13.4 REIMBURSEMENT OF COSTS AND EXPENSES. If Contractor advances the payment of any costs or expenses authorized by City by way of this Agreement on that particular Debt to reimburse Contractor for the expenditure; City shall reimburse Contractor for all such previously approved costs and expenses. 13.5 AUTHORIZATION TO ADD INTEREST AND FEES. City authorizes Contractor to add interest, charges, civil penalties, litigation and process fees, court costs and such other expenses relating to the collection of Debts as provided by law or contract and to collect this amount from the debtor. 13.6 ATTORNEY FEES. Contractor may, upon written authorization of City, recover debts owed by debtors under this Agreement by legal action initiated by Contractor's in-house counsel. (11 such circumstances, City authorizes Contractor to add previously approved attorney fees to the principal debt in an amount not to exceed that permitted by law in the jurisdiction in which the debtor is located or by contract, and to collect such attorney fees from the debtor as permitted by law. Any amount of attorney fees collected shall be the property of the City. Confclenliai page 10 11912008 Duncan ,+olrrpons ..>rarvrce Bureau However, any amount of attorney fees collected shall be part of the total amount collected upon which the Contractor's fee is based. 13.7 NSF AND DISPUTED PAYMENTS. In the event that any payment previously reported to the client is returned as NSF or reversed as disputed, Contractor will reverse the amount of such payment and all fees taken on such payment from the current month's billing statement. ARTICLE XIV — RIGHT OF CITY TO WITHDRAW ACCOUNTS AS RELATED TO COLLECTIONS 14.1 TERMS OF WITHDRAWAL. City may request the return of any and all 151 placed collections accounts which it has placed with Contractor within fifteen (15) calendar days of written demand. Contractor agrees to return all such accounts to City along with a financial record of the accounts including amounts collected, commission retained, additional fees, interest and charges added to account as authorized by City, and a detailed account of any amount of money Contractor has expended on behalf of City which Contractor is seeking to retain. ARTICLE XV — AUTHORIZATION TO FORWARD ACCOUNTS AS RELATED TO COLLECTIONS 15.1 TERMS OF FORWARDING. Upon request of Contractor and approval of such request by City, Contractor may forward any of City's claims to another collection Contractor if the debtor has moved out of the general business area of Contractor, and such other collection Contractor shall have authority to exercise all ordinary and reasonable collection efforts as permitted by law, and shall remit any payments made to Contractor less agreed commissions, and Contractor shall then remit to City less any agreed commissions. Contractor shall take the necessary steps to ensure the other collection Contractor abides by the requirements set forth under 11.0, "Reasonable and Professional Efforts," of this Agreement. 15.2 ASSIGNMENT. Except as otherwise provided by law, neither this Agreement nor any rights granted, or payments due or to become due, hereunder, shall at any time be assigned, sold or pledged by the Contractor without prior written consent of the City. ARTICLE XVI — TERMINATION AND NOTICE 16.1 TERM OF AGREEMENT. This Agreement shall become effective upon execution by both parties and shall remain in effect until terminated. 16.2 TERMINATION. This Agreement may be terminated by the City upon not less than seven (7) days' written notice. In the event of a termination of services by the City, the City shall have no liability whatsoever to Contractor after the termination date including any claim for lost profits or opportunities. Contractor shall remit balances due to City under the terms of this Agreement and provide a detailed report to City of collection activity up to and including the date of termination within thirty (30) calendar days of receipt of notice of termination, ARTICLE XVII — HOLD HARMLESS 17.1 CITY REPRESENTATIONS. City agrees to comply with all applicable laws regarding the subject matter of this Agreement, to at all times act in good faith. 17.2 CONTRACTOR REPRESENTATIONS. Contractor agrees to comply with all applicable laws regarding the subject matter of this Agreement, to at all times act in good faith. i;orr(idrnfnl !'ace i'1 9191200$ Duncan Solutions ARTICLE XVNI — GOVERNING LAW S(-p VICE 18.1 APPLICABLE LAW. This Agreement is made pursuant to the laws of the State of Illinois and shall be construed in accordance with those laws ARTICLE XIX— )MISCELLANEOUS 19.1 MODIFICATION. This Agreement shall be modified only by written instrument signed by duly authorized representatives of both parties. 19.2 NONWAIVER. The failure of either pasty to insist, in any one or more instance, upon the performance of this Agreement, or the failure to exercise any right or privilege herein conferred, shall not be construed as a waiver of any such covenant, conditions, rights, or privileges, but the same shall continue and remain in full force and effect. 19.3 AUTHORIZATION. Those signing below warrant that they are representatives of the parties and are authorized to enter into this Agreement, and are acting pursuant to a resolution of their respective boards of directors, if such resolution is required, prior to entering into such agreement. WHEREFORE the parties hereto have entered into the Agreement on the day and year first hereinabove written. The agreement is to be prepared in duplicate and after acceptance by the City; a duplicate copy shall be forwarded to the Contractor. CITATION MANAGEMENT, A DIVISION OF PROFESSIONAL AC OUNT MA AGE LZINT kt, A DUNCAN SOLUTNCORP RAT C ANY: Title: Attest: Title: CITY OF EVANSTON,, [I By: v (/,j `r_-&� City Manager Attest: l in,(' pV Cit'y�er E Coididc-rdial Par 79 1/9/2008 hty)ra o Solvtinir=i_.. _ Service Bureau ATTACHMENT A SCHEDULE OF FEES The processing fee per citation for the period of this Agreement will be based on the following options: AA RATE PER CITATION ISSUED: Seventy-three cents ($0.73) per citation shall be the core services processing fee for all citations processed beginning at the execution of the agreement. Fee is applicable for parking citations generated by handheld computers and/ electronically transferred to the Processing Center, and for manual parking citations processed by the Contractor into the citation master file. POSTAGE is NOT included in this price. A.2 AutoCITE COMPUTERS: (Parking) Eighteen (18) AutoCITE Series X3CIS I-landhelds Three (3) Charger/ Data Transfer Units One (1) Desktop PC (monitor, keyboard, mouse and cables included) One (1) Laser Printer Implementation / Training AutoISSUE.net Software Full Maintenance for the term of the Agreement A.3 CASHIERING EQUIPMENT: Contractor will provide eight (8) on line cashiering terminals. These terminals are to include: - Drawer - Display Pole - Receipt/ Endorsement Printer The cost for these cashiering terminals will be eight ($0.08) per citation issued. AA NOTICE FEES: All Notices (Generally, Summons to Appear Notice, default Notice, Final Judgment Notice, Hearing Result Notice, Notice of and Intent to Immobilize (Boot), Notice of Intent to Suspend Driver's License) will incur a fee of fifteen ($0.15) cents per notice generated (POSTAGE ADDITIONAL). The standard notices will be printed on white, 8.5 X 11 paper and they will include a return envelope (Notices sent to lessees, renters, second registered owners and second addresses, or any other Notice or Letter deemed necessary) will be an additional fee of $.25 per item (POSTAGE ADDITIONAL). An additional fee of $.25 will be charged for any hand processing associated with any notice, letter or correspondence. The Contractor will retain fees collected for the processing of NSF checks. A.5 HABITUAL OFFENDER LETTERS: Habitual Offender Letters may be prepared at City request on City letterhead or on Contractor letterhead or both, accompanied by corresponding delinquent citation information from the habitual offender hotsheet report at a rate of $1.00 per letter mailed A.6 DATA ENTRY Contractor will manually enter any and all handwritten parking citations to the database. The cost for this service will be twenty-five ($0.25) cents per manually written citation. Included in this cost is the digital imaging service (capture and storage) of all handwritten parking citations. A.7 CORRESPONDENCE IMAGING Contractor will image (capture and store) all inbound correspondence. The cost for this service will be twenty-five ($0.25) cents per item imaged. A.8 LOCKBOX PROCESSING Contractor will provide lockbox processing services including check and credit card processing for parking citation payments. The fee for this service will be fifty-five ($0.55) cents per payrnent processed. A.9 CUSTOMER SERVICE City will provide toll free customer service number and adequate staff to answer calls and speak with citizens whom have received parking citations. Coll irleutiat Pace 13 11912008 Dineen SDlntions Seivice Bureau A.10 PAYMENT POSTING AT CIVIC CENTER —CITY OF EVANTON Contractor will provide for the ability by the City to process payments using the CM provided cashiering software system. The fee for this provision will be five ($.05) cents per citation issued. A.11 OUT-OF-STATE FOLLOW-UP COLLECTION PROCESSING: The fees for Out -of -State citation follow-up collection processing shall be twenty-five percent (25%) of the revenue received on Out -of -State citations that become delinquent, and 90 days has passed since the issue date. A.12 DELINQUENT IN -STATE FOLLOW-UP COLLECTION PROCESSING: The fees for In State citation follow-up collection processing shall be twenty-five percent (25%) of the revenue received on In -State citations that become delinquent, and 90 days has passed from the issue date. A.13 DATA CONVERSION: Conversion of data files that meet our conversion file standards will not incur any additional charges. Custom programming required to convert data files that do not meet our conversion file standards will be charged at $150,00 per hour. A.14 SYSTEM ENHANCEMENTS System enhancement or customization requests will be billed at the rate of $150 per hour. A.15 BACKLOG CITATION PROCESSING: All original citations, accompanied by all dispositions for the same period, defined as the backlog, will be processed by Contractor at no additional charge. Contiduldial Pat o H 1/9%008 imp r�ma :o „� „AS) ,ate � m ca�.s.w+<.:ermt etrnn.tf�:�arm,a masy�ar - n.,x.,.et< .-si m) ,mom' w7m , C ti , r.floeru,NamaeMa Payment place1n. 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Po'shr5 a5ama'.eda��esx -'rep=xmY.a'yti.C�dafsAwrl rL^lknscsPeg2ianva0f n%h sa - xangas4.asibda:re2tr',.D. ?.ease nl¢fha':M2Lh2Lty Aaa shmei Eae avearv1:eNa:EcfEIA1.4:g bzkidoea%i a d 1. da�[rtwarS EE a;lafo Pma oe"xe:aoale [iadvil r, I o — � J u J I,J C Uunran Solutions ATTACHMENT B REVENUE GUARANTEE servico l3trreau Contractor shall provide the City a guarantee of a gross annual parking ticket revenue increase for the period of performance of our contract in an amount sufficient to offset the costs of parking ticket processing products and services provided by Contractor to the City. The period of performance under this guarantee shall be measured for one calendar year beginning at the first day of the first full month immediately following the Go Live date following the implementation of the system. The guarantee is based on data provided by the City relative to the number of valid parking citations issued in FY007, (Fiscal year 2007 is defined as March 1, 2006 through February 28, 2007) the dollar value of these tickets including all fines and fees, the number of these tickets collected and the dollar amount realized from these collections. A summary of that data and the gross revenue guarantee are provided below. Should the gross parking citation revenue realized by the City during the period of performance between Contractor and the City total less than the guaranteed amount Contractor will reduce the fees it charges the City during the second year of the contract in an amount equal to the shortfall in contract's period of performance gross parking ticket revenue. Valid Tickets Issued FY 139,170 2007 Collected as of 04/15/2007 $3,174,170 Collected plus $200,000 $3,374,170 Projection of revenue that will be collected in the future Projection on FY 2007 valid tickets Average Gross Revenue $24.24 Total projected collections divided by valid FY 2007 per Valid Ticket rickets issued Average Annual Valid 140,000 Ticket Issuance Base Gross Revenue $3,394,293.31 Average number of valid tickets issued times average gross revenue for FY 2007 valid tickets Citation Management "See note Based on total of core services, notices, adjunct services Processing Fees below. and optional items excluding any additional products and7orservices requested by the City after the execution of this Agreement Gross Revenue Guarantee $3,617,293.31 Year One The guaranteed increase must exceed the period of performance base processing fees. B.1 Guarantee Conditions: a the information provided by the City regarding valid tickets issued in FY 2007 (including totals, fines and fees, revenue, costs, and collection rates) must be accurate to a reasonable degree of certainty. o Valid tickets are defined as non -warning parking tickets which subsequent to issuance are not voided, appealed and dismissed or dismissed without formal appeal. Annual valid ticket issuance must meet or exceed 140,000 annually (if valid ticket issuance fails to reach 140,000 annually the revenue guarantee will be reduced by the average amount per ticket issued for each valid ticket below the 140,000 level.) All tickets must be assigned to Contractor for collections as soon as they are eligible for delinquent collections. m All existing delinquent tickets must be assigned to Contractor for collection within 30 days of contract signing. There can be no decrease in the fine or penalty structure, the meter rates, the number of meters, or metered districts. ® There can be no increase in the historical dismissal or void rates. o There can be no decrease in the historical level of booting. There must be no changes in local ordinances or Illinois State law that would negatively impact the collections efforts, such as restriction on obtaining name and address information. o The city must agree to implement enforcement tools such as credit bureau reporting for delinquent accounts. Confidential Pac7e l7 1/9/2008 Duncan SOlLd100S Seivice Fim'eau If one or more of these conditions (other than the valid ticket issuance minimum level of 140,000) cause a decrease in actual gross annual revenue greater than one (1) %, CITY and Contractor will adjust the revenue guarantee on a prorated basis to accommodate this decrease for the time period affected. [Jonlirlentiai Page 18 1/9/2008 Duncan Solutions Service Burpoll ATTACHMENT C OPTIONAL CONTRACT PRODUCTS AND SERVICES WHEREAS, the City may desire to engage the Contractor to provide certain other products and or services that support or are otherwise related to the City's parking program. In addition to the core contract products and services stated previously, the Contractor, subject to the City's prior approval, shall provide, complete and deliver certain Optional Contract Products and Services. The City shall determine the Optional Contract Products and Services it needs to enhance the parking program. At the City's written request and/or Contract Amendment as required, and in accord with the terms herein, the Contractor shall provide such Optional Contract Products and Services. The Optional Contract Products and Services, and all related all goods, services, tasks, deliverables and work, are set forth below. CA PROCEDURE At the City's written request, the Contractor shall deliver the Optional Contract Products and Services authorized by the City. The Contractor shall not provide any Optional Contract Products or Services until notified by the City to do so in writing. Upon receiving proper authorization, the Contractor shall implement the Optional Contract Products and Services in accordance with the implementation requirements set forth and mutually agreed upon by the City and the Contractor. C.2 COMPENSATION SCHEDULES The City and .Contractor may adopt updated compensation schedules for Optional Contract Products and Services at anytime during the contract term. If the City desires any Optional Contract Products and/or Services, it may request the Contractor to submit an updated proposal of terms and costs for said services, including any underlying cost assumptions. Upon accepting the Contractor's updated terms and costs, the City shall issue a Project Task Order authorizing the Contractor to proceed with the delivery of said services. The City shall pay the Contractor for any Optional Contract Product or Service in accordance with the terms of this contract or the Project Task Order issued by the City. The Contractor shall provide the City with full documentation of any fees and expenses at the City's request. C.3 OPTIONAL PRODUCTS OR SERVICES The City may engage the Contractor to deliver certain Optional Products and/or Services in accordance with its requirements as defined herein. Such Optional Products or Services may include, but are not limited to, the following: • Parking Ticket Issuance Products/Services • Parking Ticket Processing Services o Secondary Collection Services ® Administrative Adjudication Services o Single Space Meters • Multi Space Meters • Meter Management Software • Any and all products or services that are provided by Duncan Solutions, its entities, related partnerships and or any subcontractors The City shall determine the Optional Products/Services it needs to enhance the parking violation program or other related municipal services. At any time during the course of this contract, the City may issue a written Project Task Order to the Contractor specifying the Optional Products/Services that it requires, the compensation it agrees to pay the Contractor for said services and any other terms and conditions. As necessary, the City may also request a proposal for any of the services described herein reflecting revisions in the scope and cost specified herein. Upon accepting the City's Project Task Order, the Contractor shall deliver the Optional Services requested by the City in accord with the terms therein. Confidential !-'ago 19 11912008