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AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES
�',) >N a, i AGREEMENT FOR PARKING CITATION, PARKING PERMIT AND
,-- ADMINISTRATIVE CITATION SERVICES BY AND BETWEEN THE CITY OF
ARCADIA AND PHOENIX GROUP INFORMATION SYSTEMS
This Amendment No. 3 ("Amendment No. 3") is hereby entered into this L- Y "day of
,� k , 2021 by and between the City of Arcadia, a municipal corporation of the State of
California, and Phoenix Group Information Systems, a California Limited Liability Corporation with
respect to that certain Professional Services Agreement ("Agreement") between the parties dated
August 24, 2016; and amended by Amendment No. 1 dated September 18, 2019; and amended
by Amendment No. 2 dated August 20, 2020.
The Parties agree as follows:
1. Section 3.1.2 of the Professional Services Agreement, the Term is hereby extended from
July 1, 2021 to June 30, 2024 ("Extended Term").
2. Monthly fee for permit processing is increased from $150 per month to $395 per month.
3. All terms and provisions of the Agreement not amended by this Amendment No. 3 are
hereby reaffirmed.
In witness whereof the Parties have executed this Amendment No. 3 on the date set forth
below.
CITY OF ARCADIA PHOENIX GROUP INFORMATION
SYSTEMS
By: �-"r__—____ By: i /1 y
Dominic Lazzaretto. 6�
City Manager Title: f' '5iP "/
Dated: c�1ry 21 i 2-o2 Dated: '0�z/
By:
ATTEST: )14.44.1,4„-
Title: 4,1E /iyi crAk 0rf'0"v.e--
j4
„.7� l/ Dated: ./72,7‘,.
City Clerk
APPROVED AS TO FORM CONCUR:
11.-r":7-----
Stephen P. Deitsch Hue Quach
City Attorney Administrative Services Director
'3V)
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,tvl .___40-iiriiii ,7.
AMENDMENT NO.2 TO THE PROFESSIONAL SERVICES
=mg
`'' AGREEMENT FOR PARKING CITATION,
�, a.... :,:,, PARKING PERMITAND
��;: �' ADMINISTRATIVE CITATION SERVICES BY AND BETWEEN THE CITY OF
0'=a,h.of ARCADIA AND PHOENIX GROUP INFORMATION SYSTEMS
This Amendment No. 2 ("Amendment No. 2") is hereby entered into this 70 day of
I J 3 j- , 2020 by and between the City of Arcadia, a municipal corporation of the State of
Cali ornia,and Phoenix Group Information Systems,a California Limited Liability Corporation with
respect to that certain Professional Services Agreement("Agreement")between the parties dated
August 24, 2016; and amended by Amendment No. 1 dated September 18, 2019.
The Parties agree as follows:
1. Section 3.1.2 of the Professional Services Agreement,the Term is hereby extended from
July 1, 2020 to June 30, 2021 ("Extended Term").
2. All terms and provisions of the Agreement not amended by this Amendment No. 2 are
hereby reaffirmed.
In witness whereof the Parties have executed this Amendment No. 2 on the date set forth
below.
CITY OF ARCADIA PHOENIX GROUP INFORMATION
SYSTEMS
By: �-------� By:
/ � /.
Dommlc-La`azzaretto
City Manager Title: /7=3ip-4,r'
Dated: ' tL, --‘c" 20I22.,o - Dated: //Z0.
•
By: tri-..
_, ATTE T: *,14
Title: C CO.
i'Va
‘--' Oey Dated: 71Z-1/2-9City Clerk /
APPROVED AS TO FORM CONCUR:
n.
Stephen P. Deitsch Hue Quach t ------'
City Attorney Administrative Services Director
PAGE 1
REQUISITION 24951
REQUESTED REQUIRED APPROVAL GROUP ADS2 BUYER
07/16/20 ADMIN SRVCS - TREASURER
SHIP TO ADS2 VENDOR 34000
CITY OF ARCADIA PHOENTX P,RnT1P I TFOPJ TION
ADMIN SERVICES - TREASURER 2677 N MAIN ST, SUITE 440
240 W HUNTINGTON DR PO BOX 600 SANTA ANA CA 92705
ARCADIA, CA 91066-6021
ATTN: ALICIA SALCE/HENRY CHEN
FREIGHT
PROVIDE THE CITY OF ARCADIA WITH PROFESSIONAL SERVICES
FOR PARKING CITATION AND PARKING PERMIT PROCESSING FOR
THE PERIOD OF JULY 1, 2020 THROUGH JUNE 30, 2021 .
PER CITY COUNCIL APPROVAL ON AUGUST 16, 2016 .
SECOND YEAR OF A POSSIBLE TWO YEAR RENEWAL.
EXTENSION/
LN/ST COMMODITY STOCK NO QUANTITY UOM UNIT PRICE TAX/TRADE-IN
01 1 . 00 31, 600 . 0000 31, 600. 00
0 PURCHASE ORDER NOT TO EXCEED: 0 . 00
0 . 00
TOTAL PRICE 31, 600 . 00
FUND/DIVISION ACCOUNT PROJECT/TASK ACCOUNT CHARGE AMOUNT
0011807 6160 31, 600. 00
REQUISITION TOTAL 31, 600 . 00
C P/ ..,s A'.s.r.VNPU '.tLfNg DiviS{ON
9TFc pp : .
PSA/CONST. CONTR.. 1 '?— a
PSA AMEND./EXT.: �— I
CO—OP. AGRMT.: I
LOWEST BID: i q
SOLE SOURCE:
MAINT. AGRMT.: ,\ N
OPEN PO.
UN—ENCUMB. PO: ��
REO'D INFO.: _ V
PAGE TOTAL 31, 600 . 00
, cirA'?c
/ ,
t‘"°-* STAFF REPORT
Administrative Services Department
DATE: August 16, 2016
TO: Honorable Mayor and City Council
FROM: Hue C. Quach, Administrative Services Director
Shannon Huang, Financial Services Manager/City Treasurer
SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH PHOENIX
GROUP INFORMATION SYSTEMS FOR CITATION A!
PARKINGIT PROCESSING IN AN AMOUNT NOT TO
EXCEED $31,600 -
Recomm ' n: Approve
SUMMARY
Rather than replacing an outdated system that would require significant
investment to purchase, the City Council approved a new program of outsourcing
Citation and Parking Permit processing as part of the Fiscal Year 2016-17
Budget. It is recommended the City approve, and authorize and direct the City
Manager to execute a Professional Services Agreement with Phoenix Group
Information Systems for citation and parking permit processing services for three
years, with the o. •. • -.- , .• • ..." '.nal one- ear terms in an amount
no to exceed $31,600 annually.
DISCUSSION
The City issues approximately 15,000 parking citations, 4,000 parking permits,
and 200 administrative citations a year, which generate total annual revenues of
approximately $660,000. The software used for processing the citations and
overnight parking permits is very old and the platform on which the database
resides is no longer supported in the industry. Based on the number of
transactions the City processes, it was determined that it would be more cost
effective to outsource the system. In addition to the cost savings, outsourcing
will offer up-to-date technology that provides an online platform for citation
contesting, hearing scheduling, parking permit application, and electronic
payment.
Professional Services Agreement for
Citation/Parking Permit Processing
August 16, 2016
Page 2 of 4
It is recommended that the City outsource the parking citation billing and
collection program, as well as utilize the vendor's software system to process
and administer the parking permitting program. Under the citation and collection
program, the vendor will process parking citations, which include payment
processing, delinquent notice mailing, citation contesting, hearing scheduling,
DMV interface, and collection of delinquent accounts.
For parking permit and the administrative citation, staff will integrate the vendor's
software program to perform most of the administrative tasks in-house through
an online portal. The vendor will be responsible for the annual renewal notices
for parking permits as it would be more cost effective for them to print and mail
those notices. All transactions and annual renewal data will be available through
the web to allow staff to serve patrons at City Hall if needed.
In lieu of a request for proposal, staff utilized another municipality's formal
bidding process, allowed under the City's purchasing policy, to satisfy the
procurement procedures. This process is frequently used by municipalities as an
efficient procurement method. The City of Maywood contracted with Phoenix
Group for the parking citation processing services on October 14, 2015, through
a formal request for proposal process. Staff has reviewed their formal bidding
process, and determined that it meets the City's requirements and specifications.
In addition to evaluating the proposal submitted by Phoenix Group, staff also
conducted an independent review of programs and compared costs proposed by
the two other vendors, Data Ticket and Turbo Data Systems. It was determined
that the proposed program and cost given by Phoenix Group is the most
competitive and best for the City as it offers an application program that is user
friendly and meets all City requirements. The following are the estimated costs
offered by all three vendors based on the same criteria:
Vendor Estimated Costs
Phoenix $ 31,600
Data Ticket $ 36,760
Turbo Data $ 39,960
For those reasons noted, it is recommended that the City enter into an
agreement with Phoenix Group Information Systems for Parking Citation, Parking
Permitting, and Administrative Citation services. The estimated annual contract
cost of $31,600, shown on the following page is based on 15,000 parking
Professional Services Agreement for
Citation/Parking Permit Processing
August 16, 2016
Page 3 of 4
citations and 5,000 online payments. Total cost will vary depending on the
number of transactions that occur. Generally, there will be savings from
administrative and material costs through contracting. For example, savings
from the annual cost of accessing DMV data to interface with our citation system,
postage, and ongoing software support. After factoring those savings against the
proposed contract cost, the net costs after savings is $16,600 annually.
Description Costs
Parking Citation process, including rental of handheld ticket
writers, delinquent notices, administrative review notices, $15,500
hearing scheduling, customer services and DMV interface.
The estimate is based on 15,000 citations annually.
Parking Permit process, including annual subscription, one- $7,800
time setup fees of$1,500, and annual renewals.
On-line payment, including one-time setup costs of $1,500,
and $0.45 per transaction. The estimate is based on 5,000 $3,800
payments a year
Administrative Citation, including annual subscription and
$2,500
setup costs
Customization costs for the City's specific rules $2,000
Total Contract Cost: $31,600
Savings On Administrative Costs
DMV interface ($3,000)
Postage ($7,000)
Program Maintenance ($5,000)
Program Cost Net Savings: $16,600
Staff also spoke to some of the vendor's current clients, including the Cities of
Santa Barbara, Santa Ana, and Westminster. All references were satisfied with
the vendor's customer-oriented services and effective software program.
FISCAL IMPACT
The annual contract cost is not expected to exceed $31,600 but can vary
depending upon the number of processed transactions that. The contracted
amount has been included in Fiscal Year 2016-17 Operating Budget.
Professional Services Agreement for
Citation/Parking Permit Processing
August 16, 2016
Page 4 of 4
RECOMMENDATION
It is recommended that the City Council approve, and authorize and direct the
City Manager to execute a Professional Services Agreement with Phoenix Group
Information Systems for the citation and parking permit processing services for
three years, with the option of renewing two (2) additional one-year terms in an
amount not to exceed $31,600 annually.
Approved
Dominic Lazzar.,
City Manager
Attachment: Proposed Professional Services Agreement
Rachelle Arellano
From: Stephen Deitsch <Stephen.Deitsch@bbklaw.com>
Sent: Wednesday, August 19, 2020 10:33 AM
To: Rachelle Arellano
Subject: RE: City Attorney Review 8-18-2020
Rachelle, I have reviewed and approve as to form Amendment No. 2 to PSA with Phoenix Group Information Systems re
parking citation, parking permit and administrative citation services.
You may use my stamped signature for this purpose.
One thing which I will let pass this time—the term of the PSA is being extended "to"June 30, but in the future should be
extended "through"June 30. This is a substantive difference, and I request that you please share this comment with the
applicable department personnel.
Thanks.
Steve
Stephen Deitsch
Partner
stephen.deitsch@bbklaw.com
T:(909)483-6642 C:(951)662-9343
www.BBKlaw.com I I1-
Stay at home and public health orders issued in multiple counties across the U.S. require our offices to be
physically closed. Because all staff are working remotely, all documents (including correspondence,
pleadings, and discovery) will be served via e-mail until further notice. Because we may not receive regular
mail or other deliveries during this period of time, please e-mail copies of anything you send by regular mail
or delivery. Send all e-served documents in your case to the e-mail addresses for any Best Best& Krieger LLP
attorney who has appeared in your case, or who has communicated with you by e-mail on your matter.
From: Rachelle Arellano [mailto:rarellano@arcadiaca.gov]
Sent: Tuesday, August 18, 2020 1:39 PM
To: Stephen Deitsch
Subject: FW: City Attorney Review 8-18-2020
CAUTION - EXTERNAL SENDER.
From: Rachelle Arellano <rarellano@arcadiaca.gov>
Sent:Tuesday, August 18, 2020 1:01 PM
To: Stephen Deitsch <Stephen.Deitsch@bbklaw.com>
Cc: City Attorney<CityAttorney@arcadiaca.gov>
Subject: FW: City Attorney Review 8-18-2020
1
- 3033
\\O o \Q
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT FOR
PARKING CITATION, PARKING PERMIT AND ADMINISTRATIVE CITATION
SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this ZN+h day of Au us+
201(9 by and between the City of Arcadia, a charter city organized under the
Constitution and laws of the State of California with its principal place of business at 240
West Huntington Drive, Arcadia, California 91066-6021 ("City") and Phoenix Group
Information Systems, a California limited liability corporation with its principal place of
business at 2677 N Main Street, Suite 400, Santa Ana, CA 92705 ("Consultant"). City
and Consultant are sometimes individually referred to as "Party" and collectively as
"Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing Parking
Citation, Parking Permit, and Administrative Citation services to public clients, is
licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Parking
Citation, Parking Permit, and Administrative Citation Processing ("Project") as set forth
in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional Parking
Citation, Parking Permit, and Administrative Citation processing services ("Services").
The Services are more particularly described in Exhibit "A" attached hereto and
incorporated herein by reference. All Services shall be subject to, and performed in
accordance with, this Agreement, the exhibits attached hereto and incorporated herein
by reference, and all applicable local, state and federal laws, rules and regulations.
Revised 04/13
1
3.1.2 Term. The term of this Agreement shall be from August 20, 2016 to
July 31, 2019 with the option of two one-year extensions, unless earlier terminated as
provided herein. Consultant shall complete the Services within the term of this
Agreement, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
Revised 04/13
2
the request of the City. The key personnel for performance of this Agreement are as
follows: Claire Weinberger, Executive Vice President.
3.2.5 City's Representative. The City hereby designates Shannon
Huang, Financial Services Manager, or his or her designee, to act as its representative
for the performance of this Agreement ("City's Representative"). City's Representative
shall have the power to act on behalf of the City for all purposes under this Contract.
Consultant shall not accept direction or orders from any person other than the City's
Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Claire
Weinberger, Executive Vice President, or his or her designee, to act as its
representative for the performance of this Agreement ("Consultant's Representative").
Consultant's Representative shall have full authority to represent and act on behalf of
the Consultant for all purposes under this Agreement. The Consultant's Representative
shall supervise and direct the Services, using his best skill and attention, and shall be
responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub-
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
Revised 04/13
3
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, and employees free and harmless, pursuant to the indemnification
provisions of this Agreement, from any claim or liability arising out of any failure or
alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform •
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its directors, officials, officers and
employees, from any liability, damages or causes of action arising out of or relating to
any claims that Consultant's employees, or the employees of any subcontractor hired by
Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and/or any other claims based upon alleged IRCA violations committed
by Consultant or Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers, and
employees as an additional insured with proof of certificate of insurance that they are an
additional insured. Such insurance shall meet at least the following minimum levels of
coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
Revised 04/13
4
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability.
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
The City, its directors, officials, officers, and employees shall be listed as additional
insured. Any deductibles or self-insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of$1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability: Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub-consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, and employees shall
be covered as additional insured with respect to liability arising out of Services
operations and for completed operations performed by or on behalf of the Consultant,
including materials, parts or equipment furnished in connection with such work; and (2)
the insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, employees and
volunteers shall be excess of the Consultant's insurance and shall not be called upon to
contribute with it in any way.
Revised 04/13
5
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, and
employees shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the
insurance coverage shall be primary insurance as respects the City, its directors,
officials, officers, and employees, or if excess, shall stand in an unbroken chain of
coverage excess of the Consultant's scheduled underlying coverage. Any insurance or
self-insurance maintained by the City, its directors, officials, officers, and employees
shall be excess of the Consultant's insurance and shall not be called upon to contribute
with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, and employees for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non-renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non-payment of premium, ten (10) days notice of cancellation for non-payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, and employees.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, and employees.
3.2.10.6 Deductibles and Self-Insurance Retentions. Any
deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects the City, its
directors, officials, officers, and employees; or (2) the Consultant shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
Revised 04/13
6
the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed Thirty One
Thousand Six Hundred ($ 31,600) annually without written approval of the City
Manager. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
shall, within forty-five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
Revised 04/13
7
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
A termination without cause by City shall not act as or be deemed a waiver of any
potential known or unknown City claims associated with Consultant's performance prior
to the date of termination.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
Revised 04/13
8
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Consultant:
Claire Weinberger, Executive Vice President
Phoenix Group Information Systems
2677 N. Main Street, Suite 400
Santa Ana, CA 92705
City:
City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Shannon Huang, Financial Services Manager
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property.
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ("Documents & Data"). Consultant shall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. Except as otherwise required by
California law, all ideas, memoranda, specifications, plans, procedures, drawings,
descriptions, computer program data, input record data, written information, and other
Revised 04/13
9
Documents and Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials
shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services or
the Project. Nothing furnished to Consultant which is otherwise known to Consultant or
is generally known, or has become known, to the related industry shall be deemed
confidential. Consultant shall not use City's name or insignia, photographs of the
Project, or any publicity pertaining to the Services or the Project in any magazine, trade
paper, newspaper, television or radio production or other similar medium without the
prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, and employees free and
harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death,
in any manner arising out of or incident to any alleged acts, omissions or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants and
contractors arising out of or in connection with the performance of the Services, the
Project or this Agreement, including without limitation the payment of all consequential
damages and attorney's fees and other related costs and expenses. Notwithstanding
the foregoing, to the extent Consultant's Services are subject to Civil Code Section
2782.8, the above indemnity shall be limited, to the extent required by Civil Code
Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant. Consultant shall defend with
Legal Counsel of City's choosing, at Consultant's own cost, expense and risk, any and
all such aforesaid suits, actions or other legal proceedings of every kind that may be
brought or instituted against City, its directors, officials, officers, and employees.
Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against City or its directors, officials, officers, and employees, in any such suit, action or
other legal proceeding arising from Consultant's performance of the Services, the
Project or this Agreement; except to the extent that liability is caused by the active
negligence or willful misconduct by the City or its directors, officials, officers, and
employees. Consultant shall reimburse City and its directors, officials, officers, and
employees, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
the City, its directors, officials, officers, and employees, and shall take effect
immediately upon execution of this Agreement.
Revised 04/13
10
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys' fees and all other costs of such
action.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
and employees except as otherwise specified in this Agreement. The captions of the
various articles and paragraphs are for convenience and ease of reference only, and do
not define, limit, augment, or describe the scope, content, or intent of this Agreement.
Revised 04/13
11
3.5.14 Amendment: Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity: Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non-discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Revised 04/13
12
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein
are hereby incorporated into this Agreement by this reference.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA PHOENIX GROUP INFORMATION
SYSTEMS
:y B
' .rte -�
• By
Do c azzarett• Signature
City Manager
Date: Nve„us-r .i' '2c t 4 & PotpswelVr
Print Name and Title
ATTEST: Date: /�
'Al r.1' /' By t
erk Signature
APPROVED AS TO FORM: Ofiy few 'c ei`I i A Pxeszpes)7
n - Print Name and Title
• I Date: 61/54
Stephen P. Deitsch
City Attorney
Revised 04/13
13
CONCUR:
Hue Quach, Administrative Services
Director
Revised 04/13
14
EXHIBIT"A"
SCOPE OF SERVICES
The Consultant shall provide the following services related to the processing of the
City's Parking Citation, Parking Permit and Administrative Citation. The services
include, but are not limited to, the following:
• Provide the City with an easy to use processing system for Parking Citation,
Parking Permit and Administrative Citation that allows full access to all citation
and permit data, communications with citizens, payments, and reports, as well as
interfaces with DMV, FTB and collections via secure web browser.
• Provide a detailed implementation plan, policy and procedure guidelines and
initial and ongoing training.
• Work with City to extract data for conversion to the new database within the 30-
day implementation period required by the City.
• Provide City staff all necessary training to ensure a seamless transition from the
City's current system to the new system.
• Primary service categories for the parking citation will include Citation
Processing, Mailing of Delinquent Notices, Payment Processing, Collections, and
Department of Motor Vehicle (DMV) Hold Placements.
• Additional services may be selected from the services available to the City as
presented in the Exhibit "B", Schedule of Fees.
• Provide handheld ticket writer and printer on monthly rental basis, Vendor will
ensure that all necessary technical assistance needed by City staff throughout
the term of the Project is provided.
• Vendor will ensure compliance with all applicable Federal, State and local laws
and policies.
A-1
Exhibit "B"
SCHEDULE OF SERVICES
Consultant shall perform those services described in Exhibit "A" (Scope of Services)
from August 20, 2016 through to July 31, 2019.
B-1
Exhibit "C"
COMPENSATION
PARKING t *
Description Cost
,Cost pet eitatieri 5033:11
ICtistper.eitat1 ii•e prcli• , . Zeta?
IC?rA i�iu irh�hfut :� S .415
ipoilag e-Gitit C13siaaeti(for 01IJ &tr` pGc�ilt ti Ce�rtuifi tl;f 13 t'il' 3:5 C�3!lr: .
IOu.t OStaite CC+Necsti iuii c °t
IPayptent, ttt Sing. St-.AS
IEi' tittCtir.° Psyen nitF4oce:sir'tb{
(Etz i og,CUS1.0 tA:ittitii Cr a ti �e e>ii&ip
P�iPrStntitri £:a.E't �uSSCt� ' l,.tir�i l! ati46. �vrl
tlevt 5:r+
IIls'I'1.1.4vig i t tf t Elie: rte t'tti,.t itro is t c0 ire - •
� t e9"•L v ,tli`t;irtit;5r lie:ej ithl 13eN•ilristttoc
IL,I;!•:".Oif 'gd PIStte iteilts.per irist ace tatE0-.
jConifer i ti, s.@. 59;1mi.
Pa ruatent Itttnitiiiii Fee - SOLY3.
lin ration Sr ,lei x,45150 Per IIis:ur tjlciU.' ii
Orthi!=C �s4t^slifr 50 4it
IQttec r..ee,:`.tirteciee le:iterhaY'
I2Ib+,'1 Level H1earing,tt:r::sporatet'rCt:;per;It Lance(I1l'iER) $1.0-
1,1earlra Officer costs,pet' S10IL D•
IFvefunn:15 SsitiV
X3 1 �Ce?tlt' ti tylt-e>j ;feeraitv applies',t i!Oar&acccittor is -
co, t1'sO41,t L' 9�l erii K. L 1-
MILECTIORIS
Description Cosa
IPrellrriiri fit1iC 'ileeliuras +f�1 i NtiS fit f t
p2ist due d4tte it ta'nor: 13%e ile iuut'it Lutilertt tt
I�Gt3 11 t litin�:,
15%of un aunt,eoi'_ied d
IE t Pie.ltrtier'e pt',N'otie(1t itet k
CSocia,15,=,'t (I��;.Nurni?ea.,Se:ttr_}Uoer
�'l v�trtce it c tettitiris,
Pei Cite COkeded 25%-ofiiire uUrit collie vied
PEWIT PRIXESSING
Description Cosi
14 c e s s;tO,Reeintr II7ilta.b e $1-50..t0
Urtlikerii i10,Ani+1wn t•ia1'!tilt e't*S
106 ttr11r Setup: ee S CCUc1j
iii l ivlek:i'Itettet$ $1 a{7 t1 t1.)lades Postage!
ICt1St0hi:Pri3i;,1alintriit'i;; S.L5Ope0.411kotirbtd K'•
C-1
ADUNISTRATIVE OTATICei PROCESSING1
• Item Destatrtton Pi`r Item Cost
- Mott thly Fee Qh dudes Ali s'ettt4tes tilted ibetowli•
•CEA:tper uict.k a 1htf4f;elmct�ya;lnr 3t
i.Micas.
'Priyfnent Prao4sslri ,
'Cr r3t %trr�Fit tri�t�t�•t?lice.43-rsSit cad tdove-ale nice Me
chit iged fe,ithe-publi j,
"2.tt. LevelMitearir Sear relit . Pit in sT.it nce $- 1150.1)B pet month
"AdE itatiNnt'C!tacut•RTen capttlitira
!pis oa ier service:
'Web 3ci eSs
'Cop vets Ion Cost
°;P;,ifnertt P ra,Settk
'O n i ici e'Co nl e stipeg
Ori0 1it k;Srft.,usi(5'e $1E;toci.00 . FRU
Postage.Fltst,Class Rates.(to r- I;Cottespo ideritt art iEe ) First Cass-Rat
•tt310 t.-.0.4'43g fain nit , S150',pt 4ijysUeEf6 s,
O<:t`reg'c•;.tfrt`sp n o)-Le leiter; -• S 0,
lEt.ti1e11,lf leattng Officer&SM.: t-1)o f'iC' fttr:t rot r"ikftict'ttlr' ..0.C'
1340..fbeti in edi etetk., e poil'aptat ft blintk Ai:0 M is
eo t(6/Fed b e n .: IQ[Jy t
ar$4. -40-itsaur,lr,rrtinfa m.!0`4'howls bftck: )
EW HARDWARE
VISO
CONF].Dt h1TiAM
as
Onion At:Anilrold_I Piectt:.SWution ite tali Option
• .*err( s . '1 -Ptr tt etnt Cost
Md lr?i i a r tkeit s i.e rttis"ta t t1f t7Bcs+r,+
NS.04:1.0 4G.-L't~C,S',7`trt t tlisp14 littr:/5-.01a:pre4.uniii der.ttloeitli:
P44tntir".Stipp ty,
•
iitti&'I�n.
C-1