HomeMy WebLinkAboutA-CHECK AMERICA, INC. DBA A-CHECK GLOBAL 1Employer Pull Notice Master Services Agreement
N-2018-148
THIS MASTER SERVICES AGREEMENT ("Agreement"). is entered into on July 1, 2018 ("Effective
Date"), by and between A -Check America, Inc., doing business as A -Check Global, a California
corporation, located at 1501 Research Park Drive, Riverside, CA 92507 ("A -Check"), and "Client," as
set forth below and on behalf of itself and its officers and employees:
RECITALS
Client desires to retain A -Check to act on Client's behalf as Client's Employer Pull Notice ("EPN") Agent
as specified in the California Vehicle Code ("CVC") Section 1808.1.
NOW THEREFORE, in consideration of A -Check's and Client's mutual covenants, conditions, and
promises contained herein, the parties agree as follows:
1.0 SCOPE OF SERVICES
Client hereby appoints and authorizes A -Check to be its Approved EPN Agent to act on client's behalf
to perform specific tasks associated with the EPN Program as specified in CVC Section 1808.1. A -
Check shall be responsible a) for adding and deleting Client's authorized drivers, at Client's direction,
b) for receiving, Interpreting, and transmitting the EPN driver license record(s) in their entirety to Client
within three [3) days of receipt, and c) to receive billing notices and submit payment on Client's behalf.
2.0 TIME OF PERFORMANCE
This is an exclusive Agreement between A -Check and Client, which shall commence following execution
of this Agreement by all parties and will continue for one [1) year from the date of this Agreement,
automatically renewing for additional one-year periods. If Client wishes to terminate Agreement at the
end of the year, it must provide written notice no later than 30 days prior to the expiration of this
Agreement.
3.0 COMPENSATION AND METHOD OF PAYMENT
Due to the terms of an agreement with CSAC-EIA, Client is not obligated to compensate A -Check for
EPN services under this agreement.
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4.0 CLIENT'S ACKNOWLEDGEMENTS AND OBLIGATIONS
(a) Client hereby acknowledges that utilizing A -Check as Client's EPN Agent does not absolve Client of
any responsibility for compliance with the provisions of the CVC. Client further acknowledges that
DMV records contain restricted information and that failure to maintain confidentiality is both civilly
and criminally punishable pursuant to CVC Sections 1608.45 and 1808.46. Client shall indemnify,
defend, and hold harmless A -Check, its parent, subsidiary and related entities, and agents and
employees from and against all liabilities, losses, claims, suits, judgments, expenses, fines, interest
or penalties, including, without limitation, reasonable attorneys' fees and costs, arising from or related
to Client's failure to comply with the terms of this Agreement, the CVC or any other federal, state, or
local law, and Client's negligent acts or omissions or willful misconduct.
(b) Client understands that record information will be exclusively forwarded to A -Check, and that Client
cannot request that record information be sent to Client until A -Check's EPN Agent authorization has
been rescinded.
(c) Client agrees to notify DMV, in writing, at least two (2) weeks prior to terminating A -Check's services
as Client's EPN Agent. Upon receipt of notification, all record information will revert back to Client's
address of record.
(d) Client agrees to retain a completed copy of Attachment A, the DMV Employer Pull Notice Program
Agent Authorization (INF 2110), at Client's place of business, and make same available upon request
to DMV Audit staff and the California Highway Patrol.
(e) Client acknowledges that A -Check's responsibility is limited to accurately and timely transmitting
DMV record information from DMV to Client, Client shall indemnify, defend, and hold harmless A -
Check, Its parent subsidiary and related entities, and agents and employees from and against all
liabilities, losses, claims, suits, judgments, expenses, fines, interest or penalties, including, without
limitation, reasonable attorneys' fees and costs, arising from or relating to DMV record information
that is accurately and timely transmitted to Client, including Client's use of any DMV record
information for an improper purpose.
(f) Client acknowledges the necessity of protecting the privacy of employees, and agrees to the
following security measures:
1) Client agrees to protect its Consumer Reporting Agency(CRA) log -in ID and password(s) so that
only key personnel know this sensitive information. Client acknowledges that unauthorized
persons should never have knowledge of Client's log -in ID and password(s), and Client agrees
not to post this information in any manner within Client's facility.
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2) Client agrees that systems access software, whether developed by Client's organization or
purchased from a third party vendor, must have Client's GRA log -in ID and password(s) "hidden"
or embedded and known only by authorized supervisory personnel.
3) Client agrees not to discuss Client's CRA log -in ID and password(s) by telephone with any
unknown caller, even if the caller claims to be an employee of A -Check or a Consumer Reporting
Agency,
4) Client agrees to a) place all computers or terminal devices used to obtain DMV record information
in a secure location within Client's facility, b) to secure these devices so unauthorized persons
cannot easily access them, c) to log off the system when not in use, d) after normal business
hours, to log off the system and properly secure and power down all devices or systems used to
obtain DMV record information, e) to secure hard copies and electronic files of DMV record
information within Client's facility so that unauthorized persons cannot easily access them, f) to
shred or destroy all hard copy DMV record information when no longer needed, g) to erase or
scramble electronic files containing DMV record information when no longer needed and when
allowed by regulation or by law.
5) Client agrees to assign each user of Client's system access software a unique log -in ID and
password, to make all employees aware that each log -in ID and password is unique to each user
of the system and not transferable, that log -in IDs and passwords are not to be shared. Client
acknowledges that individuals who share log -in IDs or passwords may lose access privileges to
A -Check's system and may expose Client and A -Check to liability.
5.0 A -CHECK'S ACKNOWLEDGEMENTS AND OBLIGATIONS
(a) A -Check shall be responsible for identifying and taking all steps necessary to comply with the CVC
and all applicable state and federal laws.
(b) Should the DMV cancel, revoke, or terminate A -Check's authority to obtain DMV records, this
contract shall immediately be terminated, and A -Check shall return all DMV records back to Client's
address of record within forty-eight (48) hours,
(c) A -Check will submit Attachment A, the Employer Pull Notice Program Agent Authorization (INF
2110), attached hereto and incorporated herein, to DMV, and give a copy to Client.
(d) A -Check shall indemnify, defend and hold Client harmless from and against any and all claims,
demands, costs, expenses and liabilities of any kind or nature whatsoever, including, without
limitation, reasonable attorneys' fees and costs, which may be incurred by Client to a third party,
based upon the gross negligence or intentional wrongdoing by A -Check in preparing and transmitting
the Screening Report.
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6.0 • TERMINATION
(a) Termination for Cause: Should A -Check be in default of the terms of this Agreement and fail to
remedy the default within ten (10) business days of receipt of Client's notice of default, Client may in
its discretion terminate this Agreement or such portion thereof as Client determines is most directly
affected by the default. The term "default" for purposes of this provision includes, but is not limited
to, the performance of work in violation of the terms of this Agreement; abandonment, assignment
or subcontracting of this Agreement without written approval of Client; bankruptcy or appointment of
a receiver for A -Check's property; failure of A -Check to perform the services or other required acts
within the time specified for this Agreement or any extension thereof; refusal or failure to provide
proper workmanship; failure to take effective steps to end a prolonged labor dispute; and the
performance of this Agreement in bad faith.
(b) Termination for Force Majeure; The performance of work under this Agreement may be terminated
by either Party, for unforeseen causes beyond the control and without the fault or negligence of A -
Check, including acts of God, acts of the public enemy, governmental acts, fires and epidemics if
such causes irrecoverably disrupt or render impossible A -Check's performance hereunder. An "Act
of God" shall include, but not be limited to earthquake, flood, cyclone, or other phenomenon of nature.
7.0 NO GUARANTEES OR WARRANTIES
A -Check will use its best efforts to fulfill its obligations under this Agreement. However, A -Check does
not guarantee or warrant and hereby disclaims any guaranty or warranty that the information provided
to client is correct, complete, current, merchantable or fit for a particular purpose,
8.0 LIMITATION OF LIABILITY
Client agrees that, with the exception of gross negligence or intentional wrongdoing on the part of A -
Check in the transmission of DMV record information, A -Check's total liability to Client shall be limited
to the return of the fees paid to A -Check for services under this Agreement, and that neither party shall
be liable to the other party for punitive, exemplary or consequential damages.
9.0 OWNERSHIP OF WORK PRODUCTS
All raw data assembled by A -Check or obtained from others by A -Check in connection with the services
under this Agreement shall be the sole property of A -Check. All reports and any other documents,
materials and products prepared or assembled by A -Check or obtained from others by A -Check in
connection with the services under this Agreement shall be the sole property of A -Check. A -Check shall
be responsible for the preservation of any and all such raw data, documents, materials and products
prior to transmittal to (Client)
10.0 NOTICES
Except for invoices submitted by A -Check pursuant to Section 3.0, all notices or other communications
to either party by the other shall be deemed given when made in writing and delivered or mailed to such
party at their respective addresses as follows;
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To: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Executive Director,
Human Resources
City of Santa Ana
20 Civic Center
Plaza (M-24)
P.O, Box 1988
Santa Ana,
California 92702
Fax: 714-647-6930
Sonia R, Carvalho
City Attorney
City of Santa Ana
20 Civic Center
Plaza (M-29)
P.O. Box 1988
Santa Ana,
California 92702
Fax: 714- 647-6515
To: Mike Hoyal, President
A -Check Global
1501 Research Park Drive
Riverside, CA 92507
11.0 CHOICE OF LAW AND CONSENT TO JURISDICTION
(a) All questions pertaining to the validity and interpretation of this Agreement shall be determined in
accordance with the laws of California applicable to agreements made and to be performed within
the State, without regard to California choice of law rules.
(b) The parties hereto agree that all actions or proceedings arising in connection with this Agreement
shall be tried and litigated exclusively in the State or Federal courts located in the County of Los
Angeles, California. The aforementioned choice of venue is intended by the parties to be mandatory
and not permissive in nature, thereby precluding the possibility of litigation between the parties with
respect to or arising out of this Agreement in any jurisdiction other than that specified.
12.0 ENTIRE AGREEMENT
This Agreement is the entire agreement of the parties. Each party represents that in entering into this
Agreement, it has not relied on any previous representations, inducements, or understandings of any
kind or nature.
13.0 SEVERABILITY
If any provision of this Agreement is held by a court of competent jurisdiction to be Invalid, void, or
unenforceable, the remaining provision shall nevertheless continue in full force without being impaired
or invalidated in anyway.
14.0 BENEFIT OF AGREEMENT
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N-2018-148
This Agreement shall bind and benefit the parties hereto and their heirs, successors and permitted
assigns.
SIGNATURE PAGE:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth
above.
FOR CLIENT
ATTEST: CITY OF SANTA ANA
Al
Maria D. Huizar ,�. i*
,.�'� Raul Godinez
Clerk of the Council City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: 4.0 ..tt..h&a . \R --U11L
LAURA A. ROSSINI
Senior Assista t City Attorney
RECOMMENDID FOR APPR' AL:
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I�
S_. N p E/
Executive Directer
Human Resources Department
FOR A-CHECK GLOBAL
Authorized Person: Print Name Title:
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Signature!' Date:
7/2 Ar
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