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2024-25 DataTicket - Administrative Citation ProcessingMEMORANDUM DATE: May 6, 2024 TO: Jon McMillen, City Manager FROM: Lisa Chastain, Public Safety Management Analyst RE: DataTicket - Administrative citation processing FY 2024-25 W �W U]I ORN1.1 Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name. Authority to execute this agreement is based upon: ❑_ Approved by City Council on .Q City Manager's signing authority provided under the City's Purchasing Policy [Resolution No. 2023-008] for budget expenditures of $50,000 or less. �✓ _ Department Director's or Manager's signing authority provided under the City's Purchasing Policy [Resolution No. 2023-008] for budget expenditures of $15,000 and $5,000, respectively, or less. Procurement Method (one must apply): .Q Bid ❑ RFP 0_ RFQ _❑. 3 written informal bids ✓Q Sole Source Select Source Cooperative Procurement Reauestina deuartment shall check and attach the items below as auurouriate: a Agreement payment will be charged to Account No.: 101-6004-60111 ✓� Agreement term: Start Date July 1, 2024 _ End Date June 30, 2025 ✓Q Amount of Agreement, Amendment, Change Order, etc.: $ 10,000 REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount, not individual Amendments or Change Orders! L� El NOTE: a .a Insurance certificates as required by the Agreement for Risk Manager approval Approved by: MyC01 Compliant - OM Date: 5/7/2024 Bonds (originals) as required by the Agreement (Performance, Payment, etc.) Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) Review the "Form 700 Disclosure for Consultants" guidance to determine if a Form required pursuant FPPC regulation 18701(2) Business License No. LIC 768718 Expires: 4/30/2025 Requisition for a Purchase Order has been prepared (Agreements over $5,000) 700 is ta Qa 0 tta GEM of the DESERT CITY OF LA QUINTA SHORT -FORM SERVICES AGREEMENT ($25,000 OR LESS) 1. PARTIES AND DATE. This Agreement is made and entered into this 1st day of July, 2024 ("Effective Date") by and between the City of La Quinta, a Municipal Corporation and Charter City organized under the Constitution and laws of the State of California with its principal place of business at 78495 Calle Tampico, La Quinta, CA ("City") and Data Ticket, Inc., a California Corporation with its principal place of business at 2603 Main Street, Suite 300, Irvine, California 92614 ("Vendor"). City and Vendor are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. TERMS AND CONDITIONS. The Parties shall comply with the terms and conditions in the attached Exhibit "A." 3. SCOPE AND SCHEDULE OF SERVICES. Vendor shall provide to City the services pursuant to the date(s) and schedule(s) described in accordance with the schedule set forth in Exhibit "B." 4. TERM. The term of this Agreement shall be from July 1, 2024, to June 30, 2025, unless earlier terminated as set forth in the attached Terms and Conditions. This Agreement may be extended for one (1) additional year upon mutual agreement by both parties ("Extended Term"). 5. COMPENSATION. Vendor shall receive compensation for services rendered under this Agreement at the rates and schedule set forth in the attached Exhibit "C" but in no event shall Vendor's compensation exceed Ten Thousand Dollars ($10,000) per fiscal year (July 1 to June 30) without written amendment. 6. FORCE MAJEURE. The time period specified for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Vendor including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Vendor shall within ten (10) days of the commencement of such delay notify the City in writing of the causes of the delay. The City shall ascertain the facts and the extent of delay and extend the time for performing the Services for the period of the forced delay when and if in their judgment such delay is justified, and the City's determination shall be final and conclusive upon the parties to this Agreement. Extensions to time periods for performance of services, which are determined by the City to be justified pursuant to this Section, shall not entitle the Vendor to additional compensation unless City expressly agrees to an increase in writing. 7. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 1 8. INSURANCE. In accordance with Section 4 of Exhibit 'A" Vendor shall, at its expense, procure and maintain for the duration of the Agreement such insurance policies as checked below and provide proof of such insurance policies to the City. Vendor shall obtain policy endorsements on Commercial General Liability Insurance that name Additional Insureds as follows: The City of La Quinta, its officers, officials, employees and agents. Commercial General Liability Insurance: ❑ $1,000,000 per occurrence/$2,000,000 aggregate OR ® $2,000,000 per occurrence/$4,000,000 aggregate ® Additional Insured Endorsement naming City of La Quinta ® Primary and Non -Contributory Endorsement Automobile Liability: ® $1,000,000 combined single limit for bodily injury and property damage ❑ Auto Liability Additional Insured Workers' Compensation: ® Statutory Limits / Employer's Liability $1,000,000 per accident or disease ® Workers' Compensation Endorsement with Waiver of Subrogation Professional Liability (Errors and Omissions): ® Errors and Omissions liability insurance with a limit of not less than $1,000,000 per claim 4 IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written. CITY OF LA QUINTA A California Municipal Corporation, and Charter City 0 k Lisa Chastain Public Safety Analyst Required for over $5,000: Martha Mendez Public Safety Deputy Director ATTEST: 4q MONIKA RADEVA, City derk City of La Quinta, California APPROVED AS TO FORM: W — WILLIAM H. IHRK , City Attorney City of La Quinta, California 3 DATA TICKET, INC. a California Corporation Brook Westcott Chief Financial Officer EXHIBIT "A" TERMS AND CONDITIONS 1. Compensation. Vendor shall be paid on a time and materials or lump sum basis, as may be set forth in Exhibit "C", within 30 days of completion of the Work and approval by the City. 2. Compliance with Law. Vendor shall comply with all applicable laws and regulations of the federal, state and local government. Vendor shall assist the City, as requested, in obtaining and maintaining all permits required of Vendor by Federal, State and local regulatory agencies. Vendor is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of his or her Work. In explanation of the forgoing and not by way of limitation, Vendor shall comply with any Federal, State, and local laws, regulations, orders, and guidelines related to the work provided by the Vendor during the COVID-19 state of emergency declared by the Governor of California and City of La Quinta. Such Federal, State, and local laws, regulations, orders, and guidelines include but are not limited to: Executive Orders from the Governor of California and orders and guidance issued from the California Department of Public Health (DPH); Orders from the Riverside County Public Health Officer; and Emergency Resolutions and Executive Orders from the City Council and City Manager, respectively, for the City of La Quinta. 3. Standard of Care. The Vendor shall perform the Work in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession practicing under similar conditions. 4. Insurance. The Vendor shall take out and maintain, during the performance of all work under this Agreement: A. Commercial General Liability Insurance in the amounts specified in Section 8 of the Agreement for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 0001), and if no amount is selected in Section 8 of the Agreement, the amounts shall be $1,000,000 per occurrence/$2,000,000 aggregate; B. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non -owned and hired vehicles, of at least $1,000,000 per accident for bodily injury and property damage, at least as broad as Insurance Services Office Form Number CA 0001 (ed. 6/92) covering automobile liability, Code 1 (any auto); C. Workers' Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per accident or disease. Vendor shall also submit to City a waiver of A-1 subrogation endorsement in favor of city, and D. Professional Liability (Errors and Omissions) coverage, if checked in section 6 of the Agreement, with a limit not less than $1,000,000 per claim and which shall be endorsed to include contractual liability. Insurance carriers shall be authorized by the Department of Insurance, State of California, to do business in California and maintain an agent for process within the state. Such insurance carrier shall have not less than an "A"; "Class VII" according to the latest Best Key Rating unless otherwise approved by the City. 4.1 Pass Through Clause. Vendor agrees to ensure that its sub -consultants, sub -contractors, and any other party involved with the project who is brought onto or involved in the project by Vendor, provide the same minimum insurance coverage and endorsements required of Vendor. Vendor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Vendor agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to Agency for review. 5. Indemnification. The Vendor shall indemnify and hold harmless the City, its Council, members of the Council, agents and employees of the City, against any and all claims, liabilities, (including liability related to exposure to communicable diseases, illnesses, or viruses), expenses or damages, including responsible attorneys' fees, for injury or death of any person, or damage to property, or interference with use of property, or any claim of the Vendor or subcontractor for wages or benefits which arise in connection with the performance of this Agreement, except to the extent caused or resulting from the active negligence or willful misconduct of the City, its Council, members of the Council, agents and employees of the City. The foregoing indemnity includes, but is not limited to, the cost of prosecuting or defending such action with legal counsel acceptable to the City and the City's attorneys' fees incurred in such an action. 6. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Riverside, State of California. 7. Termination. The City may terminate the services procured under this Agreement by giving 10 calendar days written notice to Vendor. In such event, the City shall be immediately given title and possession to any original field notes, drawings and specifications, written reports and other documents produced or developed for the services. The City shall pay Vendor the reasonable value of services completed prior to termination. The City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Vendor shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. Vendor may terminate its obligation to provide services under this Agreement upon 30 calendar days' written notice to the City only in the event of City's failure to perform in accordance with the terms of this Agreement through no fault of Vendor. 8. Agreement Terms. Nothing herein shall be construed to give any rights or benefits to anyone other than the City and the Vendor. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the other provisions A-2 unenforceable, invalid or illegal. Notice may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the parties to the addresses set forth in the Agreement. Vendor shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Vendor is retained as an independent contractor and is not an employee of the City. No employee or agent of Vendor shall become an employee of the City. The individuals signing this Agreement represent that they have the authority to sign on behalf of the parties and bind the parties to this Agreement. This is an integrated Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. This Agreement may not be modified or altered except in writing signed by both parties hereto. EXHIBIT "B" SCOPE AND SCHEDULE OF SERVICES Vendor shall provide parking and administrative citation processing, collection services, including adjudication services for administrative hearings, and all other services included in Attachment No. 1 (Fee Proposal Amendment). M EXHIBIT "C" COMPENSATION FOR SERVICES The maximum total compensation to be paid to Vendor under this Agreement is not to exceed Ten Thousand Dollars ($10,000.00) (Contract Sum). The Contract Sum shall be paid to Vendor in installment payments made monthly basis and, in an amount, identified in Vendor's Fee Proposal Amendment, Option 1, attached hereto as Attachment 1 and incorporated by this reference. C-1 ATTACHMENT Data Ticket, Inc. City of La Quinta Newport Beach, CA Administrative Citation Processing O: 949 752-6937; F: 949 752-6033 Fee Proposal Amendment On the following pages, we have provided the City of La Quinta 2 fee proposals to process the City's Administrative Citations. Option 1 provides the City with a single flat fee for all Administrative Citation Processing up to Franchise Tax Board processing. Option 2 provides the City with a less expensive upfront cost and individual costs for each subsequent transaction. In addition, we have provided Optional Services the City may wish to utilize. Fee Description Administrative Citation Processing Fee Option 1 Administrative Citation Processing Fee Option 2 - New Citation Processing and Collections Manual Citation Processing $16.00 from $19.00 $7.00 Electronic Citation Processing $13.00 from $15.00 $5.00 1st Notice Sent No charge $0.80 Delinquent Collections No charge 26%' of paid amount Franchise Tax Board Processin - SSN Look -up $2.50 per unique SSN — from 5.00 $2.50 per unique SSN — from $5.00 FTB Collections 15% of paid amount 15% of paid amount Advanced Collections Legal Action Not Required 30% of paid amount 30% of paid amount Adjudication Services Adjudication Hold & Scanning of Documentation No charge $0.50 Disposition Entry No charge $1.00 Disposition Letters No charge $1.25'. Hearing Schedule Letters No charge $1.25', Certified Letter Fee (Optional) $5.00 Per Letter $5.00 Per Letter'. Hearing Performance $85.00 / hr. — from $75.00 per hr. $85.00 / hr. — from $75.00', per hr. 'Assessed at Citation Date + 60 Days • A minimum fee of $200.00 will be charged on a monthly basis if services do not reach this level Confidential and Proprietary to Data Ticket, Inc. 1 11/21/2019 Data Ticket, Inc. Newport Beach, CA 0: 949 752-6937; F: 949 752-6033 City of La Quinta Administrative Citation Processing Fee Proposal Amendment To further provide definition surrounding each line item, we have provided additional details below and on the following pages. Manual and Electronic Administrative Citation Processing: Services for the above-mentioned items include: • Data entry of manually written citations performed within 48 hours of receipt • Quality assurance verification of manually entered citations • Scanning of all manually written citations onto our network for storage and ease of retrieval • Bi -monthly shredding of manually written citations • Electronic transfer of all electronically written citations, recordings, videos and photographs 1st Notice Cost: Services for the above-mentioned item include: • Semi -custom Notice that is printed on an 8'/= x 11" piece of paper with a perforated tear -of payment stub provided in a window envelope sent to the registered owner of a vehicle • All notices are attached to the citation online and are viewable via the web • All notices sent via 15t Class Mail • All notices include a return envelope in which the responsible party may submit payment • This charge is incurred if the citation is not paid prior to a first notice being sent and would be sent the day after the cite is due (typically between 21-30 days) Delinquent Collections: • This fee will be assessed when a citation is sixty (60) days past the citation issue date, assuming a first notice has been sent to the registered owner and the citation is not on hold for any reason • Three Delinquent Notices will be sent to the registered owner at no cost to the City • All notices are sent via First Class mail and all notices are printed on an 8'/z x 11" sheet of paper and folded into a window envelope; in addition, a window envelope is provided for the recipient to return payment • All notices are attached to the citation online and are viewable via the web • If Data Ticket does not collect on a citation that is delinquent, the Agency does not owe this fee • Notices will be sent via 15' Class Mail, and Data Ticket will be responsible for the cost incurred and all customer service and payment entry Franchise Tax Board Processing: SSN Look -up This fee will be assessed to lookup a social security number associated with a particular responsible party and address This charge is charged per unique SSN, not per citation Confidential and Proprietary to Data Ticket, Inc. 2 F' 11/21/2019 Data Ticket, Inc. Newport Beach, CA 0: 949 752-6937; F: 949 752-6033 FTB Collections City of La Quinta Administrative Citation Processing Fee Proposal Amendment • This fee is charged if a citation is paid at the Franchise Tax Board • This charge is not combined with any other charge; for example, if a citation is rolled to delinquent status and paid at FTB, only the 15% of revenue collected will be charged • Data Ticket will send an FTB Notice to the Customer as required by the Interagency Intercept Program; this notice will be sent via 1 sc Class Mail at no additional cost to the City • All notices are attached to the citation online and are viewable via the web • Data Ticket will pay for the Agency's cost to participate in the FTB program; annually, FTB will send an invoice to the Agency for the number of debts placed at FTB; the Agency will simply provide this invoice to Data Ticket and Data Ticket will pay it in full • If Data Ticket does not collect on a citation that is at FTB, the Agency does not owe the collection fee Advanced Collections • This fee is charged if a citation is paid at Advanced Collections • This charge is not combined with any other charge; for example, if a citation is rolled to delinquent status and paid at Advanced Collections, only the 26% of revenue collected will be charged 2"d Level Hearing Hold, Scanning and Scheduling of Hearing • Data Ticket will review all documentation received by the Appellant and determine whether the request received within the required timeframe • If the request was received within the required timeframe, Data Ticket's Adjudication Department will place the citation on an Administrative Hearing Request Hold and scan all received documentation into the Solution where it is displayed on the web for the Agency's Staff and the Hearing Officer • If the request is received outside the required timeframe, the Agency will have the option to proceed as though the request was received within the timeframe or it may elect to have Data Ticket send a "time expired letter" rejecting the appeal • Data Ticket will work with the designated Hearing Officer to schedule the Hearing based on either a pre -determined schedule or an ad hoc basis, depending on the Agency's schedule 2"d Level Hearing Schedule & Disposition Letters • Data Ticket will send a custom disposition letter to the Appellant via 15' Class Mail • All letters are attached to the citation online and are viewable via the web • Disposition letters will be sent Monday — Friday 2"d Level Hearing Disposition • Data Ticket's independent, certified, insured hearing officers will be provided to the to perform in-person, phone and written hearings Confidential and Proprietary to Data Ticket, Inc. 3 r as g Y 11/21/2019 Data Ticket, Inc. Newport Beach, CA 0: 949 752-6937: F: 949 752-6033 City of La Quinta Administrative Citation Processing Fee Proposal Amendment • Each hearing request will be reviewed, heard or read and all required research will be performed • The Hearing Officer will enter a judgment into the Citation Processing System for viewing by the Agency, Appellant and Data Ticket • Hearings will be scheduled • The Agency will incur costs associated with mileage as defined by Federal guidelines • Data Ticket will work with the Agency to arrange for the use of a conference room at an Agency location or the Agency may elect to have citations heard at a centralized location within the County Joint / Escrow Banking Services (Optional) Services for the above-mentioned item include: $100.00 per month • Daily deposits of funds to the Agency's escrow account • Online, real-time reconciliation reports that tie directly to the bank statement • Processing of all credit card charge -backs and Insufficient Funds • Month-end reconciliation of all funds collected • Payment of Data Ticket's invoice • Disbursement of the net remittance to the Agency • Scanning of all payments directly to joint bank account daily using remote check deposit • The Agency will be responsible for the purchase of banking supplies, including checks and endorsement stamps; these fees typically run $200.00 per year • Refunds verified and issued weekly Online Access for the Agency's Customers: Included The Agency's Customers will have the ability to perform the following functions online: • View real-time citation(s) data • Pay for a single or many citation(s) • Request a Hearing online and attach up to 3 supporting documents • Print a receipt • View pictures of the citation taken by the issuing officer (if the Agency allows) Online Access for the Agency's Staff: Included Access to the Agency's data is based on unique usernames and passwords assigned to everyone who requires access to the system. Data Ticket does not limit the number of individuals who have access to the system and the number and types of access can change at any point with a simple email request to Data Ticket. Our Solution is setup to maintain a complete audit trail for each transaction in the system so that the username is displayed next to every transaction in the system, indicating who performed the transaction and when. Dependent on the access rights provided to each Agency Staff member, the following capabilities are available: Confidential and Proprietary to Data Ticket, Inc. 4 ' a A,_ - 11/21/2019 e11/21/2019 Data Ticket, Inc. City of La Quinta Newport Beach, CA Administrative Citation Processing O: 949 752-6937; F: 949 752-6033 Fee Proposal Amendment • View real-time citation(s) data, including pictures taken by the Issuing Officer • Accept payment via VISA, MasterCard, Discover and American Express credit/debit cards • Accept payment via Cash, Check or Money Order • Process NSFs, Charge -backs and Refunds • Reduce or increase violation amounts, dismiss citations, void citations and place a citation on hold • Change citation data, including violations, date, time, location, comments, and others • Generate a time expired or letter of non -responsibility for a citation in the adjudication process • View the complete reason for the Hearing Request and supporting documentation provided by the Appellant directly online • Edit Appellant information • Upload disposition documents sent to the Agency via US Mail • Add a note to a citation and see all comments added to the citation • View the reason for the 2nd Level Administrative Hearing Request online and view the supporting documentation provided by the Appellant, directly online • Print a receipt with or without responsible party information Reporting: Included • Data Ticket offers 24 reports online for our Clients to generate, print and re -print 24/7. We provide real-time reports that can be generated for any timeframe required and we provide pre-processed/month-end reports that reflect the month-end view of data. • All reports are available online and because we do not purge data unless specifically requested to do so by a Client, the data is available if the Agency is a Client. • All reports are generated in HTML so our Clients can copy and paste the data into Excel for data manipulation purposes. • Report Generator capabilities that provide City Personnel with the ability to create, save, share and print custom reports at any time for any time frame. • If the Agency were to request a report that was not already available, Data Ticket would work with the Agency to design the report and provide it to the Agency at no cost. Manual Payment Processing: Included • Manually received payments (checks, cash, money orders and credit card payments sent via US Mail) are received at our PO Box in Newport Beach where a bonded and insured courier picks up the mail daily and delivers it to our Newport Beach office • On-site Mail Department opens, sorts and batches the payments before providing them to our on-site Data Entry Department • After double-blind entry of each payment, the citations are updated by our Quality Assurance team Confidential and Proprietary to Data Ticket, Inc. 5 a e. 11/21/2019 Data Ticket, Inc. City of La Quinta Newport Beach, CA Administrative Citation Processing O: 949 752-6937; F: 949 752-6033 Fee Proposal Amendment • Payments are then provided to our Accounting Department where daily deposit slips are completed and provided to a bonded, insured courier who takes them to the bank Charge -backs and NSF's Included • Data Ticket will process credit card charge -backs and NSFs when notified of each occurrence if Agency is not an escrow account holder • Once processed, Data Ticket will send a custom letter to the individual detailing the returned item and the amount due on the citation Refunds Included • Data Ticket will process refunds when notified of each by the Agency • In the event the Agency utilizes Joint Banking, Data Ticket will verify, generate and send each refund due • Refunds will be issued weekly • Refunds will be sent via 1" Class Mail Customer Service: Included • Data Ticket provides a live, bi-lingual, on-site Customer Service Department that is fully trained to answer questions related to citation issuance, payment, adjudication, FTB, advanced credit reporting collections and more • All calls are recorded to quality assurance and recordings can be sent to the Agency at any time for review • Data Ticket's IVR is bi-lingual and accessible via several toll-free numbers; the IVR provides real-time information to the caller regarding current status, including the amount due • The IVR accepts VISA, MasterCard, Discover, and American Express Web Presence: Included Data Ticket's Solution is 100% web -based and Section 508 Compliant and is provided at: www.CitationProcessingCenter.com; this is a generic website in the sense that it is not Agency branded. This website allows for the Agency and the Agency's Customers to access citations online If the Agency prefers an Agency branded website, one in which the look and feel mimics that of the Agency's website, Data Ticket can and will provide this feature to the Agency Cost Increases: Postal Rate Increase Offset — If postal rates increase during the term of the agreement, fees to DTI shall be raised immediately to offset the effect of the actual postal rate increase. CPI Increases — There will be NO CPI increases for the duration of the agreement. Confidential and Proprietary to Data Ticket, Inc. 6 11/21/2019 DATA TICKET, INC. RESOLUTION GRANTING SIGNING AND AUTHORITY TO CONDUCT BUSINESS WHEREAS, Data Ticket, Inc. desires to grant signing and authority to certain person(s) described hereunder. RESOLVED, that the Board of Directors is hereby authorized and approved to grant sole signing and authority to conduct business to any one of the following person(s): The foregoing signing, and authority granted shall include, but shall not be limited to, the execution of Deeds, powers of attorney, transfers, assignments, contracts, obligations, certificates, and other instruments of whatever nature entered into by this Corporation. The undersigned hereby certifies that he is the duly elected and qualified Secretary and the custodian of the books and records and seal of Data Ticket, Inc., a corporation duly formed pursuant to the laws of the state of California and that the foregoing is a true record of a resolution duly adopted at a meeting of the Board of Directors and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation November 13, 2006,and that said resolution is now in full force and effect without modification or rescission. IN WITNESS WHEREOF, I have executed my name as Secretary of the above-named Corporation this November 13th of 2006. G9y��l A. William Fleming Secretary DATA TICKET, INC. RESOLUTION GRANTING SIGNING AND AUTHORITY TO CONDUCT BUSINESS Brook Westcott, Chief Operating Officer and Chief Financial Officer is hereby granted sole signing authority to conduct business on behalf of Data Ticket, Inc, including but not limited to the execution of Deeds, powers of attorney, transfers, assignments, contracts, obligations, certificates, and other instruments of whatever nature entered into by Data Ticket, Inc.