HomeMy WebLinkAboutC-8594-3 - PSA for Delinquent Account Collections ServicesL
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PROFESSIONAL SERVICES AGREEMENT
WITH RAY KLEIN, INC FOR
DELINQUENT ACCOUNT COLLECTIONS SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 23rd day of July, 2024 ("Effective Date"), by and between the CITY
OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
RAY KLEIN, INC., a Washington Corporation ("Consultant"), whose address is 12204 SE
Mill Plain Boulevard, Suite 101, Vancouver, WA 98684, and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide collection services ("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
This Agreement shall commence on the Effective Date, and shall terminate on July
22, 2027, unless terminated earlier as set forth herein. This Agreement shall automatically
renew for up to two (2) additional one (1) year terms unless either party provides written
notice to the other party of its intention not to renew at least thirty (30) days prior to the
expiration of the then current term. Notwithstanding the foregoing, the total term of this
Agreement shall not exceed five (5) years.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 Consultant shall be compensated on a contingency fee basis for the
Services in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed One Hundred Fifteen
Thousand Dollars and 00/100 ($115,000.00), without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without the
prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's invoices shall include the name of the
person who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable costs or expenditures.
4.3 All fees, costs, or other expenses borne by Consultant. Consultant shall only
be entitled for reimbursement of fees, costs or expenses as specifically identified in
Exhibit B to this Agreement or specifically approved in writing in advance by City.
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4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Rob Nestell to be its Project
Manager. Consultant shall not remove or reassign the Project Manager or any personnel
listed in Exhibit A or assign any new or replacement personnel to the Project without the
prior written consent of City. City's approval shall not be unreasonably withheld with
respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the City of Newport Beach Finance
Department. City's Revenue Manager or designee shall be the Project Administrator and
shall have the authority to act for City under this Agreement. The Project Administrator
shall represent City in all matters pertaining to the Services to be rendered pursuant to
this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
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and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate
(directly or indirectly) to any breach of the terms and conditions of this Agreement, any
Work performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
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10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
Ray Klein, Inc. Page 5
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
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18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. 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 to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
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23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. Failure to do so constitutes a material breach
and is grounds for immediate termination of this Agreement by City. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Revenue Manager
Finance Department
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Rob Nestell
Ray Klein, Inc.
400 International Way, Ste 100
Springfield, OR 97477
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
Ray Klein, Inc. Page 8
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) calendar days after receipt of written notice of default,
specifying the nature of such default and the steps necessary to cure such default, and
thereafter diligently take steps to cure the default, the non -defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
Ray Klein, Inc. Page 9
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 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 race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Ray Klein, Inc. Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: (0 Z`
By: (C",
ton C. Harp J'?7
Attorney
dk
ATTEST:
Date:
Brown
City Clerk
CITY OF NEWPORT BEACH,
a California, municipal corporation
Date: '-//// -22 `%
By: ( \ y ,Lk- z
Grace K. Leung
City Manager
CONSULTANT: RAY KLEIN, INC., a
Washington Corporation
Date:
Signed in Counterpart
Bv:
David White
Chief Executive Officer
Date:
Signed in Counterpart
By:
Jeffrey Johnson
Chief Client Officer
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
Ray Klein, Inc. Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: W I o / Zvi'
oJBy: M hi
a on C. Karp �7S
Gi1y Attorney
d�
ATTEST:
Date:
in
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Grace K. Leung
City Manager
CONSULTANT: RAY KLEIN, INC., a
Washington Corporation
Date: `1- M -2.,-1
Datd-VVfiite
Chief Executive Officer
Date:
No
Jeffrey Johnson
Chief Client Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Ray Klein, Inc. Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By: '�t (Q') -
a on C. arp 1>7s
Gity Attorney
p? y
ATTEST:
Date:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Grace K. Leung
City Manager
CONSULTANT: RAY KLEIN, INC., a
Washington Corporation
Date:
Bv:
David White
Chief Executive Officer
De
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Ray Klein, Inc. Page 11
EXHIBIT A
SCOPE OF SERVICES
Ray Klein, Inc. Page A-1
SCOPE OF SERVICES - 1
Description:
Consultant shall provide the City collection, credit reporting, and client services associated
with uncollected revenue of the City on a contingency basis at the rates set forth in Exhibit B
to this Agreement. In providing the services, Consultant shall be responsible for the following:
General
1. Reviewing, enforcing and complying with the applicable provisions of the City's
Municipal Code and ordinances pertaining to debts owed to the City;
2. Work with the City to implement collection programs for other types of debt, as
needed;
Collection Services shall include the following.
3. Accepting accounts assigned by the City under the terms, conditions, and charges
referred to within this Agreement. If directed by the City, Consultant shall cease work
on and return to the City all documentation pertaining to any account that may have
been previously assigned.
4. Acknowledging Consultant shall not have full rights to the accounts and shall only be
able to pursue collections on the City's behalf.
5. Using due diligence and employing such lawful means, methods, and procedures
as Consultant, in its judgment, discretion, and experience, believe will best
effect the collection of all accounts assigned. This may include but is not limited to
collection letters, telephone calls, adequate periodic follow up attempts and skip
tracing as needed.
6. If applicable, adhering to the Federal Fair Debt Collection Practices Act (15 U.S.C.
Sections 1601 et.seq.), and any regulations or rules promulgated pursuant thereto,
and all other applicable laws, rules and regulations, whether federal, state, or local.
7. Providing acknowledgement to the City of accounts placed within two (2) days of
placement.
8. Making contacts with delinquent accounts under the Consultant's name.
9. Mailing collection letters as approved by the City.
10. Employing skip -tracing and other standard techniques to locate debtors, and
providing corrected addresses to the City.
11. Combining assigned accounts to common debtors for consolidated collection purposes.
12. Providing a Customer Service Call Center with a toll -free number to assist debtors in
resolving their accounts. Consultant's employees must be professional during all
deliberations and dealings with the City's customers.
SCOPE OF SERVICES - 2
13. Forwarding valid disputes to the City for review and possible dismissal as necessary.
14. Providing debtors with options to make payments using checking accounts, credit
cards, and debit cards, including but not limited to, secured payment websites, pay by
telephone, and a lockbox or other physical location to accept mailed payments.
15. Establishing payment plans as necessary. The City shall set parameters in which the
Consultant may accept a payment plan agreement.
16. Acknowledging Consultant shall not have authority to accept a compromise settlement
on any account without the written consent of the City.
17. If applicable, complying with the California Rosenthal Fair Debt Collection Practices Act, Cal.
Civ. Code §§ 1788 et seq.
18. Complying with the Service members Civil Relief Act, 50 USC §§ 3901 et seq.
19. Complying with the Telephone Consumer Protection Act, 47 USC § 227 et seq.
Credit Reporting shall include the following.
20. Reporting delinquent accounts to the three (3) major credit bureaus, if allowable by
credit reporting laws and criteria that may be set by the City, at no additional cost to
the City. This includes required updates of previously reported information and any
corrections to erroneously reported information.
21. Participating in the State of California's Interagency Intercept Collection Program./
22. Cooperating with and on the City's behalf (if requested by the City) assign, follow up,
update, and remove accounts to the State of California Franchise Tax Board
Interagency Intercept Collection Program, in accordance with the program rules,
using the SWIFT system. Consultant will also account for payments remitted by the
State of California for accounts submitted to the Interagency Intercept Collection
Program.
23. Complying with the California Consumer Credit Reporting Agencies Act, Civ. Code
1785. 1 et seq.
24. Complying with the Fair Credit Reporting Act, 15 USC §§ 1681 et seq.
Client Services shall include the followin
25. Providing a dedicated staff liaison to the City who will be the City's primary contact
with the Consultant.
26. Communicating with City personnel, when necessary, to request supporting
documentation, request assistance in carrying out any services to be provided under
contract with the City, report any issues that the City should be made aware of, or
any other reason the Consultant may believe requires communication.
SCOPE OF SERVICES - 3
27. Providing a website portal for City staff to review the status and history of accounts in
collections in real time.
28. Ensuring funds collected on the City's behalf are placed in a secure account
and remitted to the City in a timely manner.
29. Adjusting the receivable record within twenty-four (24) hours of any information
transferred by City.
30. Transferring funds electronically and be able to receive accounts on a daily basis,
Monday through Friday.
31. Providing a remittance processing center to receipt debtor payments and deposit into
City account.
32. Depositing all collected funds within forty-eight (48) hours of receipt to City
designated bank account.
33. Providing Social Security numbers on accounts obtained by Consultant, as necessary.
34. Distributing revenues collected on a monthly basis, or as directed by the City.
35. Providing management reports in electronic (pdf and excel/csv) and hardcopy format,
on a daily, weekly, or monthly basis, as directed by the City. Such reports may
include:
35.1 Monthly cash receipt file and report — a listing of all payments by debtor name
(last name first), designated City account reference number, amount owed, date paid,
payment amount, and such other information as City may request;
35.2 Monthly new accounts acknowledgement report — listing of debtors, with City's
account reference number, amount and total number and dollar value of accounts
referred;
35.3 Monthly spreadsheet detailing the current status of each account, including a
brief recap of Consultant's efforts to collect the funds;
35.4 Monthly performance analysis report — the liquidation rate of all accounts,
including monthly collection total, collections to date, account referral to date, fees
earned by Consultant and gross funds returned to the City, A n d the report should
include the monthly recovery rate per referral and accumulative totals of recovery on
a monthly and ongoing basis, and additionally, it should also track revenue received
by referred month as well as by month paid;
35.5 Consultant shall provide sample reports to the City for approval prior to
implementation and as changes are made or additional reports are requested during
the term of the Agreement.
36. Maintaining accurate records of all transactions. The City shall perform periodic
audits to ensure that all amounts collected are accurately reported and remitted.
SCOPE OF SERVICES - 4
37. Entering into a Business Associate Agreement for protection of Health Insurance
Portability and Accountability Act (HIPAA) protected patient information, if requested
by the City.
38. Consultant shall guarantee the confidentiality, security, and safety of any and all files,
documents and information provided by the City and/or it's Third -Party Medical Billing
Consultant related to medical billings, except as to disclosure required by federal and
state laws and regulations.
39. Consultant will comply with all federal, state, and local statutes and regulations
regarding protected health information, including the Health Insurance and Portability
and Accountability Act of 1996 (HIPAA), and shall enter into a HIPAA Business
Associate Agreement with the City.
40. Consultant shall maintain HIPAA compliance throughout the term of the contract.
41. Consultant shall coordinate with the City's Third -Party Medical Billing Consultant to
obtain necessary information related to ambulance billing and collections, and shall
collaborate with the City's Fire Department in attempts to collect from billed parties,
including, but not limited to, the Fire Chief's authority to waive or reduce Emergency
Medical Services (EMS) fees per the Fire Department's Policy & Procedure Manual.
42. Consultant, upon request by the City, shall be able to provide reports specific to the
number of outstanding EMS related collections.
Small Claims, Civil Lawsuits or Other Proceedings
The City reserves the right to determine if its own legal counsel or designated
representative will represent the City in any collections matter pursuant to this Agreement.
The City reserves the right to approve or deny any request for small claims, civil lawsuits, or
other actions or proceedings for any reason.
43. Providing City with a periodic list of recommended accounts for forwarding to attorneys
for legal collections.
44. Requesting approval from the City to use Consultant's legal counsel to commence
small claims, civil lawsuits, or other actions or proceedings in a court of proper
jurisdiction or before an adjudicative body when it determines that a debtor has
adequate assets, employment, and/or other resources by which to pay a debt and
has not satisfactorily cooperated to make or abide by a mutual payment agreement.
Consultant shall not initiate any legal action or proceeding pertaining to any account
without the prior written permission of the City.
45. For small claims suits, Consultant's legal counsel shall prepare and file the small
claims action with the small claims court on behalf of the City, having the debtor
served with all required legal service/notice of the suit, preparing documentation
necessary for the hearing/trial, providing all documentation to the City prior to the
hearing/trial, and filing and serving any subsequent court documentation that may be
required thereafter. The City shall designate a representative to attend the small
claims hearing/trial on the City's behalf and report the results to Consultant.
Consultant shall appear at any hearing when required or requested by City.
SCOPE OF SERVICES - 5
46. Consultant shall be responsible for all costs and attorney fees in any small claims,
civil lawsuit, or other action or proceeding. Consultant's sole compensation shall be the
applicable contingency fee set forth in Exhibit B. Where authorized by law, Consultant
may seek recovery of costs and/or fees in connection with any judgement or award in
the action or legal proceeding. Consultant shall attempt to collect any judgment or
award as permitted by law from the account holder. Collection of the judgment or
award shall be included as part of the applicable contingency fee, and shall not be
considered a separate collection action that is entitled to any additional continency
fee. When amounts are received, Consultant shall be entitled to retain amounts until
the contingency fee is paid, and until the amount of any award of costs and fees are
paid, if any, prior to forwarding remaining funds to City.
EXHIBIT B
SCHEDULE OF BILLING RATES
Ray Klein, Inc. Page B-1
Exhibit B
Schedule of Fees
COST OF SERVICES — COLLECTION SERVICES
Primary Placements
18 percent contingency fee
Secondary Placements
25 percent contingency fee
Accounts in Legal Action
35 percent contingency fee
Primary placements refers to the first time an account/bill is sent to Consultant for
collection.
Secondary placement refers to the second time the same account/bill is sent to the
Consultant for collection.
Legal action refers to Consultant using its own legal counsel, on prior written approval
of City, to pursue collection of a debt in small claims, civil lawsuit, or other action or
proceeding for collection. This contingency fee applies to any award, judgement, or
settlement of the debt after legal action has commenced by Consultant's legal
counsel. Consultant may additionally collect its fees and costs to the extent fees and
costs are granted in connection with any award or judgment.
All costs, fees, and expenses of any nature whatsoever shall be paid by Consultant.
Consultant's sole consideration from the City under this Agreement shall be the
applicable contingency fee set forth above. When amounts are received, Consultant
shall be entitled to retain amounts until its contingency fee is paid, and until any award
of costs and fees are paid, if any, prior to forwarding additional funds to City.
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
A. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain
at its own expense during the term of this Contract, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
B. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
C. Coverage Requirements.
a. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance providing statutory benefits and Employer's
Liability Insurance with limits of at least one million dollars ($1,000,000)
each employee for bodily injury by accident and each employee for bodily
injury by disease in accordance with the laws of the State of California.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers and employees.
b. General Liability Insurance. Consultant shall maintain commercial
general liability insurance, and if necessary excess/umbrella liability
insurance, with coverage at least as broad as provided by Insurance
Services Office form CG 00 01, in an amount not less than two million
dollars ($2,000,000) per occurrence, four million dollars ($4,000,000)
general aggregate. The policy shall cover liability arising from premises,
operations, personal and advertising injury, and liability assumed under
an insured contract (including the tort liability of another assumed in a
business contract).
c. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
Ray Klein, Inc. Page C-1
arising out of or in connection with Work to be performed under this
Contract, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit for each accident.
d. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
two million dollars ($2,000,000) per claim and four million dollars
($4,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement
and Consultant agrees to maintain continuous coverage through a period
no less than three years after completion of the Services required by this
Agreement.
e. Cyber Liability. Consultant shall maintain cyber liability in an amount not
less than two million dollars ($2,000,000) per claim and four million dollars
($4,000,000) annual aggregate, covering (1) all acts, errors, omissions,
negligence, infringement of intellectual property; (2) network security and
privacy risks, including but not limited to unauthorized access, failure of
security, breach of privacy perils, wrongful disclosure, collection, or
negligence in the handling of confidential information, privacy perils,
including coverage for related regulatory defense and penalties; (3) data
breach expenses payable whether incurred by City or Consultant, including
but not limited to consumer notification, whether or not required by law,
computer forensic investigations, public relations and crisis management
firm fees, credit file or identity monitoring or remediation services in the
performance of services for City or on behalf of City hereunder.
The policy shall contain an affirmative coverage grant for bodily injury and
property damage emanating from the failure of the technology services or
an error or omission in the content/information provided.
If a sub -limit applies to any elements of coverage, the certificate of
insurance evidencing the coverage above must specify the coverage
section and the amount of the sub -limit.
f. Crime Bond. Consultant shall maintain a crime bond in an amount not
less than $1,000,000 to include at a minimum employee theft, forgery or
alteration, computer fraud and funds transfer fraud.
g. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability
policies are used to meet the limits of liability required by this contract,
then said policies shall be "following form" of the underlying policy
coverage, terms, conditions, and provisions and shall meet all of the
insurance requirements stated in this contract, including, but not limited
to, the additional insured and primary & non-contributory insurance
Ray Klein, Inc. Page C-2
requirements stated herein. No insurance policies maintained by the City,
whether primary or excess, and which also apply to a loss covered
hereunder, shall be called upon to contribute to a loss until the
Consultant's primary and excess/umbrella liability policies are exhausted.
D. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
a. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Contract shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents,
volunteers and employees, or shall specifically allow Consultant or others
providing insurance evidence in compliance with these requirements to
waive their right of recovery prior to a loss. Consultant hereby waives its
own right of recovery against City, and shall require similar written
express waivers and insurance clauses from each of its subcontractors.
b. Additional Insured Status. All liability policies including general liability,
products and completed operations, excess/umbrella liability, pollution
liability, and automobile liability, if required, shall provide or be endorsed
to provide that City, its City Council, boards and commissions, officers,
agents, volunteers and employees shall be included as additional
insureds under such policies.
c. Primary and Non -Contributory. Consultant's insurance coverage shall be
primary insurance and/or the primary source of recovery with respect to
the City, its City Council, boards and commissions, officers, agents,
volunteers and employees. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-
insurance maintained by City.
d. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days' notice of cancellation or nonrenewal of coverage (except
for nonpayment for which ten (10) calendar days' notice is required) for
each required coverage.
E. Additional Agreements Between the Parties. The parties hereby agree to
the following:
a. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along
with a waiver of subrogation endorsement for workers' compensation
and other endorsements as specified herein for each coverage. All of
the executed documents referenced in this Contract must be returned
to City within ten (10) regular City business days after the date on the
"Notification of Award". Insurance certificates and endorsements must
be approved by City's Risk Manager prior to commencement of
Ray Klein, Inc. Page C-3
performance. Current certification of insurance shall be kept on file with
City at all times during the term of this Contract. The certificates and
endorsements for each insurance policy shall be signed by a person
authorized by that insurer to bind coverage on its behalf. At least fifteen
(15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or
reduced, Consultant shall, within ten (10) days after receipt of written
notice of such cancellation or reduction of coverage, file with the City
evidence of insurance showing that the required insurance has been
reinstated or has been provided through another insurance company or
companies. City reserves the right to require complete, certified copies
of all required insurance policies, at any time.
b. City's Right to Revise Requirements. The City reserves the right at any
time during the term of the Contract to change the amounts and types of
insurance required by giving Consultant ninety (90) calendar days'
advance written notice of such change. If such change results in
substantial additional cost to Consultant, City and Consultant may
renegotiate Consultant's compensation.
c. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant enters
into contracts with on behalf of City will be submitted to City for review.
Failure of City to request copies of such agreements will not impose any
liability on City, or its employees. Consultant shall require and verify that
all subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant shall ensure that City is an additional insured on
insurance required from subcontractors. For CGL coverage,
subcontractors shall provide coverage with a format at least as broad as
CG 20 38 04 13.
d. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no
additional obligations on City nor does it waive any rights hereunder.
e. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
Ray Klein, Inc. Page C-4
by the Consultant. Any available proceeds in excess of specified
minimum limits of insurance and coverage shall be available to the City.
Self -Insured Retentions. Any self -insured retentions must be declared to
and approved by City. City reserves the right to require that self -insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements
unless approved by City.
g. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed
until proper evidence of insurance is provided. Any amounts paid by City
shall, at City's sole option, be deducted from amounts payable to
Consultant or reimbursed by Consultant upon demand.
h. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Consultant's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
i. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
Ray Klein, Inc. Page C-5
Name
Account Number
Address:
Status
Account Information
Account Number:
Risk Type
Do Not Cal
Addren rnrormadon
Mailing Address
Insured
Address 1
Address 2
CRY
State
Zip
Country
FV00001140
Professional Services Agreement
1 YI
Ray Klein, Inc. Dba Professional Credit Service
Po Box 7548
Springfield
97475-0039
USA
Ray Klein, Inc. Dba Professional Credit Service
FV00001140
Po Box 7548, Springfield, '. USA, 97475-0039
Compliant with Waived Deficiencies.
Address Updated.
Pimical Address
Ray Klein, Inc. dba Professional Credit Service
PO Box 7548
Springfield
OR
97475-0039
USA