HomeMy WebLinkAbout2010-242
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RESOLUTION NO. 2010-242
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT WITH PMR PROGRESSIVE LLC. TO
PROVIDE COLLECTION SERVICES OF DELINQUENT ACCOUNTS FOR THE
CITY OF SAN BERNARDINO.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS:
SECTION 1. PMR Progressive LLC, located at 22120 Clarendon Street, Third Floor,
Woodland Hills, CA 91364, is a competent, experienced collection agency and has provided
the most advantageous and best proposal in response to Request For Proposal F-IO-Il to
provide collection services of delinquent accounts for the City of San Bernardino. Pursuant to
this determination, the Finance Department is hereby authorized and directed to coordinate all
collection activities with said collection agency, which references this Resolution.
SECTION 2. The City Manager is hereby authorized and directed to execute said
Agreement on behalf of the City, a copy of which is attached hereto marked Exhibit "A" and
incorporated herein by reference as fully as though set forth at length.
SECTION 3. The authorization to execute the above-referenced Agreement IS
rescinded, ifit is not executed within sixty (60) days of the passage of this resolution.
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2010-242
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RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT WITH PMR PROGRESSIVE LLC. TO
PROVIDE COLLECTION SERVICES OF DELINQUENT ACCOUNTS FOR THE
CITY OF SAN BERNARDINO.
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common
6 Council of the City of San Bernardino at a j oint regular meeting thereof, held on the
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day of .July
,2010, by the following vote, to wit:
6th
9 Council Members:
10 MARQUEZ
11 DESJARDINS
12
BRINKER
Ayes Nays
X
X
X
-L-
X
X
X
Abstain
Absent
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16 JOHNSON
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SHORFIT
KELLEY
MCCAMMACK
Q~\,1._ ~
Racl1el Clark,. City Clerk
The foregoing resolution is hereby approved thisl.2nfday of July
,2010.
~
Approved as to form:
JAMES F. PENMAN,
City Attorne
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BY:
2010-242
AGREEMENT FOR SERVICES WITH PMR PROGRESSIVE LLC.
TO PROVIDE COLLECTION SERVICES OF DELINQUENT ACCOUNTS
FOR THE CITY OF SAN BERNARDINO
This AGREEMENT ("Agreement") is made and entered into this 6th day of July
2010 ("Effective Date") by and between the CITY OF SAN BERNARDINO, a charter city
("City"), and PMR Progressive LLC. ("Contractor") (sometimes jointly referred to herein as the
"Parties").
WITNESSETH:
A. WHEREAS, the City proposes to have Contractor perform collection services of
delinquent accounts, and;
B. WHEREAS, the City wishes to achieve acceptable collection rates on its
delinquent accounts receivables; and
C. WHEREAS, it has been determined by the Director of Finance that Contractor
assistance is necessary to achieve acceptable collection rates on its delinquent accounts
receivables; and
D. WHEREAS, Contractor has submitted the most responsive and cost effective
proposal to provide collection services of delinquent accounts.
E. WHEREAS, Contractor represents that it has that degree of specialized expertise
contemplated within California Government Code, Section 37103, and holds all necessary
licenses to practice and perform the services herein contemplated; and
F. WHEREAS, no official or employee of City has a financial interest, within the
provisions of California Government Code, Sections 1090-1092, in the subject matter of this
Agreement.
NOW THEREFORE, in consideration of mutual covenants and conditions contained
herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONTRACTOR
1.1. Scope of Services. Contractor shall provide to City, Collection Services of
delinquent accounts, in accordance with the proposal dated January 12, 2010 (F-lO-ll).
1.2. Professional Practices. All professional services to be provided by Contractor
pursuant to this Agreement shall be provided by personnel experienced in their respective fields
and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by
professional consultants in similar fields and circumstances in accordance with sound
professional practices. Contractor also warrants that it is familiar with all laws that may affect its
performance of this Agreement and shall advise City of any changes in any laws that may affect
Contractor's performance ofthis Agreement.
2010-242
1.3. Warranty Contractor warrants that it shall perform the services required by this
Agreement in compliance with all applicable Federal and California employment laws including,
but not limited to those laws related to minimum hours and wages; occupational health and
safety; fair employment and employment practices; workers' compensation insurance and safety
in employment; and all other Federal, State and local laws and ordinances applicable to the
services required under this Agreement. Contractor shall indemnify and hold harmless City from
and against all claims, demands, payments, suits, actions, proceedings, and judgments of every
nature and description including attorneys' fees and costs, presented, brought, or recovered
against City for, or on account of any liability under any of the above-mentioned laws, which
may be incurred by reason of Contractor's performance under this Agreement.
1.4. Non-discrimination. In performing this Agreement, Contractor shall not engage in,
nor permit its agents to engage in, discrimination in employment of persons because of their
race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital
status, sexual gender or sexual orientation, or any other category protected by law, except as
permitted pursuant to Section 12940 of the Government Code. Violation of this provision may
result in the imposition of penalties referred to in Labor Code, Section 1735.
1.5. Non-Exclusive Agreement. Contractor acknowledges that City may enter into
agreements with other contractors for services similar to the services that are subject to this
Agreement or may have its own employees perform services similar to those services
contemplated by this Agreement.
1.6. Delegation and Assignment. This is a personal services contract, and the duties set
forth herein shall not be delegated or assigned to any person or entity without the prior written
consent of the City.
1.7. Business License. The Contractor shall obtain and maintain a valid City Business
Registration Certificate during the term ofthis Agreement.
1.8. Duty of Loyalty/Conflict of Interest. The Contractor understands and agrees that as
the City's Contractor for collection services of delinquent accounts, Contractor shall maintain
fiduciary duty and a duty of loyalty to the City in performing Contractor's obligations under this
Agreement. Contractor, in performing its obligations under this Agreement, is governed by
California's conflict of interest laws, Government Code Section 87100 et seq., and Title 2,
California Code of Regulations Section 18700 et seq.
2.0 COMPENSATION AND BILLING
2.1.1 Compensation. For the performance of the services described in Contractor
Responsibilities, the Contractor shall retain 28% of the gross amount the Contractor has collected
on delinquent Emergency Medical Services accounts receiyable and 26% of the gross amount the
Contractor has collected on all other delinquent accounts receivable.
2.1.2 Contractor shall submit a monthly report to the City indicating the amounts
collected on all delinquent accounts receivable, the portion payable to the Contractor, and the net
amount the Contractor is remitting to the City.
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2010-242
2.2. Additional Services. Contractor shall not receive compensation for any services
provided outside the scope of services specified in the RFP unless the City or its designee,
approves such additional services in writing prior to Contractor performing the additional
services. It is specifically understood that oral requests and/or approvals of such additional
services or additional compensation shall be barred and are unenforceable.
2.3. Records of Audits. Records of Contractor's services relating to this Agreement
shall be maintained in accordance with generally recognized accounting principles and shall be
made available to City for inspection and/or audit at mutually convenient times for a period of
three (3) years from the Effective Date.
3.0 TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The obligation to perform the
professional services to be performed pursuant to this Agreement shall commence within five (5)
days from the Effective Date of this Agreement. Said services shall be performed in strict
compliance with the RFP issued by the City's Purchasing Manager. Failure to commence work
in a timely manner and/or diligently pursue work to completion may be grounds for termination
of this Agreement.
3.2. Excusable Delavs. Neither party shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties. Such acts
shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with
laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a
party.
4.0 TERM AND TERMINATION
4.1. Term. This Agreement shall commence on September 2,2010 and shall remain in
full force and effect for a period of three (3) years, with the option of two one-year extensions at
the City's discretion.
4.2. Notice of Termination. The City reserves and has the right and privilege of
canceling, suspending or abandoning the execution of all or any part of the work contemplated
by this Agreement, with or without cause, at any time, by providing written notice to Contractor.
The termination of this Agreement shall be deemed effective upon receipt of the notice of
termination. In the event of such termination, Contractor shall immediately stop rendering
services under this Agreement unless directed otherwise by the City.
4.3 Compensation. In the event of termination, City shall pay Contractor for reasonable
costs incurred and professional services satisfactorily performed up to and including the date of
City's written notice of termination. Compensation for work in progress shall be prorated as to
the percentage of work completed as of the effective date of termination in accordance with the
fees set forth herein. In ascertaining the professional services actually rendered hereunder up to
the effective date of termination of this Agreement, consideration shall be given to both
completed work and work in progress, to complete and incomplete documents pertaining to the
services contemplated herein whether delivered to the City or in the possession ofthe Contractor.
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2010-242
The Contractor shall give City a list of outstanding debtors so that City can notify debtors to stop
sending payments to Contractor. Any payments received after the termination date but before
notification to debtors, to stop sending payments to Contractor, shall be forwarded to City. Any
payments received after Debtors are notified, to stop sending payments to Contractor, shall be
forwarded to City.
4.4. Documents. In the event of termination of this Agreement, all documents prepared
by Contractor in its performance of this Agreement including, but not limited to, finished or
unfinished work shall be delivered to the City within ten (10) days of delivery of termination
notice to Contractor, at no cost to City. Any use of uncompleted documents without specific
written authorization from Contractor shall be at City's sole risk and without liability or ]egal
expense to Contractor.
5.0 INSURANCE
5.1 Minimum Scone and Limits of Insurance. Contractor shall obtain and maintain
during the life of this Agreement a1] of the following insurance coverages:
(a) Comprehensive genera] Iiabi]ity, including premises-operations,
products/completed operations, broad from property damage, blanket contractual
liability, independent contractors, persona] injury with a policy limit of not less
than One Million Dollars ($1,000,000.00), combined single limits, per occurrence
and aggregate.
(b) Automobile liability for owned vehicle, hired, and non-owned vehicles, with a
policy limit of not less than One Million Dollars ($],000,000.00), combined
single limits, per occurrence and aggregate.
(c) Workers' compensation insurance as required by the State of California.
(d) Professional errors and omissions ("E&O") liability insurance with policy limits
of not less than One Million Dollars ($1,000,000.00), combined single limits, per
occurrence and aggregate. Consultant shall obtain and maintain, said E&O
liability insurance during the life of this Agreement and for three years after
completion of the work hereunder.
5.2 Endorsements. The comprehensive general liability insurance policy shall contain
or be endorsed to contain the following provisions:
(a) Additional insureds: "The City of San Bernardino and its elected and appointed
boards, officers, agents, and employees are additional insureds with respect to this
subject project and contract with City."
(b) Notice: "Said policy shall not terminate, nor shall it be cancelled, nor the
coverage reduced, until thirty (30) days after written notice is given to City."
(c) Other insurance: "Any other insurance maintained by the City of San Bernardino
shall be excess and not contributing with the insurance provided by this policy."
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5.3 Certificates of Insurance. Consultant shall provide to City certificates of
insurance showing the insurance coverages and required endorsements described above, in a
form and content approved by City, prior to performing any services under this Agreement.
5.4 Non-limiting. Nothing in this Section shall be construed as limiting in any way,
the indemnification provision contained in this Agreement, or the extent to which Contractor
may be held responsible for payments of damages to persons or property.
6.0 GENERAL PROVISIONS
6.1 Entire Agreement. This Agreement constitutes the entire Agreement between the
parties with respect to any matter referenced herein and supersedes any and all other prior
writings and oral negotiations. This Agreement may be modified only in writing, and signed by
the parties in interest at the time of such modification. The terms of this Agreement shall prevail
over any inconsistent provision in any other contract document appurtenant hereto, including
exhibits to this Agreement.
6.2 Reoresentatives. The Director of Finance or her designee shall be the representative
of City for purpose of this Agreement and may issue all consents, approvals, directives and
agreements on behalf of the City, called for by this Agreement, except as otherwise expressly
provided in this Agreement.
Contractor shall designate a representative for purposes of this Agreement who
shall be authorized to issue all consents, approvals, directives and agreements on behalf of
Contractor called for by this Agreement, except as otherwise expressly provided in this
Agreement.
6.3. Proiect Managers. City shall designate a Project Manager to work directly with
Contractor in the performance of this Agreement.
Contractor shall designate a Project Manager who shall represent it and be its agent
in all consultations with City during the term of this Agreement. Contractor's Project Manager
shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications
concerning this Agreement or the work hereunder may be provided by personal delivery,
facsimile or mail and shall be addressed as set forth below. Such communication shall be
deemed served or delivered: a} at the time of delivery if such communication is sent by personal
delivery; b} at the time of transmission if such communication is sent by facsimile; and c) 48
hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
communication is sent through regular United States mail.
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IF TO CONTRACTOR:
IF TO CITY:
Mr. Laurence E. Wilkinson
President and Chief Operating Officer
PMR Progressive LLC
22120 Clarendon Street 3rd Floor
Woodland Hills, CA 91367
Tel: 818-704-8315
Fax: 818-444-0435
Barbara Pachon
Director of Finance
City of San Bernardino
300 North D Street
San Bernardino CA 92418
Tel: 909-384-5242
Fax: 909-384-5043
6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection
with this Agreement, the prevailing party shall be entitled to recover from the opposing party all
costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the
exercise of any of its rights or remedies hereunder or the enforcement of any of the terms,
conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and
members of his office in enforcing this contract on behalf of the City shall be considered as
"attorneys' fees" for the purposes of this paragraph.
6.6. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of California without giving effect to that body of laws pertaining to conflict of
laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto
agree that the sole and exclusive venue shall be a court of competent jurisdiction located in San
Bernardino County, California.
6.7. Assignment. Consultant shall not voluntarily or by operation oflaw assign, transfer,
sublet or encumber all or any part of Contractor's interest in this Agreement without City's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for termination of this Agreement.
Regardless of City's consent, no subletting or assignment shall release Contractor of
Contractor's obligation to perform all other obligations to be performed by Contractor hereunder
for the term of this Agreement.
6.8. Indemnification and Hold Hannless. Contractor shall protect, defend, indemnify,
and hold hannless the City and its elected and appointed officials, officers and employees from
any and all claims, liabilities, expenses, including, attorney fees, damage to property or injuries
to or death of any person or persons or damages of any nature including, but not by way of
limitation, all civil claims or workers' compensation claims, arising out of or in any way
connected with the intentional or negligent acts, errors or omissions of Contractor, its employees,
agents or consultants in the performance ofthis Agreement.
6.9. Independent Contractor. Contractor is and shall be acting at all times as an
independent contractor and not as an employee of City. Contractor shall secure, at its expense,
and be responsible for any and all payment of Income Tax, Social Security, State Disability
Insurance Compensation, Unemployment Compensation, and other payroll deductions for
Consultant and its officers, agents, and employees, and all business licenses, if any are required,
in connection with the services to be performed hereunder.
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6.10. Ownership of Documents. All findings, reports, documents, information and data
including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by
Contractor or any of its consultants in the course of performance of this Agreement, shall be and
remain the sole property of City. Consultant agrees that any such documents or information shall
not be made available to any individual or organization without the prior consent of City. Any
use of such documents for other projects not contemplated by this Agreement, and any use of
incomplete documents, shall be at the sole risk of City and without liability or legal exposure to
Consultant. City shall indemnify and hold hannless Contractor from all claims, damages, losses,
and expenses, including attorneys' fees, arising out of or resulting from City's use of such
documents for other projects not contemplated by this Agreement or use of incomplete
documents fumished by Contractor. Contractor shall deliver to City any findings, reports,
documents, information, data, in any form, including but not limited to, computer tapes, discs,
files, audio tapes or any other project related items as requested by City or its authorized
representative, at no additional cost to the City.
6.11. Public Records Act Disclosure. Contractor has been advised and is aware that all
reports, documents, information and data including, but not limited to, computer tapes, discs or
files furnished or prepared by Contractor, or any of its consultants, and provided to City may be
subject to public disclosure as required by the California Public Records Act (California
Government Code Section 6250 et. Seq.). Exceptions to public disclosure may be those
documents or information that qualify as trade secrets, as that term is defined in the California
Government Code Section 6254.7, and of which Contractor informs City of such trade secret.
The City will endeavor to maintain as confidential all information obtained by it that is
designated as a trade secret. The City shall not, in any way, be liable or responsible for the
disclosure of any trade secret including, without limitation, those records so marked if disclosure
is deemed to be required by law or by order of the Court.
6.12. Responsibilitv for Errors. Contractor shall be responsible for its work and results
under this Agreement. Contractor, when requested, shall furnish clarification and/or explanation
as may be required by the City's representative, regarding any services rendered under this
Agreement at no additional cost to City. In the event that an error or omission attributable to
Contractor occurs, then Contractor shall, at no cost to City, provide all necessary collection
estimates and other Contractors professional services necessary to rectify and correct the matter
to the sole satisfaction of City and to participate in any meeting required with regard to the
correction.
6.13. Prohibited Emplovrnent. Contractor shall not employ any regular employee of the
City while this Agreement is in effect.
6.14. Order of Precedence.
Agreement and any of the attached
Agreement shall prevail.
In the event of an inconsistency or conflict In this
Exhibits or Attachments, the terms set forth In this
6.15. Costs. Each party shall bear its own costs and fees incurred in the preparation and
negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
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6.16. No Third Party Beneficiary Rights. This Agreement is entered into for the sole
benefit of City and Contractor and no other parties are intended to be direct or incidental
beneficiaries of this Agreement and no third party shall have any right in, under or to this
Agreement.
6.17. Headings. Paragraphs and subparagraph headings contained in this Agreement
are included solely for convenience and are not intended to modify, explain or to be a full or
accurate description of the content thereof and shall not in any way affect the meaning or
interpretation of this Agreement.
6.18. Construction. The parties have participated jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or question of intent or interpretation arises with
respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties
and in accordance with its fair meaning. There shall be no presumption or burden of proof
favoring or disfavoring any party by virtue of the authorship of any of the provisions of this
Agreement.
6.19. Amendments. Only a writing executed by the parties hereto or their respective
successors and assigns may amend this Agreement.
6.20. Waiver. The delay or failure of either party at any time to require performance or
compliance by the other of any of its obligations or agreements shall in no way be deemed a
waiver of those rights to require such performance or compliance. No waiver of any provision of
this Agreement shall be effective unless in writing and signed by a duly authorized representative
of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy
with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with
respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.21. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable in any circumstance, such determination shall not
affect the validity or enforceability of the remaining terms and provisions hereof or of the
offending provision in any other circumstance.
6.22. Counteroarts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original. All counterparts shall be construed together and shall
constitute one agreement.
6.23. Coroorate Authoritv. The persons executing this Agreement on behalf of the
parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by doing so, the parties hereto are formally bound to the provisions of this
Agreement.
6.24. Damages. The parties agree to waive any rights to incidental or consequential and
punitive damages arising out of performance under this Agreement whether in torts or in
contracts or in law or in equity.
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AGREEMENT FOR SERVICES WITH PMR PROGRESSIVE LLC.
TO PROVIDE COLLECTION SERVICES OF DELINQUENT ACCOUNTS
FOR THE CITY OF SAN BERNARDINO
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
and through their respective authorized officers, as of the date first above written.
CITY OF SAN BERNARDINO
A Municipal Corporation
CONTRACTOR
PMR Progressive LLC
BY~O
L-A-v43J.U 1Jr~,{jSO<l1 /k, )CixJ
Name and Title .
Approved as to form:
James F. Penman,
City Attome
Finance DeptIPMR Progressive LLC. Collections Agreement
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