HomeMy WebLinkAboutCIVIC COLLECTIONS, INCA-2020-135
INSURANCE NOT ON FILE
WORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE: JUL 3 1 2020
�'ms(dX GREEMENT FOR DOG LICENSE CANVASSING AND FEE
COLLECTION SERVICES
THIS AGREEMENT FOR DOG LICENSE CANVASSING AND FEE COLLECTION
SERVICES (hereinafter "Agreement", made and entered into this 7°i day of July, 2020 by and
between Civic Collections, Inc., a California corporation (hereinafter "Consultant"), and the
City of Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and laws of the State of California (hereinafter "City").
RECITALS:
A. The parties entered into an agreement (#A-2015-125), hereinafter ("Previous Agreement"),
to address the City's desire to retain a consultant having special skill and knowledge in the
field of dog license canvassing and fee collection by which Consultant provided dog license
fee canvassing and collections services to the City.
B. The Term of said Previous Agreement was one year effective as of July 1, 2015 and ending
June 30, 2016, with an option, exercisable by the City, to extend said Previous Agreement
for an additional one (1) year period covering July 1, 2016 through June 30, 2017.
C. The City subsequently exercised its option to extend said Previous Agreement for a second
year (Consultant Extension #A-2015-125-01).
D. On June 6, 2017, City and Consultant entered into a First Amendment to Previous
Agreement (#A-2017-136) amending the Term to provide for an additional two year period
beginning July 1, 2017 and ending June 30, 2019 with an option, exercisable by the City,
to extend said First Amended Agreement for an additional one (1) year period covering
July 1, 2019 through June 30, 2020.
E. The City subsequently exercised its option to extend said First Amendment to Previous
Agreement for a second year (Consultant Extension #A-2017-136-01).
F. The parties now wish to enter into a new Agreement for Consultant to provide dog license
canvassing and fee collection services to the City for a two year period beginning July 1,
2020 and ending June 30, 2022 with an option, exercisable by the City Manager and City
Attorney, to extend said Agreement for an additional one (1) year period covering July 1,
2022 through June 30, 2023.
G. In undertaking the performance of said Agreement, Consultant represented that it was
knowledgeable in its field and that any services performed by Consultant under said
Agreement would be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to
the terns and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
a. Consultant shall collect delinquent dog license fees and penalties, and license fees
for new dogs. Consultant will also canvas the City of Santa Ana and collect dog license fees
at the dog owner's door. The Consultant will encourage the dog owner to pay by check made
payable to the "City of Santa Ana". Consultant will collect dog license fees at rabies clinics if
requested by the City. Consultant will verify rabies certificates in connection with the
collection of dog license fees. This scope of services is intended to cover all labor, material
and standards of workmanship to be employed for in this work plan or reasonably implied by
terms of same. Work or materials of a major nature which may not be specifically mentioned,
but which may be reasonably assumed as necessary for the completion of this work, shall be
provided by the Consultant.
b. Change Order Contingency —from time -to -time, at City's option, the City Manager
or her/his designee may request additional dog license canvassing and collection related
services of Consultant at mutually agreed upon scope and fees (to be applied as an offset to
Consultant's delinquent dog license collection remittances to City).
2. CONSULTANT
Consultant shall hire, train and supervise its employees who will perform services pursuant to
this Agreement. Consultant shall provide uniforms and I.D. cards for its employees working
on the dog license collection project. Consultant shall provide daily remittance reports to the
City. Consultant will account for receipt books provided by the City and utilized by its
collection employees. At the end of each day, the Consultant will receive all fees collected by
its employees. These fees will be deposited each day in an assigned City drop box.
Consultant and Consultant's employees will be required to have Patches on their uniforms
identifying that they are an authorized City Contractor and shall wear their uniforms and
patches at all times while performing services under this Agreement. Such Patches shall be
worn in a professional manner and maintained neat in appearance, and easily identifiable. Such
Patches will be provided by the City of Santa Ana.
The Consultant shall exercise caution at all times for the protection of persons and property.
All fines, penalties and/or repair charges resulting from the Consultant actions shall be the sole
responsibility of the Consultant.
Consultant's service shall be courteous, responsive, timely, equitable and given in the spirit of
professionalism and mutual respect. All Consultant personnel are a reflection of the City of
Santa Ana and as such are expected to:
• Interact with customers and City officials, whether in person or on the
phone, in a pleasant, respectful and professional manner.
• Give full attention to each customer's needs by asking questions. Provide
information, products and service in an accurate, organized and complete
manner. Determine that the customer's request has been fulfilled.
• Comply with all federal, state, county, and city laws and regulations.
• Use adequate equipment that is kept clean and neat at all times.
• Train other Contract employees to be polite and courteous during public
contact.
• Employ truth and accuracy in reporting customer service records.
2. CITY'S RESPONSIBILITIES
The City of Santa will provide a listing of homes that have delinquent dog licenses or make
available the City's data base (Dog License System) to the consultant as the City may
determine is necessary. Monthly, the City's Finance Department will prepare a collection
report. This report will include money collected and number of licenses purchased, as reported
by the Consultant, and will be utilized to determine the amount of compensation to be paid to
the Consultant as described in section 3 of this Agreement.
3. COMPENSATION
City agrees to pay, and Consultant agrees to accept as total payment for its services, the
following sum:
a, fifty percent (50%) of all dog license fees collected,
b. fifty cents (500) for each new license fee collected from unlicensed dogs, and
c. fifty cents (500) for every rabies vaccination certificate collected.
Total payments by the City to Consultant under the terms of this Agreement shall not exceed
$150,000, annually.
Payment by City shall be made within sixty (60) days following receipts of proper invoice,
subject to City accounting procedures.
In the event funding is not allowed for dog license canvassing and fee collection services during
the annual budget approval process, the City shall notify the provider of such occurrence in
writing at least thirty (30) days before the end of the current fiscal period, and contract shall
terminate on the last day of current fiscal period without penalty or expense to the City.
4. TERM
This Agreement shall commence on July 1, 2020 and terminate on June 30, 2022, unless earlier
terminated as set forth in section 3, above or section 14, below. City is granted an option to
renew for an additional one-year period beginning July 1, 2022 and ending June 30, 2023. Said
option shall be exercised in writing at least thirty (30) days prior to the end of the initial term
upon a writing executed by the City Manager and the City Attorney.
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be
construed to create an employer -employee relationship, a joint venture relationship, or to allow
the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to
be provided by Consultant shall be provided in a manner consistent with all applicable
standards and regulations governing such services. Consultant shall pay all salaries and wages,
employer's social security taxes, unemployment insurance and similar taxes relating to its
employees and shall be responsible for all applicable withholding taxes.
G. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general aggregate. Such insurance shall (a) name the City, its officers, employees, agents,
volunteers and liability insurance naming the City, its officers, employees, agents, volunteers
and representatives as additional insured(s) and shall include, but not be limited to protection
against claims arising from bodily and personal injury, including death resulting therefrom and
damage to property, resulting from any act or occurrence arising out of Consultant's operations
in the performance of this Agreement, including, without limitation, acts involving vehicles
and no exclusion for sexual molestation. The amounts of insurance shall be not less than the
following: single limit coverage applying to bodily and personal injury, including death
resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence,
$2,000,000 in the representatives as additional insured(s); (b) be primary and not contributory
with respect to insurance or self-insurance programs maintained by the City; and (c) contain
standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
hired and non -owned automobiles, but may exclude owed automobiles and/or scheduled
automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section
3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured
against liability for worker's compensation or to undertake self-insurance. Prior to
commencing the performance of the work under this Renewal Agreement, Consultant agrees
to obtain and maintain any employer's liability insurance with limits not less than $1,000,000
per accident.
d. If Consultant is or employs a licensed professional such as an architect or
engineer: Professional liability (error and omissions) insurance, with a combined single limit
of not less than $1,000,000 per claim with $2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force
and effect for the entire period covered by this Renewal Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution
of this Agreement. Certificates shall list the City as a Certificate
Holder as follows:
11
City of Santa Ana
Risk Management Division
20 Civic Center Plaza, 4th Floor
Santa Ana, CA 92701
(iii) Certificates and policies shall state that the policies shall not be
canceled or reduced in coverage or changed in any other material
aspect without thirty (30) days prior written notice to the City.
(iv) Where the amounts or coverage provided by the certificates of
insurance provides greater coverage than those listed in this
Agreement, the amounts provided by the certificates of insurance
shall be incorporated by reference in the Agreement.
(v) Consultant shall supply City with a fully executed additional insured
endorsement
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been
procured and is in force and paid for, the City shall have the right, at the City's election, to
forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be
paid for its time and materials expended prior to notification of termination. Consultant waives
the right to receive compensation and agrees to indemnify the City for any work performed
prior to approval of insurance by the City.
INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, and
employees from liability: (1) for personal injury, damages, just compensation, restitution,
judicial or equitable relief arising out of claims for personal injury, including health, and claims
for property damage, which may arise from the direct or indirect operations of the Consultant
or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
which relates to the services described in section 1 of this Agreement; and (2) from any claim
that personal injury, damages, just compensation, restitution, judicial or equitable relief is due
by reason of the terms of or effects arising from this Agreement. This indemnity and hold
harmless Agreement applies to all claims for damages, just compensation, restitution, judicial
or equitable relief suffered, or alleged to have been suffered, by reason of the events referred
to in this Section or by reason of the terms of, or effects, arising from this Agreement.
8. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information
is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall
not use or disclose such information except in the performance of this Agreement, and further
agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include
all nonpublic information. Confidential information includes not only written information, but
also information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is
covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not
apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
9. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Renewal Agreement.
10. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed
by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic
communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax (714) 647-6956
With courtesy copies to:
Kathryn ,Downs, Executive Director
Finance and Management Services Agency City of Santa Ana
20 Civic Center Plaza (M17)
P.O. Box 1988
Santa Ana, CA 92702-1968
Fax 714-647-5414
To Consultant:
Douglas Shaw, President
Civic Collections, Inc.
1565 Eldertree Drive
Diamond Bar, CA 91765
Fax 909-636-2529
A party may change its address by giving notice in writing to the other party. Thereafter, any
notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
other communication shall be effective or deemed to have been given twenty-four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties.
In the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are
inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate
Consultant nor the City. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not embodied herein.
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the
prior written consent of the City and any such assignment, transfer, delegation or subcontract
without the City's prior written consent shall be considered null and void. Nothing in this
Agreement shall be construed to limit the City's ability to have any of the services which are
the subject to this Agreement performed by City personnel or by other consultants retained by
City.
13. TERMINATION
This Agreement may be terminated immediately for cause, or without cause upon thirty (30)
days written notice delivered to the Consultant either personally or by mail. Upon termination,
City shall pay to Consultant that portion of compensation specified in the Agreement this is
earned and unpaid prior to the effective date of termination.
In the event Consultant fails or refuses to timely perform any of the provisions of this
Agreement in the manner required, or if Consultant violates any provision of this Agreement,
Consultant shall be deemed in default. City shall provide written notice of such default to
Consultant. Consultant shall cure said default within a period of seven (7) working days. If
such cure is not completed in a timely manner, City may terminate the Agreement forthwith
by giving written notice to Consultant. City may, in addition to the other remedies provided in
this Agreement or authorized by law, terminate this Agreement by giving written notice of
termination. Consultant shall be responsible for all costs incurred by City, including
replacement costs of equipment and labor required to provide service during Consultant's
default.
The Consultant may request termination of the contract when conditions during the contract
make it impossible to perform or when prevented from proceeding with the contract by act of
God, by law or official action of a public authority or in the event on nonpayment by the City.
Such request will require one -hundred and eighty (180) days written notice prior to contract
termination date requested. In the event of nonpayment of undisputed sums by the City,
Consultant shall give the City thirty (30) working days to cure the alleged breach.
14. NONDISCRIMINATION AND COMPLIANCE WITH APPLICABLE LAWS
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, age, national origin, ancestry, or disability, as defined and
prohibited by applicable law, in the recruitment, selection, training, utilization, promotion,
termination or other employment related activities. Consultant affirms that it is an equal
opportunity employer and shall comply with all applicable federal, state and local laws and
regulations.
Consultant shall perform all requirements under this contract in strict observance of and in
compliance with all applicable environmental, traffic, safety, debt collection, and any other
laws, regulations, ordinances, codes and any other legislative or statutory requirements.
Consultant warrants that the performance of services under this contract shall be compliant
with the current requirements of the Occupational Safety and Health Act (OSHA) and as it may
be amended or updated throughout the term of this contract.
15. JURISDICTION - VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed and construed in accordance with the laws of the State of
California. This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
16. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California
the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
immediately and in writing of its inability to obtain or maintain such permits, licenses
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
A-2020-135
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants by their signature herein below that they
have the power authority and right to bind their respective parties to each of the terms of this
Agreement, and shall indemnify City fully, including reasonable costs and attorneys fees, for
any injuries or damages to City in the event that such authority or power is not, in fact held by
the signatory or is withdrawn.
b. This Agreement must be signed below and may be signed in counterpart and
delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other
means that displays the original or a copy of the signatures. Any subsequent amendments may
be signed and delivered in the same manner.
IN WITNESS WHEREOF, the parties hereto have executed this Renewal Agreement
on the date and year first written above.
ATTEST:
DAISY GOMEZ
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By: L, A . Rt+
Laura A. Rossini
Acting Chief Assistant City Attorney
FOR APPROVAL:
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Kathryn Do 5(JUI 27, 202015:36 PDT)
Kathryn Downs, Executive Director
Finance & Management Services Agency
CITY OF SANTA ANA
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