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HomeMy WebLinkAboutItem 12 - Collection Agency Services Finance and Management Services www.santa-ana.org/finance Item # 12 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report August 5, 2025 TOPIC: Collection Agency Services AGENDA TITLE Agreement with BC Services, Inc. for Collection Agency Services (Specification No. 25- 040) (General Fund) RECOMMENDED ACTION Authorize the City Manager to execute an agreement with BC Services, Inc. to provide collection agency services for a term beginning August 5, 2025 and expiring August 4, 2028, with provisions for two (2) 1-year extensions (Agreement No. A-2025-XXX). GOVERNMENT CODE &84308 APPLIES: Yes DISCUSSION As part of its regular operations, the City routinely processes payments to vendors and collects monies owed to Santa Ana. The Treasury and Customer Services Division JCS) has historically led the City's collection efforts, managing delinquent account referrals from all agencies. In addition, the City contracts with outside billing and collection services for paramedic services and parking ticket citations. When both internal efforts and contracted services are unable to recover outstanding debts, the accounts may be referred to an outside collection agency for further action. To support these efforts, TCS is committed to using all available resources to increase the collection of monies legally owed to the City. The City makes several attempts to collect in-house before delinquent accounts are referred to collection agencies. As part of this process, the City issues a minimum of three collection letters to individuals and businesses with outstanding balances. These letters notify them of the amount owed and may offer payment alternatives, such as installment plans. The City strives to ensure that a resident or business is provided an opportunity to resolve their debt before it is escalated to a collection agency. If a customer fails to respond or does not adhere to a mutually agreed upon payment schedule, the account is referred to a third-party collection agency for further action. The referral of delinquent accounts to third-party collection agencies is an efficient method in managing debts owed to the City. These agencies have the resources required to Collection Agency Services August 5, 2025 Page 2 monitor accounts in addition to ensuring compliance with the Fair Debt Collection Practices Act (FDCPA), Federal Fair Credit Reporting Act (FCRA), and other legislation. The selected proposer has proven to adhere to all of the rules required for debt collection, including state laws that protect debtors from harassment, abuse, and deceptive practices. These rules include restrictions on communication times, the use of threatening or profane language, and the representative of debt collection practices. The City's current agreement with its temporary collection agency servicer expires September 30, 2025. To enhance debt recovery and resume regular collection cycles, staff initiated a competitive bidding process. Request for Proposals (RFP) No. 25-040 was issued on March 12, 2025, on the City's online bid management and publication system. A summary of vendor participation and results is as follows: 72 Vendors Notified 1 Santa Ana Vendor Notified 31 Vendors Downloaded the RFP Packet 9 Proposals Received 0 Proposals Received from Santa Ana Vendors Proposals were solicited, opened on April 10, 2025, and evaluated. Nine (9) proposals were submitted by the RFP deadline, and eight (8) proposals were determined to be responsive to the specifications and met the City's requirements. An evaluation committee reviewed the responsive proposals and rated them according to the criteria listed in the RFP. Staff recommends awarding an agreement to the BC Services, Inc. ("BCS") (Exhibit 1). The proposal submitted by BCS was found to meet the City's needs, offers the best value, and is appropriate for the services requested. BC Services possesses a strong background and experience, understanding of the scope of work, and value added customer service. Local Outreach Efforts The Purchasing Division advertised this project on the City's online bid management and publication system, which directly notified one (1) Santa Ana vendor. However, no Santa Ana vendors downloaded the RFP packet or submitted a bid for consideration. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Payment for services is contingent upon successful collection, regardless of effort spent on individual accounts. There is no direct fiscal impact on any expenditure accounts. The vendor will retain a fee ranging from 14.5% to 25% of the amounts collected. This includes 14.5% for accounts placed with the vendor for initial collection efforts and 25% Collection Agency Services August 5, 2025 Page 3 for accounts that have previously been worked by another collection agency or that require City-authorized legal action. These types of fees are standard within the industry and are lower than the rates currently paid by the City. BCS has also agreed that the City may withdraw any uncollected accounts at any time without charge or penalty. As a result, net revenues will be reduced by the amount paid to the vendor for collections. EXHIBIT(S) 1. Consultant Agreement with BC Services, Inc. 2. RFP 25-040 Submitted By: Alex Trinidad, Executive Director, Finance and Management Services Agency Approved By: Alvaro Nunez, City Manager EXHIBIT 1 AGREEMENT FOR COLLECTION AGENCY SERVICES BETWEEN BC SERVICES, INC. AND CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 5th day of August, 2025 by and between BC Services, Inc. ("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("City"). RECITALS A. On March 12, 2025, the City issued a Request for Proposal No 25-040 ("RFP") by which it sought to retain a firm having the required skill and knowledge in general collection agency services. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that Consultant is able and willing to provide such services to the City described in the scope of work that was included in the RFP. The RFP is referenced herein as if incorporated in full. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will 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 terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth below and in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. Consultant shall provide services on a contingency basis and retain commission on all monies actually collected on assigned accounts, whether paid to City or Consultant, at the following rates: i. 14.5%for all first and second placement accounts receivable initially placed for collection with Consultant beginning September 1, 2025; ii. 25%for all second placement accounts receivable initially placed for collection with Consultant beginning January 1, 2026; and iii. 25% for accounts requiring City-authorized legal action whereas approval must be obtained from City prior to initiating any legal action on an account. Page 1 of 13 #2068906vl b. Consultant agrees that City may withdraw any uncollected accounts without any charge or penalty regardless if collection efforts were made. c. Payment, less commission, shall be remitted to City by the 20th day of the month following collection with supporting documentation evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the Consultant will be authorized to deposit payments directly into City's account(s) with financial institutions. City agrees that any outstanding service invoices will also be remitted payment directly into Consultant's account(s) with financial institutions through ACH transfers. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a three (3) year term with the option for the City to grant up to two 1-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Page 2 of 13 #2068906vl Documents & Data. Consultant makes no such representation and wairanty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services,products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and$2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies,with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and Page 3 of 13 #2068906vl personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, it's City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty(30)days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non- renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Finance & Management Services Agency, City of Santa Ana, 20 Civic Center Plaza (M-15) P.O. Box 1988, Santa Ana, California 92702. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements(or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. Page 4 of 13 #2068906vl 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1)for personal injury, damages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its 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. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,trademark, or copyright infringement,including costs,contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work 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 the 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 the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such Page 5of13 #2068906vl 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. 11. CONFLICT OF INTEREST CLAUSE a. 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 Agreement. b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any Ca1PERS retiree as authorized by City Council resolution d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in Page 6of13 #2068906vl subsections (b) and(c) above. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed,religion, sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. 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 or 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 is not embodied herein. 14. 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. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. Page 7 of 13 #2068906vl b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy.No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar,nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION-VENUE 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. 18. 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. 19. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Finance &Management Page 8 of 13 #2068906vl Services Agency City of Santa Ana 20 Civic Center Plaza(M-15) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Alexandra Slocum EVP Sales and Marketing BC Services, Inc. 550 Disc Drive Longmont, CO 80503 Fax: (303) 532-3544 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, 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 fax, 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has 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 attorney's 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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [SIGNATURES ON FOLLOWING PAGE] Page 9 of 13 #2068906v1 IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney Y — Andrea Garcia-Miller Chris Gaddis Assistant City Attorney CEO RECOMMENDED FOR APPROVAL: Alexander Td I'd Id(J,[21,202514:11 PDT Alex Trinidad, CPA Executive Director Finance anal Management Services Agency Page 10 of 13 ##2068906v I EXHIBIT A SCOPE OF SERVICES Revenue collection services for unpaid and delinquent accounts receivables will include: • Collection of miscellaneous delinquent accounts receivable items where customers have not paid for services or charges from the City (e.g. Third-Party Liability Billing, Business License Delinquent Accounts, Municipal Utility Services Delinquent Accounts, Dog License Delinquent Accounts, etc.). • Collection on delinquent Administrative Citations where members of the public have not paid for citation(s)issued due to a code violation within the City limits. • Administrative Citations and/or Unpaid City Taxes and Fees associated with Cannabis Accounts • Collection of delinquent paramedic and ambulance ground emergency medical transportation service charges. • Collection of other debts, charges, or monies owed to the City by members of the public and current or previous employees or officials of the City Required Scope of Services: 1. Firm shall provide collection services for debts owed to the City for Delinquent Billing. 2. Firm shall designate a manager for the City's account who will be the City's primary contact with the Firm. 3. City and/or City's contracted third party vendor shall submit delinquent accounts for collection via e-mail or electronic filing. Firm shall provide acknowledgement within five (5) business days of account placement. 4. City shall provide documentation to firm for each account,including name, any available customer information, last known address, account number, and balance due. 5. Firm shall make a minimum of two written or telephone contacts for each account (unless the account clears sooner)within forty-five (45) days of receipt of account. 6. Firm shall maintain complete records of each account referred by the City, including all correspondence, documents, account records, transactions and a detailed log of all collection efforts of actions. These records shall be retained for a minimum of three years after termination of collection actions on each account. 7. The firm shall provide a detailed action plan outlining its backup and disaster recovery procedures for servers containing debtor data, ensuring data integrity, security, and business continuity in the event of a disaster. 8. Firm shall provide to the City a monthly report on the status of each account including: account number, customer name, the amount received, the balance due and date of last payment, and the actions taken on the account. Firm should immediately advise the City of any account that is paid in full or deemed uncollectible. If an account is deemed uncollectible, information regarding this determination must be provided to the City. The firm is not entitled to collection fees after it determined that an account is uncollectible,regardless if payment is made to the City. 9. Firm shall provide to the City quarterly financial summary reports including totals for receipts, net accounts receivable,total accounts receivable, and collection percentage. Page 11 of 13 #2068906vl 10. Firm shall provide to the City an annual financial summary report as of June 30th (City's fiscal year end) including totals for receipts, net accounts receivable, total accounts receivable and collection percentage. This report should be submitted to the City no later than July 31 st of each year. 11. At any time, all records of the firm pertaining to the City shall be subject to inspection, review, or audit by City, State, or Federal officials, during the contract period and for seven years after the termination of the contract. 12. Firm shall guarantee the confidentiality, security and safety of all files, documents and information provided by the City, except as to disclosure required by federal and state laws and regulations. 13. Firm will exercise its best ethical, prudent, lawful, and professional efforts to secure collections on all accounts referred by the City. Collections activities shall comply with all federal, state and local laws, and applicable regulations including but not limited to the Federal Fair Debt Collection Practices Act. 14. Firm will process all customer payments in accordance with applicable Payment Card Industry (PCI) security requirements. 15. Firm shall be HIPPA(Health Insurance and Portability and Accountability Act of 1996)compliant and maintain compliance throughout the term of the contract. 16. In accordance with the Fair and Accurate Credit Transaction (FACT) Act, the firm must have an identity theft prevention program in place. 17. Firm shall report all uncollectible accounts to Experian. Reporting must be done in accordance with all federal, state and local laws, including but not limited to, the Fair Debt Collections Practices Act, the Federal Equal Credit Opportunity act, and the Consumer Credit Protection Act. Firm shall not report accounts to Experian until the firm has worked the account for 45 days. At the request of the City, the firm shall remove an account notification from Experian and provide a copy of that notification to the City. The City retains the right to recall any accounts assigned for collection without charge or penalty from the firm. Upon recall by the City, no further collection efforts on recalled accounts may be undertaken. If the account being recalled was reported to Experian, it is expected that the record be cleared from the customer's credit report and written confirmation provided to the City upon request. 18. Firm reporting shall comply in accordance with the Federal Fair Credit Reporting Act (FCRA) regulations which established two types of debt categories. 1) "Permissible Debt" such as, unpaid utility billings, unpaid paramedic billings, and any unpaid sums relating to City Services which were electively sought or contracted for from the City, and 2) "Prohibited Debt" such as, taxes, licensing and permit fees, towing & impound fess/costs, administrative code violations, and damage to City property. Permissible debts may continue to be reported to credit reporting agencies; prohibited debts may not. 19. Firm shall not assign or subcontract any portion of this agreement or transfer or assign any claim, pursuant to the contract, without the written consent of the City. 20. Firm shall make contacts with delinquent accounts under the name of the firm and not the City of Santa Ana. 21. Firm shall instruct consumers to submit payments to the firin and not to the City of Santa Ana except by written agreement by the City. The firm shall be notified of any payments made to the City of Santa Ana for accounts under collection with the firm. The firm will be entitled to collection fees only if notice was sent to the assigned accounts. The firm will not be entitled to collection fees if payment was submitted to the City and no work was yet done on the assigned accounts. 22. Firm shall collect and deposit payments from customers and on no later than the 20t" day of every Page 12 of 13 #2068906vl month following collection, submit an ACH deposit to the City for all monies collected in the previous month, less collection fees, along with a report including the account name and number, amount collected and collection fees. 23. Any compromise settlement of principal or charges shall be agreed upon in writing between the film and the City prior to acceptance. 24. Firm may allow for time payment agreements (payment plans) and may enter into time payment agreements with consumers for any period less than one year without the consent of the City. Any time payment agreement extending beyond one year from the date of initiation of plan or any account owing more than $5,000 must be agreed upon in writing between the firm and the City prior to acceptance. 25. No legal actions shall be taken by the firm without express written consent of the City. 26. Firm shall be solely responsible for any and all costs incurred in and associated with the collection of debts referred to it by the City. 27. In the event of contract termination or the bankruptcy/dissolution of the firm, all accounts and documentation relating to City accounts shall be returned to the City, regardless of status or payment arrangements made with consumers. Page 13 of 13 #2068906vl Consultant Agreement-BC Services Collections AO_BCS (002) Final Audit Report 2025-07-21 Created: 2025-07-21 By: Kristin Andrade(kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAakeTXHJOKPYvuY73vkQFY8FbL5H-pxz8 "Consultant Agreement—BC Services Collections - CAO_BCS (0 02)" History Document created by Kristin Andrade (kandrade@santa-ana.org) 2025-07-21 -5:24:04 PM GMT Document emailed to Alexander Trinidad (atrinidad@santa-ana.org)for signature 2025-07-21 -5:24:22 PM GMT Email viewed by Alexander Trinidad (atrinidad@santa-ana.org) I2025-07-21 -8:15:06 PM GMT Document e-signed by Alexander Trinidad (atrinidad@santa-ana.org) Signature Date:2025-07-21 -9:11:53 PM GMT-Time Source:server Agreement completed. 2025-07-21 -9:11:53 PM GMT Adobe Acrobat Sign EXHIBIT 2 REQUEST FOR PROPOSALS NO. 25-040 FOR COLLECTION AGENCY SERVICES 11 oDtI. T FOVNDF DfiB CITY OF SANTA ANA KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers. Issue Date: Wednesday, March 12, 2025 Deadline for Questions: Monday, March 24, 2025, 4:00 P.M. Proposal Due Date: Thursday, April 10, 2025, 4:00 P.M. 11 CITY OF SANTA ANA TABLE OF CONTENTS I. BACKGROUND...........................................................................................................................3 II. OVERVIEW OF PROJECT..........................................................................................................3 III. TERM OF AGREEMENT ............................................................................................................3 IV. MINIMUM QUALIFICATIONS......................................................................................................3 V. RESPONSE TO RFP ..................................................................................................................3 VI. CERTIFICATIONS (ATTACHMENTS).........................................................................................8 VII. REFERENCES............................................................................................................................8 VIII. MINIMUM SCOPE AND LIMIT OF INSURANCE......................................................................... 9 IX. SELECTION PROCEDURES & CRITERIA ................................................................................. 9 X. WITHDRAWALS........................................................................................................................ 10 XI. GENERAL TERMS AND CONDITIONS .................................................................................... 10 XII. AWARD OF AGREEMENT........................................................................................................ 15 XIII. IMPLEMENTATION................................................................................................................... 15 EXHIBITS Exhibits provided herein for Proposers'reference only. EXHIBIT I —SCOPE OF SERVICES EXHIBIT 11—SAMPLE AGREEMENT ATTACHMENTS A PROPOSER'S CERTIFICATION, PROPOSAL ITEM PRICING B REFERENCES C PROPOSER'S STATEMENT D NON-COLLUSION AFFIDAVIT E NON-LOBBYING CERTIFICATION F NON-DISCRIMINATION CERTIFICATION 1 CITY OF SANTA ANA I. BACKGROUND The City of Santa Ana, California, is rich in culture and pride, the county seat of Orange County, and encompasses an area of approximately 27 square miles. For more information, please visit https://www.santa-ana.org/ II. OVERVIEW OF PROJECT The City of Santa Ana (City) is seeking proposals from qualified firms and organizations (Proposers) to provide general collection services for the City's delinquent accounts and past due invoices. See EXHIBIT I for the complete Scope of Services. The term "Vendor", "Proposer", "Firm", "Consultants", and "Contractor" shall refer to any legal entity or entities submitting a proposal in response to this Request for Proposals (RFP). III. TERM OF AGREEMENT The anticipated term of the agreement is for an initial period of three (3) years. The City may, at its discretion, extend the agreement with the same or more limited scope of required services for two (2) additional one-year periods, upon mutual agreement contingent upon City Council approval, or City Manager or City Attorney authorization, as appropriate. The total term of the awarded agreement shall not exceed five (5) years. Usage is not guaranteed. Execution of an agreement between the City and successful firm(s) and/or individual(s) does not guarantee work throughout the duration of the contract period. Numerous factors will be evaluated by the City in its delivery of project and assignments, including technical expertise required. IV. MINIMUM QUALIFICATIONS 1) Contractor must have been in business continuously for the most recent five (5) years prior to the date of this RFP. 2) Minimum three (3) most recent years of experience performing similar services as those detailed in the Scope of Services section of this RFP. 3) The firm must be licensed and in good standing with the State of California's Department of Financial Protection & Innovation to perform debt collection services. 4) In accordance with the Fair and Accurate Credit Transaction (FACT)Act, the firm must have an identity theft prevention program in place. V. RESPONSE TO RFP A. SUBMITTAL INSTRUCTIONS It is the responsibility of the Proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to the RFP due date and time. Proposals, including all required sections and forms, shall be submitted electronically via the City's Bid Management System, PlanetBids. No other form of submittal will be accepted. PlanetBids will not accept late proposals and no exceptions shall be made. Proposers will receive an e-bid confirmation number with a time stamp from PlanetBids indicating that their City of Santa Ana RFP No.25-040 Page 3 of 33 1 CITY OF SANTA ANA proposal was submitted successfully. The City will only receive and consider those proposals that were transmitted successfully. Submit proposal online at: http://www.planetbids.com/portal/Rortal.cfm?CompanylD=20137. Proposer shall be solely responsible for informing itself with respect to the proper utilization of the bid management system, for ensuring the capability of their computer system to upload the required documents, and for the stability of their internet service. Failure of the Proposer to successfully submit an electronic proposal shall be at the Proposer's sole risk and no relief will be given for late and/or improperly submitted proposals. Proposers experiencing any technical difficulties with the bid submission process may contact PlanetBids at (818) 992- 1771. Questions of an operational nature may be directed to the City's assigned Buyer. Neither the City, nor PlanetBids, makes any guarantee as to the timely availability of assistance, or assurance that any given problem will be resolved by the bid submission deadline. Proposals shall NOT be sent via telegraphic, electronic, or facsimile means. All notifications, updates and addenda will be posted online on PlanetBids at https://www.planetbids.com/portal/portal.cfm?CompanylD=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. B. COMMUNICATION / CONTACT WITH CITY STAFF Unless otherwise authorized herein, Proposers who are considering submitting a proposal in response to this RFP, or who submit a proposal in response to this RFP, are only to communicate with the assigned Project Coordinator(s), and no other City staff about this RFP from the date this RFP is issued until a contract is awarded. The City will provide all official communication concerning this RFP in writing via the City's Bid Management System, PlanetBids. The City will not be responsible for or bound by any oral communication or any other information or contact that occurs outside the official communication process specified herein, unless confirmed in writing by the designated Project Manager(s). C. REQUEST FOR INFORMATION OR CLARIFICATION /QUESTIONS Questions regarding this RFP shall be submitted via PlanetBids. Responses to all questions will be posted on PlanetBids no later than the date and time shown at the schedule of key RFP dates on the cover page of this RFP. All prospective Proposers are advised to visit PlanetBids on a regular basis as responses may be posted earlier than the date above (if applicable). No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. Significant interpretations or clarifications and responses to questions received by the deadline will be addressed via addenda to this RFP, which will be released and posted on PlanetBids under the "Addenda/Emails" tab. General process questions may be directed to the following: Jacques Lam Buyer Ilam(a�santa-ana.orq City of Santa Ana RFP No.25-040 Page 4 of 33 1 CITY OF SANTA ANA D. EXCEPTIONS Requests submitted for City's consideration of proposed terms and conditions, including modifications to the City's RFP and/or Contract terms and conditions must be submitted by the deadline for questions. Such requests should include an attachment in Word or PDF format on formal company letterhead that shows the requested modifications. Should the Proposer be considered for award recommendation and progress into the negotiations phase, the requests for exceptions or modifications to the City's terms and conditions will be discussed at that time. The City will not accept any requests after the deadline for questions and reserves the right to reject or strike any requests for exceptions or additional terms and conditions related to Agreement, RFP, and insurance and indemnification terms and conditions. E. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City's PlanetBids system, https://www.planetbids.com/portal/portal.cfm?CompanylD=20137. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. F. UNDERSTANDING PROPOSAL It is the responsibility of each Proposer to inquire about any criteria, condition, term, provision, or requirement of the RFP that the Proposer does not understand. Responses to inquiries, if they significantly change or clarify the RFP requirements or any aspect of the procurement process, will be forwarded by addenda to all Proposers. The City will not be bound by any oral responses to inquiries. By submitting proposals, Proposers assert that they have fully read the RFP and any addenda issued by the City, the proposed Contract and any other Contract Documents, and affirm that the terms and conditions stated therein are fully understood and are acceptable to the Proposer. Each Proposer accepts the terms and conditions of the Contract Documents and indicates their ability and willingness to perform the requested services under such terms and conditions. Any exceptions to the terms and conditions set forth in the Contract Document shall be submitted to the City by the deadline to submit requests for information or clarification/questions set forth herein. G. PROPOSAL CONTENTS Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Colored displays, promotional materials, photographs etc., are not necessary or desired. Emphasis should be concentrated on conformance to RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. Digital dividers and clear organization of content and material are encouraged. 1. Statement of Qualifications (SOQ) SOQ must include a Table of Contents and be limited to a maximum of 20 pages (excluding City's required Certifications listed in Section VIII below; Proposal Cover Letter, section dividers, table of contents, front/back cover pages). The page limitation includes all appendices, attachments, and supplemental information. Additionally, SOQ must include the following: a. Cover Letter Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity. Cover Letter shall not exceed one page. City of Santa Ana RFP No.25-040 Page 5 of 33 1 CITY OF SANTA ANA Cover letter must be addressed to the following City Project Manager: Alejandra Gutierrez, Treasury and Customer Services Manager and Robert Zubiate, Senior Management Analyst City of Santa Ana — Finance & Management Services Agency 20 Civic Center Plaza, M-15 Santa Ana, CA 92701 b. Services Provided A description of proposed services to be provided and how they meet the needs of the City as described in Exhibit I —Scope of Services. c. Agreement Statement Proposal shall include a statement outlining your concurrence or reference to concerns previously submitted with any and all provisions as contained in EXHIBIT II —Sample Agreement of this RFP (if any). d. Firm and Team Experience Proposal shall include a profile of the firm's experience including the following: i. A general description of the firm, including size and number of employees working directly with the City on this agreement, and the firm's Nationwide Multistate Licensing System (NMLS) ID number. ii. Firm's nearest address serving the City of Santa Ana and headquarters address. iii. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement. The Project Manager/Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited to an interview. iv. Resumes for all key staff proposed describing relevant experience. e. Proposed Work Plan Proposal shall include a statement demonstrating the firm's understanding of the Scope of Services and the ability of the firm to make collections in all fifty states, in addition to the firm's ability to file reports with all three national credit bureaus. Additionally, proposed work plan shall include Proposers': i. Anticipated approach to performing services as specified herein; ii. Suggestions or special concerns the evaluation committee should take into consideration (if any); iii. Description of deliverables and implementation plan. Proposer shall submit a general description of the deliverables, implementation plan, and timeline. iv. Description of the methodology that will be followed in carrying out the responsibilities outlined in Exhibit I — Scope of Services. Clearly describe all collection services proposed for the City. As a part of the description, identify the responsibilities of the City and the responsibilities of the firm. Also, describe the coordination required between the customer, the City, and the firm if an City of Santa Ana RFP No.25-040 Page 6 of 33 1 CITY OF SANTA ANA account is assigned. Please provide any additional information or suggestions that will aid in the City's selection process. v. Provide sample copies of the type of reports the City could expect to receive from the firm with each report clearly marked as to the type of information the particular report is trying to convey (this can be included as part of an attachment). A monthly report on the amount assigned, the amount collected, the amount returned, and the overall collection rate is required, at minimum. vi. Provide sample letters to be sent to delinquent accounts. Be sure to indicate what collection method each letter pertains to (this can be included as part of an attachment). vii. Provide a statement of the dollar amount(s) of an account below which your firm will not actively pursue regular collection and/or legal action. (Indicate whether dollar amount(s) is applied per individual assigned debt or bundled per multiple assigned debts). viii. Identify any toll-free numbers / dedicated email addresses for customer service and support and during what hours live phone assistance and email assistance are available in PST/PDT times. f. References: Attachment B— References shall be submitted for similar projects performed for state and/or similar government clients. 2. Cost Proposal All Proposers are required to submit a fixed rate fee with their Cost Proposal. Compensation shall be contingent upon actual collections of debts owed to the City. Agency may subtract a fee negotiated through this agreement, from the amount of the debt collected and paid to the City, as a percentage of the debt collected with a specified maximum. All Proposers must identify the fee or percentage, how it is determined, and the fee must be consistent across all debts collected. Furthermore, the City may withdraw any uncollected accounts without any charge or penalty regardless if collection efforts were made. Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Cost Proposal must include a payment schedule if applicable. City reserves the right to negotiate compensation and/or payment schedule prior to award of any resulting agreement. When applicable, if providing hourly rate sheets, Proposer shall not include rate ranges or averages. The City shall not provide reimbursement for travel-related expenses, mileage, parking, lodging, meals, incidental fees, insurance,freight/shipping and handling/delivery, and any other business expenses, supplies and materials related to providing services as specified herein. Additional costs will not be considered and will not be reimbursed by the City, therefore, such costs must be absorbed in Proposer's cost proposal fee structure. Any language related to travel reimbursement shall be stricken from the document by the City and if not stricken, shall be deemed invalid. Proposals shall be valid for a minimum of one hundred eighty (180) days following Proposal deadline. The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become property of the City. City of Santa Ana RFP No.25-040 Page 7 of 33 1 CITY OF SANTA ANA Pricing shall remain firm for the entire initial Agreement term. Thereafter, any proposed pricing adjustment for follow-on renewal periods shall be submitted to the City Representative in writing at least ninety (90) days prior to the new Agreement term. The City reserves the right to accept, reject, or negotiate any proposed pricing adjustment not to exceed the Bureau of Labor Statistics Consumer Price Index (CPI) data as follows: Los Angeles-Long Beach-Anaheim, CA; All Urban Consumers; Not Seasonally Adjusted; annualized change comparing the most recent month's reported data to the same month of the prior year. (This information may be found on the U.S. Department of Labor's website at www.bls.gov.) VI. CERTIFICATIONS (ATTACHMENTS) In addition to the SOQ, Narrative/Technical Proposal, and Cost Proposal, the following forms, included in this RFP, shall be signed and included as part of the proposal submittal package: • Attachment A: Proposer's Certification and Proposal Item Pricing • Attachment B: References • Attachment C: Proposer's Statement • Attachment D: Non-Collusion Affidavit • Attachment E: Non-Lobbying Certification • Attachment F: Non-Discrimination Certification The proposal must be completely responsive to the RFP. Incomplete proposals will be deemed as nonresponsive and will be rejected. The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any commitment will be awarded pursuant to this RFP or otherwise. PLEASE NOTE: • All forms above must be signed by a representative of the Firm that is legally authorized to contractually bind the Proposer. • City will not waive notarization requirement when applicable on any of the required attachments. VII. REFERENCES Contractor shall provide three (3) references from other similar public agencies for which services similar to those specified in this RFP have been performed, including contact names and telephone numbers. Use ATTACHMENT B — References. The respondent grants permission for the City to contact any individuals listed as references. City may disqualify a Proposer if. • References fail to substantiate Proposer's description of services and deliverables provided; or • References fail to support that Proposer has a continuing pattern of providing capable, productive, and skilled personnel, or • City is unable to reach the point of contact with reasonable effort. It is the Proposer's responsibility to inform the point of contact(s) of normal City working hours. City of Santa Ana RFP No.25-040 Page 8 of 33 (9) CITY OF SANTA ANA VIII. MINIMUM SCOPE AND LIMIT OF INSURANCE See Exhibit II— Sample Agreement IX. SELECTION PROCEDURES & CRITERIA A. Evaluation: The City will establish a proposal review committee. The review committee will evaluate proposals based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth below. B. Scoring Criteria: Proposers will be ranked by the review committee based on the following criteria: CATEGORY POINTS Responsiveness to RFP • Proposal's compliance with the requirements of this RFP. • Scope of Services offered including ability to provide optional services. 15 • The value to any new and/or innovative product or service suggestions or other new ideas and enhancements. Experience of Firm and Personnel • The experience, resources, and qualifications of the firm and individuals 40 assigned to this account, including manager, supervisor and assigned staff. Proposed Pricing 35 • Reasonableness of Cost References 10 + References that are similar in size and project scope to the City. TOTAL POSSIBLE SCORE 100 Before interviews—if held Interviews • The City reserves the right to conduct interviews with the highest-rated firm(s). In the event the City does perform an interview process, the 20 following is the maximum number of additive points that may be applied to the proposal score. Total possible score may exceed 100 points. C. Rankings: A final score will be calculated for each submitted proposal and used to rank Proposers. Based upon the foregoing criteria, all proposals shall be ranked by score. Only those proposals receiving a score above 70 will be considered for award. The City reserves the right to award the contract to any proposer(s) with a score above 70. The review committee will evaluate proposers based on their response to the RFP and the City evaluation criteria set forth above. D. Interviews: The review committee may invite the proposers to interview. If invited to interview, Proposers must be prepared to include key personnel in the interview and/or presentation. The City reserves the right to seek additional information from any or all Proposers invited to present proposals. A final score will be calculated for each submitted proposal and used to rank Proposers. City reserves the right to begin negotiations and enter into a contract without holding interviews, or further discussions. City of Santa Ana RFP No.25-040 Page 9 of 33 1 CITY OF SANTA ANA E. Selection: The City is under no obligation to accept any proposal and reserves the right to negotiate with respondents as to fees and terms. The City may reject proposals at its sole discretion. If proposal fails to satisfy any requirements outlined in this RFP, it may be considered non-responsive and may be rejected. The City shall not be obligated to accept the lowest priced proposals, but will make awards in the best interests of the City after all factors have been evaluated. The review committee will recommend the qualified Proposers to the City Council or City Manager for award of contract, as appropriate. X. WITHDRAWALS Proposers are responsible for verifying all prices and information before submitting a proposal. Prior to the proposal due date, the Proposer or Proposer's representative may withdraw the proposal by providing written notice of the proposal withdrawal to the City Contact/Project Manager. Verbal or telephonic withdrawals are not permissible. XI. GENERAL TERMS AND CONDITIONS A. AMERICANS WITH DISABILITIES ACT The awarded Contractor hereby certifies that it will comply, as applicable, with the Americans with Disabilities Act of 1990 ("ADA"), 42 USC §§ 12101 et seq., and its implementing regulations, including Subtitle A, Title II of the ADA. Contractor will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any contract entered into by the awarded Contractor (or any subcontract thereof), relating to this RFP, shall be subject to the provisions of this paragraph. B. CITY BUSINESS LICENSE The selected proposer must obtain a City of Santa Ana Business License prior to the execution of a contract and must provide a copy to the Buyer assigned to this RFP. The awarded party shall maintain a current business license throughout the term of the resulting contract. Procedure to obtain a City of Santa Ana Business License is available by contacting the Finance and Management Services, Business Tax Office at (714) 647-5447 or on the City's website: www.santa-ana.org C. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. D. CONFLICT OF INTEREST Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the City. This obligation shall apply to the Contractor; the Contractor's employees, agents, and Subcontractors associated with accomplishing work and services hereunder. The Contractor's efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, and Subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of the City. City of Santa Ana RFP No.25-040 Page 10 of 33 1 CITY OF SANTA ANA Each Proposer must disclose any existing or potential conflict of interest relative to the performance of the contractual services resulting from this RFP. Any such relationship that might be perceived or represented as a conflict should be disclosed. The City reserves the right to disqualify any Proposer on the grounds of actual or apparent conflict of interest. No person, firm, or subsidiary thereof who has been awarded this Contract may be awarded a Contract for the provision of services, the delivery of supplies, or the provision of any other related action which is required, suggested, or otherwise deemed appropriate as an end product of this Contract. Therefore, Contractor is precluded from contracting for any work recommended as a result of this Contract. E. CONTRACTOR'S EXPENSE Pre-Contractual Expenses: The City is not liable for any costs incurred by Proposers prior to entering into a formal contract. Costs of developing a response to this RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City. Pre- contractual expenses are not to be included in the cost proposal. Pre-contractual expenses include, but are not limited to, preparation of the proposal, submission of the proposal and additional information, attendance at pre-proposal conference, negotiating any matter related to this RFP with City, and/or any other expenses incurred by the Proposer prior to the date of award and execution, if any, of the contract. Other Expenses: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on City sites during the performance of work and services under this Contract. F. CONTRACTOR'S PROJECT MANAGER/KEY PERSONNEL Except as formally approved by the City, the key personnel identified in Contractor's proposal shall be the individuals who will actually complete the work. Changes in staffing must be reported in writing and approved by the City. The City shall have the right to require the removal and replacement of the Contractor's Project Manager and key personnel under the awarded contract. The City shall notify the Contractor in writing of such action. The City is not required to provide any reason, rationale, or additional factual information if it elects to request any specific key personnel be removed from performing services under the awarded contract. The City shall review and approve the appointment of the replacement for the Contractor's personnel. Said approval shall not be unreasonably withheld. Standards of Conduct: Contractor's personnel shall be courteous and maintain good working relationships with all stakeholders, state or outside agencies, other team members and staff within the City. G. COST PROPOSAL The awarded Contractor agrees to provide the purchased services at the costs, rates, and fees as set forth in their Fee Schedule in response to this RFP. No other costs, rates or fees shall be payable to the awarded Subcontractor for implementation of their proposal. H. DATA RETENTION Contractor shall be responsible for retaining data, records, and documentation for the preparation of required items. These materials shall be made available to and as requested by City. City of Santa Ana RFP No.25-040 Page 11 of 33 1 CITY OF SANTA ANA All materials, documents, data or information obtained from the City Data files or any City medium furnished to Contractor in the performance of an awarded contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of the contract. All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act. I. DRUG-FREE WORKPLACE The awarded Contractor certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the contract or both, and the Contractor may be ineligible for award of any future City contracts. J. EXAMINATION Proposer represents that it has thoroughly examined and become familiar with the services and responsibilities required this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City's objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in relation to this RFP are fully incorporated. Any irregularities or lack of clarity in the RFP should be brought to the designated City Contact/Project Manager's attention as soon as possible so that corrective addenda may be furnished to prospective Proposers. Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. K. EXECUTION OF AGREEMENT Upon successful negotiations, the City and the selected Proposer will enter into an Agreement similar to that as shown in EXHIBIT II — Sample Agreement of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to disqualify them without any further obligation L. FISCAL NONFUNDING CLAUSE In the event sufficient budgeted funds are not available for a new fiscal period, the City shall retain the right to notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period and terminate the contract on the last day of the current fiscal period without penalty or expense to the City. M. INDEPENDENT CONTRACTOR Contractor is considered an independent Contractor and neither Contractor, its employees, nor anyone working under Contractor will be considered an agent or an employee of City. Neither Contractor, its employees, nor anyone working under Contractor, will qualify for workers' compensation or other fringe benefits of any kind through City. City of Santa Ana RFP No.25-040 Page 12 of 33 1 CITY OF SANTA ANA N. JOINT OFFERS/SUBCONSULTANTS Where two or more Proposers desire to submit a single proposal in response to this RFP, they should do so on a prime sub-consultant basis. The City intends to contract with a single firm, also known as the prime, and not with multiple firms doing business as a joint venture. Should the use of sub-consultants be offered, the Proposer shall provide the same assurances of competence for the sub-consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub-consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub-consultants in the same manner as the Proposer. The proposer is responsible for all the actions taken by their sub-contractor. The City reserves the right to reject, replace and approve any and all Subcontractors. All Subcontractor(s)shall be identified in the response to the RFP and the City reserves the right to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such Subcontractors. O. LITIGATION STATUS Each Proposer must include in its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to comply with the terms of this provision will disqualify any proposal. The City reserves the right to reject any proposal based upon the Proposer's prior history with the City or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures. P. NEGOTIATIONS The City reserves the right to negotiate final contract terms with any Proposer selected. The contract between the parties will consist of the RFP together with any modifications thereto, and the awarded Contractor's proposal, together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed contract, the RFP, any modifications and clarifications to the awarded Contractor's proposal, and the awarded Contractor's proposal. Specific exceptions to this general rule may be noted in the final executed contract. Negotiations shall be confidential and not subject to disclosure to competing Contractors unless and until an agreement is reached. If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with another Contractor or withdraw the RFP. Q. NON-PAYMENTS Note that payments will NOT be made for any unsatisfactory work until corrected. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach. R. OWNERSHIP OF DOCUMENTS The City has permanent ownership of all directly connected and derivative materials produced under this contract by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the City and may be used by the City as it may require without additional cost to the City. Contractor City of Santa Ana RFP No.25-040 Page 13 of 33 1 CITY OF SANTA ANA shall provide the City copies of documents upon its request at any time. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the City. S. PARKING The City will not provide free parking and/or reimbursement for the cost of parking while providing services and conducting business with the City. T. PROFESSIONAL STANDARDS Contractor staff shall be courteous to the public and City staff utilizing facilities where Contractor is performing work, but shall be responsive only to the requests of the City's Project Manager or designee. Contractor staff shall direct all inquiries to Project Manager or designee. Contractor acknowledges that City locations consist of public-use facilities and recognizes the obligation to ensure Contractor personnel and agents maintain the highest level of professional standards in attire, decorum, and interaction with the public and City personnel. U. PROJECT MANAGER The selected Proposer will assume responsibility for all services in its proposal. The selected Proposer shall identify a sole point of contact, Project Manager, with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. V. PROPOSAL VALIDITY Services, pricing, and warranties indicated in a Proposer's Proposal must be valid for a period of 180 days at minimum after the submission of the Proposal. W. PUBLIC AGENCIES Other public agencies, as defined by California Government Code Section 6500, may choose to use the terms of this Contract, subject to Contractor's acceptance. The City is not liable or responsible for any obligations related to a subsequent contract between Contractor and another public agency. X. PUBLIC RECORDS Proposals will become public record after the award of a contract unless the proposal or specific parts of the proposal can be shown to be exempt by law. Each Proposer may clearly label all or part of a proposal as"CONFIDENTIAL" provided that the Proposer thereby agrees to indemnify and defend the City for honoring such a designation. The failure to so label any information that is released by the City shall constitute a complete waiver of any and all claims for damages caused by any release of the information. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act. Y. SUBCONTRACTORS Proposals in response to this RFP must identify any Subcontractors, and outline the contractual relationship between the Awarded Subcontractor and each Subcontractor. An official of each proposed Subcontractor must sign, and include as part of the proposal submitted by the Prime Contractor, a statement to the effect that the Subcontractor has read and will agree to abide by the awarded Contractor's obligations. Any Subcontractor proposed after award of contract must be approved by the City before commencement of work. City of Santa Ana RFP No.25-040 Page 14 of 33 1 CITY OF SANTA ANA The City will look solely to the awarded Contractor for the performance of all contractual obligations which may result from an award based on this RFP, and the awarded Contractor shall not be relieved for the non-performance of any or all Subcontractors. XII. AWARD OF AGREEMENT Selected Contractor(s) will be notified in writing. Any award is contingent upon the successful negotiation of final contract terms. A. EXECUTION OF AGREEMENT A standard agreement is included as EXHIBIT II Sample Agreement of this RFP. "Proposer" will hereinafter be referred to as "Consultant" or "Contractor" in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved. XIII. IMPLEMENTATION A. KICK-OFF MEETINGS The successful proposer will be required to meet with City staff prior to commencement of services or at any time as required by the City, to discuss and agree on operational issues including transition of services and scheduling. City of Santa Ana RFP No.25-040 Page 15 of 33 1 CITY OF SANTA ANA EXHIBIT I SCOPE OF SERVICES Revenue collection services for unpaid and delinquent accounts receivables will include: • Collection of miscellaneous delinquent accounts receivable items where customers have not paid for services or charges from the City (e.g. Third-Party Liability Billing, Business License Delinquent Accounts, Municipal Utility Services Delinquent Accounts, Dog License Delinquent Accounts, etc.). • Collection on delinquent Administrative Citations where members of the public have not paid for citation(s) issued due to a code violation within the City limits. • Administrative Citations and/or Unpaid City Taxes and Fees associated with Cannabis Accounts • Collection of delinquent paramedic and ambulance ground emergency medical transportation service charges. • Collection of other debts, charges, or monies owed to the City by members of the public and current or previous employees or officials of the City Requirements: The exact range and extent of services is subject to negotiation, but at a minimum must include professional services and dedicated personnel to perform the following scope of services: 1. Firm shall provide collection services for debts owed to the City for Delinquent Billing. 2. Firm shall designate a manager for the City's account who will be the City's primary contact with the Firm. 3. City and/or City's contracted third party vendor shall submit delinquent accounts for collection via e- mail or electronic filing. Firm shall provide acknowledgement within five (5) business days of account placement. 4. City shall provide documentation to firm for each account, including name, any available customer information, last known address, account number, and balance due. 5. Firm shall make a minimum of two (2) written or telephone contacts for each account (unless the account clears sooner) within forty-five (45) days of receipt of account. 6. Firm shall discuss their recommended use of skip tracing on delinquent accounts. Firm must provide a description of the specific tools used to conduct skip tracing. 7. Firm shall maintain complete records of each account referred by the City, including all correspondence, documents, account records, transactions and a detailed log of all collection efforts of actions. These records shall be retained for a minimum of three (3) years after termination of collection actions on each account. 8. The firm should be able to provide a detailed action plan outlining its backup and disaster recovery procedures for servers containing debtor data, ensuring data integrity, security, and business continuity in the event of a disaster. 9. Firm shall provide to the City a monthly report on the status of each account including: account number, customer name, the amount received, the balance due and date of last payment, and the actions taken on the account. Firm should immediately advise the City of any account that is paid in City of Santa Ana RFP No.25-040 Page 16 of 33 (9) CITY OF SANTA ANA full or deemed uncollectible. If an account is deemed uncollectible, information regarding this determination must be provided to the City. The firm is not entitled to collection fees after it determined that an account is uncollectible, regardless if payment is made to the City. 10. Firm shall provide to the City quarterly financial summary reports including totals for receipts, net accounts receivable, total accounts receivable, and collection percentage. 11. Firm shall provide to the City an annual financial summary report as of June 30th (City's fiscal year end) including totals for receipts, net accounts receivable, total accounts receivable and collection percentage. This report should be submitted to the City no later than July 31st of each year. 12. At any time, all records of the firm pertaining to the City shall be subject to inspection, review, or audit by City, State, or Federal officials, during the contract period and for seven (7) years after the termination of the contract. 13. Firm shall guarantee the confidentiality, security and safety of all files, documents and information provided by the City, except as to disclosure required by federal and state laws and regulations. 14. Firm will exercise its best ethical, prudent, lawful, and professional efforts to secure collections on all accounts referred by the City. Collections activities shall comply with all federal, state and local laws, and applicable regulations including but not limited to the Federal Fair Debt Collection Practices Act. 15. Firm will process all customer payments in accordance with applicable Payment Card Industry (PCI) security requirements. 16. Firm shall be HIPPA (Health Insurance and Portability and Accountability Act of 1996) compliant and maintain compliance throughout the term of the contract. 17. Firm shall report all uncollectible accounts to the major credit bureaus. a. Reporting must be done in accordance with all federal, state and local laws, including but not limited to, the Fair Debt Collections Practices Act, the Federal Equal Credit Opportunity act, and the Consumer Credit Protection Act. b. Firm shall not report accounts to the credit bureaus until the firm has worked the account for forty-five (45) days. c. At the request of the City, the firm shall remove an account notification from all the affected bureaus and provide a copy of that notification to the City. d. The City retains the right to recall any accounts assigned for collection without charge or penalty from the firm. Upon recall by the City, no further collection efforts on recalled accounts may be undertaken. i. If the account being recalled was reported to any credit bureaus, it is expected that the record be cleared from the customer's credit report and written confirmation provided to the City upon request. 18. Firm reporting shall comply in accordance with the Federal Fair Credit Reporting Act (FCRA) regulations which established two types of debt categories: 1) "Permissible Debt" such as, unpaid utility billings, unpaid paramedic billings, and any unpaid sums relating to City Services which were City of Santa Ana RFP No.25-040 Page 17 of 33 (9) CITY OF SANTA ANA electively sought or contracted for from the City, and 2) "Prohibited Debt" such as, taxes, licensing and permit fees, towing & impound fess/costs, administrative code violations, and damage to City property. a. Permissible debts may continue to be reported to credit reporting agencies; prohibited debts may not. 19. Firm shall not assign or subcontract any portion of this agreement or transfer or assign any claim, pursuant to the contract, without the written consent of the City. 20. Firm shall make contacts with delinquent accounts under the name of the firm and not the City of Santa Ana. 21. Firm shall instruct consumers to submit payments to the firm and not to the City of Santa Ana except by written agreement by the City. a. The firm shall be notified of any payments made to the City of Santa Ana for accounts under collection with the firm. b. The firm will be entitled to collection fees only if notice was sent to the assigned accounts. c. The firm will not be entitled to collection fees if payment was submitted to the City and no work was yet done on the assigned accounts. 22. Firm shall collect and deposit payments from customers on no later than the 15t" day of every month, submit an ACH deposit to the City for all monies collected in the previous month, less collection fees, along with a report including the account name and number, amount collected and collection fees. 23. Any compromise settlement of principal or charges shall be agreed upon in writing between the firm and the City prior to acceptance. 24. Firm may allow for time payment agreements (payment plans) and may enter into time payment agreements with consumers for any period less than one year without the consent of the City. a. Any time payment agreement extending beyond one year from the date of initiation of plan or any account owing more than $5,000 must be agreed upon in writing between the firm and the City prior to acceptance. 25. No legal actions shall be taken by the firm without express written consent of the City. 26. Firm shall be solely responsible for any and all costs incurred in and associated with the collection of debts referred to it by the City. 27. In the event of contract termination or the bankruptcy/dissolution of the firm, all accounts and documentation relating to City accounts shall be returned to the City, regardless of status or payment arrangements made with consumers. City of Santa Ana RFP No.25-040 Page 18 of 33 1 CITY OF SANTA ANA EXHIBIT II SAMPLE AGREEMENT CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this day of 20_ by and between , ("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 ("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of: B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will 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 terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $xxxxxx. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s)with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM City of Santa Ana RFP No.25-040 Page 19 of 33 (9) CITY OF SANTA ANA This Agreement shall commence on "the date first written above" for a three (3) year term with the option for the City to grant up to two M-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant 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 employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or City of Santa Ana RFP No.25-040 Page 20 of 33 1 CITY OF SANTA ANA employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant's CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Consultant's Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement. 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained by City, it's City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non- payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Finance & Management Services Agency, City of Santa Ana, 20 Civic Center Plaza (M-15) P.O. Box 1988, Santa Ana, California 92702. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements City of Santa Ana RFP No.25-040 Page 21 of 33 (9) CITY OF SANTA ANA before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its 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. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work 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 the 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 the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. City of Santa Ana RFP No.25-040 Page 22 of 33 (9) CITY OF SANTA ANA 10. 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. 11. 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 Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, 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 Contractor. 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 or 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 is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, 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 City of Santa Ana RFP No.25-040 Page 23 of 33 (9) CITY OF SANTA ANA the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION -VENUE 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. 18. 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. 19. 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana City of Santa Ana RFP No.25-040 Page 24 of 33 1 CITY OF SANTA ANA 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Finance & Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-15) P.O. Box 1988 Santa Ana, California 92702 Fax: To Contractor: First & Last Name Title Consultant Firm Name Address City, State, Zip Fax: A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, 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 fax, 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has 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 attorney's 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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. City of Santa Ana RFP No.25-040 Page 25 of 33 (9) CITY OF SANTA ANA IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Jennifer L. Hall Alvaro Nunez City Clerk City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney By: (name) Assistant City Attorney (title) RECOMMENDED FOR APPROVAL: Executive Director Finance & Management Services Agency SAMPLE ONLY City of Santa Ana RFP No.25-040 Page 26 of 33 1 CITY OF SANTA ANA ATTACHMENT A PROPOSER'S CERTIFICATION, PROPOSAL PRICING Certification -I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit 1) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. PROPOSER'S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions. LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT TITLE SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE) CITY OF SANTA ANA BUSINESS LICENSE NUMBER (PLEASE PROVIDE IF AVAILABLE, BUT NOT REQUIRED UNTIL AND IF AN AWARD IS MADE TO PROPOSER.) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP No.25-040 Page 27 of 33 1 CITY OF SANTA ANA ATTACHMENT B REFERENCES List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. REFERENCE Customer Name: Contact Individual: Address: Phone Number: EMAIL: Contract Amount: Year: Description of supplies, equipment, or services provided: REFERENCE Customer Name: Contact Individual: Address: Phone Number: EMAIL: Contract Amount: Year: Description of supplies, equipment, or services provided: REFERENCE Customer Name: Contact Individual: Address: Phone Number: EMAIL: Contract Amount: Year: Description of supplies, equipment, or services provided: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP No.25-040 Page 28 of 33 1 CITY OF SANTA ANA ATTACHMENT C PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery(as defined above)of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP. Firm Signed and Printed Name: Title Date THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP No.25-040 Page 29 of 33 1 CITY OF SANTA ANA ATTACHMENT D NON-COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal. Note: The above non-collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non-collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of County of Subscribed and sworn to (or affirmed) before me on this day of 20 , by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP No.25-040 Page 30 of 33 1 CITY OF SANTA ANA ATTACHMENT E NON-LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Title: Firm: Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP No.25-040 Page 31 of 33 1 CITY OF SANTA ANA ATTACHMENT F NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: 1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1)through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract City of Santa Ana RFP No.25-040 Page 32 of 33 (9) CITY OF SANTA ANA or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL. PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE. City of Santa Ana RFP No.25-040 Page 33 of 33