HomeMy WebLinkAboutContracts & Agreements_65-2009_CCv0001.pdf AGREEMENT FOR COST RECOVERY SERVICES BETWEEN
THE CITY OF REDLANDS AND EF RECOVERY, LLC
This Agreement dated as of May 5,2009 is between The City of Redlands,(the "City'),
whose address is, P. O. Box 3005, Redlands, California and EF Recovery, LLC, a Washington
limited liability company ("The Agency'], whose address is P.O. Box 2029 Gig Harbor, WA
98335. In consideration of the mutual covenants and promises contained herein, the parties agree
as follows:
1. SERVICES The City retains The Agency as its contractor to recover costs incurred by
the City related to costs reasonably borne in the response to emergency incidents such as,
but not limited to: the cleanup of spills of contaminants at automobile accident sites;
cost of response, extinguishment and investigation of all fires; cost of apparatus and
personnel to render areas safe; assist in recovering the costs of such from responsible
parties and/or their insurers (the "Liable Parties'), and perform the services listed on
EXHIBIT A attached hereto and incorporated herein by this reference, (collectively, the
"Services'] in accordance with the terms of this Agreement. The Agency shall at all
times comply with any and all applicable local, state and federal laws in performing the
Services. The Agency and any and all persons acting on Agency's behalf while
performing the Services shall possess any and all licenses and permits by law, including a
City of Redlands business license.
2. COMPENSATION For each accident site as to which The Agency provides the Services
and payment is made to the City by a Liable Party, the City shall pay The Agency the
Base Charge as determined per EXHIBIT A. There is no Base Charge for uncollectable
claims. Additional fees may apply per EXHIBIT A. Within 10 days after the end of each
month the Agency shall send a statement to the City setting forth in reasonable detail the
total amount billed and collected from Liable Parties
3. TERM The term of this Agreement shall commence on the date hereof and continue
until the first anniversary of such date (the "Term"). Thereafter, the Term shall be
automatically renewed for succeeding terms of one year each, unless it is sooner
terminated pursuant to Section 5. While this Agreement is in effect, the City shall
not retain any individual or entity other than The Agency to perform the services identical
to the Services.
4. INDEPENDENT CONTRACTOR The Agency is and shall at all times remain an
independent contractor of the City. The personnel performing the Services on
behalf of The Agency shall at all times be under The Agency's sole direction and control.
The Agency shall not incur or have the power to incur any debt, obligation or liability for
or on behalf of the City,or bind the City in any manner.
5. DEFAULT. If either party breaches any material term of this Agreement, the non-
breaching party may terminate this Agreement upon 30 days prior written notice to the
breaching party unless the breaching party cures the default prior to the expiration of such
30 day period. Such notice shall describe the breach in reasonable detail. In addition to
such termination right, the non-breaching party shall have all rights and remedies
available for such breach under applicable law. Notwithstanding the foregoing, the
City may terminate this Agreement at any time by providing no less than thirty (30)
days prior written notice to Agency. If this Agreement is terminated, and provided
the Agency is not in breach of this Agreement, the City shall continue to make monthly
payments to the Agency under Section 2 for the Services performed by The Agency prior
to the date of termination until no further amounts are collected �from Liable Parties
relating to such Services.
EF Recovery
Cost Recovery Agreement
Page 2 ofd
6. NOTICES Any notices under this Agreement must be in writing and may be given by
(i)personal service, (ii)delivery by a reputable document delivery service that provides a
receipt showing date and time of delivery, or (iii) mailing in the United States Mail,
certified mail,postage prepaid, return receipt requested. All notices shall be addressed to
the address of the party set forth above, or at such other address as that party may later
designate by notice in accordance with this Section and shall be effective upon delivery
or on the third business day following deposit with the United States Mail.
7. FORCE MAJEURE, Except for the obligation to pay for the Services actually
received, neither party shall be liable for delays in its performance, or failures to
perform, hereunder due to strikes, riots, war, fire, acts of God, labor disputes, delays
caused by the other party, weather, inability to secure labor or materials,
revocation, suspension, denial or modifications of any necessary permit, license or
approval or other matters beyond the reasonable control of the affected party as long
as such party is taking steps to resume performance.
8. COLLECTION PROCESS The Agency agrees that it shall use only lawful means to
effect collections and will comply with all provisions of the Fair Debt Collection
Practices Act ("FDCPA") and applicable state statutes in connection with these
collections. The Agency shall defend, indemnify and hold the City, its elected officials,
officers and employees free and harmless with respect to any claims or liabilities for claims
alleging a violation of any applicable debt collection law or regulation, including, but not
limited to,any violation of California Civil Code Section 1788,et seq.
9. COLLECTED FUNDS . The Agency will deposit all collected funds into a trust
account. All recovered funds, less the billing fee and administrative fee (as noted in
Exhibit A, paragraph 3), which will be sent to the City's submitting department (Fire
Department), set forth herein, will be submitted to the City along with a detailed
accounting of funded claims no longer than 60 days after the funds have been received.
Agency will make a "best effort" -- (per attachment) to collect from the Liable Party
consistent with the Billing Option identified in Exhibit A(Bill Insurance Companies and
Soft Bill all Liable Party(s). The Agency shall not be responsible for the payment of
any billings that a Liable Party denies or refuses to pay.
10. CONFIDENTIALITY The Agency shall forever maintain as confidential, any and all
"personal information", as defined in California Civil Code Section 1798.3, obtained by The
Agency in connection with its performance of the Services.
11. INDEMNIFICATION The Agency agrees to defend and indemnify the City, its elected
officials, officers and employees and hold each of them harmless with respect to any and all
damage,cost, liability, loss and expense, including reasonable attorney's fees,arising out of or
directly resulting form the Agency's collection activities under this Agreement, provided,
however,that the City wan-ants and guarantees that the information furnished to the Agency is
accurate to the best of City's knowledge.
12. GOVERNING LAW; DISPUTE RESOLUTION This Agreement shall be governed
by the laws of the State of Washington. If any dispute arises, the parties shall first
attempt to resolve it by reasonable negotiation. If either party brings an action for
breach or to enforce or interpret any provision of this Agreement, the non-prevailing
party shall pay to the prevailing party all reasonable costs and attorneys' fees incurred
by the prevailing party including those on any appeal or in any bankruptcy action.
EF Recovery
Cost Recovery Agreement
Page 3 of 4
13. MISCELLANEOUS PROVISIONS This Agreement constitutes the entire
understanding between the parties with respect to the subject matter hereof, and
cancels and supersedes all prior negotiations, representations, understandings and
agreements, written or oral, with respect to the subject matter hereof. No changes,
alterations or modification to this Agreement will be effective unless made in writing
and signed by both parties. Neither party may assign any rights nor obligations under this
Agreement without the prior written consent of the other party, except that the Agency
may retain subcontractors to perform the Services provide prior written notice of such
subcontracting has been given to City in advance. In such case,The Agency shall remain
primarily responsible for performance of its obligations hereunder. This Agreement shall.
be binding upon and inure to the benefit of the parties hereto and their respective
permitted successors and assigns. The persons executing this Agreement on behalf of
The Agency and the City warrant and represent that they have the authority to
execute this Agreement on behalf of the Agency and the City respectively, and
that they have the authority to bind The Agency and the City in the performance of
their obligations hereunder.
Executed as of the day and year first above written
City of Redlands EF Recon LL
by: by:
Jon Harrison
its: Mayor its: Managing Member
Attest:
Lo rie Poy ty Clerk
EF Recovery
Cost Recovery Agreement
Page 4 of 4
EXHIBIT A
DESCRIPTION OF THE AGENCY'S SERVICES,BILLING OPTIONS AND FEES
I The Agency will bill the negligent parties or their insurers, based on the options chosen
below, for all labor, equipment and materials used at the scene as determined by the
Department and submitted to the Agency. The Agency will not amend, correct, adjust or
modify any amounts submitted by the Department without the Departments approval.
In addition, from time to time the Department and The Agency may agree upon
additional services to be performed by The Agency under the Agreement and the
compensation payable to The Agency for such services.
2. For each claim submitted to the Agency, the Agency will charge the greater of 14% of
the total amount collected from the Liable Parties or $50.00 (the "Base Charge"). An
additional fee of$9 will apply to all claims submitted by Facsimile(FAX), e-mail or U.S.
mail. An additional fee of$19 will apply to all claims submitted by telephone. There is
no additional fee for claims submitted to the Agency via the Agency's website.
3. Billing Options. The Agency will recover funds based on the collection options selected
in the section below. These options and associated fees may be amended from time to
time by written notice.
Please indicate your Departments Collection options by checking the boxes below
Select only one 0 Bill Insurance Companies only
171 Bill Insurance Companies and out of area Liable Partic(s)only
from this group )4 Bill Insurance Companies and Soft Bill all Liable Partie(s)
0 Bill Insurance Companies and provide full collection effort for all
Liable Partie(s)
n Individual Claim Department authorizes the Agency to collect from individuals on a
claim-by-claim basis.
n Hold Funds Department authorizes the Agency to accrue recovered funds and
will remit to Department upon request.
Fee Schedule:
eReport Fee$50 Department authorizes the Agency to complete an
incomplete claim by requesting law enforcement, or
other public information reports and/or sources.
0 Modification Department authorizes the Agency to add the report fee
to the claim data automatically at times when public
information reports are needed or required to complete
said claim,