HomeMy WebLinkAboutContracts & Agreements_11-2026AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Collection Services ("Agreement") is made and
entered in this 17rh day of February, 2026 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City") and Cedars Business Services, LLC a California
limited liability company ("Consultant"). City and Consultant are sometimes individually
referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual
promises contained herein, City and Consultant agree as follows:
ARTICLE 1— ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide Accounts Receivable Management Services
on certain referred debtor accounts and related services for City (the "Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
"A," titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City designates Danielle Garcia, Management Services/Finance Director or her
authorized designee, as City's representative with respect to performance of the Services,
and such person shall have the authority to transmit instructions, receive information,
interpret and define City's policies and decisions with respect to performance of the
Services.
3.2 City of Redlands shall, subject to all requirements of law:
- Write authorizations for settlements on claims, in its sole discretion.
- Provide the Consultant with a list of outstanding receivables.
- Provide referrals and supply the necessary account information to the Consultant.
- Notify the Consultant if efforts need to be ceased on accounts that are recalled.
- Notify Consultant to reactivate and continue collection efforts when appropriate.
- Request inventory listing, cancellation reports, history reports and dispute -
resolution
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Provide Consultant with information on direct pays within a week or less for any
account held with Consultant
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "A," titled "Scope of Services" which is
attached hereto and incorporated herein by reference.
The Initial Term of this Agreement shall be for a period of (3) years from the Effective
Date of this Agreement (the "Initial Term"). The City shall have the option to extend the
Initial Term of this Agreement by two (2) additional one-year terms (each, an "Extended
Term"), on the same terms and conditions, by providing written notice to Consultant at
least thirty (30) days prior to the expiration of the Initial Term or any Extended Term.
4.2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 Total compensation for Consultant's performance of the Services is a contingency -based
fee of 19.5% on all amounts successfully collected on behalf of the City.
5.2 Consultant shall submit monthly Statements to City containing account names, numbers,
dates of payments received, gross amounts of collections, and collection fees of
Consultant. Consultant shall remit payment to the City by the 151h of each month for any
collections received in the previous calendar month. All remittances will be considered
"Net Remits" as agreed upon.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier; or (iv) on the date sent by facsimile or electronic mail transmission (including
PDF), if confirmed with a copy sent contemporaneously by first class, certified,
registered or express mail; in each case properly posted and fully prepaid to the
appropriate address set forth below, or such other address as a Party may provide notice
in accordance with this section:
CITY: CONSULTANT:
City Clerk Patrick Miller
City of Redlands Cedars Business Services, LLC
35 Cajon Street 5230 Las Virgenes Road, Suite 210
P.O. Box 3005, (mailing) Calabasas, CA 91302
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Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
pmiller@cedarfinancial.com
Phone:757-560-5801
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not
perform any Services unless and until the required insurance listed below is obtained by
Consultant. Consultant shall provide City with certificates of insurance and endorsements
evidencing such insurance prior to commencement of the Services. Insurance policies
shalt include a provision prohibiting cancellation or modification of the policy except
upon thirty (30) days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self -insured or exempt from the workers' compensation laws
of the State of California. Consultant shall execute and provide City with Exhibit `B,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two
Million Dollars ($2,000,000) aggregate, for public liability, property damage and
personal injury is required. City shall be named as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
C. Consultant shall secure and maintain professional liability insurance throughout the
term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim
made.
D. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and
property damage liability. This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services, hired and non -owned
vehicles, and employee non -ownership vehicles. City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or
self-insurance maintained by City.
E. Cyber Insurance, with limits not less than $2,000,000 per occurrence or claim,
$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties
and obligations as is undertaken by Consultant in this agreement and shall include,
but not be limited to, claims involving security breach, system failure, data recovery,
business interruption, cyber extortion, social engineering, infringement of intellectual
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property, including but not limited to infringement of copyright, trademark, trade
dress, invasion of privacy violations, information theft, damage to or destruction of
electronic information, release of private information, and alteration of electronic
information. The policy shall provide coverage for breach response costs, regulatory
fines and penalties as well as credit monitoring expenses.
F. Consultant is expressly prohibited from assigning or subcontracting any of the
Services without the prior written consent of City. In the event of mutual agreement
by the Parties to assign or subcontract a portion of the Services, Consultant shall add
such assignee or subcontractor as an additional insured to the insurance policies
required hereby and provide City with the insurance endorsements prior to any
Services being performed by the assignee or subcontractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed
officials, employees and agents from and against any and all claims, losses or liability,
including attorneys' fees, arising from injury or death to persons or damage to property
occasioned by any negligent act or omission by, or the willful misconduct of, Consultant,
or its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially
the same duties for City that would otherwise be performed by an individual
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holding a position specified in City's Conflict of Interest Code under Government
Code section 87302.
7.3 In the "event City determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Fair Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only, and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Consultant
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to
bind City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) business days prior written notice to Consultant of City's intent to terminate.
If this Agreement is terminated by City, an adjustment to Consultant's compensation
shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed
Services, and (2) any payment due Consultant at the time of termination may be adjusted
to the extent of any additional costs to City occasioned by any default by Consultant.
Upon receipt of a termination notice, Consultant shall immediately discontinue its
provision of the Services and, within five (5) business days of the date of the termination
notice, deliver or otherwise make available to City, copies (in both hard copy and
electronic form, where applicable) of project related data, design calculations, drawings,
specifications, reports, estimates, summaries and such other information and materials as
may have been accumulated by Consultant in performing the Services. Consultant shall
be compensated on a pro-rata basis for Services completed up to the date of termination.
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8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any Ionger period required by law, from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations, written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree
that all actions or proceedings arising in connection with this Agreement shall be tried
and litigated only in the state courts located in San Bernardino County, California, and
the federal courts located in Riverside County, California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By4-� Z
Mario Saucedo, Mayor
ATTEST:
e ne Donaldson, City Clerk
CEDARS BUSINESS SERVICES, LLC
By: Do
Patrick Miller, Director of Development
& Solutions
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EXHIBIT "A"
SCOPE OF SERVICES
A. The Consultant shall provide debt collection services as described below:
1. Perform skip -tracing abilities at the state level.
2. Possess credit report accounts nationwide.
3. Possess a valid California business license.
4. Maintain current certificates of insurance covering professional liability and worker's
compensation. Upon request from City or Redlands, the Consultant shall provide
certificates of coverage.
B. Consultant shall perform services in accordance with all applicable state and federal laws
which include but are not limited to the: Fair Credit Billing Act; Federal Equal Credit
Opportunity Act; federal Fair Debt Collection Practices Act; state Rosenthal Fair Debt Collection
Practices Act; and Regulation B, as amended, of the Consumer Credit Protection Act. Consultant
shall adopt procedures and practices to ensure City of Redlands compliance with the Accounts
Receivable Management Act.
1. Consultant shall provide full -service collection to include, but not be limited to, written
correspondence and telephonic means of collection.
2. Consultant shall provide fully computerized office services, not merely an account card
service, which shall include:
• Reporting to credit bureaus electronically
• Using an automated direct dialer system.
• Storage of all documents on a computer.
• Backing up data to a secure server.
• Working directly from the computerized system.
o In collaboration with City of Redlands, Consultant shall establish a secure,
timely, and efficient transfer of account information. Any electronic exchange
of information shall be via an approved method mutually agreed upon by the
City of Redlands and the Consultant.
3. Consultant shall maintain a database accessible to City of Redlands with real-time
information and data regarding collection accounts.
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4. The database shall be formatted in such a manner that the screens are printable, and the
data is exportable.
5. The Consultant shall notify City of Redlands of any changes via email to IT
accessibility and/or compatibility within ten (10) business days.
• Consultant shall not release personal information and shall safeguard the information
from disclosure. The Consultant is liable and shall be held accountable by City of
Redlands for inappropriate use or disclosure of personal information.
6. The Consultant shall implement the following debt collection processes when
providing services under this Agreement:
a. Collection Process:
o After the initial telephone/dialer contact, the account is transferred to a
collector with an automatically generated credit report, based upon pre-
determined account criteria.
o Collectors shall make contact attempts approximately every three (3) to
ten (10) business days; depending on propensity to pay score, until
contact is made. If no contact is made, skip -tracing begins. If no phone
number is available (within City of Redlands media/data), skip -tracing
begins immediately after assignment to contact the debtor.
o When contact is made, the Consultant shall request that the debtor snake a
payment towards the full balance. If the debtor is unable to pay the
amount owed, all demographics and financial history are sought to
determine ability to pay.
b. Skip -Tracing Process:
The Consultant shall perform skip -tracing, employment and income
verification, and property search services. The Consultant's services shall
include, but are not limited to the following:
• The Consultant shall utilize standard tools, such as credit reports from
all three (3) major credit bureaus (Equifax, Experian. and Trans -
Union), crisscross books, reconciling information from cable
companies, and other entities, as well as matching it to the
Consultant's debtor account database.
• The Consultant shall have and retain records which include information on
debtors' property ownership, marriages, divorces, probates, name changes,
and criminal indexes.
• The Consultant shall update current database(s) quarterly. Updated
information shall include the following if applicable:
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1. Real Estate by Situs & Alpha for specific states
2. UCC filings
3. Fictitious files
4. Crisscross phone and address for the continental United States
5. Corporate status
6. BOE
c. Cancellations:
After extensive collection activities and all skip -tracing efforts have been
exhausted, the account will be given a final management review by the
Consultant. The Consultant's management staff will review all accounts,
in order to verify that every effort has been made and the debtor has no
assets to justify a lawsuit for balances of Ten Thousand dollars
($10,000.00) or higher. The Consultant's management staff may return
the accoumt to the Consultant's collection staff after the instructive
management review where the collector will continue to perform
additional specific work, if necessary.
o The Consultant shall immediately cease efforts on recalled accounts upon
request of City of Redlands. The Consultant shall cancel and pull the
account from the collection process and submit a "Client Cancellation
Acloiowledgement Report" electronically to City of Redlands.
o The Consultant shall continue to skip -trace inactive accounts quarterly in
order to re- establish contact or locate assets. The Consultant shall
possess computer systems adequate for the storage and retrieval of all
accounts (both active and inactive).
o At the time of closure, the Consultant shall return all debt collection files to
City of Redlands, unless otherwise instructed by City of Redlands, and
remove the delinquent account from national credit reporting. Once a debtor's
account has been cancelled, City of Redlands may choose, after review, to re-
activate and continue collection efforts.
d. Procedures and Timelines Used to Process Claims:
Once City of Redlands has made its referrals and supplied the necessary
account information to the Consultant, including when available; the debtor's
social security number (SSN), the Consultant shall use its federally mandated
first notice, which shall be sent to each debtor. Media/data format from City
of Redlands may be hard copy or electronic download. An initial telephone
call and/or telephone contact shall be made for each delinquent account as a
first attempt for a possible quick resolution. Between one (1) to five (5)
business days after City of Redlands has made its referral, each referred
accomit shall have a minimum of one (1) notice and one (1) telephone call
contact or attempted contact.
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e. Required Reports:
Consultant shall provide reports that capture information as described below and
combine all accounts into one (1) cumulative list.
Monthly Activity Report: The Consultant shall provide monthly activity
reports to City of Redlands. The monthly activity report shall provide
information including, but not limited to, an account's assignment date,
balance, date last worked, geography, area code, and a variety of other
additional information (as may requested by City of Redlands and when
available to the Consultant).
o Performance Statistics: Upon City of Redlands request, the Consultant shall
submit monthly Performance Statistics, which capture information on accoimt
summaries by age and statistical overview by status codes, etc.
o Acknowledgement Report: Upon City of Redlands request, the Consultant
shall confirm (in writing) all accounts/claims referred by City of Redlands
where an account number has been assigned. The Acknowledgement Report
shall include the debtor's name, date assigned, Consultant's account number,
total dollars.
o Inventory Listing: Upon City of Redlands request, the Consultant shall furnish
an inventory listing to City of Redlands. The Consultant shall submit the
listing either monthly or quarterly (as required by City of Redlands), which
captures information including debtor's name, account number, assigned
amount, payments to date, outstanding balance, and the Consultant's recovery
statistics.
o Cancellation Report: The Consultant shall submit monthly, to City of
Redlands, a Cancellation Report containing an itemization and summary of all
accounts returned to City of Redlands. The Cancellation Report shall include
the account number, debtor's name, balance owing, and reason(s) for
cancellation.
o History Report: Upon City of Redlands request, the Consultant shall provide
History Reports to City of Redlands, which are cumulative reports reflecting
the amount of dollars collected during the current statement period against the
month in which they were assigned.
Dispute -Resolution Report: The Consultant shall notify City of Redlands, in
the event a debtor disputes all or part of the outstanding fine or cost recovery.
The disputed accounts will remain suspended until additional information is
obtained relative to the dispute and instructions are given by City of Redlands
to proceed, cancel, etc.
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EXHIBIT `B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways:
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHECK ONE
X I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self -insure, or a certification of workers'
compensation insurance.
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct.
/C_ `,r
By: / Date: 02/12/2026
Patrick Miller, Director of Development & Solutions
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