2017-081#'Z D I ► Vt8
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A THREE
AGREEMENT FORCOLLECTION SERVICES FORMUNICIPAL
(PART C), BY AND BETWEEN THE CITY OF DENTON, TEXAS AND LINEBARGER,
GOGGAN, BLAIR, AND SAMPSON, LLP; PROVIDING FOR THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6133 PART C—
AWARDED TO LINEBARGER, GOGGAN, BLAIR, AND SAMPSON, LLP IN AN
AMOUNT WHICH IS CONTINGENT UPON ITS MONETARY RECOVERIES FROM
PERSONS, IN ACCORDANCE WITH THE PERCENTAGES EXPRESSED IN ATTACHED
WHEREAS, Article 103.0031 of the Code of Criminal Procedure provides that the
governing body of a municipality may enter into a contract with an attorney or private vendor for
collection services and may also authorize the addition of collection fees in the amount of 30%
on each debt or account receivable such as fines, fees, restitution and other debts and costs, no'j
including forfeited bonds, that are more than 60 days past due and that have been referred to the
private vendor or attorney; and
WHEREAS, by Ordinance No. 2001-295, approved by the City Council on August 21,
2001, the City Council authorized the additional 30% collection fee allowed by Article 103.0031
of •1- of Procedure on . debt or • receivable such as fines, fees,
restitution, and other debts or costs, not including forfeited bonds, that are more than sixty days
past • - and that have been - -• to a private vendoror . • and
WHEREAS, the City Manager'sdetermined from an evaluationof •• to
Councilthe City's Request for Proposal (RFP) for Municipal Court Collection Services that Linebarger,
Goggan, Blair & Sampson, LLP, is the best qualified firm; and
WHEREAS, the City - -by finds and concludes that Linebarger,• +.
& Sampson, LLP, is appropriately qualified under the provisions of the law to be retained as
municipal court collection agency for the City; and
WHEREAS, the ••- of • -r - provides f• payment of - 1'' additional
collection fee for the foregoing services and the City Council deems it in the public interest to
enter into a Contract For The Collection of Municipal Court Fines with Linebarger, Goggan,
Blair : Sampson,' for municipal• • - •services;R
• • • ' �'�♦
SECTION 1. The recitations in the preamble are true and correct, and are incorporated
herewith as part of this Ordinance.
SECTION 2. - City Manager-• • -1 to execute . Contract For
to municipal court collection services as set forth above and authorized by Article 103.0031 of
the Code of Criminal Procedure, in substantially the form of the Contract attached hereto and
incorporated herein by reference.
SECTION 3. The award of this Agreement is on the basis of the demonstrated
competence and qualifications of Linebarger, Goggan, Blair & Sampson, LLP, and the ability of
Linebarger, Goggan, Blair & Sampson, LLP, to perform the services needed by the City for a fair
and reasonable price in accordance with the fees authorized by the Code of Criminal Procedure.
SECTION 4 This Ordinance shall become effective immediately upon its passage and
approval,
PASSED AND APPROVED this the day of v 2017.
C I H S W XIF I 'S, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: v
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY:
DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-1B6945B87060
AGREEMENT FOR COLLECTION SERVICES
RFP# 6133 (SECTION C)
COLLECTION SERVICES FOR UTILITIES, FIRE/EMS AND MUNICIPAL COURTS
THIS CONTRACT is made and entered into this date ___________________, by and between
the City of Denton, 215 E. McKinney, Denton, Texas 76201 ("CITY"), acting herein by and through its
governing body, and Linebarger, Goggan, Blair & Sampson, LLP , whose address is 100
Throckmorton, Suite 300, Ft. Worth, Texas 76102, a Limited Liability Partnership authorized to do
business in Texas.
1. EMPLOYMENT OF FIRM
A. CITY agrees to employ and does hereby employ FIRM, to provide specific collection
services provided herein and enforce the collection of delinquent court fees and fines that are subject to
this Contract, pursuant to the terms and conditions described herein. This Contract hereby creates a
relationship with FIRM as an independent contractor, and FIRM hereby agrees to seek collection of all
er debts, accounts
receivable and other debts owing to the City (delinquent Municipal Court records) which may be
collected under Section 103.0031 of the Texas Code of Criminal Procedure as requested by the City.
B. FIRM shall provide collection services for any Municipal Court collection services
authorized by the Section 103.0031 of the Texas Code of Criminal Procedure as may be requested by
the City Manager or his designee. Such services shall include but not be limited to recommendations
and advice to CITY.
C. FIRM shall perform all these services set forth in the City of Denton RFP No. 6133 Request
6133 dated
August 30, 2016, which are on file in the office of the City of Denton Purchasing Agent and made a
part of this Contract for all purposes provided; however, in the event of any conflict between the terms
of this Contract and Exhibits A and B, the terms of this Contract shall prevail.
D. FIRM hereby agrees to perform the services herein with diligence and in accordance with
the highest professional standards customarily obtained for such services in the State of Texas.
2. PROVISION OF INFORMATION
CITY agrees to furnish all necessary warrants and other Municipal Court collection information
to FIRM as indicated in the Exhibit A.
Fines and fees that are subject to this Contract are those that are more than sixty (60) days
past due as of the effective date hereof and those that become more than sixty (60) days past due
assigned by Subsection (f) of Art. 103.0031, Texas Code of Criminal Procedure \[as amended by
th
Senate Bill 782, 78th Legislature (2003), effective June 18, 2003 and by House Bill 2626, 79
th
Legislature (2005), effective June 18, 2005
Contract, survive any future amendments to, or
repeal of, Article 103.0031, Texas Code of Criminal Procedure, or any parts thereof.
RFP #6133(Section C)
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The CITY agrees to provide to the FIRM such data and case or defendant information that
City deems appropriate for collection services regarding any fines and fees that are subject to this
Contract. The data shall be provided by electronic medium in a file format specified by the FIRM.
The CITY and the FIRM may from time-to-time agree in writing to modify this format. The CITY
shall provide the data to the FIRM not less frequently than monthly.
CITY reserves the right to withhold certain delinquent case files in which the defendant may
claim to be indigent or otherwise unable to pay the fines and fees assessed, or when the Court
determines that the defendant is or has been making a good faith effort to comply with the
obligations of the court and the interests of justice might otherwise demand alternative disposition.
Such exempt case files shall be designated by appropriate judicial order of an appointed Judge of
Municipal Court. Further, the CITY may recall, dismiss, or otherwise dispose of any defendant,
case or file delivered or referred to FIRM, should the Court in its sole discretion determines that,
subsequent to delivery or assignment of said case to FIRM, the defendant is indigent or unable to
pay, and the interests of justice would best be served by such action. As to those cases in which the
CITY either withholds or disposes of said cases as provided herein without collecting full fine and
costs, or the defendant performs community service or other alternative disposition, FIRM shall not
be entitled to compensation.
3. INVESTIGATION AND ASSISTANCE
FIRM agrees to conduct investigations as to the address of all delinquent cases provided by
CITY. FIRM shall bring to the attention of the appropriate official of CITY any errors, discrepancies,
or inaccuracies in the information provided on the delinquent Municipal Court fine records detected by
FIRM. FIRM further agrees to provide CITY with any advice or assistance in connection with updating
the Municipal Court records. CITY shall make available to FIRM information which CITY may have
with regard to the name, identity, and location of necessary parties in connection with each delinquent
account upon request by FIRM.
4. PROCEDURES FOR COLLECTION
Upon initial receipt of the data and information regarding those delinquent cases that City
deems appropriate for collection services by FIRM in computer readable form, FIRM agrees to initiate
procedures for the collection of the full amount due from each delinquent person. Within a reasonable
time frame but not more than sixty (60) days from FIRM's receipt of the delinquent Municipal Court
records, FIRM hereby agrees to send, by first class mail, a notice of delinquency to each and every
delinquent person with a valid address, requesting said person to remit the full amount due and owing
to CITY. The contents of all such communications with the Defendant shall be subject to the direction
and approval of CITY.
5. REVIEW AND AUTHORIZATION
Following transmittal of the notice of delinquency as specified hereinabove, FIRM will
commence procedures in anticipation of substantial collection action for aggressive pursuit of
collection.
RFP #6133(Section C)
DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-1B6945B87060
6. COLLECTION SERVICES
FIRM agrees (i) to provide CITY collections advice and written opinions regarding collection
matters upon request (ii) to accept only payments in full from the defendant. In the event the FIRM
receives anything other than payment in full from the defendant, the FIRM shall immediately notify the
Municipal Court for direction. In all demand letters and all communications with delinquent
persons, FIRM shall inform and instruct the person to remit the payment to FIRM. If remittance is
received by CITY, it will be transmitted in its entirety to FIRM and received for processing within three
business days. Checks made payable to CITY shall be endorsed by CITY to FIRM.
Following the Contract award, ADDITIONAL services of the same general category that
could have been encompassed in the award of this contract, and that are not already on the contract,
may be added. A formal written request may be sent to successful Firm to provide a proposal on the
additional services and shall submit proposals to the City of Denton as instructed. The City of
Denton may accept or reject any or all pricing proposals, and may issue a separate RFP for the
additional services after rejecting some or all of the proposals. The services covered under this
provision shall conform to the statement of work, specifications, and requirements as outlined in the
request. Contract changes shall be made in accordance with Local Government Code 252.048.
7. MANAGEMENT REPORTS
FIRM agrees to make delinquent collection management reports to CITY monthly and
quarterly, in a format containing information as requested by CITY's Executive Director of Finance and
Municipal Court Administrator. Management reports may include, without limitation:
1. Number of phone or other delinquent person contacts within first 180-day
period;
2. First demand letters mailed;
3. Number and value of bankruptcies filed;
4. Copies of proof of claims filed in bankruptcy court;
5. Number and value of delinquent accounts not collected as a percentage of total
delinquent accounts provided by CITY for collection.
6.
required under the Contract.
Within parameters established at the initiation of the collection program, FIRM shall advise CITY of
any case in which FIRM's investigation has revealed that the delinquent person cannot be found, the
enforcement of a judgment cannot be accomplished, or further attempts at collection would be futile
and FIRM's recommendation relative to the proper disposition of the case. In such cases, the CITY
shall advise FIRM as to the appropriate disposition of the account.
8. COMPENSATION
A. As compensation for the services rendered hereunder by FIRM, CITY hereby agrees that
FIRM may collect a collection fee of thirty percent (30%) of the total amount of all delinquent amounts
derived from cases files in which FIRM has collected, as authorized by Section 103.0031(b) of the
Code of Criminal Procedure. All delinquent collections received on behalf of the CITY shall become
RFP #6133(Section C)
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the property of CITY at the time payment of the delinquent fines or other amounts received by FIRM.
All compensation shall become the property of the FIRM at the time payment of the delinquent fines or
other amounts are received by the FIRM. Said collection fee shall be withheld by FIRM when payment
is made to CITY of delinquent fines or other amounts owed. FIRM shall not be entitled to the aforesaid
thirty percent (30 %) unless and until FIRM has taken some action in connection with recovering
delinquent amounts. The transmittal of a notice of delinquency shall constitute sufficient action in order
to entitle FIRM to the fee aforesaid. In no event shall FIRM be entitled to any fee unless and until
CITY actually receives the delinquent fines, other amounts or court costs from FIRM. In no event shall
FIRM be entitled to any fee unless said fee is collected by FIRM during the term of this Contract or fee
is collected by CITY on account(s) upon which FIRM is actively pursuing at the time of judgment. In
no event shall FIRM be entitled to any fee in cases where payment is involuntary as in an arrest or
, bondsman or
attorney. The CITY reserves the right to withdraw a case disposed by acquittal, dismissal, or where
fines and costs are discharged through credit for time served in jail, the performance of community
service or the case is administratively closed. FIRM shall pay said fines, other amounts or court costs to
CITY by daily ACH method and
B. The compensation set forth in this Section of this Contract shall be the total compensation
due to FIRM from CITY for all services provided pursuant to this Contract and in no event shall FIRM
seek any additional compensation from CITY. CITY shall not be responsible to pay for any services
which are unsatisfactory or that the CITY has not approved.
C. The FIRM shall bear all costs associated with its collection efforts, including, but not
limited to, personnel salaries, document reproduction and mailing costs, mileage charges, costs of
payment processing, and charges for telephone and internet service. Any additional costs incurred
pursuant to Section 6. Collection Services, above, shall be handled in accordance with that section.
9. CONFLICTS OF INTEREST
FIRM agrees not to represent any client who has an adversary position with the CITY, engage
in any conflict of interest and to fully comply with any applicable codes of professional conduct or
ethics laws for the duration of this Contract.
CITY acknowledges and consents to the representation by the FIRM of other governmental
entities that may be seeking the payment of fines and fees or other claims from the same person(s) as
the CITY.
10. TERM
The contract term will be one (1) year, effective from date of award. The City and the FIRM
shall have the option to renew this contract for an additional two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the
contract may be further extended as needed, not to exceed a total of six (6) months.
RFP #6133(Section C)
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11. SETTLEMENTS
No settlements or compromises of fines or other collectable amounts shall be effected where
prohibited by law and where authorized by law, only upon approval by CITY.
12. NOTICE
Any notice or other written instrument required or permitted to be delivered pursuant to the
terms of this Contract shall be deemed to have been delivered, whether actually received or not, when
deposited in the United States mail, postage prepaid, registered or certified, return receipt requested,
addressed to CITY or FIRM, as the case may be, at the following addresses:
CITY FIRM
City of Denton, Texas Linebarger, Goggan, Blair, & Sampson, LLP
ATTN: City Manager Attention: Director of Client Services
215 East McKinney Street P.O. Box 17428
Denton, TX 76201 Austin, TX 78760-7428
Either party may change its mailing address by sending notice of change of address to the other
at the above address by certified mail, return receipt requested.
13. VENUE
The terms, obligations and requirements of this Contract shall be construed in accordance with
the laws of the State of Texas. The obligations and requirements of the parties hereto are performable
in Denton County, Texas. Any litigation involving this Contract shall be tried in a court of competent
jurisdiction sitting in Denton County, Texas.
14. ACCEPTANCE OF EMPLOYMENT
In consideration of the terms, covenants and mutual agreements hereinabove stated, FIRM
hereby accepts the employment of CITY and undertakes the performance of this Contract as above
stated.
15. DIRECTIVES
All directives between FIRM and CITY shall be confirmed in writing.
16. COVENANT NOT TO SUE
FIRM further agrees not to bring any cause of action against CITY relative to this Contract.
Should FIRM bring any cause of action against CITY, FIRM agrees the liquidated damages shall not
exceed $1.00 and the filing of such cause of action shall be considered a material breach of this
Contract.
17. AMBIGUITY
Any ambiguity within this Contract shall be liberally interpreted in favor of CITY.
RFP #6133(Section C)
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18. INDEMNITY AGREEMENT
The FIRM shall indemnify and save and hold harmless, and defend, at its own expense, the
CITY and its officers, agents, servants, and employees from and against any and all liability, suits,
claims, demands, damages, losses, and expenses, including, but not limited to court costs and
reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily
and personal injury, death and property damage, of whatever kind or character, whether real or asserted,
resulting from the negligent acts or omissions of the FIRM or its officers, shareholders, agents, or
employees in the execution, operation, or performance of this Contract.
Nothing in this Contract shall be construed to create a liability to any person who is not a party
to this Contract, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any
claim, cause of action, or litigation filed by anyone not a party to this Contract, including the defense of
governmental immunity, which defenses are hereby expressly reserved.
19. RIGHT TO AUDIT
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and other
evidence pertaining to the Contract, and to allow the City similar access to those documents. All
books and records will be made available within a 50 mile radius of the City of Denton. The cost of
the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an
overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs,
must be borne by the Contractor which must be payable within five (5) business days of receipt of an
invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and
ued to include
drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or
prepare a final printed document.
20. INSURANCE
During the performance of the services under this Contract, FIRM shall maintain the following
insurance with an insurance company licensed to do business in the State of Texas by the State
Insurance Commission or any successor agency that has a rating with Best Rated Carriers of at least an
A- or above:
The FIRM shall furnish insurance certificates or insurance policies at the CITY's request to
evidence such coverages. The insurance policies shall name the CITY as an additional insured on all
such policies, and shall contain a provision that such insurance shall not be canceled or modified
without 30 days prior written notice to CITY and FIRM. In such event, the FIRM shall, prior to the
effective date of the change or cancellation, serve substitute policies furnishing the same coverage.
RFP #6133(Section C)
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21. ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Contract by submitting the dispute to
arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate
dispute resolution arising out of or relating to this Contract, involving one party's disagreement, may
include the other party to the disagreement without the other's approval. Such arbitration shall comply
with and be governed by the provisions of the Texas General Arbitration Act.
22. ENTIRE AGREEMENT
This Contract, consisting of 11 pages, Exhibit A and B, and the previously submitted letter
agreement, Exhibit C constitutes the
complete and final expression of the agreement of the parties, and is intended as a complete and
exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers,
promises, representations, negotiations, discussions, communications, and agreements which may have
been made in connection with the subject matter hereof. The parties understand and agree that any
previous agreements or contracts between the parties are null and void and this Contract is the sole and
exclusive contract or agreement between the parties.
23. COMPLIANCE WITH LAWS
The FIRM shall comply with all federal, state, and local laws, rules, regulations, and ordinances
applicable to the work covered hereunder as they may now read or hereinafter be amended.
24. DISCRIMINATION PROHIBITED
In performing the services required hereunder, the FIRM shall not discriminate against any
person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap.
25. PERSONNEL AND EQUIPMENT
A. The FIRM represents that it has or will secure, at its own expense, all personnel required to
perform all the services required under this Contract. Such personnel shall not be employees or officers
of, or have any contractual relations with the CITY. FIRM shall inform the CITY of any conflict of
interest or potential conflict of interest that may arise during the term of this Contract.
B. All services required hereunder will be performed by the FIRM or under its supervision.
All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and
local laws to perform such services.
C. The FIRM may from time-to-time obtain co-counsel or subcontract some of the services
provided for herein to other law firms or entities. In such cases, the FIRM will retain supervisory
control and responsibility for any services provided by such co-counsel or subcontractors and shall
be responsible to pay any compensation due to any such co-counsel or subcontractor.
D. The FIRM represents that it has or will secure, at its own expense, the hardware, software,
and other resources required to perform, in a timely manner, all the services required under the terms of
this Contract.
RFP #6133(Section C)
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E.The CITYrecognizes and acknowledges that the FIRM owns all right, title and interest in
certain proprietary software that the FIRM may utilize in conjunction with performing the services
provided in this Contract. The CITY agrees and hereby grants to the FIRM the right to use and
incorporate any information provided by the CITY ("CITY Information") to update the databases in
this proprietary software, and, notwithstanding that CITY Information has been or shall be used to
update the databases in this proprietary software, further stipulates and agrees that the CITY shall
have no rights or ownership whatsoever in and to the software or the data contained therein, except
that the CITY shall be entitled to obtain a copy of such data that directly relates to the CITY
accounts at any time.
F. The FIRM agrees that it will not share or disclose any specific confidential CITY
Information with any other company, individual, organization or agency, without the prior written
consent of the CITY, except as may be required by law or where such information is otherwise
publicly available. It is agreed that the FIRM shall have the right to use CITY Information for
internal analysis, improving the proprietary software and database, and generating aggregate data and
statistics that may inherently contain CITY Information. These aggregate statistics are owned solely
by the FIRM and will generally be used internally, but may be shared with the FIRM's affiliates,
partners or other third parties for purposes of improving the FIRM's software and services.
26. ASSIGNABILITY
The rights and responsibilities of CITY under this Contract may not be assigned or transferred
(whether by assignment, novation, or otherwise) by the City Council to another governmental unit in
Denton County without approval of FIRM. It is understood and agreed that this is a specialized
collection services contract and CITY is contracting for the unique services of FIRM. FIRM's rights
and responsibilities under this Contract may not be assigned or transferred (whether by assignment,
novation, or otherwise) by FIRM to another firm or collection agency without written approval of the
assignment by the City Council.
27. TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Contract, either party may terminate by giving
thirty (30) days advance written notice to the other party. The City further shall have as a matter of
right, the option to cancel this Contract upon giving the FIRM thirty (30) days advance written notice.
B. This Contract may be terminated or cancelled in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Contract. No such termination or cancellation
will be affected unless the other party is given (1) written notice (delivered by certified mail, return
receipt requested) of intent to terminate and setting forth the reasons specifying the nonperformance,
and not less than 30 calendar days to cure the failure, and (2) an opportunity for consultation with the
terminating party prior to termination.
C. If the agreement is terminated prior to the Term provisions in Section 10, herein, FIRM
shall be entitled to continue to collect any items and to pursue collection of any claims that were
referred to and placed with the FIRM by the CITY prior to the termination date for an additional ninety
(90) days following termination. Should the CITY subsequently contract with a new consultant for the
continuation of services, FIRM shall cooperate in providing information. The FIRM shall turn over all
documents prepared or furnished by FIRM pursuant to this Contract to the CITY on or before ninety
(90) days after termination, but may maintain copies of such documents for its use. Documents to be
provided to the CITY shall not include those documents and information referred to in Section 24(E)-
(F).
RFP #6133(Section C)
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28. EXCLUSIVE CONTRACT AND MODIFICATION
This Contract and the Exhibits constitute the sole, exclusive and entire contract between the
parties and replaces any previous contracts between the parties which are null and void. No waiver or
modification of this Contract or of any covenant, condition, or limitation herein contained shall be valid
unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver
or modification shall be offered or received in evidence in any proceeding arising between the parties
hereto out of or affecting this Contract, or the rights or obligations of the parties hereunder, and unless
such waiver or modification is in writing and duly executed; and the parties further agree that the
provisions of this section will not be waived unless as herein set forth.
This Contract may only be modified with express written consent of both CITY and FIRM.
29. INDEPENDENT CONTRACTOR
FIRM shall provide collection services provided herein to CITY as an independent contractor,
not as an employee of the CITY. FIRM shall not have or claim any right arising from employee status.
30. MISCELLANEOUS
A. The following exhibits are mad
a part of this Contract:
1. Exhibit "A" RFP #6133 Request for Sealed Proposal for COLLECTION SERVICES FOR
UTILITIES, FIRE/EMS AND MUNICIPAL COURTS (on file in the City of Denton Purchasing
Office).
2. City of Denton Price Proposal for Section B
3. previously submitted letter agreement wherein FIRM agrees to reimburse CITY
4. Conflict of Interest Questionnaire
5. Conflict of Interested Parties Electronic Filing
B. FIRM agrees that CITY shall, until the expiration of three (3) years after the final payment
under this Contract, have access to and the right to examine any directly pertinent books,
documents, papers, and records of the FIRM involving transactions relating to this
Contract. FIRM agrees that CITY shall have access during normal working hours to all
necessary FIRM facilities and shall be provided adequate and appropriate working space in
order to conduct audits in compliance with this section. CITY shall give FIRM reasonable
advance notice of intended audits.
C. For the purpose of this Contract, the key persons who will perform most of this work hereunder
shall be Glenn Lewis, Corey Fickes, and Marisela Navarro. However, nothing herein shall
limit FIRM from using other qualified and competent members of its firm to perform the
services required herein.
D. FIRM shall commence, carry on, and complete any and all projects with all applicable dispatch,
in a sound, economical, efficient manner and in accordance with the provisions hereof. In
accomplishing the projects, FIRM shall take such steps as are appropriate to ensure that the
work involved is properly coordinated with related work being carried on by the CITY.
E. The CITY shall assist the FIRM by placing at the FIRM's disposal all available information
pertinent to the collection services provided herein, including previous reports, any other data
relative to the Project, and arranging for the access thereto, and make all provisions for the
FIRM to enter in or upon public and private property as required for the FIRM to perform
services under this Contract.
RFP #6133(Section C)
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31. TIME OF THE ESSENCE
Time is of the essence with respect to all matters covered by this Contract.
32. CAPTIONS
The captions appearing at the first of each numbered section are inserted and included solely for
convenience and shall never be considered or given any effect in construing this Contract.
This Contract is executed on behalf of CITY by the presiding officer of its governing body who
is authorized to execute this instrument by order heretofore passed and duly recorded in its minutes and
by a partner of FIRM who, by execution of this Contract, represents and warrants that he or she has the
authority to execute this document on behalf of FIRM.
IN WITNESS HEREOF, the City of Denton, Texas has executed this Agreement by and
through its duly authorized undersigned City Manager; and FIRM has executed this Agreement
by and through its duly authorized undersigned officer, on this the _______ day of
__________________, 2017
RFP #6133(Section C)
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LINEBARGER GOGGAN BLAIR &
SAMPSON, LLP
BY: ________________________________
GLENN O. LEWIS
CAPITAL PARTNER
Date: ___________________________
Name: __________________________
Title: __________________________
____________________________________
PHONE NUMBER
____________________________________
EMAIL
____________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY By: ______________________________
TODD HILEMAN
CITY MANAGER
By: _________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
By: _________________________________
RFP #6133(Section C)
DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-1B6945B87060
CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended that
bidders confer with their respective insurance carriers or brokers to determine in advance of Bid
submission the availability of insurance certificates and endorsements as prescribed and provided
herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that
bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements
shall become contractual obligations, which the successful bidder shall have a duty to maintain
throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall
provide and maintain until the contracted work has been completed and accepted by the City of
Denton, Owner, the minimum insurance coverage as indicated hereinafter.
As soon as practicable after notification of bid award, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid number and title of the project.
Contractor may, upon written request to the Purchasing Department, ask for clarification of any
insurance requirements at any time; however, Contractors are strongly advised to make such
requests prior to bid opening, since the insurance requirements may not be modified or waived after
bid opening unless a written exception has been submitted with the bid. Contractor shall not
commence any work or deliver any material until he or she receives notification that the contract
has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply with
the following general specifications, and shall be maintained in compliance with these general
specifications throughout the duration of the Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the bid proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured
retentions with respect to the City, its officials, agents, employees and volunteers; or, the
contractor shall procure a bond guaranteeing payment of losses and related investigations,
claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as additional insured the City of Denton, its Officials, Agents,
Employees and volunteers.
RFP #6133(Section C)
DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-1B6945B87060
That such insurance is primary to any other insurance available to the additional
insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
Should any of the required insurance be provided under a claims-made form,
Contractor shall maintain such coverage continuously throughout the term of this
contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give rise
to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or
legal defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City receives
satisfactory evidence of reinstated coverage as required by this contract, effective
as of the lapse date. If insurance is not reinstated, City may, at its sole option,
terminate this agreement effective on the date of the lapse.
RFP #6133(Section C)
DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-1B6945B87060
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with
the following marked specifications, and shall be maintained in compliance with these additional
specifications throughout the duration of the Contract, or longer, if so noted:
\[X\] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00 shall be
provided and maintained by the Contractor. The policy shall be written on an occurrence basis
either in a single policy or in a combination of underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed operations,
independent contractors, contractual liability covering this contract and broad form
property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO
Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage resulting
from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
\[ \] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits
(CSL) of not less than $300,000.00 either in a single policy or in a combination of basic and
umbrella or excess policies. The policy will include bodily injury and property damage liability
arising out of the operation, maintenance and use of all automobiles and mobile equipment used in
conjunction with this contract.
RFP #6133(Section C)
DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-1B6945B87060
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned, hired and non-owned autos.
\[ \] Workers Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to
meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability
limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy
limit for occupational disease. The City need not be named as an "Additional Insured" but the
insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees
and volunteers for any work performed for the City by the Named Insured. For building or
construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance
with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's
Compensation Commission (TWCC).
\[ \] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work
under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the
City as insured for property damage and bodily injury which may arise in the prosecution of the work
or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the
policy shall be issued by the same insurance company that carries the Contractor's liability insurance.
Policy limits will be at least combined bodily injury and property damage per occurrence with an
aggregate.
\[ \] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less than
each occurrence are required.
\[\] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000 annual aggregate with respect to
negligent acts, errors or omissions in connection with professional services is required under this
Agreement.
RFP #6133(Section C)
DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-1B6945B87060
\[ \] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided.
Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their
interests may appear.
\[x\] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the
premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this
type insurance should be required if the contractor has access to City funds. Limits of not less than
$100,000 each occurrence are required.
\[ \] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and specific
service agreements. If such additional insurance is required for a specific contract, that requirement
will be described in the "Specific Conditions" of the contract specifications.
RFP #6133(Section C)
DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-1B6945B87060
RFP 6133-Collection Services for Utilities, Fire/EMS and Municipal Courts
Linebarger Goggan Blair &
Sampson, LLP
Respondent's Business Name
Principal Place of Business (City and State)Austin, Texas
Estimated Estimated
Perecentage Fee
Quantities Quantities
ITEM
SERVICES
ONLY*
No. of Accts.Amount
PART C - Municipal Court debts & account receivables including unpaid fines, fees, court costs, forfeited bonds,
restitution ordered paid, and amounts in cases in which the accused has failed to appear.
8,447$3,611,33030.00%
1Outstanding Arrest Warrants 2011-May 2016
3,418$1,255,49330.00%
2Outstanding Capias Pro Fine Warrants 2011-May 2016
362$53230.00%
Money Collections (Ave Age: 420 days)
3
DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-1B6945B87060
DocuSign Envelope ID: 3A35A2A0-2501-459C-8CF0-1B6945B87060
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Sign and notarize the Form 1295
6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Certificate Of Completion
Envelope Id: 3A35A2A02501459C8CF01B6945B87060Status: Completed
Subject: City Council Docusign Item - 6133 (Section C)
Source Envelope:
Document Pages: 20Signatures: 4Envelope Originator:
Supplemental Document Pages: 0Initials: 0Jody Word
Certificate Pages: 6
AutoNav: EnabledPayments: 0jody.word@cityofdenton.com
EnvelopeId Stamping: EnabledIP Address: 129.120.6.150
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Record Tracking
Status: OriginalHolder: Jody WordLocation: DocuSign
2/22/2017 1:15:21 PM jody.word@cityofdenton.com
Signer EventsSignatureTimestamp
Jody WordSent: 2/22/2017 1:23:45 PM
Completed
jody.word@cityofdenton.comResent: 2/22/2017 2:02:38 PM
BuyerViewed: 2/22/2017 1:23:55 PM
Using IP Address: 129.120.6.150
City of DentonSigned: 2/22/2017 2:03:12 PM
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ID:
Glenn O. LewisSent: 2/22/2017 2:03:14 PM
glenn.lewis@lgbs.comViewed: 2/23/2017 8:36:25 AM
Capital PartnerSigned: 2/23/2017 11:07:14 AM
Glenn O. Lewis
Using IP Address: 66.87.97.229
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Signed using mobile
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Electronic Record and Signature Disclosure:
Accepted: 2/23/2017 8:36:25 AM
ID: e00cb30a-cf3a-4dc1-93ec-5223652b7fda
John KnightSent: 2/23/2017 11:07:17 AM
john.knight@cityofdenton.comViewed: 2/23/2017 11:07:51 AM
Deputy City AttorneySigned: 2/23/2017 11:08:04 AM
City of Denton
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Julia WinkleySent: 2/23/2017 11:08:06 AM
Completed
julia.winkley@cityofdenton.comViewed: 2/23/2017 11:10:25 AM
Contracts Administration SupervisorSigned: 3/8/2017 6:33:09 AM
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City of Denton
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Todd HilemanSent: 3/8/2017 6:33:13 AM
todd.hileman@cityofdenton.comViewed: 3/8/2017 9:49:51 AM
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Electronic Record and Signature Disclosure:
Accepted: 2/8/2017 4:52:51 PM
ID: 8154723a-9757-4d53-a4b5-794656233671
Jane RichardsonSent: 3/8/2017 9:50:27 AM
jane.richardson@cityofdenton.comResent: 3/9/2017 8:04:39 AM
Assistant City SecretaryViewed: 3/9/2017 1:11:37 PM
City of DentonSigned: 3/9/2017 1:11:49 PM
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In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Julia WinkleySent: 2/23/2017 11:07:16 AM
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
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Sherri ThurmanSent: 2/23/2017 11:07:16 AM
sherri.thurman@cityofdenton.comViewed: 2/23/2017 12:10:55 PM
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Jane RichardsonSent: 3/8/2017 6:33:11 AM
jane.richardson@cityofdenton.com
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Robin FoxSent: 3/8/2017 6:33:11 AM
Robin.fox@cityofdenton.com
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Carbon Copy EventsStatusTimestamp
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer BridgesSent: 3/9/2017 1:11:51 PM
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
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Jane RichardsonSent: 3/9/2017 1:11:52 PM
jane.richardson@cityofdenton.com
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Lorri BrightonSent: 3/9/2017 1:11:53 PM
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Robin A. RamsaySent: 3/9/2017 1:11:56 PM
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Stephen T. MeeksSent: 3/9/2017 1:11:58 PM
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Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted3/9/2017 1:11:58 PM
Certified DeliveredSecurity Checked3/9/2017 1:11:58 PM
Signing CompleteSecurity Checked3/9/2017 1:11:58 PM
CompletedSecurity Checked3/9/2017 1:11:58 PM
Payment EventsStatusTimestamps
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