City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025
CITY OF CHULA VISTA
CONSULTANT SERVICES AGREEMENT
WITH CEDARS BUSINESS SERVICES, LLC
TO PROVIDE PROFESSIONAL DEBT COLLECTION SERVICES
This Agreement is enteredinto effective asof November 18, 2025 (“Effective Date”) by and betweenthe City of Chula Vista, a chartered municipal corporation (“ City”) and Cedars Business Services, LLC, a California Limited Liability Company (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with referenceto the following facts:
RECITALS
WHEREAS, the City of Chula Vista Finance Director is responsible for collecting all City revenue including taxes, licenses, permits, assessments, fines, penalties, and fees for services; and WHEREAS, the City requires professional debt collection services and desires to contract with a full- service collection agency to provide collection services for delinqunet accounts receivable; and WHEREAS, in order to procure these services, the City solicited proposals in accordance with Chula Vista Municipal Code section 2.56.110, received six proposals, and selectedConsultant as the most qualified amongst those submitting; and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it can deliver the services required of Consultant to City in accordancewith the time frames and the terms and conditions of this Agreement.
End of Recitals. Next Page Starts Obligatory Provisions.] 2 Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025
OBLIGATORYPROVISIONS
NOW, THEREFORE, in consideration of the above recitals, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which the Partieshereby acknowledge, City and Consultant hereby agree as follows:
1. SERVICES
1.1 Required Services. Consultant agrees to perform the services, and deliver to City the “Deliverables” if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables describedin Exhibit A shall be referred to herein as the “Required Services.”
1.2 Reductions in Scopeof Work. City may independently, or upon requestfrom Consultant, from time to time, reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agreeto meet and confer in good faith for the purposeof negotiating a corresponding reduction in the compensation associated with the reduction.
1.3 Additional Services. Subject to compliance with the City’ s Charter, codes, policies, procedures and ordinancesgoverning procurement and purchasing authority, City may requestConsultant provide additional services related to the Required Services (“ Additional Services”). If so, City and Consultant agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the Additio nal Services. Unless otherwise agreed, compensation for the Additional Services shall be charged and paid consistentwith the ratesand terms already provided therein. Once addedto Exhibit A, “Additional Services” shall also become “ Required Services” for purposes of this Agreement.
1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services hereundershall be performed in accordancewith the highest standardof care exercised by members of the profession currently practicing under similar conditions and in similar locations.
1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be conceptual approval only anddoesnot relieve the Consultant of responsibility for complying with all laws, codes, industry standards, and liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of the Consultant or its subcontractors.
1.6 Security for Performance. In the event that Exhibit A Section 5 indicates the needfor Consultant to provide additional security for performance of its duties under this Agreement, Consultant shall provide such additional security prior to commencementof its Required Services in the form and on the terms prescribed on Exhibit A, or as otherwise prescribed by the City Attorney.
1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with any and all applicable federal, stateand local laws, including the Chula Vista Municipal Code.
1.8 BusinessLicense. Prior to commencementof work, Consultant shall obtain a businesslicense from City.
1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City’ s information and approval a list of any and all subcontractorsto be usedby Consultant in the performance of the Required Services. Consultant agrees to take appropriate measures necessary to ensure that all subcontractors and 2 Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C 3 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025 personnel utilized by the Consultant to complete its obligations under this Agreement comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this Agreement, Consultant shall ensurethat eachand every subcontractor carries out the Consultant’s responsibilities asset forth in this Agreement.
1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant’ s commencementof the Required Services hereunder, and shall terminate, subject to Sections 6.1 and 6.2 of this Agreement, when the Parties have complied with all their obligations hereunder; provided, however, provisions which expressly survive termination shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of the Required Services, Consultant agreesto City in the amount( s) and on the terms set forth in Exhibit A, Section 4. Standard terms for billing and payment are set forth in this Section 2.
2.2 Detailed Invoicing. Consultant agreesto provide City with a monthly statementdetailing its collection activities over the previous month within ten ( 10) days following the end of each statement month. The statementshall referencethe customernameand the City’s customeraccount number, invoice number, or any other accounting structure provided by the City. A Financial summary will also be required showing period to date and fiscal year to date totals for pertinent information including, but not limited to, receipts, net accounts receivable, total accounts receivable, and collection percentage.
2.3 Payment to City. Consultant shall submit payment to the City pursuant to the terms of this Agreement.
If payment is not remitted within thirty ( 30) calendar days of the previous month’s collection activities, the payment shall be considered delinquent and Consultant shall pay City a monthly penalty of five percent ( 5%) of the original delinquent amount until City receives payment in full of the delinquent amount and any applicable penalties.
2.4 [ RESERVED]
2.5 [ RESERVED]
2.6 Exclusions. City shall not be responsible for payment to Consultant for any fees or costs in excess of any agreedupon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not be responsible for any cost: ( a) incurred prior to the Effective Date; or ( b) arising out of or related to the errors, omissions, negligence, or actsof willful misconduct of Consultant, its agents, employees, or subcontractors.
2.7 Payment Not Final Approval. Consultant understandsand agreesthat City’s acceptanceof payment by Consultant does not constitute a City final decision regarding whether such payment represents the total amount due to City for a month, and doesnot constitute a waiver of any violation by Consultant of the terms of this Agreement. If City determines that City is entitled to receive compensation in addition to that already paid, City will notify Consultant in writing and Consultant shall promptly, but no later than thirty ( 30) days from the written notice, remit all additional amounts owed pursuant to Section 2.2 above.
3. INSURANCE
Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C 4 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025
3.1 Required Insurance. Consultant must procure and maintain, during the period of performance of Required Services under this Agreement, and for twelve months after completion of Required Services, the policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference the “Required Insurance”). The Required Insuranceshall also comply with all other terms of this Section.
3.2 Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions relating to the Required Insurance must be disclosed to and approved by City in advance of the commencement of work.
3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to transact businessin the Stateof California with a current A.M. Best’s rating of A V or better, or, if insuranceis placed with a surplus lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best’s rating of no less than A X. For Workers ’ Compensation Insurance, insurance issued by the State Compensation Fund is also acceptable.
3.4 Subcontractors. Consultant must include all sub-consultants/ sub-contractors as insureds under its policies and/or furnish separatecertificates and endorsementsdemonstrating separatecoveragefor those not under its policies. Any separate coverage for sub- consultants must also comply with the terms of this Agreement.
3.5 Additional Insureds. City, its officers, officials, employees, agents, and volunteers must be namedas additional insureds with respect to any policy of general liability, automobile, or pollution insurance specified as required in Exhibit B or as may otherwise be specified by City’s Risk Manager.. The general liability additional insured coverage must be provided in the form of an endorsement to the Consultant’ s insurance using ISO CG 2010 ( 11/85) or its equivalent; such endorsement must not exclude Products/Completed Operations coverage.
3.6 General Liability Coverage to be “Primary.” Consultant’ s general liability coverage must be primary insuranceasit pertains to the City, its officers, officials, employees, agents, and volunteers. Any insuranceor self- insurance maintained by the City, its officers, officials, employees, or volunteers is wholly separate from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to provide insurance.
3.7 No Cancellation. No Required Insurance policy may be canceled by either Party during the required insured period under this Agreement, exceptafter thirty days’ prior written notice to the City by certified mail, return receipt requested. Prior to the effective date of any such cancellation Consultant must procure and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Consultant’s insurer(s) will provide a Waiver of Subrogation in favor of the City for each Required Insurance policy under this Agreement. In addition, Consultant waives any right it may have or may obtain to subrogation for a claim againstCity.
3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that Consultant hasobtained the Required Insurancein compliance with the terms of this Agreement. The words will endeavor” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents, or representatives” or any similar languagemust be deletedfrom all certificates. The required certificates and endorsements should otherwise be on industry standard forms. The City reserves the right to require, at any time, complete, certified copies of all required insurance policies, including endorsements evidencing the coverage required by these specifications.
Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C 5 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025
3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution Liability and/or Errors & Omissions coverage are required and are provided on a claims -made form, the following requirementsalso apply:
a. The “Retro Date” must be shown, and must be before the dateof this Agreement or the beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided, for at least five ( 5) yearsafter completion of the work required by this Agreement. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a “Retro Date” prior to the effective date of this Agreement, the Consultant must purchase “ extended reporting” coveragefor a minimum of five (5) yearsafter completion of the work required by this Agreement. d. A copy of the claims reporting requirementsmust be submitted to the City for review.
3.11 Not a Limitation of Other Obligations. Insuranceprovisions under this section shall not be construed to limit the Consultant’ s obligations under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for higher limits maintained.
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, Consultant shall timely and fully protect, defend, reimburse, indemnify and hold harmless City, its elected and appointed officers, agents, employees and volunteers (collectively, “ Indemnified Parties”), from and against any and all claims, demands, causesof action, costs, expenses, (including reasonable attorneys’ fees and court costs), liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct of Consultant, its officials, officers, employees, agents, and contractors, arising out of or in connection with the performance of the Required Services, the results of such performance, or this Agreement. This indemnity provision does not include any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passivenegligent actsor omissions of the Indemnified Partieswhich may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party.
4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the forgoing, if the services provided under this Agreement are design professional services, as defined by California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity obligation under Section 1, above, shall be limited to the extent required by California Civil Code section 2782.8.
4.3 Costsof DefenseandAward. Included in Consultant’s obligations underthis Section 4 is Consultant’s obligation to defend, at Consultant’ s own cost, expense and risk, and with counsel approved in writing by City, any and all suits, actions or other legal proceedingsthat may be brought or instituted againstone or more Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C 6 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025 of the Indemnified Parties. Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment, award or decree that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses and costs incurred by any of them.
4.4. Consultant’ s Obligations Not Limited or Modified. Consultant’ s obligations under this Section 4 shall not belimited to insuranceproceeds, if any, received by the Indemnified Parties, or by any prior or subsequent declaration by the Consultant. Furthermore, Consultant’ s obligations under this Section 4 shall in no way limit, modify or excuseany of Consultant’s other obligations or duties under this Agreement.
4.5. Enforcement Costs. Consultant agrees to pay any and all costs and fees City incurs in enforcing Consultant’ s obligations under this Section 4.
4.6 Survival. Consultant’ s obligations under this Section 4 shall survive the termination of this Agreement.
5. CONFLICTS OF INTEREST
5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code require certain government officials and consultants performing work for government agenciesto publicly disclose certain of their personal assets and income using a Statement of Economic Interests form ( Form 700).
In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit C, incorporated into the Agreement by this referen ce.
5.2 Disclosures; Prohibited Interests. Independent of whether Consultant is required to file a Form 700, Consultant warrants and representsthat it hasdisclosed to City any economic interestsheld by Consultant, or its employees or subcontractors who will be performing the Required Services, in any real property or project which is thesubjectof this Agreement. Consultant warrantsandrepresentsthat it hasnot employed or retained any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, to solicit or securethis Agreement. Further, Consultant warrantsandrepresentsthat it hasnot paid or agreed to pay any company or person, other than a bona fide employee or approved subcontractor working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further warrants and represents that no officer or employee of City, has any interest, whether contractual, non-contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant or Consultant’ s subcontractors. Consultant further agreesto notify City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of any of these warranties, City shall have the right to rescind this Agreement without liability.
5.3 Levine Act. California Government Code section 84308, commonly known as the Levine Act, prohibits public agency officers from participating in any action related to a contract if such officer receives political contributions totaling more than $500 within the previous twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract. The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract. In order to assure compliance with these requirements, Consultant shall comply with the disclosure requirements identified in the attached Exhibit D, incorporated into the Agreement by this reference.
6. REMEDIES
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Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025
6.1 Termination for Cause. If for any reason whatsoever Consultant shall fail to perform the Required Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other covenants, agreements or conditions of this Agreement ( each a “Default”), in addition to any and all other rights and remedies City may have under this Agreement, at law or in equity, City shall have the right to terminate this Agreement by giving five ( 5) days written notice to Consultant. Such notice shall identify the Default and the Agreement termination date. If Consultant notifies City of its intent to cure suchDefault prior to City’ s specified termination date, and City agrees that the specified Default is capable of being cured, City may grant Consultant up to ten (10) additional days after the designatedtermination date to effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately provide City any and all ”Work Product” (defined in Section 7 below) prepared by Consultant as part of the Required Services.
Such Work Product shall be City’ s sole and exclusive property as provided in Section 7 hereof. Consultant may be entitled to compensationfor work satisfactorily performed prior to Consultant’s receipt of the Default notice; provided, however, in no event shall such compensation exceed the amount that would have been payable under this Agreement for such work, and any such compensation shall be reduced by any costs incurred or projected to be incurred by City as a result of the Default.
6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or any portion of the Required Services, at any time and for any reason, with or without cause, by giving specific written notice to Consultant of such termination or suspension at least fifteen ( 15) days prior to the effective date thereof. Upon receipt of such notice, Consultant shall immediately ceaseall work under the Agreement and promptly deliver all “Work Product” ( defined in Section 7 below) to City. Such Work Product shall be City' s sole and exclusive property as provided in Section 7 hereof. Consultant shall be entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount due and payable under this Agreement for work satisfactorily performed as of the date of the termination/suspension notice plus any additional remaining Required Services requested or approved by City in advance that would maximize City’s value under the Agreement.
6.3 Waiver of Claims. In the event City terminates the Agreement in accordancewith the terms of this Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of such termination except asexpressly provided in this Section 6.
6.4 Administrative Claims Requirementsand Procedures. No suit or arbitration shall be brought arising out of this Agreement against City unless a claim has first been presented in writing and filed with City and actedupon by City in accordancewith the proceduresset forth in Chapter 1.34 of the Chula Vis ta Municipal Code, as same may be amended, the provisions of which, including such policies and procedures used by City in the implementation of same, are incorporated herein by this reference. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement.
6.5 Governing Law/Venue. This Agreement shall be governed by and construed in accordancewith the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in SanDiego County, Stateof California. Consultant hereby waives any right to remove any action from San Diego County as may otherwise be permitted by California Code of Civil Procedure section 394.
6.6 Service of Process. Consultant agrees that it is subject to personal jurisdiction in California. If Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first classmail directed to the individual and addresslisted under “For Legal Notice,” in section 1.B. of Exhibit A to this Agreement, and that such service shall be effective five days after mailing.
Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C 8 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025
7. OWNERSHIP AND USE OF WORK PRODUCT
All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “ Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant in the United Statesor in any other country without the express, prior written consentof City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Consultant, except asmay be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing datageneratedasWork Product, Consultant shall make available to City, upon reasonablewritten request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only in writing signed by both Parties.
8.2 Assignment. City would not have entered into this Agreement but for Consultant’s unique qualifications and traits. Consultant shall not assign any of its rights or responsibilities under this Agreement, nor any part hereof, without City’s prior written consent, which City may grant, condition or deny in its sole discretion.
8.3 Authority. The person( s) executing this Agreement for Consultant warrants and represents that they havethe authority to executesameon behalf of Consultant and to bind Consultant to its obligations hereunder without any further action or direction from Consultant or any board, principle or officer thereof.
8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one Agreement after eachParty hassigned such a counterpart.
8.5 Entire Agreement. This Agreement together with all exhibits attachedhereto and other agreements expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject matter contained herein. All exhibits referencedherein shall be attachedhereto and are incorporated herein by reference. All prior or contemporaneous agreements, understandings, representations, warranties and statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agreement and for three (3) years following completion of the Required Services, Consultant agrees to maintain, intact and readily accessible, all data, documents, reports, records, contracts, and supporting materials relating to the performance of the Agreement, including accounting for costs and expenses charged to City, including such records in the possession of sub- contractors/sub-consultants.
8.7 Further Assurances. The Partiesagreeto perform such further actsand to executeand deliver such additional documents and instruments as may be reasonably required in order to carry out the provisions of this Agreement and the intentions of the Parties.
8.8 IndependentContractor. Consultant is and shall at all times remain as to City a wholly independent contractor. Neither City nor any of its officers, employees, agents or volunteers shall have control over the Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C 9 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025 conduct of Consultant or any of Consultant’s officers, employees, or agents (“ Consultant Related Individuals”), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed employees of City, and none of them shall be entitled to any benefits to which City employees are entitled, including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Furthermore, City will not withhold state or federal income tax, social security tax or any other payroll tax with respectto any Consultant Related Individuals; instead, Consultant shall be solely responsible for the payment of same and shall hold the City harmless with respect to same. Consultant shall not at any time or in any manner representthat it or any of its Consultant Related Individuals are employees or agents of City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatsoeveragainstCity, or bind City in any manner.
8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to have been properly given or served if personally served or deposited in the United Statesmail, addressedto such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified in this Agreement at the places of businessfor each of the designated Parties as indicated in Exhibit A, or otherwise provided in writing.
8.10 Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Partiesincluded in this Agreement are intended to authenticatethis writing and to have the sameforce and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attachedto or logically associatedwith a record and executedand adoptedby a Party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the California Uniform Electronic TransactionsAct ( Cal. Civ. Code §§ 1633.1 to 1633.17) asamendedfrom time to time.
End of page. Next page is signature page.)
Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C 0 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025
SIGNATURE PAGE
CONSULTANT SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant agree that they have read and understood all terms and conditions of the Agreement, that they fully agree and consentto bound by same, and that they are freely entering into this Agreement asof the Effective Date.
CITY OF CHULA VISTA
BY: ________________________________
JOHN MCCANN
CEDARS BUSINESS SERVICES, LLC
BY:________________________________
CHRISWALCHER
VICE PRESIDENTOF SALES MAYOR
ATTEST1
BY: ________________________________
Kerry K. Bigelow, MMC
City Clerk
APPROVED AS TO FORM
BY: _______________________________
Marco A. Verdugo
City Attorney
1 Attestation signature only required if the Mayor signs the Agreement. If Mayor is not signing agreement, delete entire attestation signature block.
Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C Procurement Review
11 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice A. City Contract Administration:
Jimmy Vasquez
276 Fourth Ave, Bldg A
Chula Vista, CA 91910
619-585-5688
jvasquez@chulavistaca. gov
For Legal Notice Copy to:
City of Chula Vista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619- 691- 5037
CityAttorney@chulavistaca. gov
B. Consultant Contract Administration:
CEDARS BUSINESS SERVICES, LLC
Patrick Miller
5230 Las Virgenes Road, Suite 210, Calabasas, CA 91302
818) 224-3800
pmiller@cedarfinancial. com
For Legal Notice Copy to:
Patrick Miller
5230 Las Virgenes Road, Suite 210, Calabasas, CA 91302
818) 224-3800
pmiller@cedarfinancial. com
2. Required Services
A. General Description:
Consultant will provide professional debt collection services for delinquent accounts receivable, to recover unpaid debts by leveraging the Consultant’s expertise, knowledge, resources and technology; deploying a respectful, ethical and professional process, ensuring compliance with all applicable federal, state, local laws, regulations and debt collection bestpractices.
B. Detailed Description:
The following services shall be provided by Consultant as professional debt collection services for unpaid, delinquent accountsreceivable:
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Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025
1. General Requirements:
a) Consultant must designate a dedicated Account Manager and/or Client Service representative for the City to addressday-to-day issuesand act as the main contact betweenthe City and Consultant for all inquiries.
b) Consultant’ s leadership staff shall meet with City staff annually to discuss the state of the contract and stepsto maximize productivity and service performance.
c) Maintain complete and accurate records of each account referred by the City, including all correspondence, documents, collection actions and transactions detail. These records may be required by City staff, internal or external auditors and shall be maintained for a minimum of ( 6) years after termination of collection actions on each account.
d) Consultant must provide the City with an acknowledgement of accounts assigned to and accepted by agencywithin three (3) businessdays of accountsreceived electronically. e) Provide City staff with accessto the consultant’s collection databaseat a read-only level to view account information and collector notes.
f) Forward Debtor disputes, escalations and requests for validation of debt received by consultant to City’s Collection’s Supervisor within one businessday, if applicable. g) Consultant shall not assume ownership or rights to accounts and only pursue collections on behalf of the City. All communications with delinquent account holders shall be conducted under the name of the Consultant.
h) The City reserves the right to withdraw any delinquent account from the Consultant at its sole discretion and at any time. In such cases, the Consultant shall immediately ceaseall collection and/or legal activities related to the account. If the account is withdrawn prior to collection activity, no fees shall be due.
i) Consultant shall, upon request by the City, coordinate with State Agencies including but not limited to the FranchiseTax Board (IIC), Secretaryof State, and StateController’s Office when necessaryto facilitate the recovery of debts.
2. Reporting and Payment Requirements:
a) Remit all monies collected (less collection fees) in the previous month no later than the tenth (10th) day of the following month. All remittance advice( s) must be accompanied by the electronic reports identified in Section 10a below.
b) Provide the City with periodic statusreports asfollows:
Monthly progress reports per Department/ Service area on the status of each account and balance updatesincluding account number and customer name. The Statementshall itemize the original balance, amount( s) collected, commissions due to consultant, adjustments made, if any, and amount(s) paid to the city.
Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C 13 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025 Quarterly analytical reporting per department/Service reflects trends, revenuecollection issuesor other barriers to obtaining payment.
Annual reports per department/Service area based on July 1st through June 30th fiscal year schedule, reflecting the activity for the previous fiscal year. This report shall include datafor each account detailing the original balance, payments received, adjustments if a commission retained by consultant, and balance due. Also, a yearly detailed and in summary aging report by service area and/or department.
Customized reports upon request, in a format mutually agreedupon, reflecting data as specified by the requesting Department or Service area.
3. Term: In accordancewith Section 1.10 of this Agreement, the term of this Agreement shall begin November 18, 2025 and end on June 30, 2029 for completion of all Required Services.
4. Compensation:
A. Form of Compensation
Consultant must remit all monies collected minus the collection fees ascalculated basedon the table below.
Department Service Area
Tier 1
Age of Debt*
0-24 Months)
Rate %
Tier 2
Age of Debt*
24-48 Months)
Rate %
Tier 3
Age of Debt*
48+ Months)
Rate %
Finance Utility Billing 18% 23% 30%
Finance Parking Citations 22% 26% 33%
Human Resources Property Damage 12% 15% 21%
Animal Care Facility Citations 14% 19% 23%
Development Services –
Planning
Developer Deposit
Accounts
11% 18% 21%
Development Services –
Storm Water Engineering
Annual Inspection Fees,
Variance Accounts
19% 23% 30%
Public Works Damageof Infrastructure 12% 15% 21%
Finance Transient Occupancy Taxes 22% 26% 33%
Human Resources Retiree Health 22% 26% 33%
Fire Ambulance/EMS 19% 23% 30%
Police False Alarm 19% 23% 30%
Development Services Code Violation Accounts 14% 19% 23% Parks and Recreation Park assessments, NSF
classes, Park Ranger
Citations.
19% 23% 30%
Library Fines and Fees 19% 23% 30%
City Wide Misc. A/ R 19% 23% 30%
The Age of Debt commences upon the date in which the debt becomes delinquent, as per the City’s billing terms.
Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C 14 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025 B. Reimbursement of Costs
None, the compensation includes all costs
Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for servicesperformed through June30, 2031 shall not exceed $1,000,000 .
5. Special Provisions:
Permitted Sub- Consultants: None
Security for Performance: None
Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement for two (2) additional one-year terms or July 1, 2029, through June30, 2030, and July 1, 2030, through June30, 2031. The City Manager or Director of Finance/ Treasurer shall be authorized to exercise the extensions on behalf of the City. If the City exercisesan option to extend, each extension shall be on the sameterms and conditions contained herein, provided that the amounts specified in Section 4 above may be increased by up to zero percent for eachextension. The City shall give written notice to Consultant of the City’selection to exercisethe extension via the Notice of Exercise of Option to Extend document.
Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C 15 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the following types and minimum amounts of insurance, as indicated by checking the applicable boxes ( x).
Type of Insurance Minimum Amount Form
General Liability:
Including products and
completed operations,
personaland
advertising injury
2,000, 000 per occurrence for
bodily injury, personal injury
including death), and property
damage. If Commercial General
Liability insurance with a general
aggregate limit is used, either the
general aggregate limit must apply
separatelyto this Agreement or the
general aggregate limit must be
twice the required occurrencelimit
Additional Insured Endorsement
or Blanket AI Endorsementfor
City*
Waiver of Recovery Endorsement
Insurance Services Office Form
CG 00 01
Must be primary and must not
exclude Products/Completed
Operations
Automobile Liability $ 1,000, 000 per accident for bodily injury, including death, and
property damage
Insurance Services Office Form
CA 00 01
Code 1-Any Auto
Code 8-Hired
Code 9-Non Owned
Workers’
Compensation
Employer’s Liability
1,000,000 eachaccident
1,000, 000 disease policy limit
1,000,000 diseaseeachemployee
Waiver of Recovery Endorsement
Professional Liability
Errors & Omissions)
1,000,000 eachoccurrence
2,000, 000 aggregate
Other Negotiated Insurance Terms: Cyber Policy
Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C 16 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025
EXHIBIT C
CONSULTANT CONFLICT OF INTEREST DESIGNATION
The Political Reform Act2and the Chula Vista Conflict of Interest Code3 (“Code”) require designated state and local government officials, including some consultants, to make certain public disclosures using a Statementof Economic Interestsform ( Form 700). Once filed, a Form 700 is a public document, accessibleto any member of the public. In addition, consultants designated to file the Form 700 are also required to comply with certain ethics training requirements. 4
A. Consultant will not exert influence over the official or contracting decisions of City and is therefore EXCLUDED5from disclosure.
B. Consultant WILL exert influence over the official or contracting decisions of City and their disclosure designation is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL( S) ASSIGNED TO PROVIDE SERVICES Category descriptions available at www.chulavistaca.gov/departments/city-clerk/conflict- of-interest-code.) Name Email Address Applicable Designation
Enter Name of Each Individual
Who Will Be Providing Service
Under the Contract – If
individuals have different
disclosure requirements,
duplicate this row and
complete separately for each
individual
Enter email address(es) A. Full Disclosure
B. Limited Disclosure (selectoneor more of
thecategoriesunder which the consultantshall file):
1. 2. 3. 4. 5. 6. 7.
Justification:
C. Excluded from Disclosure
1. Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meetsthe definition of “Consultant,” pursuant to FPPC Regulation 18700.3, must file a Form 700.
2. Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City' s online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be required annually on April 1 during the term of the Agreement, and within 30 days of the termination of the Agreement.
3. Filing Designation
The City Department Director will designateeachindividual who will be providing servicesto the City pursuant to the Agreement as full disclosure, limited disclosure, or excluded from disclosure, basedon an analysis of the services the Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is ultimately responsible for complying with FPPC regulations and filing requirements. If you have any questions regarding filing requirements, pleasedo not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-866-ASK- FPPC, or 866) 275-3772 *2.
Pursuantto the duly adoptedCity of Chula Vista Conflict of InterestCode, this documentshall serveasthe written determinationof the consultant’s requirementto comply with the disclosurerequirementssetforth in the Code.
Completed by: Enter City Staff Person’s Name
2 Cal. Gov. Code §§81000 et seq.; FPPC Regs. 18700.3 and 18704. 3 Chula Vista Municipal Code §§2.02.010-2.02.040.
4 Cal. Gov. Code §§53234, et seq.
5 CA FPPC Adv. A- 15-147 (Chadwick) ( 2015); Davis v. Fresno Unified School District ( 2015) 237 Cal.App.4th261; FPPC Reg. 18700.3 (Consultant defined as an “individual” who participates in making a governmental decision; “individual” does not incl ude corporation or limited liability company).
Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C 17 City of Chula Vista Agreement No.: 2025-320
Consultant Name: Cedars Business Services, LLC Rev. 3/3/2025
EXHIBIT D
CONSULTANT LEVINE ACT DISCLOSURE
California Government Code section 84308, commonly referred to as the Levine Act, prohibits any City of Chula Vista Officer6 (“Officer”) from taking part in decisions related to a contract if the Officer received a political contribution totaling more than $ 500 within the previous twelve months, and for twelve months following the date a final decision concerning the contract has beenmade, from the person or company awarded the contract.
The Levine Act also requires disclosure of such contribution by a party to be awarded a specific contract. The Levine Act does not apply to competitively bid, labor, or personal employment contracts; contracts valued at under $ 50,000; contracts where no party receives financial compensation; or contracts between two or more agencies.
A. The Levine Act ( Govt. Code § 84308) DOES NOT apply to this Agreement.
B. The Levine Act ( Govt. Code § 84308) does apply to this Agreement and the required disclosure is as follows:
Current Officers can be located on the City of Chula Vista’ s websites below:
Mayor & Council - https:// www. chulavistaca. gov/ departments/ mayor- council City Attorney - https:// www. chulavistaca. gov/ departments/ city- attorney/ about- us Planning Commissioners – www. chulavistaca. gov/ pc
Candidate for Elected Office – www. chulavistaca. gov/ elections
1. Have you or your company, or any agent on behalf of you or your company, made political contributions totaling more than $ 500 to any Officer in the 12 months preceding the date you submitted your proposal, the date you completed this form, or the anticipated date of any Council action related to this Agreement? YES: If yes, which Officer( s): Click or tap here to enter text.
NO:
2. Do you or your company, or any agent on behalf of you or your company, anticipate or plan to make political contributions totaling more than $ 500 to any Officer in the 12 months following the finalization of this Agreement or any Council action related to this Agreement?
YES: If yes, which Officer( s): Click or tap here to enter text.
NO:
Answering yes to either question abovemay not preclude the City of Chula Vista from entering into or taking any subsequent action related to the Agreement. However, it may preclude the identified Officer( s) from participating in any actions related to the Agreement.
6 “ Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. GC § 84308
Docusign Envelope ID: 75F4DD9D- A165- 41EC- BF6A- 79DC24FED53C