City Council - Successor Agency - Housing Authority
June 18, 2024

CITY OF FULLERTON

PROFESSIONAL SERVICES AGREEMENT
WITH
ONLINE INFORMATION SERVICES, INC.

THIS AGREEMENT is made and entered into this 18 th day of JUNE, 2024 (“Effective Date”), by and between the CITY OF FULLERTON, a California municipal corporation (“City”), and ONLINE INFORMATION SERVICES, INC, a California corporation (“Consultant”).

W I T N E S S E T H :

A.

City proposes to utilize the services of Consultant as an independent contractor to perform on-call Debt Collection Services for the City of Fullerton to collect outstanding fees and other delinquent charges or accounts owed to the City of Fullerton, as more fully described herein.

B.

Consultant represents that it has that degree of specialized expertise contemplated within California Government Code section 37103, and holds all necessary licenses to practice and perform the services herein contemplated.

C.

City and Consultant desire to contract for the specific services described herein, and desire t
o set forth their rights, duties and liabilities in connection with the services to be performed.

D.

No official or employee of City has a financial interest, within the provisions of Sections 10
90-1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1.0. SERVICES PROVIDED BY CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in the Services & Fees Schedule attached hereto as Exhibit A and incorporated herein by this reference.

1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws and regulations that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement.

1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the reasonable satisfaction of the City, in accordance with the applicable professional standard of care and City specifications and within the hereinafter specified. Evaluations of the work will be done by the City Manager or his designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a)
Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b)
Require Consultant to repeat the work at no additional fee until it is Professional Services Agreement
Online Information Services, Inc.

satisfactory; and/or

(c) Terminate the Agreement as hereinafter set forth.

1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable and non conflicting Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employ ment and employment practices; workers’ compensation insurance and safety in employm ent; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant’s performance under this Agreement.

1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code.

1.6. Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services sim ilar to the services that are subject to this Agreement or may have its own employees per form services similar to those services contemplated by this Agreement.

1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant’s sole cost and expense.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclos ure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.

2.0. COMPENSATION AND BILLING

2.1. Compensation. Consultant shall be paid in accordance with the Fee Schedule as set forth in Exhibit A.

2.2. Additional Services. Consultant may perform the additional services per the fee rates in Fee Schedule referenced in Consultant’s Proposal attached hereto as Exhibit B, which must be prescribed in writing and incorporated herein by this reference if specifically engaged to do so by City. Consultant shall not receive compensation for any services provided outside the Professional Services Agreement
Online Information Services, Inc.

scope of services specified in Exhibit A unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

2.3. Method of Billing. Consultant may s ubmit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.

2.4. Records and Audits. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date of this Agreement until three (3) years after the termination date.

2.5. W-9. Consultant must provide City with a current W-9 form prior to the commencement of work under this Agreement. It is the Consultant’s responsibility to provide to the City any revised or updated W-9 form during the term of this Agreement.

3.0. TIME OF PERFORMANCE

3.1. Commencement and Completion of Work. As this is an On-Call agreement and work is determined on basis of need and availability, professional services may be performed pursuant to this Agreement any time after the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion when requested may be grounds for termination of this Agreement.

3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party.

4.0. TERM AND TERMINATION

4.1. Term. This Agreement shall commence on the Effective Date for a three (3) year term through JUNE 17, 2027, and includes two (2) one-year renewal options at the City’s discretion through JUNE 17, 2029, unless terminated as provided herein.

4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant.

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City.

4.3. Compensation. In the event of termination, City shall pay Consultant for Professional Services Agreement
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reasonable costs incurred and professional services satisfactorily performed up to and including the date of City’s written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant.

4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5.0. INSURANCE

5.1. Insurance Required. Consultant shall procure and maintain throughout the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees or subcontractors. Consultant shall provide current evidence of the required insurance in a form acceptable to City and shall provide replacement evidence for any required insurance which expires prior to the completion, expiration, or termination of this Agreement.

Nothing in this section shall be construed as limiting in any way, the Indemnification and Hold Harmless clause contained herein in Section 6.8 or the extent to which Consultant may be held responsible for payments of damages to persons or property.

5.2. Minimum Scope and Limits of Insurance.

A. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance coverage in a form at least as broad as ISO Form #CG 00 01, with a limit of not less than $2,000,000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Agreement or shall be twice the required occurrence limit.

B. Business Automobile Liability Insurance. Consultant shall maintain business automobile liability insurance coverage in a form at least as broad as ISO Form # CA 00 01, with a limit of not less than $1,000,000 each accident. Such insurance shall include coverage for owned, hired and non-owned automobiles.

C. Workers’ Compensation and Employers’ Liability Insurance. Consultant shall maintain workers’ compensation insurance as required by the State of California and employers’ liability insurance with limits of not less than $1,000,000 each accident.

D. Professional Liability Insurance. Consultant shall maintain professional liability insurance appropriate to Consultant’s profession with a limit of not less than $2,000,000 per occurrence or claim and $2,000,000 aggregate. If policy is written as a “claims made” policy, the retro date of the policy shall be prior to the start of the contract work.

Professional Services Agreement
Online Information Services, Inc.

E. Employee/Officer Fidelity Bond. Consultant shall maintain a fidelity bond with a minimum limit of $1,000,000, providing coverage for the acts of all employees, officers and directors of Consultant.

F. Cyber Liability Insurance. Consultant shall maintain cyber liability insurance coverage with a limit of not less than $2,000,000 per claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this Agreement and shall include but not be limited to claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security.

The policy shall provide coverage for breach response costs as well as regulatory fines, penalties and credit monitoring expenses with limits sufficient to respond to these obligations.

5.3. Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be declared to and approved by City.

5.4. Other Insurance Provisions. The required insurance policies shall contain or be endorsed to contain the following provisions:

A. Commercial General Liability. City, its elected or appointed officials, officers, employees and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Consultant, including materials, parts or equipment furnished in connection with such work or operations. Such coverage as an additional insured shall not be limited to the period of time during which Consultant is conducting ongoing operations for City but rather, shall continue after the completion of such operations. The coverage shall contain no special limitations on the scope of its protection afforded to City, its officers, employees and volunteers.

B. Commercial General Liability. This insurance shall be primary insurance as respects City, its officers, employees and volunteers and shall apply separately to each insured against whom a suit is brought or a claim is made. Any insurance or self-insurance maintained by City, its officers, employees and volunteers shall be excess of this insurance and shall not contribute with it.

C. Professional Liability. If the Professional Liability policy is written on a “claims made” form, the Retroactive Date must be shown and must be before the date of the contract or beginning of contract work. The insurance must be maintained and evidence of insurance must be provided for at least (5) years after completion of the contract work. If the coverage is canceled or non-renewed and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting coverage” for a minimum of five (5) years after completion of work.

D. Workers’ Compensation and Employers’ Liability Insurance. Insurer shall waive their right of subrogation against City, its officers, employees and volunteers for work done on behalf of City.

E. Employee/Officer Fidelity Bond, City shall be named as third party beneficiary for losses arising from work done on behalf of City.

F. All Coverages. Each insurance policy required by this clause shall be Professional Services Agreement
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endorsed to state that coverage shall not be canceled, except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to City.

If Consultant maintains higher limits or has broader coverage than the minimums shown above, City requires and shall be entitled to all coverage, and to the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

G. Subcontractors. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein and Consultant shall ensure that City is an additional insured on insurance required from subconsultants.

H. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.

5.5 Acceptability of Insurers. All required insurance shall be placed with insurers acceptable to City with current BEST’S ratings of no less than A, Class VII. Workers’ compensation insurance may be placed with the California State Compensation Insurance Fund.

All insurers shall be licensed by or hold admitted status in the State of California. At the sole discretion of City, insurance provided by non-admitted or surplus carriers with a minimum BEST’S rating of no less than A- Class X may be accepted if Consultant evidences the requisite need to the sole satisfaction of City.

5.6 Verification of Coverage. Consultant shall furnish City with certificates of insurance which bear original signatures of authorized agents and which reflect insurers names and addresses, policy numbers, coverage, limits, deductibles and self-insured retentions.

Additionally, Consultant shall furnish copies of all policy endorsements required herein. All certificates and endorsements must be received and approved by City before work commences.

City reserves the right to require at any time complete, certified copies of any or all required insurance policies and endorsements.

6.0. GENERAL PROVISIONS

6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6.2. Representatives. The City Manager or his designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

Professional Services Agreement
Online Information Services, Inc.

6.3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT: IF TO CITY:

Online Information Services, Inc.

P. O. Box 1489
Winterville, NC 28590
Attn: J.W. Blair, President

City of Fullerton
303 W. Commonwealth Ave.

Fullerton, CA 92832
Attn: Tonette Smart, Deputy Director of
Administrative Services

6.5. Attorneys’ Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereu nder or the enforcement of any of the terms, conditions, or provisions hereof.

6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

6.7. Assignment. Consultant shall not vo luntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.

Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6.8. Indemnification and Hold Harmless. To the fullest extent of the law, Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents, and employees, at Consultant’s sole expense, from and against claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents, and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the professional services undertaken pursuant to this Agreement. The defense obligation Professional Services Agreement
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provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents, and employees based upon the work performed by Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints, or suits arising out of the sole negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Consultant’s Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.

Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Professional Services Agreement
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Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. All findings, reports, CAD drawings, documents, information and data, including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any fo rm, including but not limited to, computer tapes, discs, files, audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.

6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq .).

Exceptions to public disclosure may be those doc uments or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any tr ade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090.

During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

6.15. Responsibility for Errors. Consultant shall be responsible for its work under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, without prejudice to any other remedy to which City may be entitled to at law or equity, Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. In addition, Consultant shall reimburse City for any and all costs, expenses and/or damages, if any, that the City has incurred due to the aforementioned error or omission.

Professional Services Agreement
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6.16. Prohibited Employment. Consultant w ill not employ any regular employee of City while this Agreement is in effect.

6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the perfo rmance of its obligations hereunder except as expressly provided herein.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall Professional Services Agreement
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constitute one agreement.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

6.27 Executive Order N-6-22. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Ec onomic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the City determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with s anctioned individuals or entities, that shall be grounds for termination of this agreement. The City shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the City.

Contractor shall immediately notify City in writing upon being subjected to Economic Sanctions or upon being charged by an government agency of conducting prohibited transactions within the meaning of Executive Order N-6-22.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF FULLERTON

__________________________________ Date: __________________________ Eric J. Levitt, City Manager

CONSULTANT

__________________________________ Date: __________________________ J.W. Blair, President

On File___________________________
Social Security or Taxpayer ID Number

APPROVED AS TO FORM:

__________________________________
Richard D. Jones, City Attorney

Professional Services Agreement

EXHIBIT A

SCOPE OF SERVICES & FEE SCHEDULE

EXHIBIT A

SCOPE OF SERVICES & FEE SCHEDULE

Introduction

The City of Fullerton (City) is requesting proposals from qualified firms to perform Debt Collection Services for the City of Fullerton to collect outstanding fees and other delinquent charges or accounts owed to the City of Fullerton. The City is seeking to establish an On-Call List and may enter into professional services agreements with up to three (3) firms based on number of qualified proposers, types of collection services and availability of firms. Examples of debt collection services sought and other delinquent charges or accounts owed to the City of Fullerton include (but are not limited to):
(a) Utility Services Accounts – Includes water utility, sewer and sanitation charges, and refuse (trash) billings;
(b) General & Miscellaneous Billings – Includes City leases, false alarms, Airport hangar and tie-downs, property damages and other miscellaneous fees; (c) Public Works fees, building and code enforcement violations; (d) Debt collection services not collected or performed from third-party City billing services’ providers (i.e. false alarm, ambulance billings, parking citation); (e) Other debts that may come due to the City.

The City is seeking qualified Firm(s) who can demonstrate competency and experience in providing municipal debt collection services for public agencies, with particular focus with cities with utility services and/or utility agencies (i.e. water, sewer, refuse). The City seeks an experienced and effective firm that minimizes City costs, maximizes the use of available technology, provides excellent client service, and performs thorough and complete collections.

The City is also seeking an experienced and effective firm that offers the most competitive rates, maximizes revenue recovery and presents best overall value to the City.

The City desires to enter into a three (3) year agreement term, with two (2) optional one-year extension periods at the City discretion based on performance and satisfactory work and services.

By qualifying on the On-Call List, this does not guarantee a determined amount of work and firms and work will be assigned based on service need, availability and type of collections needed on an on-going basis.

Scope of Services
The Scope of Work is intended to be a general guide and not an all-inclusive, complete list of all work to be performed. The Proposer shall perform the following key services as required herein of this RFQ:

1. Initiate standard accepted debt collection procedures within 20 days from the date of assignment.

2. Report, correct and/or delete credit bureau reporting and provide evidentiary documentation to the Administrative Services Department. The City retains the right to recall from the Firm, without charge or penalty, any accounts assigned for collections.

Upon recall by the City, no further collection efforts on recalled accounts will be undertaken. If the account being recalled has been reported to any credit bureau, it is expected to be immediately cleared from the customer’s credit report and provide written confirmation of such upon request.

3. Comply with Federal, State and Local regulations and laws regarding fair debt collection practices. Collection shall be conducted through the highest professional, ethical and lawful means with the highest level of customer service.

4. Maintain a professional customer service image in working with City customers and debtors.

5. Maintain separate files for each account for audit purposes. Audit of any and all assigned records is at the discretion of the City.

6. Maintain confidentiality on all accounts assigned by the City.

7. Maintain a disaster recovery plan to protect the City’s receivables and the confidentiality of the information contained therein.

8. Accept data from the City in both paper and electronic formats. The assignment will include the following information, if available, and any other relevant information in the City’s possession at the time of referral as deemed appropriate: Name(s); Address; Type of Account; Unpaid Balance, date of birth and driver’s license (if on file), phone numbers, account numbers, and account start and stop dates.

9. Immediate return of all accounts still pending upon termination of contract by any party.

10. Accept and process credit card payments via telephone. Accept and process electronic payments from debtors. The Firm is responsible for all costs associated with this service, including but not limited to payment of the merchant’s discount fee.

11. Bear all expenses and costs incurred to effect collection of any account referred to them by the City, including but not limited to litigation and transportation.

12. Remit all monies collected, less collection fees, monthly to the City. Remittance should include a breakdown by debtor and type of account and clear itemization of firm’s collection fee.

13. Provide monthly reports no later than ten (10) days after the end of the month. This report should include, but not be limited to, the following:
a. Status of each account with customer pertinent information:
i. Debtor’s name and account number
ii. Amount and date payments received by the Firm for each individual account.
iii. Balance Outstanding
b. Monthly status of accounts, including assigned and current balance, number of open accounts and number of returned accounts.
c. Collection received during the month.
d. Percentage of recovery in comparison to the total dollar value of assigned accounts.
e. A monthly report detailing current address and phone number of debtors who have relocated.
f. Credit Reporting Service Notifications
g. On as needed basis, Ad Hoc reports as requested including but not limited to collections, legal actions, adjustments, updated addresses and corrections.

14. On a yearly basis as determined by the Project Manager of the City, a report for all accounts deemed to be uncollectible, along with reasons for no collection and actions taken to attempt collection must be provided.

15. The Firm must obtain the City’s written approval for any payment plan extending beyond one year from the date of the initiation of the payment plan.

16. The Firm must immediately notify City of Fullerton of any breach of information and notify the customer. Additionally, credit protection must be offered to the customer if personal financial data has been compromised.

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Fee Schedule/Cost ProposalONLINE proposes the following flat contingency fees for all monies collected on utility accounts placed with our agency. This includes payments received on referred accounts within your office. This is the only charge to the City and will be fixed for the duration of the agreement: 1) Utilities – 30% 2) Miscellaneous billings – 50% Professional Services Agreement

EXHIBIT B

CONSULTANT’S PROPOSAL

Please note the following sections of the Consultant’s original proposal (49 pages) were removed at the request of the Consultant due to confidential and propriety information or found unnecessary in the inclusion of the professional services agreement:

 RFQ FORMS – pgs. 31 – 32 of 49

 SAMPLE AGREEMENT – pgs. 33 – 49 of 49

[ONLINE INFORMATION SERVICES, INC.] January 22, 2024PO Box 1489Winterville, NC 28590(866) [email protected] Response to –

[ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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Table of Contents LETTER OF TRANSMITTAL ........................................................................................................................... 3TECHNICAL PROPOSAL ............................................................................................................................... 4QUALIFICATIONS & EXPERIENCE........................................................................................................................................ 4DETAILED WORK PLAN.................................................................................................................................................... 9Work Approach ...................................................................................................................................................10Workflows ........................................................................................................................................................... 11Dialer Processes ..................................................................................................................................................15The Exchange Advantage .................................................................................................................................... 16Sample Notice and Scripts ................................................................................................................................... 18Reporting Tools ................................................................................................................................................... 20Sample Invoices ................................................................................................................................................... 23Implementation and Training .............................................................................................................................25PROPOSED STAFFING AND ORGANIZATION ........................................................................................................................ 28FEE SCHEDULE/COST PROPOSAL ............................................................................................................... 30RFQ FORMS ............................................................................................................................................ 31SAMPLE AGREEMENT............................................................................................................................... 33 [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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Letterof TransmittalJanuary 22, 2024City of FullertonVanessa Slouka, Buyer303 W. Commonwealth AvenueFullerton, CA 92832 Dear Ms. Slouka: We appreciate the opportunity to respond to your RFQ for Debt Collection Services. An industry leader for almost 70 years, ONLINE Information Services, Inc. locates, contacts, and motivates customers to pay their outstanding bills with greater efficiency and with greater success than other agencies. We are excited by the opportunity to share our qualifications and experience with you and look forward to working with you in the future. We are firmly committed to providing solutions to your bad debt challenges. At a glance, ONLINE offers: World-Class Technology. We implement and employ state-of-the-art technology to ensure the most efficient and effective debt collection services possible. We spare no expense to make certain that we are on the cutting-edge of utility technology trends—our resources are second-to-none. Dedicated Professionals. ONLINE’s collections staff is highly trained and the most knowledgeable in the industry. Our Utility Collectors maintain the highest level of professionalism when collecting your accounts. Outstanding client service is our goal, and we are confident that our team will exceed your expectations. Exchange Advantage. ONLINE’s proprietary Exchange database, comprised of payment data submitted by utility service providers and property managers throughout the US, allows us to receive and update customer contact information in real time. This ensures our staff is working with the best possible information to recover your accounts faster than other agencies. We agree to perform the services described in this RFQ within the framework of our regulatory compliance and credit bureau obligations, and we acknowledge receipt of Addendum 1 dated 12/20/2023 and Addendum 2 dated 01/09/2024. We certify that the information presented in this proposal is true and correct, and the proposed pricing and terms herein will be valid for 120 days from the closing date for submission. I will serve as the primary contact for this response. If you have any questions, please feel free to contact me at (252) 754-3284 or [email protected]. We look forward to helping you eliminate your bad debt. Sincerely, Shane Burger, Account Executive ONLINE Information Services, Inc. 685 W. Fire Tower Rd. Winterville, NC 28590 (252) 754-3284 [email protected]

[ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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Technical ProposalQualifications & Experience (1) Provide a brief profile of your Firm, length of time in business, and key members of the management/collection team. Identify all office/service locations in California or other closest regional office locations (if not in California). The company that is now ONLINE Information Services, Inc. started as a small merchant credit bureau located in downtown Greenville, NC, in the 1950’s. Over time, it changed names from Southeastern Credit Bureaus to Eastern North Carolina Credit Bureaus and several partners came and went. Officially, ONLINE Information Services was formed on August 23, 1989 as a NC S-Corporation. ONLINE made a drastic shift in our focus over 30 years ago from being a local credit bureau and collection agency serving a wide variety of clients to concentrating on working with municipal and utility providers to eliminate their bad debt.Key Personnel J.W. Blair – President/Principal in Charge John W. Blair is the president of ONLINE Information Services, Inc. where he oversees its Credit Reporting, Consumer Reporting, Mortgage Reporting, and Third-Party Collection Services. Mr. Blair has worked with ONLINE for over 25 years. Mr. Blair attended North Carolina State University where he earned a Bachelor of Arts in Business Administration. He went on to earn a Master’s in Business Administration from East Carolina University. He currently serves on the North Carolina Association of Collection Agencies’ Board of Directors, as well as serving on DAKCS Software System’s Advisory Board. Christoph Turner – Director of Sales and Marketing Mr. Turner has been with ONLINE since 1992. He possesses extensive experience in utility credit screening and collections and has always advanced the technological premise of ONLINE to meet the needs and growing technological demands of our clients. In regard to educational experience, Mr. Turner received a Bachelor of Science degree in Economics from East Carolina University. He is both Fair Debt Collections Practices Act (FDCPA) and Fair Credit Reporting Act (FCRA)-certified. Shane Burger – National Account Executive Mr. Burger joined ONLINE in January, 2014, and will leverage his experience in providing solutions to companies across the U.S. that have helped them achieve their business needs in the areas of Information Services. He will leverage his knowledge of collections and crediting reporting to ensure that ONLINE exceeds your expectations and will serve as the main contact for the City. He has an MS in Technology Systems from East Carolina University. Anna Lancaster – Customer Service Manager With over seven years of experience, Mrs. Lancaster brings a wealth of knowledge regarding our services and regulatory compliance. Her team works with our clients to meet their needs and field any questions regarding accounts, payments, or ONLINE procedures. Our customer service staff is available to our clients to resolve any day-to-day issues that may arise. Jon Burns – Director of Information Technology Mr. Burns was promoted to Director of IT in 2012 after 13 years of service at ONLINE as Senior Developer. He and his staff provide support to our collections department, develop Internet-based [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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credit reporting products for several industries, and provide technical support to customers. His staff is available to help the City automate the referral and payment reporting process. Mike McCeney – Collections Manager Mr. McCeney joined ONLINE in January 2011 as the Collections Manager. He is a licensed site manager and FDCPA and FCRA-certified, and has 17 years of collections management experience. Mr. McCeney is responsible for maximizing recovery of our clients’ accounts within the guidelines specified by our clients. Collections Staff We believe that creating a professional staff is the result of our exhaustive interview process, intense month-long training session, and competitive base wage plus performance-based commission structure which motivates our staff to perform at the highest level to recover your accounts. ONLINE provides all of our services from our corporate headquarters in Winterville, North Carolina. (2) Provide a statement of your Firm’s background and experience in servicing government clients. Please highlight government clients you service in California, with particular emphasis on cities and/or utility agencies within the last five (5) years. Include the number and types of government clients you are currently servicing and the historical percentage of collections by account type. ONLINE has been in continuous operation for almost 70 years, specializing in utility-specific collections for over 30 years. We provide services to clients in every state of the US. ONLINE does not outsource any of our services, which means that we have total control over the level of service our clients receive. ONLINE provides pre-collect, primary, secondary, tertiary, and warehouse collection services to over 700 utility collections clients, including over 300 municipal providers with 41 government clients in California. Our relationships with many of our clients located in your state began over 10 years ago, with several dating back almost 20 years. We consistently achieve excellent results for our clients and encourage you to contact the included references for verification of our competitiveness, customer service, and performance. Currently, we have a utility collections portfolio of over $800,000,000 (all verticals; primarily primary and secondary accounts) and serve clients located in all 50 states: Recent overall 12-month utility ONLINE recovery performance numbers for our utility portfolio were $24.7MM recovered on a $235MM referral base for an annualized recovery rate of 10.5% for all segments combined. Average recoveries by segment were: Primary: 17.5% (Individual client recovery rates ranged from 7.78%--25.90%.) Secondary: 5.2% Please note that several factors determine recovery rates, and these figures should not be construed as a guarantee of future performance. [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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National Client Map
Our national presence and collections experience in California means we are well versed in all federal and state collection laws and regulations, which significantly reduces the City’s compliance exposure. We are pleased to have achieved an impeccable compliance record over the years.(3) Provide a statement of your Firm’s knowledge and adherence to the Federal Fair Debt Collection Practices Act, California Government Code, and other applicable laws and regulations.Our staff is highly trained and Fair Credit Reporting Act (FCRA) and Fair Debt Collection Practices Act (FDCPA) certified. All applicable employees undergo annual recertification. Because ONLINE does not outsource any of our services, this means that we have total control over the level of service our clients receive.ONLINE is currently a member of the American Collectors Association (ACA), and our President is a past President of the North Carolina Collectors Association, which is directly affiliated with the ACA. ONLINE is also a member of the Consumer Data Industry Association (CDIA) and the Professional Background Screeners Association (PBSA). Being members of these key industry associations shows ONLINE’s commitment to making sure we remain at the fore front of federal, state, and local regulation when it pertains to providing collection and credit reporting services to our clients.(4) Describe any failure or refusal to complete a contract, including details and dates.None. (5) List any disciplinary or investigative action, including audits, in the past five (5) years conducted by any professional body or local, state, or federal branch of government of yourFirm.

Legend:ONLINE Client LocationsONLINE Clients in California(single dots may represent multiple clients.) [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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ONLINE undergoes annual audits related to the preparation of our corporate financial statements, certification as a reseller for the three national credit bureaus, and our SSAE-18 security certification. We have never been investigated by or faced disciplinary action from a government entity. (7) Provide City of Fullerton with information about the Firm’s practices in regard to confidentiality, dealing with customers, and backup of information. Confidentiality As both a collection agency and credit reporting agency, ONLINE is bound by the requirements of the FCRA and FDCPA in regard to confidentiality. Sensitive information is accessed on a “need to know” basis, and our internal systems can only be accessed within our building. We are also SSAE-18 certified, which means our systems are rigorously tested and undergo intrusion detection audits annually. Furthermore, we use multi-factor user authentication and IP address restrictions to prevent unauthorized access to confidential information through our secure websites. We constantly monitor industry trends and security best practices to ensure our systems remain protected, and we maintain cyber liability insurance to protect our clients. To date, we have never experienced a data breach. Dealing with customers We work in a service industry and realize that our interaction with our clients’ debtors can have significant impact on the public perception of our clients. That is why our collectors are trained to follow “the Golden Rule,” treating consumers the same way they would want to be treated if they were in the same situation. Debtor complaints against a specific collector are immediately escalated to our Team Leader, who reviews the situation and uses their experience to identify whether there was a breach of protocol and what the next steps to resolve it are, whether that be contacting the client for more information (Request for Information – RFI) on the account, conducting additional one-on-one collector training, or a reprimand. We use the e-Oscar system and CFPB web portal to receive and process consumer disputes. ONLINE is able to make a timely response to consumers and choose the best option for the consumer in order to resolve the complaint following established processes. We also use the e-Oscar system to update and remove items with incorrect information from the credit bureaus. When a debtor submits a dispute, the account is placed in a hold status in our system and all collection efforts cease until the dispute is resolved, typically through our automated RFI process. Timing varies based on when the client provides the requested information. If we do not receive a response within 30 days, we have to cancel the account per the FCRA. If the dispute is proven to be invalid, collection efforts resume on the account automatically. If the dispute has merit, the account is either cancelled and removed from the credit file if applicable or corrected with updated information. System redundancy and Backups To ensure maximum uptime, ONLINE employs a co-location with auto failover capabilities located in the Morrisville, NC. If our local system encounters errors or stops functioning, this co-location is automatically brought online to minimize service disruptions. All of ONLINE’s critical systems are backed up with UPS power supplies for uninterrupted service. [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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Properly and regularly conducted backups are very important for business continuity and disaster recovery. For servers at our HQ location, ONLINE uses the Altaro backup solution to take nightly snapshots of our virtual machines, which must also have encrypted (AES-256) offsite backup using Microsoft Azure storage spaces. Altaro integrates with Azure to send encrypted offsite backups. Azure blob storage should be configured for a Central US location and use Locally Redundant Storage (LRS). For servers at our colocation facility, virtual machines are replicated to the backup environment using the Altaro and stored on an encrypted NAS Server. The encryption password is a minimum of 20 characters. A minimum of two days of virtual machine backups are retained. MSSQL databases are also backed up to the same NAS Server. At least three days of databases should be retained. Where possible, use Altaro's capability to send offsite backups to the Microsoft Azure storage accounts. Automatic File Integrity is configured on servers where that option is available. ONLINE leverages CPD capabilities for some virtual machines, which does not allow for automatic file integrity checks. These checks must be performed manually. ONLINE's software monitors backup storage for block corruption. If block corruption is detected, that block gets flagged. The next time a backup job runs, it checks for flagged blocks. When detected, the backup job will go and grab the affected block from the source workload and replace the bad block inside of the backup storage, thus providing a self-healing mechanism. These checks are performed automatically on servers once a week on the previous two backups. (8) References. Please provide at least five (5) government clients’ references, with at least three (3) with relevant experience with California government clients in the past five (5) years. Padre Dam Municipal Water District P.O. Box 719003 Santee, California 92071 Art Oughton, Customer Service Manager 619-258-4728 [email protected] Scope: Applicant Screening and Collection of Delinquent Debt Length of relationship: 2013-present City of San Jacinto 595 South San Jacinto Avenue. Bldg. D San Jacinto, CA 92583 Joe Chacon, Accounting 951-537-6386 [email protected] Scope: Applicant Screening and Collection of Delinquent Debt Length of relationship: 2012-present Merced Irrigation District 744 West 20th Street Merced, CA 95340 Kristina Mahy, Customer Service Supervisor [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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209-354-2836 [email protected] Scope: Applicant Screening and Collection of Delinquent Debt Length of relationship: 2016-present Gainesville Regional Utilities P.O. Box 147118 Gainesville, Florida 32164 Keri Handshu, Revenue Assurance Director 352-393-1305 [email protected] Scope: Applicant Screening and Collection of Delinquent Debt Length of relationship: 2015-present Kissimmee Utility Authority 1701 West Carroll Street Kissimmee, Florida 3474 Kasee Cavalcante Collection Analyst 407-933-7777 X6408 [email protected] Scope: Applicant Screening and Collection of Delinquent Debt Length of relationship: 2007-present Detailed Work Plan (1) Describe your firm’s general approach to achieving the objectives of the requested scope of work, providing best value services and maximizing revenue recovery to the City. With over 30 years of experience collecting utility bad debt, ONLINE has developed a highly specialized approach to maximize results and reduce compliance risks for clients in the primary, secondary, tertiary, and warehouse tiers. Having served thousands of clients over the years, many similar in size and scope to the City of Fullerton, we know what your requirements and expectations are in terms of work efforts, reporting, and data security. Our broad experience serving clients in every US state means we are also knowledgeable of all state collection regulations and collection strategies. This means that whenever your former customers leave you owing a debt and move outside of your service territory, ONLINE can still collect for you. Through our Exchange Advantage, investment in state-of-the-art technology, and highly trained staff, ONLINE delivers excellent recovery results as evidenced by our success in champion-challenger competitions with several current clients. (2) Describe the normal method used to collect accounts (first and second placements). Include the specific work standards currently used, the dollar threshold where various levels of follow-up occur, and the number of both written and telephone attempts, as well as, samples of all forms and correspondences that illustrate your organization’s methods. [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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Work Approach Once accounts are referred to ONLINE, they are entered into our DAKCS collection system on the same day and assigned to our dedicated Utility Collections Team. ONLINE is able to accept accounts from our clients via a secure FTP site, a secure https website, middleware, integration with CIS systems, or via any other electronically secure method. An acknowledgement report is then sent to your office showing the detail of the accounts. Through our Exchange databases 29% of all addresses are updated before the Validation Notice is sent. As a top-tier reseller of Experian credit information, ONLINE has developed a very significant business in the Utility sector, providing point of application ID verification and risk assessment solutions to over 1,000 Utility clients, with clients in all 50 states. In addition to this significant Utility credit reporting business, ONLINE also has a significant Utility Collections business, with over 700 collections clients and collections clients in all 50 states as well. To achieve extremely high-performance results in these two businesses through industry specialization, ONLINE focuses on only three Industries—Utilities, Property Management and Healthcare. As both a credit reporting agency and a collection agency, we have the unique ability to capture the new utility applicant address and phone information (in excess of 4,000,000 transactions a year), as the new utility applicant is assessed through ONLINE. As the new utility applicant is being processed through ONLINE, we then scrape that new applicant contact information from the utility application, and then match that new contact data to the accounts housed in our collections system overnight. The collection account, updated with the new contact information, is then prioritized into a collector’s work queue for calling the next morning. We call this process of matching the new contact information gleaned from our credit reporting business with our clients’ collections accounts in our collections system the Exchange Advantage. This is truly a unique capability as we have access to this new contact information before anyone else receives it. This provides ONLINE with the ability to call your debtor first, and significantly improves our recovery rates for clients. In addition to updating the debtor’s information, ONLINE also screens the accounts for commercial, bankruptcy, and deceased debtors, so these accounts may be sent to a department that specializes in that type of debt. Individual attention to specific accounts assures that ONLINE will pay careful attention to each type of account. Once addresses are verified, the Model Validation Notice is then printed and mailed. Generally, this will result in either a payment being made or a telephone call being generated by the debtor during which the collector will convince the debtor to pay the bill. Thus, ONLINE has a distinct advantage over other agencies that are unable to update the debtor’s address.

At this point, ONLINE searches its proprietary Exchange database and updates all of the demographic information on the debtor before the Model Validation notice is sent. This speeds up the delivery of the required notice to the account being referred to our agency for payment. We currently update addresses on 29% of accounts referred. This means that, at a collection agency that does not have ONLINE’s demographic database, 29% of the notices would go to a wrong address. ONLINE’s ability to update the debtor’s information before the notice assures you that more debtors will be contacted. This process enables ONLINE to consistently outperform other agencies. [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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ONLINE is careful to strictly adhere to all Federal and State laws, including the Fair Debt Collections Practices Act (FDCPA). Under Regulation F of the FDCPA, there is a validation period of 30 days, during which the Model Validation Notice is mailed. As part of our conservative compliance approach, ONLINE adds an additional 15 days to the validation period, and we do not place phone calls during this time to reduce compliance risk. After the validation period has passed, every account that has a phone number is worked by a member of our professional collection staff who specializes in the recovery of unpaid utility debts. Calls are placed to employer and/or home phone numbers per the frequency outlined in Regulation F, and the account will stay in the collector’s work queue until contact is made with the debtor. Our automated system, featuring DAKCS software, offers a unique means of making certain the collector works each account before moving on to the next account. Our auto-dialer continuously dials debtors until contact is made, and then the dialer automatically passes the call to the collector. This transfer is a direct transfer and allows ONLINE to work all of your accounts in an efficient manner. Once the debtor says “Hello,” the account appears on the collector’s screen, and they can ask to speak to the debtor immediately. This direct transfer is a unique feature and has virtually eliminated hang-ups. The auto-dialer is a revolutionary collection tool that turns collector “dead time” into productive “talk time” by: Intelligently selecting and automatically dialing phone numbers. Instantly transferring answered calls to collectors as if the collector had done the dialing personally. Monitoring the progress of each call using both predicative and collector-managed dialing. Allowing our collection agency to define calling patterns. We can support all of our collectors on the auto-dialer and make over 40,000 calls a day with unlimited overflow capacity and 200 seat licenses. There are no messages between calls asking the debtor to hold while a transfer occurs. This means that our collectors spend the day talking with debtors instead of manually dialing, waiting for an answer, and then leaving a message. The result is greater efficiency in the collections process. Following the mandatory validation period and after contact has been made with the consumer, any information about a debtor is eligible to be placed on a credit file. ONLINE reports debts electronically to Equifax, Trans Union, and Experian twice per month. Any time the debtor moves, we have access to the debtor’s new address and demographic information long before any other agency receives it thanks to our Exchange Advantage. Our systems automatically update accounts nightly and send those accounts back to the collector so that they are aware that the account needs to be contacted again. All of this occurs in an effort to recover your accounts in the most effective manner. Workflows The following illustrates ONLINE’s standard workflow for Primary and Secondary collection accounts. [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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Dialer Processes

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The Exchange AdvantageThe key to ONLINE’s success is our proprietary Exchange database which updates all of the demographic information on the debtor before the first notice is ever sent. This data is proprietary to ONLINE. The result is that our validation notices are updated to a proper address for the debtor before it is mailed. This speeds up the delivery of notification to the debtor of the account being referred to our agency for payment. We currently update addresses on 29% of accounts referred. This means that at a collection agency that does not have ONLINE’s demographic database 29% of the validation notice would go to a wrong address and collection efforts might cease at that point. ONLINE’s ability to update the debtor’s information assures you that more debtors will be contacted. This process enables ONLINE to constantly outperform other agencies.HOW IT WORKS1. Accounts are typically referred with outdated or incorrect contact information:

2. The consumer applies for utility service or a lease at one of our nationwide Exchange Members using current contact information:

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3. ONLINE receives your debtor’s updated information in real time and contacts them as soon as possible to achieve payment in full:

Through our Exchange database, our clients experience a collections “lift” over what traditional agencies offer as shown below:

We also use the three bureaus, as well as other sources, such as Lexis Nexis.

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Sample Notice and ScriptsThe following section includes ONLINE’s standard Model Validation Notice and phone scripts. ONLINE can create custom collection letters, scripts, and reports at the City’s request.

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Phone Scripts The following represent ONLINE’s standard phone scripts used for our collection staff: Talk Offs A talk off is a suggested script ONLINE has developed to maximize collector effectiveness when contacting a debtor. These dialogues work together and are designed to stress to the debtor that this is an urgent situation that needs to be resolved immediately. ONLINE First Talk Off My name is (your name). I’m calling from the office of ONLINE Information Services. We have been retained by (client’s name/full name) to collect ($Exact amount). Federal law requires me to inform you this is an attempt to collect a debt by a debt collector and any information obtained will be used for that purpose and this call may be monitored for training purposes. My call today is to give you an opportunity to resolve this debt voluntarily to avoid further collection efforts. Mr./Mrs. (Debtor’s name) will you be paying your account in full today using a credit or debit card? If debtor is unwilling to pay the bill, go to next paragraph Mr./Ms. (Debtor Name) because you are unwilling to resolve this matter today, I suggest you contact family or friends. You have 72 hours to call me back. Please get pen and paper, so I can give you my information. (State your number and extension.) I look forward to hearing back from you. Have a good day. ONLINE Second Talk Off Talk-Off #2 My Name is (your name) I’m with the office of ONLINE Information Services, Inc. regarding (Client’s name) for the unpaid balance (Exact amount) Federal law requires me to inform you this is an attempt to collect a debt by a debt collector and any information obtained will be used for that purpose and this call may be monitored for training purposes. We spoke previously and offered the options available for you to pay your account to avoid further collection efforts. What happened? (LISTEN) I did speak with my supervisor afterwards who did authorize some additional options that may help. Setting up one of these options will avoid me from recommending further collection efforts and electronically have this reported to the credit bureau. [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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Reporting Tools ONLINE offers a variety of standard reports through our secure website to allow you to track where your accounts are in the collections process, view performance metrics, and acknowledge account referrals. These reports are available on demand through our secure website. Our developers also have extensive experience in creating custom reporting for clients, and at the City’s request, can develop additional reports to meet your specific needs, typically at no additional cost depending on scope: Acknowledgement Report Each time you refer accounts to ONLINE, your designated contact will receive an email with summary information and a direct link to the accounts referred for verification at your organization. Subject:ONLINE Information Services, Inc. Has Loaded New Collection Accounts for [CLIENT NAME} Thank you for your recent referral to ONLINE Information Services, Inc.. ONLINE has loaded your collection accounts. Please review the information below. Summary Information: Total Amount Loaded Yesterday: $23,712.17. Total Accounts Loaded Yesterday: 226. If these numbers do not accurately reflect what you believe was referred please login below and click on the link for the most recent referral date to verify the accounts. http://www.onlineis.com/start/login.asp?action=acknowledgment&site=O Thank you,ONLINE Customer Service Accounts Loaded by Date

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Performance ReportInstantly view where your accounts are in the collections process:Batch Track ReportThe following is a performance report from a current ONLINE client. Please note that the data shown below should not be construed as a guarantee of future performance:

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Account Status Report Instantly view where your accounts are in the collections process:

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Sample Invoices
*All collection account details and work efforts are available through the reporting tools within our secure website and additional details of all payments received by ONLINE are included with our invoices.

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NSF Invoice

[ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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Implementation and Training During the initial setup phase, ONLINE’s staff will coordinate a kick-off conference call or meeting which will include the City’s ONLINE Account Executive, ONLINE’s Customer Service Manager, ONLINE’s Collections Manager, and ONLINE’s Director of IT. During this meeting, we will discuss and establish a customized plan for the City for automated account referral processes and procedures, including sharing our file layout and creating a testing schedule to ensure efficient file transfer, the debtor dispute/ automated Request for Information (RFI) processes and contacts, the City’s monthly reporting requirements, as well as schedule periodic conference calls between key individuals at the City and ONLINE for ongoing communication of any issues and their resolution. The ONLINE Account Executive assigned to the City will be available to coordinate on the utility’s behalf with all of the key individuals involved with your accounts. ONLINE’s Customer Service staff is available to our clients to resolve any day-to-day issues that may arise. Our IT staff is available to address any file transfer or layout issues, and help your organization in any way possible to automate the referral and payment reporting process. The City should rest assured that ONLINE and our staff stand ready to assist you throughout the life of the contract, including the development of custom solutions and ongoing training for your staff at no additional charge. If awarded the contract, ONLINE will have all required mechanisms in place to begin collecting the City’s debt within 30 days. Training ONLINE offers free training during implementation and throughout the relationship to help our clients receive the greatest benefit from our products and services. These training sessions can be scheduled at the City’s convenience and are delivered via Zoom (Web-based). All copies of training materials (user documentation) will be made available to your staff. ONLINE also offers context-sensitive help embedded directly in our web-based products. (3) Describe and provide examples of your organization’s procedures for skip accounts, including dollar thresholds for different levels of effort. Please see included Workflows for skip tracing timing, frequency, and sources. (4) Describe and provide examples of your organization’s procedures for accounts that will be pursued through legal action and any parameters used for these accounts, such as minimum balance for lawsuit. At this time, ONLINE does not pursue debt collections through legal action. (5) Describe your organization’s policies and procedures on handling customer complaints, escalation and resolution, including expected turn-around time for responses. Debtor complaints against a specific collector are immediately escalated to our Team Leader, who reviews the situation and uses their experience to identify whether there was a breach of protocol and what the next steps to resolve it are, whether that be contacting the client for more information (Request for Information – RFI) on the account, conducting additional one-on-one collector training, or a reprimand. [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
City of Fullerton RFQ #2324-04 Page 26
We use the e-Oscar system and CFPB web portal to receive and process consumer disputes. ONLINE is able to make a timely response to consumers and choose the best option for the consumer in order to resolve the complaint following established processes. We also use the e-Oscar system to update and remove items with incorrect information from the credit bureaus. When a debtor submits a dispute, the account is placed in a hold status in our system and all collection efforts cease until the dispute is resolved, typically through our automated RFI process. Timing varies based on when the client provides the requested information. If we do not receive a response within 30 days, we have to cancel the account per the FCRA. If the dispute is proven to be invalid, collection efforts resume on the account automatically. If the dispute has merit, the account is either cancelled and removed from the credit file if applicable or corrected with updated information. (6) Describe in detail your organization’s approach to achieving reasonable collection targets. Over the years, ONLINE has developed a highly specialized utility account collections treatment that maximizes recoveries while minimizing compliance risk. This is evidenced by our numerous client relationships that have spanned two decades or more. Several factors determine recoveries, including the quality of data provided to us by the client, the regulatory environment in which the client operates, and specific account treatment required by the client. We work with each client to set reasonable recovery expectations based on those factors. Please see Work Approach section. (7) Describe your company’s automated abilities from placement procedures to remittance. Additionally, describe what methods of payment your company allows debtor’s to use. Automation is a core competency of our company and one of the reasons why we are so successful in recovering bad debt for our clients. From automating account referrals through CIS/middleware integrations to automating skip tracing and data scrubs on newly referred accounts, we are able to meet the needs of our clients on their technological terms. To make it as easy as possible for customers to pay their account, ONLINE accepts a variety of payment methods. These include major credit cards (Visa, MasterCard, American Express), check by phone (ACH) or mail, and WesternUnion or money orders. ONLINE provides the customer access to a phone IVR system as well as a secure web payment portal to make payments on their accounts 24 hours a day, seven days a week, and our collections system allows our collectors to immediately take payments while on the phone with debtors. (8) Describe the software programs used for collections and the degree of automation to accept electronic referrals, and to access billing agencies online. Please describe how you wish the City to transmit information to your Firm. ONLINE uses DAKCS collection software with integrated VIC predictive dialer. We can accept account referrals from any secure source, including our website, SFTP, or integration with your CIS or middleware provider. Many of our clients utilize an export from their CIS and scheduled SFTP job to send us accounts, but we can accept virtually any secure, electronic data transmission method in order to meet the City’s needs. (9) Describe your organization’s disaster recovery plan to protect the City’s receivables and the confidentiality of the information contained therein. Describe any off-site storage location and [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
City of Fullerton RFQ #2324-04 Page 27
plan for backing up data. ONLINE has a formal business continuity plan that is reviewed and tested annually. The plan is designed to ensure our critical systems and infrastructure are restored as quickly as possible in the event of a disaster. We also employ several preventive measures and a co-location to limit the effects of any disaster at our corporate location. We would be happy to share our complete plan at your request. Properly and regularly conducted backups are very important for business continuity and disaster recovery. For servers at our HQ location, ONLINE uses the Altaro backup solution to take nightly snapshots of our virtual machines, which must also have encrypted (AES-256) offsite backup using Microsoft Azure storage spaces. Altaro integrates with Azure to send encrypted offsite backups. Azure blob storage should be configured for a Central US location and use Locally Redundant Storage (LRS). For servers at our colocation facility, virtual machines are replicated to the backup environment using the Altaro and stored on an encrypted NAS Server. The encryption password is a minimum of 20 characters. A minimum of two days of virtual machine backups are retained. MSSQL databases are also backed up to the same NAS Server. At least three days of databases should be retained. Where possible, use Altaro's capability to send offsite backups to the Microsoft Azure storage accounts. Automatic File Integrity is configured on servers where that option is available. ONLINE leverages CPD capabilities for some virtual machines, which does not allow for automatic file integrity checks. These checks must be performed manually. ONLINE's software monitors backup storage for block corruption. If block corruption is detected, that block gets flagged. The next time a backup job runs, it checks for flagged blocks. When detected, the backup job will go and grab the affected block from the source workload and replace the bad block inside of the backup storage, thus providing a self-healing mechanism. These checks are performed automatically on servers once a week on the previous two backups. (10) Management Reports – Please provide information on Management Reports as required herein in Scope of Services and should include: a. Describe and provide three (3) samples of management reports that would be provided to the City and the frequency of these reports. b. Describe the software or online e-platform capability that would allow the City to query accounts and/or prepare ad hoc reports as necessary. Please see Reporting Tools section above for more information on our standard reports. We have extensive experience creating custom reporting for clients. This development is typically free, depending on the scope of the request. All of our standard reports are available on demand through our secure website, and the City can query placed accounts based on a variety of criteria and export results to .pdf, .csv, and .txt files for manipulation. (11) Describe your approach to client relations with City department/staff. Include name and information of the main contact person for this contract. If needed, describe training (onsite or virtual) for City personnel for account queries and management reports. [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
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ONLINE’s primary goal is to provide exceptional customer service to all of our clients. We employ a variety of resources, staff members, and different functional departments to support our clients and ensure their success. Shane Burger will serve as the primary contact regarding this RFQ and as your dedicated relationship manager post-award. His contact information is: Shane Burger, National Account Executive 685 W. Fire Tower Rd. Winterville, NC 28590 (252) 754-3284 [email protected] During implementation, Shane will coordinate on the City’s behalf with all of the key ONLINE resources involved with your accounts. ONLINE’s Customer Service staff is available to our clients to resolve any day-to-day issues that may arise. When one of your staff members contacts us, they will speak to a live person vs. automated phone tree or chatbot. ONLINE offers free training during implementation and throughout the relationship to help our clients receive the greatest benefit from our products and services. These training sessions can be scheduled at the City’s convenience and are delivered via Zoom (Web-based). All copies of training materials (user documentation) will be made available to your staff. ONLINE also offers context-sensitive help embedded directly in our web-based products. Proposed Staffing and Organization (1) Provide list of all “key” contract staff that will be responsible for the City’s account. Please include current position, applicable professional credentials and relevant experience working with government clients, and their role and responsibility with the City’s account. Please see Key Personnel above. (2) Furnish brief resumes (no more than one page each) for key personnel managing this engagement. Please see Key Personnel above. (3) Identify a primary and dedicated Project Manager/Customer Services Manager to serve as project lead with the City’s project manager through the duration of the engagement/term with your firm. Shane Burger, National Account Executive will serve as the City’s primary contact and project lead. (4) Provide a primary and secondary contact to the City for daily operational issues. The City’s first point of contact for operational issues beyond standard customer service inquiries will be Shane Burger. If Shane is unavailable for any reason, please contact our Utility Sales Manager, Scott Munn. He can be reached at (252) 754-1606 or [email protected]. (5) Include an Organization Chart that clearly delineates communication/reporting relationships among the staff, including sub-consultants/contractors. [ONLINE INFORMATION SERVICES, INC.] January 22, 2024
City of Fullerton RFQ #2324-04 Page 29 (6) Include a statement that key personnel will be available to the extent proposed for the duration of the project, acknowledging that no person designated as "key" to the contract shall be removed or replaced without the prior written concurrence of the City. The average tenure of the dedicated account manager and secondary account contact for the purposes of this RFQ is over 10 years. ONLINE agrees to support the City with the same roles and experience level as that represented by our current organizational chart shown above and the key personnel listed previously for the life of the relationship.

[ONLINE INFORMATION SERVICES, INC.] January 22, 2024
City of Fullerton RFQ #2324-04 Page 30
Fee Schedule/Cost ProposalONLINE proposes the following flat contingency fees for all monies collected on utility accounts placed with our agency. This includes payments received on referred accounts within your office. This is the only charge to the City and will be fixed for the duration of the agreement: 1) Utilities – 30% 2) Miscellaneous billings – 50% Professional Services Agreement

EXHIBIT C

CERTIFICATES OF INSURANCE & W-9