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Item 4GCITY OF SOUTH LAM MEMORANDUM April 9, 2014 TO: Shana Yelverton, City Manager FROM: Sharen Jackson, Chief Financial Officer SUBJECT: Municipal Court Collections Contract Action Requested: Approval of a Municipal Court Collections Contract with Linebarger, Goggan, Blair & Sampson, LLP. Background Information: Staff has recognized a need for a collection contract for the Municipal Court. A request for proposals was released and eight companies submitted proposals. A review committee of five Southlake staff reviewed and rated the proposals based upon the following: • Vendor Qualifications; • Collections Procedures; • Staffing (Experience and Knowledge); • Cost/Fee to City of Southlake; • Reference Feedback; • Past/Present Litigation. Linebarger, Goggan, Blair & Sampson, LLP had the highest staff ratings in all of the categories. Financial Considerations: No cost to the City. All collection fees will be paid for by defendants. Citizen Input/ Board Review: Not applicable Legal Review: City Attorney reviewed and approved Alternative: Reject the approval and allow another committee to review the proposals. Supporting Documents: Contract Staff Recommendation: Approve the contract. Contract for Fines and Fees Collection Services STATE OF TEXAS COUNTY OF TARRANT THIS CONTRACT (hereinafter "AGREEMENT") is made and entered into by and between the CITY OF SOUTHLAKE, acting herein by and through its governing body, hereinafter styled "CITY", and Linebarger Goggan Blair & Sampson, LLP, hereinafter styled "FIRM". Article I Nature of Relationship and Authority for Contract 1.01 The parties hereto acknowledge that this AGREEMENT creates an attorney -CITY relationship between CITY and FIRM. 1.02 The CITY hereby employs the FIRM to provide the services hereinafter described for compensation hereinafter provided. 1.03 This AGREEMENT is entered into pursuant to and as authorized by Subsection (a) of ART. 103.0031, Texas Code of Criminal Procedure., as amended. Article 2 Scope of Services 2.01 CITY agrees to employ and does hereby employ FIRM to provide specific legal services provided herein and enforce the collection of delinquent court fees and fines that are subject to this AGREEMENT, pursuant to the terms and conditions described herein. Such legal services shall include but not be limited to recommendations and legal advice to CITY to take legal enforcement action; representing CITY in any dispute or legal challenge over authority to collect such court fees and fines; defending CITY in litigation or challenges of its collection authority; and representing CITY in collection interests in bankruptcy matters as determined by FIRM and CITY. This AGREEMENT supersedes all prior oral and written agreements between the parties regarding court fees and fines, and can only be amended if done so in writing and signed by all parties. Furthermore, this contract cannot be transferred or assigned by either party without the written consent of all parties. 2.02 The CITY may from time -to -time specify in writing additional actions that should be taken by the FIRM in connection with the collection of the fines and fees that are subject to this AGREEMENT. CITY further constitutes and appoints the FIRM as CITY's attorneys to sign all legal instruments, pleadings, drafts, authorizations and papers as shall be reasonably necessary to pursue collection of the CITY's claims subject to this AGREEMENT. 2.03 Fines and fees that are subject to this AGREEMENT are those that are more than sixty (60) days past due as of the effective date hereof and those that become more than sixty (60) days past due during the term hereof. As used in this section, "more than 60 days past due" has that meaning assigned by Subsection (f) of Art. 103.0031, Texas Code of Criminal Procedure [as amended by Senate Bill 782, 78th Legislature (2003), effective June18, 2003]. The meaning assigned to the phrase "more than 60 days past due" shall, for the term and purposes of this AGREEMENT, survive any future amendments to, or repeal of, Article 103.0031, Texas Code of Criminal Procedure, or any parts thereof. 2.04 The CITY agrees to provide to the FIRM data regarding any fines and fees that are subject to this AGREEMENT. The data shall be provided by electronic medium in a file format specified by the CITY and agreed to by the FIRM. The CITY and the FIRM may from time -to -time agree in writing to modify this format. The CITY shall provide the data to the FIRM not less frequently than monthly. 2.05 The FIRM, in all communications seeking the collection of fines and fees, shall direct all payments directly to the CITY at an address designated by the CITY. If any fines and fees are paid to the FIRM, said payments shall be expeditiously turned over to the CITY. Article 3 Compensation 3.01 The CITY agrees to pay the FIRM as compensation for the services required hereunder: (a) zero (0%) percent of all the fines and fees subject to the terms of this AGREEMENT as set forth in Section 2.03 above that are collected by the CITY during the term of this AGREEMENT and that were incurred under Art. 103.0031(a)(2), Texas Code of Criminal Procedure, as a result of the commission of a criminal or civil offense committed before June 18, 2003; and (b) thirty (30%) percent of the total amount of all other fines and fees [exclusive of any collection fee assessed by the CITY pursuant to Subsection (b) of Article 103.0031, Texas Code of Criminal Procedure] subject to the terms of this AGREEMENT as set forth in Section 2.03 above that are collected by the CITY during the term of this AGREEMENT. All compensation shall become the property of the FIRM at the time payment of the fines and fees is made to the CITY. 3.02 The CITY shall pay the FIRM as provided in the Texas Prompt Payment Act, Texas Government Code Chapter 2251. The CITY shall provide an accounting showing all collections for the previous month with the remittance. Article 4 Intellectual Property Rights 4.01 The CITY recognizes and acknowledges that the FIRM owns all right, title and interest in certain proprietary software that the FIRM may utilize in conjunction with performing the services provided in this AGREEMENT. The CITY agrees and hereby grants to the FIRM the right to use and incorporate any information provided by the CITY ("CITY Information") to update the databases in this proprietary software, and, notwithstanding that CITY Information has been or shall be used to update the databases in this proprietary software, further stipulates and agrees that the CITY shall have no rights or ownership whatsoever in and to the software or the data contained therein, except that the CITY shall be entitled to obtain a copy of such data that directly relates to the CITY's accounts at any time. 4.02 The FIRM agrees that it will not share or disclose any confidential CITY Information with any other company, individual, organization or agency, without the prior written consent of the CITY, except as may be required by law or where such information is otherwise publicly available. It is agreed that the FIRM shall have the right to use CITY Information for internal analysis, improving the proprietary software and database, and generating aggregate data and statistics that may inherently contain CITY Information. These aggregate statistics are owned solely by the FIRM and will generally be used internally, but may be shared with the FIRM's affiliates, partners or other third parties for purposes of improving the FIRM's software and services. Article 5 Costs 5.01 The FIRM and CITY recognize that certain costs may be incurred in the process of providing any additional services contemplated in Section 2.02 above or in providing any special litigation services. The CITY agrees that all such costs shall be billed to the CITY, but that the FIRM will either (i) advance such costs on behalf of the CITY or, (ii) when possible, arrange with the vendor or agency providing the service that the costs of services will not be paid unless and until such costs are recovered by the CITY from the debtor. 5.02 The CITY acknowledges that the FIRM may provide such services with its own employees or with other entities or individuals who may be affiliated with the FIRM, but the FIRM agrees that any charges for such services will be reasonable and consistent with what the same services would cost if obtained from a third party. 5.03 The CITY agrees that upon the recovery of such costs, the CITY will (i) pay the FIRM for any such costs that have been advanced by the FIRM or performed by the FIRM and (ii) pay any third party agency or vendor owed for performing such services. Article 6 Term and Termination 6.01 This AGREEMENT shall be effective May 1, 2014 (the "Effective Date") and shall expire on April 30, 2017 (the "Expiration Date") unless extended as hereinafter provided. 6.02 The CITY may extend this AGREEMENT for up to two additional one year periods. To exercise this option, the City shall serve notice 30 days prior to contract termination or to the end of any one-year extension. The Option to Extend will not be considered if funding is unavailable or if the contractor's past performance is not within the industry standard. 6.03 The occurrence of any one or more of the following events will justify termination of the contract by the CITY for cause: i) the FIRM fails to perform in accordance with the provisions of these specifications; or ii) the FIRM violates any of the provisions of these specifications; or iii) the FIRM disregards laws or regulations of any public body having jurisdiction; or iv) the FIRM transfers, assigns, or conveys any or all of its obligations or duties under the contract to another without written consent of the CITY. v) If one or more of the events identified in Subparagraphs i) through iv) occurs, the CITY may, terminate the contract by giving the FIRM seven (7) days written notice. In such case, the FIRM shall only be entitled to receive payment for goods and services provided before the effective date of termination. The FIRM shall not receive any payment on account of loss of anticipated profits or revenue or other economic loss resulting from such termination. vi) When the contract has been so terminated by the CITY, such termination shall not affect any rights or remedies of the CITY then existing or which may thereafter accrue. This contract may be cancelled or terminated at any time by the CITY giving the FIRM thirty (30) days written notice. The FIRM may be entitled to payment for services actually performed; to the extent said services are satisfactory to the CITY. 6.04 Whether this AGREEMENT expires or is terminated, the FIRM shall be entitled to continue to collect any items and to pursue collection of any claims that were referred to and placed with the FIRM by the CITY prior to the Termination Date or Expiration Date for an additional ninety (90) days following termination or expiration. The CITY agrees that the FIRM shall be compensated as provided by Article 3 for any such item or pending matters during the ninety (90) day period. 6.05 The CITY agrees that the FIRM shall be reimbursed for any costs advanced and shall be paid for any services performed pursuant to Article 5 when such costs are recovered by or on behalf of the CITY, regardless of the date recovered. It is expressly agreed that neither the expiration nor the termination of this AGREEMENT constitutes a waiver by the FIRM of its entitlement to be reimbursed for such costs and to be paid for such services. It is further expressly agreed that the expiration of any ninety (90) day period under Section 6.04 does not constitute any such waiver by the FIRM. Article 7 Miscellaneous 7.01 Subcontracting. The FIRM may from time -to -time obtain co -counsel or subcontract some of the services provided for herein to other law firms or entities. In such cases, the FIRM will retain supervisory control and responsibility for any services provided by such co -counsel or subcontractors and shall be responsible to pay any compensation due to any such co -counsel or subcontractor. 7.03 Integration and Interpretation. This AGREEMENT, the CITY'S Request for Proposals, and the FIRM's Response to the CITY'S Request for Proposals collectively contain the entire AGREEMENT between the parties hereto and may only be modified in a written amendment, executed by both parties. To the extent of any inconsistency or conflict between this AGREEMENT and either the CITY'S Requests for Proposal or the FIRM's Response, the CITY's Request for Proposals and the FIRM's Response shall control. To the extent of any inconsistency or conflict between the CITY'S Requests for Proposal and the FIRM's Response, the CITY'S Requests for Proposal shall control. By executing this AGREEMENT, the FIRM represents and agrees that it accepts all terms and conditions stated in the CITY'S Requests for Proposal, and will comply with all such terms and conditions. 7.04 Representation of Other Governmental Entities. The CITY acknowledges and consents to the representation by the FIRM of other governmental entities that may be seeking the payment of fines and fees or other claims from the same person(s) as the CITY. 7.05 Notices. For purposes of sending any notice under the terms of this contract, all notices from CITY shall be sent to FIRM by certified United States mail, or delivered by hand or by courier, and addressed as follows: Linebarger Goggan Blair & Sampson, LLP Attention: Director of Client Services P.O. Box 17428 Austin, Texas 78760-7428 All notices from the FIRM to the CITY shall be sent to CITY by certified United States mail, or delivered by hand or by courier, and addressed as follows: City Secretary's Office Alicia Richardson, City Secretary City of Southlake 1400 Main Street, Suite 270 Southlake, TX 76092 7.06 Indemnification: The FIRM agrees to defend, indemnify and hold harmless the CITY, all of its officers, Council members, agents and employees from and against all claims, actions, suits, demands, proceedings, costs, damages and liabilities, including reasonable attorneys' fees, court costs and related expenses, arising out of, connected with, or resulting from any acts or omissions of the FIRM or any agent, employee, subcontractor, or supplier of the FIRM in the execution or performance of this contract without regard to whether such persons are under the direction of City agents or employees. EXECUTED ON the day of , 2014 City of Southlake :0 Mayor John Terrell Alicia Richardson, TRMC City of Southlake City Secretary Approved as to Form and Legality City Attorney Linebarger Goggan Blair & Sampson, LLP Stephen T. Meeks, Managing Partner For the FIRM