Loading...
HomeMy WebLinkAboutC-8442-3 - PSA for Lockbox Remittance Processing Services(J S co PROFESSIONAL SERVICES AGREEMENT WITH RT LAWRENCE CORPORATION FOR V LOCKBOX REMITTANCE PROCESSING SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 17th day of January, 2025 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and RT LAWRENCE CORPORATION, a California corporation ("Consultant'), whose address is 7740 Painter Avenue, Suite 100, Whittier, CA 90602, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide Lockbox Remittance Processing Services ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and, shall terminate on December 31, 2025, unless terminated earlier as set forth herein. Additionally, the term of this Agreement may automatically extend for up to two (2) additional one (1) year terms, each commencing upon the expiration of the immediately preceding term, unless the City, in its sole and absolute discretion, provides written notice to Consultant, at any time, that the Agreement shall cease to be renewed. Notwithstanding the foregoing, the term of this Agreement, including all extensions, shall not exceed December 31, 2027. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, for the initial term and any additional renewal terms, shall not exceed Fifty Thousand Dollars and 00/100 ($50,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. RT Lawrence Corporation Page 2 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Karen Javerto to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Finance Department. City's Revenue Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably RT Lawrence Corporation Page 3 competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. RT Lawrence Corporation Page 4 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any RT Lawrence Corporation Page 5 of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. RT Lawrence Corporation Page 6 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. RT Lawrence Corporation Page 7 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seg., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Revenue Manager Finance Department City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Wingloon Lawrence Tong RT Lawrence Corporation 7740 Painter Ave, Suite 100 Whittier, CA 90602 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, RT Lawrence Corporation Page 8 all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of -any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. RT Lawrence Corporation Page 9 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] RT Lawrence Corporation Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 1/154Z0;9 5 By: cz-- 'Cle Aaron C. Harp City Attorney /1151aS ATTEST: Date:I By: Leilani I. Brown City Clerk V1.2LI FO�� CITY OF NEWPORT BEACH, a California municipal corporation Date: r 122/Z5 Finance Director CONSULTANT: RT LAWRENCE CORPORATION, a California corporation Date: Signed in Counterpart By: Wingloon Lawrence Tong Chief Executive Officer, Chief Financial Officer Date: Signed in Counterpart Bv: Ravi Samtani Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit B — Attachment A — Instructions and Examples Exhibit C — Insurance Requirements RT Lawrence Corporation Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 1/15 /141;7 5 By: C'�z .Cle 4,, Aaron C. Harp City Attorney ATTEST: Date: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Jason AI -Imam Finance Director CONSULTANT: RT LAWRENCE CORPORATION, a California corporation Date: , Zo2S Winglodh Lawrence Tong ' Chief Executive Officer, Chief Financial Officer Date:722—t�) LS By: Ravi Samtani Secretary [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit B — Attachment A — Instructions and Examples Exhibit C — Insurance Requirements RT Lawrence Corporation Page 11 EXHIBIT SCOPE OF SERVICES RT Lawrence Corporation Page A-1 EXHIBIT A - SCOPE OF SERVICES SERVICE OVERVIEW Contractor shall provide a full -service operation that supports remittance processing services, including the following functions: • Mail Processing • Scanning • Verification • Encoding • Exception Item Handling & Management • Reject Item Handling & Management • Reports & Output File • Deposit Processing • Mail -Back & Return Item Handling • Storage & Archival MAILROOM OPERATION Contractor shall provide mail pickup or delivery to its payment processing center. Mailroom operators will utilize high-speed mail extractor machines to open mail. The envelope contents shall be removed and grouped together based on transaction type (i.e. single/single, multiples, payments with correspondence, checks -only, stub only payments, etc.). PAYMENT PROCESSING OPERATION Contractor shall support the processing of retail and wholesale types of payment transactions. Wholesale types of transactions include payments with letters or correspondence, and statement -based stubs with multiple accounts listed, etc. Retail payments will be scanned using Contractor's high-speed transports. Wholesale payments will be scanned through Contractor's wholesale processing system. Images will be taken of the payment documents and automated data capture will be performed of any account and payment information from stub scan line(s), if available, and check MICR line will be performed. Letters or correspondence scanned will be "married" with the stub and/or check payment documents, allowing for all the documents in an envelope to be electronically grouped or kept together to maintain the integrity of the entire payment transaction as it proceeds through the payment processing channels and phases. EXHIBIT A - SCOPE OF SERVICES As payment batches are scanned, they will then queue for processing. Contractor's remittance processing system has a processor function with embedded CAR/LAR (Courtesy Amount Recognition and Legal Amount Recognition) engine, which has the ability to read check amounts. The Processor will perform automatic payment balancing and validation of payment groups as well as run any automated special processing rules required by the City. CUSTOMER CONTROL AND PAYMENT VERIFICATION In the event the system finds an unbalanced payment (e.g. check amount does not balance stub due amount), such transactions will be electronically suspended or put on hold for data entry or verification operators to review via an image -based process. Contractor's verification staff will perform the review, correction and validation of any exception payments. If an operator comes across a transaction that meets a certain payment exception condition (e.g. check -only payment without any account information, multiple stub/multiple check transaction that does not balance, etc.), as defined and specified by the City, they can flag that transaction for presentment on the web for City review and decision. DEPOSITS After payments have been verified by Contractor's operators and/or by City staff, they are ready for deposit via Check 21 Image Cash Letter Deposit. An electronic file will be submitted to the City's designated bank at end of each business day for clearing. Contractor shall adhere to a strict "same -day" deposit rule, which means payments are deposited on the same business day they are received. Any ineligible items, such as checks with "bad" or "nonconforming" image quality, which cannot be ICL deposited, can and/or will be prepared for physical deposit. REPORTS & DATAFILE Part of the end -of -day process will include the creation and transmission of three management reports (e.g. deposit and transaction) in PDF file format along with a datafile, if required, for automatic posting. Reports and datafiles can either be emailed and/or downloaded from a secured https site. IMAGING & ARCHIVAL All completed payment batches will be automatically archived and made available for imaging search and retrieval via the Internet. EXHIBIT A - SCOPE OF SERVICES Contractor will host the latest one month's worth of payment images on the Internet for image search and retrieval. The option to host images on the Internet for longer than one month is available for an additional cost per month. Older images can be put on Contractor's site for client download of up to five (5) days prior to purging. This is without charge and also part of Contractor's standard lockbox services. As an alternative option, the client can elect to have us burn the older images onto CD/DVD and mailed back to them. PROCESS FLOW DIAGRAM Refer to the following page for a Process Flow Diagram outlining the required services and processes associated with this Agreement. Exhibit A - Scope of Services r? I RT Lawrence Corporation #W7-C Where technology meets payments RTLockbox Services Processing Flow Diagram Payments are delivered to 8:00am RTL's Payment Processing Center. Payments are mailed to a Client- Mail is picked up from your Specific PO Box that can be setup assigned PO Box or received to receive mail daily. daily via alternative delivery means. r----------------- - --._- .-_-----� e � Account Information , readily available for your a review and access on the a a Internet during processing eye cycle a o se,a� 8- - - - - - - - - - - - - - - - - - - - - - - - - ------------------------- i Access & VERIFY exception payments On - Line Immediately i i Accept or reject payments easily with a click i of a button. ------------------------- Payments are deposited the sar business day allowing you quick access to your funds. Payments can be deposited electronically via Check 21 for quicker funds availability Batches are archived for online access to payment images. Remittances are sorted and batched by payment type. Payments are scanned through high-speed transports for image capture and processing. First -Line review of exception payments are completed by lockbox staff. Upon completion of Processing, reports and/or data files are generated and - transmitted. *This is a sample diagram of the processing flow. Daily processing flow may vary per client. RT Lawrence Corporation salessrtlawrence.com 7740 Painter Avenue, Suite 100 www,rtlawrence.com Whittier. CA 90602 Phone: 562.696:4843 . EXHIBIT B SCHEDULE OF BILLING RATES RT Lawrence Corporation Page B-1 EXHIBIT B - SCHEDULE OF BILLING RATES MONTHLY FEES Monthly Lockbox Fee Two -Year Worth of Images Online Price $ 250.00 $ 25.00 ANNUAL FEES Price Annual PO Box Fee $ 2,320.00 TRANSACTION FEES (PER TRANSACTION BASIS) Price Base Fee for Each Transaction $ 0.01 Payment Coupon with Scanline $ 0.08 Payment Coupon without Scanline $ 0.16 Non -Standard Payment Coupon with Scanline $ 0.22 Non -Standard Payment Coupon without Scanline $ 0.28 Ea. Add'I Payment on Coupon $ 0.16 Ea. Add'I Line -Item Account on Non -Standard Payment Coupon $ 0.16 Letters or Correspondence Sent with Payment $ 0.15 Check Mailed with Payment Coupon $ 0.04 Check -Only Payment $ 0.25 Virtual Check $ 0.16 Stub -Only $ 0.25 PER OCCURRENCE CHARGES Handling Postage Fee Fee Mailbacks (weekly) $ 5.00 TBD Bank Deposit (Check 21 ineligible) $ 5.00 $ - CD of Images $ 2.50 $ 10.00 MISC. PROGRAMMING CHARGES Price Programming for different scanlines TBD via letter proposal Addition of file formats to system/file exports TBD via letter proposal EXHIBIT B ATTACHMENT A INSTRUCTIONS AND EXAMPLES RT Lawrence Corporation Page B-2 RT Lawrence Corporation ces7740 Painter Avenue, Suite 100 /ETC City of Newport Beach Whittier, CA 90602 626-838-5000 10-Oct-24 *** INSTRUCTIONS AND EXAMPLES TO HELP UNDERSTAND THE FOLLOWING SECTION 1 AND HOW WE APPLY/CALCULATE TRANSACTION CHARGES: *** Single Stub/Single Check Example: • Price Example: For single stub and single check payment that came in an envelope and the stub has a scanline, the cost to process the entire transaction is $0.12 [Cost of a) Payment Coupon with Scanline + h) Check Mailed with Payment Coupon = $0.08 + $0.04 = $0.12] • Single stub and single check "Matched" (stub due amount = check amount) and "Unmatched" (stub due amount does not equal check amount) payments are priced the same. Multiples Example: • Price Example: For a "multiple" payment, which has two stubs and three checks, that came in an envelope and the stubs have a scanline, the cost to process the entire transaction is $0.28 [Cost of a) Payment Coupon with Scanline x 2 + h) Check Mailed with Payment Coupon x 3 = ($0.08x2) + ($0.04x3) = $0.28] • Multiples "Matched" (total stub due amounts = total check amounts) and "Unmatched" (total stub due amounts does not equal total check amounts) payments are priced the same. Wholesale or Statement -Based Payment Example: • Price Example: For a payment, which has one letter -size statement/document listing 10 separate accounts and one check paying for all 10 accounts, that came in an envelope and the statement has no scanline, the cost to process the entire transaction is $1.76 [Cost of d) Non -Standard Payment Coupon without Scanline + f) Each Additional Line -Item Account on Non - Standard Payment Coupon x 9 + h) Check Mailed with Payment Coupon = $0.28 + ($0.16x9) + $0.04 = $1.761 EXHIBIT B - ATTACHMENT A W.■so ■ 11, Lockbox Services Price Proposal forEM _ • • City of Newport Beach Section 1. Pricing Minimum Total Monthly Transaction Charges $350 per month a) Payment Coupon with Scanline $0.08 per document > Retail size (check -like size) document > Includes automatic or manual capture of up to 3 data fields of computer printed or written information b) Payment Coupon without Scanline $0.16 per document > Retail size (check -like size) document > Includes automatic or manual capture of up to 3 data fields of computer printed or written information c) Non -Standard Payment Coupon with Scanline $0.22 per document > 1 page letter -size or like -size document > Includes automatic or manual capture of up to 3 data fields of computer printed or written information d) Non -Standard Payment Coupon without Scanline $0.28 per document > 1 page letter -size or like -size document > Includes automatic or manual capture of up to 3 data fields of computer printed or written information e) Each Additional Payment on Coupon $0.16 per account > Posting of additional payment to a separate account/fund - Creation of virtual stub(s) > Includes automatic or manual capture of up to 3 data fields of computer printed or written information f) Each Additional Line -Item Account on Non- $0.16 per account Standard Payment Coupon > Posting of additional payment to a separate account/fund - Creation of virtual stub(s) > Includes automatic or manual capture of up to 3 data fields of computer printed or written information g) Letters or Correspondence Sent with Payment $0.15 per document > 1 page letter -size or like -size document without any payment information requiring posting or data entry and only requiring image capture h) Check Mailed with Payment Coupon $0.04 per check > Check(s) that accompany the payment coupon (Not the same as check -only payment) i) Check -Only Payment $0.25 per transaction j) Virtual Check $0.16 per check > Cash processing k) Stub -Only $0.25 per transaction * * Please see notes on following page. EXHIBIT B - ATTACHMENT A • ' _ _ _ _ Lockbox Services Price Proposal for • • City of Newport Beach • Notes: • Transaction processing and pricing is based on client specifications as defined in Section 7 of this service proposal. Changes to lockbox service specifications and processing requirements may affect the prices listed above. • If the items listed above does not meet all transaction processing needs, please contact your RTL sales representative for a more comprehensive price list. • All Payment types will be fully processed by our lockbox, NOT simply sent back to client for processing. • We provide optional mail backs to our client's customers. • Matched and Unmatched Payments are priced the same. • Unknown items are scanned in and presented via secured internet, along with the images, for client's immediate, remote, resolution without the need for "send -back". • RTL has a secure web portal for error checking and correction EXHIBIT B - ATTACHMENT A • ■ • Lockbox Services Price Proposal for • City of Newport Beach Section 2. Pricing Base Monthly Fee for Lockbox Services $250 per month Monthly Services Include: • Daily Pickup of Mail - Includes daily pickup of mail from Client -specific PO Box in local Whittier, CA post office • Data File Transmission - Includes data transmission of one upload file via email and/or https download per day • Reporting - Three management reports in pdf file format are provided via email and/or https site download • Web -based Payment Verification of "Holds" - Web -based verification of unknown items by 3 of client's remittance staff • Imaging Storage and Retrieval via the Web - Hosting and storing of one month worth of images on our server and the ability for five of client's customer service representative to perform imaging search and retrieval of pavment documents via the internet • Delivery of Older Images - For convenience, it is RTL's standard practice to put images of "older" payments per calendar month block onto our https site for a period of five days for client download onto their own server Optional, but Recommended, Services NOT Included In the Monthly Fee: • Client- Exclusive PO Box - A Client -Exclusive "Caller $2,320 per year Services" P.O. Box number. This service ensures early per PO Box mail delivery dedicated to City of Shafter only. > City of Shafter mailing address or return envelope Note: This cost is based on the address can be as follows: current USPS P.O. Box rates for City of Newport Beach Whittier, CA. This is a direct cost Payment Processing Center passed onto the client and will change P.O. Box 4923 when changed by USPS. Whittier, CA 90605-4923 Services NOT Included In the Monthly Fee: • Courier fees to perform daily pick up of mail from Client site or Client -specific PO Box NOT located in local Whittier, CA post office • Courier fees or bank deposit trip fees to perform daily drop-off of encoded checks for deposit to local bank branch office (or equivalent service). Note: We encourage the use of Electronic Deposit, which eliminates courier and bank fees. RZ Section 3. Section 4. RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 626-838-5000 a) Check 21 Electronic Deposit Fees 1) Bank Check 21 or Image Cash Letter Transaction Fee 2) Bank Return Items Fee 3) RTL Check 21 or Image Cash Letter Transaction Fee (In addition to Bank Check 2111CL fees) 4) RTL Return Items Fee (In addition to Bank return item fees) Check 21 Notes: • Check 21 fees eliminate current bank charges for processing encoded checks for deposit. • Check 21 approach will convert the check payment into an electronic transaction for deposit. • Check 21 subject to bank credit approval • Check 21 processing capabilities include complete stub -check transaction processing, in -line quality usability, duplicate check tracking, X9.37 generation and sanitization, closed -loop returned item stub -check integrity retention, returned item archive retag, block database, reversal file to back -end host system, etc. a) New Lockbox Account Setup Fee Notes: • Setup includes one standard operation • Setup includes one data file layout configuration service • Setup includes three standard reports b) New Check 21 Account Setup Fee for E-Payment Notes: • Includes RTL E-Payment startup services: RTL E- Payment file testing with bank, payment processing operation setup and remote end -user training, if applicable. 10-Oct-24 Pricing TBD by Bank TBD by Bank $0.01 per trans $0.00 per occurrence Pricing $1,200 one-time fee *** Waived *** $1,200 one-time fee *** Waived *** RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 626-838-5000 c) Additional Operation Setup Fee Notes: • Setup includes one additional operation • Setup includes one data file layout configuration service • Setup includes three standard reports • If added later, same pricing d) Real Time Lookup Setup Fee (optional) Notes: • Setup includes system configuration service and testing. • If added later, same pricing e) E-pay Consolidator Module (optional) Notes: • Setup includes system configuration service and testing. • If added later, same pricing 10-Oct-24 $1,200 one-time fee per operation $1,200 one-time fee $1,200 one-time fee EXHIBIT B - ATTACHMENT A Lockbox Services Price Proposal forEs - • • 1 1 City of Newport Beach 1 • Section S. Per -Occurrence Charges Pricing a) Mailing of Items to Client Paid By Client Notes: • We anticipate only a once -a -week mailing, unless otherwise noted or requested, since the daily transactions are performed in real time mode via the use of images. • Covers mailing of hard copy payment documents. • Per -Occurrence charges cover cost of labor ($5.00/occurrence) and postage, if applicable. b) Additional Client Handling Requests Paid By Client Notes: • This covers additional per occurrence services required by the Client that is not part of our standard lockbox services as noted above (i.e. photo copying stubs and/or checks, cutting or modifying the stubs to a scanable size, etc.) c) RTL Bank Deposit Trip Fee - for Check 21 ineligibles $5 per trip Notes: • Charges to manually deposit Check2l ineligible checks to a local bank branch office (within a 6-mile radius to payment center). Client can elect to have other courier services perform this task. If Client wishes for RTL to manually deposit the Check2l ineligible checks and current bank does not provide for a local branch office within a 6-mile radius, Client can consider opening an interim deposit account with an alternative financial institution with local branch office to RTL payment processing center. d) Daily Bank Deposit by Third Party Courier Service TBD Notes: • Courier fees to perform daily deposit drop-off to local bank branch. e) Daily Mail Pickup Courier Fee TBD Notes: • Courier fees to perform daily pick up of mail from Client site or Client -specific PO Box NOT located in local Whittier, CA post office RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 626-838-5000 10-Oct-24 OPTIONAL IMAGE ARCHIVAL ALTERNATIVES � Pricing a) Hosting 2-years worth of images and data - As an alternative option, RTL can host 2-years worth of old images and data online. Anything older will be posted in RTL's HTTPS website for Client to download and save into their PC/server. b) Optional Imaging System - Client may want to consider the Optional purchase of our "in-house imaging research" software FiRSTView to enable the fast searching and retrieval of the "older" images online. Please refer to the following for additional pricinq information. $25 per month Optional Additional In -House Imaging Research Software • Single -User in-house FiRSTView Imaging Research Software $4,000 • Installation and Training Service $1,000 • Annual Support of the Imaging Software $600 per year Notes: • The optional purchase of this product will enable the client to perform fast search and retrieval of "older" images returned to the client online. • We recommend a server for imaging. • PC hardware not included. Section 7. (The following lists any tasks, special processing, conditions, etc. that we will comply with, provide or include in our lockbox services as part of the service proposal.) a) Client payment processing requirements and specifications are yet to be determined, finalized and is pending discussion. Lockbox service pricing may be affected by Client's special payment processing needs (i.e.Program Development is needed to accomodate client's business rule/processinng requirement). Price is to be determined. b) Additional Reports - any change in report format requested by client is subject to review by RTL design team and may result in additional charges. RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 626-838-5000 10-Oct-24 Pricing $10.00 per month per report EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Contract, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance providing statutory benefits and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each employee for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary excess/umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate. The policy shall cover liability arising from bodily injury, property damage, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Contract, including coverage for any owned, hired, non -owned or rented RT Lawrence Corporation Page C-1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. E. Crime Bond in an amount not less than two million dollars ($2,000,000) with coverage including, but not limited to theft, forgery, alteration, computer fraud and funds transfer fraud. F. Excess/Umbrella Liability Insurance. If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this contract, then said policies shall be "following form" of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this contract, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant's primary and excess/umbrella liability policies are exhausted. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Contract shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees, or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City. B. Additional Insured Status. All liability policies including general liability, products and completed operations, excess/umbrella liability, and automobile liability, if required, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as additional insureds under such policies. RT Lawrence Corporation Page C-2 C. Primary and Non -Contributory. Consultant's insurance coverage shall be primary insurance and/or the primary source of recovery with respect to the City, its City Council, boards and commissions, officers, agents, volunteers and employees. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation or nonrenewal of coverage (except for nonpayment for which ten (10) calendar days' notice is required) for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. All of the executed documents referenced in this Contract must be returned to City within ten (10) regular City business days after the date on the "Notification of Award". Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Contract. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. The City reserves the right at any time during the term of the Contract to change the amounts and types of insurance required by giving Consultant ninety (90) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Right to Review Sub -Recipients. Consultant agrees that upon request, all agreements with sub -recipients or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not RT Lawrence Corporation Page C-3 impose any liability on City, or its employees. Consultant shall require and verify that all sub -recipients maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from sub -recipients. For CGL coverage, sub -recipients shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available proceeds in excess of specified minimum limits of insurance and coverage shall be available to the City. F. Self -Insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self - insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non -Compliance. If Consultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. H. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. RT Lawrence Corporation Page C-4 Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. RT Lawrence Corporation Page C-5 Anderson, Jennifer From: Kessler, Joanne Sent: January 22, 2025 9:53 AM To: Anderson, Jennifer Cc: Kan, Jessica; Vu, Katie Subject: RT Lawrence Ebix Compliant Deficiencies Insured Name RT LAWRENCE CCRPORATI( RT LAWRENCE CORPORATION l Active Records Only Name: Account Number: Address: Status: 1