AGREEMENT FOR COLLECTION SERVICES

 

This Agreement regarding License Fee administration services (Agreement) is between the City of Portland, Oregon, (“City”) and LLOYD B.I.D., Inc. (“LLOYD BID”).

RECITALS:

 1.  Business property owners and managers in the Lloyd district area have formed the LLOYD BID. Portland City Code (PCC) Chapter 6.06 was amended to establish a business property management license fee for the Lloyd Business District similar to the Downtown Business District. The Lloyd Business District is that area within the boundaries formed by the Willamette River, from the Broadway Bridge to the point just south of the Oregon Convention Center at which NE Lloyd Boulevard reaches the River; NE Lloyd Boulevard, from the Willamette River to NE 16^th Avenue; NE 16^th Avenue curving into NE 15^th Avenue, from NE Lloyd Boulevard to NE Halsey Street; NE Halsey Street, from NE 15^th Avenue to NE Grand Avenue; NE Grand Avenue, from NE Halsey Street to NE Broadway; and NE Broadway, from NE Grand Avenue to the Willamette River.

 2.  LLOYD BID has provided the Bureau with district license fee administrative services since the formation of the Lloyd Business District. The services provided by LLOYD BID are part of a unique program that LLOYD BID has developed and provided, and there is no other potential provider of the services with the experience, expertise, and capability of LLOYD BID and with LLOYD BID’s status as representative of license fee payers within the Lloyd Business District. It therefore is appropriate for the City to contract with LLOYD BID for the provision of these services; and LLOYD BID is willing to contract to provide the services.

 3.  Under the Bureau’s authority in PCC Chapter 6.06 to collect Property Management License Fees, the City enters into this Agreement with LLOYD BID regarding fee administration services, including fee calculations, collections, enforcement and appeals.

AGREEMENT:

1.  DEFINITIONS

(a)  ‘OMF’ means Office of Management and Finance of the City of Portland, along with its officers, employees, and agents.

(b)  ‘Bureau’ means Bureau of Licenses of the City of Portland, along with its officers, employees and agents.

(c)  ‘LLOYD BID’ means LLOYD B.I.D., Inc. established by PCC Chapter 6.06.

(d)  ‘TMA’ means the Lloyd District Transportation Management Association.

(e)  ‘License Fee’ means the property management license fee for the Lloyd Business District as established by Chapter 6.06.

2.  SCOPE OF CITY SERVICES

(a)  The Bureau of Licenses shall provide collection services specifically as set out below:

(1)  Overall Program Management. The Bureau shall administer the Business Property Management License Fee program in accordance with PCC Chapter 6.06 and with a view toward continued goodwill of property managers within the Lloyd District toward the City.

(2)  License Fee Administration. The Bureau shall administer the License Fee program penalty and interest calculations, billing, collections, code enforcement, and appeals.

(a)  OMF or the Bureau may, at any time during the term of this Agreement, determine that any or all aspects of License Fee program administration should be performed by the Bureau. Upon written notice from the Bureau Director or OMF, LLOYD BID shall, within 60 days, deliver to the Bureau all records, software, and databases in its possession regarding License Fee program administration.

(b)  The Bureau shall utilize and maintain the financial revenue system database to track the payment of invoices for each invoice cycle beginning February 1, 2002.

(3)  Receiving Payments. The Bureau shall receive all License Fee payments, excluding voluntary payments made directly to TMA, and shall enter them into the financial revenue system database.

(4)  Appeals. The Bureau shall have sole authority to decide appeals, consistent with the provisions of PCC Chapter 6.06, but may consult with LLOYD BID regarding appeals. LLOYD BID shall provide timely response to the Bureau’s requests for information needed to decide appeals.

(5)  Collections. The Bureau shall perform routine collection duties to ensure proper payment by LLOYD BID payers. The Bureau shall be responsible for actual collections and shall have sole authority to waive penalties included in any outstanding balances.

(6)  Service Problems. The Bureau shall inform LLOYD BID whenever the Bureau receives critical comments about LLOYD BID’s services.

(b)  The Bureau shall provide the services set out in subsection (a) above in accordance with the schedule set out below:

(1)  Calculate and record penalty and interest fees on past due accounts by the 10^th business day of each month and provide TMA with a penalty and interest report upon completion;

(2)  Record invoice payments and credits memos as they are received;

(3)  Provide TMA with a monthly report listing past due accounts;

(4)  Investigate and prepare any billing change orders on LLOYD BID accounts. Forward billing change orders to LLOYD BID by the end of each accounting period; and,

(5)  Investigate and render decisions on appeals.

3.  SCOPE OF LLOYD BID SERVICES

(a)  To assist the Bureau in carrying out its obligations, LLOYD BID shall perform the services set out below:

(1)  LLOYD BID, contracting with the TMA, shall prepare invoices for the License Fee program;

(2)  Billing. LLOYD BID shall prepare and mail all monthly invoices to License Fee payers on behalf of the Bureau. The invoice statements shall be on Bureau letterhead with the Bureau’s address as the return address, including the term ‘LLOYD BID’ on all correspondence. LLOYD BID shall pay postage and printing costs on any documentation needed to administer the program. LLOYD BID shall provide copies of all billings to the Bureau;

(3)  Payment Encouragement. LLOYD BID shall encourage District property managers to make License Fee payments in a timely manner;

(4)  Materials development. LLOYD BID shall develop, maintain, and have printed invoice statements and related information sheets showing how billed fees were calculated and how calculations are traceable to independent source documents;

(5)  Data Preparation. LLOYD BID shall provide the Bureau with updated database property statistics needed in order to calculate License Fees. LLOYD BID shall make no changes to the database without the prior written approval of the Bureau. LLOYD BID database shall be accessible to the Bureau by modem or other mutually agreed upon method. The application provided shall be compatible with Bureau information technology systems. The application used shall allow the export and import of data from Bureau information technology systems. If the Bureau determines that access in this manner is inadequate for any reason, the Bureau and LLOYD BID, by mutual agreement, shall arrange for moving the existing or comparable software to the Bureau’s server;

(6)  Customer Service. LLOYD BID, in providing assistance to the Bureau, shall practice good customer service in relation to License Fee payers. LLOYD BID shall respect and protect the Bureau’s authority to make final determinations in regards to collections, enforcement, appeals, and questions of compliance with PCC Chapter 6.06. All appeals and any supporting documentation shall be forwarded to the Bureau on appropriate appeal forms filled out by the appellant immediately upon receipt; and,

(7)  Service Related Problems. LLOYD BID shall attempt to resolve all service-related problems and inform the Bureau of efforts at resolution of problems presented by the Bureau.

(8)  LLOYD BID shall perform the services set out in subsection (a)(1), (3), and (7) above in a timely manner, in order to be able to prepare and mail invoice statements to License Fee payers on the 1^st of December and the 1^st of June annually.

(9)  LLOYD BID shall observe all applicable state laws pertaining to public contracts. ORS Chapter 279 requires every public contract to contain certain provisions. Pursuant to ORS Chapter 279, the provisions set out in Exhibit A hereto shall be a part of this Agreement.

4.  COMPENSATION

(a)  The City will provide collection services to LLOYD BID for a fee of 1% of the total collected License Fees. The City will deduct its fees from the collected License Fees. The first deduction will coincide with the first disbursement of funds by the City to LLOYD BID, and will thereafter occur with each disbursement. In addition, City costs related to District License Fee collection litigation will be billed separately to LLOYD BID and will be payable and deducted from the next disbursement of funds to LLOYD BID, provided that the amount so billed, payable, and deducted in relation to any particular collection case shall not exceed the amount collected as a result of that case; further provided that “City costs” as used in this sentence means City costs and disbursements as defined in ORCP 68(A)(2), City attorney fees as defined in ORCP 68(A)(1) with the cost of City Attorney’s Office staff time based on actual hourly costs of Office staff, and the cost of Bureau of Licenses staff time based on actual hourly costs of Bureau staff, all without the addition of an overhead charge; and further provided that the City, at the written request of LLOYD BID, shall provide written documentation of any amount so billed, payable, and deducted. In addition, other costs for work provided by the Bureau of Licenses to LLOYD BID not directly related to collection services, such as printing of a LLOYD BID booklet and information sheet for those wishing to appeal fee amounts, will be agreed upon in advance by the Bureau and LLOYD BID and billed to LLOYD BID separately and will be payable and deducted from the next Bureau disbursement of funds to LLOYD BID.

(b)  Both Lloyd BID and the City acknowledge that setting the collection services fee at 1% is at a level below the Bureau’s actual cost of providing collection services to Lloyd BID. The difference between the Bureau’s actual costs of providing collection services and the recovery of such costs under the 1% mechanism as provided under subsection (A) will be addressed through a technical adjustment in the budget for the Bureau.

5.  INVOICE AND PAYMENT PROCEDURE

Within 5 working days of the end of each City Accounting Period, the Bureau shall prepare a letter of disbursement to LLOYD BID for compensation received.

6.  EFFECTIVE AND TERMINATION DATES

This Agreement shall be effective as of February 1, 2002 and shall terminate as of January 31, 2004.

7.  EARLY TERMINATION OF AGREEMENT

(a)  The Bureau and LLOYD BID, by mutual written agreement, may terminate this Agreement at any time.

(b)  Either the City or LLOYD BID, on thirty (30) days written notice to the other party, may terminate this Agreement for any reason deemed appropriate in its sole discretion.

(c)  Either the Bureau or LLOYD BID may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination, however, the party seeking the termination shall give to the other party written notice of the breach and of the party’s intent to terminate. If the party has not entirely cured the breach within fifteen (15) days of the notice, then the party giving the notice may terminate the Agreement ten (10) days after giving a written notice of termination.

8.  PAYMENT ON EARLY TERMINATION

(a)  In the event of termination under subsection 7, EARLY TERMINATION OF AGREEMENT, hereof, the Bureau may charge for work performed in accordance with the Agreement prior to the termination date.

(b)  In the event of early termination all work produced under this Agreement by the Bureau shall become and remains the property of the City of Portland.

(c)  In the event of early termination, LLOYD BID shall, upon written request by the Bureau, provide the City with all work previously performed under this Agreement as provided in Section 24, “Ownership of Documents”. Such records may be provided in electronic format, so long as the formatting is compatible with that used by the Bureau’s computer system.

9.  REMEDIES

(a)  In the event of termination under subsection 7(c), EARLY TERMINATION OF AGREEMENT, hereof, by the Bureau due to a breach by LLOYD BID, then the Bureau may complete the work either itself, by agreement with another contractor or by a combination thereof.

(b)  The remedies provided to the Bureau under section 7, EARLY TERMINATION OF AGREEMENT and section 9, REMEDIES, hereof, for a breach by LLOYD BID shall not be exclusive. The Bureau also shall be entitled to any other equitable and legal remedies that are available.

(c)  In the event of breach of this Agreement by the Bureau, then LLOYD BID’s remedy shall be limited to termination of the Agreement.

10.  CITY PROJECT MANAGER

(a)  The City Project Manager shall be the Director of the Office of Management and Finance or such other person as shall be designated in writing by the OMF.

(b)  The Project Manager is authorized to approve work and changes hereunder, to give notices referred to herein, to terminate this Agreement as provided herein and to carry out any other City actions referred to herein.

11.  COMPLIANCE WITH LAWS

In connection with its activities under this Agreement, LLOYD BID shall comply with all applicable federal, state and local laws and regulations.

12.  OREGON LAW AND FORUM

(a)  This Agreement shall be governed by and construed according to the laws of the State of Oregon, even if Oregon’s choice of law rules would otherwise require application of the law of a different state.

(b)  Any litigation between the Bureau and LLOYD BID arising under this Agreement or out of work performed under this Agreement shall occur, if in the state courts, in the Multnomah County Circuit Court, and if in the federal courts, in the United States District Court for the District of Oregon, Portland Division.

13  INDEMNIFICATION

LLOYD BID shall hold harmless, defend and indemnify City, and the City’s officers, agents and employees against all claims, demands, actions and suits (including all attorney’s fees and costs) brought against any of them arising from LLOYD BID’s work or any subcontractor’s work under this Agreement.

14  WORKERS’ COMPENSATION INSURANCE

(a)   LLOYD BID, its subcontractors, if any, and all employers working under this Agreement are subject employers under the Oregon workers’ compensation law and shall comply with ORS 656.017 which requires them to provide workers’ compensation coverage for all their subject workers. A certificate of insurance, or copy thereof, shall be attached to this Agreement as Exhibit B, if applicable, and shall be incorporated herein and made a term and part of this Agreement. LLOYD BID further agrees to maintain workers’ compensation insurance coverage for the duration of this Agreement.

(b)  In the event, if applicable, LLOYD BID’s workers’ compensation insurance coverage is due to expire during the term of this Agreement, LLOYD BID agrees to timely renew its insurance, either as a carrier-insured employer or a self-insured employer, as provided by Chapter 656 of the Oregon Revised Statutes, before its expiration and LLOYD BID agrees to provide the City such further certification of workers’ compensation insurance as renewals of said insurance occur.

(c)  LLOYD BID agrees to accurately complete the City’s Questionnaire for Workers’ Compensation Insurance and for Qualification as an Independent Contractor prior to commencing work under this Agreement. The Questionnaire is attached to this Agreement as Exhibit C and shall remain attached to this Agreement and become a part thereof as if fully copied herein. Any misrepresentation of information on the Questionnaire by LLOYD BID shall constitute a breach of this Agreement. In the event of breach pursuant to this subsection, the City may terminate the Agreement immediately and the notice requirement contained in subsection 7(c), EARLY TERMINATION OF AGREEMENT, hereof, shall not apply.

15.  SUBCONTRACTING

LLOYD BID shall not subcontract its work under this Agreement, in whole or in part, without the written approval of the Bureau. LLOYD BID shall require any approved subcontractor to agree, as to the portion subcontracted, to fulfill all obligations of LLOYD BID as specified in this Agreement. Notwithstanding Bureau approval of a subcontractor, LLOYD BID shall remain obligated for full performance hereunder, and the Bureau shall incur no obligation other than its obligations to LLOYD BID hereunder. LLOYD BID agrees that if subcontractors are employed in the performance of this Agreement, LLOYD BID and its subcontractors are subject to the requirements and sanctions of ORS Chapter 656, Workers’ Compensation.

16.  ASSIGNMENT

LLOYD BID shall not assign this Agreement, in whole or in part, or any right or obligation hereunder, without the prior written approval of the City.

17.  INDEPENDENT CONTRACTOR STATUS

(a)  LLOYD BID is engaged as an independent contractor and will be responsible for any federal, state and local taxes and fees applicable to payments hereunder.

(b)  LLOYD BID, its subcontractors and their employees are not employees of the City and are not eligible for any benefits through the City including, without limitation, federal social security, health benefits, workers’ compensation, unemployment compensation and retirement benefits.

18.  NOTICE

Any notice provided for under this Agreement shall be sufficient if in writing and delivered personally to the following addressee or deposited in the United States Mail, postage prepaid, certified mail, return receipt requested, addressed as follows, or to such other address as the receiving party hereafter shall specify in writing: