Loading...
HomeMy WebLinkAboutContracts & Agreements_175-2017 COLLECTION SERVICE AGREEMENT Professional/I Credit A PARTIES 1ND ItECrrms c LICENSES&BOND Professional has to its best knowledge obtained all licenses and permits required by law has posted all bonds required by a This Agreement is entered into this 5th day of September 2017 law has complied with all laws and governmental regulations required (Effective Date)between Ray Klein Inc. doing business as Professional of collection agencies and is a duly licensed Credit Service (Professional),a Washington Corporation,and City of Redlands(Client),a California Government Entity collectively"the d ACCOUNT ACKNOWLEDGMENT Professional will Acknowledge Parties referral of account to Client via Client Tools or electronically in a mutually agreeable format Professional reserves all discretion to accept b Client is the owner,or represents the owner,of certain delinquent referrals accounts that Client desires to collect and Client wishes to retain the services of Professional for that purpose; e CLIENT TOOLS ACCESS AND TRAINING- Professional will provide access to and training for Client Tools for client to c Professional is a licensed collection agency,and t Administer Client user Accounts on Client Tools ii Communicate with Professional d In consideration of the mutual promises and for valuable consideration ui Upload and download electronic data between Client and the Parties hereby agree as follows Professional IV Upload new Accounts 6 DEF1N17 IONS v Request Cancellation and holds on Accounts vi Report payments made directly to Client a. ACCOUNTS accounts receivable due and owing to Client vii View real time Account and reporting Information viii View information regarding Accounts b ACKNOWLEDGMENT Written or electronic receipt of the referral or assignment of Client's accounts to Professional f. TRUST REMITTANCE-Professional shall remit to Client on a monthly basis,Client funds(net of monies owed to Professional)via Automatic c ASSIGNMENT A transfer of Client s rights and interest In Accounts Clearing House(ACH)payments into a Money Market or Demand for collection or management under the terms of this Agreement Deposit account belonging to and designated by Client Professional will provide remittance advice and notification electronically through d CLIENT TOOLS:Professional s proprietary client web portal which is Client Tools Professional shall retain discretion of the posting order of used for listing and acknowledging accounts reporting payments montes on Client Account(s) requesting cancellation and hold of accounts,client remittance,and financial and recovery reporting g RECORD RETENTION&INSPECTION Professional shall to the best of its knowledge maintain records in reasonable accordance with e. CREDIT REPORTING AGENCY Agencies that engage in assembling generally accepted accounting principles and all laws and governmental and evaluating consumer credit information or other information on regulations required of collection agencies Professional shall make consumers for the purpose of furnishing consumer reports to third such records relating to the collection activity of Client's accounts parties. available to Client for audit or inspection and available to those parties authorized in writing by Client f REFERRAL A transfer of accounts for collection or management to Professional as agent under the terms of this agreement h CREDIT REPORTING Professional reports consumer credit information to credit reporting agencies at the sole discretion of g. CONFIDENTIAL INFORMATION All non public information Professional Client may request that Client Accounts listed with protected by law contract policy as a trade secret or which is otherwise Professional not be reported to credit reporting agencies Professional of value or proprietary to Client or Professional and shared with or shall handle disputes and verification of debt in accordance with the learned by a Professional or Client to this Agreement while performing requirements of Federal and state credit reporting laws and as required the requirements of this Agreement by credit reporting agencies ( REI A r1ON%IIIP 01 PAW1 IES E RESPONSIRILITik:S OF CLiEV1 a. INDEPENDENT CONTRACTOR Professional shall perform under a- ORGANIZATION Client represents that Client s name in Section A a this Agreement as an independent contractor,not as an employee,agent is Client's legal name and that Client is an Individual or duly registered or servant of Client,and nothing herein contained shall be construed to business entity in the State listed Section A.a Client shall notify be inconsistent with this relationship or status Professional Professional of material changes to Client s legal structure or name acknowledges that its agents,employees,and servants are not entitled to changes within a reasonable period of time benefit from Client as employees of Client. b ACCOUNT INFORMATION Client shall provide Professional with all D RESPONSIBILITIES OF PROi•ESS IONAL account information necessary to accommodate collection functions Client shall also promptly notify Professional of any payments or a GOOD FAITH Professional shall exercise due diligence and good faith changes that affect the amount owed or nature of accounts on accounts) In collection of assigned accounts assigned to Professional b AGENCY CONDUCT&PROFESSIONALISM Professional shall c DOCUMENTS For Professional to provide services,Client agrees to work diligently to conduct its business in conformity with all state and t provide terms and conditions(including but not limited to Account federal laws pertaining to providing and maintaining collection agency interest rates)of all Accounts and the documentation to support the functions Professional shall maintain the highest standards of ethical terms and conditions and practice and professionalism Professional shall make reasonable efforts a promptly provide updated copies of any updated terms and to protect Client s image while performing collection activities. conditions a Client warrants that the Account documents provided under this Agreement are accurate,legal,and the most current version of the terms and conditions for each Account Professional Credit Service Collection Services Aereement f9 5 171 Pace 1 of 3 h jAProfessional Credit d ACCOUNT VERIFICATION Upon Acknowledging an Account, refer Accounts to Professional for collection Upon Acknowledgement Client hereby warrants that Client reviewed each account prior to listing of such referral the Account shall become effective as an assignment of that Account with Professional and that each Account is presently due, such Account as though a separate written assignment had been executed and that Client has taken no action prior to I fisting the Account which and delivered assigning such Account by Client to Professional would impair the collection of the account Professional may request additional assignment forms for business purposes and Client agrees to sign such assignment forms that are e. ACCOUNT ITEMIZATION,DOCUMENTATION AND WITNESSES- consistent with this Agreement For valuable consideration received Client shall provide additional Account itemization documentation and under this Agreement and subject to the Termination and Cancellation witnesses as necessary for the purpose of verification and validation of provisions of this Agreement,Client grants assigns and transfers and debts and/or legal actions in pursuit of collecting.Accounts In the event sets over all of Client's rights,title and interest to the Accounts including Client is unable to locate and/or deliver necessary account itemization but not limited to principal interest,costs and fees to Professional and and/or documentation Client shall provide as necessary an affidavit authorizes Professional to enforce any of Client s rights to compromise sufficient to support verification or validation of amount due and owing and settle said debts within Professional's delegated authority,and to Client shall promptly sign individual Account assignments upon endorse and collect any money order,check or other oistrument received Professional's request,as necessary for Professional to collect Client's in Client s name for payment for said debts accounts Ii.COLLECTION A[`THOR11A f PAYMENT OF INVOICES.Client shall remit to Professional all amounts owing within 30 days of the date of the invoice Professional a. COLLECTION AUTHORITY Professional shall have full power and may deduct amounts owed over 30 days from any remittance due authority to endorse and collect any check money order and other instrument in payment of any Accounts referred to Professional g. AUTHORIZED REPRESENTATIVE Client shall designate in Client Professional shall have authority to institute legal collection action on Tools authorized representatives or agents that have authority to make any Account assigned by Client and to bring such legal action in the decisions regarding Client Accounts Client shall be responsible for name of Professional Any agreement agreeing otherwise regarding a updating authorized representatives. specific individual Account shall not invalidate the power and authority detailed in this section IF m a AL RESPONSIBILITIES b FORWARD AUTHORITY Professional may at its discretion forward a. INDEMNIFICATION Professional agrees to defend,indemnify and Client Accounts to an external collection agent,agency,or attorney to hold Client harmless against any and all losses,expenses,damages, enforce collection claims and actions provided said claims and causes of action arise out of the collection efforts of Professional and those representing or acting I PAYMENTS on behalfof Professional Client agrees to defend,indemnify,and hold Professional harmless against any and all losses,expenses,damages a FUNDS RECEIVED BY PROFESSIONAL. Professional shall deposit claims and actions which arise out of the actions of Client,its directors, all funds collected on Client s behalf less amounts due to Professional by officers,members,managers,affiliates,partners,agents,servants,and Client,into a dedicated client trust account Professional shall remit employees monthly via ACH amount owed to Client. b. CONFIDENTIALITY It is understood and agreed by Professional and b FUNDS RECEIVED BY CLIENT- Client shall promptly notify Client that this Agreement is confidential Professional and Client shall Professional of any montes paid directly to Client on any Account not without written consent,unless required by law divulge any part of previously referred to Professional For each such payment made this Agreement This includes,without limitation,the commission rate directly to Client,Professional shall be authorized to retain and deduct and any other information that a reasonable person would expect to be from client trust remittance the applicable amount due held in confidence Each Party agrees that neither it nor its staffwill a) copy or remove any Confidential Information from the disclosing Party s J COMPENSATION AND COSTS premises,b)use any Confidential Information for its benefit or the benefit of any third party without the disclosing Party s prior written a FULL COLLECTION SERVICE A commission rate of twenty three consent. percent(23%)shall be paid to Professional for services rendered under this Agreement on principal payments received by either Professional or c CONFIDENTIAL INFORMATION Each Party will maintain the Client with the exception of subsections b and c below. confidentiality of all Confidential Information and sareguard it against loss or disclosure The Parties'obligations pursuant to this section shall b LEGAL&FORWARDING COLLECTION SERVICE survive termination of this Agreement The Parties'rights for breach of i A commission rate of twenty three percent(231/6)shall be paid to this Section shall survive termination of this Agreement In the event of Professional on principal payments received on referred Accounts a breach ofthis Section,the non-breaching party will be entitled to that Professional has filed a court action or has incurred legal injunctive relief in addition to all other remedies provided for under this expense Agreement or available at law. ii A commission rate of twenty-three percent(23%)shall be paid to Professional on principal payments received on referred Accounts d NO SOLICITATION During the term of this Agreement and that Professional has forwarded to a collection agent,agency continuing for a period of six(b)months thereafter,Client agrees not to investigator,or attorney to enforce collection knowingly solicit,employ or attempt to solicit or employ in any in A commission rate of twenty three percent(23%)shall be,paid to capacity,either directly or indirectly any employee of Professional or Professional on principal payments received on referred Accounts otherwise directly or indirectly solicit or induce such person to leave his that result in participation in any court action including but not or her employment limited to probate a small estate claims or bankruptcy G ASSI(.NMFN't OF ACCO tINTS c SECOND PLACEMENT ACCOUNTS A commission rate of twenty- three percent(23%)shall be paid to Professional on principal payments a EFFECTIVE DATE OF ASSIGNMENT Referral of an account by received by either Professional or Client on referred accounts that have Client to Professional shall become effective as an assignment upon been previously referred by other collection agencies Acknowledgment d. COSTS&LEGAL.FEES Professional shall pay its own costs,court b MASTER ASSIGNMENT AGREEMENT Client will from time to time costs and legal tees associated with die collection of Accounts pursuant Professional Credit Service Collection Services Aereement f9 5171 Pane 2 of 3 AProfessional Credit to this Agreement. Professional shall retain all attorney fees,court costs, g. NOTICES Notices by Professional and Client about this Agreement interest and other fees expended in collection of Accounts must be in writing and personally delivered or sent by certified mail, postage prepaid,return receipt requested,to the following addresses K (ANCELLATION POLICI' Client shall have the right to cancel,at no expense to Client,assignment of Accounts that are assigned in error except for To Professional To Client Accounts that Professional has expended legal fees and/or Accounts where Professional Credit Service City of Redlands payment is promised Accounts shall not be cancelled until Professional's VP of Client Development Attn Denise Camarillo amounts owed are reimbursed and paid P O Sox 87940 35 Colon St.,Ste 30 1. TERMINATION Vancouver,WA 98687 Redlands,CA 92373 a This agreement shall be effective as of the date specified in Section A.a h COURT COSTS&EXPENSES The prevailing Party shall be entitled and will continue until September 5 2018 with two automatic one(1) to reasonable attorney fees and court costs incurred by reason of year renewals at the end of each term unless either party gives the other enforcing any of the provisions of this Agreement at trial and on appeal written notice of termination at least 30 days prior to the end of the In the event Professional is required to enforce collection of amounts relevant term. Unless otherwise terminated in accordance with this owing from Client Professional will be entitled to a collection fee of section L,this agreement shall not be eligible for any further renewals twenty five percent(25%)in addition to delinquent amounts owing. and shall expire on September 5 2020 t SECTION HEADINGS Section headings are for convenient reference b. If Professional breaches any provision of this Agreement and if such only and will not affect the meaning or interpretation of any provisions breach is not cured within a reasonable period after receiving written of this Agreement notice from Client specifying such breach in reasonable detail Client shall have the right to terminate this Agreement by giving written notice. J• AUTHORITY The individuals executing this Agreement represent and Either Party may terminate this Agreement by giving at least thirty(30) warrant that they are authorized to execute this Agreement on behalf of days prior written notice of intent to terminate and therefore cancel all the Parties hereto Accounts with Professional however accounts cancelled by Client are sublect to the above Cancellation Policy in Section K PROFES i AL CRE IT SERVICE N1 NIiSCELLANEOf1S C a ENTIRE AGREEMENT This Agreement,including any attachments, constitutes the entire Agreement and supersedes all prior agreements and Izeture understandings both written and oral,between Professional and Client with respect to the subject matter hereof No modification ofthis septtmbeN Agreement shall be effective unless in writing and signed by the Parties Date or their respective successors and assignees,if any A waiver of any provision of this Agreement must be signed by the Party against whom Jeffrey Johnson, CMO enforcement of that waiver is sought No waiver of any right or Print Name&Title obligation under this Agreement by any Party on any occasion shall be deemed to operate as a waiver on any other occasion b SEVERABILITY It is understood,and agreed by Professional and CITY OF REDLANDS Client that if any part,term,or provision of this Agreement is held by the courts to be illegal or in conflict with any applicable law,the validity - of the remaining portions or provisions shall not be affected,and the rights and obligations of Professional and Client shall be construed and enforced as if the Agreement did not contain the particular part,tents or Authorized Signature provision held to be invalid September 5, 2017 c LIMITATION OF LIABILITY Professional's total liability for Date damages(regardless of the form of action,whether in contract tort strict liability or otherwise)that results or arises,directly or indirectly,out of Paul W• Foster, Mayor or in any relation to this Agreement will in no event exceed the Print Name&Title aggregate amount paid by Client for Services for the three(3)months immediately preceding the month in which such claim occurred. ATTEST d TRANSFER The Parties rights and responsibilities pursuant to this Agreement inure to each Party's successors and assigns J&fine Donaldson, City Cleric e GOVERNING LAW&VENUE This Agreement shall be governed and construed in accordance with the laws of the state of Washington, and the obligations,rights and remedies of the Parties hereunder shall be determined in accordance with the laws of the state of Washington Professional and Client each irrevocably consent to the exclusive jurisdiction and venue of any state court within Clark County Washington in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein f COUNTERPARTS This Agreement may be executed simultaneously in several counterparts each of which shall be deemed an original and all of which together shall constitute one of the same instrument Professional Credit Service Collection Services AEreement f9.5 171. Nee 3 of 3