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AllianceOne ~ C120017 i N June 24, 2015 City of Tigard AllianceOne Receivables Management, Inc Attn: Renee Linnabary 6565 Kimball Drive, Suite 200 Gig Harbor, WA 98335 REF.: Contract# C120017, Collections Services Renewal Period:July 1, 2015 through June 30, 2016 Dear Nis. Linnabary: The City of Tigard has determined that your company has performed in accordance with the requirements of our Agreement. Therefore, the City of Tigard, pursuant to the renewal/extension clause contained in the terms and conditions of the Agreement, desires to exercise its fourth (4th) one-year extension to the contract effective from July 1, 2015 through June 30, 2016. This renewal period shall be governed by the specifications, pricing, and the terms and conditions set forth per the above referenced contract. Please acknowledge acceptance of this renewal by signing this document in the space provided below and returning it to me within ten (10) days. The City of Tigard looks forward to continuing business with AllianceOne Receivables Management, Inc Sincerely, Nadine Robinson Administrative Services Manager 503-718-2481 Nadine@tigard-or.gov I/We hereby acknowledge acceptance of this Contract renewal, and agree to be bound by all requirements, terms, anl/dJr conditions a`s` sett`forth in the abo e ferenced Contract. Company: MA Signed: Date: Printed: 13125 SW Hall Blvd. • Tigard, Oregon 97223 • 503.639.4171 TTY Relay: 503.684.2772 0 www.tigard-or.gov ADDENDUM#1 TO PERSONAL SERVICES CONTRACT COLLECTION SERVICES This Addendum to the Personal Services Contract Collection Services by and between AllianceOne Receivables Management Inc.("ARMI"), a Delaware corporation,with its principal place of business at 6565 Kimball Drive Suite 200,Gig Harbor,WA 98335,and the City of Tigard,a municipal corporation of the State of Oregon(the "City") WHEREAS, the parties entered into a Personal Services Contract Collection Services as October 16, 2011 (the "Personal Services Contract Collection Services");and WHEREAS,the parties desire to enter into this Addendum#1 to the Personal Services Contract Collection Services; NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and intending to be legally bound,the parties hereto hereby agree as follows: The litigation collection fee shall be reduced from 30%to 25%. IN WITNESS WHEREOF,the parties have duly executed this Addendum as of the date first set forth above, Allian e ne Receivables Management Inc, City of Tigard By: KBy: 'Ala/Z& Z 1< Harry Neerenb . , Chief Fin ial Officer kG ?//� .�Q 1'LfZt_,�'�' /"C�t " Date: `�1 l� Date: June 5, 2014 City of Tigard AllianceOne Receivables Management, Inc Attn: Renee Linnabary 6565 Kimball Drive, Suite 200 Gig Harbor, WA 98335 REF.: Contract # C120017, Collections Services Renewal Period:July 1, 2014 through June 30, 2015 Dear Ms. Linnabary: The City of Tigard has determined that your company has performed in accordance with the requirements of our Agreement. Therefore, the City of Tigard, pursuant to the renewal/extension clause contained in the terms and conditions of the Agreement, desires to exercise its third (3rd) one-year extension to the contract effective from July 1, 2014 through June 30, 2015. This renewal period shall be governed by the specifications, pricing, and the terns and conditions set forth per the above referenced contract. Please acknowledge acceptance of this renewal by signing this document in the space provided below and returning it to me within ten (10) days. The City of Tigard looks forward to continuing business with AlhanceOne Receivables Management, Inc Sincerely, lu 9Z�� Nadine Robinson Administrative Services Manager 503-718-2481 Nadine@ tigard-or.gov I/We hereby acknowledge acceptance of this Contract renewal, and agree to be bound by all requirements,, terms, and conditions as set forth in the above referenced Contract. Company: M )) Signed: Date: I I �� Printed: I �hr r �OP rcn L r 13125 SW Hall Blvd. • Tigard, Oregon 97223 • 503.639.4171 TTY Relay: 503.684.2772 • www.tigard-or.gov q July 9, 2013 City of Tigard AllianccOne Receivables Management, Inc Attn: Renee Linnabaiy 6565 Kimball Drive, Suite 200 Gig Harbor,WA 98335 REF.: Contract # C120017, Collections Services Renewal Period:July 1, 2013 through June 30,2014 Dear leis. Linnabary: The City of Tigard has determined that your company has performed in accordance with the requirements of our Agreement. Therefore, the City of Tigard,pursuant to the renewal/extension clause contained in the terms and conditions of the}'agreement, desires to exercise its second (2nd) one-year extension to the contract effective from July 1,2013 through June 30, 2414. This renewal period shall be governed by the specifications, pricing, and the terms and conditions set forth per the above referenced contract. Please acknowledge acceptance of this renewal by signing this document in the space provided below and returning it to me within ten (10) days. The City of Tigard looks forward to continuing business with Alliance©ne Receivables Management, Inc Sincerely, 1&44v— Nadine Robinson s'�drninistrative Services Manager 503-718-2481 Nadinc@dgard-or.gov dgard-or.gov I/We hereby acknowledge acceptance of this Contract renewal, and agree to be bound by all requiremen s, terms, and co�,'ditions as set forth in the ab ve referenced Contract. Company: _ �lk��+�, r � ^�- Signed. ly 1 printed: � �' Date: A � - 13125 SW Hall Blvd. • Tigard, Oregon 97223 • 503.639.4171 TTY Relay. 503.684.2772 • www.tigard-or.gov Contract#: C120017 CITY OF TIGARD,OREGON PERSONAL SERVICES CONTRACT COLLECTION SERVICES THIS AGREEMENT made and entered into this 15'' day of September, 2011 by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and AllianceOne Receivables Management,Inc.,hereinafter called Contractor. RECITALS WHREAS,the City's 2011-2012 Fiscal Year budget provides for services related to collection services;and WHEREAS City has need for the services of a company with a particular training, ability, knowledge, and experience possessed by Contractor,and WHEREAS City has determined that Contractor is qualified and capable of performing the professional services as City does hereinafter require,under those terms and conditions set forth, THEREFORE the Parties agree as follows: 1. SERVICES TO BE PROVIDED Contractor shall initiate services immediately upon receipt of City's notice to proceed together with an executed copy of this Agreement. Contractor agrees to complete work that is detailed in Exhibit A and by this reference made a part hereof. Any and all work assigned by the City will be contained in subsequent scope of work as needed 2. EFFECTIVE DATE AND DURATION This Agreement shall become effective upon the date of execution, and shall expire,unless otherwise terminated or extended, on June 30, 2012. All work under this Agreement shall be completed prior to the expiration of this Agreement. This agreement includes an option to extend the Agreement for up to four(4) additional one-year periods based upon the City's review of services and pricing structure as well as approval of each year's subsequent budget appropriations by the Tigard City Council for collection services. 3. COMPENSATION The City agrees to pay Contractor in accordance with the fee schedule outlined in Exhibit A for performance of those services described herein and in any subsequent agreements that arise from the work under this Agreement. The total amount paid to the Contractor by the City shall not exceed Eleven Thousand Four Hundred and No/100 Dollars ($11,400.00) if all tasks are completed. Any and all payments made to the Contractor shall be based upon the following applicable terms: A. Payment by City to Contractor for performance of services under this Agreement includes all expenses incurred by Contractor, with the exception of expenses, if any identified in this Agreement as separately reimbursable. B. Payment will be made in installments based on Contractor's invoice, subject to the approval of the City Manager, or designee, and not more frequently than monthly. Payment shall be made only for work actually completed as of the date of invoice. City of Tigard Personal Service Agreement Collection Services Page 1 Contract#: C120017 C. Payment by City shall release City from any further obligation for payment to Contractor, for services performed or expenses incurred as of the date of the invoice. Payment shall not be considered acceptance or approval of any work or waiver of any defects therein. D. Contractor shall make payments promptly, as due, to all persons supplying labor or materials for the prosecution of this work. E. Contractor shall not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. F. Contractor shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. G. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to Contractor or a subcontractor by any person as such claim becomes due, City's Finance Director may pay such claim and charge the amount of the payment against funds due or to become due the Contractor. The payment of the claim in this manner shall not relieve Contractor or their surety from obligation with respect to any unpaid claims. H. Contractor shall pay employees at least time and a half pay for all overtime worked in excess of 40 hours in any one week except for individuals under the contract who are excluded under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime. I. Contractor shall promptly,as due,make payment to any person, co-partnership, association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury to the employees of Contractor or all sums which Contractor agrees to pay for such services and all moneys and sums which Contractor collected or deducted from the wages of employees pursuant to any law, contract or agreement for the purpose of providing or paying for such service. J. The City certifies that sufficient funds are available and authorized for expenditure to finance costs of this contract. Future fiscal year funding shall be contingent upon approval by the Tigard City Council. 4. OWNERSHIP OF WORK PRODUCT City shall be the owner of and shall be entitled to possession of any and all work products of Contractor which result from this Agreement,including any computations,plans,correspondence or pertinent data and information gathered by or computed by Contractor prior to termination of this Agreement by Contractor or upon completion of the work pursuant to this Agreement. 5. ASSIGNMENT/DELEGATION Neither party shall assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment shall be of any force or effect whatsoever unless and until the other party has so consented. If City agrees to assignment of tasks to a subcontract, Contractor shall be fully responsible for the acts or omissions of any subcontractors and of all persons employed by them, and neither the approval by City of any subcontractor nor anything contained herein shall be deemed to create any contractual relation between the subcontractor and City. City of Tigard Personal Service Agreement Collection Services Page 2 Contract #: C120017 6. STATUS OF CONTRACTOR AS INDEPENDENT CONTRACTOR Contractor certifies that: A. Contractor acknowledges that for all purposes related to this Agreement,Contractor is and shall be deemed to be an independent contractor as defined by ORS 670.700 and not an employee of City, shall not be entitled to benefits of any kind to which an employee of City is entitled and shall be solely responsible for all payments and taxes required by law. Furthermore,in the event that Contractor is found by a court of law or any administrative agency to be an employee of City for any purpose, City shall be entitled to offset compensation due, or to demand repayment of any amounts paid to Contractor under the terms of this Agreement, to the full extent of any benefits or other remuneration Contractor receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Contractor or to a third party) as a result of said finding. B. The undersigned Contractor hereby represents that no employee of the City, or any partnership or corporation in which a City employee has an interest,has or will receive any remuneration of any description from Contractor, either directly or indirectly, in connection with the letting or performance of this Agreement,except as specifically declared in writing. If this payment is to be charged against Federal funds, Contractor certifies that he/she is not currently employed by the Federal Government and the amount charged does not exceed his or her normal charge for the type of service provided. Contractor and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System. C. Contractor certifies that it currently has a City business license or will obtain one prior to delivering services under this Agreement. D. Contractor is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. 7. INDEMNIFICATION City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor warrants that all its work will be performed in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state and local laws,it being understood that acceptance of a contractor's work by City shall not operate as a waiver or release. Contractor and City agree to indemnify and defend the other, and the other's officers, agents and employees and hold them harmless from any and all liability, causes of action, claims, losses, damages, judgments or other costs or expenses including attorney's fees and witness costs and (at both trial and appeal level,whether or not a trial or appeal ever takes place) incurred by the party being indemnified resulting from the indemnifying party's acts (or failure to act when action is appropriate) that may be asserted by any person or entity which in any way arise from or relate to this Agreement or the City of Tigard Personal Service Agreement Collection Services Page 3 Contract #: C120017 performance of obligations under this agreement, except liability arising out of the sole negligence of the party being indemnified. The indemnification by Contractor of the City shall also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this indemnification. 8. INSURANCE Contractor and its subcontractors shall maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance shall cover all risks arising directly or indirectly out of Contractor's activities or work hereunder, including the operations of its subcontractors of any tier. The policy or policies of insurance maintained by the Contractor and its subcontractor shall provide at least the following limits and coverages: A. Commercial General Liability Insurance Contractor shall obtain, at contractor's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (1996 ISO or equivalent). This coverage shall include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate 2,000,000 Products-Completed Operations Aggregate 1,000,000 Personal&Advertising Injury 1,000,000 Each Occurrence 1,000,000 Fire Damage (Any one fire) 50,000 Medical Expense (Any one person) 5,000 B. Commercial Automobile Insurance Contractor shall also obtain, at contractor's expense, and keep in effect during the term of the contract, Commercial Automobile Liability coverage including coverage for all owned, hired, and non-owned vehicles. The Combined Single Limit per occurrence shall not be less than $1,000,000. C. Workers' Compensation Insurance The contractor,its Subcontractors,if any, and all employers providing work,labor, or materials under this Contract that are subject employers under the Oregon Workers' Compensation Law shall comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Contractors who perform work without the assistance or labor of any employee need not obtain workers' compensation coverage. All non-exempt employers shall provide Employer's Liability Insurance with coverage limits of not less than$500,000 each accident. City of Tigard Personal Service Agreement Collection Services Page 4 Contract#: C120017 D. Additional Insured Provision The Commercial General Liability Insurance and Commercial Automobile Insurance policies and other policies the City deems necessary shall include the City, its officers, directors, and employees as additional insureds with respect to this contract. E. Notice of Cancellation There shall be no cancellation, material change, exhaustion of aggregate limits or intent not to renew insurance coverage without 30 days written notice to the City. Any failure to comply with this provision will not affect the insurance coverage provided to the City. The 30 days notice of cancellation provision shall be physically endorsed on to the policy. F. Insurance Carrier Rating Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable by the City. The City reserves the right to reject all or any insurance carrier(s)with an unacceptable financial rating. G. Certificates of Insurance As evidence of the insurance coverage required by the contract, the Contractor shall furnish a Certificate of Insurance to the City. No contract shall be effected until the required certificates have been received and approved by the City. The certificate will specify and document all provisions within this contract. A renewal certificate will be sent to the above address 10 days prior to coverage expiration. H. Independent Contractor Status The service or services to be rendered under this contract are those of an independent contractor. Contractor is not an officer, employee or agent of the City as those terms are used in ORS 30.265. I. Primary Coverage Clarification The parties agree that Contractor's coverage shall be primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. J. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in all general liability, professional liability,pollution and errors and omissions policies required by this contract. Contractor's insurance policy shall contain provisions that such policies shall not be canceled or their limits of liability reduced without thirty(30) days prior notice to City. A copy of each insurance policy, certified as a true copy by an authorized representative of the issuing insurance company, or at the discretion of City, in lieu thereof, a certificate in form satisfactory to City certifying to the issuance of such insurance shall be forwarded to: City of Tigard Attn: Joseph Barrett,Sr.Management Analyst 13125 SW Hall Blvd. Tigard,Oregon 97223 City of Tigard Personal Service Agreement Collection Services Page 5 Contract#: C120017 Such policies or certificates must be delivered prior to commencement of the work. "The procuring of such required insurance shall not be construed to limit contractor's liability hereunder. Notwithstanding said insurance, Contractor shall be obligated for the total amount of any damage, injury,or loss caused by negligence or neglect connected with this contract. 9. METHOD&PLACE OF SUBMITTING NOTICE,BILLS AND PAYMENTS All notices, bills and payments shall be made in writing and may be given by personal delivery,mail or by fax. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices,bills,payments,and other information: CITY OF TIGARD ALLIANCLONE RECEIVABLES MANAGEMENT,INC. Attn: Nadine Robinson Attn: Renee Linnabary, Sr.Vice President Address: 13125 SW Hall Blvd., Address: 6565 Kimball Drive,Suite 200 Tigard,Oregon 97223 Gig Harbor,Washington 98335 Phone: 503-718-2481 Phone: 800-456-8838,extension 2204 Fax: 503-684-7297 Fax: 253-620-7359 Email Address: nadine@tigard-or.gov Email Address: retiec.fintiabary@alHanceoji.einc.com and when so addressed, shall be deemed given upon deposit in the United States mail,postage prepaid, or when so faxed, shall be deemed given upon successful fax. In all other instances,notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices,bills and payments are to be given by giving written notice pursuant to this paragraph. 10. MERGER This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement shall be effective unless and until it is made in writing and signed by both parties. 11. PROFESSIONAL SERVICES The City requires that services provided pursuant to this agreement shall be provided to the City by a Contractor that does not represent clients on matters contrary to City interests. Further, Contractor shall not engage services of an attorney and/or other professional who individually, or through members of his/her same firm,represents clients on matters contrary to City interests. Should the Contractor represent clients on matters contrary to City interests or engage the services on an attorney and/or other professional who individually, or through members of his/her same firm, represents clients on matters contrary to City interests, Contractor shall consult with the appropriate City representative regarding the conflict. After such consultation, the Contractor shall have seven (7) days to eliminate the conflict to the satisfaction of the City. If such conflict is not eliminated within the specified time period, the agreement may be terminated pursuant to Section 13 (B) (3) of this agreement. City of Tigard Personal Service Agreement Collection Services Page 6 Contract#: C120017 12. TERMINATION WITHOUT CAUSE At any time and without cause, City shall have the right in its sole discretion, to terminate this Agreement by giving notice to Contractor. I£City terminates the contract pursuant to this paragraph,it shall pay Contractor for services rendered to the date of termination. 13. TERMINATION WITH CAUSE A. City may terminate this Agreement effective upon delivery of written notice to Contractor,or at such later date as may be established by City,under any of the following conditions: 1) If City funding from federal, state,local,or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services. This Agreement may be modified to accommodate a reduction in funds 2) If federal or state regulations or guidelines are modified,changed,or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement. 3) If any license or certificate required by law or regulation to be held by Contractor, its subcontractors, agents, and employees to provide the services required by this Agreement is for any reason denied,revoked,or not renewed. 4) If Contractor becomes insolvent, if voluntary or involuntary petition in bankruptcy is filed by or against Contractor, if a receiver or trustee is appointed for Contractor, or if there is an assignment for the benefit of creditors of Contractor. Any such termination of this agreement under paragraph (a) shall be without prejudice to any obligations or liabilities of either party already accrued prior to such termination. B. City, by written notice of default (including breach of contract) to Contractor, may terminate the whole or any part of this Agreement: 1) If Contractor fails to provide services called for by this agreement within the time specified herein or any extension thereof,or 2) If Contractor fails to perform any of the other provisions of this Agreement, or so fails to pursue the work as to endanger performance of this agreement in accordance with its terms, and after receipt of written notice from City, fails to correct such failures within ten (10) days or such other period as City may authorize. 3) If Contractor fails to eliminate a conflict as described in Section 11 of this agreement. The rights and remedies of City provided in the above clause related to defaults (including breach of contract) by Contractor shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. If City terminates this Agreement under paragraph (b),Contractor shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred, an amount which bears the same ratio to the total fees specified in this Agreement as the services satisfactorily rendered by Contractor bear to the total services otherwise required to be performed for such total fee; provided, that there shall be deducted from such amount the amount of damages, if any,sustained by City due to breach of contract by Contractor. Damages for breach of contract City of Tigard Personal Service Agreement Collection Services Page 7 Contract#: C120017 shall be those allowed by Oregon law, reasonable and necessary attorney fees, and other costs of litigation at trial and upon appeal. 14. ACCESS TO RECORDS City shall have access to such books, documents, papers and records of Contractor as are directly pertinent to this Agreement for the purpose of making audit,examination,excerpts and transcripts. 15. FORCE MNEURE Neither City nor Contractor shall be considered in default because of any delays in completion and responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of the parties so disenabled, including but not restricted to, an act of God or of a public enemy, civil unrest, volcano, earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually severe weather or delay of subcontractor or supplies due to such cause; provided that the parties so disenabled shall within ten (10) days from the beginning of such delay, notify the other party in writing of the cause of delay and its probable extent. Such notification shall not be the basis for a claim for additional compensation. Each party shall,however,make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of its obligation under the Agreement. 16. NON-WAIVER The failure of City to insist upon or enforce strict performance by Contractor of any of the terms of this Agreement or to exercise any rights hereunder should not be construed as a waiver or relinquishment to any extent of its rights to assert or rely upon such terms or rights on any future occasion. 17. NON-DISCRIMINATION Contractor agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statues, rules, and regulations. Contractor also shall comply with the Americans with Disabilities Act of 1990, ORS 659.425,and all regulations and administrative rules established pursuant to those laws. 18. ERRORS Contractor shall perform such additional work as may be necessary to correct errors in the work required under this Agreement without undue delays and without additional cost. 19. EXTRA(CHANGES)WORK Only the City's Project Manager for this Agreement, Brian Rager, Asst. Public Works Director, may authorize extra (and/or change) work. Failure of Contractor to secure authorization for extra work shall constitute a waiver of all right to adjustment in the contract price or contract time due to such unauthorized extra work and Contractor thereafter shall be entitled to no compensation whatsoever for the performance of such work. 20. WARRANTIES All work shall be guaranteed by Contractor for a period of one year after the date of final acceptance of the work by the owner. Contractor warrants that all practices and procedures, workmanship and materials shall be the best available unless otherwise specified in the profession. Neither acceptance of City of Tigard Personal Service Agreement Collection Services page 8 Contract#: C120017 the work nor payment therefore shall relieve Contractor from liability under warranties contained in or implied by this Agreement. 21. ATTORNEY'S FEES In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs, including attorney's fees and court costs on appeal. 22. GOVERNING LAW The provisions of this Agreement shall be construed in accordance with the provisions of the laws of the State of Oregon. Any action or suits involving any question arising under this Agreement must be brought in the appropriate court of the State of Oregon. 23. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES Contractor shall comply with all applicable federal, state and local laws, rules and regulations, including, but not limited to, the requirements concerning working hours, overtime, medical care, workers compensation insurance, health care payments, payments to employees and subcontractors and income tax withholding contained in ORS Chapter 279B, the provisions of which are hereby made a part of this agreement. 24. CONFLICT BETWEEN TERMS It is further expressly agreed by and between the parties hereto that should there be any conflict between the terms of this instrument in the proposal of the contract, this instrument shall control and nothing herein shall be considered as an acceptance of the said terms of said proposal conflicting herewith. 25. AUDIT Contractor shall maintain records to assure conformance with the terms and conditions of this Agreement, and to assure adequate performance and accurate expenditures within the contract period. Contractor agrees to permit City, the State of Oregon,the federal government,or their duly authorized representatives to audit all records pertaining to this Agreement to assure the accurate expenditure of funds. 26. SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction,the validity of the remaining terms and provisions shall not be affected to the extent that it did not materially affect the intent of the parties when they entered into the agreement. 27. CONDITIONS OF SUPPLYING A PUBLIC AGENCY Where applicable, seller must make payment promptly as due to persons supplying Contractor labor or materials for the execution of the work provided by this order. Contractor must pay all contributions or amounts due from Contractor to the Industrial Accident Fund incurred in the performance of this order. Contractor shall not permit any lien or claim to be filed or prosecuted against Buyer or any subdivision of City on account of any labor or material to be famished. Contractor further agrees to pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. City of Tigard Personal Service Agreement Collection Services Page 9 Contract#: C120017 28. HOURS OF LABOR If labor is performed under this order, then no person shall be employed for more than eight(8)hours in any one day, or forty (40) hours in any one week,except in cases of necessity, or emergency or where the public policy absolutely requires it, and in such cases, except cases of contracts for personal services as defined in ORS 279A.055,the labor shall be paid at least time and a half for all overtime in excess of eight (8) hours a day and for all work performed on Saturday and on any legal holidays as specified in ORS 279C.540.In cases of contracts for personal services as defined in ORS 279A.055,any labor shall be paid at least time and a half for all hours worked in excess of forty (40) hours in any one week, except for those individuals excluded under ORS 653.010 to 653.260 or under 29 USC SS 201-209. 29. MEDICAL CARE AND WORKERS'COMPENSATION Contractor shall promptly,as due,make payment to any person,co-partnership,association or corporation, furnishing medical, surgical and hospital care or other needed care and attention incident to sickness or injury, to the employees of such Contractor, of all sums which the Contractor agrees to pay for such services and all moneys and sums which the Contractor collected or deducted from the wages of the employees pursuant to any law, contractor agreement for the purpose of providing or paying for such service. 30. COMPLETE AGREEMENT This Agreement and attached exhibits constitutes the entire Agreement between the parties. No waiver, consent, modification, or change of terms of this Agreement shall bind either party unless in writing and signed by both parties. Such waiver, consent, modification, or change if made, shall be effective only in specific instances and for the specific purpose given. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. Contractor,by the signature of its authorized representative,hereby acknowledges that he has read this Agreement,understands it and agrees to be bound by its terms and conditions. IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized undersigned officer and Contractor has executed this Agreement on the date hereinabove first written. Authorized by Tigard's Local Contract Review Board: September 13,2011 CITY OF TIGARD AL CEONE RECEIVABLES MANAGEMENT,INC. }yam 4464,t r)� � L N, B C% Ci n ger By:Aut or ed Agent of tractor Date Date City of Tigard Personal Service Agreement Collection Services Page 10 Contract #: C120017 EXHIBIT A SERVICES TO BE PROVIDED Contractor agrees to provide comprehensive services for in-Oregon and out-of-Oregon collections of delinquent debts owed to the City of Tigard as described in RFP No. 2011.041P. Collection services will be provided for those debtors residing: (1) inside Oregon or(2) outside of Oregon whose debts include,but are not limited to fines, fees, delinquent debt, bad checks, penalties and assessments. Contractor shall provide service according to their response to RFP No. 2011.041P dated June 24,2011. The policy of the City is to work with people in a courteous and respectful manner to help them understand and voluntarily comply with Oregon laws. Collection activities shall be in compliance with federal, state and local laws and regulations and shall be conducted in a courteous and businesslike manner. Our expectation is that the agency's values align with our values of highly ethical conduct, operational excellence, fiscal responsibility,respect for ourselves and others,and responsiveness to our customers. Contractor will accept, in accordance with the contract terms, conditions and specifications, all accounts which the City refers to it for collection and shall diligently pursue collection on the accounts. Contractor shall continue collection efforts and keep all accounts referred by City until Contractor or the City reasonably determines that an account is non-collectible, is paid in full, or a default occurs in a payment schedule. If, after a reasonable time, the Contractor is unable to collect the account, the Contractor shall notify the City that it has been unable to collect the account. Contractor does not have authority to approve or solicit a compromise settlement offer. Should Contractor receive a compromise settlement offer, Contractor will discontinue any further collection activity, acknowledge receipt of the offer, and advise the debtor that the offer shall be presented to the City for consideration. Contractor may pursue litigation for collection of City accounts only after receiving the written approval from the City. Should the Contractor become aware that a debtor has filed a petition for bankruptcy, Contractor will immediately stop collection activity and notify the City of the bankruptcy information. When the City has confirmed bankruptcy status the City will request the return of the account if appropriate. Contractor shall maintain a central contact person responsible for updating and maintaining current account information regarding collection efforts taken and amounts recovered for all City accounts. The central contact person shall be available to make contact and reply to any City contact within 24 hours (Monday through Friday excluding weekends and holidays) of the City's initial contact. Any changes to the contact person shall be reported to the contract administrator within 3 to 5 business days of the change. All financial, statistical, or personal data and information relating to the City's operations, which is confidential and made available to Contractor for the purpose of performance under this contract, will be protected by Contractor and Contractor's employees from unauthorized use and disclosure. Contractor shall maintain all written materials and computerized records concerning the City's accounts in a secure manner for a period of three (3) years or such longer period as may be required by applicable law following final payment and termination of this contract,or until the conclusion of any audit, controversy or litigation arising out of or related to this contract,whichever date is later. Contractor shall provide to the City a monthly inventory report,in medium requested by the City,listing all City of Tigard Personal Service Agreement Collection Services Page 11 Contract#: C120017 accounts currently assigned to Contractor. This report shall clearly identify each account, the date the account was assigned, the status of the account (for example active, un-collectable, bankruptcy filed), the original amount placed for collection, payments made to date and the balance owing. The report shall also include account totals. When an account is returned for any reason, Contractor shall provide to the City a report listing all accounts canceled or returned to the City during the preceding month. This report shall provide a collection history/summary which shall include the dates and amounts of all payments and charges and all other information necessary for the City to comply with federal due diligence requirements. The Contractor shall also return all documentation provided by the City, any notices of bankruptcy, etc., and any documentation obtained during litigation. The Contractor will assign their interest in judgments to the City when an account is returned or contract ends. With 30-days notice to the Contractor,the City may withdraw any and all accounts referred to Contractor. Notification that a court debt has been paid in full will be reported to the municipal court within 24 hours. Notification may be made by fax or telephone. Within 10 days of the last day of each month, Contractor shall provide the City with collection reports and payment of all funds collected on behalf of the City. Contractor will invoice the City on a monthly basis for the fees due to the Contractor. The fee schedule is as follows: • In-state 18% • Out-of-state 18% • Litigation 30% City of Tigard Personal Service Agreement Collection Services Page 12