HomeMy WebLinkAbout20101997.tiff RESOLUTION
RE: APPROVE CONTRACT FOR BAD DEBT RECOVERY SERVICES AND AUTHORIZE
CHAIR TO SIGN -WAKEFIELD AND ASSOCIATES, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, on August 30, 2010, the Board was presented with a Contract for Bad Debt
Recovery Services between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Weld County Treasurer's Office, and
Wakefield and Associates, Inc., commencing September 1, 2010,with further terms and conditions
being as stated in said contract, and
WHEREAS, at said meeting the Board deemed it advisable to continue the matter to
September 1, 2010, to allow the County Attorney adequate time to request the presence of a
representative from the Treasurer's Office to present the matter, and
WHEREAS, on September 1, 2010, after review, the Board deems it advisable to approve
said contract, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Contract for Bad Debt Recovery Services between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County,on behalf of
the Weld County Treasurer's Office, and Wakefield and Associates, Inc., be, and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said contract.
The above and foregoing Resolution was, on motion duly made and seconded, adopted by
the following vote on the 1st day of September, A.D., 2010.
BOARD OF COUNTY COMMISSIONERS
ELD COUNTY COLORADO
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Weld County Clerk to thq B�drd t
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Cadli` c, d, ,�� arbara Kirkmeyer, Pro7Tem
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Deputy Clerk to the Boarg'
Sean C,orway
APP ED AS ORM:
1Ynilliam F. G rcia
ounty Attorney EXCUSED
9 David E. Long
Date of signature: 9/9
arias Re(\IA CC 2010-1997
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CONTRACT FOR BAD DEBT RECOVERY SERVICES
THIS CONTRACT FOR SERVICES (hereinafter "Agreement") is made this day of
, 2010, between Wakefield & Associates, Inc., a corporation duly
incorporated under the laws of the State of Colorado (hereinafter "WAKEFIELD"), and Board of
County Commissioners of Weld County, on behalf of John Lefebvre, Weld County Treasurer a
duly under the laws of the
State of Colorado (hereinafter"Client").
WITNESSETH:
WHEREAS, the Client desires to engage WAKEFIELD to handle certain bad debt
collection services on an exclusive basis on behalf of the Client's accounts office; and,
WHEREAS, WAKEFIELD desires to accept such engagement offered by the Client;
NOW, THEREFORE, in consideration for the mutual obligations contained herein,
WAKEFIELD and the Client, each intending to be legally bound, hereby mutually covenant and
agree as follows:
1. Term. This Agreement shall be effective as of the date first above written
(hereinafter "Effective Date"). Subject to the provisions of Section 2 of this Agreement, this
Agreement shall remain in full force and effect for at least one year beyond the Effective Date
(hereinafter"Initial Term").
2. Termination.
2.1 After the Initial Term. After the expiration of the Initial Term, either party
may at any time, for any or for no reason, terminate this Agreement upon sixty (60) days' written
notice to the other party. At the end of the Initial Term, unless the parties have renegotiated an
additional term for this Agreement, this Agreement shall remain in full force and effect unless
this Agreement is terminated pursuant to the provision of Section 2 herein.
2.2 Continued Efforts. Upon termination of this Agreement for any reason
other than pursuant to Section 3.4 below, WAKEFIELD shall be entitled to continue working the
following types of accounts received from the Client prior to the termination date of this
Agreement: accounts on which WAKEFIELD has received a payment within six (6) months of
the termination date of this Agreement; accounts that WAKEFIELD has placed on hold pending
the receipt of any information from the Client; accounts that WAKEFIELD has placed on hold
pending a re-bill of an insurance company or the outcome of an insurance appeal; and, accounts
that WAKEFIELD has placed on hold pending the outcome of a 's personal injury litigation. In
any event, WAKEFIELD shall be entitled to continue working on any accounts it has received
from the Client prior to receipt of notice of the Client's intent to terminate this Agreement for the
full sixty (60) day notice period.
2.3 No Obligation to Continue Collection. WAKEFIELD shall not be
required to perform any work on any accounts placed with WAKEFIELD after WAKEFIELD
has received notice of the Client's intent to terminate this Agreement.
2.4 Termination by the Client for Breach. Notwithstanding the provisions of
Section 1 and Section 2.1 of this Agreement, the Client may terminate this Agreement if the
Client determines that WAKEFIELD has breached a material term of this Agreement. In the
event of a material breach of WAKEFIELD's duties and responsibilities contained in this
Agreement, the Client may immediately terminate this Agreement upon written notice to
WAKEFIELD. In the event of a claimed material breach of any other provision of this
Agreement by WAKEFIELD, the Client shall give WAKEFIELD written notice of the alleged
material breach. WAKEFIELD shall have thirty (30) days from the date of any written notice of
breach to cure the alleged breach. In the event WAKEFIELD cures the alleged breach within the
thirty (30) day time period, this Agreement shall remain in full force and effect. In the event that
WAKEFIELD fails to cure the alleged breach within the thirty (30) day time period, this
Agreement shall terminate.
2.5 Termination by WAKEFIELD for Breach. In the event of a claimed
material breach of any provision of this Agreement by the Client, WAKEFIELD shall give the
Client written notice of the alleged material breach. The Client shall have thirty (30) days from
the date of any written notice of breach to cure the alleged breach. In the event the Client cures
the alleged breach within the thirty (30) day time period, this Agreement shall remain in full
force and effect. In the event that the Client fails to cure the alleged breach within the thirty (30)
day time period, this Agreement shall terminate.
2.6 WAKEFIELD's Right to Receive Compensation on Certain Accounts After
Termination. The parties hereto expressly agree WAKEFIELD shall be entitled to
continue receiving compensation after termination of this Agreement by any party, for any
reason, or for no reason at all, for payment received by either WAKEFIELD or the Client on the
following types of accounts: accounts on which WAKEFIELD has received a payment within six
(6) months prior to the termination date of this Agreement, provided WAKEFIELD shall no
longer receive compensation for payments received on such an account if six (6) months elapses
without either party receiving a payment on such an account; accounts that WAKEFIELD has
placed on hold pending the receipt of any information from the Client; accounts that
WAKEFIELD has placed on hold pending a re-bill of an insurance company or the outcome of
an insurance appeal; accounts that WAKEFIELD has placed on hold pending the outcome of a
consumer's personal injury litigation; and, accounts that WAKEFIELD has reduced to a legal
judgment.
3. Duties and Responsibilities of WAKEFIELD. WAKEFIELD shall:
3.1 Collection Notices. Cause the generation and mailing of collection
notices to the Client's consumers:
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3.2 Inbound Calls. Receive and handle any inbound calls from the Client's
consumers concerning such collection notices;
3.3 Outbound Calls. Make outgoing calls to the Client's consumers
concerning the payment of accounts;
3.4 Staffing Dedicate an appropriate number of employees and/or
independent contractors to work on the accounts placed with WAKEFIELD by the Client;
3.5 Reports. Upon request, furnish the Client with monthly management
reports concerning liquidation percentage, canceled and returned accounts,
3.6 Computer Access. Allow the Client appropriate access to
WAKEFIELD's computer system for the purpose of performing periodic account audits;
3.7 Insurance. WAKEFIELD will at all times throughout the term of this
Agreement maintain comprehensive general liability insurance in the amounts no less than
$1,000,000 per occurrence and errors and omissions insurance in an amount no less than
$1,000,000 per loss. Wakefield shall provide to Client, within ten (10) days following the
Effective Date, a Certificate of Insurance which lists The Board of County Commissioners, its
employees and Agents, and the Weld County Treasurer as Additional Named Insured's.
4. Duties and Responsibilities of the Client.
4.1 Notice of Bankruptcies. The Client shall immediately notify
WAKEFIELD upon receipt of any notification of the commencement of any proceeding under
the United States Bankruptcy Code initiated on behalf of any consumer whose account has been
placed with WAKEFIELD by the Client;
4.2 Notice of Attorney Representation. The Client shall immediately notify
WAKEFIELD upon receipt of any notification that an attorney represents any consumer whose
account has been placed with WAKEFIELD by the Client;
5. Representations and Warranties of the Client. The Client hereby represents and
warrants to WAKEFIELD as follows:
5.1 Bankruptcies. The Client shall not place any accounts with WAKEFIELD
that, as of the date of placement, are included in any proceeding under the United States
Bankruptcy Code which has been initiated on behalf of any individual or entity;
5.2 Attorney Representation. If the Client knows that a consumer is
represented by an attorney, the Client shall notify WAKEFIELD of such attorney representation
at the time the Client places any of such 's accounts with WAKEFIELD;
5.3 Accurate Information. All accounts placed with WAKEFIELD by the
Client shall contain accurate information;
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5.4 Organization and Authority. The Client is a
validly under the laws of the State of
and has all requisite power and authority to enter into this Agreement and to perform its
obligations hereunder. This Agreement has been duly executed and delivered by the Client and
constitutes a legal, valid and binding obligation of the Client, enforceable against it in
accordance with its terms.
6. Representations and Warranties of WAKEFIELD. WAKEFIELD hereby
represents and warrants to the Client as follows:
6.1 Organization and Authority. WAKEFIELD is a corporation validly
incorporated under the laws of the State of Colorado and has all requisite power and authority to
enter into this Agreement and to perform its obligation hereunder. This Agreement has been
duly executed and delivered by WAKEFIELD and constitutes a legal, valid and binding
obligation of WAKEFIELD, enforceable against it in accordance with its terms.
7. Compensation.
7.1 Non-Legal Accounts. The Client shall compensate WAKEFIELD by
remitting to WAKEFIELD 33% of all amounts it recovered without resort to legal action
on accounts that have been placed with WAKEFIELD.
7.2 Legal Accounts. The Client shall compensate WAKEFIELD by
remitting to WAKEFIELD 33% all amounts it recovered after the commencement of legal action
on accounts that have been placed with WAKEFIELD. For the purposes of this Agreement,
legal action shall be considered to have commenced upon the serving of a summons and
complaint upon the defendant.
7.3 Forwards. In some instances it is necessary to forward
accounts out of state. When payment is made on forwarded accounts, then the Client shall
compensate WAKEFIELD by remitting to WAKEFIELD 33% of all amounts it recovered.
8. Notice of Payment Information. The Client shall transmit a weekly report to
WAKEFIELD listing the following information for each account on which a payment was
received by the Client (hereafter referred to as "Direct Payments") during the prior week:
A) The amount of the payment;
B) The name of the account holder's or the guarantor of the account holder's
account; and,
C) The Client's account number.
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The Client's duties under this Section 8 of this Agreement shall continue subsequent to
termination of this Agreement with respect to payments received upon which WAKEFIELD
remains entitled to receive compensation pursuant to Section 2.6 of this Agreement.
9. Payment of Fees. All collections received by Client, either directly or by
WAKEFIELD, for whom WAKEFIELD provided services, shall be processed by WAKEFIELD
and included in the fee calculation.
A) Contingency fees will be assessed and collected on a daily basis as debtor
payments are received and posted. A monthly remit check and statement,
less WAKEFIELD fee, will be distributed to Client.
B) WAKEFIELD shall submit a remittance statement and trust check
monthly. Such statement shall include account number, name, date of
payment, amount of payment, amount due Client and amount due
WAKEFIELD, and balance remaining.
C) WAKEFIELD shall have the right to endorse on Client's behalf any and
all financial instruments received by WAKEFIELD for payment on Client
accounts.
The Client's duties under this Section 9 of this Agreement shall continue subsequent to
termination of this Agreement with respect to payments received upon which WAKEFIELD
remains entitled to receive compensation pursuant to Section 2.6 of this Agreement.
10. Confidentiality. The parties agree to keep all of the terms of this Agreement
strictly confidential, including without limitation, the Compensation terms contained in Section 7
of this Agreement. The parties further agree to maintain the confidentiality of any confidential
information and/or trade secrets that they may learn about each other throughout the course of
this Agreement, including without limitation, the terms of any contracts that the other party may
have with any third parties. The duties of the parties detailed in this Section 10 of this
Agreement shall continue in full force and effect for a period of two (2) years after termination
of this Agreement for any reason, unless disclosure of such information should be allowed or
required by law.
11. Independent Contractor Status. The parties hereto expressly agree that in
performing its duties under this Agreement, WAKEFIELD is acting as an independent contractor
of the Client. Nothing contained herein is intended, nor shall it be construed to create, a joint
venture relationship, a partnership, or an employer-employee relationship between the parties
12. Notices. All notices, requests, demands and other communication hereunder
shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed
within the continental United States by first-class certified mail, return receipt requested, postage
prepaid, addressed as follows:
A) If to WAKEFIELD, to:
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Wakefield & Associates, Inc.
Attn: Tyler Marsh, Partner
830 E. Platte Ave.
Fort Morgan, CO 80701
B) If to the Client, to:
Such addresses may be changed by written notice sent to the other party at the last
recorded address of that party.
13. No Assignment Except as may specifically be provided in the Agreement to the
contrary, this Agreement shall inure to the benefit of and be binding upon the parties and their
respective legal representatives, successors, and assigns. Except as otherwise expressly provided
herein, this Agreement is not assignable by any party without the prior written consent of the
other party, and no payment to be made hereunder shall be subject to anticipation, alienation,
sale, transfer, assignment,pledge, encumbrance or other change.
14. Waiver of Breach. The waiver by either party of a breach or violation of any
provision of this Agreement shall not operate as or be construed to constitute a waiver of any
subsequent breach of the same or another provision.
15. Voluntary Agreement WAKEFIELD and the Client warrant and represent that
this Agreement is executed voluntarily with full knowledge of the consequences and implications
of their obligations contained herein, and that they have carefully and thoroughly reviewed this
Agreement in its entirety.
16. Warranty of Authority. The undersigned individually warrant and represent that
they are authorized to execute this Agreement
17. Execution in Counterparts;Execution via Facsimile. This Agreement may be
executed by the parties hereto in any number of counterparts, each of which shall be deemed an
original, and all of which shall be deemed one and the same instrument, and all signatures need
not appear on any one counterpart. If executed in counterparts, this Agreement will be as
effective as if simultaneously executed. Signatures on this Agreement may be communicated by
facsimile transmission and shall be binding upon the parties transmitting the same by facsimile
transmission. Counterparts with original signatures shall be provided to the other party within
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fifteen (15) days of the applicable facsimile transmission, provided, however, that the failure to
provide the original counterpart shall have no effect on the validity or the binding nature of the
Agreement.
18. Governing Law and Venue. This Agreement shall be construed and interpreted
In accordance with and governed by the laws of the State of Colorado. WAKEFIELD and the
Client hereby expressly agree that any action to interpret, construe, or enforce this Agreement
shall be brought in a Colorado court.
19. Enforcement. If either party resorts to legal action to enforce or interpret any
provision of this Agreement, the prevailing party shall be entitled to recover the costs and
expenses of the action, including without limitation, reasonable attorneys' fees.
20. Severability. If any provision of this Agreement shall be adjudged by any court
of competent jurisdiction to be invalid or unenforceable for any reason, such judgment shall not
affect, impair or invalidate the remainder of this Agreement.
21. Further Assurances. The parties hereto agree to execute such other instruments,
documents or agreements as may be reasonable, necessary or desirable for the implementation of
this Agreement and the consummation of the transactions contemplated herein.
22. Entire Agreement This Agreement embodies the entire agreement of the parties
hereto, and supersedes all other oral or written agreements or understandings between them
regarding the subject matter hereof. There are no agreements, representations or warranties of
any kind, except as expressly set forth in this Agreement. The parties acknowledge that in
executing this Agreement they have relied solely on their own judgment, belief and knowledge,
and the advice of their own respective legal counsel, and except for representations expressly set
forth herein. They have not been influenced by and other representation or statement.
23. Amendment No modification, amendment, or alteration of this Agreement shall
be valid unless in writing and signed by each of the parties hereto.
24. Gender and Number. Whenever the context of this Agreement requires, the
gender of all words shall include the masculine, feminine, and neuter, and the number of all
words shall include the singular and plural.
25. Headings Descriptive. The headings of the several sections of this Agreement are
intended for convenience only and shall not in any way affect the meaning or construction of any
of this Agreement
26. Mutual Indemnification. WAKEFIELD shall indemnify and hold harmless Client,
its affiliates, employees and its data suppliers from and against any and all losses, damages,
penalties, fines and claims (including attorney's fees and costs of settlement), whether private, state
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or federal, related to or arising out of WAKEFIELD's action or inaction. Client shall indemnify and
hold harmless WAKEFIELD, its affiliates, employees and its data suppliers from and against any
and all losses, damages, penalties, fines and claims (including attorney's fees and costs of
settlement),whether private, state or federal, related to or arising out of Client's action or inaction.
27. Change of Law: The parties hereto shall modify any term of this Agreement at
anytime if it is determined that the inclusion of any term of this Agreement or the omission of
any term from this Agreement violates any federal or state law or regulation, including, without
limitation.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
WAKEFIELD T & ASSOCIATES, INC.
By: /
Tyler rsh, Partner
Board of County Commissioners of Weld County on behalf of John Lefebvre, Weld
Cou Treasurer
1 s Rade acher, Chair SEP 0 1 2010
Attest: 4 7i'e �``
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Cler to the Board
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By: /
Deputy Clerk o the Boarder JF�MI
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