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AG 23-003 - LINEBARGER GOGGAN BLAIR & SAMPSON, LLPRETURN TO: Tiziana Giazzi EXT: 3016 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Federal Way Municipal Court 2. ORIGINATING STAFF PERSON: Tiziana Giazzi EXT: 3016 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT A PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL OTHER General Administrative Order 5. PROJECT NAME: Collections Services Agreement 6. NAME OF CONTRACTOR: Linebarger Goggan Blair & Sampson, LLP ADDRESS: 5801 Soundview Drive, Suite 5013, Gig Harbor, WA 98335 TELEPHONE 253-265-7511 E-MAIL: renee.linnabary@lgbs.com FAX: SIGNATURE NAME: Kevin Underwood TITLE Attorney for the Firm 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 1/1/2023 COMPLETION DATE: until termination 9. TOTAL COMPENSATION $ n/a (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED OYES 0 NO IF YES, $ PAID BY: ❑ CONTRACTOR O CITY RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW IN1TL L / DATE REVIEWED INITIAL / DATE APPROVED © PRESIDING JUDGE DAL/ i.2Z A COURT ADMINISTRATOR TG/10.26.22 ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW JRC 10/27/22 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDERMOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# Ab#fs COMMENTS. 2/2017 CITY OF � Federal Way MUNICIPAL COURT 33325 81 Ave. S., Suite]02 Federal Way, WA 98003 (253) 835-3000 PROFESSIONAL SERVICES CONTRACT FOR COLLECTION OF ACCOUNTS THIS CONTRACT is made and entered into by and between FEDERAL WAY MUNICIPAL COURT, hereinafter referred to as "CLIENT," and LINEBARGER GOGGAN BLAIR & SAMPSON, LLP, hereinafter referred to as "FIRM." This contract creates an attorney -client relationship between CLIENT and FIRM. I FIRM RETAINED CLIENT agrees to employ and does hereby employ FIRM to enforce the collection of accounts receivable of CLIENT pursuant to the terms and conditions described in this contract. This contract supersedes all prior oral and written agreements between the parties, and can only be amended if done so in writing and signed by all parties. Furthermore, this contract cannot be transferred or assigned by either party without the written consent of all parties. II TERM AND TERMINATION The term of this contract shall commence January 1, 2023, and will continue until terminated. Either party may, without cause, terminate this contract by giving the other party ninety (90) days' written notice of termination. III REFERRAL OF ACCOUNTS 1. 'Referral Process. CLIENT agrees to refer accounts to FIRM for collection, as CLIENT deems appropriate, by electronic medium, in a format and frequency to be agreed upon by the parties. CLIENT will provide FIRM with copies of, or access to, the information and documentation necessary to effectuate the services that are subject to this contract. CLIENT represents that, to the best of its knowledge, the information provided or made available will be current and accurate, and that no account or account debtor will be subject to any bankruptcy stay, discharge or proceeding at the time of referral. FIRM shall use account information provided by CLIENT for the purposes of account collection only, and shall keep all such information confidential from any third party without express written authority from CLIENT. FIRM will provide CLIENT with status reports in the frequency and manner agreed upon by the parties. Should it become necessary for FIRM to provide computer hardware, software, programming services and/or in- house personnel to CLIENT, in order for this contract to be performed, a separate agreement and fee structure shall be negotiated and agreed to in writing by both parties hereto. FIRM shall not report to the credit reporting agencies. 2. Pre -Referral Notice. CLIENT may elect to send a pre -referral notice to defendants, advising that the defendants will be referred to collection if their accounts remain unpaid. At CLIENT's request, FIRM will generate and snail such notices on CLIENT's behalf, and at FIRM's expense. IV ACCOUNT CANCELLATION Accounts identified as being in bankruptcy and/or when the account holder is found to be deceased, deemed indigent or otherwise unable to pay shall be returned. Upon return of these accounts, neither party will have any obligation to the other party to this contract with regard to the returned accounts. CLIENT recognizes that collection efforts by FIRM at any level, but particularly efforts involving legal proceeding such as garnishment, will often prompt a debtor to contact CLIENT and seek to pay directly to CLIENT only the original amount owed (i.e., without paying the added collection fees). CLIENT agrees to exercise caution when recalling accounts with a payment plan or legal proceedings. V INDEMNIFICATION FIRM shall indemnify, hold harmless and defend CLIENT for, from and against all liabilities, losses and/or costs, including reasonable legal expenses and attorney's fees, arising from demands, claims or suits for damages or relief of any nature, which may arise as a result of FIRM's negligence in its performance of the services described in this contract. CLIENT shall indemnify, hold harmless and defend FIRM for, from and against all liabilities, losses and/or costs, including reasonable legal expenses and attorney's fees, arising from demands, claims or suits for damages or relief of any nature, which may arise from CLIENT's negligence, its failure to comply with any representation or provision of this contract (including providing inaccurate account information to FIRM), or from FIRM complying with any specific instruction or requirement of CLIENT. The indemnity provisions of this contract shall have no application to any claim or demand which results from the sole negligence or fault of the party seeking indemnification, its officers, agents, employees or contractors. In the event of joint or shared negligence or fault of CLIENT and FIRM, responsibility and indemnity, if any, shall be apportioned in relation to each parry's degree of fault, but without waiving any defenses of either party. The provisions of this paragraph are intended for the sole benefit of the parties hereto and are not intended to create or grant any right, contractual or otherwise, to any other persons or entities. VI COMPENSATION AND REMITTANCE 1. Collection Fees. Time -Payment flans. General Administrative Order. a. Fees Assessed as Court Costs. COURT shall assess as court costs the fees to be paid for the FIRM's collection services, pursuant to RCW 46.63.110(6)(d) and/or RCW 3.02.045(5) (or comparable statutes regarding payment plans and referrals from courts of limited jurisdiction, should new statute(s) be enacted or should the cited statutes be re- numbered and/or amended). Court costs in an amount equal to 19% of the total sum due, including accruing interest, from a defendant to COURT shall be assessed to accounts not previously assigned to another collection agency and aged one year or less. Court costs in an amount equal to 26% of the total sum due, including accruing interest, from a defendant to COURT shall be assessed to accounts previously assigned to another collection agency or aged over one year. Partial payments shall be pro -rated between COURT and FIRM in accordance with these formulas. By way of example, an offense found committed six months ago that has never been assigned to a collection agency, and with $100 owing to COURT, shall be assessed court costs of $19. The total owing is now $119. Upon collection of $119, the sum of $100 shall be returned to the COURT and $19 retained by the FIRM; FIRM shall retain 15.97% of the total sum collected ($19 is 15.97% of $119), and remit 84.03% to COURT. On a 26% add -on account, FIRM shall retain 20.63% of the total sum collected ($26 is 20.63% of $126), and remit 79.37% to COURT. b. Pre -Collect Time-Pavinent Program. Defendants with accounts not previously referred to FIRM for collection may qualify for a time -payment program that is not subject to the percentage fees described in the preceding paragraph. COURT, if it so desires, will refer defendants to contact FIRM to apply for the program and establish the monthly payment amounts, under guidelines approved by COURT. Pursuant to RCW 46.63.110(6)(d) (or comparable statute regarding payment plans should new statute(s) be enacted or should the cited statute be re -numbered and/or amended), court costs will be assessed in the amount of $10 for processing an application (successful or not), and in the amount of $7 per month per defendant accepted into the program. FIRM will attempt a monthly reminder call 7 to 10 days in advance of payment due date. C. Other Payment Plats. The parties recognize that, for an account not meeting the criteria of the Pre -Collect Time -Payment Program, FIRM may set up a payment plan if deemed desirable based on the financial circumstances of the defendant or as otherwise directed by COURT. Any civil infraction account referred for collection that might later be subject to a mandatory payment plan as prescribed by statute, will be processed under this subsection, whether or not the accounts is recalled and re -assigned to the Firm for implementation of the payment plan. For any payment plan administered under this subsection, the percentage fee described above will be the FIRM's compensation, and will be deemed to have been assessed as court costs under RCW 46.63.110(6)(d) (or comparable statute regarding payment plans should the cited statute be re -numbered and/or amended). Further, where a mandatory payment plan for civil infractions is implemented, CLIENT may advise FIRM that interest is not to be assessed on the monetary obligations. d. General Administrative Order. To effectuate the assessment of court costs for collection agency services under RCW 46.63.110(6)(d) and RCW 3.02.045(5) (or comparable statutes should new statute(s) be enacted or should the cited statutes be renumbered and/or amended), COURT will issue a General Administrative Order assessing court costs against defendants assigned to collection, pre -collect time -payment, or other payment plan, such that no assessment need be made in an individual case file, and addressing any other issues necessary or proper to facilitate the referral of appropriate cases to FIRM for servicing. 2. Interest. Unless otherwise directed by CLIENT, interest shall accrue at 12 percent per annum, or the highest rate allowed by law on all unpaid amounts, including fees and/or court costs assessed for collection agency services; provided that interest shall not be assessed on accounts referred under the pre -collect time -payment program; and provided further that where a statutorily -mandated payment plan is implemented, CLIENT may advise FIRM that interest is not to be assessed on the monetary obligations. FIRM agrees to calculate and add accrued interest to the outstanding account balance as an administrative function at the direction and instruction of the CLIENT. Accrued interestpaid -by-a- debtor -shall -be-shared according to_the formulas outlined above. For example, in the case of a 19% add -on account (15.97% retained), the CLIENT will receive 84.03% of the interest and the FIRM will receive 15.97% of the interest. 3. Advanced Costs. Litigation costs shall be advanced by FIRM on behalf of CLIENT. Advanced litigation costs and any court -awarded costs, including attorney fees, shall be retained by FIRM from first monies received from the debtor, and prior to calculation and proration of funds according to the formulas outlined above. 4. Remittance. All payments shall be directed to the FIRM. FIRM shall remit CLIENT's portion of collected funds to the CLIENT in a timely manner, and on a schedule agreed upon by the parties; FIRM shall retain its portion of collected funds. Payments received by CLIENT on a referred account from a source other than FIRM will be promptly reported to FIRM; FIRM will then account for such payment in its next invoice to CLIENT, and deduct its share of the payment from the remittance to CLIENT. VII CONCURRENT REPRESENTATION 1. FIRM has specifically advised CLIENT that FIRM's concurrent representation of CLIENT and other government entities (whether currently represented by FIRM or those governmental entities who may be represented by FIRM in the future) against a common debtor constitutes a potential conflict of interest. FIRM has advised CLIENT that, provided CLIENT and all participating entities consent, FIRM intends to "cross packet" claims owed to all the governmental entities whom FIRM currently represents and whom FIRM may ultimately represent in the future against a common debtor. Although all of the governmental entities represented by, or to be represented by, FIRM have a common interest in the collection of monetary amounts owed by the common debtor, there is a potential conflict regarding the manner in which any proceeds collected from the common debtor are to be disbursed among the various governmental entities represented by FIRM (present and/or future). FIRM proposes, with the consent of CLIENT and all participating government entities, to disburse all monetary proceeds recovered from a common debtor to each of the government entities on an equal -share basis, provided that the common debtor has not disputed any accounts, in which case, funds will be applied first to non -disputed accounts. Further, any fees charged and/or recovered by FIRM as remuneration for the services provided may constitute charges for services provide to CLIENT and/or other governmental entities; which although such fees will not exceed the amounts reflected in the Contract for Professional Services entered between FIRM and CLIENT, said amounts may overlap with charges and fees pertaining to other governmental entities. 2. FIRM has specifically advised CLIENT that as among the similarly represented governmental entities there is no right to assert the attorney -client privilege as to communications received by FIRM in connection with this joint representation. 3. CLIENT acknowledges that it has been fully informed of the nature of any current and/or prospective conflict of interest which may exist or arise as a result of the common.representation of CLIENT and other governmental entities by FIRM against common debtors; that CLIENT has been provided sufficient opportunity to seek the advice of independent counsel of the CLIENT's own choosing; and after all due consultations and considerations, CLIENT HEREBY EXPRESSLY WAIVES ANY CURRENT AND/OR PROSPECTIVE CONFLICT OF INTEREST AND SPECIFICALLY CONSENTS TO FIRM'S REPRESENTATION OF CLIENT and further directs FIRM to disburse any payments received from a common debtor to all of the governmental entities represented by FIRM equally. VIII NOTICE For purposes of sending notice under the terms of this contract, all notices shall be sent by certified United States mail, or delivered by hand or by courier, and addressed as follows (or addressed as provided in any updated address provided in writing by a party to the other party under this section): If to FIRM: Linebarger Goggan Blair & Sampson, LLP Attention: Director of Client Services P.O. Box 17428 Austin, Texas 78760 (or Terrace 2, Suite 500 2700 Via Fortuna Drive Austin, TX 78746) With copy to: Linebarger Goggan Blair & Sampson, LLP Attention: Director of Operations 5801 Soundview Drive, Suite 50B Gig Harbor, WA 98335 If to CLIENT: Tiziana Giazzi Administrator, Federal Way Municipal Court 33325 8th Ave S., Suite 102 Federal Way, WA 98003 IX CHOICE OF LAW This contract is made and is to be interpreted under the laws of the State of Washington. In the event that any provision(s) of this contract shall for any reason be held invalid, illegal or unenforceable, the invalidity, illegality or unenforceability of that provision(s) shall not affect any other provision(s) of this contract, and it shall further be construed as if the invalid, illegal or unenforceable provision(s) had never been a part of this contract. X COOPERATIVE PURCHASING The services and terms of this contract are available to other political subdivisions, as to substantially similar categories of unpaid accounts, and as allowed by applicable law. Pursuant to chapter 39.34 RCW, this contract shall be open to intergovernmental cooperative purchasing. XI THIRD PARTY BENEFICIARIES This contract is for the benefit of CLIENT and FIRM. Unless specifically stated, no third -party beneficiaries are intended to be created or are created under this contract. XII NON-DISCRIMINATION, COMPLIANCE 1. FIRM agrees not to discriminate against any employee or applicant for employment or any other person in the performance of this Agreement because of race, creed, color, national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state, or local law or ordinance, except for a bona fide occupational qualification. 2. FIRM shall comply with all federal, state, and local laws and ordinances applicable to the services performed under this Agreement. XIII INSURANCE The FIRM shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the services hereunder by the FIRM, its agents, representatives, or employees, in the types and amounts described below. FIRM's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the FIRM to the coverage provided by such insurance, or otherwise limit the CLIENT's recourse to any remedy available at law or in equity. 1. Commercial General Liability insurance written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate, with coverage at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent FIRMs and personal injury and advertising injury. The CLIENT shall be named as an additional insured under the FIRM's Commercial General Liability insurance policy with respect to the work performed for the CLIENT using an additional insured endorsement at least as broad as ISO CG 20 26. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 3. Professional Liability insurance appropriate to the FIRM's profession, written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. XIV CONTRACT ACCEPTANCE In consideration of the terms and compensation herein stated, FIRM hereby accepts said employment and undertakes performance of said contract as set -forth above. This contract is executed on behalf of CLIENT by the undersigned, who is authorized to execute this instrument. This contract may be executed in any number of counterparts, and each counterpart shall be deemed an original for all purposes. Signed facsimiles shall be binding and enforceable. WITNEL S )emthe` signatures of all parties �. CG 2022. FEDERAL WAY IVIUNICIPAIG COURT By: David A. A. Larson Presiding Judge hereto this, the ) ( day of LINEBARGER GAGGAN BLAIR & SAMPSON LLP .r By: Kevin Underwood Attorney for th