HomeMy WebLinkAboutItem 06 Contract Approval for Professional Credit Service AGENDA ITEM SUMMARY Meeting Date: 6/1/2020
Meeting Type: Regular Meeting
Staff Contact/Dept.: Allie
Sederlin/Courts/Finance
Staff Phone No: 541-726-3748
Estimated Time: Consent Calendar
S P R I N G F I E L D
C I T Y C O U N C I L
Council Goals: Provide Financially
Responsible and
Innovative Government
Services
ITEM TITLE: CONTRACT APPROVAL FOR PROFESSIONAL CREDIT SERVICE
ACTION
REQUESTED:
Authorize the City Manager to sign a contract with Professional Credit Service for
the provision of collecting fees and fines for the Municipal Court.
ISSUE
STATEMENT:
The State of Oregon recently negotiated a 5.5% better rate for collection services on
a cooperative agreement. Staff is seeking Council approval for the City Manager to
sign a new contract allowing the City to obtain services at this new rate.
ATTACHMENTS: ATTACHMENT 1: C2602 Professional Credit Service
DISCUSSION/
FINANCIAL
IMPACT:
The Court is currently using Professional Credit Service (PCS) for collections. The
Court contracting with PCS to work older accounts means the City is able to collect
money on existing debts that the City wouldn’t otherwise be seeing. Accounts can
grow stale without payments sitting in the court. A collection agency’s ability to
actively call, research, and work accounts, within the scope of the law, means the
City sees a return on accounts that the Court has been unsuccessful collecting on
and could be close to needing to be written off. By working with PCS, we gain
access to their legal department which gives the Court confidence that all collection
laws are being followed and any updates to legislation are tracked and practices
modified as rules and laws change. PCS is also able to pursue wage garnishments
and follow the long road of a bankruptcy case thorough the process in order to
ensure the City’s interest is represented at each step.
The city is utilizing a cooperative Agreement negotiated by the State of Oregon
Department of Administrative Services (DAS) for the provision of services to
collect fees and fines levied by the Municipal Court.
The negotiated fee for the services is 17.5% which is 5.5% better than our current
rate. This change will allow the City to enjoy a higher return on the collections thus
resulting in higher revenue for the Court. On a collection payment of $500.00 from
PCS, the City is currently paying $115.00 back as a service fee. With the new rate
the City would only being paying $87.50 back as a service fee.
CITY OF SPRINGFIELD
PURCHASE AGREEMENT
Contract #2598
Effective Date: June 1, 2020
Parties: City of Springfield “CITY”
A Municipal Corporation of the State of Oregon
225 5th Street
Springfield, OR 97477
and
Professional Credit Service “Independent Contractor”
Additional Seller Information:
a) Type of Entity: Sole Proprietorship Partnership
Limited Liability Comp Corporation
b) Address: 400 International Way Suite 100, Springfield, OR 97477
c) Telephone: 541.343.5641
In consideration of the mutual covenants contained herein, the parties agree to the following terms,
provisions and conditions:
1. Services to be Delivered. Independent Contractor shall deliver to the CITY Debt Collection Services
as specified in Attachment 1, attached hereto and incorporated herein.
2. Debt Collection Service Fee. 17.5%
3. Remittance by Independent Contractor. Independent Contractor shall send the collection report
and remittance electronically every Monday for the collections from the prior business week with
interest (computed as the State Statute (ORS 82.010) allows) if applicable to: Springfield Municipal
Court, 230 4th Street, Springfield, OR 97477,
4. Payment the CITY. City shall pay Independent Contractor said collection fee as stated in 2.0 above
weekly based upon collection report in 3.0 above.
5. Term. This Agreement shall terminate on May 1, 2025 unless further extended by both parties in
writing.
6. Cost to Debtor. CITY does pass the cost of collection to the debtor as per ORS 293.231(12).
7. Compromise or Settlement Offers. CITY does entertain compromise or settlement offers.
8. Warrant and Garnishment Authority. CITY does have warrant or garnishment authority.
9. Gross Payments. CITY requires gross remit payments received by Agency and bill paym ents.
10. Confidentiality/Protected Information. During the course of performance hereunder, Independent
Contractor or its agent, employees, or contractors, may receive confidential information. Independent
C2598r1 Professional Credit Service Page 1 of 52
AIS ATTACHMENT 1, Page 1 of 52
Contractor agrees to use its best efforts to maintain the confidentiality of such information and to
inform each agent and employee performing services of the confidentiality obligation that pertains to
such information. Regarding the receipt and handling of such information, Independent Contractor
shall comply with the requirements of Attachment 2 attached hereto and incorporated herein by this
reference.
11. Account Cancellation. CITY will notify Independent Contractor when any assigned accounts need
to be cancelled per the statutory 20 year money judgement expiration in accordance with ORS
137.183.
12. Payment Application. CITY requires Independent Contractor to apply payments to oldest accounts
first when more than one account exists from Agency unless otherwise directed by the debtor.
13. Sourcing. THIS PURCHASE IS SUBMITTED PURSUANT TO OREGON DAS PRICE AGREEMENT
# DASPS-3360-20. THE PRICE AGREEMENT, INCLUDING STANDARD CONTRACT TERMS AND
CONDITIONS CONTAINED IN THE PRICE AGREEMENT, IS INCORPORATED BY REFERENCE
AND APPLIES TO THIS PURCHASE AND TAKES PRECEDENCE OVER ALL OTHER
CONFLICTING TERMS OR CONDITIONS,
EXPRESS OR IMPLIED.
14. First Point of Contact.
Professional Credit Service- Rob Nestell, rob@hawes.group. PH: 541.335.2204
CITY- Allison Sederlin, asederlin@springfield-or.gov, PH: 541.744.4180
15. Entire Agreement. This Agreement signed by both parties is the parties’ final and entire Agreement
and supersedes all prior and contemporaneous oral or written communications between the parties,
their agents and representatives. There are no representations, promises, terms, conditions or
obligations other than those contained herein.
IN WITNESS WHEREOF the parties have executed this Agreement to be effective the date first
set forth above.
CITY OF SPRINGFIELD: INDEPENDENT CONTRACTOR
By: By:
Name: Name:
Title: Title:
Date: Date:
C2598r1 Professional Credit Service Page 2 of 52
Jeffrey D. Johnson
Chief Client Officer
May 20, 2020
5/26/2020 5/26/2020
AIS ATTACHMENT 1, Page 2 of 52
RFP DASPS-3153 -19 -Accounts Receivable Management/Debt Collection AttA
State of Oregon
PRICE AGREEMENT
WITH
Professional Credit Service
FOR
Accounts Receivable Management /Debt Collection
DASPS-3360 -20
Update July 31 ,2019 from the March 29,2012 Version
ATTACHMENT 1
C2598r1 Professional Credit Service Page 3 of 52
AIS ATTACHMENT 1, Page 3 of 52
3037946 vl 3 2
ATTACHMENT 1
C2598r1 Professional Credit Service Page 4 of 52
AIS ATTACHMENT 1, Page 4 of 52
This Price Agreement (“Price Agreement”or “Agreement”)is between the State of
Oregon (“State”),acting by and through its Department of Administrative Services
(“DAS”or “Department ”)on behalf of Agencies,as defined below,and Professional
Credit Service (“Contractor”).This Agreement is effective on the date that it has been
fully executed by the parties and approved as required by law (“Effective Date”).DAS
has the authority to enter into this Agreement under ORS 279A .050 (7)(a).
RECITALS
DAS,on behalf of Agencies,desired to engage contractors to provide certain Debt
Collection services (“Services”).The Services are to assist Agencies in debt collection that
relates to tax collection,fine collection ,medical services,human services,courts,and otherpublicprograms.
To that end,DAS undertook a joint cooperative procurement under ORS 279A .200(l )(e )
and ORS 279 A.210 and issued RFP Mo.DASPS-3153-19 (the “RFP”)seeking proposals from
Debt Collection providers.
Contractor submitted a proposal in response to the RFP offering to provide to Authorized
Purchasers the Services described in Exhibit E,Specifications.Contractor was one of the
successful proposers to the RFP.
DAS and Contractor now desire to memorialize the terms and conditions pursuant to
which:(i )Contractor will provide the Services as may be requested from Agencies from time to
time;and (ii )Agencies will pay for the provided Services.
Therefore,DAS and Contractor Agree as follows:
A .
B.
C.
D.
SECTION 1 :AGREEMENT
1.1 Purpose.
1.1 .1 This Agreement:
1.1 .1.1 Identifies the process Contractor and Agencies will follow in establishing
subsequent purchase orders (each a ‘"Purchase Order”or “PO”)for the provision of
Services under this Agreement;
1.1 .1.2 Sets forth the general terms and conditions that will apply to all POs entered
into by Contractor and Agencies and all POs issued by Agencies pursuant to which
Contractor will provide Services (as defined in Exhibit E,Specifications);and
1.1 .1.3 Is not,by itself,a binding contract for the provision of Services by Contractor
to any particular Agency .Execution of this Agreement is no guarantee that any Agency
will issue any Purchase Orders against this Agreement.DAS and Agencies have the
need for the Services on an ‘"as requested ”basis.There is no guarantee of work under this
Agreement.
DAS makes no representation or guarantee that any specific amount of Services will be purchased under this PriceAgreement.Notwithstanding the award of this Price Agreement to Contractor,DAS and Agencies may conduct
separate solicitations or award project-specific contracts or purchase orders for Services that are the same orsimilartothosedescribedinthisAgreementusinganymethodallowedbylaw.In addition,DAS reservesdiscretiontore-open or readvertise competition to provide Services that are the same or similar to those describedinthisAgreement,if necessary to serve the interests of Agencies,at intervals no more frequently than on a yearly
basis.
3037946 v 13 3
ATTACHMENT 1
C2598r1 Professional Credit Service Page 5 of 52
AIS ATTACHMENT 1, Page 5 of 52
Contractor accepts all risks,and waives any claims,that may be associated
with or arise out of the volume of the Services or work ordered under this
Agreement.
SECTION 2:AGREEMENT DOCUMENTS AND ORDER OF
PRECEDENCE
This Agreement includes the following Exhibits,each of which are attached to and incorporated into
this Agreement by reference:
•Exhibit A -Services [Debt Collection Services]
•Exhibit B -Sample Purchase Order
•Exhibit C -Volume Sales Report
•Exhibit D -Insurance Requirements
•Exhibit E -Specifications
•Exhibit F -General Authorization Request for Legal Actions
ORDER of PRECEDENCE.
An Ordering Instrument (Purchase Order )consists of the following documents,listed in order of
precedence:
a )Federal terms and conditions attached to the Ordering Instrument,if any;
b )This Agreement including its Attachments;and
c)The Ordering Instrument,less any federal terms and conditions.
In the event any conflict is based solely upon minimum standards,such as quality or safety,the higher
or more stringent standard applies.Contractor is responsible for making any modifications required to
achieve compliance with applicable laws and standards.Contractor shall notify DAS and any affected
Authorized Purchaser of any such required modifications upon receipt of knowledge or notification of such.
3037946 vl 3 4
ATTACHMENT 1
C2598r1 Professional Credit Service Page 6 of 52
AIS ATTACHMENT 1, Page 6 of 52
SECTION 3:DEFINITIONS
“Agency”means:
•DAS when DAS is engaged in Public Contracting,as defined in ORS 279 A.010;
•An agency of the State of Oregon that:(i )is subject to the procurement authority of the
Director of the Department pursuant to ORS 279 A .050 and 279A .140 and with delegated
authority pursuant to OAR 125-246-0170;or (ii )has independent procurement authority
pursuant to ORS 279 A .050 or other statutory authority under provisions of applicable State law;
•Oregon Cooperative Procurement Program (“ORCPP”)members with appropriate
purchasing authority under their applicable statutes,rules,regulations or ordinances that submit
Purchaser Orders to,Contractor;and
•Master Contracts Usage Agreement (“MCUA”)participants with appropriate purchasing
authority under their applicable statutes,rules,regulations or ordinances that submit Purchaser
Orders to Contractor.
‘"Authorized Purchaser”means (a)DAS,(b )any Agency that is an agency of the State of Oregon,(c)
any ORCPP member,and (d )any Master Contracts Usage Agreement participant.
“Contract”means the agreement formed by an Authorized Purchaser 's issuance of a Purchase Order
to Contractor .
“ORCPP”means the Oregon Cooperative Purchasing Program,which recognizes certain agencies and
organizations within the State of Oregon as authorized to purchase the goods and services available
under a price agreement entered into by the State.ORCPP members include cities,counties,school
districts,public universities,special districts,Qualified Rehabilitation Facilities,residential programs
under contract with the Oregon Depaitment of Human Services,United States governmental agencies,
and American Indian tribes or agencies .ORCPP membership can be verified through the webpage
below or by contacting DAS at (503 )378-2497.
https://www .oregon .gov /das/Procurement /Paqes/Orcppmember.aspx
“MCUA”means the Master Contracts Usage Agreement (MCUA )and is a one-time agreement
necessary to meet statutory requirements allowing qualifying organizations to use Washington State
master contracts.The current participant list is found at this link:
https:/.apps.des.wa.qo \/ContractSearch /MCUAListinq.asp.\.
“Services”means the Services that Contractor has been approved to provide as a result of the RFP and
which Contractor agrees to provide under a Purchase Order (PO )as may be requested by Agencies
from time to time.The specific Services performed by Contractor shall be agreed to by an Authorized
Purchaser and Contractor in a fully executed Purchase Order and will include the Services described
in Exhibit E,Specifications.
SECTION 4:ORDERING METHODS;PROVISION OF
SERVICES
Contractor must look solely to the Authorized Purchaser for payment of all amounts that may be due
under any Contract formed under this Agreement .THE AUTHORIZED PURCHASER IS SOLELY
RESPONSIBLE FOR PAYMENT UNDER THE CONTRACT.
Payment is due from the Authorized Purchaser within forty five (45 )days after the date of the invoice
pursuant to ORS 293.462(4 )and Oregon Accounting Manual (OAM )Section 15.40.00.PR .111 .
Authorized Purchasers shall obtain Contractor 's Services by following the instructions provided in
section 4.1 .
4.1 Purchase Orders
Authorized Purchasers shall order Services by issuing Purchase Orders as follows:
3037946 v 13 5
ATTACHMENT 1
C2598r1 Professional Credit Service Page 7 of 52
AIS ATTACHMENT 1, Page 7 of 52
Authorized Purchasers shall submit Purchase Orders to Contractor identifying any agreed upon
Service details.
Authorized Purchasers that are agencies of the State of Oregon may use either of the following
as ordering instruments:i )the DAS-approved purchase order form (attached as Exhibit B);or
ii )an electronic ordering method when the Authorized Purchaser is using a Small Purchase
Order Transaction System (SPOTS )card.Unless expressly authorized by DAS in writing,
Contractor shall not accept a different type of ordering instrument from a State agency.
Authorized Purchasers that are not agencies of the State of Oregon may use their own Purchase
Order forms.
To be effective,the Purchase Order must specify all of the following:
The MANDATORY PURCHASE ORDER LANGUAGE set forth below.
The specific Services ordered .
The Billing Rate.
The requested delivery schedule.
The delivery location(s).
The invoicing address.
The Authorized Purchaser’s authorized representative contact information ,including email
address.
Contractor shall accept Purchase Orders from Authorized Purchasers that comply with the
provisions of this Price Agreement until this Price Agreement terminates.Each such Purchase
Order Contractor accepts shall create a separate Contract between the parties,enforceable in
accordance with the terms thereof and independent of all other such Contracts.DAS is not
obligated or liable under a Purchase Order unless DAS is the Authorized Purchaser .
A Contract created by a Purchase Order consists only of the terms specified or required by this
Price Agreement.Additional,different or conflicting terms and conditions in any Purchase
Order are of no effect .Contractor shall reject any Purchase Order that does not meet the
requirements of this Price Agreement.
Contractor shall reject a Purchase Order from any entity that is not an Authorized Purchaser.
Contractor may verify Authorized Purchasers that are ORCPP participants at the following
address:
https://www .oregon .aov /das/Procurement Pages/Orcppmember .aspx
Contractor may verify Authorized Purchasers that are MCUA participants at the following
address:
https://apps .des.wa.gov /ContractSearch 'MCUA Listing.asp.\
Nothing in this Price Agreement obligates any Authorized Purchaser to place any Purchase
Order.
MANDATORY PURCHASE ORDER LANGUAGE:
THIS PURCHASE IS SUBMITTED PURSUANT TO OREGON DAS PRICE AGREEMENT
#DASPS-XXXX -XX .THE PRICE AGREEMENT,INCLUDING STANDARD
CONTRACT TERMS AND CONDITIONS CONTAINED IN THE PRICE AGREEMENT,
IS INCORPORATED BY REFERENCE AND APPLIES TO THIS PURCHASE AND
TAKES PRECEDENCE OVER ALL OTHER CONFLICTING TERMS OR CONDITIONS,
EXPRESS OR IMPLIED.
3037946 v 13 6
ATTACHMENT 1
C2598r1 Professional Credit Service Page 8 of 52
AIS ATTACHMENT 1, Page 8 of 52
i)Interest rate and method of calculation requirements,or method by which
Authorized Purchaser will provide interest calculation requirements to
Contractor.(Exhibit E,Section 4.5 )
ii)Whether authorized purchaser passes along the cost of collection to the
debtor under ORS 293.231 (12 ).(Exhibit E ,Section 3.4 and 4.6 )
iii )Payment Plan guidelines (Exhibit E,Section 4.8 )
iv)Identification of whether Authorized Purchaser will entertain compromise
or settlement offers and any Authorized Purchaser restrictions regarding
the compromise or settlement of accounts.(Exhibit E,Section 4.9)
v)Identification of whether Authorized Purchaser has warrant or
garnishment authority and instructions to Contractor on collection actions
allowed during a period of active garnishment issued by the Authorized
Purchaser.(Exhibit E ,Section 4.12 and 4.13)
vi )Authorized Purchaser instructions regarding application of payments,
including when multiple debts are assigned from the same Authorized
Purchaser .(Exhibit E,Section 4.7 )
vii)Reporting and remittance frequency (weekly,monthly,etc.)(Exhibit E ,
Sections 5 and 9)
viii)Banking infonnation for ACH remittance of funds collected (Exhibit E,
Section 5.5 )
ix)Remittance requirement (Gross collections or net after commissions or
fees are retained)(Exhibit E,Sections 6.1 and 6.2),including handling of
remittance and reporting for payments received directly by the Authorized
Purchaser (invoice for fees or net fees with remittance)(Exhibit E,Section
6.3)
x)Reporting format (paper or electronic,including specific file
requirements)(Er////>z7 E ,Section 9.1 )
xi )Authorized Purchaser requirements for data security safeguards including
applicable data encryption format .(Exhibit Ejection 2.5)
xii )Instructions regarding the reporting of assigned accounts to Credit
Reporting Agencies (Exhibit E,Section 4.16 )
xiii )Notwithstanding Exhibit E,section 8.3,the reasonable length of time
Contractor may work an account without a payment before Contractor is
required to contact Authorized Purchaser for further instructions.(Exhibit
E,Section 8.2 )
xiv )Specific Authorized Purchaser expectations that are not specifically
identified in the Price Agreement.
3037946 v 13 7
ATTACHMENT 1
C2598r1 Professional Credit Service Page 9 of 52
AIS ATTACHMENT 1, Page 9 of 52
4.2 Volume Sales Reports
Contractor shall comply with the VSR requirements of this Price Agreement set forth in Exhibit C.
4.3 Vendor Collected Administration Fee
Contractor shall comply with the VCAF requirements of this Price Agreement set forth
in Exhibit C.
SECTION 5:CONSIDERATION
Contractor shall be compensated for completing Services based on the billing rates (“Billing Rates”)set
forth in Section 5.1 below.All Billing Rates include all overhead and administrative expenses and an
Authorized Purchaser shall not be charged separately for any such costs incurred by Contractor.
5.1 CONTRACTOR BILLING RATES
Billing Rates shall be subject to separate negotiation between an Authorized Purchaser and
Contractor.However,in no event may any Billing Rate exceed the rates agreed upon in Exhibit A ,
Services,unless agreed to in a writing in a Purchase Order signed by both the Authorized Purchaser
and Contractor and made in accordance with Sections 7.3 and 7.4 below .Billing Rates shall include
all charges associated with Services being provided without limitation .
The proposed Billing Rates and commission rates must remain in effect and firm for the first two
years this Price Agreement is in effect (the initial Term (one year )plus the first year of any Extension
Term ).Billing rates and commission rates will not be subject to adjustment at the first extension (the
extension of the initial one-year Term ).Thereafter,Billing Rate and commission rate de-escalation orescalationrequestsshallbesubjecttoDASapprovalandmustbesubmittedatleast60dayspriorto
the expiration of any term .Rates shall be tied to the Producers Price Index Series PCU 54181 -54181-for Employment Services,which must be referenced to calculate rate de-escalation or escalation .
SECTION 6:INVOICING
Contractor shall invoice Authorized Purchasers for the Services as agreed to in the applicable
Purchase Order and in accordance with Exhibit E,Specifications,Section 6.
All payments are subject to the provisions of ORS 293.462 and shall not exceed the applicable Billing
Rates or any total maximum not -to-exceed compensation set forth in any PO.All Billing Rates invoiced by
Contractor shall be charged at the rates agreed to in Section 5 above.An Authorized Purchaser shall have
no liability for any Billing Rates or expenses that are charged in amounts that exceed those agreed to in
Section 5 above nor shall an Authorized Purchaser have any liability for any Billing Rates,expenses,or any
other fees that exceed the maximum not-to-exceed compensation agreed to in a PO.
Contractor shall maintain a firm rate schedule relative to any and all costs associated with the ServicesdescribedinExhibitE,Specifications,which may be requested by Authorized Purchasers for the duration
of any engagement established by a Purchase Order.
SECTION 7:TERM OF AGREEMENT;AMENDMENTS
7.1 TERM
3037946v 13 8
ATTACHMENT 1
C2598r1 Professional Credit Service Page 10 of 52
AIS ATTACHMENT 1, Page 10 of 52
The initial term of this Price Agreement shall be two (2 )year,beginning on the date this
Price Agreement has been executed and all required approvals have been obtained (the
“Term”).
On concurrence of the parties,this Price Agreement may be extended for additional
extension terms ("Extension Terms").It is provided ,however,that the maximum term
of this Agreement ,including all Extension Terms,shall not exceed six (6 )years,
beginning on the Effective Date.No POs executed prior to the expiration of this
Agreement may extend more than one year beyond the expiration of this Agreement .No
POs may be extended after the expiration of this Agreement.
7.2 EXTENSION OF TERM
DAS reserves the right in its sole discretion to extend the term of this Agreement for not
more than one calendar month beyond any term or beyond this Agreement ’s maximum
term .DAS shall notify Contractor in writing of the one-month extension at least 30
calendar days before the term expires.Contractor may not increase pricing during the
one-month extension obtained pursuant to this section .
7.3 ANTICIPATED AMENDMENTS
The parties anticipate that during the term of the Agreement,the parties may need to
modify selected terms and conditions of this Agreement .Any Amendments agreed to
shall be made in accordance with OAR 125-247-0805 and ORS 279 A.210(1 )(c),which
shall be incorporated by reference as though fully set forth in this section.Amendments
that may be required could include,without limitation,those relating to (i )changes in
the State's business process or restructure of an Agency,(ii )additional Services that are
within the scope of the original procurement and the Agreement,(iii )certain Services
that are no longer required to be performed ,and (iv )Billing Rates changes but only in
accordance with Section 5 above .
7.4 AMENDMENTS
No waiver,consent,or amendment of terms to this Agreement,including any Exhibits,
and POs,shall be binding unless in writing and signed by the authorized representatives
of the applicable parties,and all approvals required by applicable law have been
obtained .Pursuant to ORS 279 A .210(l )(c ),no PO may amend any of the material
terms or conditions of this Agreement.Any PO that amends this Agreement in
accordance with ORS 279A.210(1 )(c)shall expressly state that the amended terms are
for purposes of such PO only and must include the signature of an authorized
representative of DAS.In no event shall any permitted amendatory PO serve to amend
this Agreement for the purposes of any other PO.
SECTION 8:INDEPENDENT CONTRACTOR;
RESPONSIBILITY FOR TAXES AND WITHHOLDING
8.1 INDEPENDENT CONTRACTOR
Contractor shall perform all Services as an independent contractor.DAS and other
Authorized Purchasers reserve the right to (i )determine and modify the delivery
schedule for the Services and (ii )evaluate the quality of the Services.However,neither
DAS nor any other Authorized Purchaser may control ,nor will they control ,the meansormannerofContractor’s performance.Contractor is responsible for determining the
appropriate means and manner of performing the Services.
8.2 NO AGENCY OR EMPLOYMENT
Contractor understands and agrees that Contractor is not an "officer,""employee,"or
"agent "of DAS or any Authorized Purchaser,as those terms are used in ORS 30.265 .
3037946 v 13 9
ATTACHMENT 1
C2598r1 Professional Credit Service Page 11 of 52
AIS ATTACHMENT 1, Page 11 of 52
8.3 RESPONSIBILITY FOR TAXES
Contractor shall be responsible for all federal or state taxes applicable to compensation or payments
paid to Contractor under any PO and ,unless Contractor is subject to backup withholding,neither
DAS nor any Authorized Purchaser will withhold from such compensation or payments any
amount(s)to cover Contractor’s federal or state tax obligations.Contractor is not eligible for anysocialsecurity,unemployment insurance or workers'compensation benefits from compensation or
payments paid to Contractor under the PO,except as a self-employed individual.
Tax Compliance.Contractor warrants that Contractor has complied with the tax laws of this StateandtheapplicabletaxlawsofanypoliticalsubdivisionofthisState.Contractor shall,throughout thedurationofthisAgreementandanyextensions,comply with all tax laws of this State and allapplicabletaxlawsofanypoliticalsubdivisionofthisState.For the purposes of this section,Taxlaws”includes:(i )All tax laws of this State,including but not limited to ORS 305.620 and ORS
chapters 316,317,and 318;(ii )Any tax provisions imposed by a political subdivision of this State
that applied to Contractor,to Contractor’s property,operations,receipts,or income,or to Contractor’sperformanceoforcompensationforanyworkperformedbyContractor;(iii )Any tax provisions
imposed by a political subdivision of this State that applied to Contractor,or to goods,services,or
property,whether tangible or intangible,provided by Contractor;and (iv )Any rules,regulations,
charter provisions,or ordinances that implemented or enforced any of the foregoing tax laws orprovisions.
Any failure to comply with the provisions of the previous paragraph (‘Tax Compliance”),includingContractor’s warranty set forth in the first sentence of that paragraph,constitutes a material breach ofthisAgreement.Any such failure to comply shall entitle DAS to terminate this Agreement,to pursueandrecoveranyandalldamagesthatarisefromthebreachandtheterminationofthisAgreement,and
to pursue any or all of the remedies available under this Agreement,at law,or in equity,including but
not limited to:
•Termination of this Agreement,in whole or in part;
•Exercise of the right of setoff,and withholding of amounts otherwise due and owing toContractor,in an amount equal to State’s setoff right,without penalty;and
•Initiation of an action or proceeding for damages,specific performance,declaratory orinjunctiverelief.
DAS and other affected Authorized Purchasers may recover any and all damages suffered as theresultofContractor's breach of this Agreement,including but not limited to direct,indirect,incidentalandconsequentialdamages,costs of cure,and costs incurred in securing replacement Services.
In addition,DAS will report this Agreement to the Oregon Department of Revenue.TheDepartmentofRevenuemaytakeanyandallactionspermittedbylawrelativetothecollectionoftaxesduetotheStateofOregonorapoliticalsubdivision,including:(i )
garnishing Contractor’s compensation under this Agreement or any PO issued by a stateagency;and (ii )exercising a right of setoff for any amounts that may be due and unpaid .
SECTION 9:CONFLICTS OF INTEREST
If Contractor is currently perfonning services for the State of Oregon or the federal
government,Contractor represents and warrants that:Contractor’s Services to beperformedunderanyPOcreatenopotentialoractualconflictofinterestasdefined byORSchapter244,and no statutes,rules or regulations of the state or federal agency forwhichContractorcurrentlyperformsserviceswouldprohibitContractor’s Services
under any PO.
SECTION 10:COMPLIANCE WITH APPLICABLE LAW,
AGENCY POLICIES AND PROCEDURES
3037946 vl 3 10
ATTACHMENT 1
C2598r1 Professional Credit Service Page 12 of 52
AIS ATTACHMENT 1, Page 12 of 52
Contractor shall comply with all federal,state and local laws,regulations,
executive orders and ordinances applicable to this Agreement,to any POs,or to the
performance of the Services,as those provisions may be adopted or amended from time
to time.DAS’s and each Authorized Purchaser’s performance under each PO is
conditioned upon Contractor's compliance with the obligations of contractors under ORS
279 B .220,279 B.230,and 279 B.235,which are incorporated by reference herein.
Contractor shall,to the maximum extent economically feasible in the performance of
any PO,use recycled paper (as defined in ORS 279 A .010(l )(ee)),recycled PETE
products (as defined in ORS 279A.010(1)(ff ))-and other recycled products (as “recycled
product ”is defined in ORS 279 A.010(l )(gg ).
10.2
must,throughout the duration of this Agreement ,comply with all tax laws of the State
and all applicable tax laws of any political subdivision of the State.For the purposes of
this section,“tax laws”includes all the provisions described in Section 14.7 below.
Contractor shall comply with all policies and procedures of any Authorized
Purchaser with whom Contractor enters into a PO,including,without limitation,those
relating to access to and use of facilities,criminal background and driving record checks,
use and dissemination of Authorized Purchaser information,and use of information
technology and other tangible or intangible Authorized Purchaser assets.Contractor
shall require the same from its Key Persons.
10.4
comply with ORS 652.220 and shall not unlawfully discriminate against any of
Contractor’s employees in the payment of wages or other compensation for work of
comparable character on the basis of an employee’s membership in a protected class.
“Protected class”means a group of persons distinguished by race,color,religion,sex,
sexual orientation ,national origin,marital status,veteran status,disability,or age.
Contractor’s compliance with this Section and with Section 10.5 constitutes a material
element of this Price Agreement and a failure to comply constitutes a breach that entitles
DAS to terminate this Price Agreement for cause.
10.5
employees from discussing the employee’s rate of wage,salary,benefits,or othercompensationwithanotheremployeeoranotherperson.Contractor may not retaliate
against an employee who discusses the employee’s rate of wage,salary,benefits,or
other compensation with another employee or another person .
10.6
ORS 279 A.112,that Contractor has in place a written policy and practice of preventing
sexual harassment,sexual assault,and discrimination against employees who are
members of a protected class,as defined by ORS 279 A.112.Asa material term of thisAgreement,Contractor must maintain,throughout the duration of this Agreement,apolicyandpracticethatcomplieswithORS279A.112 .Contractor’s policy and practice
must include giving employees a written notice of a policy that both prohibits,and
prescribes disciplinary measures for,conduct that constitutes sexual harassment ,sexual
assault,or unlawful discrimination.DAS reserves the right to request a copy ofContractor’s policy.
10.1
Without limiting the generality of Sections 8.3 and 10.1 above,Contractor
10.3
Pay Equity Compliance.As required by ORS 279 B.235,Contractor must
As required by ORS 279 B.235,Contractor may not prohibit any of its
Nondiscrimination in Employment.Contractor certifies,in accordance with
Notwithstanding anything that may be to the contrary in this Price Agreement,the10.7
following paragraph shall be incorporated into any resulting Purchase Order:
Contractor and Authorized Purchaser shall provide DAS with written notice of any
dispute arising between those parties involving Price Agreement or Purchase Order
Contract performance issues,such as disputes concerning the provision of Services orcompliancewithspecifications,that those parties have been unable to resolve.
SECTION 11 :RESERVED
3037946 v 13 11
ATTACHMENT 1
C2598r1 Professional Credit Service Page 13 of 52
AIS ATTACHMENT 1, Page 13 of 52
SECTION 12:SPECIAL QUALIFICATIONS;NO
SUBCONTRACTS;SUCCESSORS AND ASSIGNMENTS
12.1 Special Qualifications;
12.1.1
Proposal No.DASPS-3153-19,a competitive,sealed procurement process,and was
awarded the opportunity to enter into this Agreement as a result of an evaluation that
Contractor possessed the special qualifications,experience,training,and integrity
desired by DAS and Authorized Purchasers.Contractor acknowledges that this
Agreement is entered into as a result of the special qualifications,experience,training,
and integrity of Contractor or,if Contractor is other than an individual,Contractor’s
Key Persons.Therefore,Contractor acknowledges and agrees that Contractor shall not
delegate to any third party,Contractor employee,agent,or subcontractor,any
performance of its powers and responsibilities it is required to provide under this
Agreement or any PO.Further,Contractor shall not enter into any subcontracts for any
of the Services required to be performed under this Agreement and shall not otherwise
assign,delegate,transfer any of Contractor’s rights or obligations under this Agreement.
12.1 .1.1 If Contractor is other than an individual ,Contractor understands and
agrees that the prohibition against the delegation and subcontracting of Services,and the
reasons for such prohibition,as set forth in Section 12.1.1 are applicable to Contractor’s
Key Person (s)identified in this section :
No Subcontracts.Contractor was a successful proposer under Request for
Contractor ’s Key Person (s)&Contact Information
Key Person #1
Name:Joseph R.Hawes
Key Person #2
Name:Jeffrey D.Johnson
Title:CEO Title:CCO
Phone:541 -335-2206 Phone:541 -335-2207
Email :Joe@ hawes.group Email:jeff @hawes.group
12.1 .2 Contractor may not assign,transfer or subcontract any of its rights under this
Agreement ,or delegate or subcontract any duties or obligations under this
Agreement,except with the prior written consent of DAS.All assignments,transfers
or subcontracting of rights are prohibited under this subsection,whether they are
voluntary or involuntary,by merger,consolidation,stock transfer,asset sale,change
in control ,dissolution,operation of law,or by any other manner.
12.1.3 Any purported assignment ,transfer,or subcontracting of rights or delegation
or subcontracting of duties or obligations in violation of this section is void.
12.1 .4 DAS’s consent given for any of the actions described in this Section 12.1 shall
not relieve Contractor of any of its duties or obligations under this Agreement.
12.1 .5 Successors and Assigns.The provisions of this Agreement and any and all
POs shall be binding upon and inure to the benefit of the parties,their respective
successors,and permitted assigns,if any.
12.1 .6 Each Authorized Purchaser reserves the right to require any successors,
assigns,or subcontractors to undergo a responsibility determination equivalent to that
3037946 vl 3 12
ATTACHMENT 1
C2598r1 Professional Credit Service Page 14 of 52
AIS ATTACHMENT 1, Page 14 of 52
which was a contingency of the award of this Price Agreement.
Section 13:Intellectual Property
13.1 DEFINITIONS.THE FOLLOWING TERMS HAVE THE MEANINGS SET FORTH
BELOW:
“Contractor Intellectual Property1'means any intellectual property owned by13.1.1
Contractor and developed independently from the Services provided pursuant to a
PO.
13.1 .2 “Third Part}'Intellectual Property1'means any intellectual property owned
by parties other than Agency or Contractor.
“Work Product"means every invention,discovery,work of authorship,13.1 .3
trade secret or other tangible or intangible item and all intellectual property rights
therein that is specifically made,conceived,discovered or reduced to practice by
Contractor (either alone or with others)pursuant to this Agreement,a PO.
13.2 Ownership of Certain Work Product.Work Product that is required to be delivered to
DAS or any other Agency as a deliverable (“Deliverable")as agreed to under a PO shall be the
exclusive property of Agency.Agency and Contractor agree that Deliverables which are
required to be delivered to and which are paid for by Agency shall be “work made for hire"of
which Agency is the author within the meaning of the United States Copyright Act.If for any
reason any such Deliverable(s)is not “work made for hire "Contractor irrevocably assigns to
Agency any and all of its rights,title,and interest in such Deliverable(s).Upon Agency’s
reasonable request.Contractor shall execute such further documents and instruments necessary
to fully vest such rights in Agency.
13.3 Contractor Intellectual Property.Contractor retains ownership of all Contractor
Intellectual Property that Contractor delivers to Agency pursuant to the Services performed
under this Agreement,a PO.Contractor shall be the owner of all Work Product that is not
“work made for hire"as identified in Section 13.2 above.Contractor grants Agency a license to
use any and all Contractor Intellectual Property incorporated into any Work Product.
13.4 Third Party Intellectual Property.In the event Contractor uses any Third Party
Intellectual Property/in performing the Services,Contractor shall obtain a license to use all such
Intellectual Property.Contractor shall also,in the event Contractor incorporates any Third
Party Intellectual Property into any Work Product,secure on Agency’s behalf,in the name of
Agency and subject to Agency's approval ,a license to all Third Party Intellectual Property that
Contractor incorporates into any Work Product.
13.5 Agency Intellectual Property;Data and Background Information.Agency owns all
Agency Intellectual Property and Agency data and background information provided to
Contractor pursuant to this Agreement and any PO.Agency grants Contractor a non-exclusive,
royalty-free,world -wide license to use,copy,display,distribute,transmit,and prepare
derivative works of Agency Intellectual Property and Agency data and background information
only to fulfill the purposes of this Agreement and any PO.Agency’s license to Contractor is
limited by the term of the applicable PO and the confidentiality obligations of this Agreement.
13.6 No Rights.Except as expressly set forth in this Agreement,nothing in this
Agreement or in any PO shall be construed as granting to or conferring upon Contractor
3037946 vl 3 13
ATTACHMENT 1
C2598r1 Professional Credit Service Page 15 of 52
AIS ATTACHMENT 1, Page 15 of 52
any right,title,or interest in any intellectual property that is now owned or subsequently
owned by Agency.Except as expressly set forth in this Agreement or a PO,nothing in
this Agreement shall be construed as granting to or conferring upon Agency any right,
title,or interest in any Contractor Intellectual Property that is now owned or subsequently
owned by Contractor .Neither DAS nor any other Agency grants Contractor the right to
use their respective trademarks,trade names,service marks,or other designations in any
promotion or publication without prior written consent.
SECTION 14:Contractor’s Representations and Warranties
Contractor represents and warrants to DAS and each Authorized Purchaser that:
14.1 Authority.Contractor has the power and authority,including the legal capacity,to enter into
and perform the Services required under this Agreement and the applicable PO;
14.2 Enforceability of POs.Each PO issued under this Agreement,when executed and delivered,
is a valid and binding obligation of Contractor enforceable in accordance with its terms;
14.3 No Violations.Contractor is not in violation of,charged with nor,to the best of Contractor’s
knowledge,under any investigation with respect to violation of,any provision of any federal ,
state or local law,ordinance,regulation,or any other requirement or order of any governmental
or regulatory body or court or arbitrator applicable to provision of the Services,and
Contractor’s provision of the Services shall not violate any such law,ordinance,regulation or
order;
14.4 Licenses.Contractor is duly licensed to perform the Services and shall maintain its
Iicense(s)throughout the term of this Agreement and all POs,and if there is no licensing
requirement for the performance of the profession or Services,is duly qualified and
professionally competent to perform the Services;
14.5 Professional Standards.Contractor has the skill and knowledge possessed by well -informed
members of its profession,industry,or trade and Contractor will apply that skill and knowledge
with care and diligence and perform all Services in a timely,professional manner in accordance
with the highest standards applicable to Contractor's profession,industry,or trade;
14.6 Intellectual Property.When used as authorized by this Agreement,no Work Product
infringes,nor will DAS’s or any other Authorized Purchaser’s use,duplication,or transfer of
the Work Product infringe,any copyright,patent,trade secret or other proprietary right of any
third party;and
14.7 Taxes.To the best of Contractor’s knowledge,after due inquiry,for a period of no fewer
than six (6)calendar years preceding the Effective Date,Contractor faithftilly has complied
with:
14.7.1 All tax laws of the State,including but not limited to ORS 305.620 and ORS
chapters 316,317,and 318;
14.7.2 Any tax provisions imposed by a political subdivision of the State that applied
to Contractor,to Contractor’s property,operations,receipts,or income,or to Contractor’s
performance of or compensation for any work performed by Contractor;
3037946v 13 14
ATTACHMENT 1
C2598r1 Professional Credit Service Page 16 of 52
AIS ATTACHMENT 1, Page 16 of 52
14.7.3 Any tax provisions imposed by a political subdivision of the State that applied
or apply to Contractor,or to goods,services,or property,whether tangible or intangible,
provided by Contractor.
14.8 Other Warranties.The warranties specified in this Section 14 are in addition to,and not
in lieu of,any other warranties provided .All warranties are cumulative and will be interpreted
broadly to give DAS and any other Authorized Purchaser the greatest warranty protection
available.
SECTION 15:Breach ;Remedies ;Termination
15.1 Breach by Contractor.Contractor breaches this Agreement if Contractor:
15.1 .1 Mas instituted against it insolvency,receivership or bankruptcy proceedings,
makes an assignment for the benefit of creditors,or ceases doing business on a regular
basis;
15.1 .2 No longer holds a license or certificate that is required for Contractor to
perform its obligations under this Agreement and Contactor has not obtained the
license or certificate within fourteen (14 )calendar days after DAS or any other
Authorized Purchaser,as applicable,delivers notice of breach to Contractor or a
longer period as DAS or the Authorized Purchaser may specify in the notice;
15.1.3 Commits any material breach of any covenant,warranty,obligation or
certification under this Agreement,fails to perform its obligations under this
Agreement or a PO within the time specified or any extension of that time,and
Contractor fails to cure,if curable,the breach within fourteen (14)calendar days after
DAS or the Authorized Purchaser delivers notice of breach to Contractor or a longer
period as DAS or the Authorized Purchaser,as applicable,may specify in the notice;
or
15.1.4 Breaches its obligations under Sections 8.3,10.2,10.3 to 10.6,12.1,or its
warranties in Section 14.5 or 14.7.
15.2 Remedies.
If Contactor is in breach of this Agreement DAS and any affected Authorized Purchaser shall
be entitled to recover for any and all damages suffered as the result of Contractor's breach.In
addition,at DAS’s and the Authorized Purchaser’s option,DAS and the Authorized Purchaser
shall have the right to pursue any or all other remedies DAS or the Authorized Purchaser may
have available at law or in equity,including,but not limited to any or all of the following:
DAS’s Termination of this Agreement under Section 15.3.3;15.2.1
15.2.2 DAS’s or the Authorized Purchaser’s termination of any PO to which it is a party;
If Contactor is in breach under Section 15.1.4,pursue and recover damages,15.2.3
including penalties on behalf of other political subdivisions of the State.
To the extent they are not inconsistent,these remedies are cumulative and are in addition to any
3037946 vl 3 15
ATTACHMENT 1
C2598r1 Professional Credit Service Page 17 of 52
AIS ATTACHMENT 1, Page 17 of 52
other remedies DAS or an Authorized Purchaser may have under a PO,and DAS or the
Authorized Purchaser may pursue any remedy or remedies singly,collectively,successively,or in
any order whatsoever.If it is determined for any reason that Contractor was not in breach under
Section 15.1 above,the rights and obligations of the parties shall be the same as if this Agreement
was terminated pursuant to Section 15.3.2 below.
Termination.15.3
This Agreement may be tenninated as follows:
The parties may terminate this Agreement at any time by mutual written consent.15.3.1
15.3.2 DAS may,at its sole discretion,terminate this Agreement,in whole or in pail,upon
30 days'notice to Contractor.
DAS may terminate this Agreement immediately upon written notice to Contractor,
or at such later date as it may establish in such notice,if Contractor breaches its obligations
under Section 12.1 or is in breach of the Agreement as set forth in Section 15.1.
15.3.3
15.3.4 DAS may terminate this Agreement immediately upon written notice to Contractor,
or at such later date as it may establish in such notice,if federal or state laws,regulations,or
guidelines are modified or interpreted in such a way that the purchase of the Services offered
by Contractor under this Agreement are prohibited.
Effect ofTermination .Upon receipt of written notice of termination,Contractor shall
stop performance under this Agreement as directed by DAS.POs executed prior to termination
of this Agreement may continue in effect,subject to the limits on PO extensions in Section 7.1.
All property of the State or of any affected Authorized Purchaser (or both )in the possession of
Contractor at the time of termination shall be returned to the State or the Authorized Purchaser,
as may be applicable,upon termination.
15.3.5
SECTION 16:INTENDED BENEFICIARIES
16.1 Agreement.DAS and Contractor are the only parties to this Agreement;however,
Authorized Purchasers are intended third party beneficiaries of this Agreement.DAS,
Contractor,and Authorized Purchasers are the only parties entitled to enforce the terms of this
Agreement.Nothing in this Agreement is intended to give,or shall be construed to give or
provide any benefit or right,whether directly or indirectly,to any third party (except
Authorized Purchasers as the only intended third party beneficiaries and only when an
Authorized Purchaser and Contractor have entered into a PO in connection with this
Agreement ).
16.2 RESERVED
16.3 Purchase Orders.An Authorized Purchaser and Contractor are the only parties to a
PO and are the only parties entitled to enforce its terms.Nothing in a PO gives,is intended to
give,or shall be construed to give or provide any benefit or right,whether directly or indirectly,
to third parties unless such third parties are individually identified by name in the PO and
expressly identified as an intended third -party beneficiary of the PO.
SECTION 17:FUNDS AVAILABLE AND AUTHORIZED PAYMENTS
3037946 v 13 16
ATTACHMENT 1
C2598r1 Professional Credit Service Page 18 of 52
AIS ATTACHMENT 1, Page 18 of 52
Except as provided otherwise in the applicable PO,Contractor shall be compensated for the
Services only by the Authorized Purchaser with whom Contractor enters into a PO.An
Authorized Purchaser will not enter into a PO unless it believes that it has,at the time of execution
of the PO,sufficient funds available and authorized for expenditure to finance the costs of the
Services within the Authorized Purchaser fcs biennial appropriation or limitation.Nevertheless,
Contractor understands and agrees that an Authorized Purchaser's payment of amounts under any
PO is contingent on the Authorized Purchaser receiving funding,appropriations,limitations,
allotments or other expenditure authority at levels sufficient to allow the Authorized Purchaser,in
the exercise of its reasonable administrative discretion,to make payments under the PO.
SECTION 18:RESERVED
INSURANCE AND INDEMNITYSECTION19:
Insurance.Contractor shall,at its own cost and expense,maintain insurance as set
forth in Exhibit D of this Agreement.
19.1
19.2 GENERAL INDEMNITY .CONTRACTOR SHALL DEFEND,SAVE,HOLD
HARMLESS,AND INDEMNIFY STATE,DAS,AUTHORIZED PURCHASERS,AND
THEIR AGENCIES,OFFICERS,DIRECTORS,AND EMPLOYEES,FROM AND
AGAINST ALL CLAIMS,SUITS,ACTIONS,LOSSES,DAMAGES,LIABILITIES,
STATUTORY PENALTIES,COSTS AND EXPENSES OF ANY NATURE
WHATSOEVER,INCLUDING PERSONAL INJURY,DEATH,DAMAGE TO REAL
PROPERTY AND DAMAGE TO TANGIBLE OR INTANGIBLE PERSONAL
PROPERTY,RESULTING FROM,ARISING OUT OF,OR RELATING TO THE
INTENTIONAL,RECKLESS OR NEGLIGENT ACTS OR OMISSIONS OF
CONTRACTOR OR ITS OFFICERS,EMPLOYEES,SUBCONTRACTORS,OR AGENTS
UNDER THIS AGREEMENT OR UNDER ANY PURCHASE ORDER ISSUED
HEREUNDER,INCLUDING:(I )ANY CLAIM THAT CONTRACTOR,A
SUBCONTRACTOR,OR CONTRACTOR’S STAFF OR A SUBCONTRACTOR’S STAFF
ARE EMPLOYEES OF THE STATE,DAS,OR ANOTHER AUTHORIZED PURCHASER
FOR ANY REASON ;AND (II )ANY CLAIM AGAINST THE STATE,DAS,OR
ANOTHER AUTHORIZED PURCHASER,WHICH ,IF TRUE,WOULD CONSTITUTE A
BREACH BY CONTRACTOR OF ANY OF THE REPRESENTATIONS,WARRANTIES,
OR COVENANTS SET FORTH IN THIS AGREEMENT OR IN ANY PURCHASE
ORDER (“CLAIM”).
19.3 INDEMNITY FOR INFRINGEMENT CLAIMS.WITHOUT LIMITING THE
GENERALITY OF SECTION 19.2,CONTRACTOR SHALL DEFEND,SAVE,HOLD
HARMLESS AND INDEMNIFY STATE,DAS,AUTHORIZED PURCHASERS,AND
THEIR AGENCIES,OFFICERS,DIRECTORS,AND EMPLOYEES,FROM AND
AGAINST ALL THIRD PARTY CLAIMS,SUITS,ACTIONS,LOSSES,DAMAGES,
LIABILITIES,STATUTORY PENALTIES,COSTS,AND EXPENSES ARISING OUT OF
OR RELATING TO ANY CLAIMS THAT THE WORK,THE WORK PRODUCT OR
ANY OTHER TANGIBLE OR INTANGIBLE ITEM DELIVERED UNDER THIS
AGREEMENT OR ANY PURCHASE ORDER BY CONTRACTOR THAT MAY BE THE
SUBJECT OF PROTECTION UNDER ANY STATE OR FEDERAL INTELLECTUAL
PROPERTY LAW OR DOCTRINE,OR PURCHASING ENTITY’S REASONABLE USE
THEREOF,INFRINGES ANY PATENT,COPYRIGHT,TRADE SECRET,
TRADEMARK ,TRADE DRESS,MASK WORK,UTILITY DESIGN,OR OTHER
PROPRIETARY RIGHT OF ANY THIRD PARTY (“INFRINGEMENT CLAIM”);
PROVIDED,THAT STATE SHALL PROVIDE CONTRACTOR WITH PROMPT
WRITTEN NOTICE OF ANY INFRINGEMENT CLAIM.
19.4 STATE SHALL REASONABLY COOPERATE IN GOOD FAITH,AT
3037946 v 13 17
ATTACHMENT 1
C2598r1 Professional Credit Service Page 19 of 52
AIS ATTACHMENT 1, Page 19 of 52
CONTRACTOR’S REASONABLE EXPENSE,IN THE DEFENSE OF CLAIMS AND
INFRINGEMENT CLAIMS,AND CONTRACTOR SHALL SELECT COUNSEL
REASONABLY ACCEPTABLE TO THE OREGON ATTORNEY GENERAL TO
DEFEND SUCH CLAIMS AND INFRINGEMENT CLAIMS AND SHALL BEAR ALL
COSTS OF SUCH COUNSEL.COUNSEL MUST ACCEPT APPOINTMENT AS A
SPECIAL ASSISTANT ATTORNEY GENERAL UNDER ORS CHAPTER 180 BEFORE
COUNSEL MAY ACT IN THE NAME OF,OR REPRESENT THE INTERESTS OF,
STATE,ITS AGENCIES,OFFICERS,EMPLOYEES,OR AGENTS.STATE,HOWEVER,
ACTING BY AND THROUGH ITS DEPARTMENT OF JUSTICE,MAY ASSUME ITS
OWN DEFENSE,INCLUDING THAT OF ITS OFFICERS,EMPLOYEES AND AGENTS,
AT ANY TIME WHEN IN THE STATE’S SOLE DISCRETION IT DETERMINES THAT:
(I )PROPOSED COUNSEL IS PROHIBITED FROM THE PARTICULAR
REPRESENTATION CONTEMPLATED;(II)COUNSEL IS NOT ADEQUATELY
DEFENDING OR ABLE TO DEFEND THE INTERESTS OF THE STATE,ITS
OFFICERS,EMPLOYEES OR AGENTS;(III )IMPORTANT GOVERNMENTAL
INTERESTS ARE AT STAKE;OR (IV )THE BEST INTERESTS OF THE STATE ARE
SERVED THEREBY.CONTRACTOR’S OBLIGATION TO PAY FOR ALL COSTS,
ATTORNEY FEES,AND EXPENSES SHALL INCLUDE THOSE INCURRED BY THE
STATE IN ASSUMING ITS OWN DEFENSE AND THAT OF ITS OFFICERS,
EMPLOYEES,OR AGENTS UNDER (I )AND (II )ABOVE.SUBJECT TO THE
LIMITATIONS NOTED ABOVE,CONTRACTOR MAY DEFEND SUCH CLAIMS AND
INFRINGEMENT CLAIMS WITH COUNSEL OF ITS OWN CHOOSING PROVIDED
THAT NO SETTLEMENT OR COMPROMISE OF ANY SUCII CLAIMS OR
INFRINGEMENT CLAIMS SHALL OCCUR WITHOUT THE CONSENT OF STATE,
WHICH CONSENT SHALL NOT UNREASONABLY BE WITHHELD,CONDITIONED,
OR DELAYED.
19.5 CONTROL OF DEFENSE AND SETTLEMENT FOR CLAIMS AGAINST
ORCPP MEMBERS.IN THE EVENT A CLAIM ARISES UNDER ANY PURCHASE
ORDER ENTERED INTO BY CONTRACTOR AND AN ORCPP MEMBER THAT IS
NOT A STATE AGENCY,THIS SECTION SHALL CONTROL OVER SECTION 19.4
ABOVE.IN ANY SUCH CASES,CONTRACTOR SHALL HAVE CONTROL OF THE
DEFENSE AND SETTLEMENT OF ANY CLAIM THAT IS SUBJECT TO
INDEMNIFICATION UNDER THIS SECTION 19;HOWEVER,NEITHER
CONTRACTOR NOR ANY ATTORNEY ENGAGED BY CONTRACTOR SHALL
DEFEND THE CLAIM IN THE NAME OF THE ORCPP MEMBER,NOR PURPORT TO
ACT AS LEGAL REPRESENTATIVE OF THE ORCPP MEMBER,WITHOUT FIRST
RECEIVING PRIOR WRITTEN CONSENT FROM SUCH MEMBER,NOR SHALL
CONTRACTOR SETTLE ANY CLAIM ON BEHALF OF SUCH ORCPP MEMBER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE REPRESENTATIVE OF THE
ORCPP MEMBER AUTHORIZED TO PROVIDE SUCH CONSENT.THE ORCPP
MEMBER MAY,AT ITS ELECTION ,ASSUME ITS OWN DEFENSE AND
SETTLEMENT IF THE MEMBER DETERMINES THAT:(I )CONTRACTOR IS
PROHIBITED FROM DEFENDING THE ORCPP MEMBER,(II )CONTRACTOR IS NOT
ADEQUATELY DEFENDING THE ORCPP MEMBER’S INTERESTS,OR (III )AN
IMPORTANT PRINCIPLE IS AT ISSUE AND THE ORCPP MEMBER DESIRES TO
ASSUME ITS OWN DEFENSE.IN THE EVENT THE ORCPP MEMBER ASSUMES ITS
OWN DEFENSE UNDER (I )OR (II ),IT SHALL BE AT CONTRACTOR’S EXPENSE.
SECTION 20:RECORDS MAINTENANCE;ACCESS
Contractor shall maintain all financial records relating to this Agreement and all POs in
accordance with generally accepted accounting principles.In addition,Contractor shall
maintain any other records,including books,documents,papers,plans,records of shipments
and payments and writings of Contractor that are pertinent to this Agreement or any PO in such
a manner as to clearly document Contractor's performance.All financial records and all other
records are “Records.”Contractor shall permit State,DAS,any Authorized Purchaser,the
3037946 vl 3 18
ATTACHMENT 1
C2598r1 Professional Credit Service Page 20 of 52
AIS ATTACHMENT 1, Page 20 of 52
Oregon Secretary of State's Office,the federal government,and their duly authorized
representatives to have access to the Records,whether in paper,electronic or other form,to
perform examinations and audits and make copies,excerpts and transcripts,except to the extent
that such Records are confidential under state or federal law.Contractor shall retain and keep
accessible all Records for a minimum of six (6)years,or such longer period as may be required
by applicable law,following both (i )the final payment under the last PO entered into and (b)
the expiration or tennination of the Agreement,or until the conclusion of any audit,
controversy or litigation arising out of or related to the Agreement or any PO,whichever date is
later.
SECTION 21:FOREIGN CONTRACTOR
If Contractor is not domiciled in or registered to do business in the State of Oregon,Contractor
shall promptly provide to the Oregon Department of Revenue and the Secretary of State
Corporation Division all information required by those entities relative to this Agreement and
the applicable PO.Contractor shall demonstrate its legal capacity to perform the Services under
this Contract and any PO in the State of Oregon before entering into this Agreement .
SECTION 22:DISCLOSURE OF SOCIAL SECURITY NUMBER
Contractor shall provide Contractor's Social Security number to DAS upon execution of this
Agreement and to the Authorized Purchaser upon execution of a PO unless Contractor provides
a federal tax identification number.This number is requested pursuant to ORS 305.385,OAR
125-246-0330(2),and OAR 150-305-0010.Social Security numbers provided pursuant to this
authority will be used for the administration of state,federal,and local tax laws.
SECTION 23:FORCE MAJEURE
DAS,Authorized Purchasers,and Contractor will not be liable for any delays or failures in
performance due to riot,acts of political sabotage,war,fire,earthquakes,tsunamis,or other
similar natural disasters beyond the reasonable control of DAS,the respective Authorized
Purchaser,or Contractor.Each party shall ,however,make all reasonable efforts to remove or
eliminate such a cause of delay or default and shall,upon the cessation of the cause,diligently
pursue performance of its obligations under this Agreement and any PO.
Flowever,DAS may terminate this Agreement upon written notice to Contractor after
reasonably determining that such delay or default will likely prevent successful performance of
this Agreement.An Authorized Purchaser may terminate a PO formed under this Agreement
after reasonably determining that such delay or default will likely prevent successful
performance of the Contract formed by the PO.
SECTION 24:SURVIVAL
All rights and obligations shall cease upon termination or expiration of this Agreement except
those rights and obligations which expressly or by their nature survive termination of this
Agreement,including,without limitation,Sections 4 to 8,12 to 15,19,20,and 24 to 31 .All
rights and obligations under a PO shall cease upon tennination or expiration thereof except
those rights and obligations which expressly or by their nature survive termination of such PO
including,without limitation,those sections relating to warranties and liabilities,independent
contractor status,taxes and withholdings,not-to-exceed compensation,Contractor’s duties of
confidentiality,ownership and license of intellectual property and Deliverables,remedies,order
of precedence,third party beneficiaries,waiver,integration,and certifications.
3037946V 13 19
ATTACHMENT 1
C2598r1 Professional Credit Service Page 21 of 52
AIS ATTACHMENT 1, Page 21 of 52
SECTION 25:NOTICE
Except as otherwise expressly provided in the applicable PO,any communications between
Contractor and DAS or notices to be given under this Agreement shall be given in writing by
email,personal delivery,US mail,or parcel carrier to Contractor or DAS at the address,
number or email address set forth in this Agreement in the signature blocks below,the
applicable PO,or both,or to such other addresses or numbers as the parties may indicate in
writing to the others pursuant to this section .Any communication or notice so addressed shall
be deemed received as follows:(i )via US Mail -five (5 )calendar days after the date of the
postmark,(ii )via parcel carrier -48 hours after placing the Notice with such carrier,(iii )via
hand delivery -when actually delivered to the physical address,and (iv )via email -upon
receipt of auto-delivery notice from the recipients email program when followed up by a
confirmation telephone call by the party providing Notice.
SECTION 26:SEVERABILITY
The parties agree that if any term or provision of this Agreement or any PO is declared by a
court of competent jurisdiction to be illegal or in conflict with any law,the validity of the
remaining terms and provisions shall not be affected,and the rights and obligations of the
parties shall be construed and enforced as if,respectively,this Agreement,the PO did not
contain the particular term or provision held to be invalid .In such event,the parties intend that
the conflict not invalidate the other provisions of this Agreement or of any PO,and the parties
shall negotiate in good faith to agree on replacement language for the offending term or
provision that will be consistent with the purposes of this Agreement and of any PO.
SECTION 27:COUNTERPARTS
This Agreement may be executed in several counterparts,all of which when taken together
shall constitute one agreement binding on all parties,notwithstanding that all parties are not
signatories to the same counterpart .Each copy of this Agreement so executed shall constitute
an original.
SECTION 28:GOVERNING LAW,VENUE.CONSENT TO JURISDICTION
This Agreement,and each PO established under this Agreement,shall be governed by,and
shall be construed and enforced in accordance with,the laws of the State of Oregon without
regard to principles of conflicts of law.
28.1 State Venue;Consent to Jurisdiction.Any claim,action,suit or proceeding
(collectively,“Claim”)between an Authorized Purchaser that is an agency of the State of
Oregon and Contractor that arises from or relates to this Agreement or any Purchase Order
entered into under this Agreement shall be brought and conducted solely and exclusively
within the Circuit Court of the State of Oregon for Marion County.It is provided,however,
that if a Claim must,as mandated by federal law,be brought in a federal forum,then unless
otherwise prohibited by law it shall be brought and conducted solely and exclusively within the
United States District Court for the District of Oregon.CONTRACTOR HEREBY
CONSENTS TO THE IN PERSONAM JURISDICTION OF SUCH COURTS,WAIVES
ANY OBJECTION TO VENUE IN SUCH COURTS,AND WAIVES ANY CLAIM THAT
SUCH FORUM IS AN INCONVENIENT FORUM.Nothing herein may be construed as a
waiver of the State's sovereign or governmental immunity,whether deri \ed from the Eleventh
Amendment to the United States Constitution or otherwise,or of any defenses to Claims or
jurisdiction based thereon.
3037946v 13 20
ATTACHMENT 1
C2598r1 Professional Credit Service Page 22 of 52
AIS ATTACHMENT 1, Page 22 of 52
ORCPP Venue;Consent to Jurisdiction.Any Claims between Contractor and an
Authorized Purchaser other than an agency of the State of Oregon that arise from or relate to
this Agreement or any Purchase Order entered into under this Agreement shall be brought and
conducted solely and exclusively within the Circuit Court of the county in which such
Authorized Purchaser resides,or at the Authorized Purchaser’s option,within such other
county as the Authorized Purchaser is entitled under the laws of the relevant jurisdiction to
bring or defend Claims.It is provided,however,that if a Claim must,as mandated by federal
law,be brought in a federal forum,then unless otherwise prohibited by law it shall be brought
and conducted solely and exclusively within the United States District Court for the District in
which such ORCPP Authorized Purchaser resides.CONTRACTOR HEREBY CONSENTS
TO THE IN PERSONAM JURISDICTION OF SAID COURTS,WAIVES ANY
OBJECTION TO VENUE IN SUCH COURT'S,AND WAIVES ANY CLAIM THAT SUCH
FORUM IS AN INCONVENIENT FORUM .Nothing herein shall be construed as a waiver of
an Authorized Purchaser’s sovereign or governmental immunity,if any,whether derived from
the Eleventh Amendment to the United States Constitution or otherwise,or of any defenses to
Claims or jurisdiction based thereon.
28.2
SECTION 29:MERGER CLAUSE;WAIVER
This Agreement constitutes the entire agreement between the parties on the subject matter
hereof.There are no understandings,agreements,or representations,oral or written,not
specified herein regarding the subject matter of this Agreement .No waiver,consent,
modification or change of terms of this Agreement or any PO shall bind the parties unless
agreed to in an amendment made in accordance with Section 7.4 above.Such waiver,consent,
modification or change,if made,shall be effective only in the specific instance and for the
specific purpose given.The failure of DAS or any Authorized Purchaser to enforce any
provision of this Agreement or any PO shall not constitute a waiver by DAS or the Authorized
Purchaser of that or any other provision .
SECTION 30:MEDIATION
If the parties to an PO become involved in a dispute regarding any of the terms,conditions,
performance,or any obligations under the PO,the parties shall submit to mediation prior to the
commencement of litigation to enforce the PO.The mediator shall be an individual mutually
acceptable to the parties,but in the absence of agreement,each party shall select a temporary
mediator,and the temporary mediators shall jointly select the pennanent mediator.Each party
agrees to pay its own costs for the time and effort involved in mediation and split equally the
cost of the temporary mediators,if any,and the mediator.Both parties agree to exercise best
efforts and act in good faith to resolve all disputes in mediation.The parties shall mutually
agree on the schedule and time allowed for mediation.The parties shall comply with statutes
and administrative rules governing the confidentiality of mediation,if any.
SECTION 31 :TAX CERTIFICATION
The individual signing on behalf of Contractor hereby certifies and swears under penalty of
perjury to the best of the individual’s knowledge that:
Not Subject to Backup Withholding.Contractor is not subject to backup withholding
because (a)Contractor is exempt from backup withholding,(b)Contractor has not been
notified by the IRS that Contractor is subject to backup withholding as a result of a failure to
report all interest or dividends,or (c )the IRS has notified Contractor that Contractor is no
longer subject to backup withholding;
31.1
Authorized to Act .The individual signing on behalf of Contractor is authorized to act3L2
3037946 v 13 21
ATTACHMENT 1
C2598r1 Professional Credit Service Page 23 of 52
AIS ATTACHMENT 1, Page 23 of 52
Timothy Jenks State Procurement Analyst
April 1, 2020
on Contractor’s behalf,has authority and knowledge regarding Contractor's payment of taxes,and to the best of the signatory’s knowledge,Contractor is not in violation of any Oregon taxlaws,including,without limitation,those tax laws listed in ORS 305.380(4),namely ORSChapters118,314,316,317,318,320,321 and 323 and Sections 10 to 20,Chapter 533,Oregon Laws 1981,as amended by Chapter 16,Oregon Laws 1982 (first special session);andanylocaltaxesadministeredbytheOregonDepartmentofRevenueunderORS305.620;
Independent Contractor.Contractor is an independent contractor as defined in ORS31.3
670.600;and
31.4 Tax ID Accurate.The Contractor tax identification numbers provided to DAS aretrueandaccurate.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT.
Printed Name:Joseph R.Hawes
CONTRACTOR
Authorized Signature:Date:March 18,2020
Title:Chief Executive Officer
Legal Entity Name:Ray Klein,Inc.
(tax tiling )
Business Name:Professional Credit Service
Address:400 International Way,Springfield,OR 97477
Citizenship:
(if applicable )Non-resident alien Yes ^No
0 Professional Corporation Partnership Limited PartnershipLimitedLiabilityCompanyLimitedLiabilityPartnership(check one)Q $0IC proprietorship Other
Business Designation :
Contractor Notices Contact
Notices Contact Name:Wade C.Isbell
Title:General Council
Address:400 International Way,Springfield ,OR 97477
Email Address:wisbell @professionalcredit.com
Phone Number:541 -335-2159
DAS PROCUREMENT SERVICES
Authorized Signature:/Date:
Printed Name:Title:
DAS Notices Contact
Notices Contact Name:Timothy Jenks
Title:State Procurement Analyst
Address:1225 Ferry St SE Salem OR 97301
Email Address:Tim.jenks@Qregon.gov
Phone Number:503-378-4778
OREGON DEPARTMENT OF JUSTICE (Legal Sufficiency Approval )
3037946 v 13 22
ATTACHMENT 1
C2598r1 Professional Credit Service Page 24 of 52
AIS ATTACHMENT 1, Page 24 of 52
Approved by EmailAuthorizedSignature:Date:
Printed Name:Title:Assistant Attorney General
Email Approval :
(addressee,date and time )
3037946 v 13 23
ATTACHMENT 1
C2598r1 Professional Credit Service Page 25 of 52
AIS ATTACHMENT 1, Page 25 of 52
Exhibit A
Services
[Debt Collection Services]
The pricing for this Agreement is a percentage (Contingency fee)of the amount collected
for the following:
Contingency Fee for 1st Placement Accounts *Accounts that have not been
referred to a private collection firm previously by the Authorized Purchaser.-17.5%
1.
Contingency Fee for all other placements-Accounts that have previously been
referred to a private collection firm by the Authorized Purchaser.-17.5%
2 .
Contingency Fee for payments resulting from garnishments where the Contractor
identified the source and requested the Authorized Purchaser to issue the garnishment
(Exhibit E-Section 4.12).-12.5%
j.
Additional services offered to Authorized Purchasers.Pricing must include
method of billing (per hour,per unit ).N/A
4.
3037946 vl 3 24
ATTACHMENT 1
C2598r1 Professional Credit Service Page 26 of 52
AIS ATTACHMENT 1, Page 26 of 52
RFP DASPS-3153-19 -Accounts Receivable Management /Debt Collection AttA
iExhibitB
PURCHASE ORDER
(PO)NO.PAGE #STATE OF OREGON
Authorized Purchaser’s Authorized Representative Purchase Order Date Requisition No.
Contractor Name and Address Authorized Purchaser’s Invoicing Address
Contractor FEIN Price Agreement number Authorized Purchaser’s Authorized Representative
Email Address
Deliver to Address Authorized Purchaser’s Authorized Representative
Phone and Fax Number
Delivery Schedule or Delivery Date
Description (Juantit )Item l i /M Unit Price Net Price
Sub Total
Freight
Total
This Purchase Order,in addition to any exhibits or addenda attached ,is placed against State of Oregon
and Price Agreement
purchase and take precedence over all other conflicting terms and conditions,express or implied .There are no understandings,
agreements or representations,oral or written,not specified herein .
Solicitation #.The terms and conditions contained in the Price Agreement apply to this
Agency’s Authorized Representative to Make Purchase Date
Update July 31 ,2019 from the March 29,2012 Version
ATTACHMENT 1
C2598r1 Professional Credit Service Page 27 of 52
AIS ATTACHMENT 1, Page 27 of 52
Exhibit C
Volume Sales Report (VSR)1)
Contractor shall submit a Volume Sales Report (VSR )to Department of Administrative Services,
Procurement Services (DASPS)no later than thirty (30)calendar days after the end of each calendar
quarter.Calendar quarters end March 31 ,June 30,September 30,and December 31.
1 .
2.Contractor shall not reflect the Vendor Collected Administrative Fees (VCAF)as a separate line item
charge to Authorized Purchasers.
3.The VSR must contain:
a)Complete and accurate details of all receipts (for both sales and refunds)for the reported
period ;
b)The information identified in DASPS document titled Volume Sales Report Template.This
document should be supplied by the DASPS Contract Administrator at time of execution.
c)Such other information as DASPS may reasonably request.Contractor shall send a VSR to
DASPS each quarter,whether or not there are sales.When no sales have been recorded for
the quarter a report must be submitted stating ktNo Sales for the Quarter.”This report may
be sent by e-mail without any attachment provided the subject title clearly identifies
Contractor’s company name,the relevant Price Agreement Number,and the reporting
period for the VSR.
4.Contractor shall provide the VSR in MS Excel (.xls,.xlsx)format and in spreadsheet form.The VSR
must be submitted by e-mail unless the size of the file precludes transmission by email.VSR may be
submitted by CD if the file precludes transmission by email.Delivered print outs of VSRs or faxed
VSRs are not acceptable.Approval from the Contract Administrator must be obtained for deviations
from these requirements.
5.Contractor shall submit the first VSR to the DASPS Contract Administrator for review and approval .
The approved first VSR and subsequent VSRs must be submitted to
VCAF .REPORTlNGfgOREGQN .GOV .The Contract Administrator’s receipt or acceptance of any
of the VSRs furnished pursuant to the Price Agreement shall not preclude DASPS from challenging
the validity thereof at any time.
6 .Procurement Services reserves the right to terminate the Price Agreement if VSRs are not received as
scheduled or in the prescribed format.
Vendor Collected Administrative Fee (VCAF)
The Department of Administrative Services (DAS)will invoice the Contractor based on the approved
VSR .Within 30 days from the date of invoice receipt,the Contractor shall remit payment to DAS to
the “remit to”address listed on the invoice.
1.
2.Contractor shall not reflect the VCAF as a separate Quote,PO or Invoice line item charge to
Authorized Purchasers.
3.Contractor shall keep records showing the sales of Goods pursuant to the Agreement in sufficient
detail to enable DASPS to determine the VCAF payable by Contractor and further agrees to permit
its books and records to be examined from time to time to the extent necessary to verify the Volume
Sales Reports.Such examination is to be made at the expense of DASPS by any auditor appointed
by DASPS who is reasonably acceptable to Contractor,or,at the option and expense of Contractor,
3037946v 13 26
ATTACHMENT 1
C2598r1 Professional Credit Service Page 28 of 52
AIS ATTACHMENT 1, Page 28 of 52
by a certified public accountant appointed by Contractor.
4.In the event that such examination reveals underpayment of the VCAF,Contractor shall immediately
pay to DASPS the amount of deficiency,together with any interest owed.If the examination reveals
an underpayment of 5%or more,Contractor shall reimburse DASPS for the cost of the audit .
5.The VCAF is a charge generally equal to 2%(Two Percent )of Contractor’s gross total sales,less any
credits or refunds,made to Authorized Purchasers during the calendar quarter.In some instances,due
to market conditions,the VCAF may vary from the 2%(Two Percent )standard .In all instances,the
contract will clearly state the rates of the applicable VCAF.
6.If VCAF is not paid by the invoice due date,the past due balance may accrue interest at a rate of 18%
per annum until such past due amount has been paid in full.In addition,the account balance will be
assigned to the Oregon Department of Revenue,and subsequently a private collection firm,for
collection as required by Oregon Revised Statute 293.231 .At that time,you will also become
responsible for the payment of an additional collection fee of up to 35.14%percent of the amount
you owe.This additional percentage will apply to any increase in the amount you owe due to the
accrual of interest on the unpaid principal amount.DASPS'right to interest on late payments shall
not preclude DASPS from exercising any of its other rights or remedies pursuant to the Price
Agreement or otherwise with regards to Contractor's failure to make timely remittances.
7.Contractor shall make VCAF payments by Automated Clearing House (ACH )transactions.
8.ACH Credit transactions will be initiated by Contractor to initiate transfer of funds from a bank
account of Contractor’s choosing to the bank for DASPS after Contractor receives from Department
of Administrative Services Shared Financial Services (DAS SFS)a completed authorization
agreement for ACH Credits.These payment transactions will be processed upon receipt of invoice
from DAS SFS.Contractor shall comply with DAS SFS’s reasonable instructions to facilitate this
method of payment as noted with the receipt of the first invoice email.
In the event ACH is not available as a means of invoice payment,the Contractor may remit in the
form of a check .The check MUST reference the PS invoice number.Payments must be mailed to:
DAS-SFS-Cashier
155 Cottage STNE
Salem,OR 97301
3037946 vl 3 27
ATTACHMENT 1
C2598r1 Professional Credit Service Page 29 of 52
AIS ATTACHMENT 1, Page 29 of 52
Exhibit D
INSURANCE REQUIREMENTS
1 INSURANCE REQUIREMENTS:
Contractor shall obtain at Contractor’s expense the insurance specified in this Exhibit D prior
to performing under this Price Agreement and shall maintain it in full force and at its own
expense throughout the duration of this Price Agreement,as required by any extended
reporting period or tail coverage requirements,and all warranty periods that apply.
Contractor shall obtain the following insurance from insurance companies or entities that are
authorized to transact the business of insurance and issue coverage in the State of Oregon and
that are acceptable to DAS.Coverage shall be primary and non -contributory with any other
insurance and self-insurance,with the exception of Professional Liability and Workers’
Compensation.Contractor shall pay for all deductibles,self-insured retention and self-
insurance,if any.
WORKERS’COMPENSATION &EMPLOYERS’LIABILITY
All employers,including Contractor,that employ subject workers,as defined in ORS
656.027,shall comply with ORS 656.017 and provide workers'compensation insurance
coverage for those workers,unless they meet the requirement for an exemption under ORS
656.126 (2).Contractor shall require and ensure that each of its subcontractors complies with
these requirements.If Contractor is a subject employer,as defined in ORS 656.023,
Contractor shall also obtain employers'liability insurance coverage with limits not less than
S500,000 each accident.If Contractor is an employer subject to any other state’s workers’
compensation law,Contactor shall provide workers'compensation insurance coverage for its
employees as required by applicable workers'compensation laws including employers’
liability insurance coverage with limits not less than S500,000 and shall require and ensure
that each of its out-of-state subcontractors complies with these requirements.
COMMERCIAL GENERAL LIABILITY:
Required Q Not required
Commercial General Liability Insurance covering bodily injury and property damage in a
form and with coverage that are satisfactory to DAS.This insurance shall include personal
and advertising injury liability,products and completed operations,contractual liability
coverage for the indemnity provided under this Price Agreement ,and have no limitation of
coverage to designated premises,project or operation.Coverage shall be written on an
occurrence basis in an amount of not less than S2,000,000 per occurrence.Annual aggregate
limit shall not be less than S2.000.000.
AUTOMOBILE LIABILITY INSURANCE:1X1 Required Q Not required
Automobile Liability Insurance covering Contractor 's business use including coverage for all
owned ,non -owned ,or hired vehicles with a combined single limit of not less than
S2,000,000 for bodily injury and property damage.This coverage may be written in
combination with the Commercial General Liability Insurance (with separate limits for
3037946 v 13 28
ATTACHMENT 1
C2598r1 Professional Credit Service Page 30 of 52
AIS ATTACHMENT 1, Page 30 of 52
Commercial General Liability and Automobile Liability),
liability insurance coverage may be acceptable if evidence that the policy includes a business
use endorsement is provided .
Use of personal automobile
PROFESSIONAL LIABILITY :1X1 Required Q Not required
Professional Liability insurance covering any damages caused by an error,omission or any
negligent acts related to the services to be provided under this Price Agreement by the
Contractor and Contractor’s subcontractors,agents,officers or employees in an amount not
less than S2,000,000 per claim.Annual aggregate limit shall not be less than S2,000,000.If
coverage is on a claims made basis,then either an extended reporting period of not less than
24 months shall be included in the Professional Liability insurance coverage,or the
Contractor shall provide Tail Coverage as stated below.
NETWORK SECURITY AND PRIVACY LIABILITY:1X1 Required Q Not required
Contractor shall provide network security and privacy liability insurance for the duration of
the contract and for the period of time in which Contractor (or its Business Associates or
subcontractor (s))maintains,possesses,stores or has access to agency or client data,
whichever is longer,with a combined single limit of no less than 52,000,000 per claim or
incident.This insurance shall include coverage for third party claims and for losses,thefts,
unauthorized disclosures,access or use of agency or client data (which may include,but is
not limited to.Personally Identifiable Information ("PII ”),Payment Card Data and Protected
Health Information (“PHI”))in any format ,including coverage for accidental loss,theft,
unauthorized disclosure access or use of agency data.
POLLUTION LIABILITY:n Required |X1 Not required
Pollution Liability Insurance covering Contractor’s or appropriate subcontractor’s liability
for bodily injury,property damage and environmental damage resulting from sudden
accidental and gradual pollution and related cleanup costs incurred by Contractor,all arising
out of the Goods delivered or Services (including transportation risk )performed under this
Price Agreement is required .Combined single limit per occurrence shall not be less than
Annual aggregate limit shall not be less than$
$
An endorsement to the Commercial General Liability or Automobile Liability policy,
covering Contractor’s or subcontractor'liability for bodily injury,property damage and
environmental damage resulting from sudden accidental and gradual pollution and related
clean -up cost incurred by the Contractor that arise from the Goods delivered or Services
(including transportation risk )performed by Contractor under this Price Agreement is also
acceptable.
3037946 vl 3 29
ATTACHMENT 1
C2598r1 Professional Credit Service Page 31 of 52
AIS ATTACHMENT 1, Page 31 of 52
EXCESS/UMBRELLA INSURANCE:
A combination of primary and excess/umbrella insurance may be used to meet the required
limits of insurance.
ADDITIONAL INSURED:
All liability insurance,except for Workers'Compensation,Professional Liability,and
Network Security and Privacy Liability (if applicable),required under this Price Agreement
must include an additional insured endorsement specifying the State of Oregon,its officers,
employees and agents as Additional Insureds,including additional insured status with respect
to liability arising out of ongoing operations and completed operations,but only with respect
to Contractor's activities to be performed under this Price Agreement.Coverage shall be
primary and non-contributory with any other insurance and self-insurance.The Additional
Insured endorsement with respect to liability arising out of your ongoing operations must be
on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with
respect to completed operations must be on ISO form CG 20 37 04 13 or equivalent.
WAIVER OF SUBROGATION :
Contractor shall waive rights of subrogation which Contractor or any insurer of Contractor
may acquire against DAS or the State of Oregon by virtue of the payment of any loss.
Contractor will obtain any endorsement that may be necessary to affect this waiver of
subrogation ,but this provision applies regardless of whether or not DAS has received a
waiver of subrogation endorsement from the Contractor or the Contractor’s insurer(s).
TAIL COVERAGE:
If any of the required insurance is on a claims made basis and does not include an extended
reporting period of at least 24 months.Contractor shall maintain either tail coverage or
continuous claims made liability coverage,provided the effective date of the continuous
claims made coverage is on or before the effective date of this Price Agreement,for a
minimum of 24 months following the later of (i )Contractor 's completion and DAS’
acceptance of all Services required under this Price Agreement,or,(ii)DAS or Contractor
termination of this Price Agreement,or,iii )the expiration of all warranty periods provided
under this Price Agreement.
CERTIFICATE(S)AND PROOF OF INSURANCE:
Contractor shall provide to DAS Certificate (s)of Insurance for all required insurance before
delivering any Goods and performing any Services required under this Price Agreement .The
Certificate(s)shall list the State of Oregon,its officers,employees and agents as a Certificate
holder and as an endorsed Additional Insured .The Certificate(s)shall also include all
required endorsements or copies of the applicable policy language effecting coverage
required by this Price Agreement .If excess/umbrella insurance is used to meet the minimum
insurance requirement,the Certificate of Insurance must include a list of all policies that fall
under the excess/umbrella insurance.As proof of insurance,DAS has the right to request
copies of insurance policies and endorsements relating to the insurance requirements in this
Contract.
NOTICE OF CHANGE OR CANCELLATION:
3037946 v 13 30
ATTACHMENT 1
C2598r1 Professional Credit Service Page 32 of 52
AIS ATTACHMENT 1, Page 32 of 52
Contractor or its insurer must provide at least 30 days’written notice to DAS before
cancellation of,material change to,potential exhaustion of aggregate limits of,or non-
renewal of the required insurance coverage(s).
INSURANCE REQUIREMENT REVIEW:
Contractor agrees to periodic review of insurance requirements by DAS under this agreement
and to provide updated requirements as mutually agreed upon by Contractor and DAS.
STATE ACCEPTANCE:
All insurance providers are subject to DAS acceptance.If requested by DAS,Contractor
shall provide complete copies of insurance policies,endorsements,self-insurance documents,
and related insurance documents to DAS’representatives responsible for verification of the
insurance coverages required under this Exhibit 10.
Additional Coverages That May Apply:
DIRECTORS,OFFICERS AND ORGANIZATION LIABILITY:I I Required [X]Not required
Directors,Officers and Organization insurance covering the Contractor’s Organization ,
Directors,Officers,and Trustees actual or alleged errors,omissions,negligent,or wrongful
acts,including improper governance,employment practices and Financial oversight -
including improper oversight and /or use of use of grant funds and donor contributions which
includes state or federal funds -with a combined single limit of no less than
per claim.$
CRIME PROTECTION COVERAGE:EMPLOYEE DISHONESTY or FIDELITY
BOND
I I Required [>3 Not required
Third party Employee Dishonesty or Fidelity Bond coverages for loss of state-owned
property by dishonest acts of an employee of the Contractor.Coverage limits shall not be
less than $
PHYSICAL ABUSE AND MOLESTATION INSURANCE COVERAGE:I I Required [3 Not required
Abuse and Molestation Insurance in a form and with coverage that are satisfactory to DAS
covering damages arising out of actual or threatened physical abuse,mental injury,sexual
molestation ,negligent :hiring,employment,supervision,investigation,reporting to proper
authorities,and retention of any person for whom the Contractor is responsible including but
not limited to Contractor and Contractor 's employees and volunteers .Policy endorsement’s
definition of an insured shall include the Contractor,and the Contractor’s employees and
volunteers.Coverage shall be written on an occurrence basis in an amount of not less than
per occurrence.Any annual aggregate limit shall not be less than.Coverage can be provided by a separate policy or as an
endorsement to the commercial general liability or professional liability policies.The limits
shall be exclusive to this required coverage.Incidents related to or arising out of physical
abuse,mental injury,or sexual molestation,whether committed by one or more individuals,
$
$
3037946 vl 3 31
ATTACHMENT 1
C2598r1 Professional Credit Service Page 33 of 52
AIS ATTACHMENT 1, Page 33 of 52
and irrespective of the number of incidents or injuries or the time period or area over which
the incidents or injuries occur,shall be treated as a separate occurrence for each victim .
Coverage shall include the cost of defense and the cost of defense shall be provided outside
the coverage limit .
(DRONE)/UNMANNED AIRCRAFT SYSTEMS /UNMANEED AERIAL VEHICLE
LIABILITY:
I I Required ^Not required
Drone Liability Insurance covering bodily injury ,property damage,and personal and
advertising injury caused by owned and non-owned drones including the drone’s payload
and /or dispensable loads in a form and with coverage that are satisfactory to DAS.This
insurance shall include premises liability,products and completed operations,contractual
liability coverage for the indemnity provided under this contract,and have no limitation of
coverage to designated premises,project,operation or territory of operation .Coverage shall
be written on an occurrence basis in a combined single limit amount of not less than
per occurrence.$
AIRCRAFT LIABILITY
I I Required £<]Not required
Aircraft Liability Insurance with a combined single limit for bodily injury and property damage
liability including passengers (if carrying passengers other than crew members)of not less than
per occurrence/aggregate.$
AIR CARGO LIABILITY INSURANCE
I I Required ^Not required
Air cargo insurance covering loss of cargo in transit during the performance of this Price
Agreement.Combined single limit per occurrence shall not be less than $
per occurrence.
AIRCRAFT AERIAL APPLICATION LIABILITY
I I Required [X]Not required
Aircraft Aerial Application Liability Insurance covering claims arising from spraying
combined single limitoperations.Coverage shall not be less than $
(alternate language if combined single limit cannot be provided :$
and $
per person
for propertyperoccurrenceforbodilyinjuryand$
damage ).This insurance requirement can also be met with an endorsement to the Aircraft
Liability coverage.
MOTOR CARRIER CARGO LIABILITY
I I Required [>^Not required
Motor Truck Cargo Liability Insurance covering loss to cargo in transit during the performance
of this Price Agreement.This coverage may be written in combination with the Commercial
General Liability Insurance (with separate limits ).Combined single limit per occurrence shall
not be less than $
3037946 vl 3 32
ATTACHMENT 1
C2598r1 Professional Credit Service Page 34 of 52
AIS ATTACHMENT 1, Page 34 of 52
GARAGE LIABILITYIIRequired[X]Not required
Garage Liability Coverage for Garage Operations.Coverage shall include Garage Keepers legal
liability for autos left for service or repair and shall not be less than $
single limit .
combined
GARAGE KEEPERS LEGAL LIABILITYIIRequired[X]Not required
Garage Keepers 'Legal Liability Coverage for autos left for service,repair,storage or
safekeeping,with a combined single limit of not less than $
location.
per
BAILEE’S COVERAGEIIRequired[X]Not required
Bailee’s Customers Property Insurance covering any and all State property left in the care,
custody,or control of the Contractor.Coverage shall include valuable papers,including but not
limited to microfilm .Coverage shall be written on an occurrence basis.Combined single limit
for each site or location.per occurrence shall not be less than $
MARINE PROTECTION LIABILITYIIRequired[X]Not required
Marine Protection and Indemnity Coverage.Combined single limit per occurrence shall not be
less than $
Exhibit E
SPECIFICATIONS
GENERAL PROVISIONS:1
3037946 vl 3 33
ATTACHMENT 1
C2598r1 Professional Credit Service Page 35 of 52
AIS ATTACHMENT 1, Page 35 of 52
SILENCE OF SPECIFICATIONS:The apparent silence of the specifications
as to any detail,or the apparent omission of a detailed description concerning any point,
shall be interpreted as requiring that Contractor shall perform to only the best commercial
practice and that Contractor shall supply and incorporate into Goods only materials and
workmanship of first quality.However,if any omitted specification results in ambiguity
as to material characteristics of the Services,and inclusion is necessary to enable a
reasonable person in the particular industry to properly identify such characteristics,and
Contractor failed to seek a formal request for solicitation change during the solicitation
process for the Agreement,then Contractor shall be required to provide Services meeting
the Authorized Purchaser’s needs with regard to any omitted specification.
1.1
1.2 ADHERENCE TO THE SPECIFICATIONS:Deviations from specifications
discovered after purchase shall be corrected by Contractor at no cost to the Authorized
Purchaser.
CONTRACTOR SPECIFICATIONS:2
Contractor shall,within five (5)business days of receiving a Purchase Order as
required under Price Agreement Section 4.1,provide the Authorized Purchaser with a
primary and alternate point of contact for discussing issues or questions with the
Contractor.At a minimum ,this must include a telephone number and email address.The
persons identified shall have knowledge of the requirements set forth in the Contract and
be capable of providing current Account information regarding collection efforts taken
and amounts recovered for all Authorized Purchaser Accounts.
2.1
2.1.1 Contractor must notify the Authorized Purchaser within five (5)business days of
any change to the contacts provided in Section 2.1 .
The contacts identified in Section 2.1 shall respond to any issues or questions
within one business day (Monday through Friday excluding weekends and holidays)of
the Authorized Purchaser's initial contact.
2.2
Contractor shall provide fair and reasonable means of communication by
supplying all debtors with an address,email or telephone number (toll free if available)at
which the debtor may contact Contractor for information relating to the debtor's Account.
2.3
Contractor shall provide or comply with secure communication protocols,
including but not limited to;secure web portals,secure instant messaging,payment card
industry,data security standards,etc.Such communication channels are to be used to
maximize infonnation security as well as customer service to the Authorized Purchaser.
2.4
Contractor shall adhere to data security safeguards,if so specified in any Purchase
Order Agreement with an Authorized Purchaser including but not limited to the ability to
send and receive any files with debtor information in an encrypted format .
2.5
Contractor shall be capable of electronically transferring monies into the
Authorized Purchaser's Account ,at such time or in accordance with such schedule as the
Authorized Purchaser requests.
2.6
3037946 v 13 34
ATTACHMENT 1
C2598r1 Professional Credit Service Page 36 of 52
AIS ATTACHMENT 1, Page 36 of 52
Contractor shall provide Authorized Purchaser with training related to the use of
Contractor systems where applicable and interpretation of system notes,codes,processes,
and other items requested by the Authorized Purchaser related to Contractor systems
and/or data.
2.7
Contractor shall participate in meetings and phone conferences as requested by
either the Authorized Purchaser or DAS.Such meetings shall not exceed once a month per
Authorized Purchaser.The purpose of the meetings is to discuss topics such as:
collections processes.Account strategies,best practices,opportunities for improvement,
obstacles to success,and overall concerns.
2.8
Contractor shall maintain bi-lingual staff (Spanish speaking at a minimum)or
maintain agreements with an interpreter service during any such time as Accounts are
assigned to Contractor from an Authorized Purchaser under this Price Agreement .
2.9
2.9.1 Contractor shall maintain services to communicate with disabled individuals
including but not limited to available large print correspondence and text telephone
(TTY )services.
2.10 Contractor shall have written policies and procedures for processing,recording and
resolving debtor complaints.Contractor shall maintain debtor records related to said
debtor complaints and shall provide such records to the Authorized Purchaser upon
request.
Authorized Purchasers and DAS reserve the right to conduct performance reviews2.11
of Contractor actions and practices in accordance with the terms of this Price Agreement.To the extent possible,Authorized Purchasers and DAS shall coordinate such
performance reviews as to minimize disruption to Contractor operations.Performance
reviews under this section may be conducted in person or through survey as deemed
necessary by the Authorized Purchaser or DAS.Any costs associated with travel related to
performance reviews under this section shall be the responsibility of the entity requesting
the performance review.
Contractor shall comply with Authorized Purchaser requirements as established in2.12
the Purchaser Order,except as limited by section 2.13.Such additional requirements may
include Contractor participation in programs administered by and as required by the
Authorized Purchaser,examples include but are not limited to license reinstatement
programs,tax amnesty,etc.
To the extent that any additional expectations,specifications or requirements of an2.13
Authorized Purchaser identified in a Purchase Order impose material additional
performance requirements on the Contractor,the Contractor may convey such information
to the Authorized Purchaser,and the parties shall confer and negotiate such expectations,specifications or requirements.After negotiation,if the Contractor,in good faith,
determines that its concerns have not been sufficiently addressed,the Contractor shallprovidewrittennotificationofthematerialimpactoftheadditionalexpectation,
specification or requirement to the DAS point of contact and the results of the negotiation
3037946 vl 3 35
ATTACHMENT 1
C2598r1 Professional Credit Service Page 37 of 52
AIS ATTACHMENT 1, Page 37 of 52
with the Authorized Purchaser.Only after such notification to DAS may the Contractor
elect not to proceed with acceptance of assignments by the Authorized Purchaser without
any financial consequences or without being found in default of any contractual
obligations.
3.0 ACCOUNT ASSIGNMENT REQUIREMENTS
Contractor shall accept,in accordance with the Price Agreement terms,conditions
and specifications,all Accounts which the Authorized Purchaser refers to it for collection.
3.1
3.2 Contractor shall provide Authorized Purchasers with an electronic method of
Account assignment (secure data file transfer or via website).
3.2.2 When an Authorized Purchaser assigns Accounts electronically,Contractor shall
ensure that Accounts are input and available for reporting within one business day of
the Authorized Purchaser submission.
3.2.3 Contractor shall notify the Authorized Purchaser if Accounts are not input and
available for reporting within one business day.The notification shall include the
cause of the delay and Contractor’s plan to mitigate the cause of the delay .
3.2.4 Authorized Purchasers that electronically assign Accounts through data file
agree to provide Contractor with 30 days’notice of any file format changes.
Contractor shall provide Authorized Purchasers with access to view Account
details including but not limited to:Account balance,payments made,and collection
actions taken.
3.3
3.4 If an Authorized Purchaser has indicated in the Purchase Order that the Authorized
Purchaser passes along the cost of collection Contractor shall,at the time of assignment ,
calculate the collection fee amount using the following calculation:
((Principal +Interest)divided by (1-Collection percentage from Exhibit A))less
(Principal +Interest)=Collection Fee
3.5 Any Account information provided to the Contractor by the Authorized Purchaser
is provided solely for collection purposes related to the assigned Account only and may
not be used for any other purpose.
Contractor shall promptly undertake through proper and lawful means the diligent3.6
collection of all Accounts referred by the Authorized Purchaser.
3.6.1 At any time that Contractor identifies the debtor as residing in a state the
Contractor is not legally able to collect in due to licensing requirements,Contractor
shall immediately notify the Authorized Purchaser and return the Account to the
Authorized Purchaser.
3037946 vl 3 36
ATTACHMENT 1
C2598r1 Professional Credit Service Page 38 of 52
AIS ATTACHMENT 1, Page 38 of 52
4.0 COLLECTION REQUIREMENTS
4.1 Contractor shall only use debtor correspondence that has been pre-approved by the
Authorized Purchaser.
Contractor shall add no fee or other assessment to an assigned Account that is not
expressly permitted in the Price Agreement or in a Purchase Order.This prohibition shall
not be construed as preventing the addition of court costs,disbursements,and attorney
fees,if otherwise allowable,in legal actions approved in writing by the Authorized
Purchaser.
4.2
Any information about a debtor that is either provided by the Authorized
Purchaser,or obtained by Contractor during the course of services provided under this
Contract ,that would permit the identification of the individual debtor may not be
forwarded to offices outside the United States or be disclosed outside the United States
without prior written approval from the Authorized Purchaser.
4.3
Contractor shall take reasonable and prudent steps to verify each debtor’s identity
before disclosing confidential or personally identifiable information.Authorized
Purchaser reserves the right to cancel Purchase Order and require Contractor to cancel allassignedAccountsifContractordoesnotcomplywiththissectionortakestepstocorrect
disclosure issues to avoid future disclosure.
4.4
Contractor shall assess interest using ONLY the rate and method of calculating ofinterestasindicatedineitherthePurchaseOrder(including any addendum )or assignment
4.5
file.
If Authorized Purchaser has indicated in the Purchase Order that the cost of
collection is passed to the debtor and also charges interest on Accounts assigned,
Contractor shall at the same time interest is calculated also adjust the collection fees to beequaltotheresultofthecalculationusedinSection3.4 .of this Exhibit E.
4.6
Contractor shall apply payments received from a debtor in accordance with
Authorized Purchaser instructions as provided in the Purchase Order (i.e.interest,penalty,principal).
4.7
4.7.1 If a Contractor has multiple Accounts for the same debtor,from more than one
Authorized Purchaser,unless otherwise specified by the debtor at the time of payment,the first Account received by the Contractor will be paid off first.
4.7.2 If Contractor has multiple Accounts from the same Authorized Purchaser,Contractor shall refer to Authorized Purchaser instructions in the Purchaser Order
(including any addendum )for application of payments.
PAYMENT PLANS:Contractor shall make every attempt to negotiate payment
plans in accordance with the guidelines established by the Authorized Purchaser as
established through the Purchase Order .However,the state recognizes that some
payments may be outside of the guidelines and in those circumstances,Contractor shall
4.8
3037946 v 13 37
ATTACHMENT 1
C2598r1 Professional Credit Service Page 39 of 52
AIS ATTACHMENT 1, Page 39 of 52
provide reasonable communication to the Authorized Purchaser identifying the Account,
the terms of the payment plan agreement,and the circumstances that resulted in a payment
plan agreement that was not within the guidelines established by the Authorized
Purchaser.
4.9 SETTLEMENT/COMPROMISE:Contractor shall have authority to approve a
compromise or settlement offer only to the extent allowed by the Authorized Purchaser as
identified in the Purchase Order.
4.9.1 If Contractor accepts a settlement offer without authorization from the
Authorized Purchaser,Contractor shall pay the balance of the Account to the
Authorized Purchaser and close the Account.
Should Contractor become aware that a debtor has filed a petition for bankruptcy,4.10
Contractor shall immediately stop collection activity.Contractor shall immediately notify
the Authorized Purchaser of the bankruptcy information including the filing date,case
number ,chapter of the bankruptcy,and the name and address of the court in which the
petition was filed .Unless otherwise directed in the Purchaser Order,Contractor shall
coordinate with the Authorized Purchaser to determine the most appropriate actions based
on the specific Account.
4.10.1 Should the Authorized Purchaser become aware that a debtor has filed a
petition for bankruptcy,the Authorized Purchaser shall immediately notify the
Contractor of the bankruptcy information including the filing date,case number,
chapter of the bankruptcy,and the name and address of the court in which the petition
was filed .Unless otherwise directed in the Purchaser Order,Authorized Purchaser
shall coordinate with the Contractor to determine the most appropriate actions based
on the specific Account .
Should Contractor become aware that a debtor is deceased,Contractor shall4.11
immediately stop collection activity .Contractor shall immediately notify the Authorized
Purchaser of any details available regarding the Account,including any estate
information.Unless otherwise directed in the Purchaser Order,Contractor shall coordinate
with the Authorized Purchaser to determine the most appropriate actions based on the
specific Account .
4.11.1 Should the Authorized Purchaser become aware that a debtor is deceased,the
Authorized Purchaser shall immediately notify the Contractor of any details available
regarding the Account ,including any estate information.Unless otherwise directed in
the Purchaser Order,the Authorized Purchaser shall coordinate with the Contractor to
determine the most appropriate actions based on the specific Account .
If the Authorized Purchaser has indicated in the Purchase Order that the4.12
Authorized Purchaser has warrant and /or garnishment authority and the Contractor
identifies a source of garnishment,the Contractor may request the Authorized Purchaser
to file a garnishment.If the Authorized Purchaser agrees to file the garnishment ,
Contractor shall follow Authorized Purchaser instructions regarding collection actions
[either suspend or allow collection to continue]provided in the Purchase Order during the
3037946 v 13 38
ATTACHMENT 1
C2598r1 Professional Credit Service Page 40 of 52
AIS ATTACHMENT 1, Page 40 of 52
period of active garnishment.Upon realizing any recovery in a garnishment under this
section,the Authorized Purchaser shall notify Contractor of any payments received as a
result of the garnishment .
4.12.1 Collections received under a garnishment issued under Section 4.12 shall be
subject to collection fees as provided in Exhibit A.
If the Authorized Purchaser has garnishment authority as indicated in the Purchase4.13
Order and while an account is assigned to the Contractor the Authorized Purchaser
identifies a source of garnishment,the Authorized Purchaser shall notify the Contractor
that a garnishment will be issued.Contractor shall follow Authorized Purchaser
instructions regarding collection actions [either suspend or allow collection to continue]
provided in the Purchase Order during the period of active garnishment.Upon realizing
any recovery in garnishment under this section,the Authorized Purchaser shall notify
Contractor of any payments received as a result of the garnishment .
4.13.1 Collections received under a garnishment issued under Section 4.13 shall NOT
be subject to collection fees,as provided in Section 11.6.
4.14 If the Authorized Purchaser has garnishment authority as indicated in the Purchase
Order and the Authorized Purchaser has issued a garnishment prior to an account being
assigned to the Contractor,upon realizing any recovery in garnishment under this section,
the Authorized Purchaser shall notify Contractor of any payments received as a result of
the garnishment.
4.13.1 Collections received under a garnishment issued under Section 4.14 shall not be
subject to collection fees,as provided in Section 11.5.
If any Account collected by the Contractor results in an overpayment of the4.15
balance due,the Authorized Purchaser shall be responsible for refunding the overpayment
to the debtor.Any said refunds are subject to reconciliation and audit as identified in
Section 20 of the Price Agreement.
4.16 Contractor shall only report Account information to a Credit Reporting Agency as
authorized by the Purchase Order and the Fair Credit Reporting Act.
5.0 DEPOSIT AND REMITTANCE OF FUNDS COLLECTED
The Contractor shall deposit all monies collected from the debtor into a bank as
defined in ORS 706.008(1 ),or into other depositories as required by law until remitted to
the Authorized Purchaser.Amounts collected by Contractor must be deposited in a special
non-interest bearing trust account separate from any other monies in accordance with ORS
697.058.This account must be identified as public funds held for the State of Oregon.
5.1
The provisions of this section are subject to audit by the Secretary of State Audits
Division as disclosed under section 20 of the Price Agreement and as further provided for
under ORS Chapters 293 and 297.
3037946 vl 3 39
ATTACHMENT 1
C2598r1 Professional Credit Service Page 41 of 52
AIS ATTACHMENT 1, Page 41 of 52
If Contractor receives funds in foreign currency,the Contractor is responsible to
ensure exchange rates are applied to ensure accurate credit to the account.
5.2
5.3 Per ORS 293.265,the deposit of monies under Section 5.1 must occur not later
than one (1 )business day after collection or receipt thereof.
The provisions of this Section 5 are subject to modification as laws or
requirements of the Secretary of State and Oregon State Treasurer may change.Contractor
will be notified in writing of any modifications to the requirements of Section 5 and
Contractor must comply within 60 days of receipt of the notice.
5.4
Contractor shall use Automated Clearing House or ACH as prescribed in NACHA
rules and State Treasury policy to remit all funds due to the Authorized Purchaser .
Remittance shall be in accordance with the terms of the Authorized Purchaser Purchase
Order as identified in Price Agreement,Section 4.1 ).
5.5
RETURNED CHECKS:For purposes of remitting funds under Section 5,any
payments received by Contractor that are in the form of a check shall be deemed collected
ten (10)business days after deposit under Section 5.1 .Any check that is returned by the
financial institution within the ten business days shall be considered uncollected and not
subject to remittance.Once funds received by check have been deemed collected under
this section,they become subject to the remittance requirements of Section 5.7.Any
check that is returned after the ten business days shall be the responsibility of the
Contractor and shall be deemed a separate debt owed to Contractor.The ten business dayperiodidentifiedinthissectiononlyappliestofundsreceivedintheformofacheck,all
other payments received are deemed collected upon deposit and must be remitted in
accordance with section 5.7.
5.6
Contractor shall remit to the Authorized Purchaser monies (in accordance with the
terms of the Authorized Purchaser as detailed on the Purchase Order )collected each week .
At the discretion of the Authorized Purchaser,as identified in the Purchase Order,theContractormaybeallowedtoremitmonieslessthanonceaweekbutnotlessthanonce a
month.If the Authorized Purchaser allows for a remittance of less than once a week the
Contractor shall be required to remit all funds upon the balance of the trust account
exceeding $1 ,000.
5.7
5.7.1 In accordance with ORS 697.058 (6),when the net proceeds are less than $5 at
the end of any calendar or fiscal month ,payments may be deferred for a period not toexceedthreemonths.
Contractor shall be liable to the Authorized Purchaser for failure to ensure that any
payments received by Contractor while performing collections under this Price Agreement
are deposited,supervised,managed or otherwise handled in accordance with the terms ofthisPriceAgreement.
5.8
6.0 INVOICING
3037946v 13 40
ATTACHMENT 1
C2598r1 Professional Credit Service Page 42 of 52
AIS ATTACHMENT 1, Page 42 of 52
For any Authorized Purchaser that requires remittance in gross (as indicated in the
Purchase Order),Contractor shall provide an invoice to the Authorized Purchaser listing
the Contractor’s collection charges for all monies collected during the preceding period .
The invoice shall accompany the remittance and be for the same time period as required
by the Purchase Order.The invoice shall clearly identify the total amount collected and
how the collected funds were applied to each Account (i .e.principal ,interest,penalty,
etc.),the date funds were collected ,the applicable Contractor's collection charges due,and
any other information required by the Authorized Purchaser as identified in the Purchase
Order.(Refer to Section 5.0 for remittance requirements).
6.1
For any Authorized Purchaser that requires remittance in net (as indicated in the
Purchase Order),no invoice is required .However,Contractor shall provide the
Authorized Purchaser with a remittance report in the same format,content ,and timing as
required in section 6.1 .
6.2
For any payments received directly by the Authorized Purchaser,Contractor shall
refer to the Authorized Purchaser instructions in the Purchase Order for the handling of
Contractor's collection fees for all monies collected during the preceding period (invoice
Authorized Purchaser for fees or net fees with remittance).
6.3
6.4 Contractor agrees to look only to the Authorized Purchaser for payments due and
owing under the Contract .
If Contractor makes an error related to any invoice or remittance under this Price
Agreement,Contractor shall take immediate steps to provide the Authorized Purchaser
with a corrected invoice or remittance report.If the error resulted in a balance owed to the
Authorized Purchaser,Contractor shall take immediate steps to remit the balance owed
within one business day.
6.5
7.0 LEGAL ACTIONS
Contractor may pursue litigation related to the collection of State accounts assigned under
this Price Agreement only as expressly authorized by this Section 7.Contractor may
pursue litigation related to the collection of accounts assigned to Contractor by ORCPP
members who are not departments or agencies of the State of Oregon only in accordance
with Section 7.6,below.
Contractor must have submitted ,on a form prescribed by DAS (Exhibit F),with a
copy to the state agency that assigned a collections account to Contractor,a written
request for General Authorization to commence and conduct legal actions related to the
collection of State accounts.Contractor must identify on the form the nature and type of
legal actions for which it is seeking General Authorization.
7.1
7.1.1 DAS may,in its sole discretion,limit the General Authorization to particular
classes or categories of State accounts or to specific legal actions.DAS may ,subject
to the approval of the Oregon Department of Justice,in the exercise of DAS’
3037946 v 13 41
ATTACHMENT 1
C2598r1 Professional Credit Service Page 43 of 52
AIS ATTACHMENT 1, Page 43 of 52
discretion to decide what best will serve the interests of the State and the state
agencies that have assigned accounts to Contractor :
1 .grant a request for a General Authorization;
2.deny a request for a General Authorization;
3.impose restrictions on the scope or classes of accounts and cases in a General
Authorization ;
4.modify the limitations on a previously issued General Authorization;or
5.suspend or revoke a General Authorization.
7.1 .2 DAS shall notify Contractor in writing of the decision regarding the request for
General Authorization.The decision of DAS concerning a General Authorization or a
request for a General Authorization under this section shall be conclusive on the
matter,and shall be final .
If Contractor is in possession of a current,unrevoked and unsuspended General
Authorization,then Contractor may request authorization from the state agency to
commence legal actions to collect particularly identified accounts that were assigned to
Contractor by that state agency.The state agency Purchaser will consider the requests on a
case by case basis,and communicate its decision on each request to Contractor in writing
or by e-mail .The state agency’s communication must contain a confirmation of the
current amount of the debt owing on the account ,including the principal amount of the
debt,interest accrued to date,and any penalty.
7.2
7.2.1 Upon receipt of an authorization from the state agency,Contractor may,but
only in Contractor’s name,commence legal actions in accordance with applicable
state law.
7.2.2.By undertaking legal actions under this Sections 7 of this Price Agreement,
Contractor agrees to assume all risks arising out of or related to any such action,writ
or proceeding,including but not limited to adverse judicial decisions,the failure to be
able to recover all amounts sought,and the application of the various statutes,legal
principles,and possible moratoriums that affect debtors 'rights or which may affect
debtors’rights in the future.Contractor hereby WAIVES AND RELIQUISHES ANY
AND ALL CLAIMS AND DEMANDS OF ANY NATURE AGAINST THE STATE
OF OREGON,AND ITS AGENCIES,DIVISIONS,OFFICERS,EMPLOYEES AND
AGENTS,THAT MAY ARISE OUT OF OR RELATE TO ANY SUCH ACTION ,
WRIT OR PROCEEDING.Nothing in this Section may be construed as creating or
imposing any new or additional obligation on Contractor to provide any
indemnification that exceeds the scope of the obligations contained in this Price
Agreement .
7.3 Contractor Recovery Amount
7.3.1 Upon commencing a legal action under this Section 7,Contractor may pursue
and recover any reasonable and applicable expenses related to the legal action as
allowed under Oregon law.Such expenses shall be known as the Contractor Recovery
Amount .The Contractor Recovery Amount shall include but is not limited to:
(1 )The costs and service expenses actually awarded by a small claims court.
3037946 v 13 42
ATTACHMENT 1
C2598r1 Professional Credit Service Page 44 of 52
AIS ATTACHMENT 1, Page 44 of 52
(2)The prevailing party fee actually awarded by the court.
(3)The amounts that Contractor incurred and recovered under ORS 18.999 with
respect to the account.
(4)County recording fees under ORS chapter 205
7.3.2 As a condition of this Price Agreement,Contractor must comply with ORS
18.999(5),which provides that Contractor shall be responsible for doing all of the
following:
(1 )Maintaining a precise accounting of moneys recovered under ORS 18.999(l )(a)
and making the accounting available for any proceeding relating to that judgment or
debt;and
(2)Providing reasonable notice to the defendant of moneys Contractor recovers under
ORS 18.999(l )(a).Contractor shall create and maintain accurate and precise records
that demonstrate its compliance with ORS 18.999(1 )(a)in a form that reasonably
permits the use of those records to determine,on a quarterly and on an annual basis,
Contractor’s compliance with respect to all accounts assigned to Contractor for
collection under Section 5 of this Exhibit E.
7.3.3 Contractor shall ensure that accounts under Section 7 have any and all
Contractor Recovery Amounts clearly identified in correspondence to the debtor.
7.3.4 Contractor may deduct and retain the Contractor Recovery Amount from any
recoveries made associated with the account for which the expense was incurred .
However,if the amount actually recovered by Contractor is not sufficient to cover the
Contractor Recovery Amount ,the amount retained off-the-top by Contractor shall be
limited to the amount actually recovered.
7.3.5 In no event may Contractor deduct,retain or be paid any amount under this 7.3
that exceeds the amount of the fees,costs and expenses actually and reasonably
incurred by Contractor in seeking recovery on the account .
7.4 Legal Reports/Copies
7.4.1 The Authorized Purchaser reserves the right to require Contractor to provide (in
the manner prescribed by the Authorized Purchaser)either a report detailing the
actions taken under this Section 7 or true and correct copies of documents including
but not limited to:
A)Notice of Entry of Judgment in a Small Claims action
B )notice of lien entry
C)Writ of garnishments and the debt calculation
7.4.2 Contractor shall report to the Authorized Purchaser,at the same time it provides
other reports required under this Price Agreement and in accordance with the terms of the
Purchase Order issued by the Authorized Purchaser,the status of each account for which
Contractor initiated a legal action .Including clearly identified charges,amounts paid and
the balance of the Contractor Recovery Amount .This report shall be provided to the
Authorized Purchaser in addition to any reports required in Section 9.
3037946 vl 3 43
ATTACHMENT 1
C2598r1 Professional Credit Service Page 45 of 52
AIS ATTACHMENT 1, Page 45 of 52
7.5 Counterclaims to legal actions
7.5.1 If the defendant in any authorized legal action files a counterclaim of any
character,if the claim is transferred to any tribunal other than the Small Claims
Department of an Oregon circuit court or justice court ,or if the claim results in a
demand for a jury trial,Contractor must immediately inform the Oregon Department
of Justice and the state agency that assigned the account to Contractor of that
occurrence.In any of these instances,the State shall have the right to assume
prosecution or defense of the action,and Contractor promptly shall make available to
the State all records related to the action and take all actions and execute all
documents reasonably requested by the State to enable the State to effectively litigate
the case.
7.5.2 If the State assumes the case under this Section,Contractor may recover the
Contractor Recovery Amount described in Section 7.3,except the prevailing party fee
(which will be retained by the State),only if the State actually realizes a net recovery
of some or all of the amounts owed under the assigned account that is the subject of
the action.If the amount of the net recovery is not sufficient to cover the Contractor
Recovery Amount (exclusive of the prevailing party fee )described in Section 7.3,
Contractor’s recovery shall be limited to the net recovery of amounts owed under the
assigned account the State actually realizes as a result of the action.To the extent the
State actually realizes a net recovery of amounts owed under the assigned account,
Contractor also may recover the collection fees set forth in Exhibit A,Services,based
on the amount actually realized by the State in the action.
7.5.4 In every instance in which Contractor has obtained a judgment in a legal action
and the account or the case is returned for any reason to the state agency,Contractor
promptly must execute a formal assignment of the judgment to the state agency in
accordance with ORS 18.205,and take all reasonable actions and execute all
documents necessary to accomplish the state agency ’s filing of the assignment of
judgment with the court.
7.6 ORCPP litigation
7.6.1 The State of Oregon and the Oregon Department of Justice generally do not have
jurisdiction over ORCPP members who are not departments or agencies of the State of
Oregon,except as may be provided by the Oregon False Claims Act,ORS 180.750 to
180.785.Any litigation involving those ORCPP members must be arranged between
Contractor and the ORCPP member’s legal representative.
8.0 ACCOUNT CANCELLATION/RETURN
Contractor shall immediately suspend action on any account,either temporarily or
permanently,upon request from the Authorized Purchaser.
8.1
3037946 v 13 44
ATTACHMENT 1
C2598r1 Professional Credit Service Page 46 of 52
AIS ATTACHMENT 1, Page 46 of 52
Contractor shall continue collection efforts as described in Contractor’s proposal
and keep all accounts referred by an Authorized Purchaser until Contractor or the
Authorized Purchaser reasonably determines that an account is uncollectible,or is paid in
full.If,after a reasonable time as defined in the Authorized Purchaser Purchase Order,the
Contractor is unable to collect a payment on the account,the Contractor shall contact the
Authorized Purchaser to determine most appropriate actions based on the specifics of the
account identified.Appropriate actions may include but are not limited to:Account
cancellation,legal action under Section 7 of this Price Agreement,or Contractor
monitoring for Account status changes.
8.2
The State reserves the right to require Contractor to re-assign any account back to
the Authorized Purchaser at any time and for any reason that constitutes good cause for
the State to require Contractor to re-assign the account to the Authorized Purchaser.For
purposes of this Section,'‘good cause”means any circumstance that arises in connection
with an assigned account under which the State can more effectively protect its legal or
financial interests,or its interests in matters of public law,ethical practices,or similar
public concerns,by re-assuming control of the account.
8.3
Multiple accounts for the same debtor and from the same Authorized Purchaser
may be returned on the same form.Upon request by the Authorized Purchaser,a record of
collection efforts shall be transmitted to the Authorized Purchaser (refer to Section 9.4 for
details and format).The Authorized Purchaser may allow the collection period to be
extended if approved legal action has commenced ,or for other reasons agreed to by the
Authorized Purchaser.No collection charges shall be due on payments made to the
Authorized Purchaser on returned accounts except as provided under Section 10.3.
8.4
Upon request of the Authorized Purchaser,when an Account is returned or
canceled,the Contractor shall provide a collection history/summary which shall include a
record of contacts made with the debtor,the dates and amounts of all payments and
charges,and any other information necessary for the Authorized Purchaser to comply with
federal due diligence requirements and the future collection of the account.
8.5
When an Account is returned or canceled to the Authorized Purchaser,the
Contractor shall also return;all documentation provided by the Authorized Purchaser,
other debtor information gathered by Contractor during the course of collecting the debt,
including but not limited to,the current mailing address,telephone number(s),debtor
Social Security Number or Federal Employer Identification Number,any notices of
bankruptcy,etc.,and any documentation obtained during litigation.
8.6
9.0 REPORTING REQUIREMENTS
9.1 Contractor shall provide all reports to the Authorized Purchaser in the format and
frequency identified in the Purchase Order.
9.1 .1 The Authorized Purchaser reserves the right to require Contractor to provide a
reconciliation of account activity for the reporting period .This includes both the
number and value of accounts.
3037946vl 3 45
ATTACHMENT 1
C2598r1 Professional Credit Service Page 47 of 52
AIS ATTACHMENT 1, Page 47 of 52
When an account is returned for any reason,Contractor shall provide to the
Authorized Purchaser a report in the format and frequency identified in the PurchaseOrderthatidentifiesallaccountscanceledorreturnedtotheAuthorizedPurchaserduringthereportingperiodandthereasonforthereturnorcancellation.
9.2
All reports supplied by Contractor shall be timely,clearly readable,accurate,andcomplete.Each Authorized Purchaser may have different reporting format requirements.The Authorized Purchaser reserves the right to request new reports as well asmodificationstoexistingreportsasneededduringthetermofthisPriceAgreement.
9.3
If Contractor provides any reports under this Price Agreement to an AuthorizedPurchaserthroughaninternetbasedsystemthatrequirestheAuthorizedPurchasertologintothesystemtoaccessthereports,Contractor shall provide notification to theAuthorizedPurchasereitherbyphoneoremailwheneverreportsareupdatedorposted tothesystem.The notification required under this Section must occur not later than onebusinessdayafterthereportshavebeenpostedtothesystem.
9.4
10 PAYMENT FOR SERVICES
10.1 The Authorized Purchaser agrees to pay Contractor for services performed underthisPriceAgreementaccordingtothepricinginExhibitA.
10.2 For accounts assigned for collection on a contingency basis,there shall be no chargetotheAuthorizedPurchaserifContractorisunabletorecovermoniesonaccountssoassigned.
10.3.For accounts returned or canceled by Contractor,any payments received directly byContractorforsuchaccountswithinten(10)business days after the date of return orcancellationshallbesubjecttoContractor’s Collection Charge or fees set forth in theExhibitA.
10.4.The Authorized Purchaser shall,within a reasonable period of time,not to exceed 15days,notify Contractor of any payments received directly by the Authorized Purchaser foraccountsreferredtoContractor.Refer to Section 6.3 for additional infonnation regardingpaymentsreceivedbytheAuthorizedPurchaser.
11 EXEMPTIONS TO COLLECTION FEE
11.1 Any payment received by the Authorized Purchaser within ten (10)business daysaftertheaccountwasreferredtoContractorshallnotbesubjecttotheContractor’sCollectionCharge.
11.2 The Authorized Purchaser reserves the right to set off refunds from the U .S.InternalRevenueService,Federal payments through the Financial Management Services DebtManagementServices,refunds from the Oregon Department of Revenue,or otheramountsduethedebtorfromanystateagencyagainstanyaccountreferredtoContractor.Contractor shall not be entitled to Contractor’s Collection Charge for any amount sooffset.Contractor shall not be entitled to Contractor’s Collection Charge for any
3037946 vl 3 46
ATTACHMENT 1
C2598r1 Professional Credit Service Page 48 of 52
AIS ATTACHMENT 1, Page 48 of 52
payments received by the Authorized Purchaser that is related to a pre-offset notice sent
by the Authorized Purchaser.
11.3 The Authorized Purchaser shall not pay a charge for collections resulting from the
sale,refinance,purchase,or foreclosure of real or personal property unless Contractor canprovetotheAuthorizedPurchaser's satisfaction that the collection was a direct result ofContractor's action.
11.4.Notwithstanding Section 10.3 of this Exhibit E,if an Account is reduced,returned ,or canceled,no Contractor’s Collection Charge shall be due Contractor for the amount soreducedorcanceled.
11.5 When an Authorized Purchaser has issued a garnishment prior to Assignment,any
payments received from the garnishment after Assignment are not subject to Contractor’sCollectionCharge.
11.6 When an Authorized Purchaser identifies a source of garnishment while an accountisassignedtoContractorandtheAuthorizedPurchaserissuesagarnishmentunderSection4.13,any payments received from the garnishment are not subject to Contractor’sCollectionCharge.
3037946v 13 47
ATTACHMENT 1
C2598r1 Professional Credit Service Page 49 of 52
AIS ATTACHMENT 1, Page 49 of 52
Exhibit F-General Authorization Request for Legal Actions
Pursuant to Section 7.1 of Exhibit E of the Price Agreement,
(Company)_hereby
requests general authorization to pursue the following legal actions to recover moneys
owed on accounts assigned to the Company by state agency clients using our services.
We hereby acknowledge and understand that receipt of general authorization still requires
approval from the individual client agencies prior to initiating any legal action,as
indicated in Section 7.2 of Exhibit E of the Price Agreement.
Legal actions requestedZ\Small Claims CourtUGarnishmentsUJudgmenttranscription
Civil penalty recordingHIOther(please describe below or on an attached page)
Contractor must attach a list including the signatures of the attorney (s)that your company
is requesting general authorization for legal actions.Under Oregon law,the Department
of Justice must approve any attorney to take actions on behalf of the State.This approval
is in the form of a Special Assistant Attorney General (SAAG)designation and is subject
to the policies and limitations of the Department of Justice.A current certificate of good
standing from the State Bar in which the attorney intends to initiate any legal actions
under this request also must be attached.
Contractor and the attomey(s)submitted on this request hereby acknowledge the
provisions of Section 7.2.2 of Exhibit E of the Price Agreement ,whereby undertaking any
legal actions Contractor agrees to assume all risks arising out of or related to any such
action,writ or proceeding,including but not limited to adverse judicial decisions,thefailuretobeabletorecoverallamountssought,and the application of the various statutes,
legal principles,and possible moratoriums that affect debtors’rights or which may affect
debtors’rights in the future.Contractor hereby WAIVES AND RELIQUISHES ANYANDALLCLAIMSANDDEMANDSOFANYNATUREAGAINSTTHESTATEOFOREGON,AND ITS AGENCIES,DIVISIONS,OFFICERS,EMPLOYEES ANDAGENTS,THAT MAY ARISE OUT OF OR RELATE TO ANY SUCH ACTION,WRIT OR PROCEEDING .
Contractor Name Price Agreement #
Contact Name Title
Contact Phone Date
3037946vl 3 48
ATTACHMENT 1
C2598r1 Professional Credit Service Page 50 of 52
AIS ATTACHMENT 1, Page 50 of 52
ATTACHMENT 2
Protected Information
1. “Protected Information” shall be defined as data or information that has been designated as private or
confidential by law or by the City. Protected Information includes, but is not limited to, employment records,
medical records, personal financial records (or other personally identifiable information), trade secrets, and
classified government information. To the extent there is any uncertai nty as to whether any data constitutes
Protected Information, the data in question shall be treated as Protected Information until a determination is
made by the City or proper legal authority.
2. Data Confidentiality. Independent Contractor shall implement appropriate measures designed to ensure the
confidentiality and security of Protected Information, protect against any anticipated hazards or threats to the
integrity or security of such information, protect against unauthorized access or disclosure of inf ormation, and
prevent any other action of unauthorized disclosure that could result in substantial harm to the City or an
individual identified with the data or information in Independent Contractor’s custody or access.
To the extent that Independent Contractor may have access to City protected health information (as the same is
defined in the privacy regulations promulgated pursuant to the Health Insurance Portability and Accountability
Act of 1996 (HIPAA), as amended, and the implementing regulations k nown and referred to as Privacy Rule,
Security Rule, Enforcement Rule and Breach Notification Rule, referred to herein collectively as “HIPAA”),
Independent Contractor agrees to protect such information in compliance with HIPAA and represents that it
has the processes, systems and training to assure compliance with the same.
3. Data and Network Security. Independent Contractor agrees at all times to maintain commercially reasonable
network security that, at a minimum, includes: network firewall pro visioning, intrusion
detection/prevention and periodic third party penetration testing. Likewise Independent Contractor agrees to
maintain network security that at a minimum conforms to current standards set forth and maintained by the
National Institute of Standards and Technology, including those at: http://checklists.nist.gov/repository.
Independent Contractor agrees to protect and maintain the security of data with protection security measures
that include maintaining secure environments that are patched and up to date with all appropriate security
updates as designated by a relevant authority.
4. Security Breach. In the event of a security breach of data owned or developed by the City , Independent
Contractor will notify the City IT Director without unreasonable delay and in no case later than 30 days after
discovery of the breach or incident. Independent Contractor will be responsible for all remedial action
necessary to correct the breach; provided however, that Independent Contractor will not undertake ligation on
behalf of the City without prior written consent.
5. Data Storage and Backup. Independent Contractor agrees that any and all City data will be stored, processed,
and maintained solely on designated servers and that no City data at any time will be processed on or
transferred to any portable or laptop computing device or any portable storage medium, unless t hat storage
medium is in use as part of the Independent Contractor's designated backup and recovery processes. All
servers, storage, backups, and network paths utilized in the delivery of the service shall be contained within the
states, districts, and territories of the United States unless specifically agreed to in writing by an City officer
with designated data, security, or signature authority. An appropriate officer with the necessary authority can
be identified by the City Information Security Officer for any general or specific case.
Independent Contractor agrees to store all City backup data stored as part of its backup and recovery processes
in encrypted form, using no less than AES 256.
6. Data Re-Use. Independent Contractor agrees that any and all Customer data exchanged shall be used
expressly and solely for the purposes enumerated in the Agreement. Customer data shall not be distributed,
C2598r1 Professional Credit Service Page 51 of 52
AIS ATTACHMENT 1, Page 51 of 52
repurposed or shared across other applications, environments, or business units of Independent Contractor.
Independent Contractor further agrees that no Customer data of any kind shall be revealed, transmitted,
exchanged or otherwise passed to other Independent Contractor or interested parties except on a case-by-case
basis as specifically agreed to in writing by a City officer with designated data, security, or signature authority.
7. PCI Compliance. Independent Contractor agrees to comply with PCI DSS (Payment Card Industry Data
Security Standard). As evidence of compliance, Independent Contractor shall provide upon request a current
attestation of compliance signed by a PCI QSA (Qualified Security Assessor).
8. End of Agreement Data Handling. Independent Contractor agrees that upon termination of this Agreement it
shall erase, destroy, and render unreadable all City data in its entirety in a manner that prevents its
physical reconstruction through the use of commonly available file restoration utilities, and certify in writing
that these actions have been completed within 30 days of the termination of this Agreement or within 7 days of
the request of an agent of City whichever shall come first.
9. Mandatory Disclosure of Protected Information. If Independent Contractor becomes compelled by law or
regulation (including securities' laws) to disclose any Protected Information, Independent Contractor will
provide City with prompt written notice so that City may seek an appropriate protective order or other remedy.
If a remedy acceptable to City is not obtained by the date tha t Independent Contractor must comply with the
request, Independent Contractor will furnish only that portion of the Protected Information that it is legally
required to furnish, and the Independent Contractor shall require any recipient of the Protected Information to
exercise commercially reasonable efforts to keep the Protected Information confidential.
10. Remedies for Disclosure of Confidential Information. Independent Contractor and City acknowledge that
unauthorized disclosure or use of the Protected Information may irreparably damage City in such a way that
adequate compensation could not be obtained from damages in an action at law. Accordingly, the actual or
threatened unauthorized disclosure or use of any Protected Information shall give C ity the right to seek
injunctive relief restraining such unauthorized disclosure or use, in addition to any other remedy otherwise
available (including reasonable attorneys' fees). Independent Contractor hereby waives the posting of a bond
with respect to any action for injunctive relief. Independent Contractor further grants City the right, but not
the obligation, to enforce these provisions in Independent Contractor's name against any of Independent
Contractor's employees, officers, board members, owners, representatives, agents, contractors, and
subcontractors violating the above provisions.
11. Non-Disclosure. Independent Contractor is permitted to disclose Confidential Information to its employees,
authorized subcontractors, agents, consultants and auditors on a need to know basis only, provided that all
such subcontractors, agents, consultants and auditors have written confidentiality obligations to both
Independent Contractor and City.
12. Criminal Background Check. Not applicable.
13. Survival. The confidentiality obligations shall survive termination of any agreement with Independent
Contractor for a period of ten (10) years or for so long as the information remains confidential, whichever is
longer and will inure to the benefit of City.
C2598r1 Professional Credit Service Page 52 of 52
AIS ATTACHMENT 1, Page 52 of 52