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Res 111-83 6/7/1983RESOLUTION NO . 111-83 RESOLUTION APPROVING CONTRACT WITH CHILTON CORPORA- TION, ACTING THROUGH ITS DIVISION, CHILTON ACCOUNTS RECEIVALBE MANAGEMENT, FOR COLLECTION OF DELINQUENT ACCOUNTS . BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS , TEXAS, THAT: That certain contract, a copy of which is attached hereto, between the City of Wichita Falls and Chilton Corporation, acting through its division, Chilton Accounts Receivable Management, for collection of delinquent accounts of the City of Wichita Falls , is hereby approved, and the City Manager is authorized to execute the same for the City of Wichita Falls . PASSED AND APPROVED this the 7th day of June, 1983 . Y 0 R ATTEST: City Clerk COLLECTION SERVICES CONTRACT WITH CHILTON CORPORATION THE STATE OF TEXAS X COUNTY OF WICHITA X This contract, made and entered into by and between the City of Wichita Falls , Texas, a muinicipal corporation (hereinafter called City") and Chilton Corporation, acting through its division, Chilton Accounts Receivable Management, which has a place of business at 4000 Jacksboro Highway, Wichita Falls, Texas, 76308 (hereinafter called "Agency") , WITNESSETH: 1 . PURPOSE The purpose of this contract is to state the terms and conditions under which Agency shall render collection services to City, on a non-exclusive basis, in connection with certain delinquent accounts of the City of Wichita Falls . 2 . TRANSFER OF ACCOUNTS Each delinquent account determined by the Legal Department to be appropriate for placing with Agency for collection shall be forwarded by the Legal Department to Agency and shall be deemed assigned, transferred, and set over to Agency for Collection. Upon placement of accounts for collection Agency, City agrees that commissions on such accounts are earned whether payment is made direct to City or Agency and that all payments made to it will be reported on a timely basis . 3 . DESCRIPTION OF SERVICES Agency's collection services hereunder shall be subject to the following terms, conditions and provisions: A. Agency understands that it is to work closely with City's Director of Finance or his designee (hereinafter called "Director") and appropriate City officials and that it is to perform any and all related tasks requried of it by the Director in order to fulfill the purposes of this contract . B. All collection efforts , including, but not limited to, telephone calls, personal contacts , correspondence, and lawsuits shall be conducted in Agency' s name, and not in the name of City. All lawsuits by Agency must be approved in writing by City. C. All collection efforts shall be entirely peaceful and shall not in any manner cause a breach of the peace. D. City will keep Agency informed of any payments received by City on accounts assigned to Agency so that such accounts may be properly credited. E. Each month, Agency shall furnish City an itemized statement showing for such period the amount of each payment received, the date of payment, and the party making the payment. F. Agency shall promptly remit in full to City the amount of all monies collected during each preceding thirty (30) day period. G. The unpaid balance of any account assigned to Agency here- under will be promptly reassigned to City upon City's request with the exception of any account that has been referred by Agency to an attorney for the bringing of a suit for collection. Agency shall not be entitled to any portion of any amount paid on any such account after the date of reassignment to City even if the amount paid is direct to Agency. H. Agency shall deliver all data, reports and documents which result from its services to the Director in such form as is satis- factory to the Director. 4 . PERFORMANCE OF SERVICES Agency and its employees or associates shall perform all the services hereunder without charge to City, other than commissions due and payable in accordance with Section 6 hereunder . Agency agrees that all its employees or associates who work on this contract shall be fully qualified and competent to do the work described hereunder . 2 5 . TERM The term of this contract shall begin on June 7, 1983 , and shall continue until such time as it is terminated under the terms of Section 10 hereof . 6 . PAYMENT FOR SERVICES In consideration for the professional services to be performed by Agency under the terms of this contract, City shall pay Agency fifty percent commission on all delinquent account payments paid on those delinquent accounts which have been forwarded for collection by City to Agency. Agency shall be paid, after submitting a bill to City, once every thirty day period based on the amount of monies collected during such thirty day period. Payments to Agency shall be in the amounts shown by the billings and other documentation submitted and shall be subject to the Director's approval. All, work shall be done to the satisfaction of the Director and City shall not be liable for any partial payment or payments under this contract for work which is unsatisfactory and which has not been approved by the Director. The Director 's decision as to the proper amount due Agency shall be final and binding. City shall have the right to audit accounts at Agency' s place of business during regular business hours . Agency shall provide all back-up documentation and substantia- tion that may be requested by the Director with respect to any billing. Agency shall not be entitled to any penalty or interest from City for any delayed payments . 7 . CONFIDENTIAL WORK Any reports, information, data or any other documentation developed by Agency hereunder given to or prepared or assembled by Agency which City desires to be kept confidential will not be made available to any individual or organization by Agency without the prior written approval of City, except when such documentation is reported for credit history purposes . 3 h 8 . RIGHT OF REVIEW Agency agrees that City may review any and all of the services performed by Agency under this contract. 9 . CONTRACT NOT ASSIGNABLE This contract provides for personal, professional services and the Agency shall not assign this contract, in whole or in part, without the prior written consent of City. 10 . TERMINATION City and Agency may terminate this contract upon thirty (30) days written notice to the other party with the understanding that all services being performed under this contract shall cease upon the date specified in such notice . Agency shall invoice City for all amounts due, and shall be compensated in accordance with the terms of this contract for all services performed by Agency prior to the date specified in such notice . However, termination of this contract shall not be effective as to any account assigned hereunder prior to termination on which regular payments are being received. 11. NOTICES All notices , correspondence, invoices, and reports required or permitted under this contract shall be personally delivered or mailed to the respective parties by depositing same in the United States mail at the addresses shown below, unless and until either party is otherwise notified in writing by the other party, at the following addresses . Mailed notices shall be deemed communicated as of five days after mailing. If intended for City, to: If intended for Agency, to: Director of Finance Manager City of Wichita Falls Chilton Accounts Receivable City Hall, Room 304 Management 1300 Seventh Street 4000 Jacksboro Highway Wichita Falls, Texas 76301 Wichita Falls , Texas 76308 4 12 . INDEPENDENT CONTRACTOR In performing services under this contract,• Agency 's status is that of Independent Contractor performing services of the type performed prior to this contract, and City and Agency by the execution of this contract do not change the independent status of Agency. No term or provision hereof or act of Agency in the performance of this contract shall be construed as making Agency the agent, servant, or employee of City. 13 . INDEMNITY Agency hereby promises and agrees to defend and indemnify City against all claims , to persons or property, for damages , costs , loss and expenses including but not limited to any attorney 's fees , and litigation expenses of any nature that may arise out of any negligent act, error or omission of Agency or any of its agents , subcontractors or employees or from any actions, suits, proceedings, claims or demands made by Agency or on Agency 's behalf or at Agency's direction, except with respect to any such damages, costs or other expenses caused by failure of City to furnish pertinent information hereunder. City as assignor, in consideration of the promises of Agency herein contained, represents that the information furnished Agency regarding the identity of the debtor, the balance of the account and the payments and credits due City will be accurately taken from City's books and records . 14 . VENUE The obligations of the parties to this contract are performable in Wichita County, Texas , and if legal action is necessary to enforce the terms and provisions of this contract, exclusive venue shall lie in Wichita County, Texas . 15 . APPLICABLE LAWS This contract is made subject to the provisions of the Charter and ordinances of City, as amended, and all applicable State and 5 Federal laws . Agency shall comply with all such applicable Federal, State and local laws , including all applicable regulations which may be published by any Federal, State or local board, bureau or agency. 16 . GOVERNING LAW This contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas . 17 . LEGAL CONSTRUCTION In case any one or more of the provisions contained in this contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this contract shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this contract. 18 . CAPTIONS The captions to the various clauses of this contract are for informational purposes only and shall not alter the substance of the terms and conditions of this contract. 19 . NON-EXCLUSIVE CONTRACT Agency understands and agrees that City may, at its option, without obligation to Agency, contract for the same or similar ser- vices as provided herein with any other entity or entities . Collections effectuated by such other entities will in no manner entitle Agency to any commission or other compensation in connection therewith. 20 . ENTIRE AGREEMENT This contract embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to matters in this contract, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this contract. 6 1 J IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers as of the 7th day of June, 1983 . CITY OF WICHITA FALLS, TEXAS By: City Manager ATTEST: City Clerk Approved as to form: By: City Attorney CHILTON CORPORATION By: President ATTEST: Secretary 7