Exhibit 10.15
SERVICES AGREEMENT
This SERVICES AGREEMENT ("Agreement") is entered into as of this 1st day of January, 2017 by and between LM FUNDING, LLC, a Florida limited liability company ("LMF"), and the BUSINESS LAW GROUP, P.A., a Florida professional association ("BLG"), (collectively, the "Parties") and shall terminate and supersede all previous Agreements between the Parties effective as of this date.
RECITALS
WHEREAS, BLG is a Florida professional association that provides legal services to its clients, which include Homeowners Associations ("HOA") and Condominium Associations ("COA") (hereinafter collectively referred to as ("Community Associations");
WHEREAS, an HOA is a corporation responsible for the operation of a community in which the voting membership is made up of owners, and in which membership is a mandatory condition of parcel ownership, and which is authorized to impose assessments that, if unpaid, may become a lien on the parcel;
WHEREAS, a COA is a unit owners' association organized under Florida Statute §718, in which membership is a mandatory condition of unit ownership and which is authorized to impose assessments that, if unpaid, may become a lien on the unit;
WHEREAS, LMF and BLG have agreed herein for BLG to provide collection services to the Community Associations and in some cases to LMF, subject to the rules of professional conduct promulgated by the Florida Bar, and serve as Counsel as further defined in the Purchase Agreements (as defined herein). The legal services provided by BLG to the Community Associations under this Agreement include assisting such clients with the collection of past due accounts from its Delinquent Unit owners;
WHEREAS, LMF pays Community Associations for an assignment of the proceeds of Community Associations' Delinquent Assessments as further defined pursuant to an executed Association Receivables Purchase Agreement ("Purchase Agreement") entered into between LMF and each respective Community Association. LMF is considered a third-party payor for
legal services provided to the Community Associations and will pay for services rendered by BLG to collect the Community Associations' Ledger Amounts, Delinquent Assessments, Interest, Administrative Late Fees, as all are further defined by the executed Purchase Agreements, , and to exercise its collection remedies pursuant to the Purchase Agreements.
WHEREAS, LMF maintains a proprietary software system and database of debtor information in order to monitor the collection services on units where LMF has been assigned the Delinquent Assessments and/or Ledger Amounts pursuant to a Purchase Agreement;
WHEREAS, BLG desires to utilize LMF's proprietary software and database systems in order to facilitate collection work on behalf of the Community Associations that have engaged BLG for collection work, as well as Community Associations that have entered into Purchase Agreements with LMF, and BLG has executed a separate Software License Agreement that is incorporated herewith; and
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, and for other good and valuable consideration, it is agreed that:
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instructed by BLG. BLG will at all times have the ability to direct LMF's operation with regard to accounts serviced under the Software License Agreement and LMF understands that the services being performed hereunder are law-related and not actual legal services. Proper notification pertaining to the use of a separate entity performing law-related services has been addressed in the Purchase Agreements with the Community Associations and LMF will do its best to maintain the integrity of the relationship between BLG and the Community Associations. For evidentiary purposes, LMF shall be a necessary party to the provision of legal services, and any communications between BLG and LMF about BLG client matters shall be confidential and non-waivable except by the client or an agent of the client acting as their attorney-in-fact.
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Associations have granted this authority to LMF pursuant to an irrevocable Power of Attorney given under the Purchase Agreements between LMF and the Community Associations. LMF will provide BLG, on an annual basis, in writing, with a current list of individuals who have the authority to act on behalf of LMF.
$82,000 which shall be earned upon receipt and non-refundable. Regardless of the operational and document preparation responsibilities, all units assigned to or originated by BLG will have legal fees credited to BLG. Prior to the commencement of work on a new matter, or a matter assigned to BLG by LMF, or a matter originated by BLG, whereby LMF is the guarantor/payor pursuant to an Purchase Agreement, and BLG is, or may be seeking payment for its legal fees from LMF, BLG shall advise LMF of its preferred course of action prior to the commencement of work by BLG. At the time the course of action is determined by LMF, LMF and BLG shall agree on the amount, type, and terms of payment for the services rendered. BLG shall defer legal billing until such time a "Triggering Event" occurs. Triggering events are defined as the earlier of any of the following events:
11. Obtainment of title by LMF or its assigns in a lien foreclosure action;
m. Termination of the representation ofBLG by LMF; or
1v. Ongoing defense of a mortgage foreclosure, whereby LMF or its assigns are the unit owner.
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reimbursed from the delinquent owner pursuant to the Florida Statutes, but LMF will pay those non-recoverable fees on their behalf.
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this Agreement and understands that this information is considered attorney-client privilege and subject to the rules governing confidentiality.
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termination shall result in no additional Delinquent Unit accounts being referred to BLG as collection Counsel under any Purchase Agreement. With respect to accounts subject to this Agreement, all services and economic benefits of this Agreement after termination will continue in an orderly fashion until all accounts subject to this Agreement are paid in full or a formal termination agreement is entered into by the Parties.
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The Parties further agree and consent that venue of any action hereunder shall be exclusively in the county of Hillsborough, State of Florida. The prevailing party in any action to enforce the terms of this Agreement shall be entitled to attorney's fees for the action, from investigation through appeal.
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Ifto BLG:
Ifto LMF:
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Business Law Group, P.A.
302 Knights Run Avenue, Suite 1050
Tampa, FL 33606
Attn: Scott C. Davis, Esq.
LM Funding, LLC
302 Knights Run Avenue, Suite 1000
Tampa, Florida 33602
Attn: Bruce M. Rodgers, CEO
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The undersigned hereby acknowledge that the Parties have executed and entered into this Agreement as of the Effective Date first written above.
LM FUNDING, LLC
By LM Funding America, Inc. Its Manager
/s/s Bruce Rodgers
Bruce M. Rodgers, CEO
BUSINESS LAW GROUP, P.A.
/s/ Scott Davis
SCOTT C. DAVIS, PRESIDENT
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Exhibit A
Copy of the Software License Agreement
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AMENDMENT
TO
SERVICES AGREEMENT
This AMENDMENT TO SERVICES AGREEMENT (“Amendment”) is entered into as of this 1st day of February 1, 2022, by and between LM FUNDING, LLC, a Florida limited liability company (“LMF”), and BLG Association Law, PLLC, a Florida professional limited liability company (“New BLG”) and successor in interest to BUSINESS LAW GROUP, P.A., a Florida professional association (“Old BLG”), (collectively, the “Parties”). This Amendment amends the Agreement by and between Old BLG and LMF dated April 15, 2015, as amended (“Agreement”) and assigned to New BLG on February 1, 2022.
RECITALS
WHEREAS, on February 1, 2022, Old BLG assigned all of its assets to New BLG and New BLG has assumed all of the liabilities of Old BLG;
WHEREAS, LMF has conditioned its consent to the Assignment of the Agreement upon New BLG agreeing to the amended terms and conditions contained herein; and
WHEREAS, LMF and New BLG have agreed herein for New BLG to provide collection services to the Community Associations and in some cases to LMF, subject to the rules of professional conduct promulgated by the Florida Bar, and serve as Counsel as further defined in the Purchase Agreements (as defined herein). The legal services provided by New BLG to the Community Associations under this Agreement include assisting such clients with the collection of past due accounts from its Delinquent Unit owners;
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, and for other good and valuable consideration, it is agreed that:
1. Recitals. The statements contained in the recitals set forth above (“Recitals”) are true and correct and the Recitals by this reference are made a part of this Agreement. All defined terms not defined herein shall have the same meaning as set forth in the Agreement.
2. Commencement. Subject to and upon the terms and conditions set forth in this Amendment, this Amendment shall be deemed effective and relate back to February 1, 2022 (“Effective Date”).
3. Amendment. Section 5 of the Agreement is deleted in its entirety and amended and restated as follows:
5. Charges for Legal Services:
a) LMF shall pay to New BLG an engagement fee for each month in the amount of $53,000 which shall be earned upon receipt and non-refundable. Regardless of the operational and document preparation responsibilities, all units assigned to or originated by New BLG will have legal fees credited to New BLG. Prior to the commencement of work on a new matter, or a matter assigned to New BLG by LMF, or a matter originated by New BLG, whereby LMF is the guarantor/payor pursuant to a Purchase Agreement, and New BLG is, or may be seeking payment for its legal fees from LMF, New BLG shall advise LMF of its preferred course of action prior to the commencement of work by New BLG. At the time the course of action is determined by LMF, LMF and New BLG shall agree on the amount, type, and terms of payment for the services rendered. New BLG shall defer legal billing until such time a “Triggering Event” occurs. Triggering events are defined as the earlier of any of the following events:
i. A collection event occurs, which relieves all potential debtors from liability, otherwise concluding the representation;
ii. Obtainment of title by LMF or its assigns in a lien foreclosure action;
iii. Termination of the representation of New BLG by LMF; or
iv. Ongoing defense of a mortgage foreclosure, whereby LMF or its assigns are the unit owner.
b) Upon the occurrence of a Triggering Event wherein New BLG received no payment from the Delinquent Unit Owner, LMF shall pay to New BLG $700. These fees are exclusive of costs as further addressed in Section 6 of this Agreement.
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c) If New BLG renders legal services that are not subject to the Purchase Agreements, the Community Associations will be responsible for paying BLG for said legal services and costs not subject to such Purchase Agreement, including those incurred in connection with any work performed by BLG on matters prior to the date this Agreement was executed by the Parties.
4. Notices. All notices or other communications required or permitted hereunder shall be deemed to have been duly given and made if (a) in writing and served by personal delivery upon the party for whom it is intended or (b) delivered by registered mail, certified mail, courier service, or telecopier, return receipt received, to the following addresses:
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If to BLG: |
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BLG Association Law, PLLC 1200 W. Platt St., Suite 1000 Tampa, FL 33606 Attn: Jacob Bair, Esq. |
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If to LMF: |
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LM Funding, LLC 1200 W. Platt St., Suite 1010 Attn: Bruce M. Rodgers, President |
5. Entire Agreement. This Amendment, together with the Agreement, constitutes the entire agreement of the Parties with respect to its subject matter and supersedes any prior or contemporaneous agreement or understanding between the Parties. Unless otherwise agreed between us in writing, New BLG, LMF agree and consent to these terms. No change, amendment, supplement or modification of this Agreement shall be valid unless the same is in writing and signed by the Parties hereto.
6. Counterparts. This Amendment may be executed in counterparts, each of which will constitute an original, and all of which will constitute one agreement.
7. Headings. The section headings in this Agreement are solely for convenience of reference and shall not affect the interpretation or construction of the terms and provisions hereof.
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The undersigned hereby acknowledge that the Parties have executed and entered into this Agreement as of the Effective Date first written above.
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LM FUNDING, LLC |
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/s/ Bruce Rodgers |
Bruce M. Rodgers, President |
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BLG ASSOCIATION LAW, PLLC |
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/s/ Jacob Bair |
Jacob Bair, Manager |
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AMENDMENT
TO
SERVICES AGREEMENT
This AMENDMENT TO SERVICES AGREEMENT (“Amendment”) is entered into as of this 1st day of February 1, 2022, by and between LM FUNDING, LLC, a Florida limited liability company (“LMF”), and BLG Association Law, PLLC, a Florida professional limited liability company (“New BLG”) and successor in interest to BUSINESS LAW GROUP, P.A., a Florida professional association (“Old BLG”), (collectively, the “Parties”). This Amendment amends the Agreement by and between Old BLG and LMF dated April 15, 2015, as amended (“Agreement”) and assigned to New BLG on February 1, 2022.
RECITALS
WHEREAS, on February 1, 2022, Old BLG assigned all of its assets to New BLG and New BLG has assumed all of the liabilities of Old BLG;
WHEREAS, LMF has conditioned its consent to the Assignment of the Agreement upon New BLG agreeing to the amended terms and conditions contained herein; and
WHEREAS, LMF and New BLG have agreed herein for New BLG to provide collection services to the Community Associations and in some cases to LMF, subject to the rules of professional conduct promulgated by the Florida Bar, and serve as Counsel as further defined in the Purchase Agreements (as defined herein). The legal services provided by New BLG to the Community Associations under this Agreement include assisting such clients with the collection of past due accounts from its Delinquent Unit owners;
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, and for other good and valuable consideration, it is agreed that:
1. Recitals. The statements contained in the recitals set forth above (“Recitals”) are true and correct and the Recitals by this reference are made a part of this Agreement. All defined terms not defined herein shall have the same meaning as set forth in the Agreement.
2. Commencement. Subject to and upon the terms and conditions set forth in this Amendment, this Amendment shall be deemed effective and relate back to January 1, 2024 (“Effective Date”).
3. Amendment. Section 5 of the Agreement is deleted in its entirety and amended and restated as follows:
5. Charges for Legal Services:
a) LMF shall pay to New BLG an engagement fee for each month in the amount of $43,000 which shall be earned upon receipt and non-refundable. Regardless of the operational and document preparation responsibilities, all units assigned to or originated by New BLG will have legal fees credited to New BLG. Prior to the commencement of work on a new matter, or a matter assigned to New BLG by LMF, or a matter originated by New BLG, whereby LMF is the guarantor/payor pursuant to a Purchase Agreement, and New BLG is, or may be seeking payment for its legal fees from LMF, New BLG shall advise LMF of its preferred course of action prior to the commencement of work by New BLG. At the time the course of action is determined by LMF, LMF and New BLG shall agree on the amount, type, and terms of payment for the services rendered. New BLG shall defer legal billing until such time a “Triggering Event” occurs. Triggering events are defined as the earlier of any of the following events:
i. A collection event occurs, which relieves all potential debtors from liability, otherwise concluding the representation;
ii. Obtainment of title by LMF or its assigns in a lien foreclosure action;
iii. Termination of the representation of New BLG by LMF; or
iv. Ongoing defense of a mortgage foreclosure, whereby LMF or its assigns are the unit owner.
b) Upon the occurrence of a Triggering Event wherein New BLG received no payment from the Delinquent Unit Owner, LMF shall pay to New BLG $700. These fees are exclusive of costs as further addressed in Section 6 of this Agreement.
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c) If New BLG renders legal services that are not subject to the Purchase Agreements, the Community Associations will be responsible for paying BLG for said legal services and costs not subject to such Purchase Agreement, including those incurred in connection with any work performed by BLG on matters prior to the date this Agreement was executed by the Parties.
4. Notices. All notices or other communications required or permitted hereunder shall be deemed to have been duly given and made if (a) in writing and served by personal delivery upon the party for whom it is intended or (b) delivered by registered mail, certified mail, courier service, or telecopier, return receipt received, to the following addresses:
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If to BLG: |
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BLG Association Law, PLLC 1200 W. Platt St., Suite 1000 Tampa, FL 33606 Attn: Jacob Bair, Esq. |
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If to LMF: |
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LM Funding, LLC 1200 W. Platt St., Suite 1010 Attn: Bruce M. Rodgers, President |
5. Entire Agreement. This Amendment, together with the Agreement, constitutes the entire agreement of the Parties with respect to its subject matter and supersedes any prior or contemporaneous agreement or understanding between the Parties. Unless otherwise agreed between us in writing, New BLG, LMF agree and consent to these terms. No change, amendment, supplement or modification of this Agreement shall be valid unless the same is in writing and signed by the Parties hereto.
6. Counterparts. This Amendment may be executed in counterparts, each of which will constitute an original, and all of which will constitute one agreement.
7. Headings. The section headings in this Agreement are solely for convenience of reference and shall not affect the interpretation or construction of the terms and provisions hereof.
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The undersigned hereby acknowledge that the Parties have executed and entered into this Agreement as of the Effective Date first written above.
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LM FUNDING, LLC
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/s/ Richard Russell |
Richard Russell, CFO |
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BLG ASSOCIATION LAW, PLLC
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/s/ Jacob Bair |
Jacob Bair, Manager |
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