California Department of Business Oversight consent order, Itria Ventures LLC Mar. 2020
Archived source: California Department of Business Oversight consent order, Itria Ventures LLC Mar. 2020. Captured from dfpi.ca.gov.
Cited in: Jonathan S. Gitlin
Full text
-1-CONSENT ORDER 12345678910 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 State of California - Department of Business Oversight MARY ANN SMITH Deputy Commissioner DANIEL P. O’DONNELL Assistant Chief Counsel TREVOR J. CARROLL (State Bar No. 306425) Counsel Department of Business Oversight 1515 K Street, Suite 200 Sacramento, California 95814 Telephone: (916) 322-8782 Facsimile: (916) 445-6985 Attorneys for Complainant BEFORE THE DEPARTMENT OF BUSINESS OVERSIGHT OF THE STATE OF CALIFORNIA In the Matter of: THE COMMISSIONER OF BUSINESS OVERSIGHT, Complainant, v. ITRIA VENTURES LLC, Respondent. ))))))))))))))) CFL License No.: 60DBO-35839 CONSENT ORDER The Commissioner of Business Oversight (Commissioner) and Itria Ventures LLC (Itria), (collectively, Parties), enter into this Consent Order with respect to the following facts: RECITALS A. The Commissioner has jurisdiction over the licensing and regulation of persons and entities engaged in the business of making consumer and commercial loans pursuant to the California Financing Law (CFL) (Fin. Code, § 22000 et seq.). B. Itria is a finance lender that was licensed by the Commissioner from December 12, 2014 to December 29, 2019 (CFL License No. 60DBO-35839). Itria has its principal office located at One -2-CONSENT ORDER 12345678910 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 State of California - Department of Business Oversight Penn Plaza, Suite 4530, New York, New York 10119. C. Itria has no branch locations in California. D. Jonathan S. Gitlin is the senior vice president and general counsel and a control person of Itria and, as such, is authorized to enter into this Consent Order on Itria’s behalf. E. In accordance with Financial Code section 22107, each finance lender, broker, or program administrator licensee shall pay to the Commissioner its pro rata share of all costs and expenses, including the costs and expenses associated with the licensing of mortgage loan originators it employs, reasonably incurred in the administration of this division, as estimated by the Commissioner, for the ensuing year and any deficit actually incurred or anticipated in the administration of the program in the year in which the assessment is made. CFL licensees must pay the annual assessment on or before the 31st day of October each year. F. Pursuant to Financial Code section 22153, a licensee is required to submit a change of address form 10 days prior to an address change. G. On September 30, 2019, the Commissioner sent Itria the Assessment Notice per invoice number CF1700. The notice was mailed to the address Itria registered with the Department (Registered Address): 462 7th Avenue, 20th Floor, New York, New York 10018. The notice stated that the annual assessment would become delinquent if not paid by October 31, 2019. H. As of October 31, 2019, Itria had not paid its annual assessment. The failure to pay the annual assessment on or before October 31, 2019 represents a violation of Financial Code section 22107. I. As of November 6, 2019, Itria had not paid its annual assessment. As a result, the Commissioner sent to Itria’s Registered Address a Notice of Unpaid Assessment on November 6, 2019. The notice warned that failure to pay the assessment would result in summary revocation of Itria’s license. Itria did not respond to the Commissioner’s notice. J. As of December 6, 2019, Itria had not paid its annual assessment. As a result, on December 6, 2019, the Commissioner issued an Order Summarily Revoking California Financing Law License Pursuant to Financial Code Section 22107 for CFL License Number 60DBO-35839 (Revocation Order). The Department mailed the Revocation Order to Itria’s Registered Address along with notice that it would become effective December 30, 2019 unless payment of the annual assessment was -3-CONSENT ORDER 12345678910 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 State of California - Department of Business Oversight received by close of business on December 27, 2019. K. As of December 27, 2019, the assessment remained unpaid. As such, the Revocation Order became effective December 30, 2019. L. Itria stated that it did not receive the notices or the Revocation Order because it failed to properly notify the Commissioner that it had changed its place of business to a street address other than that designated on its license, as required by Financial Code section 22153. M. Itria admits to the jurisdiction of the Commissioner and it is the intention of the parties to resolve this matter without the necessity of a hearing and/or other litigation. N. The Commissioner finds that entering into this Consent Order is in the public interest and consistent with the purposes fairly intended by the CFL. NOW, THEREFORE, for good and valuable consideration, and the terms and conditions set forth herein, the Parties agree as follows: TERMS 1. Purpose. This Consent Order resolves the issues before the Commissioner described above in a manner that avoids the expense of a hearing and other possible court proceedings, protects consumers, is in the public interest, and is consistent with the purposes, policies, and provisions of the CFL. 2. Desist and Refrain Order. Pursuant to Financial Code section 22712, Itria is hereby ordered to desist and refrain from failing to timely pay the annual assessment in violation of Financial Code section 22107. 3. Order Rescinding Revocation Order(s). The Commissioner hereby rescinds the Revocation Order, which was issued on December 6, 2019, and became effective on December 30, 2019, as of the effective date of revocation. 4. Order to Pay Annual Assessment. Pursuant to Financial Code section 22107, the Commissioner hereby orders Itria to pay $250.00 to the Department of Business Oversight for the 2019 – 2020 annual assessment. The annual assessment shall be paid to the Commissioner within 30 days of the Effective Date of this Consent Order as defined in paragraph 23. The annual assessment shall be labeled “2019 – 2020 annual assessment” and made payable in the form of a cashier’s check -4-CONSENT ORDER 12345678910 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 State of California - Department of Business Oversight or Automated Clearing House deposit to the “Department of Business Oversight,” and transmitted to the attention of: ATTN: Accounting Department of Business Oversight 1515 K Street, Suite 200 Sacramento, California 95814 Notice of payment shall be made via email to Trevor Carroll, Counsel at Department of Business Oversight, at trevor.carroll@dbo.ca.gov. Receipt of said amount is acknowledged. 5. Administrative Penalties and Fines. Itria shall pay administrative fines and penalties in the amount of $3,000.00 for the violations of the CFL enumerated herein. All fines and penalties shall be labeled “fines and penalties” and made payable in the form of a cashier’s check or Automated Clearing House deposit to the “Department of Business Oversight,” and transmitted to the attention of: ATTN: Accounting – Litigation Department of Business Oversight 1515 K Street, Suite 200 Sacramento, California 95814 Notice of payment shall be made via email to Trevor Carroll, Counsel at Department of Business Oversight, at trevor.carroll@dbo.ca.gov. Receipt of said amount is acknowledged. 6. Waiver of Hearing Rights. Itria acknowledges that the Commissioner is ready, willing, and able to proceed with the filing of an administrative enforcement action on the charges contained in this Consent Order. Itria hereby waives the right to any hearings, and to any reconsideration, appeal, or other right to review which may be afforded pursuant to the CFL, the California Administrative Procedure Act, the California Code of Civil Procedure, or any other provision of law. Itria further expressly waives any requirement for the filing of an Accusation pursuant to Government Code section 11415.60, subdivision (b). By waiving such rights, Itria effectively consents to this Consent Order and Desist and Refrain Order becoming final. 7. Failure to Comply with Consent Order. Itria agrees that if it fails to comply with the terms of this Consent Order, the Commissioner may, in addition to all other available remedies it may invoke Itria the CFL, summarily suspend or revoke the CFL license of Itria until Itria is in -5-CONSENT ORDER 12345678910 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 State of California - Department of Business Oversight compliance. Itria waives any notice and hearing rights to contest such summary suspension which may be afforded under the CFL, the California Administrative Procedure Act, the California Code of Civil Procedure, or any other provision of law in connection therewith. 8. Information Willfully Withheld or Misrepresented. This Consent Order may be revoked and the Commissioner may pursue any and all remedies available under law against Itria if the Commissioner discovers that Itria knowingly or willfully withheld or misrepresented information used for and relied upon in this Consent Order. 9. Future Actions by the Commissioner. If Itria fails to comply with any terms of the Consent Order, the Commissioner may institute proceedings for any and all violations otherwise resolved under this Consent Order. The Commissioner reserves the right to bring any future actions against Itria, or any of its partners, owners, officers, shareholders, directors, employees or successors for any and all unknown violations of the CFL. 10. Assisting Other Agencies. Nothing in this Consent Order limits the Commissioner’s ability to assist any other government agency (city, county, state, or federal) with any prosecution, administrative, civil or criminal brought by that agency against Itria or any other person based upon any of the activities alleged in this matter or otherwise. 11. Headings. The headings to the paragraphs of this Consent Order are inserted for convenience only and will not be deemed a part hereof or affect the construction or interpretation of the provisions hereof. 12. Binding. This Consent Order is binding on all heirs, assigns, and/or successors in interest. 13. Reliance. Each of the parties represents, warrants, and agrees that in executing this Agreement it has relied solely on the statements set forth herein and the advice of its own counsel. Each of the parties further represents, warrants, and agrees that in executing this Agreement it has placed no reliance on any statement, representation, or promise of any other party, or any other person or entity not expressly set forth herein, or upon the failure of any party or any other person or entity to make any statement, representation or disclosure of anything whatsoever. The parties have included this clause: (1) to preclude any claim that any party was in any way fraudulently induced to -6-CONSENT ORDER 12345678910 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 State of California - Department of Business Oversight execute this Agreement; and (2) to preclude the introduction of parol evidence to vary, interpret, supplement, or contradict the terms of this Agreement. 14. Waiver, Amendments, and Modifications. No waiver, amendment, or modification of this Consent Order will be valid or binding unless it is in writing and signed by each of the parties. The waiver of any provision of this Consent Order will not be deemed a waiver of any other provision. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Consent Order by the other party will be considered a waiver of any other condition or provision or of the same condition or provision at another time. 15. Full Integration. This Consent Order is the final written expression and the complete and exclusive statement of all the agreements, conditions, promises, representations, and covenant between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, negotiations, representations, understandings, and discussions between and among the parties, their respective representatives, and any other person or entity, with respect to the subject matter covered hereby. 16. Governing Law. This Consent Order will be governed by and construed in accordance with California law. Each of the parties hereto consents to the jurisdiction of such court, and hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such court. 17. Counterparts. This Consent Order may be executed in one or more separate counterparts, each of which when so executed, shall be deemed an original. Such counterparts shall together constitute a single document. 18. Effect Upon Future Proceedings. If Itria applies for any license, permit, or qualification under the Commissioner’s current or future jurisdiction, or is the subject of any future action by the Commissioner to enforce this Consent Order, then the subject matter hereof shall be admitted for the purpose of such application(s) or enforcement proceedings(s). 19. Voluntary Agreement. Itria enters this Consent Order voluntarily and without coercion and acknowledges that no promises, threats or assurances have been made by the Commissioner or any officer, or agent thereof, about this Consent Order. The parties each represent and acknowledge -7-CONSENT ORDER 12345678910 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 State of California - Department of Business Oversight that he, she or it is executing this Consent Order completely voluntarily and without any duress or undue influence of any kind from any source. 20. Notice. Any notice required under this Consent Order be provided to each party at the following addresses: To Itria Ventures LLC: Jonathan S. Gitlin, SVP & General Counsel Itria Ventures LLC One Penn Plaza, Suite 4530 New York, New York 10119 jonathan.gitlin@biz2credit.com To the Commissioner: Trevor J. Carroll, Counsel Department of Business Oversight Enforcement Division 1515 K Street, Suite 200 Sacramento, California 95814 trevor.carroll@dbo.ca.gov 21. Signatures. A fax or electronic mail signature shall be deemed the same as an original signature. 22. Public Record. Itria hereby acknowledges that this Consent Order is and will be a matter of public record. 23. Effective Date. This Consent Order shall become final and effective when signed by all parties and delivered by the Commissioner’s agent via email to Itria’s representative, at jonathan.gitlin@biz2credit.com. /// /// /// /// /// /// -8-CONSENT ORDER 12345678910 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 State of California - Department of Business Oversight 24. Authority to Sign. Each signatory hereto covenants that he/she possesses all necessary capacity and authority to sign and enter into this Consent Order and undertake the obligations set forth herein. Dated: March 23, 2020 MANUEL P. ALVAREZ Commissioner of Business Oversight By_____________________________ Deputy Commissioner Enforcement Division Dated: March 20, 2020 By______________________________ ITRIA VENTURES LLC Jonathan S. Gitlin SVP & General Counsel
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