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PROFESSIONAL SERVICES AGREEMENT - SERVICES FOR THE COLLECTION OF DELINQUENT ACCOUNTS PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made by and between the CITY OF .CLEAR WATER (hereinafter referred to as "CITY") and UNIQUE MANAGEMENT SERVICES (hereinafter referred to as "UNIQUE MANAGEMENT"); WHEREAS, the Clearwater Public Library System (hereinafter referred to as "LffiRAR Y") has noticed a large number of library fines which are past due; and WHEREAS, UNIQUE MANAGEMENT is a national collection agency which collects solely for libraries and understands the importance of patrons' goodwill and the limits of a public entity's budget; and WHEREAS, records of UNIQUE MANAGEMENT shall be subject to review at all times by the LIBRARY director or designee; and WHEREAS, UNIQUE MANAGEMENT must be licensed under the laws of Florida to perform the services in this agreement; and WHEREAS, UNIQUE MANAGEMENT shall comply with the Federal Fair Debt Collections Practices Act, the Florida Consumer Collection Practices Act, and the Fair Credit Reporting Act; and NOW, THEREFORE, in consideration of the foregoing consideration, the parties agree as follows: ARTICLE I WHEREAS CLAUSES The whereas clauses set forth above are incorporated herein by reference and made a part of this agreement. 1 ARTICLE II SCOPE OF WORK UNIQUE MANAGEMENT shall provide the following services for the collection of delinquent accounts assigned to them by the CITY. Initially, the LIBRARY, via electronic data transfer, will provide to UNIQUE MANAGEMENT the necessary information regarding accounts turned over for collection, which includes the account's name, last known address and amount owed. UNIQUE MANAGEMENT shall provide the CITY with sample copies of all correspondence sent for collection purposes and the CITY reserves the right to modify the correspondence wording if deemed necessary. Via electronic data transfer, UNIQUE MANAGEMENT and the LIBRARY will update accounts weekly for any activity which has occurred on an account. UNIQUE MANAGEMENT will provide the LIBRARY with a comprehensive management report in the first week of every month, which details the status of each account and summarizes the activity to date. The LIBRARY may withdraw an account at any time and will indicate this to UNIQUE MANAGEMENT via electronic data transfer or telephone call by the Library Director or designee. No compromise settlement will be entered into by UNIQUE MANAGEMENT on behalf of the CITY without the LIBRARY Director's express knowledge and permission. The LIBRARY retains the right to settle any delinquent accounts. Accounts will first be assigned to UNIQUE MANAGEMENT for Initial Placement collection, at which time UNIQUE MANAGEMENT may proceed to collect on the account by sending letters and calling the patrons with delinquent accounts. Nonresponding accounts which meet the LIBRARY standards will be assigned to 2 UNIQUE MANAGEMENT for Secondary Placement, whereby UNIQUE MANAGEMENT will do skip tracing to ascertain addresses and will proceed with collection of the accounts. Accounts remaining in delinquent status will be reported to national credit reporting agencies. All checks shall be made out to the CITY and delivered to Library Administration, Clearwater Public Library System, 100 N. Osceola Ave., Clearwater, Florida 33755. All books shall be returned to the LIBRARY, and all correspondence and contact from the library patrons contacted by UNIQUE MANAGEMENT shall be made to the LIBRARY. If any of the above are made to UNIQUE MANAGEMENT, they shall be forwarded to the LIBRARY. ARTICLE III COMPENSATION The CITY agrees to pay UNIQUE MANAGEMENT a flat fee of Eight and 95/100 ($8.95) dollars for each account processed, regardless of whether money is collected or materials are returned. This flat fee of eight and 95/100 ($8.95) dollars includes both initial placement services and secondary placement services. UNIQUE MANAGEMENT shall send the bill to the LIBRARY by the 15th of each month, which bill shall be immediately forwarded to the City of Clearwater Finance Department for payment to UNIQUE MANAGEMENT. Notwithstanding the above, the CITY shall never pay more money as compensation to UNIQUE MANAGEMENT, calculated monthly and totally, than the CITY receives from the accounts submitted to UNIQUE MANAGEMENT. 3 ARTICLE IV REIMBURSEMENT All expenses, taxes, and fees resulting from collection efforts by UNIQUE MANAGEMENT shall be borne by UNIQUE MANAGEMENT. ARTICLE V TERM OF AGREEMENT This agreement shall remain in effect until canceled by either party. This agreement may be canceled by either party for any reason upon sixty (60) days written notice. ARTICLE VI AVAILABILITY OF FUNDS The CITY's liability under this Agreement is contingent upon the continued availability of appropriated funds. In the event this Agreement extends beyond the CITY's current fiscal year that begins on October 1 of each year and ends on September 30 of each succeeding year, the CITY and UNIQUE MANAGEMENT mutually agree that performance and payment during subsequent fiscal periods is contingent upon funds being appropriated, allocated, or otherwise made available. The CITY shall be the final determiner of the availability of such funds. In the event sufficient budgeted funds are not available for a new fiscal period, the CITY shall notify UNIQUE MANAGEMENT of such occurrence and the contract shall terminate on the last day of the then current fiscal period without penalty or expense to the CITY. ARTICLE VII NONDISCRIMINATION 4 UNIQUE MANAGEMENT will not discriminate against any employee or applicant for employment because of race, creed, color, sex, or national origin. UNIQUE MANAGEMENT will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their sex, race, creed, color, or national origin. UNIQUE MANAGEMENT agrees to comply with all applicable local, State, and Federal laws and ordinances regarding discrimination in employment against any individual on the basis of race, color, religion, sex, national origin, physical or mental impairment, or age. In particular, UNIQUE MANGEMENT agrees to comply with the provisions of Title 7 of the Civil rights Act of 1964, as amended, and applicable Executive Orders including, but not limited to Executive Order No. 11246. ARTICLE VIII WARRANTY OF NONCONVICTION OF PUBLIC ENTITY CRIME UNIQUE MANAGEMENT warrants that neither UNIQUE MANAGEMENT nor any Officers, Directors, Executives, Partners, Shareholders, Employees, Members, or Agents who are active in the management of UNIQUE MANAGEMENT, nor any affiliate of this entity have been charged or convicted of a public entity crime, and has not been placed on the convicted vendor list. ARTICLE IX TERMINATION Either party may terminate this agreement at any time, for any reason, upon sixty (60) days' written notice. 5 ARTICLE X GENERAL CONDITIONS Any changes to this agreement must be in writing and approved by the CITY. This agreement is to be governed by and interpreted in accordance with the laws of Pin ell as County and the State of Florida. Venue for any litigations arising from or related to this agreement shall be in Pinellas County, Florida. ARTICLE XI INDEMNITY UNIQUE MANAGEMENT shall indemnify, defend, and hold harmless the CITY and all of its agents and employees, from any claim, loss, damage, cost, charge, or expense, including attorney's fees and costs, arising out of any act, action, neglect, or omission during the performance of the contract or work performed thereunder, whether direct or indirect, and whether or not due to or caused by negligence of the CITY or any of its officers, agents, or employees, except that UNIQUE MANAGEMENT will not be liable under this provision for damages arising out of the injury or damage to persons or property directly caused or resulting from the sole negligence of the CITY or any of its agents or employees. UNIQUE MANAGEMENT's obligation to defend and indemnity shall not be excused because of UNIQUE MANAGEMENT's inability to evaluate liability or because UNIQUE MANAGEMENT evaluates liability and determines UNIQUE MANAGEMENT is not liable or determines the CITY is solely negligent. Only a final adjudication or judgment finding the CITY solely negligent shall excuse performance of this provision by UNIQUE MANAGEMENT. If a judgment finding the CITY solely 6 negligent is appealed and the finding of sole negligence is reversed, UNIQUE MANAGEMENT will be obligated to indemnify the CITY for the cost of the appeal(s). UNIQUE MANAGEMENT shall pay all costs and fess related to this obligation and its enforcement by the CITY. This provision shall also pertain to any claims brought against the CITY by any employee of UNIQUE MANAGEMENT, contractor, subcontractor, or anyone directly or indirectly employed by any of them. UNIQUE MANAGEMENT's obligation under this provision shall not be limited in any way to the agreed upon contract price as shown in this agreement or UNIQUE MANAGEMENT's limit of or lack of sufficient insurance protection. ARTICLE XII INDEPENDENT CONTRACTOR STATUS UNIQUE MANAGEMENT is and shall remain an independent contractor and is neither an agent, employee, partner, nor joint venturer ofthe CITY. ARTICLE XIII SERVERABILITY The terms and conditions ofthis agreement shall be deemed to be severable. Consequently, if any clause, term, or condition hereof shall be held to be illegal or void, such determination shall not effect the validity or legality of the remaining terms and conditions, and notwithstanding any such determination, this agreement shall continue in full force and effect unless the particular clause, term, or condition held to be illegal or void renders the balance of the agreement to be impossible of performance. 7 IN WITNESS WHEREOF, the parties have caused this agreement to be executed on their behalf by their respective representatives, each representative having been first duly authorized to act as of the date and year first hereinabove written. The effective date of this agreement is the date of signing. UNIQUE MANAGEMENT SERVICES, INC. By: , ~ Countersigned: CITY OF CLEARWATER, FLORIDA ~ /~ tfJ;tJg-A~ V. Hibbard William B. Home II Mayor City Manager Approved as to form: Attest: - . - ~ ~ -:. --:. -.-. ~. ,- ~~.... -,-- .It / Ct 'G .;~.;."'. ./. ".-. ~ .' --. {}J yn . O~J - ~- o City Clerk /-. --.-..; ___:..<<>'., . , . .- 8