HomeMy WebLinkAboutC-2192lix -6D
AMENDMENT NO. 5 TO AGREEMENT FOR RECOVERING x_2192,
SERVICE OF OVERDUE MATERIALS AND FINES FOR ARCADIA _ 5
PUBLIC LIBRARY BY AND BETWEEN THE CITY OF ARCADIA
AND UNIQUE MANAGEMENT SERVICES, INC.
This Amendment No. 5 ( "Amendment No. 5 ") is hereby entered into by and between the City of
Arcadia, a charter city organized under the Constitution and laws of the State of California, and
Unique Management Services, Inc., a Kentucky Corporation with respect to that certain Professional
Services Agreement between the parties dated December 1, 2005 ( "Agreement ").
The parties agree as follows:
1. Pursuant to Section 3.1.2 of the Professional Services Agreement, the term is extended to and
including June 30, 2011.
2. Section 3.2.9.1 shall be incorporated into the Agreement as follows:
Immigration Reform and Control Act. Consultant acknowledges that Consultant, and all
subcontractors hired by Consultant to perform services under this Agreement, are aware of
and understand the Immigration Reform and Control Act ( "IRCA "). Consultant is and shall
remain in compliance with the IRCA and shall ensure that any subcontractors hired by
Consultant to perform services under this Agreement are in compliance with the IRCA. In
addition, Consultant agrees to indemnify, defend and hold harmless the City, its agents,
officers and employees, from any liability, damages or causes of action arising out of or
relating to any claims that Consultant's employees, or the employees of any subcontractor
hired by Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and /or other claims based upon alleged IRCA violations committed by
Consultant or Consultant's subcontractor(s).
3. All of the remaining terms and provisions of the Agreement are hereby reaffirmed.
In witness whereof the parties have executed this Amendment No. 5 on the date set forth below.
CITY OF ARCADIA
By D
Donald Penman
Dated: 411-1-3 , 2010
ATTE :
City C rk
APPROVED AS TO FORM:
gq� P. 4C4�,4
Stephen P. Deitsch
City Attorney
UNIQUE MANAGEMENT SERVICES
ME a X.,�, jA-d! � iA =I)
CONCUR:
- 22 -10
Ca of n am r- Reagan Dated
Director o ibrary and Museum Services
II00 -60„
AMENDMENT NO. 4 TO AGREEMENT FOR RECOVERING
SERVICE OF OVERDUE MATERIALS AND FINES FOR ARCADIA - a IG 2
PUBLIC LIBRARY BY AND BETWEEN THE CITY OF ARCADIA
AND UNIQUE MANAGEMENT SERVICES, INC.
This Amendment No. 4 ( "Amendment No. 4 ") is hereby entered into by and between the City of
Arcadia, a charter city organized under the Constitution and laws of the State of California, and
Unique Management Services, Inc., a Kentucky Corporation with respect to that certain Professional
Services Agreement between the parties dated December 1, 2005 ( "Agreement ").
The parties agree as follows:
1. Pursuant to Section 3.1.2 of the Professional Services Agreement, the term is extended to and
including June 30, 2010.
2. Section 3.2.9.1 shall be incorporated into the Agreement as follows:
Immigration Reform and Control Act. Consultant acknowledges that Consultant, and all
subcontractors hired by Consultant to perform services under this Agreement, are aware of
and understand the Immigration Reform and Control Act ( "IRCA "). Consultant is and shall
remain in compliance with the IRCA and shall ensure that any subcontractors hired by
Consultant to perform services under this Agreement are in compliance with the IRCA. In
addition, Consultant agrees to indemnify, defend and hold harmless the City, its agents,
officers and employees, from any liability, damages or causes of action arising out of or
relating to any claims that Consultant's employees, or the employees of any subcontractor
hired by Consultant, are not authorized to work in the United States for Consultant or its
subcontractor and/or other claims based upon alleged IRCA violations committed by
Consultant or Consultant's subcontractor(s).
3. All of the remaining terms and provisions of the Agreement are hereby reaffirmed.
In witness whereof the parties have executed this Amendment No. 4 on the date set forth below.
CITY OF ARCADIA
By c 1/J 440 ` c rn �
Donald Penman
Dated: a#.-.Q 7 2009
AT ST:
ity Clekk
APPROVED AS TO FORM:
P_ 1�
Step en P. Deitsch
City Attorney
UNIQUE MANAGEMENT SERVICES
CONCUR:
Caroly agan Dated
Director of Library and Museum Services
AMENDMENT 1& 3 TO AGREEMENT FOR *COVERING
SERVICE OF OVERDUE MATERIALS AND FINES FOR
ARCADIA PUBLIC LIBRARY BY AND BETWEEN THE CITY
OF ARCADIA AND UNIQUE MANAGEMENT SERVICES,
INC.
This Amendment No. 3 ( "Amendment No. 3 ") is hereby entered into by and
between the City of Arcadia, a charter city organized under the Constitution and laws
of the State of California, and Unique Management Services, Inc., a Kentucky
Corporation with respect to that certain Professional Services Agreement between the
parties dated December 1, 2005 ( "Agreement ").
The parties agree as follows:
1. Pursuant to Section 3.1.2 of the Professional Services Agreement, the term is
extended to and including June 30, 2009. -
2. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 3 on the date set
forth below.
CITY OF ARCADIA
Donald Penman
Dated: 2008
ATTE
City 1jrk
APPROVED AS TO FARM:
;qtnp.4�Z4
City Attorney
UNIQUE MANAGEMENT SERVICES
Manager, Strategic Partnerships
CONCUR:
kia i et Sporl r Date
t for of Library and Museum Services
//00 -60
C.z112 -3
AMENDMENT W 2 TO AGREEMENT FOR &COVERING I O pj 0
SERVICE OF OVERDUE MATERIALS AND FINES FOR
ARCADIA PUBLIC LIBRARY BY AND BETWEEN THE CITY
OF ARCADIA AND UNIQUE MANAGEMENT SERVICES,
INC.
This Amendment No. 2 ( "Amendment No. 2 ") is hereby entered into by and
between the City of Arcadia, a charter city organized under the Constitution and laws
of the State of California, and Unique Management Services, Inc., a Kentucky
Corporation with respect to that certain Professional Services Agreement between the
parties dated December 1, 2005 ( "Agreement ").
The parties agree as follows:
1. Pursuant to Section 3.1.2 of the Professional. Services Agreement, the term is r
extended to and including June 30, 2008.
2. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 2 on the date set
forth below.
CITY OF ARCADIA
By =1
City Manager
Dated: ke , 2007
APPROVED AS TO FORM:
&64 P_ )t L
City Attorney
UNIQUE MANAGEMENT SERVICES
Manager, Strategic Partnership
CONCUR:
G. kz..o-I
)orleder v Date
of Library and Museum Services
•
AMENDMENT A. 1 TO AGREEMENT FOR 1[�COVERING c
SERVICE OF OVERDUE MATERIALS AND FINES FOR
ARCADIA PUBLIC LIBRARY BY AND BETWEEN THE CITY
OF ARCADIA AND UNIQUE MANAGEMENT SERVICES,
INC.
This Amendment No. 1 ( "Amendment No. I") is hereby entered into by and
between the City of Arcadia, a charter city organized under the Constitution and laws
of the State of California, and Unique Management Services, Inc., a Kentucky
Corporation with respect to that certain Professional Services Agreement between the
parties dated December 1, 2005 ( "Agreement').
The parties agree as follows:
1. Pursuant to Section 3.1.2 of the Professional Services Agreement, the term is
extended to and including June 30, 2007.
2. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 1 on the date set
forth below.
CITY OF ARCADIA
By
City Manager
Dated- &&o
F
APPROVED AS TO FORM:
City Xttomey
UNIQUE MANAGEMENT SERVICES
By
ejuAL
Manager, Strategic Partnerships
CONCUR:
Z 20 A
an t S der Date
.r for of Library and MUUM, Services
• Gr�lga
WOO -
(�d
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this I st day of December, 2005 by and between
the City of Arcadia, a municipal organization organized under the laws of the State of California
with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066-
6021 ( "City ") and Unique Management Services, Inc., a KENTUCKY CORPORATION with its
principal place of business at 119 East Maple Street, Jeffersonville, Indiana 47130
( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and
collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing material - recovery services
to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the material - recovery
service for the library project ( "Project') as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional material- recovery consulting services
necessary for the Project ( "Services "). The Services are more particularly described in Exhibit
"A" attached hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and incorporated
herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from December 1, 2005 to
June 30, 2006 unless earlier terminated as provided herein. Consultant shall complete the
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Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates: Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant's conformance
with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon prior written approval of City. In the event that City and
Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate
this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
as follows: Dick Neal, Manager, Strategic Partnerships.
3.2.5 City's Representative. The City hereby designates Janet Sporleder,
Director of Library and Museum Services, or his or her designee, to act as its representative for
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the performance of this Agreement ( "City's Representative "). City's Representative shall have
the power to act on behalf of the City for all purposes under this Contract. Consultant shall not
accept direction or orders from any person other than the City's Representative or his or her
designee.
3.2.6 Consultant's Representative. Consultant hereby designates Dick Neal,
Manager, Strategic Partnerships or his or her designee, to act as it's representative for the
performance of this Agreement ( "Consultant's Representative "). Consultant's Representative
shall have full authority to represent and act on behalf of the Consultant for all purposes under
this Agreement. The Consultant's Representative shall supervise and direct the Services, using
his best skill and attention, and shall be responsible for all means, methods, techniques,
sequences and procedures and for the satisfactory coordination of all portions of the Services
under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Finally, Consultant represents that it, its employees
and subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and that
such licenses and approvals shall be maintained throughout the term of this Agreement. As
provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its
own cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub - consultants who
is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project, a threat to the safety of persons or property, or any employee who fails
or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed
from the Project by the Consultant and shall not be re- employed to perform any of the Services
or to work on the Project.
3.2.9 Laws and Reeulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal /OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, its officials, directors, officers, employees and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
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liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section; provided,
however, that in lieu thereof, the Consultant may provide evidence to the City that all
subcontractors are additional insureds under the Contractor's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives, employees, subcontractors and
volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors,
officials, officers, employees, agents and volunteers as an additional insured with proof of
certificate of insurance that they are an additional insured. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be when
commercially available (occurrence based) at least as broad as the latest version of the following:
(1) General Liability: Insurance Services Office Commercial General Liability coverage for
premises and operations, contractual liability, personal injury, bodily injury, independent
contractors, broadform property damage, explosion, collapse, and underground, products and
completed operations (2) Automobile Liability: Insurance Services Office Business Auto
coverage for any auto owned, leased, hired, and borrowed by Consultant or for which Consultant
is responsible; and (3) Workers' Compensation and Employer's Liability: Workers'
Compensation insurance as required by the State of California and Employer's Liability
Insurance.
City, its directors, officials, officers, employees, agents and volunteers shall be listed as
additional insured. Any deductibles or self - insured retentions must be declared to and approved
by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage, with an aggregate limit of $1,000,000. If
Commercial General Liability Insurance or other form with general aggregate limit is used,
either the general aggregate limit shall apply separately to this Agreement/location or the general
aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000
combined single limit per accident for bodily injury and property damage; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor
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Code of the State of California. Employer's Liability limits of $1,000,000 per accident for
bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three (3) years
following completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and volunteers
shall be covered as additional insured with respect to liability arising out of Services operations
and for completed operations performed by or on behalf of the Consultant, including materials,
parts or equipment furnished in connection with such work; and (2) the insurance coverage shall
be primary insurance as respects the City, its directors, officials, officers, employees and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Liability. [INTENTIONALLY OMITTED]
(C) Workers' Compensation and Employers Liability
Coverage. [INTENTIONALLY OMITTED]
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except
after thirty (30) days prior written notice by certified mail, return receipt requested of
cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage;
provided, however, that in the event of cancellation due solely to non - payment of premium, ten
(10) days notice of cancellation for non - payment of premium may instead be given to the City.;
and (B) any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to the City, its directors, officials,
officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the City. Consultant
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shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self - insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, admitted to do business in
California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and endorsements
effecting coverage required by this Agreement on forms satisfactory to the City. The certificates
and endorsements for each insurance policy shall be signed by a person authorized by that
insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested.
Copies of all certificates and endorsements must be received and approved by the City before
work commences. The City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
3.2.10.9 Safe !y. Consultant shall execute and maintain its work so
as to avoid injury or damage to any person or property. In carrying out its Services, the
Consultant shall at all times be in compliance with all applicable local, state and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in accident
prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall
protection ladders, bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully
required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a
material element of this Agreement and failure to maintain or renew coverage or to provide
evidence of renewal may be treated by the City as a material breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services rendered
under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein
by reference. The total compensation shall not exceed TWELVE THOUSAND DOLLARS
($12,000) without written approval of the City Manager. Extra Work may be authorized, as
described below, and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
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3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within forty -five (45) days of receiving such
statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without prior written
authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of such records and any
other documents created pursuant to this Agreement. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation. Consultant may not terminate
this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
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3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
City:
Unique Management Services, Inc.
119 E. Maple St.
Jeffersonville, IN 47130
Attn: Dick Neal
City of Arcadia
240 West Huntington Drive
Arcadia, CA 91066 -6021
Attn: Janet Sporleder, Director of Library and Museum Services
Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its
applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data: Licensing of Intellectual Property. This
Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require
all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license
for any Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
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connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification. Consultant shall defend, indemnify and hold the City, its
officials, officers, employees, volunteers and agents free and harmless from any and all claims,
demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to
property or persons, including wrongful death, in any manner arising out of or incident to any
alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees,
agents, consultants and contractors arising out of or in connection with the performance of the
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages and attorney's fees and other related costs and expenses. Consultant shall
defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or
other legal proceedings of every kind that may be brought or instituted against City, its directors,
officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any
judgment, award or decree that may be rendered against City or its directors, officials, officers,
employees, agents or volunteers, in any such suit, action or other legal proceeding arising from
Consultant's performance of the Services, the Project or this Agreement; except to the extent that
liability is caused by any negligence or willful misconduct by the City or its directors, officials,
officers, employees, agents or volunteers. Consultant shall reimburse City and its directors,
officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity herein provided.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its directors, officials, officers, employees, agents or volunteers and shall
take effect immediately upon execution of this Agreement.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
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• •
3.5.9 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Parry. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.5.13 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Parry shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City shalt have the right to rescind this Agreement without liability.
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For the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex, sexual orientation or age. Such non- discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
City's Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party,
3.5.21 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
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CITY OF ARCADIA
By: qt"'
William R. Kelly
City Manager
Dated: .2005
ATTEST:
City Clerk
APPROVED AS TO FORM:
( n
Stephen P. Deitsch
City Attorney
Revised 8104 LM
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0
UNIQUE MANAGEMENT SERVICES
By: 1 .
Richard A. Neal, Sr.
Manager, Strategic Partnerships
CONCUR:
P_ -0s
J ne Sporlede Date
irec or of Library and Museum Services
0 0
EXHIBIT "A"
SCOPE OF SERVICES
1. Consultant shall provide recovering service of overdue materials and fines for the
Arcadia Public Library. This would represent an approximate total of 1200 accounts
per year as outlined in Exhibit `B" (Schedule of Services).
2. These services are to begin on December 1, 2005 and end approximately June 30,
2006 with the option to renew on a year -by -year basis for a maximum of three (3)
years thereafter as mutually agreed upon. In the event the consultant does not wish to
renew this contract, Consultant must provide at least thirty (30) days written notice to
the City of Arcadia.
3. The City of Arcadia expects Consultant to provide material- recovery service without
interruptions.
4. Consultant will treat the patrons with respect. A gentle nudging approach will be
followed.
5. In initial placement: the first letter will be compared to the National Change of
Address database and then sent out immediately when a patron account is turned over
to the Consultant. A second letter is sent three (3) weeks later if the patron has not
responded. After thirty -five (35) days, Consultant begins making phone calls to
encourage the patron to clear the account.
6. After efforts listed in #5, secondary placement services will take place. This includes
extensive skip tracing, sending a final notice concerning credit reporting, telephone
calls.
7. Consultant shall wait at least one hundred twenty (120) days from the date the
account is sent to the Consultant before it is actually credit reported to give the patron
plenty of time to respond.
8. Consultant will credit report to the largest credit reporting agencies in the North
America: TransUnion, CBI /Equifax and TRW /Experian.
A -1
.I
Exhibit "B"
SCHEDULE OF SERVICES
Provision of the materials - recovery service will be as follows.
•
• The Library will send out overdue notices when items are 21 days late.
• The Library will send out replacement bills when items are 42 days late.
• The Library will send initial reports each week to Consultant when items are 57 days late,
or items have been returned late with fines over $25.00.
• The Library will send daily update reports to Consultant for information on items
returned and / or paid so that the Consultant's records can be cleared.
• The Consultant will utilize the NCOA database to check address of patron before sending
out notice. Then sends initial notice.
• The Consultant will wait three (3) weeks to send the second letter.
• If the patron responds after either the first or second letter and there is still a remaining
balance, the Consultant will automatically send the `remaining balance" letter to
encourage the patron to contact the Library and pay their fines and /or return additional
materials to clear their account.
• If a patron has a remaining, overdue balance 35 days after being sent to the Consultant,
the Consultant will begin making phone calls to encourage the patron to clear their
account. Phone calls are made in the evenings, Monday through Friday from 6:00 to 9:00
PM, and on Saturday from 9:00 to 3:00 PM, (PST /PDT).
• A final notice letter resent if corrected addresses are supplied by skip tracing services.
• If a patron has not cleared their account within 65 days of being sent to the Consultant,
the Consultant calls the patron. This is to explain that credit reporting is scheduled.
• If the patron responds after final letter or call by partially returning materials and/ or
making a payment but still has a remaining balance, the "remaining balance" letter is sent
out immediately.
• Several additional calls will be made depending on the patron balance, what has been
said earlier by the patron and response to date.
• The Consultant will wait at least 120 days from the date the account is sent by the Library
before it is actually credit reported.
M
Exhibit "C"
COMPENSATION
Consultant will be compensated at a rate not to exceed eight dollars and ninety -five cents ($8.95)
per account. Total amount shall not exceed $12,000.
C -1