HomeMy WebLinkAboutContract 54693 CSC No.54693
VENDOR SERVICES AGREEMENT
UNIQUE MANAGEMENT SERVICES,INC.
This VENDOR SERVICES AGREEMENT ("Agreement") is made and entered into by and
between the CITYOF FORT WORTH("City"),a Texas home rule municipal corporation,acting by and
through Dana Burghdoff, its duly authorized Assistant City Manager, and UNIQUE MANAGEMENT
SERVICES, INC. ("Vendor"), an Indiana Company, acting by and through Nicole Atkins, its duly
authorized President/CEO, each individually referred to as a "party" and collectively referred to as the
"parties."
WHEREAS, on August 3, 2017, the Parties previously entered into City Secretary Contract No.
49471 for Vendor to provide the City with library fine collection, library material recovery, and patron
notification services; and
WHEREAS, City Contract No. 49472 allowed for two one-year renewal terms, the last of which
expired on August 3,2020; and
WHEREAS, the City and Vendor now wish to enter into a new Agreement for Vendor to
continue providing the same services("Agreement'); and
WHEREAS,the Parties acknowledge and agree that the execution of this Agreement after the
"Effective Date"will not impact the enforceability of the Agreement.
NOW, THEREFORE, City and Vendor acting herein by and through their duly authorized
representatives,enter into the following agreement.
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Vendor Services Agreement;
2. Exhibit A—Scope of Work;
3. Exhibit B—Price Schedule;and
4. Exhibit C—Verification of Signature Authority Form.
Exhibits A, B and C,which are attached hereto and incorporated herein,are made a part of this Agreement
for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and
the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement
shall control.
1. SCOPE OF WORK.
Vendor hereby agrees, with good faith and due diligence, to provide the City with library fine
collection, library material recovery, and patron notification services. Specifically, Vendor will perform
all duties outlined and described in the Scope of Work, which is attached hereto as Exhibit "A" and
incorporated herein for all purposes,and further referred to herein as the"Services."Vendor shall perform
the Services in accordance with standards in the industry for the same or similar services. In addition, 5
Vendor shall perform the Services in accordance with all applicable federal,state,and local laws,rules,and
regulations. If there is any conflict between this Agreement and Exhibit A,the terms and conditions of this
Agreement shall control.
OFFICIAL RECORD
2. TERM. CITY SECRETARY
FT.WORTH, TX
Vendor Services Agreement—CFW/Unique Page 1 of 15
This Agreement shall begin on August 4, 2020 ("Effective Date") and shall expire on August 3,
2021 (`Expiration Date"),'unless terminated earlier in accordance with this Agreement. City shall have the
option,in its sole discretion,to renew this Agreement under the same terms and conditions,for an unlimited
number of one-year renewal options, at City's sole discretion.
3. COMPENSATION.
City shall pay Vendor in accordance with the fee schedule for Services under this Agreement in
accordance with the provisions of this Agreement and Exhibit`B,"—Price Schedule. Total payment made
under this Agreement for the first year by City shall not exceed Fifty Nine Thousand Nine Hundred
Dollars ($59,900.00). Vendor shall not perform any additional services or bill for expenses incurred for 4
City not specified by this Agreement unless City requests and approves in writing the additional costs for
such services.City shall not be liable for any additional expenses of Vendor not specified by this Agreement
unless City first approves such expenses in writing.
Vendor agrees to submit monthly invoices by the 10th day of the month for Services provided in
the previous month. City agrees to pay Vendor within thirty(30)days of receipt of accurate invoice.
4. TERMINATION.
4.1. Written Notice. City may terminate this Agreement at any time and for any reason by
providing Vendor with 30 days'written notice of termination.Vendor may terminate this Agreement at any
time and for any reason by providing City 60 days' written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence
and this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of
termination and Vendor shall continue to provide City with services requested by City and in accordance
with this Agreement up to the effective date of termination. Upon termination of this Agreement for any
reason,Vendor shall provide City with copies of all completed or partially completed documents prepared
under this Agreement. In the event Vendor has received access to City Information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a machine readable
format or other format deemed acceptable to City. E
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5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor,for itself and its officers, agents and employees, agrees
that it shall treat all information provided to it by City ("City Information") as confidential and shall not
disclose any such information to a third party without the prior written approval of City.
Vendor Services Agreement—CFW/Unique Page 2 of 15
5.3 Unauthorized Access.Vendor shall store and maintain City Information in a secure manner
and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way. Vendor shall notify City immediately if the security or integrity of any City Information has been
compromised or is believed to have been compromised,in which event,Vendor shall, in good faith,use all
commercially reasonable efforts to cooperate with City in identifying what information has been accessed
by unauthorized means and shall fully cooperate with City to protect such City Information from further
unauthorized disclosure.
6. RIGHT TO AUDIT.
Vendor agrees that City shall,until the expiration of three (3)years after final payment under this
contract,or the final conclusion of any audit commenced during the said three years,have access to and the
right to examine at reasonable times any directly pertinent books,documents,papers and records,including,
but not limited to, all electronic records, of Vendor involving transactions relating to this Agreement at no
additional cost to City. Vendor agrees that City shall have access during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice
of intended audits.
This section shall survive the expiration or termination of this Agreement.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Vendor shall operate as an independent contractor as to
all rights and privileges and work performed under this Agreement, and not as agent, representative or
employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, consultants and
subcontractor. Vendor acknowledges that the doctrine of respondeat superior shall not apply as between
City, its officers, agents, servants and employees, and Vendor, its officers, agents, employees, servants,
Vendors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between City and Vendor. It is further understood that City shall in no
way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractor of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractor of Vendor shall be entitled to any employment benefits from City. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers,agents,servants, employees or subcontractor.
S. LIABILITY AND INDEMNIFICATION.
8.1 LIABILITY- VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S),
MALFEASANCE OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2 GENERAL INDEMNIFICATION- VENDOR HEREBYCOVENANTSANDAGREES
TO INDEMNIFY,HOLD HARMLESSAND DEFEND CITY,ITS OFFICERS,AGENTS,SERVANTS
AND EMPLOYEES,FROMANDAGAINSTANYANDALL CLAIMS OR LAWSUITS OFANYKIND
OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR
Vendor Services Agreement—CFW/Unique Page 3 of 15
LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S BUSINESS AND ANY
RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCL UDING DEATH, TO ANYAND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION — Vendor agrees to defend,
settle, or pay, at its own cost and expense, any claim or action against City for infringement of any
patent, copyright, trade marls, trade secret, or similar property right arising from City's use of the
software and/or documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay shall not apply if City modifies or misuses the software and/or
documentation. So long as Vendor bears the cost and expense of payment for claims or actions against
City pursuant to this section,Vendor shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or compromise any such
claim; however, City shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with
Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment
of costs and expenses for any claim or action brought against City for infringement arising under this
Agreement, City shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim; however,
Vendor shall fully participate and cooperate with City in defense of such claim or action.City agrees
to give Vendor timely written notice of any such claim or action,with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify City under this Agreement.If the software
and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the software and/or documentation;or(b)modify the software and/or documentation
to make it non-infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the software and/or
documentation with equally suitable, compatible, and functionally equivalent non-infringing
software and/or documentation at no additional charge to City; or (d) if none of the foregoing
alternatives is reasonably available to Vendor terminate this Agreement,and refund all amounts paid
to Vendor by City,subsequent to which termination City may seek any and all remedies available to
City under law.
Section 8 shall survive the expiration or termination of this Agreement.
9. ASSIGNMENT AND SUBCONTRACTING.
9.1 Assignment. Vendor shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of City. If City grants consent to an assignment,the
assignee shall execute a written agreement with City and Vendor under which the assignee agrees to be
bound by the duties and obligations of Vendor under this Agreement.Vendor and Assignee shall be jointly
liable for all obligations of Vendor under this Agreement prior to the effective date of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, sub Vendor shall execute a written
agreement with Vendor referencing this Agreement under which sub Vendor shall agree to be bound by the
duties and obligations of Vendor under this Agreement as such duties and obligations may apply. Vendor
shall provide City with a fully executed copy of any such subcontract.
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10. INSURANCE.
Vendor shall provide City with certificate(s) of insurance documenting policies of the following
types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other
state workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident;each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease;policy limit
(c) Professional Liability(Errors &Omissions):
$1,000,000- Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name City
as an additional insured thereon, as its interests may appear.The term City shall
include its employees, officers, officials, agents, and volunteers in respect to the
contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right
of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of
coverage shall be provided to City. Ten(10)days' notice shall be acceptable in the
event of non-payment of premium.Notice shall be sent to the Risk Manager,City
of Fort Worth,200 Texas Street,Fort Worth,Texas 76102,with copies to the Fort
Worth City Attorney at the same address.
Vendor Services Agreement—CFW/Unique Page 5 of 15
(d) The insurers for all policies must be licensed and/or approved to do business in the
State of Texas. All insurers must have a minimum rating of A- VII in the current
A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that
required,written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation shall
not constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS.
Vendor agrees that in the performance of its obligations hereunder, it shall comply with all
applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in
connection with this Agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If City notifies Vendor of any violation of such laws, ordinances, rules
or regulations,Vendor shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Vendor, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Vendor's duties and obligations
hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF
THIS NON-DISCRIMINATION COVENANT BY VENDOR, ITS PERSONAL
REPRESENTATIVES, ASSIGNS, SUBCONTRACTORS OR SUCCESSORS IN INTEREST,
VENDOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY
AND HOLD CITY HARMLESS FROM SUCH CLAIM.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to
have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received
by the other party by United States Mail,registered, return receipt requested, addressed as follows:
To CITY: To VENDOR:
City of Fort Worth Unique Management Services, Inc.
Attn:Dana Burgdoff,Assistant City Manager Nicole Atkins,President/CEO
200 Texas Street 119 E. Maple Street
Fort Worth,TX 76102-6314 Jefferson, IN 47130
Facsimile: (817)392-8654 Facsimile: (812)285-0895
With copy to Fort Worth City Attorney's Office at
same address
Vendor Services Agreement—CFW/Unique Page 6 of 15
14. SOLICITATION OF EMPLOYEES.
Neither City nor Vendor shall, during the term of this Agreement and additionally for a period of
one year after its termination, solicit for employment or employ, whether as employee or independent
contractor,any person who is or has been employed by the other during the term of this Agreement,without
the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not
apply to an employee of either party who responds to a general solicitation of advertisement of employment
by either party.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, City does not waive or surrender
any of its governmental powers or immunities.
16. NO WAIVER.
The failure of City or Vendor to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Vendor's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas.If any action,
whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action
shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern
District of Texas,Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be,affected or impaired.
19. FORCE MAJEURE.
City and Vendor shall exercise their best efforts to meet their respective duties and obligations as
set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes,
lockouts, natural disasters, wars, riots, epidemics, pandemics, material or labor restrictions by any
governmental authority,transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a
part of this Agreement,and are not intended to define or limit the scope of any provision of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C.
Vendor Services Agreement—CFW/Unique Page 7 of 15
22. AMENDMENTS/MODIFICATIONS/EXTENSIONS.
No amendment, modification, or extension of this Agreement shall be binding upon a party hereto
unless set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement
between City and Vendor,their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed in multiple counterparts, each of which shall be an original and
all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a
PDF or tiff image, or a signature, shall be treated as and shall have the same effect as an original. The
Pat-ties agree that the execution of this Agreement after the "Effective Date" will not impact the
enforceability of the Agreement.
25. WARRANTY OF SERVICES.
Vendor warrants that its services will be of a high quality and conform to generally prevailing
industry standards.City must give written notice of any breach of this warranty within thirty(30)days from
the date that the services are completed. In such event, at Vendor's option, Vendor shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or
(b)refund the fees paid by City to Vendor for the nonconforming services.
26. IMMIGRATION NATIONALITY ACT.
Vendor shall verify the identity and employment eligibility of its employees who perform work
under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon
request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility
documentation for each employee who performs work under this Agreement. Vendor shall adhere to all
Federal and State laws as well as establish appropriate procedures and controls so that no services will be
performed by any Vendor employee who is not legally eligible to perform such services. VENDOR
SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS, OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
27. OWNERSHIP OF WORK PRODUCT.
City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and
documentation, created, published, displayed, and/or produced in conjunction with the services provided
under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner
of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product.
Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or
fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each
Vendor Services Agreement—CFW/Unique Page 8 of 15
copyrightable aspect of the Work Product shall be considered a"work-made-for-hire" within the meaning
of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is
not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended,
Vendor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product,
and all copies thereof,and in and to the copyright, patent,trademark,trade secret,and all other proprietary
rights therein, that City may have or obtain, without further consideration, free from any claim, lien for
balance due, or rights of retention thereto on the part of City.
28. SIGNATURE AUTHORITY.
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of the respective party,and that such binding authority has been granted by proper
order,resolution,ordinance or other authorization of the entity.This Agreement and any amendment hereto,
may be executed by any authorized representative of Vendor whose name,title and signature is affixed on
the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement or any amendment
hereto.
29. CHANGE IN COMPANY NAME OR OWNERSHIP
Vendor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or
address change for the purpose of maintaining updated City records.The president of Vendor or authorized
official must sign the letter. A letter indicating changes in a company name or ownership must be
accompanied with supporting legal documentation such as an updated W-9,documents filed with the state
indicating such change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to provide the specified documentation so may adversely impact
future invoice payments.
30. PROHIBITION ON CONTRACTING WITH COMPANIES THAT BOYCOTT ISRAEL
This provision shall only apply if Vendor has ten or more full time employees and this Agreement
is for $100,000.00 or more. Vendor acknowledges that in accordance with Chapter 2270 of the Texas
Government Code,the City is prohibited from entering into a contract with a company for goods or services
unless the contract contains a written verification from the company that it: (1)does not boycott Israel;and
(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"and"company"shall
have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing
this contract,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:
(1) does not boycott Israel;and(2)will not boycott Israel during the term of the contract.
31. CONFIDENTIAL INFORMATION
Vendor acknowledges that City is a governmental entity and is subject to the Texas Public
Information Act("Act"). By executing this agreement, Vendor acknowledges that this agreement will be
publicly available on the City's website, and Vendor is therefore waiving any claim of confidentiality,
whether based in statute or the common law, to any and all materials contained as part of this agreement
including all documents and information referenced herein or attached hereto.
(signature page follows)
Vendor Services Agreement—CFW/Unique Page 9 of 15
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
✓ �Q$ A��/ responsible for the monitoring and administration of
Dana Burodoff(0 15,202 1:46 CDT) this contract,including ensuring all performance and
By: reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
10/15/2020
Date: By:
Name: Timothy Shidal
APPROVAL RECOMMENDED: Title: Administrative Services Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Marilyn Marvin �U1
Title: Assistant Library Director B
44noan� y:
�poF F�Rtaa Name: Jessika Williams
ATTEST: o '1pip Title: Assistant City Attorney
oxd Ordinance No. 24 1 6 1-04-2020
'o
for Ronald P. Gonzales a°au aEXp5�ba CONTRACT AUTHORIZATION:
By: for Ronald P.Gonzales(Oct 15,202016:22 CDT) M&C:
Name: Mary J.Kayser
Title: City Secretary
i
UNIQUE MANAGEMENT SERVICES,INC.
By:
Name: Nicole Atkins
Title: President&CEO
Date: October 14, 2020
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Vendor Services Agreement—CFW/Unique Page 10 of 15
EXHIBIT A
SCOPE OF WORK
Unique Management Services,Inc. ("UMS")- Scope of Work for the Fort Worth Public Library
("FWPL")
UMS' trademarked Gentle Nudge@ process is a combination of gentle letters and telephone calls to
encourage patrons to return past due items and/or fines while protecting the relationship between the
patron and the library. UMS collection letters have been tailored to meet the needs of the FWPL using the
total amount due on the letters. Gentle letters are specifically designed to encourage the patron to contact
or return to the FWPL to protect that valuable relationship. The calling script has been tailored to meet the
library's needs and desires. All written communications and telephone scripts would be approved by the
FWPL prior to being received by patrons. All work performed shall be conducted in accordance with the
applicable provisions of the Federal Fair Debt Collection Practices Act. UMS ensures the confidentiality,
security, and safety of all Library files and documents.
UMS developed and trademarked the Gentle Nudge@ process to increase the recovery of materials,fines,
and fees,while ensuring the maintenance of patron goodwill.The process is spaced at intervals designed
to allow patron response time and consists of a minimum of three(3)scheduled letters and at least
three(3)phone calls and skip-tracing to gently elicit patron response.
In addition to the three scheduled letters,other letters are included as needed(at no additional cost):
• Remaining Balance letter-Sent by UMS when a patron partially,'but not fully,resolves their
account.This prompts full material and revenue recovery and restores the patron to good standing
with the library. This letter can be sent at any time.
• Skip Tracing Letter—In the event that a new address is found,an additional letter is scheduled.
This letter can be sent at any time.
• Paid in Full letter—Posted on the InfoLink client website 24 hours after the account is resolved.
This letter comes on UMS letterhead and assures the patron the account has been resolved.
If initial phone calls are unsuccessful,additional attempts are made to successfully contact the FWPL's
patron and gently encourage a complete resolution of their account with the library. Additionally, all
FWPL letters include a statement in Spanish on the reverse of each letter to meet the needs of patrons.
With regard to juvenile patrons(borrowers under the age of eighteen), all written communications and
phone calls are directed to the parent or guardian listed in the submission file. Juvenile accounts are
identified by both date of birth and user profile information within the body of the submission file. We
have excellent success with juvenile accounts without jeopardizing patron goodwill.
UMS regularly reviews the effectiveness of contact timing, so as to avoid harassment while maximizing
material and revenue recovery for the Library. UMS continually analyzes the contact process and may
enact change to optimize recovery. Any collection approach adopted by UMS will be similar in character
and will contain a like number of contact attempts. UMS understands the importance of patron goodwill
and strives to ensure this is maintained throughout the process. Our process is designed to encourage
response,without offending or harassing the patron. UMS would immediately notify FWPL of possible
changes.
UMS provides skip-tracing services to locate patrons who have relocated or those with inaccurate contact
information within the FWPL's database.At a minimum,this process occurs upon initial referral and
approximately half way through the contact process on all accounts referred to UMS regardless of the
balance of the account. When UMS finds a good address,UMS will contact the patron at the new location
Vendor Services Agreement—Exhibit A Page 11 of 15
at no additional cost. UMS provides all newly acquired address information to the library in the monthly
Change of Address report(COA). This report is provided in a comma delimited format to allow the
FWPL full ability to upload information to the FWPL database.
Throughout the process;UMS will accept automated data transfer and payment information from the
FWPL's patron database in an electronic manner that is acceptable to the FWPL. It is expected that UMS
Vendor will work, at no additional cost,with the FWPL and its software vendor(s)to ensure accurate and
timely transmission of data.
FWPL will be provided with a designated representative who is the point person for handling any
problems encountered by the library regarding the service. Training support would be provided as needed
to maintain a well-managed process and UMS would welcome the opportunity to provide a refresher
training session for staff. UMS shall meet periodically with FWPL staff,when requested,to discuss
services and coordinate processes.
UMS provides online access to our database to ensure our clients have access to information on patron
accounts that have been submitted for collection activity. This site is referred to as InfoLink Account
Access and provides the FWPL with 24-hour live access to UMS' system through a secured comlection.
The account access feature allows authorized staff members access to all accounts referred to UMS. The
site allows the user to view payments posted on a patron account,view contacts made during the
collection cycle by UMS(both letters and telephone calls),view a timeline of all contacts and payments
and provides the ability to update the patron address,phone number or date of birth.The site also
provides the option of printing a paid in full letter for any account that has a$0.00 balance in multiple
languages including English, Spanish, and French.
InfoLink provides FWPL staff with the option to"suspend"and"resume"accounts in the UMS collection
process. This important tool allows library staff to offer flexibility, such as payment plans,to patrons as
needed which can help promote positive borrower goodwill. The library has full control as to who has
permission to access this feature.
UMS provides custom,detailed reports to the Library on a monthly basis highlighting the value of
materials returned,money received,charges waived, and the balance due. UMS monthly management
reports are designed to provide library administration a clear concise understanding about the material
recovery process and its overall results.
Small balance Program
FWPL implemented the Small Balance Program as a way to continue notification for patrons with
'balances from$10.00 to$24.99. This program allows the FWPL to gently recover the smaller balance
amounts and maintain customer goodwill in the process. The submission and updating of customer
accounts in this balance range remains automated.As with regular collection accounts,we would receive
new accounts once a week and updates on a daily basis. This program will include a FWPL letter(letter
on FWPL letterhead) along with two gentle recovery letters from UMS. The Small Balance Program is
extremely gentle,yet effective. The FWPL continues to have full approval of all letters prior to any letters
being mailed to FWPL patrons.
FWPL will have 24/7 access to the aforementioned Infolink Account Access site for the small balance
accounts and will receive a separate invoice and separate reporting for this service. The FWPL is not
currently using this service,but may re-implement at any time.
Circulation Notice Outsourcing
UMS agrees to provide an efficient and cost-effective method of preparing,printing, and mailing paper
Vendor Services Agreement—CFW/Unique Page 12 of 15
notices for the FWPL. The library will approve the verbiage for both printed notices and telephone
notification. UMS offers this notice service to clients as a means of streamlining and simplifying the
notice production process. This allows the notices to be delivered quickly,while allowing staff to work
on other responsibilities within the library.
The Vendor would send all print notice files through the National Change of Address(NCOA)database
prior to mailing notices in order to assure more accurate mailing.The Library will be provided new
addresses obtained to the library within one business day.
UMS will process and send bill notices to the printer daily, Monday through Saturday, on the same day
the files are received. Additionally,UMS would also provide an electronic count of the number of
notices transmitted to UMS, number of notices actually sent by UMS,and the number of exceptions
(unable to mail due to inadequate address information). This would be provided to the library any day
that there is a transmission of data to UMS.
UMS can also provide telephone notification and SMS notification,either in conjunction with the printed
notices or as a separate service. The telephone notification service is completely hosted by UMS and is
100%usage based after set-up with little up-front capital expense required.
Prices are$0.15/notice for telephone notification and$0.10/notice for text/SMS. Prices will be protected
from any additional increases with the sole exception of any U.S. postal bulk rate price increase,which
Library agrees to pay.
MessageBee
Unique offers a HTML email based notification solution called MessagBee. These high quality email
notices are customized by the library to incorporate branding and marketing,while still notifying the
patron of the information desired by the library. The library will have access to the MessageBee portal
which provides full transparency on volume as well as up-to-date templates of each email being sent.
Curbside Communicator
Unique offers a curbside messaging solution that allows patrons to receive notification of items available
for pickup called Curbside Communicator.UMS will provide all resources for message customizations
for fifteen FWPL locations.
NCOA Database Clean-up
UMS has the ability to provide an annual National Change of Address(NCOA)database address
verification service. The library would provide UMS a file of those patron addresses to be verified and
UMS would return new addresses to the library in an agreed upon format to allow for electronic upload.
UMS can provide geo-coding, at the library's request.
Unique Patron Services
Unique's Patron Services for libraries delivers responsive service to online and phone-in patrons on their
terms,so accessing library resources takes less time and effort. With virtual customers cared for by
Unique, library employees have more time for patrons in the library and tasks that require their
professional skills. Both services are customized to the needs/desires of each library to ensure they
provide an enhanced experience for the patron. Whether we are handling overflow calls,helping after
hours or helping during a defined time period we ensure a transparent and customer friendly experience.
Pricing is based upon scope and type of service and would be quoted at the time the service is desired.
Vendor Services Agreement—CFW/Unique Page 13 of 15
i
EXHIBIT B
PRICE SCHEDULE
The total payment shall not exceed$59,990 as referenced in Section 3 —Compensation.
(1) Vendor will send out circulation notices for items that are either on hold or overdue. The cost per
printed notification is $0.68/notice. The City estimates that approximately one thousand two hundred
fifty (1,250) notices are sent out per month. The annual cost for circulation notices will be around Ten
Thousand Dollars ($10,200.00) for the year. The Vendor will invoice for circulation notices monthly
based upon the following prices:
• Print notification: $0.68*/notice
• Telephone notification: $0.15/notice
• Text/SMS notification: $0.10/notice
*Prices will be protected from any additional increases with the sole exception of any U.S. postal
bulk rate price increase,which Library agrees to pay.
(2) Vendor will send out collection notices for iterns. The cost per collection notice is $8.95/notice. The
City estimates that approximately two hundred sixty (260) collection notices are sent out per month. The
annual cost for collection notices will be around Twenty Seven Thousand Nine Hundred Twenty Four
Dollars ($27,924.00) for the year. The Vendor will invoice for collection notices monthly based upon the
following prices:
• Regular collections: $8.95/account
• Small balance collection: $2.95/account-for patrons with balances from$10.00 to$24.99
(3)Vendor will provide the MessageBee platform for an annual maintenance fee of Five Hundred Dollars
($500.00) for twelve months with an annual subscription of Ten Thousand Seven Hundred Forty-Six
Dollars ($10,746.00).The Vendor will invoice for Message Bee services monthly.
• Email based notification system does not have a limit on the number of customized notices that
can be sent out by the Library.
(4) Vendor will provide the Curbside Communicator tool for a annual setup fee of Six Hundred Eighty
Dollars ($680.00) in addition to a monthly subscription rate of Six Hundred Ten Dollars ($610.00) for
fifteen locations,for a total annual cost of Eight Thousand Dollars ($8,000.00).The Vendor will invoice
for Curbside Communicator services monthly.
• One-time annual setup fee of$680.00
o One-time setup fee for locations 1-4: $250.00
o One-time setup fee for locations 5-15: $35.00/each
• Monthly cost of$610.00 for an annual cost of$7,320.00
o First location: $50.00hnonth
o Locations 2-15: $40.00/month
o Monthly subscription includes 1,500 text messages per location.
o Additional messages will be charged at a rate of$0.04/message
• Total annual cost for first year of$8,000.00.
Vendor Services Agreement—Exhibit B Page 14 of 15
EXHIBIT C
VERIFICATION OF SIGNATURE AUTHORITY
Unique Management Services, Inc.
119 E. Maple Street
Jefferson,IN 47130
Vendor hereby agrees to provide City with independent audit basic financial statements, but also the fair
presentation of the financial statements of individual funds.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind Vendor and to execute any agreement, amendment or
change order on behalf of Vendor. Such binding authority has been granted by proper order, resolution,
ordinance or other authorization of Vendor. City is fully entitled to rely on the warranty and representation
set forth in this Form in entering into any agreement or amendment with Vendor. Vendor will submit an
updated Form within ten (10) business days if there are any changes to the signatory authority. City is
entitled to rely on any current executed Form until it receives a revised Form that has been properly executed 3
by Vendor.
1. Name: Melissa Fenton
Position: Customer Servic and Implementation
Signat r
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name: Nicole Atkins
/ 1/� &A .cQf"'ZI
Signature of President/CEO
Other Title:
Date: October 14, 2020
Vendor Services Agreement—Exhibit C Page 15 of 15