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HomeMy WebLinkAboutUnique Management Services Inc; 2015-03-25;AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR LIBRARY NOTIFICATION MAILER & MATERIAL RECOVERY SERVICES UNIQUE MANAGEMENT SERVICES, INC. Amendment No. 2 is entered into and effective as of the ~ day of _ _.....oc....,.....,f-1:::::l""". """""d----' 2019, extending and amending the agreement dated March 25, 2015 (t e "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Unique Management Services, Inc., an Indiana corporation ("Contractor") (collectively, the "Parties") for Library Notification Mailer and Material Recovery Services. RECITALS A. On March 25, 2015, the Parties entered into and executed the original Agreement for Library Notification Mailer and Material Recovery Services; and B. On February 23, 2017, the Parties executed Amendment No. 1 to extend and amend the Agreement for an additional period of two years and modified the Scope of Services; and C. The Parties desire to amend the term of the Agreement and to extend the Agreement for an additional period of two years, beginning March 25, 2019; and D. The Parties have negotiated and agreed to an amended scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Services and Fees. This amended scope of work and fee schedule supersedes any prior scope of work and fee schedule. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. City will pay Contractor for all work associated with those services described in Exhibit "A", Exhibit "B'', Exhibit "C", and Exhibit "D" in an amount not-to-exceed twenty thousand dollars ($20,000) annually. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include related activities and costs for approval by City. 2. Contractor will complete all work described in Exhibit "A" by March 24, 2021. 3. All other provisions of the Agreement, as may have been amended from time to time, not directly amended or superseded by the terms contained in this Amendment shall remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill City Attorney Approved Version 1 /30/13 S.-The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR By: i CITY OF CARLSBAD, a municipal corporation of the State of California B~~j t/lco/e A-1g111s , PresJ{/en1 (print name/title) HEATHER PIZZUM~ Library & Cultural Arts Director By. l'' I / I •. _ /}J\ ' .. ,-l· Jc fJJn here) ,, ~ . {. __ ... _,11~c.-'-·,~1_,_/.e~·s~,~---.I ~<-: -_,.1_c'-1 _'-_"--1-1 __ _ r (print name/title) / ATTEST: \ ircfhl\C,_ /!/itkrrlv&/ j BARBARA ENGLESON lf{Gity Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: ::LIA ~E~ Attorney Assistant City Attorney City Attorney Approved Version 1 /30/13 2 EXHIBIT "A" SCOPE OF SERVICES -NOTIFICATION MAILING SERVICES Contractor offers the notice mailer service to clients as a means of streamlining and simplifying the notice production process. This allows notices to be delivered quickly while allowing City staff to work on other responsibilities within the Library. Contractor shall work with Carlsbad City Library in any required notice set-up process to assure that notices meet the standards expected by the Library as described in the workflow process below. Additionally, Contractor shall also abide by all federal, state, and local laws to maintain confidentially, security, and safety of all library data. Contractor shall provide an efficient, cost-effective method of preparing, printing, and mailing paper notices for the Carlsbad City Library. The City will utilize the interface developed in conjunction with the library's Integrated Library System (ILS) to transfer data electronically to the Contractor. The City will transfer files to the Contractor daily, Monday through Friday. Data will not be transferred or processed on weekends or holidays. Additionally, Contractor shall verify patron addresses by comparing addresses to the National Change of Address (NCOA) database prior to mailing notices to ensure an accurate mailing. Any newly obtained address information shall be provided to the library in electronic format daily. Additionally, any returned mail shall be returned to the individual library. Workflow Description The normal workflow of the notice service will be as follows: City's Workflow Responsibilities The City will send a data file including all of the necessary notification elements to the Contractor daily, Monday through Friday, excluding holidays. This is the only work required of the library. The data will be transmitted via either email, FTP, SFTP, or other mechanisms as desired. Contractor's Workflow Responsibilities • Contractor shall verify the type of file to ensure the appropriate notice is delivered to the library patron. Contractor shall download the data onto its network and process the relevant data from the file and prepare the appropriate data elements for printing. • Contractor shall also conduct a search through the NCOA database to verify accuracy of addresses for all mailings. • Contractor shall print all notices on 8-1 /2" X 11" stock. Each notice shall include the Carlsbad City Library logo and letterhead information in addition to the individual library information in the body of the notice (this includes library name, address and phone number). Window envelopes will be used with all notices. City Attorney Approved Version 1 /30/13 3 • All notices shall be printed, folded, inserted into window envelopes, and placed in the United States Postal Service mail system within 24 hours of receipt of the data file from City. • Contractor shall ensure that all files are confidential and secure, including all library patron personal information, mailing addresses, phone numbers and specific notice information, such as fines due or materials checked out. Any breach of confidence of patron data after file transfer is the sole responsibility of the Contractor. • Contractor agrees to notify City if unauthorized access of personal information has been identified within 72 hours of becoming aware of unauthorized access of personal information. City will indemnify Contractor for any breach of this representation and warranty. • No personally identifiable information will be disseminated by Contractor to any third parties, except as consented to by City or required by law. • The Contractor will inform the City within 24 business hours of discovering an error in patron notices. Contractor shall contact the City using the contact list located in "Exhibit D" Remainder of Page Intentionally Left Blank City Attorney Approved Version 1/30/13 4 EXHIBIT "B" SCOPE OF SERVICES -MATERIAL RECOVERY SERVICES Guarantee Contractor guarantees to recover, in material returned and dollar amounts collected and waived, at least two (2) times the amount of collection fees. Contractor will provide monthly reports to the City providing detailed statistics on the number of materials returned, dollar amounts collected and waived, and fees collected. (See Conditions) Contractor shall also abide by all federal, state, and local laws to maintain confidentially, security, and safety of all library data. Conditions To qualify for guarantee, accounts submitted must contain a $10.00 processing fee and be no more than 60 days past due at time of submission. City's Workflow Responsibilities • The City will send a data file including all of the necessary notification elements to the Contractor daily, Monday through Friday, excluding City recognized holidays. This is the only work required of the library. The data will be transmitted via either email, FTP, SFTP, or other mechanisms as desired. Contractor's Gentle Nudge® Process • The first letter is compared to the National Change of Address (NCOA) database and sent out immediately when a patron is turned over. • Contractor waits three (3) weeks to allow the patron plenty of time to respond. If after three (3) weeks the patron still has not responded in full, the second letter is sent. • If the patron responds after either the first or second letter and there is still a remaining balance, Contractor 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 Contractor, Contractor would begin making phone calls to encourage the patron to clear their account. • Phone calls are made in the evenings Monday through Friday, and during the day on Saturday. Contractor will make at least two (2) phone attempts. If the patron does not answer in the evening, callers will usually set the next call for Saturday so calls are made at different times. All Contractor calls are made by well-trained call center staff. Contractor has found that a combination of letters and phone calls improve results from 15 to 30 percent, so they are very important. • If the patron has not responded within the first 60 days in full, Contractor will do extensive skip tracing to find patrons who have moved. Corrected addresses are City Attorney Approved Version 1 /30/13 5 provided to the library each month. Contractor utilizes several databases to do skip tracing. Through the Contractor skip tracing process excellent results are achieved. • If the final notice letter is returned with forwarding address the final notice letter is resent to the corrected address. • If a patron has not cleared their account within 79 days of being sent to Contractor, the patron is called. This is a courtesy call to explain to the patron that they are in collections and to encourage them to resolve their accounts. • If the patron responds partially by returning materials and/or making a payment but still has a remaining balance, the remaining balance letter is sent out immediately. This helps the patron understand that they still have an overdue balance and need to contact the library. • Additional calls will be made depending on patron balance, what has been said earlier by the patron and response to date. • Contractor agrees to notify City if unauthorized access of personal information has been identified within 72 hours of becoming aware of unauthorized access of personal information. City will indemnify Contractor for any breach of this representation and warranty. • No personally identifiable information will be disseminated by Contractor to any third parties, except as consented to by City or required by law. • The Contractor will inform the City within 24 business hours of discovering an error in patron notices. Contractor shall contact the City using the contact list located in "Exhibit D" Remainder of Page Intentionally Left Blank City Attorney Approved Version 1/30/13 6 EXHIBIT "C" SCOPE OF SERVICES -ONE-TIME MAILER SERVICE Mailer Conditions Services are for a one-time mailer being sent to inform library patrons that have used library services within the past six months and have outdated contact information that due to database maintenance, they should contact the City to update their information. No additional fees will be assessed with this one-time mailer service and all pricing is inclusive in the fee. Remainder of Page Intentionally Left Blank City Attorney Approved Version 1/30/13 7 EXHIBIT "D" SCOPE OF FEES, INVOICING AND CITY CONTACT INFORMATION Fees Notification Mailing Services Contractor's fee shall be $0.630 per notice sent. Contractor's fee shall not increase during the term of the agreement except for any increase in the USPS portion of the rate. Contractor shall provide the City at least 30-days written notice of pass-through increases in USPS rates. Material Recovery Services Contractor provides account collection services through the Unique Management Gentle Nudge® Process at a rate of $8.95 per submission. One-Time Mailer Service-Spring 2019 Price for one-time service of 1,200 mailers shall not exceed one thousand dollars ($1,000) Invoicing Contractor shall provide a monthly detail invoice to the City for all notifications mailed during the prior month. Terms shall be 30 days. City Contacts Main Contacts Ms. Jenn Johnson Lead Librarian 760-602-2059 Jennifer.johnson@carlsbadca.gov Technical Mr. Devin Castel Senior Business Systems Specialist 760-602-2065 Devin.castel@carlsbadca.gov Ms. Era Crenshaw Library Business Systems 760-602-2013 Era.crenshaw@carlsbadca.gov Mr. James Jones Business Systems Associate 760-602-2068 James.jones@carlsbadca.gov Contract and Billing Administration Ms. Diane Bednarski Deputy Library Director 760-602-2010 Diane.bednarski.carlsbadca.gov City Attorney Approved Version 1/30/13 8 _____, .. CERTIFICATE OF LIABILITY INSURANCE I DATE(MM/DD/YYYY) AC:C,RC:, 12/09/2018 ~ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Aon Risk services central, Inc. PHONE (866) 283-7122 I r~. No.I: (800) 363-0105 Minneapolis MN office (A/C. No. Ext): 5600 west 83rd Street E-MAIL 8200 Tower, suite 1100 ADDRESS: Minneapolis MN 55437 USA INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A: The Ohio casualty Insurance Company 24074 Unique Manaqement Services, Inc INSURER B: Ohio security Ins co 24082 119 East Ma~le Street Jeffersonvi le IN 47130 USA INSURERC: Liberty Mutual Fire Ins Co 23035 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570074105948 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested ''1-rR TYPE OF INSURANCE f~so 1'wvri POLICY NUMBER POLICY err POLICY CA,-LIMITS IMMIDD""""" IMM/DDNYYY B X COMMERCIAL GENERAL LIABILITY y y BZS (19) 57 71 bl lb lL/lJ/LUl~ I lL/lJ/ LU19 EACH OCCURRENCE $1,000,000 -~ CLAIMS-MADE 0occuR 1.11"\IYll"'l-.;JL.. IUru ... 1 lt:U $1,000,000 PREMISES /Ea occurrence\ MED EXP (Any one person) $15,000 PERSONAL & ADV INJURY $1,000,000 GEN"LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 ~ □PR~ @Loe $2,000,000 POLICY JECT PRODUCTS -COMP/OP AGG OTHER: Hired&NonQl}Jl'ledAuto Included AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT fEa accident' ,--BODILY INJURY ( Per person) ANY AUTO ~ OWNED -SCHEDULED BODILY INJURY (Per accident) ,--AUTOS ONLY AUTOS -NON-OWNED PROPERTY DAMAGE HIRED AUTOS (Per accident) ~ ONLY ,--AUTOS ONLY A X UMBRELLA LIAB H OCCUR ES01957716126 12/15/2018 12/15/2019 EACH OCCURRENCE $6,000,000 ,--AGGREGATE $6,000,000 EXCESS LIAB CLAIMS-MADE DEDI I RETENTION C WORKERS COMPENSATION AND WC2Z91455873028 12/15/2018 12/15/2019 XI PER I lgJH-EMPLOYERS' LIABILITY STATUTE Y/N ANY PROPRIETOR/ PARTNER/ EXECUTIVE cJ E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L. DISEASE-EA EMPLOYEE $1,000,000 ~l~~~r;-¥~~ ~n:~PERATIONS below E.L. DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) IT IS AGREED THAT THE CITY OF CARLSBAD IS INCLUDED AS ADDITIONAL INSURED SOLELY AS THEIR INTERESTS MAY APPEAR IN ACCORDANCE WITH THE PROVISIONS OF THE POLICY FORM. GENERAL LIABILITY INSURANCE IS PRIMARY & NON-CONTRIBUTORY WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT. A WAIVER OF SUBROGATION APPLIES TO THE GENERAL LIABILITY POLICY WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF CARLSBAD, AUTHORIZED REPRESENTATIVE CARLSBAD CITY LIBRARY 1775 DOVE LANE ~~g~ ~~ CARLSBAD CA 92011 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ... Cl) ~ c Cl) ::!:! ... Cl) "C 0 :c: co ~ "' 0 :;;: r--0 0 r--"' ii ~ II!" -~ ~ iii ✓ 0 <D 0 M ..,. -= -----!!!!!!!!!!!!!!! -= !!!!!!!!!!!!!!! 2. Paragraph D.2. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under this endorsement for the sum of all damages because of all "property damage" to premises while rented to you or temporarily occupied by you with the permission of the owner is the Limit of Insurance shown in the Declarations. 3. Paragraph D.3. Liability And Medical Expenses Limits Of Insurance does not apply. C. Incidental Medical Malpractice Injury 1. Paragraph (4) under Paragraph B.1.j. Exclusions -Applicable To Business Liability Coverage -Profes- sional Services does not apply to "Incidental Medical Malpractice Injury" coverage. 2. With respect to this endorsement, the following is added to Section F. Liability And Medical Expenses Definitions: a. "Incidental Medical Malpractice Injury" means bodily injury arising out of the rendering of or failure to render, during the policy period, the following services: (1) Medical, surgical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith; or (2) The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances. b. This coverage does not apply to: (1) Expenses incurred by the insured for first-aid to others at the time of an accident and the Duties in the Event of Occurrence, Offense, Claim or Suit Condition is amended accordingly. (2) Any insured engaged in the business or occupation of providing any of the services described under a. above. (3) Injury caused by any indemnitee if such indemnitee is engaged in the business or occupation of providing any of the services described under a. above. D. Mobile Equipment Section C. Who Is An Insured is amended to include any person driving "mobile equipment" with your permission. E. Blanket Additional Insured (Owners, Contractors Or Lessors) 1. Section C. Who Is An Insured is amended to include as an insured any person or organization whom you are required to name as an additional insured on this policy under a written contract or written agreement. The written contract or agreement must be: a. Currently in effect or becoming effective during the term of this policy; and b. Executed prior to the "bodily injury", "property damage", or "personal and advertising injury". 2. The insurance afforded to the additional insured is limited as follows: a. The person or organization is only an additional insured with respect to liability arising out of: (1) Real property, as described in a written contract or written agreement, you own, rent, lease, maintain or occupy; and (2) Caused in whole or in part by your ongoing operations performed for that insured. b. The Limit of Insurance applicable to the additional insured are those specified in the written contract or written agreement or the limits available under this policy, as stated in the Declara- tions, whichever are less. These limits are inclusive of and not in addition to the Limit of Insurance available under this policy. c. The insurance afforded to the additional insured does not apply to: (1) Liability arising out of the sole negligence of the additional insured; (2) "Bodily injury", "property damage", "personal and advertising injury", or defense coverage under the Supplementary Payments section of the policy arising out of an architect's, en- gineer's or surveyor's rendering of or failure to render any professional services including: © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 0 w 0 (a) The preparing or approving of maps, shop drawings, opinions, reports, surveys, field orders, change orders, or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (3) Any "occurrence" that takes place after you cease to be a tenant in the premises described in the Declarations; or (4) Structural alterations, new construction or demolition operations performed by or for the person or organization designated in the Declarations. 3. Any coverage provided hereunder shall be excess over any other valid and collectible insurance avail- able to the additional insured whether primary, excess, contingent or on any other basis unless a contract specifically requires that this insurance be primary or you request that it apply on a primary basis. F. Newly Formed Or Acquired Organizations The following is added to Section C. Who Is An Insured: Any business entity acquired by you or incorporated or organized by you under the laws of any individual state of the United States of America over which you maintain majority ownership interest exceeding fifty percent. Such acquired or newly formed organization will qualify as a Named Insured if there is no similar insurance available to that entity. However: 1. Coverage under this provision is afforded only until the 180th day after the entity was acquired or incorporated or organized by you or the end of the policy period, whichever is earlier; 2. Section A.1. Business Liability does not apply to: a. "Bodily injury" or "property damage" that occurred before the entity was acquired or incorporated or organized by you; and b. "Personal and advertising injury" arising out of an offense committed before the entity was ac- quired or incorporated or organized by you. 3. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. G. Aggregate Limits The following is added to Paragraph D.4. Aggregate Limits Liability and Medical Expenses Limits Of Insurance: 1. The Aggregate Limits apply separately to each of the "locations" owned by or rented to you or temporarily occupied by you with the permission of the owner. 2. The Aggregate Limits also apply separately to each of your projects away from premises owned by or rented to you. For the purpose of this endorsement only, "location" means premises involving the same or connect- ing lots, or premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad. H. Duties In The Event Of Occurrence, Offense, Claim Or Suit 1. Paragraph E.2.a. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition applies only when the "occurrence" is known to any insured listed in Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. 2. Paragraph E.2.b. Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses General Condition will not be considered breached unless the breach occurs after such claim or "suit" is known to any insured listed under Paragraph C.1. Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim. © 2016 Liberty Mutual Insurance BP79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 0 "' a -==== - I. Section F. Liability And Medical Expenses Definitions is modified as follows: 1. Paragraph F.3. is replaced by the following: 3. "Bodily Injury" means bodily injury, sickness, disease, or incidental medical malpractice injury sustained by a person, and includes mental anguish resulting from any of these; and including death resulting from any of these at any time. 2. Paragraph F.9. is replaced by the following: 3. 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indem- nification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a contract or agreement shall only be considered an "insured contract" to the extent your assumption of the tort liability is permitted by law. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opin- ions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architectural or engineering activities. Paragraph F.14.b. Personal And Advertising Injury is replaced by the following: b. Malicious prosecution or abuse of process; © 2016 Liberty Mutual Insurance BP79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 POLICY NUMBER: ADC01411-02 Endorsement Effective Date: May 1, 2018 QBBPE-2329 (03-17) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NETWORK SECURITY EVENT ENDORSEMENT WITH SUBLIMIT OF LIABILITY FOR CRISIS MANAGEMENT EVENT EXPENSES -INDIANA This endorsement modifies insurance provided under the following: ERRORS AND OMISSIONS LIABILllY COVERAGE PART It is hereby agreed that the Policy is amended as follows: 1. Section I. INSURING CLAUSE is amended to add the following: • The Insurer shall pay, on behalfof a Company, Crisis Management Event Expenses incurred by the Company as a result of any Network Security Event that first occurred and was reported to the Insurer during the Policy Period. 2. Section II. EXCLUSIONS, Exclusion L, Privacy and Network Security Events, is deleted in its entirety. 3. Section II. EXCLUSIONS is amended to add the following: • Privacy Event -based upon, arising out of or resulting from a Privacy Event; • Internet or Infrastructure Failure -based upon, arising out of or resulting from: 1. any failure, interruption, or outage to Internet access service provided by the Internet service provider that hosts the lnsured's website, unless such infrastructure is under the lnsured's operational control; or 2. any electrical or mechanical failure or interruption, including any electrical disturbance, surge, spike, brownout or blackout, or any outage to gas, water, telephone, cable, satellite, telecommunications or other infrastru c- ture; • Software Product Withdrawal -based upon, arising out of or resulting from the inability to use, or lack of perfor- mance of, software programs: 1. due to the expiration or withdrawal of technical support by the software vendor; or 2. that are in development, are in 'beta' or a similar testing stage or have not yet been authorized for general commercial release; 4. Section Ill. LIMIT OF LIABILITY is amended to add the following: • The Insurer's maximum amount payable for all Crisis Management Event Expenses shall be $25,000. This sub- limit of liability is in addition to the Errors and Omissions Combined Aggregate Lim~ of Liability stated in Item 3 of the Declarations of this Coverage Part. No Retention shall apply to this coverage. 5. Section V. GLOSSARY, paragraph U. Wrongful Act, is amended to add the following: • Wrongful Act also means any actual or alleged Network Security Event committed by, or asserted against, an Insured. 6. Section V. GLOSSARY, subsection M. Network Security Event, is deleted in its entirety and the following is insert- ed: M. Network Security Event means the breach of a Computer System that is not expected or intended by an Insured which results in: 1. The theft, corruption, or deletion of Electronic Data from such Computer System; 2. the transmission ofMalicous Code from such Computer System; or 3. the denial of an authorized user's access to such Computer System, unless such denial of access is caused by a mechanical or electrical failure outside of the control of the Insured; QBBPE-2329 (03-17) Page 1 of2 4. Unauthorized Access to or Unauthorized Use of Electronic Data containing Personal Information or Corporate Information; or 5. The denial of service attack emanating from such Computer System. 7. Section V. GLOSSARY is amended to add the following: • Crisis Management Event Expenses means reasonable fees, costs, and expenses incurred and paid by the Company for services provided by a public relations firm to the Company to mitigate any actual or po- tential negati\e publicity resulting from any Network Security Event. Crisis Management Event Expenses do not include any costs: 1. to notify any individual or entity of a Network Security Event or to de\elop such notification documents or materials; 2. to determine the scope of, or whether any, Network Security Event has occurred; or 3. paid by any Insured intended as compensation for any individual or entity as a result of a Network Securi- ty Event. All other terms and conditions of this Policy remain unchanged. QBBPE-2329 (03-17) Page 2of2 0 10/16/18 ~Libert): ~ Mutual. INSURANCE Named Insured Coverage Is Provided In: Ohio Security Insurance Company Common Policy Declarations Agent (952) 886-8000 Policy Number: BZS (19) 57 71 61 26 Policy Period: From 12/15/2018 To 12/15/2019 12:01 am Standard Time at Insured Mailing Location UNIQUE MANAGEMENT SERVICES INC 119 E MAPLE ST JEFFERSONVILLE, IN 47130 AON RISK SERVICES CENTRAL INC 5600 W 83RD ST SUMMARY OF LOCATION(S) AND PREMIUM(S) 0001 119 E Maple St, Jeffersonville, IN 47130-3439 POLICY FORMS AND ENDORSEMENTS MINNEAPOLIS, MN 55437-1000 $6,887.00 This section lists the Forms and Endorsements for your policy. Refer to these documents as needed for detailed information concerning your coverage. FORM NUMBER TITLE Businessowners Coverage Form Indiana Changes Hired Auto and Non-Owned Auto Liability Employment -Related Practices Exclusion Utility Services -Direct Damage Utility Services -Time Element Total Pollution Exclusion Waiver Of Transfer Of Rights Of Recovery Against Others To Us Exclusion -Silica Or Silica-Related Dust Cap On Losses From Certified Acts Of Terrorism Fungi or Bacteria Exclusion (Liability) Indiana Changes -Workers Compensation Exclusion Primary And Noncontributory -Other Insurance Condition BP 00 03 07 13 BP0I 35 1117 BP 04 04 01 10 BP04170110 BP 04 56 07 13 BP 04 57 07 13 BP 04 92 07 02 -BP 04 97 01 06 BP 05 17 01 06 BP05 23 0115 BP 05 77 01 06 BP 14 45 12 10 BP 14 88 07 13 BP 15 04 05 14 Exclusion -Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability -With Limited Bodily Injury Exception BP 70 02 01 01 BP 79 19 09 16 BP 79 96 09 16 BP 81 15 03 11 General Endorsement Businessowners Property Extension Endorsement Businessowners Liability Extension Endorsement Exclusion -Asbestos In witness whereof, we have caused this policy to be signed by our authorized officers. ~~ ~ Mark Touhey Secretary To report a claim, call your Agent or 1-800-362-0000 DS 70 21 11 16 57716126 POLSVCS 340 Paul Condrin President ACAOPPNO INSURED COPY 000961 PAGE 30 OF 160 0 <D 0 "' .. BUSINESSOWNERS BP 79 96 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESSOWNERS LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM Below is a summarization of the coverages provided by this endorsement. No coverages are given by this summary. Actual coverage descriptions are within this endorsement. SECTION A. 8. C. D. E. F. G. H. I. Supplementary Payments Bail Bonds Loss Of Earnings SUBJECT Broadened Coverage For Damage To Premises Rented To You Incidental Medical Malpractice Injury Mobile Equipment Blanket Additional Insured (Owners, Contractors Or Lessors) Newly Formed Or Acquired Organizations Aggregate Limits Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability And Medical Expenses Definitions Bodily Injury Insured Contract Personal And Advertising Injury Section II -Liability is amended as follows: A. Supplementary Payments Section A.1. Business Liability is modified as follows: 1. The $250 limit shown in Paragraph A.1.f.(1)(b) Coverage Extension -Supplementary Payments for the cost of bail bonds is replaced by a $3,000 limit. 2. The $250 limit shown in Paragraph A.1.f.(1 )(d) Coverage Extension -Supplementary Payments for reasonable expenses and loss of earnings is replaced by a $500 limit. B. Broadened Coverage For Damage To Premises Rented To You 1. The last paragraph of Section 8.1. Exclusions -Applicable To Business Liability Coverage is replaced by the following: With respect to the premises which are rented to you or temporarily occupied by you with the permis- sion of the owner, Exclusions c., d., e., g., h., k., I., m., n. and o. do not apply to "property damage". © 2016 Liberty Mutual Insurance BP 79 96 09 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 5/1/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~I~CT CIAI Aon Risk Services Central, Inc. ;l)gNJ,.. Ext\• (952) 926-6547 I rffc Nol: (952) 928-3837 5600 W 83rd St. 8200 Tower itD~~ss: collectorsinsurance@acainternational.org Ste 1100 INSURER(SI AFFORDING COVERAGE NAIC# Minneapolis MN 55437-3844 _INSURER A :QBE Insurance Cori:>oration 39217 ---------------- INSURED UNIQUE MANAGEMENT SERVICES, INC. INSURER B: OBA UNIQUE INTERNATIONAL RECOVERIES, LLC INSURERC: OBA UNIQUE NATIONAL COLLECTIONS INSURER D: 119 EAST MAPLE ST. INSURER E: JEFFERSONVILLE IN 47130 INSURER F: COVERAGES CERTIFICATE NUMBER:11127125 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AUDL SUHR ,~3hl%~1 /~~~Jg~ LIMITS LTR ,.,Qn ,.n,n POLICY NUMBER COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -□ CLAIMS-MADE □ OCCUR DAMA<.£ TO RENTED PREMISES {Ea occurrence) $ MED EXP (Any one person) $ - PERSONAL & ADV INJURY $ - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ Fl □PRO-DLoc PRODUCTS -COMP/OP AGG $ POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ /Ea accident) -ANY AUTO BODILY INJURY (Per person) $ -ALL OWNED -SCHEDULED BODIL y INJURY (Per accident) $ -AUTOS -AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS {Per accident) --$ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I ~~~UTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ A ERRORS & OMISSIONS ADC0141l-02 5/1/2018 5/1/2019 PER CLAIM/ AGGREGATE $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) CERTIFICATE HOLDER CITY OF CARLSBAD CARLSBAD CARLSBAD, ACORD 25 (2014/01) INS0251?014011 CITY LIBRARY CA 92011 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE -------·- -:~---------Eric Krieger/ALEX ~ -7_-c-' 2-£. _ _::: __ -- © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD v' AMENDMENT N0.1 TO EXTEND AND AMEND THE AGREEMENT FOR LIBRARY NOTIFICATION MAILER & MATERIAL RECOVERY SERVICES UNIQUE MANAGEMENT SERVICES, INC. This Amendment No.1 is entered into and effective as of th~ay of ./j-ob. , 2017, amending and extending the agreement dated March 25, 2015 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Unique Management Services, Inc., a Indiana corporation ("Contractor") (collectively, the "Parties") for Library Notification Mailer and Material Recovery Services. RECITALS A. The Parties desire to amend the term of the Agreement and to extend the Agreement for an additional period of two years beginning on March 25, 2017 and expiring on March 24, 2019; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A" and Exhibit "B", Scope of Services and Fees. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. City will pay Contractor for all work associated with those services, described in Exhibit "A" and Exhibit "B," in an amount not-to-exceed thirty thousand dollars ($30,000) annually. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include related activities and costs for approval by City. 2. Contractor will complete all work described in Exhibit "A" and Exhibit "B" by March 24, 2019. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version 9/27/16 5. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR ~sign here) dw--1:2_ t. ~.c.-#1 .Yz;=k1 ' (print na e/ti ) 1 CITY OF CARLSBAD, a municipal corporation of the State of California Library & Cultural Arts Director ATTEST: City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: /. Sr. Assistant City Atto City Attorney Approved Version 9/27/16 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE-NOTIFICATION MAILING SERVICES Contractor offers the notice mailer service to clients as a means of streamlining and simplifying the notice production process. This allows notices to be delivered quickly, while allowing City staff to work on other responsibilities within the Library. Contractor shall work with Carlsbad City Library in the notice set-up process to assure that notices meet the standards expected by the Library as described in the workflow process below. Additionally, Contractor shall also abide by all federal, state, and local laws to maintain confidentially, security, and safety of all library data. Contractor shall provide an efficient, cost-effective method of preparing, printing, and mailing paper notices for the Carlsbad City Library. The City will utilize the interface developed in conjunction with the library's Integrated Library System (ILS) to transfer data electronically to the Contractor. The City will transfer files to the Contractor on a daily basis, Monday through Friday. Data will not be transferred or processed on weekends or holidays. Additionally, Contractor shall verify patron addresses by comparing addresses to the National Change of Address (NCOA) database prior to mailing notices to ensure an accurate mailing. Any newly obtained address information shall be provided to the library in electronic format on a daily basis. Additionally, any returned mail shall be returned to the individual library. Workflow Description The normal workflow of the notice service will be as follows: City's Workflow Responsibilities: The City will send a data file including all of the necessary notification elements to the Contractor on a daily basis, Monday through Friday, excluding holidays. This is the only work required of the library. The data will be transmitted via either email, FTP, SFTP, or other mechanism as desired. Contractor's Workflow Responsibilities: • Contractor shall verify the type of file to ensure the appropriate notice is delivered to the library patron. Contractor shall download the data onto its network and processes the relevant data from the file and prepare the appropriate data elements for printing. • Contractor shall also conduct a search through the NCOA database to verify accuracy of addresses for all mailings. • Contractor shall print all notices on 8-1 /2" X 11" stock. Each notice shall include the Carlsbad City Library logo and letterhead information in addition to the individual library information in the body of the notice (this includes library name, address and phone number). Window envelopes will be used with all notices. City Attorney Approved Version 9/27/16 3 • All notices shall be printed, folded, inserted into window envelopes, and placed in the United States Postal Service mail system within 24 hours of receipt of the data file from The City. • Contractor shall ensure that all files are confidential and secure, including all library patron personal information, mailing addresses, phone numbers and specific notice information, such as fines due or materials checked out. Any breach of confidence of patron data after file transfer is the sole responsibility of the Contractor. Compensation Contractor's fee shall be $0.625 per notice sent. Contractor's fee shall not increase during the term of the agreement except for any increase in the USPS portion of the rate. Contractor shall provide the City at least 30-days written notice of pass-through increases in USPS rates. Invoicing Contractor shall provide a monthly invoice to the City for all notifications mailed during the prior month. Terms shall be 30 days. City Attorney Approved Version 9/27/16 4 EXHIBIT "B" SCOPE OF SERVICES AND FEE-MATERIAL RECOVERY SERVICES Contractor provides account collection services through the Unique Management Gentle Nudge® Process at a rate of $8.95 per submission. Guarantee Contractor guarantees to recover, in material returned and dollar amounts collected and waived, at least two (2) times the amount of collection fees. Contractor will provide monthly reports to the City providing detailed statistics on the number of materials returned, dollar amounts collected and waived, and fees collected. (See Conditions) Contractor shall also abide by all federal, state, and local laws to maintain confidentially, security, and safety of all library data. Conditions To qualify for guarantee, accounts submitted must contain a $10.00 processing fee and be no more than 60 days past due at time of submission. Unique Management Gentle Nudge® Process • The first letter is compared to the National Change of Address (NCOA) database and sent out immediately when a patron is turned over. • Contractor waits three weeks to allow the patron plenty of time to respond. If after three weeks the patron still has not responded in full, the second letter is sent. If the patron responds after either the first or second letter and there is still a remaining balance, Contractor 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 Contractor, Contractor would begin making phone calls to encourage the patron to clear their account. • Phone calls are made in the evenings Monday through Friday, and during the day on Saturday. Contractor will make at least two phone attempts. If the patron does not answer in the evening, callers will usually set the next call for Saturday so calls are made at different times. All Contractor calls are made by well-trained call center staff. Contractor has found that a combination of letters and phone calls improve results from 15 to 30 percent, so they are very important. • If the patron has not responded within the first 60 days in full, Contractor will do extensive skip tracing to find patrons who have moved. Corrected addresses are provided to the library each month. Contractor utilizes several databases to do skip tracing. Through the Contractor skip tracing process excellent results are achieved. City Attorney Approved Version 9/27/16 5 • Once a correct address is obtained, a final notice letter is sent which states that the patron will be credit reported if they do not clear their account with the library. • If the final notice letter is returned with forwarding address the final notice letter is resent to the corrected address. If a patron has not cleared their account within 79 days of being sent to Contractor, the patron is called. This is a courtesy call to explain to the patron that they are in collections and to encourage them to resolve their accounts. If the patron responds partially by returning materials and/or making a payment but still has a remaining balance, the remaining balance letter is sent out immediately. This helps the patron understand that they still have an overdue balance and need to contact the library. • Additional calls will be made depending on patron balance, what has been said earlier by the patron and response to date. City's Workflow Responsibilities: • The City will send a data file including all of the necessary notification elements to the Contractor on a daily basis, Monday through Friday, excluding holidays. This is the only work required of the library. The data will be transmitted via either email, FTP, SFTP, or other mechanism as desired. City Attorney Approved Version 9/27/16 6 AGREEMENT FOR LIBRARY NOTIFICATION MAILER & MATERIAL RECOVERY SERVICES UNIQUE MANAGEMENT SERVICES, INC. THIS AGREEMENT is made and entered into as of the day of t^qjtr:^ , 20/S . by and behween the CITY OF CARLSBAD, a municipal corporation, ("City"), and Unique Management Services, Inc., a Indiana corporation, ("Contractor"). RECITALS A. City requires the professional services of a company that is experienced in Library notification mailer services and material recovery services. B. Contractor has the necessary experience in providing professional services and advice related to library patron notification mailers and recovery of library materials and collections. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A" and Exhibit "B", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two years from the date first above written. The City Manager may amend the Agreement to extend it for two additional two year periods or parts thereof in an amount not to exceed thirty thousand dollars ($30,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length ofthe extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be not-to-exceed thirty thousand dollars ($30,000) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A" and Exhibit "B". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A" and Exhibit "B". City Attorney Approved Version 1/30/13 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or eariy termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH". OR with a surplus City Attorney Approved Version 1/30/13 line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coveraqes and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits ofthe insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate. Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liabilitv. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion ofthe work. I I If box is checked. Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providinq Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in orderto maintain City Attorney Approved Version 1/30/13 the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carisbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be cleariy identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will 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. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Heather Pizzuto Name Kent Smallwood Title Library & Cultural Arts Director Title Account Manager Department Library &. Cultural Arts Address 119 E. Maple Street City of Carisbad Jeffersonville, IN 47130-3439 Address 1775 Dove Lane Phone No. 800-879-5453/812-285-0886 Carisbad, CA 92011 Email ksmallwood@unique-mgmt.com Phone No. 760-602-2011 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 1/30/13 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carisbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware ofthe requirements ofthe Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be fonwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. Ifthe resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and ofthe percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment ofthe Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 1/30/13 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part ofthe Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with delit)erate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any acfion at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of confiict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 1/30/13 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR, Unique Management Services, Inc., a Kentucky corporation CITY OF CARLSBAD, a municipal corporation of the State of California By (print name/title) Division Director as authorized by the City Manager Heather Pizzuto ATTEST: (print name/tijfle) / BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: istant City Attorney City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES NOTIFICATION MAILING SERVICES: Contractor offers the notice mailer service to clients as a means of streamlining and simplifying the notice production process. This allows notices to be delivered quickly, while allowing City staff to work on other responsibilities within the Library. Contractor shall work with Carisbad City Library in the nofice set-up process to assure that notices meet the standards expected by the Library as described in the workflow process below. Additionally, Contractor shall also abide by all federal, state, and local laws to maintain confidenfially, security, and safety of all library data. Contractor shall provide an efficient, cost-effective method of preparing, printing, and mailing paper notices for the Carisbad City Library. The City will utilize the interface developed in conjunction with the library's Integrated Library System (ILS) to transfer data electronically to the Contractor. The City will transfer files to the Contractor on a daily basis, Monday through Friday. Data will not be transferred or processed on weekends or holidays. Additionally, Contractor shall verify patron addresses by comparing addresses to the National Change of Address (NCOA) database priorto mailing notices to ensure an accurate mailing. Any newly obtained address information shall be provided to the library in electronic format on a daily basis. Addifionally, any returned mail shall be returned to the individual library. Workflow Description The normal workflow of the notice service will be as follows: City's Woricflow Responsibilities: The City will send a data file including all ofthe necessary notification elements to the Contractor on a daily basis, Monday through Friday, excluding holidays. This is the only work required ofthe library. The data will be transmitted via either email, FTP, SFTP, or other mechanism as desired. Contractor's Woricflow Responsibilities: 1. Contractor shall verify the type of file to ensure the appropriate notice is delivered to the library patron. Contractor shall download the data onto its network and processes the relevant data from the file and prepare the appropriate data elements for printing. 2. Contractor shall also conduct a search through the NCOA database to verify accuracy of addresses for all mailings. 3. Contractor shall print all notices on 8 !^ X 11" stock. Each notice shall include the Carisbad City Library logo and letteriiead information in addition to the individual library information in the body of the notice (this includes library name, address and phone number). Window envelopes will be used with all notices. 4. All notices shall be printed, folded, inserted into window envelopes, and placed in the United States Postal Service mail system within 24 hours of receipt of the data file from the City. 5. Contractor shall ensure that all files are confidential and secure, including all library patron personal information, mailing addresses, phone numbers and specific notice infonnation, such City Attorney Approved Version 1/30/13 as fines due or materials checked out. Any breach of confidence of patron data after file transfer is the sole responsibility of the Contractor. Compensation Contractor's fee shall be $0,628 per notice sent. Contractor's fee shall not increase during the term of the agreement except for any increase in the USPS portion of the rate. Contractor shall provide the City at least 30-days written notice of pass-through increases in USPS rates. Invoicing Contractor shall provide a monthly invoice to the City for all notifications mailed during the prior month. Terms shall be 30 days. City Attorney Approved Version 1/30/13 EXHIBIT "B" SCOPE OF SERVICES MATERIAL RECOVERY SERVICES Contractor provides account collection services through the Unique Management Gentie Nudge® Process at a rate of $8.95 per submission. Guarantee Contractor guarantees to recover, in material retumed and dollar amounts collected and waived, at least two (2) times the amount of collection fees. Contractor will provide monthly reports to the City providing detailed statistics on the number of materials returned, dollar amounts collected and waived, and fees collected. (See Conditions) Contractor shall also abide by all federal, state, and local laws to maintain confidentially, security, and safety of all library data. Conditions To qualify for guarantee, accounts submitted must contain a $10.00 processing fee and be no more than 60 days past due at time of submission. Unique Management Gentle Nudge® Process • The first letter is compared to the National Change of Address (NCOA) database and sent out immediately when a patron is turned over. • Contractor waits three weeks to allow the patron plenty of time to respond. If after three weeks the patron still has not responded in full, the second letter is sent. • If the patron responds after either the first or second letter and there is still a remaining balance. Contractor 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 Contractor, Contractor would begin making phone calls to encourage the patron to clear their account. • Phone calls are made in the evenings Monday through Friday, and during the day on Saturday. Contractor will make at least two phone attempts. If the patron does not answer in the evening, callers will usually set the next call for Saturday so calls are made at different times. All Contractor calls are made by well-trained call center staff. Contractor has found that a combination of letters and phone calls improve results from 15 to 30 percent, so they are very important. • If the patron has not responded within the first 60 days in full. Contractor will do extensive skip tracing to find patrons who have moved. Corrected addresses are provided to the library each month. Contractor utilizes several databases to do skip tracing. Through the Contractor skip tracing process excellent results are achieved. • Once a correct address is obtained, a final notice letter is sent which states that the patron will be credit reported if they do not clear their account with the library. • If the final notice letter is returned with forwarding address the final notice letter is resent to the corrected address. City Attorney Approved Version 1/30/13 10 If a patron has not cleared their account within 79 days of being sent to Contractor, the patron is called. This is a courtesy call to explain to the patron that they are scheduled to be credit reported and to encourage them to resolve their accounts. If the patron responds partially by returning materials and/or making a payment but still has a remaining balance, the remaining balance letter is sent out immediately. This helps the patron understand that they still have an overdue balance and need to contact the library. • Additional calls will be made depending on patron balance, what has been said eariier by the patron and response to date. • Contractor waits at least 120 days from the date the account is sent to Contractor before it is actually credit reported. Contractor credit reports to the largest credit reporting agencies in North America: TransUnion and Experian. Contractor only credit reports those accounts in the system at least 120 days, with a threshold set by the library, and adult accounts. No juvenile accounts are credit reported. City's Workflow Responsibilities: • The City will send a data file including all of the necessary notification elements to the Contractor on a daily basis, Monday through Friday, excluding holidays. This is the only work required of the library. The data will be transmitted via either email, FTP, SFTP, or other mechanism as desired. City Attorney Approved Version 1/30/13 11 Donna Heraty To: ksmallwood@unique-mgmt.com Cc: Debbie Jo McCool; Shelley Collins; Sherry Freisinger Subject: Form 700 - Conflict of Interest Dear Consultant: Regarding your agreement with the City of Carisbad for library notification mailer and material recovery services - // your agreement states: Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interest in ail four categories. It has been determined by the City Clerk's Office that you are not required to file a Conflict of Interest Statement as mentioned in your agreement with the City of Carisbad. A copy of this email will be added to your file memorializing this decision. Should you have any questions, please do not hesitate to contact me. Kindest regards, Ccity of Carlsbad Shelley Collins, CMC Assistant City Clerk City Clerk's Office City of Carisbad 1200 Carisbad Village Drive Carlsbad, CA 92008-1949 www.carisbadca.gov 760-434-2917 I Shellev.Collins@carisbadca.gov Connectiv/f/; Facebook | Twitter ( You Tube | Flickr | Pinterest j Enews