HomeMy WebLinkAbout2063 Sanford Contract Fully Executed Break Point LawAGREEMENT BETWEEN THE CITY OF SANFORD BREAK POINT LAW,
LLC/COLLECTION LEGAL SERVICES
J \ THIS A_GREEMENT (hereinafter the "Agreement") is made and entered in~o this
~h' day of HQtl \ , 2019, by and between the City of Sanford, Florida, a
Florida municipality, (hereinafter referred to as the "City"), whose mailing address is 300
North Park Avenue, Sanford, Florida 32771, BREAK POINT LAW, LLC, Florida limited
liability company, whose principal and mailing address 4100 North Wickham Road,
Suite 107 A #251, Melbourne, Florida 32935, (hereinafter referred to as "Break Point").
The City and Break Point may be collectively referenced herein as the "parties".
WITNESSETH:
IN CONSIDERATION of the mutual covenants, promises, and representations
contained herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Recitals. The above statements are true and form a material
part of this Agreement upon which the parties have relied.
Section 2. Authority. Each party hereto represents to the other that it has
undertaken all necessary actions to execute this Agreement, and that it has the legal
authority to enter into this Agreement and to undertake all obligations imposed on it.
The persons executing this Agreement for each party certify that they are authorized to
bind the party fully to the terms of this Agreement.
Section 3. Scope of Agreement; Direction of Goods or Services.
(a). This Agreement is for Break Point to engage in collections on certain fees,
fines, and penalties pursuant to Article VI, of the Code of the City of Sanford, entitled
"Vacant Residential Properties Subject of Foreclosure Actions" ("Services") in the City of
Sanford, Florida, and the City does hereby give to Break Point the right to take all legal
steps to represent the City's interests. Break Point shall engage in collection activities
which shall be in compliance with all controlling Federal, State and local laws, rules and
regulations, and will be conducted in a courteous and businesslike manner always
considering the image and reputation of the City. Collections made by Break Point shall
be deposited immediately into a separate trust account maintained in a federally insured
bank for the City. All collections made by Break Point on behalf of the City shall be
remitted to the City, less Break Point's collection fees, on the first (1st) day of each
month, for all monies collected for the previous monthly period. Break Point shall not
initiate any form of legal action without prior written consent from the City. Accounts
placed by the City with Break Point for collection may be withdrawn by the City through
reasonable written request after 60 days of date assigned. Break Point shall not use or
disclose or in any manner make available to any third party any account information
provided to it by the City or obtained by it in providing services hereunder. Break Point
shall take all steps necessary to reduce burden on the City, by preparing all necessary
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municipal lien documents, witness statements/affidavits, invoice statements, or any
other necessary document needed to collect on a municipal lien/debt. If reporting of
collections to the Internal Revenue Service is required, Break Point shall accomplish
such reporting in a timely manner.
(b). It is recognized that Break Point shall perform services as otherwise
directed by the City all of such services to include all labor and materials that may be
required including, but in no way limited to, the services provided by subconsultants as
may be approved by the City.
(c). The City's contacUproject manager for all purposes under this Agreement
shall be the following:
Darrel Presley
Executive Director of Development Services
City of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
Phone: 407.688.5162
Section 4. Effective Date and Term of Agreement. This Agreement
shall take effect on the date that this Agreement is fully executed by the parties hereto.
This Agreement shall be in effect for a term of 1 year and, upon the exercise of an
option to renew by the City, for 2 additional terms of 1 year each. In any event, this
Agreement shall remain in effect until the services to be provided by Break Point to the
City under each work order have been fully performed in accordance with the
requirements of the City; provided, however, that, the indemnification provisions and
insurance provisions of the standard contractual terms and conditions referenced herein
shall not terminate and the protections afforded to the City shall continue in effect
subsequent to such services being provided by Break Point. No goods or services have
been provided prior to the execution of this Agreement that would entitle Break Point for
any compensation therefor. Notwithstanding the foregoing, the City may unilaterally
terminate this Agreement in the event that the City is not satisfied with the goods or
services provided by Break Point within the 6 calendar months commencing on the first
day of the first month after this Agreement commences.
Section 5. Compensation.
(a). The parties agree to compensation as follows with regard to compensation
of Break Point by the City:
(1). The City hereby agrees to pay Break Point 50% of the fines and penalties
collected by Break Point for the City, but not fees. It is agreed and understood that this
employment is upon a contingent fee basis, and if no recovery is made, the City will not
be indebted to Break Point for any sum whatsoever as attorney's fees, costs and/or
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expenses. It is further understood that the fee agreed upon herein does NOT include
services for litigation if such should become necessary. In the event litigation is
necessary, Break Point may hire a law firm, if approved by the City and the City
Attorney to handle the litigation and Break Point would pay such law firm directly any
and all attorney's fees, cost and/or expenses due to the law firm. In the event litigation is
necessary, the City hereby agrees to pay Break Point 60% of the fines and penalties
collected for the City, but not fees. Break Point hereby agrees to defend and indemnify
the City from any and all attorney's fees, costs and/or expenses that may become due
to any law firm providing services to the City. When Break Point collects funds from
delinquent registrations, Break Point shall remit to the City, the registration fee amount
due under the Foreclosure Registry/Real Property Registration System contract, out of
Break Point's percentage. Break Point shall have the right to negotiate a settlement with
the owner of multiple delinquent properties without approval by the City if 100% of the
registration fees will be received by the City. All amounts collected though a negotiation
of multiple properties shall entitle Break Point to a fee as set forth herein.
(b). Any payments made by the City to Break Point shall be made in
accordance with the provisions of the Prompt Payment Act, as applicable.
Section 6. Standard Contractual Terms and Conditions. All "Standard
Contractual Terms and Conditions", as provided on the City's website, apply to this
Agreement. Such Terms and Conditions may be found at the City's website; which can
be reached at: (https://www.sanfordfl.gov/departments/finance/purchasing/contract-
terms-and conditions or www.SanfordFL.gov). The parties shall also be bound by the
purchasing policies and procedures of the City as well as the controlling provisions of
Florida law. Work orders shall be used, in accordance therewith, in the implementation
of this Agreement to the extent deemed necessary by the City in its sole and absolute
discretion.
Section 7. Break Point's Mandatory Compliance with Chapter 119, Florida
Statutes, and Public Records Requests.
(a). In order to comply with Section 119.0701, Florida Statutes, public records
laws, Break Point must:
(1). Keep and maintain public records that ordinarily and necessarily would be
required by the City in order to perform the service.
(2). Provide the public with access to public records on the same terms and
conditions that the City would provide the records and at a cost that does not exceed
the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.
(3). Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by
law.
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(4). Meet all requirements for retaining public records and transfer, at no cost,
to the City all public records in possession of Break Point upon termination of the
contract and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. All records stored electronically
must be provided to the City in a format that is compatible with the information
technology systems of the City.
(b). If Break Point does not comply with a public records request, the City shall
enforce the contract provisions in accordance with this Agreement.
(c). Failure by Break Point to grant such public access and comply with public
records requests shall be grounds for immediate unilateral cancellation of this
Agreement by the City. Break Point shall promptly provide the City with a copy of any
request to inspect or copy public records in possession of Break Point and shall
promptly provide the City with a copy of Break Point's response to each such request.
(d). IF THE CONTRACTOR/BREAK POINT HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S (BREAK POINT'S) DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012,
TRACI HOUCHIN, CMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY
HALL, 300 NORTH PARK AVENUE, SANFORD, FLORIDA 32771,
TRACI.HOUCHIN@SANFORDFL.GOV.
Section 8. Time is of the Essence. Time is hereby declared of the essence
as to the lawful performance of all duties and obligations set forth in this Agreement.
Section 9. Entire Agreement/Modification. This Agreement, together
with all "Standard Contractual Terms and Conditions", as provided on the City's website
and the attachments hereto (the documents relative to the procurement activity of the
City leading to the award of this Agreement) constitute the entire integrated agreement
between the City and Break Point and supersedes and controls over any and all prior
agreements, understandings, representations, correspondence and statements whether
written or oral in connection therewith and all the terms and provisions contained herein
constitute the full and complete agreement between the parties hereto to the date
hereof. This Agreement may only be amended, supplemented or modified by a formal
written amendment of equal dignity herewith. In the event that Break Point issues a
purchase order, memorandum, letter, or any other instrument addressing the goods or
services, work, and materials to be provided and performed pursuant to this Agreement,
it is hereby specifically agreed and understood that any such purchase order,
memorandum, letter, or other instrument shall have no effect on this Agreement unless
agreed to by the City, specifically and in writing in a document of equal dignity herewith,
and any and all terms, provisions, and conditions contained therein, whether printed or
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written or referenced on a Web site or otherwise, shall in no way modify the covenants,
terms, and provisions of this Agreement and shall have no force or effect thereon.
Section 10. Severability. If any term, provision or condition contained in
this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of
this Agreement, or the application of such term, provision or condition to persons or
circumstances other than those in respect of which it is invalid or unenforceable, shall
not be affected thereby, and each term, provision and condition of this Agreement shall
be valid and enforceable to the fullest extent permitted by law when consistent with
equity and the public interest.
Section 11. Waiver. The failure of the City to insist in any instance upon
the strict performance of any provision of this Agreement, or to exercise any right or
privilege granted to the City hereunder shall not constitute or be construed as a waiver
of any such provision or right and the same shall continue in force.
Section 12. Captions. The section headings and captions of this Agreement
are for convenience and reference only and in no way define, limit, describe the scope
or intent of this Agreement or any part thereof, or in any way affect this Agreement or
construe any provision of this Agreement.
Section 13. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which,
taken together, shall constitute one and the same document.
Section 14. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the successors in interest, transferees and assigns of the parties.
Each party hereto represents to the other that it has undertaken all necessary actions to
execute this Agreement, and that it has the legal authority to enter into this Agreement
and to undertake all obligations imposed on it. The signatories hereof represent that
they have the requisite and legal authority to execute this Agreement and bind the
respective parties herein.
Section 15. Remedies. The rights and remedies of the parties, provided for
under this Agreement, are in addition to any other rights and remedies provided by law
or otherwise necessary in the public interest.
Section 16. Governing law, Venue and Interpretation. This Agreement is
to be governed by the laws of the State of Florida. Venue for any legal proceeding
related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for
Seminole County, Florida. This Agreement is the result of bona fide arms length
negotiations between the City and Break Point, and all parties have contributed
substantially and materially to the preparation of the Agreement. Accordingly, this
Agreement shall not be construed or interpreted more strictly against any one party.
than against any other party and all provisions shall be applied to fulfill the public
interest.
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IN WITNESS WHEREOF, the City and Break Point have executed this
instrument for the purpose herein expressed.
ATTEST:
\1li\cv, i:loL1cituro/~trx1i rcem
Traci Houchin, CMC, FCRM 4·~•1q
City Clerk
Approved as to form and
legal sufficiency.
ATTEST:
Witness# Ysi~ure ::S I l ~
Printed Name: ~Q OJ\~ ,T ()f ~!
"wtJ-J vlaA ,
itness # 2 Signsl!IJ11/e, A 11 A ·:C:k/2 .P.
Printed Name: · V ( V(,.~VI..--Ill
CITY OF SANFORD
BREAK POINT LAW, LLC
.--;7
By: .//~~7--·····.
CliffCJQliJ.ohnson, Esquire
Sole Manag?J-/ o,
Dated: 'j_ -f r
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