04/17/1996
SUBSCRIPTION AGREEMENT FOR SERVICES
THIS AGREEMENT, made this ~ day of April 1996, by and between PALM
BEACH CREDIT ADJUSTORS, INCORPORATED doing business as FOCUS
FINANCIAL SERVICES, a Florida corporation with its principal place of business at
500 Gulfstream Boulevard Suite 209 Delray Beach, Florida 33483 (hereinafter referred to
as "Agency"), and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
AND THE BOARD OF GOVERNORS FOR THE LOWER AND MIDDLE KEYS FIRE
AND AMBULANCE DISTRICT (hereinafter referred to as "Client").
WITNESSETH
WHEREAS, Client wishes to avail itself of the services of FOCliS FINA1'{~AL,-rr
Incorporated an independent collector for assistance in collecting v~us~.unc~cte~
accounts receivable which it now has or will in the future have, and, :: :'. ~ ~ ~
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WHEREAS, Agency wishes to provide the necessary services a;:h~~einafteLmore-:::tJ
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specifically enumerated to the Client for said accounts receivable:..< . a f-:i
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NOW THEREFORE, in consideration of the promises and the mutual coblnantfg
and agreements contained herein, the parties agree as follows:
1. GENERAL PROVISIONS
1. Agency agrees to work diligently and to put forth a professional effort to collect
all monies due to Client on accounts receivable which are placed into the hands of the
Agency.
2. Agency agrees to familiarize itself, its agents, servants, and employees with the
provisions of the Florida Consumer Collection Practices act, Secs. 559.55-559.785, F.S.,
and all other applicable state laws, the Fair Debt Collection Practices Act ( 15 USCA
1692), the Truth and Lending Act, 15 USCA Sec. 160L et seq., the Fair Credit Reporting
Act, 15 USCA Sec. 1681, et seq., and all the United States Code, including but not
limited to, debtor-creditor relations, creditor's remedies, harassment, invasion of privacy,
and numerous other torts. Agency further agrees to abide by and not violate any terms or
provisions of said statutes and not to commit any torts or violate the civil rights of any
person in its attempt to properly collect said accounts.
3. Agency agrees to indemnify and save harmless and defend Client at its own
expense from any and every claim, demand, suit, loss, damage, cost and expense which
Client may hereafter suffer or incur by reason of a claim asserted against Client as a result
of Agency's acts, omission, or conduct under this agreement.
4. Agency will submit to Client on or before the 15th day of each month during the
term of this agreement the status of all accounts collected on during the prior month of
Agency for Client. This report will include the following information:
(a) Debtor's Name
(b) Debtor's Account Number
(c) Amount paid on the account during the preceding month
including amounts received by client as reported to Agency
(d) Unpaid balance of account
(e) Amount of commission due Agency
5. Agency will remit to Client on or before the 15th of each month, the proceeds, of
ALL monies collected by it on Client's accounts receivable during the preceding month.
6. Agency and Client covenant and agree that Client may receive payments on
accounts receivable held by Agency, whether over the counter or by mail, and shall not be
required to refuse any such payment. Client shall notify Agency of all such monies
received on a daily basis.
7. Client will remit to Agency within thirty (30) days of receipt of Agency monthly
statement, the total amount of commission due and shall be computed as follows:
24% of total monies collected on regular collection accounts which are
less than 365 days since date of service.
33% of total monies collected on regular collection accounts which are
greater than 365 days since date of service.
35% of total monies collected on accounts referred to an attorney for
legal letter service.
50% of total monies collected on accounts referred to an attorney. Agency
will pay all customary court costs and attorneys' fees.
8. Agency shall maintain records in such a manner that it can provide to the Client,
within a reasonable length of time, the present status of and the collection efforts
expended on any and/or all accounts receivable held by it for Client. The Agency shall
hire at their expense an independent certified public accountant and provide to the client
an audit report by the first day of August within each twelve month period the agreement
is in place. Client reserves the right to audit all financial records of the Agency, to assure
Client that proper reporting and remittance is being made. Said auditing may be made by
Client's personal or independent accountants at the sole expense of Client.
9. Client recognizing the importance of the accuracy of the information certifies that
all information given to Agency is true and correct. Once a blemish is placed on a credit
report the Client will not be able to request that the Agency removes the blemish from the
credit report. If the Client adjusts an account after a blemish has been placed on a credit
report, the Agency will indicate that the account has been paid and satisfied.
10. Agency shall make no settlement for less that the total principal amount owed
without the prior approval of Client.
11. Agency will place accounts with an attorney for legal action, only with the written
authorization of Client.
12. Client will only place those accounts with Agency that have not been previously
placed with any other agency or collection service other then their own in-house billing
servIce.
13. Client agrees that once an account is placed with Agency, Agency is to receive all
commissions due in the event that monies are collected. Agency agrees that if the
continued collection of an account would damage the reputation of the Client or if suit is
seriously threatened or filed, the Client may request, in writing, the immediate return of
the account.
II. RELATIONSHIP OF PARTIES
14. Each of the parties to the Agreement are independent contractors and nothing
contained in this Agreement shall be construed as creating a joint venture, partnership,
principal-agent or mutual agency relationship between or among the parties hereto and no
party shall, by virtue of the Agreement, have a right or power to create any obligation,
express or implied, on behalf of any other party. No party, nor any employee of a party,
shall be deemed to be an employer or employee of another party by virtue of this
agreement.
III. ENTIRE AGREEMENT
15. This agreement shall constitute the entire agreement between the parties and any
prior understanding or representation of any kind preceding the date of the Agreement
shall not be binding upon either party except to the extent incorporated in this agreement.
IV. MODIFICATION OF AGREEMENT
16. Any modification of this agreement or additional obligation assumed by either
party in connection with this agreement shall be binding only if placed in writing and
signed by each party or an authorized representative of each party.
V. NO WAIVER
17. The failure of either party to this agreement to insist upon the performance of any
of the terms and conditions of this Agreement, or the waiver of any breach of any of the
terms and conditions of this Agreement, shall not be construed as thereafter waiving any
such terms and conditions, all of which shall continue and remain in full force and effect
as if no such forbearance or waiver had occurred.
VI. EFFECT OF PARTIAL INVALIDITY
18. The invalidity of any portion of this agreement will not and shall not be deemed to
effect the validity of any other provision. In the event that any provision of this
agreement is held to be invalid, the parties agree that the remaining provisions shall be
deemed to be in full force and effect as if they had been executed by both parties
subsequent to the expungement of the invalid provision.
VII. HEADINGS
19. The titles to the paragraphs of this Agreement are solely for the convenience of
the parties and shall not be used to explain, modify, simplify, or aid in the interpretation
of the provisions of this agreement.
VIII. VENUE
20. In the event of litigation, the parties agree that all proceedings shall be venued
exclusively, in a State or Federal Court sitting in Monroe County, Florida.
IX. EXHIBITS
21. All exhibits attached hereto are a part of this Agreement and are expressly
incorporated herein and all blanks in such exhibits, if any, will be completed as required
in order to consummate the transactions contemplated and in accordance with this
Agreement.
X. TERM AND TERMINATION
22. This Agreement shall not be binding on either party until it has been executed by
both parties.
23. All notices, requests, demands, and other communications thereunder shall be in
writing except as expressly stated in the Agreement, and shall be deemed have been duly
given when received upon delivery by certified mail, addressed as follows:
CLIENT: MONROE COUNTY EMERGENCY MEDICAL SERVICES
490 63rd Street, Ocean
Marathon, Florida 33050
AGENCY: FOCUS FINANCIAL SERVICES
500 Gulfstream Boulevard, Suite 209
Delray Beach, Florida 33483
24. Without cause, Client may terminate this Agreement at any time upon thirty (30)
days written notice to Agency. In such event, Agency will no longer actively pursue
collection of accounts in its possession, and will not assume new accounts, but shall be
paid its regular compensation for any accounts collected up to the date of the contract
termination. All money received on accounts, by the Agency, after the termination date
will be forwarded to the Client without regular compensation being paid to the Agency.
Without cause, Agency may terminate this agreement upon sixty (60) days written notice
to Client.
IN TESTIMONY WHEREOF witness the signature of the parties hereto on day and date
first above entered.
CLIENT: BY: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS AND
THE BOARD OF GOVERNORS FOR THE LOWER D MIDDLE KEYS
FIRE AND AMBULANCE DISTRICT
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(Signature) ~V' ~ tolon\"O,,- ~~~
5"*,,,,, ~GM\
(Name Piease Print)
AGENCY: FOCUS FINANCIAL SERVICES
(Name Please Print
(SEAL)
ATTEST: DANNY L KOLHAGE, QERK
BY:
BY
(Signature) ~
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(N ame Please Print)
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DATI: 3 -(3 -~
EXHIBIT A
Focus Financial Services warrants that it has not employed, retained or otherwise had act
on its behalf any former County officer or employee in violation of Section 2 of
Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of
Ordinance No. 10-1990. For breach or violation of this provision the County may, in its
discretion, terminate this contract without liability and may also, in its discretion deduct
from the contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former County officer or
employee.
Date:
0/-/30/ r6
State of 1~~~l~/
County of leA d~ ,o-d
PERSONALL Y APPEARED BEFORE ME, the undersigned authority,
P()/3'fHL 7 ,.0 If fL( who, after first being sworn by me, affixed his/her
signature in the space provided on the .::t:..L day of ./7 ;:J fi {( , 1996.
Notary Public ~ d ~
~ / ...
My commissio '.
Wt~~ MY~~
. ' EXPIB: Ald., 1.
I:; . to . .......1IlIlI NDIIIy NIl ~
A person or affiliate who has been place on the convicted vendor list following a
conviction for public entity crime may not submit a bid on a contract to provide any
goods or services to a public entity, may not submit a bid on a contract with a public
entity for the construction or repair of a public building or public work, may not submit
bids on leases of real property to a public entity, may not be awarded or perform work as
a contractor, supplier, subcontractor, or consultant under a contract with any public entity,
and may not transact business with any public entity in excess of the threshold amount
provided in Section 287.017 for CATEGORY TWO for a period of 36 months from the
date of being placed on the convicted vendor list
. '
EXHIBIT B
EMPLOYEE DISHONESTY
INSURANCE REQUIREMENTS
FOR
COLLECTION OF DELINQUENT ACCOUNTS
BETWEEN
MONROE COUNTY, FLORIDA
AND
FOCUS FINANCIAL SERVICES
The Contractor, Focus Financial Services shall purchase and maintain, throughout the
term of the contract, Employee Dishonesty/Errors & Omissions Liability Insurance which
will pay for losses to County property or money caused by the fraudulent of dishonest
acts of the Contractor's employees or its agents, whether acting alone or in collusion of
others.
The minimum limits shall be:
$100,000 per Occurrence