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HomeMy WebLinkAboutContracts & Agreements_22-2021�5 RSI ENTERPRISES_ T It 57 EU REV kN U E SO LU ['I U \5 AGREEMENT FOR COLLECTIONS SERVICES This Agreement for collection services is entered into this 16th of February, 2021 between RSI Enterprises, Inc_ herein referred to as "RSI", located at 5440 W. Northern Avenue, Glendale, Arizona 95301 and the City of Redlands herein referred to as Client, located at 35 Cajon Street, Redlands, California 92373. The Parties mutually agree to the following terms and conditions: 1. Description of Services 1.1 RSI shall perform Accounts Receivable Management Services on certain referred debtor accounts as defined below ("Referred Accounts") within the Limits of the Health Insurance Portability and Accountability Act, the Health and Human Services Department Standards for Individually Identifiable Health Information, the Fair Debt Collection Practices Act, all applicable rules and regulations, and other state, federal and local laws. 1.2 "Referred Accounts" may include: • Miscellaneous accounts receivable (e.g. fire inspections, police department false alarm fees, cost recovery, returned checks, airport fees, miscellaneous fees and fines) at least 90 days old after the date of service. • Delinquent utility billing accounts at least 90 days old after the date of service. The City reserves the right to refer qualified accounts outside of listed parameters, at the City's discretion." Client will electronically refer (in a format to be mutually agreed upon) 100% of all Referred Accounts, as defined above, on February 1, 2021. Client agrees that RSI shall be entitled to pursue collection of all Referred Accounts for a collections cycle of no less than 365 from date of referral, 1.3. Scope of Work. / Customary and Standard Third -Party Collection Procedures RSI will provide customary services associated with Third Party Collection service, as described below. The parties agree that the following list is not exhaustive but is rather a guide upon which to form the basis for the Scope of Work. Customary services may include but are not limited to: Customary and standard third -party accounts receivable management services performed under this Agreement shall include payment activities that relate to the individual to whom services are provided or the responsible party on the account receivable. Payment activities may include but are not limited to: A. Data extraction B. Data aggregation services C. Performance of location information services D. Insurance Billing / Claim Management E, Mailing of collection letters F. Telephone requests for payment G. Establishment of repayment plans H. Posting of debtor payments / adjustments I. Miscellaneous services as mutually agreed by Client and RSI 2. Necessary Information to Effectuate Services Client authorizes RSI to commence customary accounts receivable management services procedures to effectuate payment of a Referred Account when Client provides RSI with the responsible party information and which pertains to a debtor's account receivable. RSI has determined that, in order to perform the services for Client specified in Section 1.3 hereof, information regarding the debtor to whom services were rendered and the responsible party for payment of such services (if not the debtor) will be required. RSI understands that Client is relying on RSI's determination of the Minimum Necessary Information it requires in connection with RS1 services under this Agreement. 3. Limitations on Use and Disclosure of MWhnum Necessary bformation L:tica'djm+Rgrcamei%ORSI Rrnerpn5cs Inc. Collection Services Agrecmcnt.docx RSI agrees to use its best efforts and shall implement reasonable controls to limit access, use and further disclosure of any portion of the Minimum Necessary Information to those employees, officers, directors, authorized agents, vendors and subcontractors whose abilityto perform their job functions or render services to RSI may require such access, use or disclosure of Minimum Necessary Information. Authorized agents, vendors and subcontractors of RSI include, but may not be limited to, its attorneys, accountants and accounting service providers, providers of hardware and software used by us in connection with services to Client, technical support service providers, and letter services. 4. Locations, Accounts Receivable Services with respect to Referred Accounts may be performed by one or more of the branch offices of RSI, any wholly owned subsidiary of RSI Enterprises, Inc. or any RSI affiliate. (In the event of an affiliate. Client must be notified and provide consent). 5. Collection/Remit Reporting. All collection/payment data received by Client on RSI assigned accounts will be reported to RSI by the 15" of each month for any collections received in the previous calendar month. All collections received by RSI on Client accounts will be remitted to Client by the IS' of each month for any collections received in the previous calendar month- All remits will be considered Net Remits, unless otherwise agreed upon by all parties. RSl has the right to offset any such fees against collections made on Client accounts. Client shall provide RSI with daily reports of all payments received for all Referred Accounts in a format to be mutually agreed upon. Client shall report any and all payments received at Client's location(s) directly and said payments will be reported daily. This includes any payments made by third parties pertaining to accounts listed for collection and will be subject to customary charges as listed below. Accounts are considered `listed' upon receipt in RSI's work queues. 6. Monthly Statement. RSI will prepare and shall provide Client with monthly statements containing account names, numbers, dates of payments received, gross amounts of collections, and collection fees due RSI. 7. Bad Checks. Client will notify RSI when a check is returned by the bank unpaid on payment made direct to Client on which Client has paid RSI the collection fee due. RSI will list such returned checks on the next statement for direct payments to Client as a minus payment and minus collection fee. S. A_ln�Reyorts. RSI will provide to the Client, upon request, an aging payment report containing original balance, payments, adjustments, new assignments with gross and net total collections for Referrer[ Accounts. Or the Client will be given access to RSI's Client Web Portal to create and access this and other reports directly, at any time. 9. Fees. RSI shall charge and Client shall pay a 2 1 % (twenty one percent) on all payments received on Referred Accounts. Should the scope of work, referrals, volumes or any other critical term change or be altered in such a way that affects the propensity for payment, RSI and Client agree to renegotiate, either up or down, the rate(s) charged. RSI's rate will be commensurate with volume of business, regularity of placements and age of the accounts. 10. Warranty. Client warrants that all accounts placed with RSI are valid and legally enforceable debts and are not disputed or subject to any defense, offset, set-off, counterclaim or bankruptcy proceeding, unless otherwise disclosed in writing to RSI by Client in which event RSI may decline the account. Client shall immediately notify RSI, in writing, of any disputes or payments made directly to Client or any bankruptcy notification received by Client subsequent to placement of an account with RSI. Client shall be liable for and shall indemnify, defend and save RSI harmless from and against any and all suits, actions, claims and demands, and costs, expenses and attorney fees incurred in connection with RSI reporting to said credit bureaus any information provided to RSI by Client or the failure of Client to disclose to RSI that the account is disputed, paid in part or in full, satisfied, or alleged to be subject to any defense, offset, set-off, counterclaim or bankruptcy proceeding. 11. Audits. Audits of RSI may be performed at Client's expense from time to time, as may be reasonable, by Client or persons retained by Client, to include a review of collection effort, compliance with this Agreement and any other normal audit procedures and test. Client shall provide RSI with at least two business day's prior written notice in advance of any Client audit. 12. Withdrawal of Accounts. Referred Accounts may either be withdrawn by Client through written request subject to RSI's approval or may be closed and returned to Client by RSI at RSI's discretion. Accounts eligible for withdrawal are those accounts defined as legally uncollectable including but not limited to bankruptcies, deceased, in correct guarantor etc. RSI shall retain the right to receive all per case fees for Referred Accounts returned at the request of Client up to 30 days from the date of return, unless such account was returned because of a breach by RSI, and RSI shall also retain the right to recover any costs advanced by RSI on such accounts. RSI shall use its commercially reasonable best efforts to collect accounts but does not guarantee collection and is entitled to use its business judgment regarding the collection efforts to be made. 13. Indemnification, Liability. Each party shall be liable to the other only for damage, loss or liability to the extern caused by such party's own negligence, act omission orfailure to comply with its obligations hereunder. RSI and Client each agree to indemnify and hold harmless the other from and against any and all claims, expenses, losses and obligations to the extent caused by such party's negligence, act or omission or failure to comply with the provisions herein. Notwithstanding this or any other provision of this A ement under no circumstances shall Client or RSI be liable for indirect, special or inconsequential damages, L:1cu�djm'uApmmcnts RSi Enterprises Inc. Collecnon Scr iccs Agrccrnentdoc including but not limited to natural disasters or acts of God. 14_ Insurance. Upon request, RSI will provide Client with evidence of insurance with agreed upon policy limits in the foilowrine areas: A. Comprehensive General Liability Insurance, including Contractual Liability. B. Worker's Compensation including Employer's Liability Insurance. C. Errors and Omission Insurance 15. Protected Health Information. RSI shall execute and comply with a Business Associate Agreement Client shall immediately notify RSI of any restrictions placed on the use ofprotected health information pertaining to a Referred Account with sufficient detail so as to allow RSI to honor such restrictions. RSI shall make available protected health information in accordance with the Health and Human Services Department Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R § 164.524. RSI shall make available for amendment and incorporate any amendments to protected health information in accordance with the Health and Human Services Department Standard for Privacy of Individually Identifiable Health Information, 45C.F.R-§164.526. RSI will use its reasonable best efforts to maintain records of any use or disclosure of Information not provided for in this Agreement by RSI, its officers, directors, employees, agents and subcontractors and, to the extent known by RSI, report to Client upon written request of Client, which request shall be made only in connection with an accounting request made to Client under the then applicable HIPAA Standards. RSI shall make its internal practices, books and records relating to the use and disclosure of protected health information received from, or created or received by RSI on behalf of Client, available to the Health and Human Services Secretary for the purposes of determining Client's compliance with the Health and Human Services Department Standard for Individually Identifiable Health Information, 45 C.F.R.. Parts 142, 160, 162 and 164. RSI shall fully defend, indemnify and hold harmless Client from any violations caused by R.SI's breach of any protected health information. 16.Other Confidential Information. RSI agrees to hold in confidence and safeguard all information which is submitted or provided by Client or any data, information, discoveries, materials and compilations developed pursuant to this Agreement (collectively referred to as "Information"). RSI agrees not to: A. Use such Information for its own benefit or for the benefit of others B. To reproduce such Information C. To disclose Information to others without the prior written consent of Client D. Disclose any information received of Client pursuant to this Agreement that would violate the requirements of time Health Human Services Department Standards for Privacy of Individually Identifiable Health Information, 45 C.F.R. Part 160 and 124 if done by the Client RSI represents that neither RSI, nor any agents or subcontractors, will disclose any Information other than as pernutted or required by this Agreement or law. RSI will use its best efforts to prevent the use or disclosure of Information other than as provided in this Agreement or required by law and will report any use or disclosure of Information not allowed tinder this Agreement or required by law to Client. RSI represents and agrees that any agents or subcontractors shall be contractually required to agree to the same restrictions, conditions and indenmifications pertaining to the use and disclosure of Information as required by RSI pursuant to this Agreement. Information regarding any unauthorized use or disclosure of Information shall be maintained by RSI for a period of not less than six (6) years from the date of such unauthorized use or disclosure. RSI shall not use or further disclose information pertaining to the recipient of Client's services or any responsible party on a Referred Account other than as permitted or required by this Agreement or as required by law. RSI shall use its best efforts to prevent the use or disclosure of the Information pertaining to the recipient of Client's services or any responsible party on a Referred Account other than as provided for in this Agreement. RSI shall notify Client of any use or disclosure of the information not provided for by this Agreement of which it becomes aware. 17. Governing Law. California law shall govern and California courts shall maintain jurisdiction of all claims. I8.Licenses. RSI warrants and represents that it is duly licensed and bonded to conduct collection activities in the State of California and has not been sanctioned, reprimanded, entered into a corporate integrity agreement, fined, penalized, restricted or suspended by any Federal or State governmental agency or payer. Upon the request of Client, RSI shall provide a copy of its California license, COA or another required certificate to Client. 19.Term, Effective bate; Termination. The term of this Agreement shall be for a period of two (2) years from the Effective Date of this Agreement (the "Initial Term"). The City shall have the option to extend the initial Term of this Agreement -- --- --- ..._. L:�cs'djmAgeerneotslRSt EnrerpHsas Inc. Collection Sc icon Agmennem.docx Page 3 oT 4 by three (3) additional one-year terms (each, an "Extended Term'), on the same terms and conditions, by providing written notice to Consultant at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term. Either Party may terminate this Agreement for cause or no cause by providing ninety (90) days written notice. In the event Client terminates this Agreement or in the event the Client withdraws, settles, terminates or for any reason, cancels any accounts in the active process of collection, Client shall pay to RSl the applicable commission under this Agreement. The active process of collection is defined to mean RSI has received a promise for payment, has established a payment schedule or is involved in legal proceedings (if applicable). Client shall make payment to RSI within thirty (30) days of termination of this Agreement, settlement, withdrawal, termination or cancellation of any account in the active collection process. The Commission due to RSI shall represent the collection efforts made on certain accounts, but for which the actual collection of funds from those specified accounts happened within thirty days from the date of termination of the Agreement. Such commission shall reflect payment for those collections efforts rendered and will be based only on the actual funds received on those accounts. The commission shall be calculated by multiplying the applicable commission rate (herein 21%) times the payment amount received. At the sole discretion of RSI, commission(s) due may be waived or settled for an amount less than the full commission(s). Any request(s) by Client to RSI to withdraw, settle, terminate or otherwise cancel accounts in the active process of collection shall be submitted by Client in writing. 20. Notices. Any notice required by this Agreement shall be deemed to have been received by the parry upon the earlier of actual receipt or seventy-two (72) hours after the mailing thereof by certified U-S. mail, return receipt requested, postage prepaid, and addressed to the party at the address set forth above. 21. No Assi-nment or Pledge. None of the duties or obligations arising under this Agreement nor any rights granted, or payments due or to become due shall at any time be assigned, sold orpledged by either party unless approved in a writing signed by both parties, which approval shall not be unreasonably withheld. 22. Independent Contractor Relationship. It is further understood that RSI is, and will be acting and occupying the status of, an independent contractor and not the status of an agent or employee of Client. IIN i� OF, each of the parties hereto has caused this Agreement to be duly executed. yoeands RSI Enterprises, Inc. By: Printed Name & Title: Paul T. Barich. Mayor Date: 2 2. ATTEST: By"� aaz—� e Donaldson, City Clerk Printed Name & Title: Date:. Q " - - - L Page � of a Ac0djm A6recments'.Rs1 Enterprises Inc. CDUCCOOTI Services Agmamcnt.docx