HomeMy WebLinkAboutRSI Enterprises - Collection Agency Services for Various City Departments - 2021
ALL-B Generic Not to Exceed (04-02-14) PAGE 1
AGREEMENT
CITY OF FRESNO, CALIFORNIA
COLLECTION AGENCY SERVICES FOR VARIOUS CITY DEPARTMENTS
THIS AGREEMENT is made and entered into effective the date of the Notice to
Proceed (Effective Date), by and between the CITY OF F RESNO, a California municipal
corporation (hereinafter referred to as CITY), and RSI Enterprises, Inc. (hereinafter referred
to as COLLECTION AGENCY).
RECITALS
WHEREAS, CITY desires to obtain professional collection agency services for those
accounts considered uncollectible by vari ous City Departments/Divisions including but not
limited to the Finance Department Business Tax Unit, Collections Unit, and Utility Billing and
Collections Division, Fresno Fire Department, Fresno Yosemite International Airport and
Chandler Executive Airport, hereinafter referred to as the “Project;” and
WHEREAS, COLLECTION AGENCY is engaged in the business of furnishing services
as a collection agency and hereby represents that it desires to and is professionally and
legally capable of performing the services called for by this Agreement; and
WHEREAS, COLLECTION AGENCY acknowledges that this Agreement is subject to
the requirements of Fresno Municipal Code Section 4 -107 and Administrative Order No. 6-19;
and
WHEREAS, this Agreement will be administered for CITY by its Finance Department
(hereinafter referred to as "Administrator") or his/her designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and premises hereinafter contained to be kept and performed by the respective
parties, it is mutually agreed as follows:
1. Scope of Services. COLLECTION AGENCY shall perform to the satisfaction of
CITY the services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance . This Agreement shall be
effective from the date of the Notice to Proceed and shall continue in full force and effect for
three (3) years, subject to any earlier termination in accordance with this Agreement. The
Contract may be extended, with the mutual written consent of both parties, for three (3) one
(1) year increments with price increases/decreases in accordance with the provisions set
forth herein, all other terms and conditions specified herein remaining the same . The services
of COLLECTION AGENCY as described in Exhibit A are to commence upon the Effective
Date and shall be completed in a sequence assuring expeditious completion, but in any
event, all such services shall be completed prior to expiration of this Agreement and in
accordance with any performance schedule set forth in Exhibit A.
3. Co mpensation.
(a) COLLECTION AGENCY’S sole compensation for satisfactory
performance of all services required or rendered pursuant to this Agreement shall be
contingency commissions, paid on the basis on the following collection fee rates:
Public Utilities – Utility Billing and Collections Division –
16% Non-Legal accounts
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 2
27% Legal collection accounts
5% Amend Liens
Accounts submitted by City departments/divisions (excluding Public Utilities –
Utility Billing and Collections Division) –
16.5% Non-legal collection accounts
27% Legal collection accounts.
Extended Business Office –
Varies by and negotiated based on Scope of Work.
Such collection fee rate includes all costs and expenses incurred by COLLECTION AGENCY
in performance of the services. Notwithstanding the preceding rates, Zero-percent (0%)
commissions will be due to the Collection Agency for a 15 day grace period from the date of
account assignment for any accounts collected and returned to the City within this time
period. For purposes of this section, “collection fee rate” shall mean the percentage of the
total monies collected by Collection Agency from debtor on the respective account. For
purposes of this section, “legal collection account” shall mean any delinquent debt which all
collection activity by the Collection Agency has been exhausted and litigation is needed to
pursue recovery of the debt. All other collection accounts are “non-legal.”
(b) Detailed statements shall be rendered monthly for services performed in
the preceding month and will be payable in the normal course of CITY business. CITY shall
not be obligated to reimburse any expense for which it has not received a detailed invoice
with applicable copies of representative and identifiable receipts or records subst antiating
such expense.
(c) The parties may modify this Agreement to increase or decrease the
scope of services or provide for the rendition of services not required by this Agreement,
which modification shall include an adjustment to COLLECTION AGENCY’S compensation.
Any change in the scope of services must be made by written amendment to the Agreement
signed by an authorized representative for each party. COLLECTION AGENCY shall not be
entitled to any additional compensation if services are performed prior to a signed written
amendment.
4. Termination, Remedies and Force Majeure .
(a) This Agreement shall terminate without any liability of CITY to
COLLECTION AGENCY upon the earlier of: (i) COLLECTION AGENCY’S filing for protection
under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver
commenced by a third party against COL LECTION AGENCY; (ii) 7 calendar days prior
written notice with or without cause by CITY to COLLECTION AGENCY; (iii) CITY’S non -
appropriation of funds sufficient to meet its obligations hereunder during any CITY fiscal year
of this Agreement, or insufficien t funding for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement,
COLLECTION AGENCY shall (i) immediately stop all work hereunder; (ii) immediately cause
any and all of its subcontra ctors to cease work; and (iii) return to CITY any and all unearned
payments and all properties and materials in the possession of COLLECTION AGENC Y that
are owned by CITY. Subject to the terms of this Agreement, COLLECTION AGENCY shall
be paid compensation for services satisfactorily performed prior to the effective date of
termination. COLLECTION AGENCY shall not be paid for any work or services performed or
costs incurred which reasonably could have been avoided.
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 3
(c) In the event of termination due to failure of COLLECTION AGENCY to
satisfactorily perform in accordance with the terms of this Agreement, CITY may withhold an
amount that would otherwise be payable as an offset to, but not in excess of, CITY’S
damages caused by such failure. In no event shall any payment by CITY pursuant to this
Agreement constitute a waiver by CITY of any breach of this Agreement which may then exist
on the part of COLLECTION AGENCY, nor shall such payment impair or prejudice any
remedy available to CITY with respect to the breach.
(d) Upon any breach of this Agreement by COLLECTION AGENCY, CITY
may (i) exercise any right, remedy (in contract, law or equity), or privilege which may be
available to it under applicable laws of the State of California or any other applica ble law; (ii)
proceed by appropriate court action to enforce the terms of the Agreement; and/or (iii)
recover all direct, indirect, consequenti al, economic and incidental damages for the breach of
the Agreement. If it is determined that CITY improperly te rminated this Agreement for
default, such termination shall be deemed a termination for convenience.
(e) COLLECTION AGENCY shall provide CITY with adequate written
assurances of future performance, upon Administrator’s request, in the event COLLECTION
AGENCY fails to comply with any terms or conditions of this Agreement.
(f) COLLECTION AGENCY shall be liable for default unless
nonperformance is caused by an occurrence beyond the reasonable control of COLLECTION
AGENCY and without its fault or negligence such as, acts of God or the public enemy, acts of
CITY in its contractual capacity, fires, floods, epidemics, quarantine restrictions, strike s,
unusually severe weather, and delays of common carriers. COLLECTION AGENCY shall
notify Administrator in writing as soon as it is reasonably possible after the commencement of
any excusable delay, setting forth the full particulars in connection therew ith, and shall
remedy such occurrence with all reasonable dispatch, and shall promptly give written notice
to Administrator of the cessation of such occurrence.
5. Confidential Information and Ownership of Documents .
(a) Any reports, information, or other data prepared or assembled by
COLLECTION AGENCY pursuant to this Agreement shall not be made available to any
individual or organization by COLLECTION AGENCY without the prior written approval of the
Administrator. During the term of this Agreement, and thereafter, COLLECTION AGENCY
shall not, without the prior written consent of CITY, disclose to anyone any Confident ial
Information. The term Confidential Information for the purposes of this Agreement shall
include all proprietary and confidential infor mation of CITY, including but not limited to
business plans, marketing plans, financial information, materials, compi lations, documents,
instruments, models, source or object codes and other information disclosed or submitted,
orally, in writing, or by any other medium or media. All Confidential Information shall be and
remain confidential and proprietary in CITY.
(b) Any and all writings and documents prepared or provided by
COLLECTION AGENCY pursuant to this Agreement are the property of CITY at the time of
preparation and shall be turned over to CITY upon expiration or termination of the
Agreement. COLLECTION AGENCY shall not permit the reproduction or use thereof by any
other person except as otherwise expressly provided herein.
(c) If COLLECTION AGENCY should subcontract all or any portion of the
services to be performed under this Agreement, COLLECTION AGENCY shal l cause each
subcontractor to also comply with the requirements of this Section 5 .
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 4
(d) This Section 5 shall survive expiration or termin ation of this Agreement.
6. Professional Skill. It is further mutually understood and agreed by and between
the parti es hereto that inasmuch as COLLECTION AGENCY represents to CITY that
COLLECTION AGENCY and its subcontractors, if any, are skilled in th e profession and shall
perform in accordance with the standards of said profession necessary to perform the
services agreed to be done by it under this Agreement, CITY relies upon the skill of
COLLECTION AGENCY and any subcontractors to do and perform such services in a skillful
manner and COLLECTION AGENCY agrees to thus perform the services and require the
same of any subcontractors. Therefore, any acceptance of such services by CITY shall not
operate as a release of COLLECTION AGENCY or any subcontracto rs from said professional
standards.
7. Indemnification. To the furthest extent allowed by law, COLLECTION
AGENCY shall indemnify, hold harmless and defend CITY and each of its officers, officials,
employees, agents and volunteers from any and all los s, liability, fines, penalties, forfeitures,
costs and damages (whether in contract, tort or strict liability, including b ut not limited to
personal injury, death at any time and property damage), and from any and all claims,
demands and actions in law or equity (including reasonable attorney's fees and litigation
expenses) that arise out of, pertain to, or relate to the negl igence, recklessness or willful
misconduct of COLLECTION AGENCY, its principals, officers, employees, agents or
volunteers in the performance of this Agreement.
If COLLECTION AGENCY should subcontract all or any portion of the services to be
performed under this Agreement, COLLECTION AGENCY shall require each subcontractor
to indemnify, hold harmless and defend CITY and each of its officers, officials, employees,
agents and volunteers in accordance with the terms of the preceding paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, COLLECTION AGENCY shall pay
for and maintain in full force and effect all insurance as required in Exhibit B, which is
incorporated into and part of this Agreement, with an insurance company(ies) either (i)
admitted by the California Insurance Commissioner to do busi ness in the State of California
and rated no less than “A-VII” in the Best’s Insurance Rating Guide, or (ii) as may be
authorized in writing by CITY'S Risk Manager or his/her designee at any time and in his/her
sole discretion. The required policies of in surance as stated in Exhibit B shall maintain limits
of liability of not less than those amounts stated therein. However, the insurance limits
available to CITY, its officers, officials, employees, agents and volunteers as additional
insureds, shall be the greater of the minimum limits specified therein or the full limit of any
insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension,
COLLECTION AGENCY or any of its subcontractors/sub-Collection Agency(ies) fail to
maintain any required insurance in full force and effect, all services and work under this
Agreement shall be di scontinued immediately, and all payments due or that become due to
COLLECTION AGENCY shall be withheld until notice is received by CITY that the required
insurance has been restored to full force and effect and that the premiums therefore have
been paid for a period satisfactory to CITY. Any failure to maintain the required insurance
shall be sufficient cause for CITY to terminate this Agreement. No action taken by CITY
pursuant to this section shall in any way relieve COLLECTION AGENCY of its responsibil ities
under this Agreement. The phrase “fail to maintain any required insurance” shall include,
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 5
without limitation, notification received by CITY that an insurer has commenced proceedings,
or has had proceedings commenced against it, indicating that the i nsurer is insolvent.
(c) The fact that insurance is obtained by COLLECTION AGENCY shall not
be deemed to release or diminish the liability of COLLECTION AGENCY, including, without
limitation, liability under the indemnity provisions of this Agreement. Th e duty to indemnify
CITY shall apply to all claims and liability regardless of whether any insurance poli cies are
applicable. The policy limits do not act as a limitation upon the amount of indemnification to
be provided by COLLECTION AGENCY. Approval or purchase of any insurance contracts or
policies shall in no way relieve from liability nor limit the lia bility of COLLECTION AGENCY,
its principals, officers, agents, employees, persons under the supervision of COLLECTION
AGENCY, vendors, suppliers, invitees, Collection Agency(ies), sub-Collection Agency(ies),
subcontractors, or anyone employed directly or i ndirectly by any of them.
(d) If COLLECTION AGENCY should subcontract all or any portion of the
services to be performed under t his Agreement, COLLECTION AGENCY shall require each
subcontractor/sub-Collection Agency to provide insurance protection, as an additional
insured, to the CITY and each of its officers, officials, employees, agents and volunteers in
accordance with the terms of this section, except that any required certificates and applicable
endorsements shall be on file with COLLECTION AGENCY and CITY prior to the
commencement of any services by the subcontractor. COLLECTION AGENCY and any
subcontractor/sub-Collection Agency shall establish additional insured status for CITY, its
officers, officials, employees, agents and volunteers by using Insurance Service Office (ISO)
form CG 20 10 11 85 or both CG 20 1010 01 and CG 20 37 10 01 or by an executed
manuscript company endorsement providing additional insured status as broad as that
contained in ISO Form CG 20 10 11 85.
9. Conflict of Interest and Non-Solicitation.
(a) Prior to CITY’S execution of this Agreement, COLLECTION AGENCY
shall complete a City of Fresno conflict o f interest disclosure statement in the form as set
forth in Exhibit C. During the term of this Agreement, COLLECTION AGEN CY shall have
the obligation and duty to immediately notify CITY in writing of any change to the information
provided by COLLECTION AGENCY in such statement.
(b) COLLECTION AGENCY shall comply, and require its subcontractors to
comply, with all applicabl e (i) professional canons and requirements governing avoidance of
impermissible client conflicts; and (ii) federal, state and local con flict of interest laws and
regulations including, without limitation, California Government Code Section 1090 et. seq.,
the California Political Reform Act (California Government Code Section 87100 et. seq.) and
the regulations of the Fair Political Practi ces Commission concerning disclosure and
disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon
written request of CITY, COLLECTION AGENCY shall provide a written opinion of its legal
counsel and that of any subcontr actor that, after a due diligent inquiry, COLLECTION
AGENCY and the respective subcontractor(s) are in full compliance wi th all laws and
regulations. COLLECTION AGENCY shall take, and require its subcontractors to take,
reasonable steps to avoid any appea rance of a conflict of interest. Upon discovery of any
facts giving rise to the appearance of a conflict of interest, CO LLECTION AGENCY shall
immediately notify CITY of these facts in writing.
(c) In performing the work or services to be provided hereun der,
COLLECTION AGENCY shall not employ or retain the services of any person while such
person either is employed by CIT Y or is a member of any CITY council, commission, board,
committee, or similar CITY body. This requirement may be waived in writing by the City
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 6
Manager, if no actual or potential conflict is involved.
(d) COLLECTION AGENCY represents and warrants that i t has not paid or
agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit or
procure this Agreement or any rights/benefits hereunder.
(e) Neither COLLECTION AGENCY, nor any of COLLECTION AGENCY’S
subcontractors performing any services on this Project, shall bid for, assist anyone in the
preparation of a bid for, or perform any services pursuant to, any other contract in connection
with this Project unless fully disclosed to and approved by the City Manager, in advance and
in writing. COLLECTION AGENCY and any of its subcontractors shall have no interest,
direct or indirect, in any other contract with a third party in connection with this Project unless
such interest is in accordance with all applicable law and fully disclos ed to and approved by
the City Manager, in advance and in writing. Notwithstanding any approval given by the City
Manager under this provision, COLLECTION AGENCY shall remain responsible for
complying with Section 9(b), above.
(f) If COLLECTION AGENCY should subcontract all or any portion of the
work to be performed or services to be provided under this Agreement, COLLECTION
AGENCY shall i nclude the provisions of this Section 9 in each subcontract and require its
subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. Recycling Program. In the event COLLECTION AGENCY maintains an office
or operates a facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, COLLECTION AGENCY at its sole cost and
expense shall:
(i) Immediately establish and maintain a viable and ongoin g recycling program,
approved by CITY’S Solid Waste Management Division, for each office and
facility. Literature describing CITY recycling programs is available from CITY’S
Solid Waste Management Division and by calling City of Fresno Recycling
Hotline at (559) 621-1111.
(ii) Immediately contact CITY’S Solid Waste Management Division at (559)
621-1452 and schedule a free waste audit, and cooperate with such Division in
their conduct of the audit for each office and facility.
(iii) Cooperate with and demonstrate to the satisfaction of CITY’S Solid Waste
Management Division the establishment of the recycling program in paragraph
(i) above and the ongoing maintenance thereof.
11. General Terms.
(a) Except as otherwise provided by law, all notices expressly required of
CITY within the body of this Agreement, and not otherwise specifically provided for, shall be
effective only if signed by the Administrator or his/her designee.
(b) Records of COLLECTION AGENCY’S expenses pertaining to the Project
shall be kept on a generally recognized accounting basis and shall be available to CITY or its
authorized representatives upon request during regular business hours throughout the life of
this Agreement and for a period of three years after final payment or, if longer , for any period
required by law. In addition, all books, documents, papers, and records of COLLECTION
AGENCY pertaining to the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If any litigation, claim,
negotiations, audit or other action is commenced before the expiration o f said time period, all
records shall be retained and made available to CITY until such action is resolved, or until the
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 7
end of said time period whiche ver shall later occur. If COLLECTION AGENCY should
subcontract all or any portion of the services to be performed under this Agreement,
COLLECTION AGENCY shall cause each subcontractor to also comply with the
requirements of this paragraph. This Section 11(b) shall survive expiration or termination of
this Agreement.
(c) Prior to execution of this Agreement by CITY, COLLECTION AGENCY
shall have provided evidence to CITY that COLLECTION AGENCY is licensed to perform the
services called for by this Agree ment (or that no license is required). If COLLECTION
AGENCY should subcontract all or any portion of th e work or services to be performed under
this Agreement, COLLECTION AGENCY shall require each subcontractor to provide
evidence to CITY that subcontractor is licensed to perform the services called for by this
Agreement (or that no license is required) before beginning work.
12. Nondiscrimination. To the extent required by controlling federal, state and local
law, COLLECTION AGENCY shall not employ disc riminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race, religious
creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran
of the Vietnam era. Subject to the foregoing and during the performance of this Agreement,
COLLECTION AGENCY agrees as follows:
(a) COLLECTION AGENCY will comply with all applicabl e laws and
regulations providing that no person shall, on the grounds of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era be excluded from participation in, be denied the bene fits of, or be subject to
discrimination under any program or activity made possible by or resulting from this
Agreement.
(b) COLLECTION AGENCY will not discriminate against any employee or
applicant for employment because of race, religious creed, colo r, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, sex, age, sexual
orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
COLLECTION AGENCY shall ensure that applicants are employed, and the employees are
treated during employment, without regard to their race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era.
Such requirement shall apply to COLLECTION AGENCY’S employment practices including,
but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment
or recruitment advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training, including apprenticeship. COLLECTION AGENCY agrees to post
in conspicuous places, available to employees and applicants for employment, notices setting
forth the provision of this nondiscrimination clause.
(c) COLLECTION AGENCY will, in all solicitations or advertisements for
employees placed by or on behalf of COLLECTION AGENCY in pursuit hereof, state that all
qualified applicants will receive consideration for employment without regard to race, religious
creed, color, national origin, ancestry, physical disability, mental disability, medical co ndition,
marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or ve teran
of the Vietnam era.
(d) COLLECTION AGENCY will send to each labor union or representative
of workers with which it has a collective bargaining agree ment or other contract or
understanding, a notice advising such labor union or workers' representat ives of
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 8
COLLECTION AGENCY’S commitment under this section and shall post copies of the notice
in conspicuous places available to employees and applicants for employment.
(e) If COLLECTION AGENCY should subcontract all or any portion of the
services to be performed under this Agreement, COLLECTION AGENCY shall cause each
subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, COLLECTION
AGENCY is acting solely as an independent contractor. Neither COLLECTION AGENCY,
nor any of its officers, agents or employees shall be deemed an officer, agent, employee,
joint venturer, partner or associate of CITY for any purpose. CITY shall have no right to
control or supervise or direct the manner or method by which COLLECTION AGENCY shall
perform its work and functions. However, CITY shall retain the right to adminis ter this
Agreement so as to verify that COLLECTION AGENCY is performing its obligations in
accordance with the terms and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture
between COLLECTION AGENCY and CITY. COLLECTI ON AGENCY shall have no
authority to bind CITY absent CITY’S express written consent. Except t o the extent
otherwise provided in this Agreement, COLLECTION AGENCY shall bear its own costs and
expenses in pursuit thereof.
(c) Because of its status as an independent contractor, COLLECTION
AGENCY and its officers, agents and employees shall have ab solutely no right to
employment rights and benefits available to CITY employees. COLLECTION AGENCY shall
be solely liable and responsible for all payroll and tax withholding and for providing to, or on
behalf of, its employees all employee benefits including, without limitation, health, welfare and
retirement benefits. In addition, together with its other obligations under this Agreement,
COLLECTION AGENCY shall be solely responsible, indemnify, defend and save CITY
harmless from all matters relating to e mployment and tax withholding for and payment of
COLLECTION AGENCY'S employees, including, without limitation, (i) compliance with Social
Security and unemployment insurance withholding, payment of workers’ compensation
benefits, and all other laws and regulations governing matters of employee withholding,
taxes and payment; and (ii) any claim of right or interest in CITY employment benefits,
entitlements, programs and/or funds offered employees of CITY whether arising by reason of
any common law, de facto, leased, or co-employee rights or other theory. It is acknowledged
that during the term of this Agreement, COLLECTION AGENCY may be providing services to
others unrelated to CITY or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under the
terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered
personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by
United States registered or certified mail, with postage prepaid, return receipt requested,
addressed to the party to which notice is to be given at the party's address set forth on the
signature page of this Agreement or at such other address as the parties may from time to
time designate by written notice. Notices served by United States mail in the manner above
described shall be deemed sufficiently served or given at the time of the mailing the reof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all
parties, it shall be binding upon, and shall inure to the benefit of, all parties, and each parties'
respective heirs, successors, assigns, transferees, agents, servant s, employees and
representatives.
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 9
16. Assignment.
(a) This Agreement is personal to COLLECTION AGENCY and there shall
be no assignment by COLLECTION AGENCY of its rights or obligations under this
Agreement without the prior written approval of the City Manager or his/her designee. Any
attempted assignment by COLLECTION AGENCY, its successors or assigns, shall be null
and void unless approved in writing by the City Manager or his/her designee.
(b) COLLECTION AGENCY hereby agrees not to assign the pay ment of any
monies due COLLECTION AGENCY from CITY under the terms of this Agreement to an y
other i ndividual(s), corporation(s) or entity(ies). CITY retains the right to pay any and all
monies due COLLECTION AGENCY directly to COLLECTION AGENCY.
17. Compliance With Law. In providing the services required under this Agreement,
COLLECTION AGENCY shall at all times comply with all applicable laws of the United
States, the State of California and CITY, and with all applicable regulations promulgated by
federal, state, regional, or local administrative and regulatory agencies, now in force and as
they may be enacted, issued, or amended during the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of
this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach
of either the same or a different provision of this Agreement. No provisions of this Agreement
may be waived unless in writing and signed by all parties to this Agreement. Waiver of any
one provision herein shall not be deemed to be a waiver of any other provision herein.
19. Governing Law and Venue. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Californi a, excluding,
however, any conflict of laws rule which would apply the law of another j urisdiction. Venue
for purposes of the filing of any action regarding the enforcement or interpretation of this
Agreement and any rights and duties hereunder shall be F resno County, California.
20. Headings. The section headings in this Agreement are f or convenience and
reference only and shall not be construed or held in any way to explain, modify or add to the
interpretation or meaning of the provisions of this Agree ment.
21. Severability. The provisions of this Agreement are severable. The inval idity, or
unenforceability of any one provision in this Agreement shall not affect the other provisions.
22. Interpretation. The parties acknowledge that this Agreement i n its final form is
the result of the combined efforts of the parties and that, sho uld any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by
construing this Agreement in favor of or against either part y, but rather by construing the
terms in accordance with their generally accepted meaning.
23. Attorney's Fees. If either party is required to commence any proceeding or
legal action to enforce or interpret any term, covenant or condition of this Agreeme nt, the
prevailing party in such proceeding or action shall be entitled to recover from the other party
its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any Exhibit or Attachment hereto, the terms and conditions of the body of this
Agreement shall control and take precedence over the terms and conditions expressed within
the Exhibit or Attachment. Furthermore, any terms or conditions contained within any Exhibit
or Attachment hereto which purport to modify the allocation of risk between the parties,
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 10
provided for within the body of this Agreement, shall be null and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at law or in
equity.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations
defined within this Agreement are intended for the specific parties hereto as identified in the
preamble of this Agreement. Notwithstanding anything stated to the contrary in this
Agreement, it is not intended that any rights or interests in this Agreement benefit or flow to
the interest of any third parties.
28. Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement re presents the entire and
integrated agreement between the parties with respect to the subject matter hereof and
supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be modified only by written instrument duly authorized and executed by both
CITY and COLLECTION AGENCY.
[SIGNATURE PAGE TO FOLLOW]
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 11
IN W ITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, the day and year first above written.
CITY OF FRESNO,
a California municipal corporation
By:
Melissa Perales,
Purchasing Manager
APPROVED AS TO FORM:
DOUGLAS T. SLOAN
City Attorney
By: Date
Kristi Costa
Deputy City Attorney
ATTEST:
YVONNE SPENCE, MMC CRM
City Clerk
By:
Deputy
Addresses:
CITY:
City of Fresno
Attention: Panhia Moua,
Purchasing Supervisor
2600 Fresno St. Room 2156
Fresno, CA 93721
Phone: (559) 621-1153
FAX: (559) 457-1303
RSI ENTERPRISES, INC.
By:
Name: Lynne Wisehart
Title: President & COO
(if corporation or LLC, Board
Chair, Pres. or Vice Pres.)
By:
Name: Christian Ulrich
Title: Corporate Secretary / CEO
(if corporation or LLC, CFO,
Treasurer, Secretary or Assistant
Secretary)
Any Applicable Professional License:
Number:
Name:
Date of Issuance:
COLLECTION AGENCY:
RSI Enterprises, Inc.
Attention: Lynne Wisehart,
President & COO
5440 W. Northern Avenue
Glendale, AZ 85301
Phone: (888) 854-4904
Fax: (602) 627-2116
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B – Insurance
Requirements
3. Exhibit C - Conflict of Interest
Disclosure Form
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
1/22/2021
ALL-B Generic Not to Exceed (04-02-14) PAGE 12
EXHIBIT A
SCOPE OF SERVICES
Collection Agency Service Agreement between City of Fresno (City)
and RSI Enterprises, Inc. (Collection Agency)
COLLECTION AGENCY SERVICES FOR VARIOUS CITY DEPARTMENTS
General
1. Provide collection servi ces for unpaid and delinquent accounts receivables for the
following:
Business taxes
Utilities billing
Airport activity and fixed rent
False alarms, fire inspections, permits and cost recovery
Non-sufficient fund returned checks for various departments
Illegal fireworks citations
Other accounts as assigned
2. Accounts may consist of multiple charges for a variety of services per formed or
assessments made.
3. Assignable accounts will be retained by the City for a period of 30 days to 6 months
depending on the type of account. If the City’s collection efforts are not successful, the
accounts will be assigned to Collection Agency. As signable accounts for “pre-
collection” will be agreed upon by the City and the Collection Agency.
4. Internet or Web Access is the preferable method for account assignment and account
status inquiry.
5. Collection Agency shall not have full rights to the acc ounts. All information provided to
the Collection Agency shall be used solely for the purpose of collection and may not
be provided to any outside agency, business or person without the written consent of
the City.
6. Collection Agency will provide an acknowledgement of accounts placed with the
Collection Agency within five (5) days of receipt from the City.
7. City shall provide electronic copies of documentation as required by the Collection
Agency to respond to debtor’s requests. City will make every effor t to provide all
pertinent information to the Collection Agency.
8. No litigation or compromised settlements of assigned accounts s hall be made by
Collection Agency without express written consent of the City.
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 13
9. The Collection Agency shall maintain an active City of Fresno Business License
throughout the term of the contract. If the successful bidder does not have a City of
Fresno Business License, one shall be obtained prior to the issuance of a Notice to
Proceed for Work.
10. The Collection Agency shall desi gnate a manager for the City’s account, who will be
the City’s primary contact at the Collection Agency.
Reports and Inquiry
11. Collection Agency shall submit written status reports on all accounts on a monthly
basis by type of receivable or provide on -line reports to download. Reported data
should provide a summary and detail aging report with information for each account
including: original balance, current balance, money received, charges waived, status
notes, interest charged, and date of last payment. A financial summary will also be
required showing “period to date” and “year to date” totals for pertinent information
such as: Receipts, net accounts receivable, total accounts receivable and collection
percentage.
12. A year-end report as of June 30th, should be provided annually to include a detailed
listing of all accounts by type; detailed listing of all accounts closed in the pa st year by
type; detail of all activity by account in past year by type; summary of all the above
reports.
13. The City requires on-line access to all collection activity notes on all collectible
accounts.
Collection Activities
14. Collection Agency shall conduct skip tracing and asset searches on delinquent
accounts.
15. Collection Agency must have the ability to report uncollected ac counts to the major
credit bureaus. At the time that the account is assigned for collection, the City will
advise the Collection Agency if credit bureau reporting is prohibited for that account.
All reporting shall be in accordance will all applicable Federal, State laws including, but
not limited to the Fair Debt Collection Practices Act, Federal Equal Credit Opportunity
Act, Regulations and the Consumer Credit Protection Act.
16. At the request of the City, the Collection Agency shall remove an account noti fication
from all affected bureaus and provide a copy of that notification from all affected
bureaus to the City. The City requi res that accounts be cancelled from each credit
bureau upon request of the City.
17. The City is customer service oriented and fi rmly believes in a positive approach in
dealing with debtors. The Collection Agency shall not use tactics that may be
interpreted as harassment or as demeaning or that may reflect poorly on the City’s
efforts.
18. The City requires the Collection Agency to e xercise high ethical standards in their
collection philosophy and techniques. The Collection Agency shall conduct its
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 14
collection business in a professional manner, which will preserve the dignity of the City
and its relationship with its citizens.
19. The Ci ty will provide guidance on the conduct of the collection service as it will reflect
on the City’s policies and reputation.
20. If in the discretion of the City, it is deemed that the Collection Agency has acted in an
improper, unethical or illegal mann er the City may require that all accounts be returned
to the City immediately.
21. The Collection Agency shall meet annually with t he City to discuss all services and
discuss prior year’s results.
22. The City requires that accounts which are collected by the a gency within 15 days of
receipt from the City will be returned directly to the City at 100%.
23. The City may recall an account or reduce/amend the amount due on any case at any
time. Recalled accounts will not be subject to collection fees. Collection fees for
reduced/amended accounts will be based upon the reduced/amended balance.
24. The City adds a collection fee to some accounts s ent to collections and may request
the Collection Agency to also charge for delinquent fees once sent to the Collection
Agency as allowed by City ordinance.
25. The Collection Agency shall remit to the City all monies collected, less collection fees,
with a report including account name, account number, City Department, amount
collected and amount of collection fees. A separate bill will be issued for collection
fees on accounts paid directly to the City.
26. The City will notify the Collection Agency whenever payment is received at the City for
an account that has been placed with the Collection Agency. If a collection fee is due,
the Collection agency will bill the City for collection fees due and will not net payments
from other accounts.
Uncollectible Accounts
27. The Collection Agency shall report annually on June 30 th to the City all accounts
deemed by it to be uncollectible by J uly 15th, along with reasons why the account is
uncollectable. For all accounts deemed uncollectible, the City is asking that the
collection agency provide a record of the agency's collection efforts.
28. The City will rely on the advice of the collection age ncy to determine if an account is
uncollectible. If the agency has determined that the account is uncollectible and that
there are no further options for collection, then the City will, on a case by case basis,
ask that the account be returned to the City.
Training
29. The Collection Agency may be asked to periodically provide training to the City and
other department staff at no cost. The Collection Agency should also provide
recommendations on how the City can reduce future bad debt. The Collection Agen cy
should consider providing updates to the City on changes in state and national laws
related to credit and collections including any Agency newsletters, if available.
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 15
Extended Business Office (EBO) (pre-collection) Services
30. Collection Agency shall make contacts with delinquent accounts under the name of the
Collection Agency. The Collection Agency shall make contacts for assig ned “pre-
collection” accounts under the name of the City and maintain independent contract
status.
31. The Collection Agency shall designate a manager for the City’s account, who will be
the City’s primary contact at the Collection Agency.
32. The Collection Agency shall be solely responsible for any costs whatsoever incurred
for “pre-collections” and collections on accounts referred t o it for “pre-collection” and/or
collection, including, but not limited to all costs, fees and charges for litigation involved
wi th collection activities, except for the per account or percentage of collected debt
agreed upon in the contract.
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 16
Exhibit B
INSURANCE REQUIREMENTS
Collection Agency Service Agreement between City of Fresno (CITY)
and FINANCAL CREDIT NETWORK, INC. (COLLECTION AGENCY)
COLLECTION AGENCY SERVICES FOR VARIOUS CITY DEPARTMENTS
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General
Liability Coverage Form CG 00 01, providing liability coverage arising out of your business
operations. The Commercial General Liability policy shall be written on an occurrence form
and shall provide coverage for “bodily injury,” “property damage” and “personal and
advertising injury” with coverage for premises and operations (including the use of owned and
non-owned equipment), products and completed op erations, and contractual liability
(including, without limitation, indemnity obligations under the Agreement) with limits of liabilit y
not less than those set forth under “Minimum Limits of Insurance.”
2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01,
providing liability coverage arising out of the ownership, maintenance or use of automobiles
in the course of your business operations. The Automobile Policy shall be written on an
occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles
or other licensed vehicles (Code 1- Any Auto). If personal automobile coverage is used, the
CITY, its officers, officials, employees, agents and volunteers are to be listed as additional
insureds.
3. Workers’ Compensation insurance as required by the State of California and
Employer’s Liability Insurance.
4. Professional Liability (Errors and Omissions) and Cyber Liability (Privacy and Data
breach) insurance appropriate to CONSULTANT’S profession.
MINIMUM LIMITS OF INSURANCE
CONSULTANT, or any party the CONSULTANT subcontracts with, shall maintain limits of
liability of not less than those set forth below. However, insurance limits available to CITY, its
officers, officials, employees, agents and volunteers a s additional insureds, shall be the
greater of the minimum limits specified herein or the full limit of any insurance proceeds
available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property d amage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operation s; and,
(iv) $2,000,000 general aggregate applying separately to the work performed under the
Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 17
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS’ COMPENSATION INSURANCE as required by the State of California
with statutory limits.
4. EMPLOYER’S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
6. CYBER LIABILITY insurance with limits of not less than:
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate
UMBRELLA OR EXCESS INSURANCE
In the event CONSULTANT purchases an Umbrella or Excess insurance policy(ies) to meet
the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no
less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess
insurance policy(ies) shall also apply on a primary and non -contributory basis for the benefit
of the CITY, its officers, officials, employees, agents and volunteers.
DEDUCTIBLES AND SELF-INSURED RETENTIONS
CONSULTANT shall be responsible for p ayment of any deductibles contained in any
insurance policy(ies) required herein and CONSULTANT shall also be re sponsible for
payment of any self-insured retentions. Any deductibles or self-insured retentions must be
declared to on the Certificate of Insu rance, and approved by, the CITY’S Risk Manager or
his/her designee. At the option of the CITY’S Risk Manager o r his/her designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured retentions as
respects CITY, its officers, officials, employees, agents and volunteers; or
(ii) CONSULTANT shall provide a financial guarantee, satisf actory to CITY’S Risk
Manager or his/her designee, guaranteeing payment of losses and related investigations,
claim administration and defense e xpenses. At no time shall CITY be responsible for the
payment of any deductibles or self-insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be
endorsed to contain, the following provisions:
1. CITY, its officers, officials, employees, agents and volunteers are to be c overed as
additional insureds. CONSULTANT shall establish additional insured status for the City and
for all ongoing operations by use of ISO Form CG 20 10 11 85 or CG 20 10 10 01 or by an
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 18
executed manuscript insurance company endorsement providing additio nal insured status as
broad as that contained in ISO Form CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of pr otection afforded to
CITY, its officers, officials, employees, agents and volunteers. Any available insurance
proceeds in excess of the specified minimum limits and coverage shall be available to the
Additional Insured.
3. For any claims relating to this Agreement, CONSULTANT’S insurance coverage shall
be primary insurance with respect to the CITY, its officers, officials, employees, agents and
volunteers. Any insurance or self-insurance maintained by the CITY, its officers, officials,
employees, agents and volunteers shall be excess of CONSULTANT’S insurance and shall
not contribute with it. CONSULTANT shall establish primary and non-contributory status by
using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company
endorsement that provides primary and non contributory status as broad as that contained in
ISO Form CG 20 01 04 13.
The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the
following provision: CONSULTANT and its insurer shall waive any right of subrogation
against CITY, its officers, officials, employees, agents and volunteers.
The Cyber Liability insurance shall cover claims involving privacy violations, information theft,
damage to or destruction of electronic information, intentional and/or unintentional release of
private information (including credit monitoring costs), alteration of electronic information,
extortion and network security. Such coverage is required for claims involving any
professional services for which Consultant is eng aged with the City for such length of time as
necessary to cover any and all claims
If the Professional (Errors and Omissions) and Cyber Liability insurance policy(ies) is written
on a claims-made form:
1. The retroactive date must be shown, and must be before the effective date of the
Agreement or the commencement of work by CONSULTANT.
2. Insurance must be maintained and evidence of insurance must be provided for at least
five (5) years after completion of the Agreement work or termination of the Agree ment,
whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less
than a five (5) year discovery period.
3. If coverage is canceled or non-renewed, and not replaced with another claims -made
policy form with a retroactive date prior to the effective date of the Agreement or the
commencement of work by CONSULTANT, CONSULTANT must purchase “extended
reporting” coverage for a minimum of five (5) years completion of the Agreement work or
termination of the Agreement, which ever occurs first.
4. A copy of the claims reporting requirements must be submitted to CITY for review.
5. These requirements shall survive expiration or termination of the Agreement.
All policies of insurance required herein shall be endorsed to provid e that the coverage shall
not be cancelled, non-renewed, reduced in coverage or in limits except after thirt y (30)
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
ALL-B Generic Not to Exceed (04-02-14) PAGE 19
calendar days written notice by certified mail, return receipt requested, has been given to
CITY. CONSULTANT is also responsible for providi ng written notice to the CITY under the
same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of
cancellation, non-renewal, or reduction in coverage or in limits, CONSULTANT shall furnish
CITY with a new certificate and applicable endorsements for such policy(ies). In the event
any policy is due to expire during the work to be p erformed for CITY, CONSULTANT shall
provide a new certificate, and applicable endorsements, evidencing renewal of such policy
not less than fifteen (15) calendar days prior to the expiration date of the expiring policy.
Should any of these policies provid e that the defense costs are paid within the Limits of
Liability, thereby reducing the available limits by defense costs, then the requirement for t he
Limits of Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by CONSULTANT shall not be deemed to release or
diminish the liability of CONSULTANT, including, without limitation, liability under the
indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the
amount of indemni fication to be provided by CONSULTANT. Approval or purchase of any
insurance contracts or policies shall in no way relieve from liability nor limit the liability of
CONSULTANT, its principals, officers, agents, employees, persons under the supervision of
CONSULTANT, vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or
anyone employed directly or indirectly by any of them.
VERIFICATION OF COVERAGE
CONSULTANT shall furnish CITY with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements are to
be received and approved by the CITY’S Risk Manager or hi s/her designee prior to CITY’S
execution of the Agreement and before work commences. All non-ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or broker.
Upon request of CITY, CONSULTANT shall immediately furnish City with a complete copy of
any insurance policy required under this Agreement, including all endorsements, with said
copy certified by the underwriter to be a true and correct copy of the original policy. This
requirement shall survive expiration or termination of this Agreement.
SUBCONTRACTORS - If CONTRACTOR subcontracts any or all of the services to be
performed under this Agreement, CONTRACTOR shall require, at the discretion of the CITY
Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with the
City to provide required indemnification and insurance protection. Any r equired Side
Agreement(s) and associated insurance documents for the subcontractor must be reviewed
and preapproved by CITY Risk Manager or designee. If no Side Agreement is required,
CONTRACTOR will be solely responsible for ensuring that it’s subcontra ctors maintain
insurance coverage at levels no less than those required by applicable law and is customary
in the relevant industry.
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336
DocuSign Envelope ID: 84D8EB0A-BF49-4252-9AD4-C2445D656336