2010-115 RES APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF PARIS FIRE DEPT AND REVENUE RESCUERESOLUTION NO. 2010-115
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT
BETWEEN THE CITY OF PARIS FIRE DEPARTMENT AND REVENUE
RESCUE, INC. FOR THE COLLECTION OF FEES AND COSTS FOR SERVICES
RENDERED AT VEHICLE FIRES, VEHICLE ACCIDENTS, HAZARDOUS
WASTE SPILLS AND RESCUE INCIDENTS; MAKING OTHER FINDINGS AND
PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, on November 22, 2010, the City Council of the City of Paris, Texas
approved Ordinance No. 2010- 044 enacting a new Article IV, Fire and Rescue Service
Fees, to Chapter 12 of the Code of Ordinances of the City of Paris providing for the
collection of fees and costs for services rendered at vehicle fires, vehicle accidents,
hazardous waste spills and rescue incidents; and,
WHEREAS, Revenue Rescue, Inc. is the nation's leading provider of billing and
collection services for fire departments and currently provides funding through incident
cost recovery for 700 fire departments in 16 states; and,
WHEREAS, the Fire Department recommends that the City Council authorize a
contract between the City of Paris and Revenue Rescue, Inc. for billing and collection
services related to fire department services rendered in vehicle fires, vehicle accidents,
hazardous waste spills and rescue incidents; and,
WHEREAS, the City Council hereby finds and determines that the Agreement for
Fire Billing and Related Services with Revenue Rescue, Inc. should be approved and the
City Manager be authorized and directed to negotiate and execute on behalf of the City of
Paris said Agreement in a form approved by the City Attorney, and attached hereto as
Exhibit A.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS, THAT:
Section 1. The findings set out in the preamble to this resolution are hereby in
all things approved.
Section 2. The Agreement between the City of Paris and Revenue Rescue, Inc. for
the collection of fees and costs for services rendered at vehicle fires, vehicle accidents,
hazardous waste spills and rescue incidents in the form attached hereto as Exhibit "A" be,
and the same is hereby approved and the City Manager of the City of Paris is hereby
authorized to execute said agreement and any and all other documents necessary.
Section 3. This resolution shall be effective immediately upon passage.
DULY PASSED AND APPROVED this 22nd day of IVovember, 2010.
Will Biard, Mayor
ATTEST:
ja ice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent Mc lyar, ~ity Attorney
AGREEMENT BETWEEN
City of Paris Fire Department
AND
Revenue Rescue, INC.
FOR FIRE BILLING AND RELATED SERVICES.
THIS AGREEMENT, hereinafter "AGREEMENT", made and entered into this day of
, by and between City of Paris Fire Department, with principal offices
located at Fire St. No. 1, 1444 North Main St. Paris, Texas 75460 hereinafter referred to as the
"PROVIDER", and Revenue Rescue, Inc., a Delaware Corporation with principal offices located
at 425 Round Rock West, suite 107, Round Rock, Texas 78681, hereinafter referred to as the
"CONTRACTOR".
WITNESSETH:
WHEREAS, the parties hereto now wish to enter into an agreement, pursuant to which
the CONTRACTOR will render those professional services in connection with said project as
hereinafter provided;
NOW THEREFORE, the parties hereto agree as follows:
1. DEFINITION OF PROJECT. During the term of this contract, CONTRACTOR shall be
exclusively responsible for the billing of all charges and fees relating to the services provided by
CONTRACTOR pursuant to Section 2- Billing of Accounts.
2. BILLING OF ACCOUNTS.
A. Definitions - When used in this Agreement, the following terms have the following
meaning:
"Accounts Receivable" - means unpaid bills for services rendered by PROVIDER for
fire suppression and rescue services related to motor vehicle fires, motor vehicle accidents,
hazardous waste spills, and rescue incidents.
"Electronic Incident Report Form" or "E.I.R.F." - means an electronic form, or in other
format acceptable to the CONTRACTOR, that the PROVIDER sends to the CONTRACTOR
with information about an Account Receivable owed to the PROVIDER.
B. Billing - The CONTRACTOR agrees to provide and maintain a billing office on behalf of the
PROVIDER for the purpose of collecting Accounts Receivable due the PROVIDER. Upon
request of the PROVIDER (which is agreed to mean upon receipt of each E.I.R.F. by the
CONTRACTOR), the CONTRACTOR will file Claim Forms with insurance companies or other
appropriate documentation with other individuals or entities, in the name of the PROVIDER, in
an attempt to facilitate payment of Accounts Receivables for services rendered by the
PROVIDER. The CONTRACTOR, in the name of the PROVIDER, may also mail statements,
telephone or otherwise contact the insurance company or claims adjuster for the responsible
party(s), to attempt to collect those Accounts Receivable owed to the PROVIDER by the
{00085608-1}Service Agreement EXHIBIT A Page 1 of 7
responsibie party(s). Provided, however, CONTRACTOR shall send no invoices and shall
make no attempt to collect or recover Accounts Receivable from residents of the City of Paris,
TX. All monetary compensation received by the CONTRACTOR, relating to E.I.R.F.
submissions, shall be received at a financial institution's Lock Box depository and deposited in
an escrow/trust type account at an FDIC insured institution (bank).
C. Information submissions - The CONTRACTOR will develop and provide a custom E.I.R.F.
and a paper run form to the PROVIDER at no cost. The PROVIDER will complete and submit to
the CONTRACTOR, in an electronic format on the E.I.R.F., all relevant information as indicated
on the E.I.R.F. or any information requested by the CONTRACTOR. Such information will be
immediately updated or provided to the CONTRACTOR when any additions or changes to that
information become available. All incomplete E.I.R.F. received by the CONTRACTOR will be
evaluated by the CONTRACTOR and, at its sole discretion, either acted upon or returned to the
PROVIDER for completion of the relevant information necessary for processing.
D. Correct Information - The CONTRACTOR will rely on the PROVIDER to submit accurate
and correct information relating to the services provided and the recipients of those services. To
the extent permitted by applicable law, the PROVIDER assumes all responsibility for inaccurate
or incomplete information or unfounded or unreasonable submissions provided to the
CONTRACTOR and shall indemnify the CONTRACTOR, in accordance with Section 7 hereof,
for the content of the inaccurate or incomqlete unfounded or unreasonable submissions
provided to the CONTRACTOR and any resulting effect, claim, liability, damage or legal action
resulting from such inaccurate or incomqlete information or unfounded or unreasonable
submissions. The PROVIDER will immediately update and correct any information as it
becomes available, that it has provided to the CONTRACTOR.
PROVIDER will provide CONTRACTOR with its approved billing policies and procedures
including fee schedules and collection protocols. PROVIDER will be responsible for engaging
any third party collection service for uncollectible accounts after CONTRACTOR has exhausted
its collection efforts.
E. Legal Action - Unless uncollected amounts result from an error or omission of
CONTRACTOR, CONTRACTOR shall have no liability or responsibility to the PROVIDER for
any amounts uncollected and in no event shall the CONTRACTOR be required to bring legal
action for the collection of any uncollected amounts. After ninety (90) days of unsuccessful
attempts to receive payment for an E.I.R.F. account, should the PROVIDER decide, in its sole
discretion and acting independently of the CONTRACTOR, that legal action is the proper course
of action to effect collection of an account, the CONTRACTOR may, upon written request of the
PROVIDER, provide any and all documentation to the PROVIDER's legal representative or
attorney with the understanding that any and all actions, costs, liabilities or damages associated
with such legal actions shall be the sole responsibility of the PROVIDER, and the PROVIDER
shall indemnify the CONTRACTOR, in accordance with Section 7 hereof, for any and all
actions, claims, causes, costs, effects, liabilities, loss, damages and/or injury associated with
the legal actions or other courses of action associated with this Section II (E).
F. Reporting and Payment - By the fifteenth of each month, the CONTRACTOR will provide a
month end close report to the PROVIDER that identifies all accounts known to be collected
during the prior month and to remit monies received, less fees, to the PROVIDER collected on
the PROVIDER's behalf during the reported period.
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G. Responsibility for Monies Owed - It is expressly understood by the PROVIDER that the
CONTRACTOR is in no way responsible for any monies or other valuable considerations owed
to the PROVIDER; i.) for services rendered to any recipient by the PROVIDER; ii.) that the
CONTRACTOR is unable to collect or negotiate to a lower amount and/or; iii.) deems not
collectable or retrievable. The PROVIDER further agrees that the CONTRACTOR may, at
the CONTRACTOR's sole discretion, negotiate on the PROVIDER's behalf, without
recourse to the CONTRACTOR by the PROVIDER, any settlement of the recipient's bill to
a lower amount that the CONTRACTOR deems collectable and reasonable.
H. Promptness of Submissions - The PROVIDER agrees to submit the E.I.R.F forms to the
CONTRACTOR in an expeditious and timely manner. It is understood by both parties that the
timely filing of a claim for reimbursement of services relating to an incident covered by insurance
or another entity or individual will stand a better chance of being paid if the claim is submitted in
a prompt and complete manner. To this end, both the PROVIDER and the CONTRACTOR shall
make every effort to expedite the flow of information and paperwork and shall institute
guidelines and training within their respective organizations to accomplish this task.
3. TIME OF PERFORMANCE. This agreement shall remain in effect for a term of one (1) year
from the date hereof (the "Initial Term") with the PROVIDER's option to renew for four (4)
additional 1 year terms (the "Renewal Term"). Said Agreement will automatically be renewed
unless Provider notifies Contractor in writing of intent to terminate no less than ten (10) days
prior to the one-year anniversary date. All terms and conditions hereof shall remain in full force
and effect during any Renewal Term.
4. COMPENSATION AND METHOD OF PAYMENT.
4.01 The PROVIDER reserves the right to request changes in the services within the general
scope of the AGREEMENT to be performed upon mutual agreement by the PROVIDER and
CONTRACTOR that shall specify the change ordered and the adjustment of time and
compensation required therefore.
4.02 Any services added to the scope of this AGREEMENT by a change order shall be
executed in compliance with all other applicable conditions of this AGREEMENT. No claim for
additional compensation or extension of time shall be recognized unless contained in the duly
executed change order.
4.03 The CONTRACTOR shall be paid by the PROVIDER a monthly amount representing
fees for the services provided computed as:
4.03(a) Twenty percent (20%) of all monies collected by CONTRACTOR
Contractor reserves the right to increase these fees if postage is increased by the United States
Postal Service, but only to cover additional postage costs.
5. DATA MANAGEMENT; DATA ENTRY; ADDITIONAL RECORDS ON WEB ACCESS
SYSTEM
5.01 Web Access System. CONTRACTOR may grant to PROVIDER electronic access to
all records on file regarding perFormance under this contract for PROVIDER including, but not
limited to billing records, and correspondence regarding accounts. It shall be the responsibility
of PROVIDER to provide its own necessary computer equipment, computer communication
{00085608-1}Service Agreement Page 3 of 7
equipment capable of connecting to the Internet and accessing CONTRACTOR's Internet
server (hereinafter referred to as "Web Access System").
5.02 Limitation of Access to Web Access System. In the event that web access is
provided by CONTRACTOR, access to data in the Web Access System regarding PROVIDER
shall be limited to the employees, representatives and agents of CONTRACTOR and the
authorized personnel of PROVIDER. CONTRACTOR shall use its best efforts to maintain the
security of the Web Access System, but shall not be responsible for negligence with respect to
password security related to PROVIDER's personnel or other breaches beyond
CONTRACTOR's reasonable control.
5.03 Statistical Reporting. Statistical and financial data reports will be available on the Web
Access System at all times that the Web Access System is available. The format and content of
the statistical data will be established and defined by CONTRACTOR and such reports may be
added, modified or deleted without prior notice to PROVIDER. Notwithstanding the foregoing,
PROVIDER may request specific, custom reports to be available to it at an additional charge to
be negotiated between CONTRACTOR and PROVIDER.
5.04 Acknowledgement with Respect to Reports. With respect to each report generated by
a Web Access System, PROVIDER acknowledges and agrees:
(a) Each report represents a"snapshot" of a moment in time, and, as such, the snapshot
may not be accurate with respect to financial results on the whole.
(b) The underlying data may be subject to correction from time-to-time, which may change
the results of the report or its interpretation.
(c) The data represented in the report represents only a limited portion of all data available
regarding the PROVIDER's business.
(d) PROVIDER thus further acknowledges and agrees that any particular report may not
accurately represent the PROVIDER's then-current or future financial condition.
6. INDEPENDENT CONTRACTORS. The CONTRACTOR is an independent contractor and
not an employee or agent of the PROVIDER with the following exception:
To the extent necessary to fulfill its billing and collection efforts under the
AGREEMENT, the CONTRACTOR is authorized to sign in an administrative
capacity for the PROVIDER the following types of standard forms and
correspondences only: probate filings; letters to payers or their representatives
verifying that an account is paid in full; forms verifying the tax-exempt status of
the PROVIDER; and insurance filings and related forms. The CONTRACTOR
has no authority to sign any document that imposes any additional liability on
the PROVIDER.
The CONTRACTOR shall retain full control over the employment, direction, compensation and
discharge of all persons assisting in the performance of service by CONTRACTOR. The
CONTRACTOR shall be fully responsible for all matters relating to payment of employees,
including compliance with Social Security, withholding tax and all other laws and regulations
governing such matters. The CONTRACTOR shall be responsible for its own acts and those of
its agents and employees during the term of this AGREEMENT.
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7. INDEMNIFICATION. To the extent permitted by appiicable law, the CONTRACTOR will
indemnify and hold harmless the PROVIDER its elected officials, officers and employees from
and against any and all loss, damage, liability, claims and/or injury resulting from all actions
performed by the CONTRACTOR, or its agents on the PROVIDER'S behalf, in connection with
this AGREEMENT. However, this indemnification shall not apply with respect to any legal
cause, action or resulting liability or losses resulting soley from the inaccurate or incomplete
information furnished to the CONTRACTOR by the PROVIDER nor shall it apply to any claims,
lawsuits or actions arising solely from the negligence of the PROVIDER.
8. INTELLECTUAL PROPERTY. PROVIDER agrees that the equipment, computer
hardware and software, billing and collection processing, and other related systems and
equipment are the property and trade secrets of CONTRACTOR, and that PROVIDER will not
release any information regarding such trade secrets to any third party without the prior written
consent of CONTRACTOR.
9. OWNERSHIP OF ACCOUNTS RECEIVABLE. All Accounts Receivable, less commissions
and charges owed to the CONTRACTOR under Section 4 hereof, shall be the property of the
PROVIDER and shall be returned, less any outstanding balances owed the CONTRACTOR by
the PROVIDER, within thirty (30) days of termination of this Agreement.
10. ATTACHMENTS. As part of this AGREEMENT, a signed Itemized Billing Cost Sheet is
attached to this document for the purpose of establishing and defining the itemized rates at
which the services of the PROVIDER are to be billed to recipients by the CONTRACTOR. The
rates indicated on the Itemized Billing Cost Sheet shall be constant and unchanged until a new
Itemized Billing Cost Sheet is signed and submitted by the PROVIDER and entered into the
CONTRACTOR's computer for future billings. No previous billing may be altered or changed to
reflect new billing rates submitted by the PROVIDER.
11. LICENSE AGREEMENT. The software used by the PROVIDER and the CONTRACTOR
is the property of the CONTRACTOR, and is protected by both United States Copyright Law
and International Treaty Provisions. The PROVIDER is granted a license to use this software
under the terms stated in this AGREEMENT. This is a license, not a sale agreement, between
the PROVIDER and the CONTRACTOR. The CONTRACTOR grants to the PROVIDER a non-
exclusive, non-transferable license to use the software for the term of this AGREEMENT. The
current and future versions of the software are the sole property of the CONTRACTOR.
12. TERMINATION. During the term of this AGREEMENT the PROVIDER or CONTRACTOR
may terminate this AGREEMENT either for convenience or for default after first giving to the
other party thirty (30) days written notice.
For cases of default, the CONTRACTOR shall be given opportunity to cure the default within the
allotted period following such written notice. For purposes of this section, the notice period
begins when the CONTRACTOR receives written notice from the PROVIDER.
13. UNCONTROLLABLE FORCES. Neither the PROVIDER nor CONTRACTOR shall be
considered to be in default of this AGREEMENT if delays in or failure of performance shall be
due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the
non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event
which results in the prevention or delay of performance by a party of its obligations under this
AGREEMENT and which is beyond the reasonable control of the non-performing party. It
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includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil
disturbance, sabotage, terrorism and governmental actions.
Neither party shall, however, be excused from performance if non-performance is due to
forces that are preventable, removable, or remediable nor which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
14. JURISDICTION, VENUE, and ATTORNEY'S FEES. All legal questions and disputes
regarding this AGREEMENT shall be determined in accordance with the laws of the state of
Texas. Any legal action by either party against the other concerning this AGREEMENT shall be
filed in Lamar County, Texas, which shall be deemed the only proper jurisdiction and venue for
the action. The prevailing party in any dispute arising from this AGREEMENT shall have its
reasonable attorneys' fees reimbursed by the non prevailing party.
15. REPRESENTATIONS. PROVIDER and CONTRACTOR agree that this AGREEMENT
constitutes a legal, valid and binding obligation for each party, enforceable against such party in
accordance with its terms (subject always to applicable bankruptcy, insolvency, receivership
and other similar laws relating to or affecting the enforcement of creditor's rights generally and
to general principles of equity). Further, CONTRACTOR and PROVIDER warrant and represent
to each other: that each (i) is duly formed and organized and validly existing under the laws of
the jurisdiction of its formation, (ii) is properly qualified to do business and is in good standing
under the laws of each jurisdiction in which it does business, (iii) has all necessary corporate or
similar power and authority to execute and deliver this Addendum and to consummate the
transaction contemplated hereby; and that this AGREEMENT, its execution and the fulfillment
and compliance with the terms and conditions hereof, do not violate or conflict with any
provision of or result in any breach of or default under any (i) organizational documents of each
party, (ii) law or judicial, award, or similar decree, or (iii) AGREEMENT, to which PROVIDER or
CONTRACTOR, for CONTRACTOR's representations and warranties, or PROVIDER, for
PROVIDER's representations and warranties, are bound.
16. EXPORT LAWS. PROVIDER shall comply with all the current export laws and
regulations of the U.S. Government and the government of the country in which PROVIDER
receives delivery of the Licensed Software which pertain to the Licensed Software.
17. ASSIGNMENT OF AGREEMENT. Except to a parent, subsidiary, or affiliate, the
CONTRACTOR shall not sell, transfer, assign or otherwise dispose of this AGREEMENT or any
part thereof or work provided therein, or of its right, title or interest therein, unless otherwise
provided in the AGREEMENT, without express prior written consent by the PROVIDER.
18. NOTICES. Any notice given or required to be given under this Addendum shall be in
writing and shall be addressed to the Parties hereto at the addresses set out below. Any such
notices shall be deemed to have been given (i) if mailed, then three (3) days following the date
such notice is placed in the United States mail in a postage paid wrapper, registered or certified
with return receipt requested, addressed to the appropriate Party at the address set forth above
for such Party, or to the last address provided in writing to the other Party by the addressee, or
(ii) if by any other method, when actually received. Either Party may change its address for the
purpose of this Addendum by notice in writing to the other Party in accordance herewith.
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To the PROVIDER:
Ronnie Grooms
City of Paris Fire Department
Fire Station No. 1
1444 North Main St.
Paris, Texas 75460
To the CONTRACTOR:
Brad Williams
Vice President Revenue Rescue/Intermedix, Inc.
6451 North Federal Highway, Suite 1002
Fort Lauderdale, Florida 33308
With a copv to:
City Manager
City of Paris
P. O. Box 9037
Paris, TX 75461-9037
19. SERVERABILITY. Should any part, term or provision of this AGREEMENT be by the
courts decided to be illegal or in conflict with any law of the state of Texas, the validity of the
remaining portions or provisions shall not be affected thereby.
20. ENTIRE AGREEMENT. This AGREEMENT contains the entire Agreement between the
parties. The CONTRACTOR represents that in entering into this AGREEMENT it has not relied
on any previous oral and/or implied representations, inducements or understandings of any kind
or nature.
IN WITNESS WHEREOF, the parties to this AGREEMENT have signed and delivered this
AGREEMENT on the day and year first above written.
CONTRACTOR:
REVENUE RESCUE/INTERMEDIX, INC.
A DELAWARE CORPORATION
By:
Doug Shamon, President & CEO
ATTEST:
(Corporate Seal)
PROVIDER:
CITY OF PARIS FIRE DEPARTMENT
By:
Kevin Carruth, City Manager
ATTEST:
Janice Ellis, City Clerk
(Seal)
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