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Home My WebLink About2011-144RESOLUTION NO. 2011-144 1 2 3 4 5 6 7 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO INTERMEDIX/ADVANCED DATA PROCESSING, INC. TO PROVIDE BILLING SERVICES FOR FIRST RESPONDER, PARAMEDIC, AND MEMBERSHIP PROGRAM FEES. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. Intermedix/Advanced Data Processing, Inc., is the best responsible bidder to provide billing services for first responder, paramedic, and membership program fees, in accordance with Bid Specification #F-11-15; SECTION 2. The City Manager is hereby authorized and directed to execute on behalf it 12 13 of City a Services Agreement with Intermedix/Advanced Data Processing, Inc., a copy of which is attached hereto, marked Exhibit "A" and incorporated herein by reference as though fully set forth at length; SECTION 3. Said agreement will be for EMS billing collection services for the period 1 181 of July 1, 2011 through December 31, 2011; therefore, any action taken between July 1, 2011 and the date that the agreement is executed is hereby ratified. SECTION 4. The Purchasing Manager is authorized to issue an annual purchase order to Intermedix/Advanced Data Processing, Inc. The annual purchase order is for six months. All other bids are hereby rejected; SECTION 5. The Intermedix/Advanced Data Processing, Inc. Annual Purchase Order 21~ shall incorporate by reference this Resolution and Bid Specification #F-11-15 and shall be in an aniount equal to 25% of net revenue collected, as set forth in Exhibit `A." SECTION 6. The authorization to execute the above referenced Agreement and Annual Purchase Order is rescinded if the parties to the Agreement fail to execute it within sixty (60) days of the passage of this Resolution. //// //// 1 2 3 4 5 6 7 8 9 111 1 2011-144 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO INTERMEDIX/ADVANCED DATA PROCESSING, INC. TO PROVIDE BILLING SERVICES I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and joint Common Council of the City of San Bernardino at a regular meeting thereof, held on the 20th day of June , 2011, by the following vote, to wit: COUNCIL MEMBERS: AYES NAYS ABSTAIN ABSENT MARQUEZ x VACANT BRINKER x SHORETT x KELLEY x .TOHNSON x MCCAMMACK x 1 181 Rac el G. Clark, City Clerk City of San Bernardino The foregoing Resolution is hereby approved this ~3~ay of ,Tune , 2011. 21~ P ric J. Morris, Approved as to form: JAMES F. PENMAN, City Attorney .`_ '' By; ~ ,k !z 28 2 City of San Bernardino v 2011-144 Exhibit A SERVICES AGREEMENT CITY OF SAN BERNARDINO INTERMEDIX-ADPI THIS AGREEMENT is entered into this 1st day of July, 2011, between INTERMEDIX - Advanced Data Processing, Inc ("CONTRACTOR") and the CITY OF SAN BERNARDINO ("CITY)" WITNESSETH: A. WHEREAS, CITY has need for billing services for first responder, paramedic, and membership program fees and, B. WHEREAS, CONTRACTOR is competent, experienced and able to perform said services: and, C. WHEREAS, CONTRACTOR has provided the most advantageous and best responsible proposal for the providing of such services; NOW THEREFORE, the parties hereto agree as follows: 1. SCOPE OF SERVICES. For the remuneration set forth in Paragraph 2, below, CONTRACTOR shall furnish billing services for first responder, paramedic, and membership program fees in accordance with Proposal Specification #F-11-15, relevant portions of which are attached hereto and incorporated herein as Attachment 1. 2. COMPENSATION AND EXPENSES. a. CITY shall compensate CONTRACTOR for such services an amount equal to twenty-five percent (25%) of CONTRACTOR'S net collections, in accordance with and more specifically set forth in Attachement 1 and CONTRACTOR'S Cost Proposal, attached hereto and incorporated herein as Attachment 2. b. CONTRACTOR shall provide City of San Bernardino Fire Dept with a monthly invoice in arrears and shall be provided payment within thirty (30) days therefrom. CITY retains the right to challenge all or any part of an invoice. c. No other expenditures made by CONTRACTOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The initial term of this Agreement shall be six (6) months from the date first shown above. This Agreement may be terminated at any time by thirty (30) days' written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. SB Fire/Intermedix-ADPI Agreement FYs 2011/12 - 2012/13 1 2011-144 4. INDEMNITY. CONTRACTOR agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of CONTRACTOR, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, CONTRACTOR agrees to protect and defend at its own expense, including attorney's fees, the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. CONTRACTOR hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the CONTRACTOR relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, CONTRACTOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 days prior to any change in or termination of the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, CONTRACTOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 7. INDEPENDENT CONTRACTOR. CONTRACTOR shall perform work tasks provided by this Agreement, but for all intents and purposes CONTRACTOR shall be an independent contractor and not an agent or employee of the CITY. CONTRACTOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for CONTRACTOR and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. //// //// SB Fire/Intermedix-ADPI Agreement FYs 2011 / 12 - 2012/ 13 2 2011-144 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. CONTRACTOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of CONTRACTOR to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: Fire Chief Michael J. Conrad and EMS Coordinator Bernard Horak City of San Bernardino Fire Deparhnent 200 E. Third Street San Bernardino CA 92410 TO THE CONTRACTOR: Intermedix Corporation (ADPI~ 6451 North Federal Highway, Suite 1002 Fort Lauderdale, FL 33308 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. Attorneys' fees for the City Attorney and members of his office shall be calculated based on the mazket rate for compazable services. 11. ASSIGNMENT. CONTRACTOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the CONTRACTOR's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release CONTRACTOR of CONTRACTOR's obligation to perform all other obligations to be performed by CONTRACTOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. //// SB Fire/Intermedix-ADPI Agreement FYs 2011 / 12 - 2012/ 13 3 2011-144 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining tenns and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. REMEDIES; WAIVER. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement, including inconsistent provisions contained in Attachment 1. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first above shown. Date: Date: INTERMEDIX CORPORATION (ADPI) CITY OF SAN BERNARDINO By: By: SB Fite/Intermedix-ADPI Agreement FYs 2011/12 - 2012/13 Charles McNeely, City Manager Approved as to form: James F. Penman, City Attorney By: 4 2011-144 SERVICES AGREEMENT CITY OF SAN BERNARDINO INTERMEDIX-ADPI THIS AGREEMENT is entered into this 1st day of July, 201 1, between INTERMEDIX - Advanced Data Processing, Inc ("CONTRACTOR") and the CITY OF SAN BERNARDINO ("CITY)". WITNESSETH: A. WHEREAS, CITY has need for billing services for first responder, paramedic, and membership program fees and, B. WHEREAS, CONTRACTOR is competent, experienced and able to perform said services: and, C. WHEREAS, CONTRACTOR has provided the most advantageous and best responsible proposal for the providing of such services; NOW THEREFORE, the parties hereto agree as follows: _i 1. SCOPE OF SERVICES. For the remuneration set forth in Paragraph 2, below, CONTRACTOR shall furnish billing services far first responder, paramedic, and membership program fees in accordance with Proposal Specification #F-11-15, relevant portions of which are attached hereto and incorporated herein as Attachment 1. 2. COMPENSATION AND EXPENSES. a. CITY shall compensate CONTRACTOR for such services an amount equal to twenty-five percent (25%) of CONTRACTOR'S net collections, in accordance with and more specifically set forth in Attachement 1 and CONTRACTOR'S Cost Proposal, attached hereto and incorporated herein as Attachment 2. b. CONTRACTOR shall provide City of San Bernardino Fire Dept with a monthly invoice in arrears and shall be provided payment within thirty (30) days therefrom. CITY retains the right to challenge all or any part of an invoice. c. No other expenditures made by CONTRACTOR shall be reimbursed by CITY. 3. TERM; TERMINATION. The initial term of this Agreement shall be six (6) months from the date first shown above. This Agreement may be terminated at any time by thirty (30) days' written notice by either party. The terms of this Agreement shall remain in force unless mutually amended. SB Fire/Intermedix-ADPI Agreement EXHIBIT "A" FYs 2011/12 - 2012/13 2011-144 4. INDEMNITY. CONTRACTOR agrees to and shall indemnify and hold the City, its elected officials, employees, agents or representatives, free and harmless from all claims, actions, damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of CONTRACTOR, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the City, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, CONTRACTOR agrees to protect and defend at its own expense, including attorney's fees, the City, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. CONTRACTOR hereby waives any and all rights to any types of express or implied indemnity against the City, its elected officials, employees, agents or representatives, with respect to third party claims against the CONTRACTOR relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 5. INSURANCE. While not restricting or limiting the foregoing, during the term of this Agreement, CONTRACTOR shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY at least 30 days prior to any change in or termination of the policy. 6. NON-DISCRIMINATION. In the performance of this Agreement and in the hiring and recruitment of employees, CONTRACTOR shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law. 7. INDEPENDENT CONTRACTOR. CONTRACTOR shall perform work tasks provided by this Agreement, but for all intents and purposes CONTRACTOR shall be an independent contractor and not an agent or employee of the CITY. CONTRACTOR shall secure, at its expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for CONTRACTOR and its officers, agents, and employees, and all business license, if any are required, in connection with the services to be performed hereunder. //// //// SB Fire/Intermedix-ADPI Agreement FYs 2011/12 - 2012/13 2011-144 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. CONTRACTOR warrants that it possesses or shall obtain, and maintain a business registration certificate pursuant to Chapter 5 of the Municipal Code, and any other licenses, permits, qualifications, insurance and approval of whatever nature that are legally required of CONTRACTOR to practice its business or profession. 9. NOTICES. Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service, postage prepaid and addressed as follows: TO THE CITY: Fire Chief Michael J. Conrad and EMS Coordinator Bernard Horak City of San Bernardino Fire Department 200 E. Third Street San Bernardino CA 92410 TO THE CONTRACTOR: Intermedix Corporation (ADPI) 6451 North Federal Highway, Suite 1002 Fort Lauderdale, FL 33308 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. Attorneys' fees for the City Attorney and members of his office shall be calculated based on the market rate for comparable services. 11. ASSIGNMENT. CONTRACTOR shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of the CONTRACTOR'S interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY'S consent, no subletting or assignment shall release CONTRACTOR of CONTRACTOR's obligation to perform all other obligations to be performed by CONTRACTOR hereunder for the term of this Agreement. 12. VENUE. The parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated either in the State courts located in the County of San Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 13. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. //// SB Fire/Intermedix-ADPI Agreement FYs 2011/12 - 2012/13 3 2011-144 14. SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, representatives, successors, and assigns. 15. HEADINGS. The subject headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the construction or the interpretation of any of its provisions. 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect. 17. REMEDIES; WAIVER. All remedies available to either party for one or more breaches by the other party are and shall be deemed cumulative and may be exercised separately or concurrently without waiver of any other remedies. The failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches, unless such waiver shall be in writing and signed by the party against whom enforcement is sought. 18. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement and the understanding between the parties, and supersedes any prior agreements and understandings relating to the subject matter of this Agreement, including inconsistent provisions contained in Attachment 1. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date-f}irst above shown. Date: T `~ ~ Date: ~ Q 1NTERMEDIX CORPORATION (ADPI) ~~ Byrn i• ~~.Iy SB Fire/Intermedix-ADPI Agreement FYs 2011/12 - 2012/13 CITY OF S N BERNARDINO By: Charles McN ely, ity ager Approved as to form: James F. P~nman, City Atto, ey ~:-_ ~ ; r 4