HomeMy WebLinkAbout3671 RESOLUTION NO. 3671
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A
CONTRACT WITH SYSTEMS DESIGN
NORTHWEST, INC. FOR BILLING AND
COLLECTION OF FEES CHARGED FOR
AMBULANCE SERVICES
WHEREAS, the City of Auburn is engaged in various municipal functions,
and will soon be including basic life support ambulance services as one of those
functions; and
WHEREAS, in order to provide for such services, it is appropriate that the
City have a system in place to bill and collect for those services; and
WHEREAS, in order to provide for those services, the City has negotiated
a contract with System Designs Northwest, Inc. for such services, and the City
has determined that System Designs Northwest, Inc. is able and qualified to
provide the services necessary, at a cost that is acceptable to the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor and the City Clerk are authorized to execute
an agreement in substantial conformity with the Agreement attached hereto,
marked as Exhibit "A" and incorporated herein by this reference.
Section 2. That the Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. That this Resolution shall take effect and be in full force
upon passage and signatures hereon.
Resolution 3671
December 15, 2003
Page 1
Dated and Signed this
ATTEST:
CITY OF AUBURN
PETER B~. iEW~iS ~~__-
MAYOR
Danielle E. Daskam,
City Clerk
APPROVED AS TO FORM:
City Attorney
Resolution 3671
December 15, 2003
Page 2
EXHIBIT A, RESOLUTION NO. 3671
CITY OF AUBURN AGREEMENT
FOR CONSULTING SERVICES
, THIS AGREEMENT made and entered into on this r5 day of (Q~g4~4~- ,
200___~, by and between the City of Auburn, a municipal corp°ration of the S~t~ of Wash~'ngton,
hereinafter referred to as "City" and Systems Design Northwest, Inc., hereinafter referred to as
the "Consultant."
WITNESSETH'
WHEREAS, the City is engaged in or readying itself to be engaged in the project of
billing and collection of fees charged for ambulance transport services, and is in need of services
to bill and collect for those services; and,
WHEREAS, the City desires to retain the Consultant to provide those services in
connection with ambulance transport services; and,
WHEREAS, the Consultant is qualified and able to provide consulting services in
connection with the City's needs for the above-described project, and is willing and agreeable to
provide such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
Scope of Services.
The Consultant agrees to perform in a good and professional manner: Billing of medical
transport services; collection of fees generated from the billing; and timely depositing
fees collected in the City's designated bank account. The Consultant shall perform the
services as an independent contractor and shall not be deemed, by virtue of this
Agreement and the performance thereof, to have entered into any partnership, joint
venture, employment or other relationship with the City.
Additional Services.
From time to time hereafter, the parties hereto may agree to the performance by the
Consultant of additional services with respect to related work or projects. Any such
agreement(s) shall be set forth in writing and shall be executed by the respective parties
prior to the Consultant's performance of the services there under, except as may be
provided to the contrary in Section 3 of this Agreement. Upon proper completion and
execution of an addendum (agreement for additional services), such addendum shall be
incorporated into this Agreement and shall have the same force and effect as if the terms
of such addendum were a part of this Agreement as originally executed. The
performance of services pursuant to an addendum shall be subject to the terms and
conditions of this Agreement except where the addendum provides to the contrary, in
which case the terms and conditions of any such addendum shall control. In all other
respects, any addendum shall supplement and be construed in accordance with the terms
and conditions of this Agreement.
Page 1 of 7
3. Performance of Additional Services Prior to Execution of an Addendum.
o
o
o
The parties hereby agree that situations may arise in which services other than those
described in Section 1 are desired by the City and the time period for the completion of
such services makes the execution of addendum impractical prior to the commencement
of the Consultant's performance of the requested services. The Consultant hereby agrees
that it shall perform such services upon the oral request of an authorized representative of
the City pending execution of an addendum, at a rate of compensation to be agreed to in
connection therewith. The invoice procedure for any such additional services shall be as
described in Section 7 of this Agreement.
Consultant's Representations.
The Consultant hereby represents and warrants that he has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
services.
City's Responsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
Consultant:
a. Designate in writing a person to act as the City's representative with respect to the
services. The City's designee shall have complete authority to transmit
instructions, receive information, interpret and define the City's policies and
decisions with respect to the services.
b. Furnish the Consultant with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Examine and evaluate all studies, reports, memoranda, and other documents
prepared by the Consultant and render decisions regarding such documents in a
timely manner to prevent delay of the services.
Acceptable Standards.
The Consultant shall be responsible to provide, in connection with the services
contemplated in this Agreement, work product and services of a quality and professional
standard acceptable to the City.
Compensation.
As compensation for the Consultant's performance of the services provided for herein,
the City shall pay the Consultant $20 per transport fee billed, related postage and a one
time setup fee of $400. The Consultant shall submit to the City an invoice or statement
of the number of transports billed and related postage, and the City shall process the
invoice or statement in the next billing/claim cycle following receipt of the invoice or
statement, and shall remit payment to the Consultant thereafter in the normal course,
subject to any conditions or provisions in this Agreement or addendum.
o
Ownership and Use of Documents.
All documents, reports, memoranda, and any other materials created or otherwise
prepared by the Consultant as part of his performance of this Agreement (the "Work
Page 2 of 7
10.
11.
Products") shall be owned by and become the property of the City, and may be used by
the City for any purpose beneficial to the City.
Records Inspection and Audit.
All compensation payments shall be subject to the adjustments for any amounts found
upon audit or otherwise to have been improperly invoiced, and all records and books of
accounts pertaining to any work performed under this Agreement shall be subject to
inspection and audit by the City for a period of up to three (3) years from the final
payment for work performed under this Agreement.
Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Contract is in
effect, the Consultant agrees that, notwithstanding such dispute or conflict, the Consultant
shall continue to make a good faith effort to cooperate and continue work toward
successful completion of assigned duties and responsibilities.
Administration of Agreement.
This Agreement shall be administered by Roger A. Zegers on behalf of the Consultant,
and by the Mayor of the City, or designee, on behalf of the City. Any written notices
required by the terms of this Agreement shall be served on or mailed to the following
addresses:
City of Aubum
Auburn City Hall
25 West Main
Auburn, WA 98001-4998
(253) 931-3000
FAX (253) 931-3053
Consultant
Roger A. Zegers
Systems Design Northwest, Inc.
P.O. Box 3510
Silverdale, WA 98383
1-800-585-5242
12.
13.
Notices.
All notices or communications permitted or required to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered in person or
deposited in the United States mail, postage prepaid, for mailing by certified mail, return
receipt requested, and addressed, if to a party of this Agreement, to the address for the
party set forth above, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
Any party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to any other party, all pursuant to the procedure set forth in this
section of the Agreement.
Insurance.
The Consultant shall be responsible for maintaining, during the term of this Agreement
and at its sole cost and expense, the types of insurance coverages and in the amounts
described below. The Consultant shall furnish evidence, satisfactory to the City, of all
such policies. During the term hereof, the Consultant shall take out and maintain in full
force and effect the following insurance policies:
Page 3 of 7
14.
15.
16.
17.
ao
Comprehensive public liability insurance, including automobile and property damage,
insuring the City and the Consultant against loss or liability for damages for personal
injury, death or property damage arising out of or in connection with the performance
by the Consultant of its obligations hereunder, with minimum liability limits of
$1,000,000.00 combined single limit for personal injury, death or property damage in
any one occurrence.
c. Professional liability insurance with minimum liability limits of $1,000,000.
Indemnification.
The Consultant shall indemnify and hold harmless the City and its officers, agents and
employees, or any of them from any and all claims, actions, suits, liability, loss, costs,
expenses, and damages of any nature whatsoever, by any reason of or arising out of the
negligent act or omission of the Consultant, its officers, agents, employees, or any of
them relating to or arising out of the performance of this Agreement. If a final judgment
is rendered against the City, its officers, agents, employees and/or any of them, or jointly
against the City and the Consultant and their respective officers, agents and employees,
or any of them, the Consultant shall satisfy the same to the extent that such judgment was
due to the Consultant's negligent acts or omissions.
Assignment.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party hereto. No assignment or
transfer of any interest under this Agreement shall be deemed to release the assignor from
any liability or obligation under this Agreement, or to cause any such liability or
obligation to be reduced to a secondary liability or obligation.
Amendment, Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver by any party of any default of the other party shall not effect or
impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
Termination and Suspension.
The initial term of this agreement shall be January 1, 2004 through December 31, 2005.
This contract may be extended upon written mutual acceptance.
Either party may terminate this Agreement upon written notice to the other party if the
other party fails substantially to perform in accordance with the terms of this Agreement
through no fault of the party terminating the Agreement.
Page 4 of 7
18.
19.
20.
21.
22.
23.
24.
The City may terminate this Agreement upon not less than seven (7) days written notice
to the Consultant if the services provided for herein are no longer needed from the
Consultant.
If this Agreement is terminated through no fault of the Consultant, the Consultant shall be
compensated for services performed prior to termination in accordance with the rate of
compensation provided in Section 7 hereof.
Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive
benefit of the parties hereto and it does not create a contractual relationship with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
Costs to Prevailing Party.
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by the
interpreted in accordance with the laws of the State of Washington.
Captions, Headings and Titles.
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or sections to
which they apply. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Agreement shall not be affected by any
determination as to who is the drafter of this Agreement, this Agreement having been
drafted by mutual agreement of the parties.
Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this Agreement.
Entire Agreement.
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
Counterparts.
Page 5 of 7
This Agreement may be executed in multiple counterparts, each of which shall be one
and the same Agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
Peter B. Lewis, Mayor
Attest:
Danielle E. Daskam City Clerk
CONSULTANT
Name: ] ~'~~c'
Title: "~r ¢ st~'dr*-,,,-X
Name
Title:
A~ved as~~
~1B.'~eid,x City Att~me~
Page 6 of 7
Corporate
STATE OF WASHINGTON )
)
COUNTY OF /'~/'X~agS) )
ON.THIS /off/'~ day of
appeared ff0~ 2~~-- and
me ~own to be the
,200 4// , before me, personally
., to
and
of the Contractor, the party(ies) who executed - the corporation/company that executed the within and
foregoing instrument, and acknowledged said instrument to be his/her/their the free and voluntary act and
deed of said corporation/company, for the uses and purposes therein mentioned, and on oath stated that
they were authorized to execute said instrument.
GIVEN under my hand and official seal this //,~ 4~_ day O~2::~tJ~./t ,200
¥.
.- ~q~TJ~RY PU~3L-'~ in and for the State of
Washington, residing at ,o~'..~'0
My Commission Expires:
Page 7 of 7