Contract No. 10506 (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement"), entered into as of S119� · f � , 20JJ_ ("Execution Date"), by and between the City of Santa Monica ("City'� and Intercare Holdings Insurance Services, Inc. ("INTERCARE"), is made with reference to / the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. INTERCARE is qualified to do business, and is doing business, in the State of California. INTERCARE represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. The City and INTERCARE now desire to enter into an agreement for INTERCARE to provide professional services to the City.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates on August 31, 2020 unless sooner terminated in accordance with Section 14. The City may, in its sole discretion, extend the term of this Agreement for up to two (2) additional one (1) year periods (each an "Extension Term").
2. INTERCARE Services. INTERCARE will perform all of the services ("Services") described in Exhibit A, Request for Proposal, Exhibit B, INTERCARE's Proposal, Exhibit C, INTERCARE's Oral Presentation Proposal, and Exhibit D, Scope of Services. INTERCARE will complete the Services in accordance with Exhibit E, Budget.
3. City Services. The City agrees to:
3.1 Make available to INTERCARE any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by INTERCARE.
4. Compensation. The City will compensate INTER CARE for the Services performed in an amount not to exceed Nine Hundred Ninety-Three Thousand Fifty Three Dollars - 1 -
January 2017
($993,053), as set forth in Exhibit E. The total compensation for this agreement including any Extension Terms shall not exceed One Million, Six Hundred NinetyNine Thousand, Five Hundred Nine Dollars ($1,699,509).
5. Invoices. INTERCARE will invoice the City for the Services in accordance with Exhibit E and the City will pay any undisputed amount within 30 days of receipt.
6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
Big Blue Bus
1660 7
th Street
Santa Monica, California 90401-3324
Attention: Chief Administrative Officer
Re: Contract No. 10506
with a copy to:
Santa Monica City Attorney's Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 10506
6.2 All notices, demands, requests or approvals to INTERCARE:
INTER CARE
P.O. Box 5915
Orange, CA 92563 USA
Attention: Agnes Hoeberling, Chief Operating Officer
Re: Contract No. 10506
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
Neither the City nor its officers or employees will have any control over the conduct ofINTERCARE or any ofINTERCARE's agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. - 2 -
January 2017
Exhibit E
Budget
INTERCARE will be compensated in an amount not to exceed $1,699,509 as shown below:
Year 1 Year 2 Year 3 Year4 Year 5 Notes
Base Fee $272,225 $280,617 $289,260 $298,163 $307,333 1 Performance $7,500 $7,500 $7,500 $7,500 $7,500 2
Guarantee
Incentive $5,000 $5,000 $6,000 $7,500 $7,500 3
Program
MPN Fee $1,500 $1,545 $1,591 $1,639 $1,688
MMSEAFee $600 $618 $637 $656 $675 5
Database $4,575 $2,000 $2,122 $2,185 $2,251 6
Storage
Data Transfer $11,500 $5,250 $5,513 $5,788 $6,078 7
Contingency $25,000 $25,000 $25,000 $25,000 $25,000 8
Total $327,900 $327,530 $337,623 $348,431 $358,025
Grand Total $1,699,509
Notes
• 1 -Annual Base Fee: The annual base fee will be paid monthly in twelve equal installments.
• 2 -Annual Performance Guarantee: The City will compensate INTER CARE up to $7,500 per contract year, pursuant to terms established in Section 2 of Exhibit D, Scope of Work, for meeting its annual performance guarantee objectives. • 3 -Annual Incentive Program: The City will compensate INTERCARE up to the amounts established in the above chart per contract year, pursuant to the terms established in Section 3 of Exhibit D, Scope of Work, for meeting its "stretch" performance objectives.
• 4 -Annual Medical Provider Network (MPN) Access Fee: The City will compensate INTERCARE if it opts to participate in INTERCARE's MPN in