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2014-246� .' � . • � � � � AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS BY WAY OF AN INTERLOCAL AGREEMENT WITH THE CITY OF BRYAN UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE, FOR SUPPLEMENTAL PAYMENT RECOVERY SERVICES FOR THE CITY OF DENTON FIRE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5613- AWARDED TO MED3000 IN THE NOT-TO-EXCEED THREE (3) YEAR AMOUNT OF $250,000). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to purchase Supplemental Payment Recovery Services in a three (3) year not-to-exceed amount of $250,000 from MED3000 under competitive proposals received by the City of Bryan in accordance with a Cooperative Purchasing Program Participation Agreement under Section 271.102 of the Local Government Code which is on file in the office of the Purchasing Agent. SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5613 to the City Manager of the City of Denton, Texas, or his designee. SECTION 3. The City Manager, or his designee, is authorized to expend funds pursuant to the agreement for the purchase of various goods and services. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ��r�, �� day of �,� �� 2014. � � _____, ��P�� . e u . �:. n_._ CHRIS WATTS, MAYOR ATTEST: JENNIFER WAL"�E�S,, CITY SECRETARY : �'�['�'I��I� �L�T`C3 LEGAL FORM: ANITA URGESS, CTTY ATTORNEY � �.�` �` �'�°�, .�� .�, �X� BY: m ��e�_ .�,��.w�� ,� STATE OF TEXAS § COUNTY OF DENTON § ATTACHMENT A TO THE AGREEMENT BETWEEN CITY OF BRYAN AND MED3000 dated March 4. 2014 ("A�reement"� This attachment A("Attachment") amends the Agreement identified above including all Exhibits, Schedules, and Attachments thereto, and is made and entered into as of the 19th day of August, 2014 (`Bffective Date") , by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "CITY;" and MED3000, Inc., with its office at 3131 Newmark Newmark Dr., Suite 100, Miamisburg, OH 45342, hereinafter called "CONTRACTOR" each acting herein, by and through their duly authorized officials, officers and representatives. Unless otherwise expressly set forth in this Attachment, the terms and conditions set forth in this Attachment apply only to the CITY and CONTRACTOR with respect to the Services being provided by CONTRACTOR and to CITY shall have no impact on the terms of Services being provided by CONTRACTOR to the City of Bryan under the Agreement. To the extent that this Attachment conflicts with the Agreement, the terms and conditions of this Attachment shall control. Where not in conflict, all applicable terms and conditions set forth in the Agreement are incorporated herein. Add: Article 6.3 — Termination without Cause. Either party shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the CONTRACTOR shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The CITY shall pay the CONTRACTOR, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. Modify: Section 7.2 Warranties. MED3000 warrants it will perfortn all Services in accordance with reasonable industry practices. The provisions of this Agreement are intended to state all of the rights and responsibilities between MED3000 and Client, and they take the place of and supersede all warranties, express or implied whether of inerchantability, fitness or otherwise. With the exception of the above warranty, MED3000 makes and Client receives no warranty, express or implied. Modify: Section 7.4.3 Injunctive Relief. The parties agree that the breach, or threatened breach, of any provision of this Section 7.4 may cause irreparable harm without adequate remedy at law. Upon any such breach or threatened breach, a party will be entitled to seek injunctive relief to prevent the other party from commencing or continuing any action constituting such breach, without having to post a bond or other security and without having to prove the inadequacy of other available remedies. Nothing in this Section 7.4. 3 will limit any other remedy available to either party. Modify: Section 7.7. Limitation of Liability. Notwithstanding anything contrary in this Agreement, neither party shall be liable to the other, by reason of any representation or express or implied warranty, condition or other term or any duty at common or civil law, for any special, incidental, indirect, lost profits, consequential or punitive damages however caused and on any theory of liability arising out of or relating to this Agreement. In the event of any breach of this Agreement, however, the non-breaching party is entitled to recover expectation damages from the breaching party, which are defined as the amounts that non-breaching party would have received under the Agreement had the breaching party fully performed pursuant to the terms and conditions of this Agreement. It is further agreed that if a claim or liability should arise from the joint or concurring negligence of both parties hereto, it should be borne by them comparatively in accordance with the laws of the State of Texas. Neither this Section nor any other portion of this agreement shall be construed as, or shall create any, rights for any persons or entities who are not a party to this agreement. Modify Exhibit C— Business Associate Addendum (BAA) Section 5: Term and Termination Add 5.4 Termination without Cause. The Parties acknowledge that the Addendum shall terminate immediately upon the expiration or earlier termination of the Underlying Agreement. Either party shall have the right to terminate the Addendum, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice provided however that the Parties also terminate the Underlying Agreement simultaneously. Upon receipt of a notice of termination, the CONTRACTOR shall promptly cease all fiirther work pursuant to the Addendum, with such exceptions, if any, specified in the notice of termination. The CITY shall pay the CONTRACTOR, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. IN WITNESS WHEREOF, the parties hereto have executed this Attachment A to be executed by its duly authority CITY Manager, and the CONTRACTOR has �� :�Ki�t� this ��tG�c�f1��r:�t. through its duly authorized undersigned officer on this ,��'��'��°�" day of �' .�'r' �.�' � �:� � _„ �[3 �'f� . � CITY ,� I�� "�f��, �'. ��..� �° � .-� � �, ,� a � ��C��+C�� C. CAMPBELL, CITY MANAGER ATTEST: ANITA BURGESS, CITY AT'TURNEY BY: �t" � �_ V�' :�� . � ' l 111 ; �'' �� , , , / � . - �!I � 4 N = +� - *; I � � , F � WITNESS: f-.. `.� � , � ,,� �. �_ r BY: . ' � t t�.�f��:�{�-.�...�f'� . � �