Loading...
HomeMy WebLinkAboutIntermedixintermedix 'WWI= �r v� IMPORTANT, BID ENCLOSED Bid No. I1 -12 -01 Fleet Wide GPS and Management System OPENING DATE AND TIME: Wednesday, January 4, 2012 at 10:00 a.m. Submitted to the City of Sunny Isles Beach Sunny Isles Beach Government Center 18070 Collins Avenue, 4t" Floor Sunny Isles Beach, Florida 33160 Copyright O 2011 by Intermedix All Rights Reserved www.intermedix.com intermedix ORIGINAL �o v� IMPORTANT, BID ENCLOSED Bid No. 11 -12 -01 Fleet Wide GPS and Management System OPENING DATE AND TIME: Wednesday, January 4, 2012 at 10:00 a.m. Submitted to the City of Sunny Isles Beach Sunny Isles Beach Government Center 18070 Collins Avenue, 4th Floor Sunny Isles Beach, Florida 33160 Copyright O 2011 by Intermedix All Rights Reserved www.intermedix.com of suo h DELIVER TO: REQUEST FOR PROPOSAL City of Sunny Isles Beach SECTION 6 OPENING: 10:00 A.M. City Clerk BID SUBMITTAL FORMS 01/04/2012 18070 Collins Avenue Sunny Isles Beach, FL 33160 PLEASE QUOTE PRICES F.O.B. DESTINATION, LESS TAXES, DELIVERED IN CITY OF SUNNY ISLES BEACH, FLORIDA NOTE: City of Sunny Isles Beach is exempt from all taxes (Federal, State, and Local). Bid price should be less all taxes. Tax Exemption Certificate furnished upon request. Issued by: Purchasing Agent Date Issued: This Bid Submittal Consists of 12/05/2011 Pages 20 through 24 Sealed bids are subject to the Terms and Conditions of this Request for Proposal and the accompanying Bid Submittal. Such other contract provisions, specifications, drawings or other data as are attached or incorporated by reference in the Bid Submittal, will be received at the office of the City Clerk at the address shown above until the above stated time and date, and at that time, publicly opened for furnishing the supplies or services described in the accompanying Bid Submittal Requirement. RFP 11 -12 -01 Fleet Wide Remote Management System A Bid Deposit in the amount of 0% of the total amount of the bid shall accompany all bids A Performance Bond in the amount of 0% of the total amount of the bid will be required upon execution of the contract by the successful bidder and City of Sunny Isles Beach Procurement Agent: Firm Name: Marcanthony Tulloch Advanced Data Processing Inc., DBA Intermedix Corporation Commodity Code(s): RETURN ONE ORIGINAL AND TWO COPIES OF BID SUBMITTAL PAGES AND AFFIDAVITS FAILURE TO SIGN PAGE 24 OF SECTION 6 BID SUBMITTAL WILL RENDER YOUR BID NON- RESPONSIVE City of Sunny Isles Beach I Request for Proposal No. 11 -124 01 or suo P� Required One -time Cost The quantities listed are estimated and are subject to change without notice # Description Est. Qty Unit Price Total Price If Applicable) 1 REMOTE / Fleet Management Device (Hardware) 120 $ 1,050 $126,000 (Unit price shall include Hardware, Installation and Programming) Grand Total Lines 1: $ 126,000 Optional One -time (If there are any optional items that may be purchased at a one -ti City please list them below. You may attach additional sheets if # Description Est. Oty Unit Price Total Price If A licable 120 $ 200 $ 24,000 120 $ $ Required Annual Recuri # Description Est. 0 Unit Price Total Price If A licable 1 First Year Support & Maintenance Hardware (If Applicable) 2 First Year Support & Maintenance Software (If $ _____ $ _ Applicable) 3 Monitoring (If applicable) $ 480 $ 57,600 Grand Total Lines 1 -3: $ 57,600 Optional Annual Recurr (If there are any optional items that may be purchased that have an ing cost to the City please list them below. You may attach additional sh iry) # Description Est. Qty Unit Price Total Price If Applicable $ 72 $ 8,640 $ - - - -- $ -- -- City of Sunny Isles Beach I Request for Proposal No. 11 -12 -01 OF 9UO "4' Y SECTION 6 BID SUBMITTAL FOR: ACKNOWLEDGEMENT OF ADDENDA INSTRUCTIONS: COMPLETE PART I OR PART 11, WHICHEVER APPLIES PART I: LIST BELOW ARE THE DATES OF ISSUE FOR EACH ADDENDUM RECEIVED IN CONNECTION WITH THIS BID PART II: Addendum #1, Dated December 5, 2011 Addendum #2, Dated Addendum #3, Dated Addendum #4, Dated Addendum #5, Dated Addendum #6, Dated Addendum #7, Dated Addendum #8, Dated ❑ NO ADDENDUM WAS RECEIVED IN CONNECTION WITH THIS BID FIRM NAME: Advanced Data Processing, Inc. DBA Intermedix Corporation AUTHORIZED SIGN�TU DATE: January 3, 2012 TITLE OF OFFICER: Chief Operating Officer City of Sunny Isles Beach I Request for Proposal No. 11 -12 -01 ", orwoP" BID SUBMITTAL FORM Bid Title: Fleet Wide Remote Management System The undersigned Proposers proposes and agrees, if this Bid is accepted, to enter into an agreement with The City of Sunny Isles Beach in the form included in the Contract Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Contract Price and within the Contract Time indicated in this Bid and in accordance with the other terms and conditions of the Contract Documents. The Proposers accepts all of the terms and conditions of the Advertisement or Invitation to Bid and Instructions to Proposers, including without limitation those dealing with the disposition of Bid Security. This Bid will remain subject to acceptance for 90 days after the day of Bid opening. The Proposers agrees to sign and submit the Agreement with the Bonds and other documents required by the Bidding Requirements within ten days after the date of the City's Notice of Award. In submitting this Bid, the Proposer represents, as more fully set forth in the Agreement, that: • The Proposer has familiarized himself /herself with the nature and extent of the Contract Documents, Work, site, locality, and all local conditions and Law and Regulations that in any manner may affect cost, progress, performance, or furnishing of the Work. • The Proposer has studied carefully all reports and drawings of subsurface conditions and drawings of physical conditions. • The Proposer has given the City written notice of all conflicts, errors, discrepancies that it has discovered in the Contract Documents and the written resolution thereof by City is acceptable to the Proposer. • This Bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization, or corporation; the Proposer has not directly or indirectly induced or solicited any other Proposers to submit a false or sham Bid; the Proposer has not solicited or induced any person, firm or corporation to refrain from Bidding; and Proposer has not sought by collusion to obtain for itself any advantage over any other Proposers or over the City. The City and the successful Proposer will establish completion times for each individual Work Item and the successful Proposer agrees that the work will be completed within the time frames agreed upon and stipulated in the individual Purchase Orders and /or Notice to Proceed. City of Sunny Isles Beach I Request for Proposal No. 11 -12 -01 of wo r-", Firm Name: Advanced Data Processinq Inc., DBA Intermedix Corporation Street Address: 6451 N. Federal Highway, Suite 1000, Fort Lauderdale, FL 33308 Mailing Address (if different): Same as Street Address Telephone No. (954) 308 -8700 Fax No. (954) 308 -8725 Email Address: info @intermedix.com FEIN No. * "By signing this document the bidder agrees to all Terms Sig rint of authorized agent) me: Kenneth Cooke Title: Chief Operating Officer THE EXECUTION OF THIS FORM CONSTITUTES THE UNEQUIVOCAL OFFER OF PROPOSER TO BE BOUND BY THE TERMS OF ITS PROPOSAL. FAILURE TO SIGN THIS SOLICITATION WHERE INDICATED ABOVE BY AN AUTHORIZED REPRESENTATIVE SHALL RENDER THE PROPOSAL NON - RESPONSIVE. THE CITY MAY, HOWEVER, IN ITS SOLE DISCRETION, ACCEPT ANY PROPOSAL THAT INCLUDES AN EXECUTED DOCUMENT WHICH UNEQUIVOCALLY BINDS THE PROPOSER TO THE TERMS OF ITS OFFER. City of Sunny Isles Beach I Request for Proposal No. 11 -12 -01 i 0 N Y --� \\ v F LO?- P,r OF SUN City of Sunny Isles Beach I Request for Proposal No. 11 -12 -01 r� r9 J,(1 • � F l U'ft r CJ�� Or SUN ASV ty T�1Y +S�Fs O NON - COLLUSION AFFIDAVIT City of Sunny Isles Beach 18070 Collins Avenue F LOP`pF `r Sunny Isles Beach, FL 33160 o ' or sm" ` Telephone: (305) 947 -0606 Fax: (305) 949 -3113 STATE OF FLORIDA COUNTY OF Broward ) The undersigned being first duly sworn as provided by law, deposes, and says: This Affidavit is made with the knowledge and intent that it is to be filed with the City of Sunny Isles Beach City Commission and that it will be relied upon by said County, in any consideration which may give to and any action it may take with respect to this Bid. The undersigned is authorized to make this Affidavit on behalf of, Advanced Data Processing, Inc. DBA Intermedix Corporation (Name of Corporation, Partnership, Individual, etc.) a Corporation , formed under the laws of Delaware (Type of Business) (State) of which he is Chief Operating Officer (Sole Owner, Partner, President, etc.) Neither the undersigned nor any person, firm, or corporation named in above Paragraph 10.2, nor anyone else to the knowledge of the undersigned, have themselves solicited or employed anyone else to solicit favorable action for this Bid by the City, also that no head of any department or employee therein, or any officer of the City of Sunny Isles Beach, Florida is directly interested therein. This Bid is genuine and not collusive or a sham; the person, firm or corporation named above in Paragraph 10.2 has not colluded, conspired, connived or agreed directly or indirectly with any proposers or person, firm or corporation, to put in a sham Bid, or that such person, firm or corporation, shall refrain from Bidding, and has not in any manner, directly or indirectly, sought by agreement or collusion, or communication or conference with any person, firm or corporation, to fix the prices of said Bid or Bids of any other proposers; and all statements contained in the Bid or Bids described above true; and further; neither the undersigned, nor the person, firm or corporation named above in Paragraph 10.2, has directly or indirectly submitted said Bid or the contents thereof, or divulged information or data relative thereto, to any association or to any member or agent thereof. Chief Operating Officer E AFFIANT'S TITLE A 4enneth Cooke TAKEN, SWORN AND SUBSCRIBED TO BEFORE ME this 3rd day of January 200_. 12 Personally Known X or Produced Identification Type of identification N/A (Affix seal here) _ aot�`Y PLJ4 NNEKA NNOLIM e Notary Public - State of ]Florlda "� My Comm. Expires Apr Commission #► DD 97 NNW NNOLIM ;PWnted or ty d) DECEMBER 28, 2010 1 of 7 o S�rr N v IS �d f 4 rye Crtr Of SO' �tSO PUBLIC ENTITY CRIMES City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947 -0606 Fax: (305) 949 -3113 SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a) FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES PUBLIC ENTITY CLIMES Pursuant to the provisions of paragraph (2) (a) of Section 287.133, Florida State Statutes - "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public Work, may not submit Bids on leases of real property to a public entity, may not be awarded to perform Work as a Contractor, supplier, Sub - Contractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Sec. 287.017, FS for thirty six months from the date of being placed on the convicted vendor list ". THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 11.1. This sworn statement is submitted to City of Sunny Isles Beach by Kenneth Cooke [print individual's name and title) for Advanced Data Processing, Inc. DBA Intermedix Corporation tprint name of entity submitting sworn statement] whose business address is: 6451 N. Federal Highway, Suite 1000 Fort Lauderdale, FL 33308 and (if applicable) its Federal Employer Identification number (FEIN) is 22- 3875190 (If the entity had no.FEIN, include the Social Security Number of the individual signing this sworn statement: N/A ) 11.2. 1 understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any Bid or Contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 11.3. 1 understand that "convicted" or "conviction" as defined in Para. 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trail court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilty or nolo contendere. 11.4. 1 understand that an "affiliate" as defined in Para. 287.133(1)(a), Florida Statutes, means: a.) predecessor or successor of a person convicted of a public entity crime; or b.) Any entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executors, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair DECEMBER28, 2010 2 of 7 market value under an arm's length agreement, shall be a prime facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 11.5. 1 understand that a "person" as defined in Para. 287.133(1)(e), Florida Statutes, rneans any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding Contract and which Bids or applies to Bid on Contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "persons" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of any entity. 11.6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Indicate which statement applies.) X Neither the entity submitting this sworn statement, nor any of it's officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attach a copy of the final order.) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 11.1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY, CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. BY: f z ture Kenneth Cooke (Pr nted ame) Chief Operating Officer (Title) Sworn to and subscribed before me this 3rd day of January 20 12 by -� (AFFIX NO « -0,IIP HER WEKA NNOLIM g • _ ? Notary Public • State of Florida My Comm. Expires Apr 6, 2014 Signature: Notary Public -State of Florida oF Commission # DD 979636 1� �- �� Print or Type Commissioned Name Personally Known X OR Produced Identification Type of Identification Produced N/A 10/1998 3 of 7 J is,N s� 4 S/ O ?' 1 9 0 T � OF SUTI EQUAL OPPORTUNITY / AFFIRMATIVE ACTION City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947 -0606 Fax: (305) 949 -3113 EQUAL OPPORTUNITY /AFFIRMATIVE ACTION STATEMENT The contractors and all subcontractors hereby agree to a commitment to the principles and practices of equal opportunity in employment and to comply with the letter and spirit of federal, state, and local laws and regulations prohibiting discrimination based on race, color, religion, national region, sex, age, handicap, marital status, and political affiliation or belief. Sig Title: / Chief 0 Officer Kenneth Cooke Firm: Advanced Data Processing, Inc. DBA Intermedix Corporation Address: 6451 N. Federal Highway, Suite 1000 Fort Lauderdale, FL 33308 DECEMBER 28, 2010 4 of 7 SVNtyY IS�F �T �o Y of Sul- CONFLICT OF INTEREST City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947 -0606 Fax: (305) 949 -3113 CONFLICT OF INTEREST STATEMENT The award of any contract hereunder is subject to the provisions of Chapter 112, Florida State Statutes. Proposers must disclose with their Bids, the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of Sunny Isles Beach or its agencies. STATE OF FLORIDA COUNTY OF Broward BEFORE ME, the undersigned authority, personally appeared Kenneth Cooke deposes, and states: who was duly sworn, 18.1. 1 am the Chief Operating Officer of Intermedix Corporation with a local office in Fort Lauderdale and principal office in Fort Lauderdale, FL 18.2. The above named entity is submitting a Bid for the City of Sunny Isles Beach, Bid No. 11 -12 -01 described as: Landscape Maintenance Services. The Affiant has made diligent inquiry and provides the information contained in this Affidavit based upon his own knowledge. 18.3 The Affiant states that only one submittal for the above Bid is being submitted and that the above named entity has no financial interest in other entities submitting Bids for the same project. 18.4 Neither the Affiant nor the above named entity has directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraints of free competitive pricing in connection with the entity's submittal for the above Bid. This statement restricts the discussion of pricing data until the completion of negotiations if necessary and execution of the Contract for this project. 18.5 Neither the entity nor its affiliates, nor any one associated with them, is presently suspended or otherwise ineligible from participation in contract letting by any local, State, or Federal Agency. 18.6 Neither the entity, nor its affiliates, nor any one associated with them have any potential conflict of interest due to any other clients, contracts, or property interests for this project. 18.71 certify that no member of the entity's ownership or management is presently applying for any employee position or actively seeking an elected position with the City of Sunny Isles Beach. 18.81 certify that no member of the entity's ownership or management, or staff has a vested interest in any aspect of the City of Sunny isles Beach. 18.9 In the event that a conflict of interest is identified in the provision of services, I, on behalf of the above named entity, will immediately notify the City of Sunny Isles Beach. 12 D d this 3rd day of January 204t3. ___ ----- Kenneth Cooke -Chief Operating Officer A FIANT Print or Type Name and Title 12 Sworn to and subscribed before me this 3rd day of January , 20+0: M Personally Known X OR O Produced Identification ; Type of Identification G NOTARY PUBLIC STATE OF FLORIDA f�� NNr K ��f L- "1 P" °� °,° NNEKA NNOLIM At�° = Notary Public - State of Florida My Comm. Expires Apr 6, 2014 -p- Commission # DD 979636 DECEMBER 28, 2010 5 of 7 SV lJ tJY !f� . 0, o V t J F�pF \Q 4• r OF 54ll DISPUTE DISCLOSURE City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947 -0606 Fax: (305) 949 -3113 DISPUTE DISCLOSURE FORM Answer the following questions-by placing a "X" after-"Yes" or "No ". If you answer "Yes ", please explain in the space provided, or on a separate sheet attached to this form. 19.1. Has your firm or any of its officers, received a reprimand of any nature or been suspended by the Department of Professional Regulations or any other regulatory agency or professional associations within the last five (5) years? YES NO X 19.2. Has your firm, or any member of your firm, been declared in default, terminated or removed from a contract or job related to the services your firm provides in the regular course of business within the last five (5) years? YES NO X 19.3. Has your firm had against it or filed any requests for equitable adjustment, contract claims, Bid protests, or litigation in the past five (5) years that is related to the services your firm provides in the regular course of business? YES NO X If yes, state the nature of the request for equitable adjustment, contract claim, litigation, or protest, and state a brief description of the case, the outcome or status of the suit and the monetary amounts of extended contract time involved. I hereby certify that all statements made are true and agree and understand that any misstatement or misrepresentation of falsification of facts shall be cause for forfeiture of rights for further consideration of this Bid for the City of Sunny Isles Beach. Advanced Data Processing, Inc. January 3, 2012 DECEMBER 28, 2010 Date Kenneth Cooke - Chief Operating Officer Print or Type Name and Title 6 of 7 SJp1_tJY fS <E s � +rtoa or Su" Pr�O STATE OF FLORIDA ) COUNTY OF Broward ) ANTI - KICKBACK City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947 -0606 Fax: (305) 949 -3113 ANTI - KICKBACK AFFIDAVIT I, the undersigned, hereby duly sworn and deposed say that no portion of this sum herein Bid will be paid to any employees of the City of Sunny Isles Beach or its elected officials as a commission, kickback, reward or gift, directly or indirectly by me or any member of my firm or by an officer of the corporation. B - _ Titl . ief Operating Officer The foregoing instrument was acknowledged before me this January of person], as Intermedix Co executed]. _1 20 12 f by Kenneth Cooke Chief Operating Officer [type of Dration [name of party on behalf of whom AFFIX NOTARY STAMP HERE: A PU a °off S is NNEKA NNOLIM a `r` s' Notary Public - State of My Comm. Expires Apr 6, Florida 2014 Commission # DD 979636 3rd day of [name authority], for instrument was otary Pu uc — State of Florida NNEKA M(\jOLIM Print or Type Commissioned Name Personally Known X OR Produced Identification Type of Identification Produced N/A DECEMBER 28, 2010 7 of 7 interme d ix IMPORTANT, BID ENCLOSED Bid No. 11 -12 -01 Fleet Wide GPS and Management System OPENING DATE AND TIME: Wednesday, January 4, 2012 at 10:00 a.m. Submitted to the City of Sunny Isles Beach Sunny Isles Beach Government Center 18070 Collins Avenue, 4"' Floor Sunny Isles Beach, Florida 33160 Copyright O 2011 by Intermedix All Rights Reserved www.intermedix.com RFP No. 11 -12 -01 FLEET WIDE GPS AND MANAGEMENT SYSTEM Table of Contents Tab A — Letter of Proposal Submission .............................. ............................... 3 Tab B — Introduction and Executive Summary .................. ............................... 4 Tab1— Company Information ........................................... ............................... 5 Tab2 — Qualifications ........................................................ ............................... 6 Tab3 — Staffing ................................................................ ............................... 21 Tab 4 — Approach/ Methodology ...................................... ............................... 23 Tab5 — Price Proposal ..................................................... ............................... 24 Tab6 — References .......................................................... ............................... 25 Exceptions........................................................................ ............................... 26 ProposalClose .................................................................. ............................... 27 Attachments..................................................................... ............................... 28 © 2011 Intermedix RFP No. 11 -12 -01 FLEET WIDE GPS AND MANAGEMENT SYSTEM Tab A — Letter of Proposal Submission January 4, 2012 Jane Hines, CMC, City Clerk City of Sunny Isles Beach 18070 Collins Avenue, 4t" Floor Sunny Isles Beach, FL 33160 Dear City of Sunny Isles Beach Selection Committee: Please accept this proposal in response to the City of Sunny Isles Beach's RFP for a Fleet Wide GPS and Management System. Intermedix has carefully read and understands the scope of work and the contractual requirements listed in your RFP. We understand that the City of Sunny Isles Beach seeks a vendor who can provide uninterrupted Automatic Vehicle Locater (AVL) and Global Positioning Satellite (GPS) services for a sizable fleet of vehicles including motorcycles, buses, automobiles, trucks, ATVs and boats which are used for street maintenance, public safety, public transportation, parks and recreation within the City of Sunny Isles Beach. We believe that this proposal details our qualifications, program capabilities, and a very competitive fee proposal in accordance with the requirements of the RFP. Intermedix provides AVL /GPS services to 450 organizations throughout the country, and we have worked with several municipal agencies throughout the State of Florida as well as agencies covering metropolitan areas throughout the country. As such, we are prepared and capable, as your partner, to supply the City with the requested AVL /GPS solution. Once again, we thank you for the opportunity to present our proposal. On behalf of the entire Intermedix team, we are committed, poised, and eager to deliver on your request for a comprehensive AVL and GPS solution. Please contact Don Passaro, VP of Business Development at (352) 867 -0083 with any questions, or to schedule an oral presentation. Sinceply, nneth ooke ief Operating Officer © 2011 Intermedix RFP No. 11 -12 -01 FLEET WIDE GPS AND MANAGEMENT SYSTEM Tab B - Introduction and Executive Summary Intermedix's Fleet Management solution integrates information from a variety of sources to create city -wide real -time situational awareness. Intermedix's Fleet Management solution fuses information from separate systems for easy collaboration among multiple City agencies across a wide variety of platforms. The software interfaces with many AVL /GPS modems, BlackBerries, Phones, Droids, laptops, tablets, and legacy radio systems to provide real -time communication between dispatch and all assets. Integration with Google Maps gives you the geographic advantage in responding to incidents. The software allows for a real -time view of work order locations and city offices. You can track and display vehicle locations, weather, vehicle status, traffic, camera views, and other data feeds — all while reducing travel times and number of miles driven. Unexpected events happen, and preparation for these events is critical to a rapid and efficient response. Intermedix offers an advanced suite of integrated products focusing on information exchange and interoperability, facilitating communication, and coordinating management of city resources. At Intermedix, we provide our clients with the best services available in the industry, including technology, business solutions, and personalized support. We look forward to the opportunity to provide the same to the City of Sunny Isles Beach, if we are selected through this competitive solicitation process. We thank you in advance for your fullest consideration of our offer. © 2011 Intermedix 4 RFP No. 11 -12 -01 FLEET WIDE GPS AND MANAGEMENT SYSTEM Tab I - Company Information Intermedix Company Profile intermedix Contractor Name Intermedix Corporation Headquarters Address 6451 N. Federal Highway, Suite 1000 Fort Lauderdale, FL 33308 Contact Don Passaro, VP of Business Development (352) 867 -0083 don.passaro @intermedix.com Type of Business Delaware Corporation Registration Numbers Federal: EIN 22- 3875190 Intermedix History Intermedix was built through the combination of two leading providers in emergency services; Emergency Physicians Billing Services (EPBS) and Advanced Data Processing, Inc. (ADPI) located in North Miami. Prior to joining forces in 2006, EPBS and ADPI each had established more than 20 years in the emergency healthcare industry, and via our EMS division (formerly ADPI), our experience working with municipal agencies spans more than two decades. Since rebranding as Intermedix in 2008, we have continued to lead the way by strategically adding services and technologies that directly enhance our capabilities. In mid -2011, Intermedix acquired an equally forward- thinking vehicle tracking, fleet management and reporting technology leader, FleetEyes. Our fleet management solution is uniquely equipped to meet the needs of modern fleet management with solutions addressing inter - agency interoperability and automatic vehicle location (AVL) system integration. Public Service Agencies are empowered through usage of mobile GPS devices for precise, timely dispatch and tracking of services. Today, Intermedix has over 1,500 employees throughout the United States, with nearly 80 dedicated experts who are exclusively focused on supporting our technology customers. The Fleet Management product line was developed and continues to be supported by the aforementioned staff. © 2011 Intermedix RFP No. 11 -12 -01 Tab 2 — Qualifications Intermedix — Fleet Management FLEET WIDE GPS AND MANAGEMENT SYSTEM Our fleet management solution offers innovative web -based solutions for fleet tracking and collaboration between city agencies. The application fuses information from separate systems, creating a common operating picture that gives users the means for effective management of the city's day -to -day operations. 2.1. Product Strengths Intermedix has AVL and GPS experience with many municipal agencies similar to the City of Sunny Isles Beach. Thus, our Company offers the City a relationship with an experienced and knowledgeable partner with the following key strengths that set us apart from the competition: • "Google Maps "which offer rich, detailed mapping to show exact location of entire fleet. Traffic, satellite, weather, and agency - specific POI are also included. • "Bread crumbs "show the historical GPS points recording time, date, and speed of vehicle travel. • "Set -up tool "allows you to quickly configure our fleet management solution to the needs of your city. • "Routing' provides vehicles with turn -by -turn directions to the work locations. • "Points of interest "allow dispatchers to search and navigate resources when needed. • "CAD Integration "allows legacy dispatch systems to seamlessly feed work orders, combining one or more city agencies together, if applicable. • "Playback system 'gives minute -by- minute forward and backward view of all incidents and vehicles. • "Security restricted access "to what is needed for user's job function. • "GarminTl'l FMI interface "allows City agencies a safe way of communicating work orders directly to a Navigation device mounted in a vehicle. • "Dispatch in Your Pocket "allows city management to see the status and location of any city vehicle being tracked, by looking on their Blackberry, iPhone or Android device. 2.1.2 Business Philosophy At Intermedix, our business philosophy is one of innovation and excellent customer service, a philosophy that can be summed up by focusing on one simple principle; the essential elements that drive efficiencies also reduce cost. © 2011 Intermedix RFP No. 11 -12 -01 FLEET WIDE GPS AND MANAGEMENT SYSTEM This principle has propelled us to become a company that is committed to providing experienced personnel and effective business processes. The result has been the consistent delivery of best -in -breed technology, innovation, and performance at an excellent price. 2.1.3 Relevant Experience Intermedix has been providing AVL /GPS solutions for many years through a variety of solutions, the primary being the proposed fleet management solution. We are confident in our system scalability and product capabilities and the ability to handle an installation the size of Sunny Isles Beach. We are currently tracking nearly 300 clients within our system with several notable clients -as indicated below in our reference section. We have the personnel and technology in place to implement an account your size, and we are excited about the opportunity. Our organization serves many of the largest municipal organizations in the country covering key metropolitan areas throughout the U.S., and as such, we feel prepared to commit to meeting the needs of Sunny Isles Beach as requested. Our goal is, and will continue to be, to remain ahead of the curve in meeting and delivering on client expectations. We are pleased to provide you with the following client references: Agency Name Contact Name Location Phone Number Fallon Ambulance Mike DeCosta Boston,. MA 617 - 279 -5399 Rural Metro Matt Pearlman Phoenix, AZ 520 - 402 -4397 New England Ambulance John Vernando Providence; Rhode Island 401 -639- 9226 Our proprietary fleet management solution is hosted at a state -of- the -art third party co- location facility. Physical access is restricted to authorized personnel only, and is secured by guards and staffed 24 hours a day, 365 days a year. In addition, access is secured with video surveillance, biometric security, as well as proximity card systems. The facility is protected by fire detection and suppression controls and multiple air conditioning systems. We have a back -up secondary co- location facility in a geographically separate city. Due to the sensitive nature of our Disaster Recovery Plan, we will provide a copy to the City on a confidential basis upon request. Intermedix staff is trained and available for customer support of the fleet management solution. Please refer to Tab 3 for a complete bio and descriptions of qualifications for the proposed Intermedix team. © 2011 Intermedix RFP No. 11 -12 -01 FLEET WIDE GPS AND MANAGEMENT SYSTEM Our company is consistently profitable with a strong balance sheet, excellent cash flows, and the backing of credible financial sponsors. Because of the size of this contract, we submit that the financial strength and viability of the company the City selects is an important factor in managing any possible future risks and possessing the current ability to make investments into technology and processes in order to optimize results for the City. Following is a list of references for the purpose of confirming our financial backing: Facility and Contact Address Phone Number & E -mail Bank of America 700 Louisiana 713- 247 -7201 David Batson 7th Floor david.batson@bankofamerica.com Houston, TX 77002 GE Healthcare Financial Services 500 W Monroe St. 312 - 441 -7601 Jonathan Ruschhaupt Chicago, IL 60661 Jonathan. ruschhaupt @ge.com To supplement this request, you can also find a copy of our audited financial statements as Attachment B. © 2011 Intermedix RFP No. 11 -12 -01 2.4 Item -by -Item Disclosure FLEET WIDE GPS AND MANAGEMENT SYSTEM Intermedix offers an item -by -item disclosure below, noting where our firm either meets or exceeds the requirements of the RFP. For those items that our proposal indicates that we exceed the RFP requirements, further details of our solution and the reason we list the feature as exceeding the requirements is contained throughout our proposal accordingly. © 2011 Intermedix 9 Functional RFP Req _, 1 Implement a GPS /Fleet management system for 120 vehicles. X 2 Ability to display, in real -time the current vehicle statistics. X 3 Dis la vehicle stats through website. X Ability to integrate with vehicle computer system for real -time data X 4 retrieval 5 Must retrieve the following information: • Engine /diagnostic codes X • Actual odometer X • Actual vehicle speed (not just GPS derived) X • Actual fuel consumption X • Idle time X • Engine hours (with PTO on and off) X • Status of all sensors' X 6 S stem must provide the following stats: • Real -Time Location X • Ignition Report2 X • Speed Alerts X • View Start/Stop Reports2 X • Monitor Engine Hour Runtime X • Excessive Idle Alerts2 X • Maintenance Management2 X • Route Finder X © 2011 Intermedix 9 RFP No. 11 -12 -01 FLEET WIDE GPS AND MANAGEMENT SYSTEM Note: 1 Details for parameters captured differ by type of vehicle /equipment monitored. We will develop the actual parameters captured and data based through a detailed requirements review with Sunny Isles administration. z The powerful back -end reporting capabilities we provide will allow us to customize each of these report views for Sunny Isles in cooperation with your administration. © 2011 Intermedix 10 • Historical Route Tracking X 7 Provide reports to identify opportunities to reduce fuel expense identifying: Overlapping routeSZ X Duplicate tripS2 X • Routes taken X • Routine maintenances duet Ensure safe driving practicesz 8 Include ability for implementing geo- fencing • Support customized geo -fence areas X 9 E ui ment installed without significant modification to vehicle X 10 Provide training administration to operators and service personnel X including supplying training documents Note: 1 Details for parameters captured differ by type of vehicle /equipment monitored. We will develop the actual parameters captured and data based through a detailed requirements review with Sunny Isles administration. z The powerful back -end reporting capabilities we provide will allow us to customize each of these report views for Sunny Isles in cooperation with your administration. © 2011 Intermedix 10 RFP No. 11 -12 -01 2.2 Schedule of Proposed Services FLEET WIDE GPS AND MANAGEMENT SYSTEM The schedule should include the Proposer's understanding of the issues and tasks of the project at hand. It is our goal to supply the most productive and efficient AVL and GPS solution that meets the City's goals as outlined within your RFP document. We have taken the time to respond to each requirement individually, so you can be assured of our capabilities for serving your organization. 2.2.1 Tracking & Viewing Functions Our proposed AVL /GPS solution will provide at a minimum the following capability and functionalities with some narrative descriptions and graphical views provided below: • Real -time Location Tracking Capabilities - location /status /mileage accrued /speed /direction/ time updates while in motion (Timekeeping) The fleet management solution can drop "breadcrumbs" at a configurable time interval, allowing you to track the exact route and related data points for each vehicle. 6ZP L2 _ - - - -- G r.,.e w.O�4,.vww�.D ... e.•— ...•P- e. a..�. -.. __: 3 • ©� a o • wn- sew- �,.- u. OD Z .. Y2 `© �p..� ii .'i� • va { .moo Ability to request immediate location of a vehicle Updated: Oct 29 10:49:20 Snow Plow 1 Fes. Updated: Oct 29 14:49:11 © 2011 Intermedix 11 RFP No. 11 -12 -01 FLEET WIDE GPS AND MANAGEMENT SYSTEM This graphic exemplifies the level of detail that our reporting can get to, similar to what we will be able to provide for an ATV, Boat or other miscellaneous equipment in the case of Sunny Isles. Users can log on to the fleet management solution and view the vehicle location with one click of the green globe. 'aP Vre .. I NNal v,I4 ❑AMa Wit ❑Hitle Par ,Wiv ❑Pupxder Lal ❑Tsar ,tLiv Sage tFe F .Detaall _,._I 1J El Tra(fu Satellite Map HyMU Terrain WeaNer 6Veet Yew Map Layers Legentl gg .a i 3 - Ty r.lnns 'y tyA,' s PA At,* SI 66 CIPIfia W Mon 51 66 mora1 Park c d LaA.. -. - Terramuggus ee 5 it 11119 fnE+�l — — \Ftat Jl n, € -r ., Map data @2011 Goagle - T ut�l <+ <+: -, bireu��— — — — ___. ___� I� Flntl 1/eraede�Htl mmn zf. vm mrrvv. 60 Poaeretl ErTJ[1EE Vehicle Area Network Integration with Google Maps gives you the geographic advantage in responding to incidents. The software allows for a real -time view of work order locations and city offices. You can track and display vehicle locations, weather,.vehicle status, traffic, camera views, and other data feeds — all while reducing travel times and miles driven. © 2011 Intermedix 12 RFP No. 11 -12 -01 FLEET WIDE GPS AND MANAGEMENT SYSTEM Maps can also be viewed using the following modes: traffic, map, hybrid, terrain, weather, or street view. 2.2.2 Vehicle Information Capture & Reporting Intermedix proposes the deployment of the Antx T'"Messenger (see detailed description in Attachment E) deployed in each vehicle to interface to the vehicles control system. The unit is an integrated telemetry and alarm notification system designed to work seamlessly with electronic engine controllers, ECUs, and other devices that support the 31939 protocol. This allow the fleet management solution to capture and report on the information required by the City in its RFP for each vehicle and present this information in a manner suitable for administrative use and reporting in the following functional areas as listed in the RFP: Ignition Report Intermedix will work directly with Sunny Isles administration to determine the specific data and format to be included in this report since there are varying vehicle types with differing application expectations. As the City well knows, the Ignition Report will simply track each time a tracked vehicle starts up or turns off. Speed Alerts By hovering over each vehicle icon on a map, a user can view the speed, direction it is heading, status of the vehicle, and work order assigned to each piece of equipment. The fleet management solution, at an additional cost (provided in our Pricing Proposal), can provide speeding reports that show where the speed was broken, what the posted speed limit was, and the status of the vehicle. • Start/Stop Reports - (Speed & direction of travel, 1 report per hour when vehicle is stopped) © 2011 Intermedix 13 RFP NO. 11 -12 -01 FLEET WIDE GPS AND MANAGEMENT SYSTEM Our fleet management solution provides reporting every time a vehicle is stopped. A copy of a sample reports has been included below, demonstrating the system's ability to report on the current status of any vehicle entered into the overall fleet. Updates will be pushed at intervals designated by the City, and will reflect the most recent position, status, speed, location on the map, etc. vehicle Positions: Nov 13 16:05:44 (13 nip h) 1 `�' Nov 13 3= { 16:06:01 Nov 13 16:06:14 Rffl� (38mph) f Nov 13 16:06:29 r:RRM- (34mphj 4 Gk Nov 13 16:06:44 (15mphj Nov 1.3 16:06:59 (5mphj Nov 13 16:07:14 Nov 13 16:07:22 On Scene Nov 13 On Scene 16:27:31 1 Nov 13 On Scene 15:27:31 -'� Nov i _ On Scene 16:27:45 ! Nov 13 16:30:25 cl Nov 13 16:31:15 Nov 13 16:31 :30 (191nphj Nov 13 16:31:45 (8mph) Nov 13 ` 16:32:00 Nov 13 16:32:16 (27mphj t Nov 13 16:32:30 (34mph) 4 • Monitor Engine Hour Runtime Engine hours are read through the controller and maintained by the fleet management solution. It can be viewed for any vehicle or included in reports for a range of vehicles whether in service or out -of- service, providing the Antx interface is active. • Excessive Idle Alerts © 2011 Intermedix 14 RFP No. 11 -12 -01 FLEET WIDE GPS AND MANAGEMENT SYSTEM The proposed solution will comply with all reporting requirements for driver behavior. Some functions besides Excessive Idle Alerts that are monitored and reported on are: • Excessive acceleration /braking • Driver report card • Automated cell phone disconnection when driving Please refer to Attachment D for a complete set of sample reports related to driver behavior. • Maintenance Management The proposed modems provide several functional capabilities designed to assist in maintenance management. • Low Vehicle Battery Alert Notification • Power Management functionality (unit in sleep mode after specified time) If out of coverage, up to three days of data will be stored in unit and automatically uploaded to secure servers when back in coverage • Route Finder The application shows route information including traffic conditions and actual route taken and provides vehicles with turn -by -turn directions to the work locations. • Historical Route Tracking Intermedix will maintain historical data on our servers for six (6) weeks. In addition to our hosted data, we can also provide the City with a KML extract file that can be viewed using ESRI arcview or Google Earth. These documents can be archived in your system and utilized at your convenience for historical reporting purposes. © 2011 Intermedix 15 RFP No. 11 -12 -01 2.2.3 GeoFence Function FLEET WIDE GPS AND MANAGEMENT SYSTEM Set Geographic areas of operation and be notified when parameters have been violated Intermedix's fleet management solution allows customers to designate GeoFences, or parameters within your geographically designed mapping locations. We have the ability to track vehicles entering and exiting the parameters. We can provide administrator notifications based on the established parameters. For example, Waste Truck A (WT -A) is required to stay in GeoFence A. If WT -A exits the established GeoFence, your administrators will be immediately notified if /when the truck leaves the area. Name City Hall Description 801 Plum Sftso Centerlat 39.1041557868723 centerlon 484.5196783542633 Radius: 0.04 ln,�;i Redraw Geofence: User will be able to view vehicles and incidents within this area. Set the radius of the geofence below and right click on the map to set the center.) Boundary /Geofence enter /exit notification to client's computer via sound that will include vehicle's name GeoFence Alerts will automatically pop up on the lower right -hand corner of your computer screen (similar to a new e -mail notification). You will be alerted by a sound notification, and if you click on the pop -up box, you can view the details of the notification. E -mail and text message notifications can also be sent to designated users. © 2011 Intermedix 16 27 00❑ ElRichmond St 42 F CD 0 r City c t. _ Beietupm n o.rao over Niel) - Cirim"aeti St K ep Ctn i-ti BeAnNfid CinClnnaG .City Hall • ;,.Cry Hsllm El O 22 iff -t, St pi :tree Tem;,la ch. —, C:ethe.lrsl 1�1 Cwio,"o m •,`—b- � COann w - N y e G °c>gte m hlap data ®2011 Google. Sanborn - Terms of Use Boundary /Geofence enter /exit notification to client's computer via sound that will include vehicle's name GeoFence Alerts will automatically pop up on the lower right -hand corner of your computer screen (similar to a new e -mail notification). You will be alerted by a sound notification, and if you click on the pop -up box, you can view the details of the notification. E -mail and text message notifications can also be sent to designated users. © 2011 Intermedix 16 RFP No. 11 -12 -01 2.2.4 Equipment FLEET WIDE GPS AND MANAGEMENT SYSTEM We take our tracking and viewing functions one step further by allowing designated City representatives to have privileged access of the FleetEyes mobile application on their Phone, Pad, Android or Blackberry phones. We have developed an 'app" for each of these devices, so that you can access your data at all times in an easy and convenient format. iPhone or Wad Android ® 0 tl7 3.40 Satelli [e!''Street�1Traffic��Normal i k Ow :.ate _ °•9r� J 8 71:1k1 � �f4 C)OIY�i� © 2011 Intermedix 17 RFP No. 11 -12 -01 Blackberry FLEET WIDE GPS AND MANAGEMENT SYSTEM Ability to Integrate with Third -Party Applications Intermedix has published APIs to support interfacing to third party vendors using a REST or SOAP web services. Intermedix has a proven ability to work with a long list of third -party software vendors. However, while there rarely are any problems related to the actual ability to interface to a third -parry system, occasionally problems are the result of another third -party vendor not being cooperative in the process of interfacing, or demanding a high price from the City be paid for the interface. Intermedix cannot be held responsible for either of these situations. Pool Data Access Plans The City will use your carrier of choice, and will directly contract with them for services. It is advisable to use Pool Data Access Plans, as they are an effective way of minimizing costs when units are not in service and /or not reporting to the AVL /GPS solution. We will provide hardware based on the City's preferred carrier. Leasing Packages Intermedix is willing to provide leasing options, upon further request. Miscellaneous System Capabilities The proposed solution will comply with all reporting requirements noted below. Our reporting platform is Business Objects which is a derivative of Crystal Reporting. 1. Automatic events reporting from inputs connected to device 2. Canned and Crystal reports © 2011 Intermedix 18 RFP No. 11 -12 -01 Hardware for Proposed System FLEET WIDE GPS AND MANAGEMENT SYSTEM It is the desire of the City to acquire an ACTIVE "Real Time" vs. a Passive AVL system for its fleet. Intermedix has provided the City with two options for the modems that will be installed in your vehicles. A Spec Sheet Atntx for both the Antx Messenger and the Sierra AirLink Pinpoint XT has been included as Attachment E. U The proposed fleet management solution is a real -time AVL system which utilizes advanced technology to track and report on advanced informatics. Your modem system will be installed according to your requests, and will require very little training. We will support the overall solution to ensure that your needs are met throughout the duration of the contract. Proposed Software As noted and described within this proposal, you will have access to your data via any web - enabled computer. City users will be provided unique login names and associated passwords according to their predetermined permissions. In addition to the web, we will also provide access to the fleet management software application on the iPhone, iPad, Android or Blackberry devices. All permissions will be assigned by the City. System Availability The AVL and accurate position data will be available to the City 24/7/365 through any web - enabled computer. Any network and system which will be used to provide data to the City will have the security and redundancy necessary to provide un- interrupted service. Procedures to contact the center to acquire assistance will be clearly defined. All security and disaster recovery precautionary measures are in place and have been described previously in this proposal response. Training IMX is committed to working with the City to train an adequate number of administrators with instructor -led initial and refresher training sessions. IMX proposes up to three (3) on -site training sessions and up to six (6) WebEx sessions during Year 1 of the contract. An outline of our training curriculum follows. © 2011 Intermedix 19 RFP No. 11 -12 -01 Comprehensive Administrator Training Outline FLEET WIDE GPS AND MANAGEMENT SYSTEM IMX will provide all necessary training to prepare administrators on the use of FleetEyes in day -to -day, training, and maintenance situations. Additionally, through a train - the - trainer program, IMX will work with the City to ensure that administrators are able to self- administer training sessions to individuals who are unable to participate in the IMX led training sessions. The training for administrators will generally be administered on -site. All on -site training facilities will be provided by the City. IMX will work with the City to determine what will need to be available at each training facility (e.g., personal computers, Internet connectivity, and a digital projector). 1. On -Site Training Sessions On -site administrator training sessions will be delivered by an IMX instructor at a the City selected facility. Each session will last approximately two (2) hours and will cover all key areas of system use. Course materials, including a syllabus and an Administrator Manual, will be provided electronically by the instructor for each administrator to complement the classroom training. Maximum capacity for each regular on -site training session is 15 students. Prior to each training session, IMX will review with and get approval from the City on the topics that will be covered. Following each training session, participants will be able to provide feedback to IMX and the City to ensure continuous improvements to future training sessions. For the train - the - trainer format, IMX's standard training will be supplemented with additional instruction on how others may administer training, evaluate and verify competence of students, and provide necessary consultation to students. Train - the- trainer sessions typically last three (3) hours. Based on the need to provide greater individualized instruction, maximum capacity for each train - the - trainer session is 5 students. 2. Web -Based Training Sessions IMX will provide web -based instruction to complement primary on -site training and review new system features and upgrades. IMX will administer the training over a voice and web -based platform, whereby administrators are able to interact with the instructor, follow along with instruction, and ask questions. The instructor will provide all necessary course materials to administrators to complement the web -based training. Web -based sessions last approximately one (1) hour. Maximum capacity for each on -line training session is 30 students. © 2011 Intermedix 20 RFP No. 11 -12 -01 Tab 3 - Staffing FLEET WIDE GPS AND MANAGEMENT SYSTEM Our commitment to building long and successful relationships with our clients has led us to implement a staffing model to support both the implementation process as well as the day -to -day services required by the City of Sunny Isles Beach. The City will be served by the-following operations team with primary and secondary contacts who will be available during regular business hours for standard needs, and 24/7 to address urgent matters. Their contact information is included below: Primary Operations Contact I Secondary Operations Contact Adrienne Grigori Director of Customer Service Field Solutions & IT Phone: 713 - 559 -4970 adrienne.grigori @intermedix.com Key Staff Bios Bryan Kaplan, Vice President Chief Customer Officer Phone: 412- 422 -3463 bryan.kaplan intermedix.com Bryan Kaplan — Vice President, Chief Customer Officer Mr. Kaplan is a technology expert with more than 17 years of experience in the development and implementation of large -scale and highly available web systems. Additionally, he is extremely knowledgeable about public health and emergency operations, bringing more than 10 years of experience with local EMS agencies, and over seven years of experience serving on DMAT PA -1. Mr. Kaplan manages the day -to -day operations of Intermedix , Inc. including technical development, service delivery, and contract administration. He holds a Bachelor's degree in Business Administration, with a Concentration in Entrepreneurship from Carnegie Mellon University. Adrienne Grigori, Director of Customer Service — Field Solutions & IT Ms. Grigori came to Intermedix in 2009 with more than 13 years of experience in the EMS industry. Ms. Grigori started her career with American Medical Response in 1997 where she managed deployment of two County- driven ePCR products for seven AMR operations through the region before joining HealthWare Solutions as a Client Project Manager in 2005. At Intermedix, Ms. Grigori and her Customer Service team are responsible for management of all IMX ePCR Field implementations, in addition to the customer service aspects of your project. Her team will be integral in addressing the technical and educational needs of your agency, along with continued service and support of hardware and software. © 2011 Intermedix 21 RFP No. 11 -12 -01 FLEET WIDE GPS AND MANAGEMENT SYSTEM Bob Hedgcock — Senior Vice President of Technology j Mr. Hedgcock provides leadership to our technology team for the software development process, implementation, and informatics. He is a Six Sigma trained professional in user - centered design and process re- engineering. He has experience developing and implementing many of the solutions offered through Intermedix EMSystems, as well as leading the development of a clinical medical informatics suite and a genomic research platform. Mr. Hedgcock received his Bachelor of Science degree with a major in Electrical and Computer Engineering and minor in Business from Valparaiso University. BJ Guillot — Vice President of Advanced Technology Mr. Guillot provides oversight of our applications and features. He has more than 20 years of development, design and technology integration experience. Prior to joining Intermedix, he owned a sole proprietorship that developed fax applications for multiple platforms. Mr. Guillot also spent six years with ExxonMobil leading integration and technological advances. He received his Bachelor of Science degree for both Computer Science and Mathematics from the University of Houston. John Heinen — Senior Vice President of Product Management Mr. Heinen provides product management and customer service leadership for Intermedix EMSystems technology offerings. Mr. Heinen has been in the healthcare technology field his entire career, with over 20 years at GE Healthcare. At GE he held a number of executive positions including Chief Technology Officer for IT and Engineering GM for the hospital EMIR products. His roles there included international assignments in the United Kingdom and France. Mr. Heinen brings strong product management discipline and customer service process management experience to Intermedix. Mr. Heinen received his Bachelor of Science in Computer Science from the University of Minnesota and a Master of Science in Computer Science from the University of Wisconsin — Milwaukee. © 2011 Intermedix 22 RFP No. 11 -12 -01 Tab 4 - Approach /Methodology FLEET WIDE GPS AND MANAGEMENT SYSTEM • Suitability of the methodologies or approaches used in achieving tasks Overall organization in completing the project Ability to meet desired timelines and deadlines Intermedix has committed significant resources to developing methodologies and putting in place procedures, personnel and technology to ensure smooth and effective planning, training and staged implementation of all of its technology -based services and products including its vehicle tracking, fleet management and reporting. These methodologies and the teams engaged on your behalf have proven time and again to provide dependable solutions that provide a high level of customer satisfaction and retention. Our team will be led by a project manager as previously described who will be a single point of contact for Sunny Isles during the planning, training and installation for Sunny Isles. Once the project is successfully implemented, our client services will provide key interface to the City as well as our support team which will provide front -line answers to any functionality and support questions or issues the City might have. Our project team will establish a project plan with key milestones that they are committed to attaining for you. We are routinely commended for our ability to execute to plan and meet all client expectations. © 2011 Intermedix 23 RFP No. 11 -12 -01 Tab 5 — Price Proposal FLEET WIDE GPS AND MANAGEMENT SYSTEM Required One -time Cost The quantities listed are estimated and are subject to chan e without notice # Description Est. 0 Unit Price Total Price If Applicable) GPS / Fleet Management Device (Hardware) 1 (Unit price shall include Hardware, Installation and 120 $1,050 $126,000 Programming Grand Total Lines 1: $126,000 Optional One -time Cost (If there are any optional items that may be purchased at a one -time cost to the City please list them below. You may attach additional sheets if necessa # Description Est. Unit Price Total Price If Applicable) 1 ODB Cable re 'd for vehicle diagnostics) 120 $200 $24,000 120 Required Annual Recurring Cost # Description Est. Unit Price Total Price If Applicable) First Year Support & Maintenance Hardware (If 1 applicable) First Year Support & Maintenance Software (If 2 applicable) 120 $480 $57,600 3 Monitoring If applicable) Grand Total Lines 1 -3: $57,600 Optional Annual Recurring Cost (If there are any optional items that may be purchased that have an annual recurring cost to the City please list them below. You may attach additional sheets if necessary.) # Description Est. Qty Unit Price Total Price If Applicable) 1 Seed Gauge Reports 120 $72 $8,640 120 © 2011 Intermedix 24 RFP No. 11 -12 -01 Tab 6 — References FLEET WIDE GPS AND MANAGEMENT SYSTEM Our organization serves many of the largest municipal organizations in the country, and as such, we feel prepared to commit to meeting the needs of Sunny Isles Beach as requested. Our goal is, and will continue to be, to remain ahead of the curve in meeting and delivering on client expectations. We are pleased to provide you with the following client references: Agency Name Contact Name Location Phone Number Fallon Ambulance Boston, MA Rural Metro Phoenix, AZ New England Ambulance Rhode Island, NY Mike DeCosta 617- 279 -5399 Matt Pearlman 520 - 402 -4397 John Vernancio 401- 639 -9226 © 2011 Intermedix 25 RFP No. 11 -12 -01 Exceptions There are no noted exceptions. FLEET WIDE GPS AND MANAGEMENT SYSTEM © 2011 Intermedix 26 RFP No. 11 -12 -01 Proposal Close FLEET WIDE GPS AND MANAGEMENT SYSTEM Intermedix would like to thank you for the opportunity to present our proposal to the City of Sunny Isles Beach for Automated Vehicle Location (AVL) System /Global Positioning System (GPS). As indicated in our response, we believe that Intermedix offers the City a solution that is unparalleled in terms of the level of expertise and commitment. We are an innovative partner that is focused on helping you run your operations in a smooth and efficient manner. If you should have any further questions concerning the contents of this proposal, or any other issues we can help clarify, please do not hesitate to contact Jennifer Mizack - Director of Business Development at 724 - 260 -0156. Again, thank you, and we look forward to the opportunity to build a relationship with the City. © 2011 Intermedix 27 RFP No. 11 -12 -01 Attachments A Required RFP Documents B CONFIDENTAL Financial Statements C Insurance Certificate D Sample Reports E Modem Spec Sheets FLEET WIDE GPS AND MANAGEMENT SYSTEM © 2011 Intermedix 28 Attachment A Required RFP Documents 4Jr� OF suo Pt' DELIVER TO: REQUEST FOR PROPOSAL City of Sunny Isles Beach SECTION 6 OPENING: 10:00 A.M. City Clerk BID SUBMITTAL FORMS 01/04/2012 18070 Collins Avenue Sunny Isles Beach, FL 33160 PLEASE QUOTE PRICES F.O.B. DESTINATION, LESS TAXES, DELIVERED IN CITY OF SUNNY ISLES BEACH, FLORIDA NOTE: City of Sunny Isles Beach is exempt from all taxes (Federal, State, and Local). Bid price should be less all taxes. Tax Exemption Certificate furnished upon request. Issued by: Purchasing Agent Date Issued: This Bid Submittal Consists of 12/05/2011 Pages 20 through 24 Sealed bids are subject to the Terms and Conditions of this Request for Proposal and the accompanying Bid Submittal. Such other contract provisions, specifications, drawings or other data as are attached or incorporated by reference in the Bid Submittal, will be received at the office of the City Clerk at the address shown above until the above stated time and date, and at that time, publicly opened for furnishing the supplies or services described in the accompanying Bid Submittal Requirement. RFP 11 -12 -01 Fleet Wide Remote Management System A Bid Deposit in the amount of 0% of the total amount of the bid shall accompany all bids A Performance Bond in the amount of 0% of the total amount of the bid will be required upon execution of the contract by the successful bidder and City of Sunny Isles Beach Procurement Aaent: Firm Name: Marcanthony Tulloch Advanced Data Processing Inc., DBA Intermedix Corporation Commodity Code(s): RETURN ONE ORIGINAL AND TWO COPIES OF BID SUBMITTAL PAGES AND AFFIDAVITS FAILURE TO SIGN PAGE 24 OF SECTION 6 BID SUBMITTAL WILL RENDER YOUR BID NON- RESPONSIVE City of Sunny Isles Beach I Request for Proposal No. 11 -12 -01 Required One -time Cost The quantities listed are estimated and are subject to change without notice # Description Est. Unit Price Total Price If Applicable) 1 REMOTE / Fleet Management Device (Hardware) 120 $ 1,050 $126,000 (Unit price shall include Hardware, Installation and Programming) Grand Total Lines 1: $ 126,000 Optional One -time (If there are any optional items that may be purchased at a one -ti City please list them below. You may attach additional sheets it # Description Est. Oty Unit Price Total Price If A licable 120 $ 200 $ 24,000 120 $ $ ----- Required Annual Recuri # Description Est. 0 Unit Price Total Price If A licable 1 First Year Support & Maintenance Hardware (If $ _____ $ Applicable) 2 First Year Support & Maintenance Software (If $ _____ $ Applicable) 3 Monitoring (If applicable) $ 480 $ 57,600 Grand Total Lines 1 -3: $ 57,600 Optional Annual Recurr (If there are any optional items that may be purchased that have an ing cost to the City please list them below. You may attach additional sh i # Description Est. Oty Unit Price Total Price If Applicab le $ 72 $ 8,640 $ - - - -- $ - - - -- City of Sunny Isles Beach I Request for Proposal No. 11 -12 -01 SECTION 6 BID SUBMITTAL FOR: ACKNOWLEDGEMENT OF ADDENDA INSTRUCTIONS: COMPLETE PART I OR PART II, WHICHEVER APPLIES PART 1: LIST BELOW ARE THE DATES OF ISSUE FOR EACH ADDENDUM RECEIVED IN CONNECTION WITH THIS BID PART II: Addendum #1, Dated December 5, 2011 Addendum #2, Dated Addendum #3, Dated Addendum #4, Dated Addendum #5, Dated Addendum #6, Dated Addendum #7, Dated Addendum #8, Dated ❑ NO ADDENDUM WAS RECEIVED IN CONNECTION WITH THIS BID FIRM NAME: Advanced Data Processing, Inc. DBA Intermedix Corporation AUTHORIZED SIGtq�TW� C }—� DATE: January 3, 2012 TITLE OF FF CER: Chief Operating Officer City of Sunny Isles Beach I Request for Proposal No. 11 -12 -01 'I'll, of suo fir. BID SUBMITTAL FORM Bid Title: Fleet Wide Remote Management System The undersigned Proposers proposes and agrees, if this Bid is accepted, to enter into an agreement with The City of Sunny Isles Beach in the form included in the Contract Documents to perform and furnish all Work as specified or indicated in the Contract Documents for the Contract Price and within the Contract Time indicated in this Bid and in accordance with the other terms and conditions of the Contract Documents. The Proposers accepts all of the terms and conditions of the Advertisement or Invitation to Bid and Instructions to Proposers, including without limitation those dealing with the disposition of Bid Security. This Bid will remain subject to acceptance for 90 days after the day of Bid opening. The Proposers agrees to sign and submit the Agreement with the Bonds and other documents required by the Bidding Requirements within ten days after the date of the City's Notice of Award. In submitting this Bid, the Proposer represents, as more fully set forth in the Agreement, that: • The Proposer has familiarized himself /herself with the nature and extent of the Contract Documents, Work, site, locality, and all local conditions and Law and Regulations that in any manner may affect cost, progress, performance, or furnishing of the Work. • The Proposer has studied carefully all reports and drawings of subsurface conditions and drawings of physical conditions. • The Proposer has given the City written notice of all conflicts, errors, discrepancies that it has discovered in the Contract Documents and the written resolution thereof by City is acceptable to the Proposer. • This Bid is genuine and not made in the interest of or on behalf of any undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization, or corporation; the Proposer has not directly or indirectly induced or solicited any other Proposers to submit a false or sham Bid; the Proposer has not solicited or induced any person, firm or corporation to refrain from Bidding; and Proposer has not sought by collusion to obtain for itself any advantage over any other Proposers or over the City. The City and the successful Proposer will establish completion times for each individual Work Item and the successful Proposer agrees that the work will be completed within the time frames agreed upon and stipulated in the individual Purchase Orders and /or Notice to Proceed. City of Sunny Isles Beach I Request for Proposal No. 11 -12 -01 L,'� OF SUN Pt's Firm Name: Advanced Data Processina Inc.. DBA Intermedix Corporation Street Address: 6451 N. Federal Highway, Suite 1000, Fort Lauderdale, FL 33308 Mailing Address (if different): Same as Street Address Telephone No. (954) 308 -8700 Fax No. (954) 308 -8725 Email Address: info @intermedix.com FEIN No. * "By signing this document the bidder agrees to all Terms Sig re of authorized agent) nt'Name: Kenneth Cooke Title: Chief Operating Officer THE EXECUTION OF THIS FORM CONSTITUTES THE UNEQUIVOCAL OFFER OF PROPOSER TO BE BOUND BY THE TERMS OF ITS PROPOSAL. FAILURE TO SIGN THIS SOLICITATION WHERE INDICATED ABOVE BY AN AUTHORIZED REPRESENTATIVE SHALL RENDER THE PROPOSAL NON - RESPONSIVE. THE CITY MAY, HOWEVER, IN ITS SOLE DISCRETION, ACCEPT ANY PROPOSAL THAT INCLUDES AN EXECUTED DOCUMENT WHICH UNEQUIVOCALLY BINDS THE PROPOSER TO THE TERMS OF ITS OFFER. City of Sunny Isles Beach I Request for Proposal No. 11 -12 -01 "'� Of Su" P'' L. Lam 0 N Y S C3 91" F L 0 C,/ % 3 0 F S U 'tA P�11�1\ City of Sunny Isles Beach I Request for Proposal No. 11-12-01 SONNY 1$4' v � n / P F ys 9D� +F1.00. \� ye CITY OF SUN Pt'O STATE OF FLORIDA COUNTY OF Broward ) NON - COLLUSION AFFIDAVIT City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947 -0606 Fax: (305) 949 -3113 The undersigned being first duly sworn as provided by law, deposes, and says: This Affidavit is made with the knowledge and intent that it is to be filed with the City of Sunny Isles Beach City Commission and that it will be relied upon by said County, in any consideration which may give to and any action it may take with respect to this Bid. The undersigned is authorized to make this Affidavit on behalf of, Advanced Data Processing, Inc. DBA Intermedix Corporation (Name of Corporation, Partnership, Individual, etc.) a Corporation formed under the laws of Delaware (Type of Business) (State) of which he is Chief Operating Officer (Sole Owner, Partner, President, etc.) Neither the undersigned nor any person, firm, or corporation named in above Paragraph 10.2, nor anyone else to the knowledge of the undersigned, have themselves solicited or employed anyone else to solicit favorable action for this Bid by the City, also that no head of any department or employee therein, or any officer of the City of Sunny Isles Beach, Florida is directly interested therein. This Bid is genuine and not collusive or a sham; the person, firm or corporation named above in Paragraph 10.2 has not colluded, conspired, connived or agreed directly or indirectly with any proposers or person, firm or corporation, to put in a sham Bid, or that such person, firm or corporation, shall refrain from Bidding, and has not in any manner, directly or indirectly, sought by agreement or collusion, or communication or conference with any person, firm or corporation, to fix the prices of said Bid or Bids of any other proposers; and all statements contained in the Bid or Bids described above true; and further; neither the undersigned, nor the person, firm or corporation named above in Paragraph 10.2, has directly or indirectly submitted said Bid or the contents thereof, or divulged information or data relative thereto, to any association or to any member or agent thereof. Chief Operating Officer A E AFFIANT'S TITLE / eth Cooke TAKEN, SWORN AND SUBSCRIBED TO BEFORE ME this 3rd day of January 206_. 12 Personally Known X or Produced Identification Type of identification N/A (Affix seal here) ----------- 0,011#18" �,: NNEKA NNOLIM Notary Public - State of Florida My Comm. Expires Apr 6, 2011 Commission N DO 978636 NNEKA N N 0 L l M NOTARY PUBLI (name printed or ty d) DECEMBER 28, 2010 1 of 7 SUNNY iS4 PUBLIC ENTITY CRIMES City of Sunny Isles Beach 18070 Collins Avenue F L 0 R\OP S`° Sunny Isles Beach, FL 33160 or suN "`0 Telephone: (305) 947 -0606 Fax: (305) 949 -3113 SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a) FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES PUBLIC ENTITY CRIMES Pursuant to the provisions of paragraph (2) (a) of Section 287.133, Florida State Statutes - "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public Work, may not submit Bids on leases of real property to a public entity, may not be awarded to perform Work as a Contractor, supplier, Sub - Contractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Sec. 287.017, FS for thirty six months from the date of being placed on the convicted vendor list ". THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 11.1. This sworn statement is submitted to City of Sunny Isles Beach by Kenneth Cooke [print individual's name and title] for Advanced Data Processing, Inc. DBA Intermedix Corporation [print name ot entity sunmitting sworn statement] whose business address is: 6451 N. Federal Highway, Suite 1000 Fort Lauderdale, FL 33308 and (if applicable) its Federal Employer Identification number (FEIN) is 22- 3875190 (If the entity had no FEIN, include the Social Security Number of the individual signing this sworn statement: N/A ) 11.2. 1 understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any Bid or Contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 11.3. 1 understand that "convicted" or "conviction" as defined in Para. 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trail court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilty or nolo contendere. 11.4. 1 understand that an "affiliate" as defined in Para. 287.133(1)(a), Florida Statutes, means: a.) predecessor or successor of a person convicted of a public entity crime; or b.) Any entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executors, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair DECEMBER 28, 2010 2 of 7 market value under an arm's length agreement, shall be a prime facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 11.5. 1 understand that a "person" as defined in Para. 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding Contract and which Bids or applies to Bid on Contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "persons" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of any entity. 11.6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Indicate which statement applies.) X Neither the entity submitting this sworn statement, nor any of it's officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attach a copy of the final order.) UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 11.1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY, CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. By: t ture Kenneth Cooke (Pr nted ame) Chief Operating Officer (Title) Sworn to and subscribed before me this 3rd day of January , 20 12 by (AFFIX NO tjllP HERWEKA NNOIIM C ? +" Notary Public - State of Florida o; My Comm. Expires Apr 6. 2014 Signatur : Notary Public — State of Florida fill' Commission #r 00 879636 KfN e 1< h N N 0 L 1 iy1 Print or Type Commissioned Name Personally Known X OR Produced Identification Type of Identification Produced N/A 10/1996 3 of 7 �y 7 O� SuNNY IS`F�d F � 9 n V _ R � P O t of FL0R� ye C'TY Of SUN pt'O EQUAL OPPORTUNITY / AFFIRMATIVE ACTION City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947 -0606 Fax: (305) 949 -3113 EQUAL OPPORTUNITY /AFFIRMATIVE ACTION STATEMENT The contractors and all subcontractors hereby agree to a commitment to the principles and practices of equal opportunity in employment and to comply with the letter and spirit of federal, state, and local laws and regulations prohibiting discrimination based on race, color, religion, national region, sex, age, handicap, marital status, and political affiliation or belief. Sig Title: / /Chief Firm: Address: DECEMBER 28, 2010 Kenneth Cooke Officer Advanced Data Processing, Inc. DBA Intermedix Co 6451 N. Federal Highway, Suite 1000 Fort Lauderdale, FL 33308 4 of 7 ration n hF 99j F'Lo C�rY of sut, CONFLICT OF INTEREST City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947 -0606 Fax: (305) 949 -3113 CONFLICT OF INTEREST STATEMENT The award of any contract hereunder is subject to the provisions of Chapter 112, Florida State Statutes. Proposers must disclose with their Bids, the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of Sunny Isles Beach or its agencies. STATE OF FLORIDA COUNTY OF Broward BEFORE ME, the undersigned authority, personally appeared Kenneth Cooke who was duly sworn, deposes, and states: 18.1. 1 am the Chief Operating Officer of Intermedix Corporation with a local office in Fort Lauderdale and principal office in Fort Lauderdale, FL 18.2. The above named entity is submitting a Bid for the City of Sunny Isles Beach, Bid No. 11 -12 -01 described as: Landscape Maintenance Services. The Affiant has made diligent inquiry and provides the information contained in this Affidavit based upon his own knowledge. 18.3 The Affiant states that only one submittal for the above Bid is being submitted and that the above named entity has no financial interest in other entities submitting Bids for the same project. 18.4 Neither the Affiant nor the above named entity has directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraints of free competitive pricing in connection with the entity's submittal for the above Bid. This statement restricts the discussion of pricing data until the completion of negotiations if necessary and execution of the Contract for this project. 18.5 Neither the entity nor its affiliates, nor any one associated with them, is presently suspended or otherwise ineligible from participation in contract letting by any local, State, or Federal Agency. 18.6 Neither the entity, nor its affiliates, nor any one associated with them have any potential conflict of interest due to any other clients, contracts, or property interests for this project. 18.71 certify that no member of the entity's ownership or management is presently applying for any employee position or actively seeking an elected position with the City of Sunny Isles Beach. 18.81 certify that no member of the entity's ownership or management, or staff has a vested interest in any aspect of the City of Sunny Isles Beach. 18.9 In the event that a conflict of interest is identified in the provision of services, I, on behalf of the above named entity, will immediately notify the City of Sunny Isles Beach. 12 D d this 3rd day of January 20}$. Kenneth Cooke -Chief Operating Officer A FIANT _ Print or Type Name and Title 12 Sworn to and subscribed before me this 3rd day of January 201.9: ® Personally Known X OR O Produced Identification ; Type of Identification NOTARY PUBLIC STATE OF FLORIDA 1v � � K h IN N '- f �v1 �A4►j`Y °ue`,, NNEKA NNOLIM z Notary Public - State of Florida „/,,,1,,, � ���p� °r My Comm. Expires Apr 6, 2011 or- Commission # DD 979636 DECEMBER 28, 2010 5 of 7 O� SJNNY ,St FFP � F ti Y OP , �5,P 9p'. F`O"" S,r C,TY OF SUN PC'O DISPUTE DISCLOSURE City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947 -0606 Fax: (305) 949 -3113 DISPUTE DISCLOSURE FORM Answer the following questions by placing a "X" after "Yes" or "No ". If you answer "Yes ", please explain in the space provided, or on a separate sheet attached to this form. 19.1. Has your firm or any of its officers, received a reprimand of any nature or been suspended by the Department of Professional Regulations or any other regulatory agency or professional associations within the last five (5) years? YES NO X 19.2. Has your firm, or any member of your firm, been declared in default, terminated or removed from a contract or job related to the services your firm provides in the regular course of business within the last five (5) years? YES NO X 19.3. Has your firm had against it or filed any requests for equitable adjustment, contract claims, Bid protests, or litigation in the past five (5) years that is related to the services your firm provides in the regular course of business? YES NO X If yes, state the nature of the request for equitable adjustment, contract claim, litigation, or protest, and state a brief description of the case, the outcome or status of the suit and the monetary amounts of extended contract time involved. I hereby certify that all statements made are true and agree and understand that any misstatement or misrepresentation of falsification of facts shall be cause for forfeiture of rights for further consideration of this Bid for the City of Sunny Isles Beach. Advanced Data Processing, Inc. January 3, 2012 DECEMBER 28, 2010 Date Kenneth Cooke - Chief Operating Officer Print or Type Name and Title 6 of 7 O� SJNNY JS(FSO ♦ oOP� hF s9�. FLOR` ybr C�tY OF 5U0 PNO STATE OF FLORIDA COUNTY OF Broward ANTI - KICKBACK City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Telephone: (305) 947 -0606 Fax: (305) 949 -3113 ANTI - KICKBACK AFFIDAVIT I. the undersigned, hereby duly sworn and deposed say that no portion of this sum herein Bid will be paid to any employees of the City of Sunny Isles Beach or its elected officials as a commission, kickback, reward or gift, directly or indirectly by me or any member of my firm or by an officer of the corporation. BY' Titl ief Operating Officer The foregoing instrument was acknowledged before me this 3rd day of January 1 20 12 f by Kenneth Cooke [name of person], as Chief Operating Officer [type of authority], for Intermedix Corporation [name of party on behalf of whom instrument was executed]. AFFIX NOTARY STAMP HERE: pty NNEKA NNOLIM Notary Public • State of Florida My Comm. Expires Apr 6, 2014 ��:FOrv��:••' Commission # DD 978636 ("160 �'IIL106 otary Pu lic — State of Florida NNt-,K A NNOLIM Print or Type Commissioned Name Personally Known X OR Produced Identification Type of Identification Produced N/A DECEMBER 28, 2010 7 of 7 Attachment B CONFIDENTIAL Financial Statements G�PMG INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Consolidated Financial Statements December 31, 2010 (With Independent Auditors' Report Thereon) MMKPMG LLP Suite 2000 200 South Biscayne Boulevard Miami, FL 33131 Independent Auditors' Report The Board of Directors and Stockholders Intermedix Holdings Inc.: We have audited the accompanying consolidated balance sheet of Intermedix Holdings Inc. and subsidiaries (the Company) as of December 31, 2010 (Successor) and the related consolidated statements of operations, stockholders' equity, and cash flows for the period August 23, 2010 to December 31, 2010 (Successor), and the consolidated statements of operations, stockholders' equity, and cash flows of Intermedix Corporation for the period January 1, 2010 to August 22, 2010 (Predecessor). These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Intermedix Holdings Inc. and subsidiaries as of December 31, 2010 (Successor), and the results of their operations and their cash flows for the period August 23, 2010 to December, 31, 2010 (Successor), and the results of Intermedix Corporation's operations and their cash flows for the period January 1, 2010 to August 22, 2010 (Predecessor) in conformity with U.S. generally accepted accounting principles. As discussed in note 1 to the consolidated financial statements, on August 23, 2010, the Company acquired 100% of the issued and outstanding capital stock of Intermedix Corporation. May 12, 2011 Certified Public Accountants r`r"G LLB KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative ('KPMG International"), a Svriss entity. INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES `\ Consolidated Balance Sheet (In thousands, except share data) December 31, Assets 2010 Current assets: Cash and cash equivalents $ 19,796 Restricted cash 501 Receivables, net 18,543 Income taxes receivable 8,967 Prepaid expenses and other current assets 1,847 Deferred income taxes, net 1,961 Total current assets 51,615 Property and equipment, net 12,050 Computer software and technology development costs, net 6,671 Goodwill 322,792 Intangible assets, net 280,989 Other assets 8,547 Total assets $ 682,664 Liabilities and Stockholders' Equity Current liabilities: Accounts payable and accrued expenses $ 4,245 Accrued payroll and related benefits 6,118 Collections payable to clients 14,652 Deferred revenue 7,795 Current portion of senior term loans 1,950 Other current liabilities 681 Total current liabilities 35,441 Revolving credit facility 14,500 Senior term loans 192,563 Subordinated debt 85,000 Deferred income taxes, net 80,205 Other long -term liabilities 227 Total liabilities 407,936 Commitments and contingencies Stockholders' equity: Common stock, $0.01 par value. Authorized 4,100,000 shares; issued and outstanding 3,509,463 shares 35 Additional paid -in capital 289,067 Accumulated deficit (14,374) Total stockholders' equity 274,728 Total liabilities and stockholders' equity $ 682,664 See accompanying notes to consolidated financial statements. 2 INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Consolidated Statements of Operations (In thousands) Revenues: Business services revenue Subscription and other revenue Total revenues Costs and expenses: Cost of business services revenue -Cost subscription and other revenue 5eWhgr general and administrative expenses - Stock -based compensation expense Depreciation and amortization expense Total costs and expenses Operating loss Interest expense, net Loss on early extinguishment of debt Loss before income taxes Income tax benefit Net loss Period from August 23, to December 31, 2010 (Successor) $ 39,075 5,324 44,399 17,942 1,277 25,302 816 11,718 57,055 (12,656) (10,035) (22,691) (8,317) $ (14,374) See accompanying notes to consolidated financial statements. Period from January 1, to August 22, 2010 (Predecessor) 67,701 6,250 73,951 31,386 • 1;435.. 23,755 17,841 11,094 85,511 (11,560) (8,438) (1,702) (21,700) (1,745) (19,955) cn 0 CD O 7 QQ G O CD O O 'J O w a w A O pG P.. 0 O_ a. w C CL 2. N CD p O O P. CD ti G CD n Nod -o a �o, ot1l d o d y n G ti d5 ,P , ID CD CD ._0 p G _O 51 G ". N O p� n O_ rn � _O O � `3 N w N CD P- w G R CD CD �' P- b N p O X ] O CD O n � r pOp CD ID z s �'@ CD I I o III W I C\ s b n P� I I I III I I U � - 00 00 i G z y 3 m Q. c� cis ss c 0 O � � C IIII I41 I I I4" W ul �I I 00 V Q y ° n N N _ VP oo J 00 W J Go In �] Im W \0 O 00 C, In I ,N,. OW -UP V'Pi v O pG P.. 0 O_ a. w C CL 2. N CD p O O P. CD ti G INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands) Cash flows from operating activities: Net loss Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization of property, equipment, and computer software Amortization of intangible assets Amortization of debt issuance costs Write -off of unamortized debt issuance costs on early extinguishment of debt Stock -based compensation expense Deferred income taxes Benefit from income tax deduction in excess of recognized compensation Bad debt expense Straight -line rent accrual Other noncash items Changes in operating assets and liabilities, net of acquisitions: Accounts and notes receivable Income taxes receivable Prepaid expenses and other current assets Accounts payable and accrued expenses Accrued interest expense Accrued payroll and related benefits Deferred revenue Collections payable to clients Other assets /liabilities Net cash (used in) provided by operating activities Cash flows from investing activities: Cash paid to acquire Predecessor Company, net of cash acquired Deposits Capital expenditures Expenditures for computer software and developed technology Cost of business acquisitions Investment activities Net cash used in investing activities Cash flows from financing activities: Borrowings under revolving credit facility Borrowings under senior term loans Borrowings under subordinated debt facility Repayments under revolving credit facility Repayment of senior term loans Repayment of capital lease obligations Repayment of related party debt Proceeds from issuance of common stock in Successor Company Benefit from income tax deductions in excess of recognized compensation Payment of debt issuance costs Net cash provided by financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period Supplemental disclosures of cash flow information: Cash paid (received) during the year for: Interest Income taxes See accompanying notes to consolidated financial statements. Period from Period from August 23, to January 1, to December 31, August 22, 2010 2010 (Successor) (Predecessor) 6 (14,374) (19,955) 2,147 2,571 9,571 8,523 455 362 — 1,702 816 17,841 (8,363) 1,068 — (3,221) 853 (235) 44 (20) (301) 111 (5,460) 613 957 (6,316) 50 (3,765) (815) 8,701 665 3,278 1,330 3,800 1,902 153 6,702 (6,077) 65 249 (3,756) 9,383 (533,271) — 10 33 (979) (1,247) (1,607) (1,801) — (53,707) (250) — (56,722) (536,097) 16,500 8,500 195,000 30,000 85,000 — (2,000) (8,500) (488) (313) (78) (151) — (655) 273,924 - - 3,221 (8,209) (1,101) 559,649 31,001 19,796 (16,338) — 35,096 $ 19,796 18,758 $ 9,442 4,584 (929) 3,633 INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 (1) Acquisition of Intermedix Corporation by Intermedix Holdings Inc. On July 19, 2010, Intermedix Holdings Inc. (the Company, or Successor), a Delaware corporation, entered into an Agreement and Plan of Merger (the Merger Agreement) with Intermedix Corporation (IMX or the Predecessor), and Intermedix Merger Sub Inc. (Merger Sub), a Delaware corporation and a wholly owned subsidiary of the Company established as an acquisition vehicle for the purpose of acquiring IMX. The acquisition and financing transactions described below are collectively referred to as (the Merger). In accordance with the terms of the Merger Agreement, on August 23, 2010 (the Merger Date), the Company completed the acquisition of 100% of the issued and outstanding capital stock of the Predecessor Company consummated by (i) $361.6 million paid to tender all outstanding shares of common stock at $256.16 per share, (ii) $10.0 million net cash paid with respect to stock options exercised (net of strike prices and rights to cash exchanged for equity in the Successor), (iii) $14.4 million in Company stock issued in lieu of cash in exchange for $12.4 million in outstanding stock and $2.0 million in options of the Predecessor held by management and employees, (iv) $167.6 million paid to retire the Predecessor's senior and subordinated debt, and (v) $8.9 million of transaction costs paid or accrued on behalf of the Predecessor. In addition, $0.3 million in capital lease debt was assumed and the Company acquired cash totaling $18.8 million. Transaction costs incurred by the Company in connection with the Merger amounted to $15.8 million and are included in "Selling, general and administrative expense" in the accompanying consolidated statement of operations of the Company. The Merger, including the payment of transaction costs, was funded with $285.2 million in cash and $290.0 million in debt (see note 10 for terms). The Company incurred financing fees of $8.2 million in connection with financing arrangements made to fund the Merger, which have been capitalized and are reflected in "Other assets" in the Company's consolidated balance sheet as of December 31, 2010. Following the consummation of the Merger, Merger Sub was merged with and into the Predecessor with it surviving as a wholly owned subsidiary of the Company. The Merger has been accounted for as a business combination using the acquisition method of accounting in accordance with Financial Accounting Standard Board (FASB) Accounting Standard Codification (ASC) Topic 805, Business Combinations (ASC Topic 805). The allocation of the purchase price of IMX to the assets acquired and liabilities assumed is reflected in the table below under "Purchase Price Allocation of Merger." The fair value of the equity consideration was determined based on the enterprise value of the Company as of the Merger Date. Assets acquired and liabilities assumed reflect fair value estimates and analyses, including work performed by third -party valuation specialists. The fair value of receivables acquired includes management's estimate of the cash flows not expected to be collected. The Merger resulted in goodwill of $322.8 million. Such goodwill reflects the substantial value of the Company's expectations for continued future growth in the business, the unique synergies between Revenue Cycle Management (RCM) services and technology product offerings and the experienced management team skilled at integrating acquisitions. 6 (Continued) 1 INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 Purchase Price Allocation of Merger The following table summarizes the consideration paid along with the allocation of the purchase price paid to acquire the Predecessor at August 23, 2010 (in thousands): Consideration: Cash Equity Fair value of total consideration transferred Recognized amounts of identifiable assets acquired and liabilities assumed: Current assets Property and equipment Computer software and technology development costs Other intangible assets Other assets Deferred income taxes Current liabilities, including current portion of capitalized lease obligations of $238 and current deferred revenue of $5,888 Noncurrent debt Deferred income taxes Other noncurrent liabilities Total identifiable net assets acquired Total $ 548,103 14,397 $ 562,500 $ 44,055 12,246 5,733 290,560 553 3,066 (24,702) (81) (91,577) (145) 239,708 Goodwill 322,792 Total $ 562,500 Other intangible assets included above consist of the following amounts by major intangible asset class: Customer - related $ 244,400 Technology -based 35,860 Marketing - related 10,300 $ 290,560 Intangible assets of $290.6 million include the established customer relationships, technologies, and trademarks of the Predecessor. All of the acquired intangibles, other than goodwill, are amortizable. See note 8 for further disclosure. None of the goodwill recorded in connection with the Merger is deductible for income tax purposes, however the Company will be able to recognize tax deductions related to goodwill which carried over for tax purposes from the Predecessor. (2) Description of Business The Company provides revenue cycle management (RCM) services and technology based solutions to the emergency medical industry through its RCM Services and Technology operating divisions. The RCM Services division is engaged in providing technology -based business services to emergency medical and (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 related service providers. The Company offers a comprehensive RCM solution, seamlessly combining robust technologies and services to manage the policy administration, clinical documentation, billing and informatics needs of its emergency healthcare and other clients. Certain RCM contracts also include the provision of electronic patient care reporting (ePCR) systems. The Company's RCM customers, all of which are part of the emergency service provider market, include (i) emergency room physicians, (ii) hospital emergency medicine departments, (iii) emergency medical transportation providers (EMS) — both ground and air, (iv) fire departments, and (v) 911 - emergency first responders. Customers include both governmental municipalities and private- sector service providers located throughout the United States (U.S.). As a result of the EMSystems, LLC (Systems) acquisition in April 2010 by the Predecessor (see note 5), the Company provides web -based healthcare information technology solutions in the public health and emergency services markets. Systems' users include hospitals, EMS providers, fire departments, law enforcement agencies and state and local departments of health. Technology offerings include (i) real -time communications, (ii) inventory and resource management, (iii) mass multi -media notification, (iv) volunteer registry tracking, (v) patient and evacuee tracking, and (vi) pre - hospital ePCR systems that seamless interface with the Company's RCM services. These solutions integrate a full range of key emergency preparedness and response activities, and scale from daily use to large -scale utilization surges during regional and or national mass casualty and public health incidents. (3) Summary of Significant Accounting Policies (a) Basis of Presentation and Principles of Consolidation The consolidated financial statements include the consolidated accounts and operations of the Company and Predecessor and their respective wholly owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). All significant intercompany accounts and transactions have been eliminated. The financial information for the period from August 23, 2010 through December 31, 2010 and as of December 31, 2010 is referred to in the consolidated financial statements and accompanying notes as the "Successor" financial information. The financial information for the period from January 1, 2010 through August 22, 2010 is referred to in the consolidated financial statements and accompanying notes as the "Predecessor" financial information. Black lines have been drawn to separate the Successor's financial information in the consolidated financial statements from that of the Predecessor since their financial statements are not comparable as a result of the application of acquisition accounting and the Company's capital structure resulting from the Merger. (b) Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management utilizes estimates in determining the value of stock -based compensation awards, the fair value of financial instruments, the useful lives of its long -lived and intangible assets, allowances for doubtful accounts, (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 the impairment of goodwill and other intangible assets, the valuation of deferred tax assets, income tax uncertainties and purchase price allocations pursuant to business combinations. Actual results could differ from such estimates. (c) Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents include amounts billed and collected on behalf of clients (see note 1(I) for discussion of related liability). (d) Receivables, Net Trade Receivables Trade receivables primarily consist of amounts due to the Company pursuant to service, subscription and or license contracts with its customers. The carrying amount of trade receivables approximates fair value given the short maturities of such receivables. Allowances for Refunds and Doubtful Accounts The Company records allowances for fees associated with amounts expected to be refunded due to overpayments held on behalf of its customers. Reserves related to trade receivable collectability are recorded when specific accounts are identified as being at risk based on review of past due accounts and the related facts and circumstances. In general, reserves against accounts receivable are insignificant. (e) Prepaid Expenses and Other Current Assets "Prepaid expenses and other current assets" consist of amounts paid in advance for insurance, maintenance contracts and other customary and routine items required for the operation of the business. (1) Property and Equipment, Net "Property and equipment, net" is stated at cost less accumulated depreciation and amortization. Property and equipment held under capitalized leases is stated at the present value of the future minimum lease payments and is amortized on a straight -line basis over the shorter of the lease term or estimated useful life of the asset. Depreciation and amortization on property and equipment is calculated on a straight -line basis over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the underlying lease term or useful life of the asset. Maintenance and repairs are charged directly to expense as incurred, while betterments and renewals are generally capitalized as property, equipment and leasehold improvements. When an item is retired or otherwise disposed of, the cost and applicable accumulated depreciation and amortization is removed and the resulting gain or loss is recognized. (g) Computer Software and Technology Development Costs, Net In accordance with ASC Topic 350 -40, Internal -Use Software (ASC Topic 350 -40), the Company capitalizes costs incurred during the application development stage related to its propriety software 9 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 platforms and to its enterprise cloud computing application services as well as for modifications to existing computer software that result in additional functionality. These costs are included in "Computer software and technology development costs, net" in the accompanying consolidated balance sheet. Costs incurred for the development of internal -use software largely consist of payroll and payroll - related costs for employees and consultants who are directly associated with and who devote time to the internal -use computer software projects. Such costs are expensed until (i) the preliminary project stage is completed, (ii) management has authorized and committed funding for the project, and (iii) it is probable that the project will be completed and the software will be used to perform the function intended, at which time,. in accordance with ASC Topic 350 -40, any additional software development costs are capitalized. Capitalization ceases when a computer software project is substantially complete and ready for its intended use. Amortization of internally developed computer software, which is included in "Depreciation and amortization expense," begins when the computer software is ready for its intended use. These costs are amortized over the period which the asset is expected to contribute directly or indirectly to future cash flow. The Company generally amortizes internally developed software on a straight -line basis over a five year period and periodically reassesses the estimated useful lives of its internally developed software in consideration of, among other factors, the effects of (i) obsolescence, (ii) technology, (iii) competition, and (iv) other economic factors. The Company assesses the recoverability of computer software development costs by comparing the carrying amount to the fair value whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. An impairment loss is recognized if the carrying amount exceeds the fair value. In determining fair value of internally developed computer software, the Company considers whether (i) it is expected to provide continued substantive service potential, (ii) significant changes in the extent or manner in which the software is used or is expected to be used, (iii) it is or is expected to undergo a significant change, or (iv) projected development or modification costs significantly exceed original estimates. Also included in "Computer Software and Technology Development Costs, net" is software purchased from third parties. (h) Goodwill and Intangible Assets Goodwill is recorded in accordance with ASC Topic 805, when the consideration paid for an acquisition exceeds the fair value of identifiable net tangible and identifiable intangible assets acquired. In accordance with ASC Topic 350, Intangibles — Goodwill and Other (ASC Topic 350) goodwill and other indefinite -lived intangible assets are reviewed for impairment at least annually. The Company has elected to perform its annual impairment testing as of October 31 of each year and as required should any triggering events occur indicating a potential for impairment. Given the close proximity of the fair value measurements performed on the Merger Date in relation to the date of the accompanying consolidated balance sheet, and due to the absence of any triggering events during the Successor period, no impairment testing was deemed necessary for the current year. 10 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 Goodwill impairment is determined using a two -step process. The first step of the impairment test is used to identify potential impairment by comparing the fair value of a reporting unit to the book value, including goodwill. If the fair value of a reporting unit exceeds its book value, goodwill of the reporting unit is not considered impaired and the second step of the measurement of goodwill impairment is not required. If the book value of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of the impairment loss, if any. The second step of the impairment test compares the implied fair value of the reporting unit's goodwill with the book value of the goodwill. The reporting unit's implied fair value of goodwill is determined by allocating the fair value to the reporting unit's assets other than goodwill. The excess of any residual fair value after this allocation is used as the implied fair value of the reporting unit goodwill. If the book value of a reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess. (i) Impairment of Long -Lived Assets The Company reviews long -lived assets and intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or group of assets to future net cash flows expected to be generated by the asset or group of assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carving amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third -party independent appraisals, as considered appropriate. 6) Deferred Financing Fees The Company capitalizes and amortizes costs incurred to obtain financing over the term of the underlying obligation using the effective interest method. The amortization of debt financing fees is included in "Interest expense" in the accompanying consolidated statements of operations. (k) Other Assets Other assets consists of the long -term portion of lease payments receivable related to a sales type lease arrangement, the long -term portion of other notes receivable, cost -basis investments and deposits. (1) Collections Payable to Clients Collections payable to clients represents amounts collected on behalf of clients, which have not yet been remitted to clients. 11 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES 1 Notes to Consolidated Financial Statements December 31, 2010 (M) Revenue Recognition The Company derives revenue from business services fees, subscription fees, hardware sales, and related services. The Company recognizes revenue when there is persuasive evidence of an arrangement, the service or product has been provided to the customer, the collection of the fees is reasonably assured, and the amount of fees is fixed or determinable. Business Services Revenue Business services revenue represents fees earned from the Company's RCM business for account billing, clinical systems and other related services and are typically charged to the customer as a percentage of total collections. Fees under business services arrangements are not fixed or determinable until collections are realized, thus in accordance with Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (ASC 605), revenue is recorded when such collections are made. Subscription and Other Revenue Subscription revenue represents fees earned from the Company's software -as -a- service (SaaS) offerings, whereby customers are granted access to the Company's intemet -based software solutions. Under our SaaS -based solutions, our customers do not have the right to take possession of our software and, in accordance with ASC Topic 985, Software (ASC 985), these arrangements are considered service contracts which are outside the scope of ASC 985. Other revenue is primarily comprised of fees charged for implementation and training services provided in conjunction with the Company's SaaS offerings, as well as support services, hosting services, and hardware sales. Subscription and support services revenues are recognized ratably over the contract terms in accordance with ASC 605. Implementation and training revenues, when sold with SaaS offerings, are accounted for separately when there is objective evidence of the fair value of each deliverable. Implementation and training revenues are recognized ratably over the longer of the contract life or the estimated expected customer life, which is estimated to be five years. Hosting services revenue represents fees charged to manage and host customers' hardware and software solutions at the Company's data centers. Hosting services revenue is recognized ratably over the contract term in accordance with ASC 605. Hardware revenue, which represents the sale of mobile devices that are utilized in conjunction with the Company's SaaS -based solutions, is recognized upon delivery to the customer, when all of the other revenue recognition criteria are met. Support services that are sold together with hardware devices are accounted for separately when there is objective evidence of the fair value of each deliverable, and are recognized ratably over the service term. Amounts that have been invoiced for subscription and other revenue are recorded in accounts receivable and in deferred revenue or revenue, depending on the whether the revenue recognition criteria have been met. 12 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 (n) Cost of Revenues Cost of business services revenue primarily includes direct production costs such as labor, patient statement postage and mailings, telecommunications, facility and e- commerce costs. Cost of subscription and other revenue includes labor, hardware, and data center costs. (o) Employee Stock -Based Compensation Compensation expense for all stock -based compensation awards granted is based on the grant date fair value estimated in accordance with the provisions of ASC Topic 718, Stock Compensation (ASC Topic 718). The Company recognizes these compensation costs on a straight -line basis over the requisite service period of the award, which is generally the option vesting term. The Company's options vest over terms of five years. As stock -based compensation expense recognized is based on awards ultimately expected to vest, such expense is generally reduced for estimated forfeitures. ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. ASC Topic 718 also requires the benefits of income tax deductions in excess of recognized compensation cost to be reported as a cash flow from financing activities, rather than as a cash flow from operating activities. Income tax deductions exceeded recognized compensation costs during the Predecessor period as a result of the acceleration of Predecessor Company stock options in connection with the Merger. No tax benefit was recognized for the Management Incentive Units (MI Units) in the Predecessor period. No such benefits were recognized during the Successor period. The Company estimates the fair value of stock -based compensation awards on the date of grant using the Black - Scholes- Merton (BSM) option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and are freely transferable. The BSM option pricing model considers, among other factors, the expected life of the award and the expected volatility of the Company's stock price. (p) Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC Topic 740, Income Taxes (ASC Topic 740). Deferred tax assets and liabilities are recognized for (i) the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and (ii) operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax planning strategies and recent financial operations. It was determined that a valuation allowance was not necessary as of December 31, 2010. 13 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 ASC Topic 740 prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken in a tax return, if that position is "more likely than not" of being sustained upon examination by the relevant taxing authority, based on the technical merits of the position. The tax benefits recognized in the Company's financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. A $0.3 million liability for unrecognized tax benefits as of December 31, 2010 relates to tax positions of acquired entities taken prior to their acquisition by the Company. Changes in acquired tax assets and liabilities will affect the income tax expense in the period of reversal. The Company's policy is to classify interest accrued as interest expense and penalties as operating expenses. (q) Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company attempts to limit its credit risk by maintaining deposit relationships with high credit quality financial institutions. In addition, the Company's excess cash is swept daily into overnight government secured funds. At December 31, 2010, no individual customer accounts receivable balance represented more than 10% of consolidated accounts receivable. No individual customer accounted for more than 10% of revenues in 2010 for either the Successor or Predecessor. (r) New Accounting Standards Improving Disclosures about Fair Value Measurements In January 2010, the FASB issued ASU No. 2010 -06, Fair Value Measurements and Disclosures (Topic No. 820): Improving Disclosures about Fair Value Measurements (ASU 2010 -06). ASU 2010 -06 provides amendments that will require more robust disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2, and 3. ASU 2010 -06 is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010 -06 on January 1, 2010, did not have a material impact on the Company's consolidated financial statements. Certain provisions of ASU No. 2010 -06 are effective for fiscal years beginning after December 15, 2010, which is the Company's 2011 first quarter. Those provisions, which amended Subtopic 820 -10, will require the Company to present as separate line items all purchases, sales, issuances, and settlements of financial instruments valued using significant unobservable inputs (Level 3) in the reconciliation of fair value measurements, in contrast to the current aggregate presentation as a single line item. Although this may change the appearance of fair value reconciliations, the Company does not believe the adoption will have a material impact on its financial statements or disclosures. 14 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 Accounting for Embedded Credit Derivatives In March 2010, the FASB issued ASU No. 2010 -11, Derivatives and Hedging ('Topic No. 815): Scope Exception Related to Embedded Credit Derivatives (ASU 2010 -11). ASU 2010 -11 clarifies the only form of embedded credit derivative that is exempt from embedded derivative bifurcation requirements is one that is related only to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. The amendments in ASU 2010 -11 are effective at the beginning of a reporting entity's first fiscal quarter beginning after June 15, 2010. The adoption of ASU 2010 -11 on July 1, 2010 did not have a material impact on the Company's consolidated financial statements. Accounting for Multiple Deliverable Revenue Arrangements In October 2009, the FASB issued ASU 2009 -13, Revenue Recognition (ASU 2009 -13), which sets forth new accounting standards for revenue recognition for multiple deliverable revenue arrangements. This new authoritative guidance amends previously issued guidance to eliminate the residual method of allocation for multiple deliverable revenue arrangements and requires that arrangement consideration be allocated at the inception of an arrangement to all deliverables using the relative selling price method (RSP). The new authoritative guidance also establishes a selling price hierarchy for determining the selling price of a deliverable, which includes (i) Vendor Specific Objective Evidence (VSOE), if available, (ii) third -party evidence (TPE), if VSOE is not available, and (iii) estimated selling price, if neither VSOE or TPE is available. ASU 2009 -13 will be effective prospectively for revenue arrangements entered into or materially modified by the Company beginning on or after January 1, 2011. (4) Restricted Cash As of December 31, 2010 the Company had $0.5 million of restricted cash representing collateral to secure a letter of credit. Pursuant to the terns of a contract to provide services to a certain municipal client, the Company was required to furnish such letter of credit to assure its performance under the respective contract. (5) Acquisitions EMSystems LLC Pursuant to a Unit Purchase Agreement (UPA) dated April, 26, 2010, a wholly owned subsidiary of the Predecessor acquired all of the issued and outstanding membership units and other equity interests of Systems. The acquisition price of $57.1 million included (i) $54.2 million paid in cash, and (ii) the issuance of $2.9 million in equity units of the Predecessor's Parent LLC in exchange for certain Systems membership units (Systems Rollover Equity). Funding for the acquisition of Systems consisted of (i) $36.0 million in Term Loan and Revolver borrowings under the Predecessor's then existing credit facility, (ii) $18.2 million of cash on hand, and (iii) issuance of $2.9 million in equity units of the Predecessor's Parent LLC as discussed above. Approximately $2.3 million in transaction costs were incurred in connection with the acquisition, $1.1 million of which were associated with securing the additional Term Loan financing described above. 15 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES ` T Notes to Consolidated Financial Statements December 31, 2010 Financing costs were written off pursuant to the early retirement of the Predecessor's debt in connection with the Merger. The remaining transaction costs are included in the "Selling, general and administrative expense" in the accompanying consolidated statement of operations for the Predecessor period. Systems is a provider of web -based technology solutions in the public health and EMS markets. The Systems platform allows for broad access to its products among users such as hospitals, EMS providers, fire departments, law enforcement agencies and state and local departments of health. Systems technology offerings include (i) real -time communications, (ii) inventory and resource management, (iii) mass multi -media notification, (iv) volunteer registry tracking, (v) patient and evacuee tracking, and (vi) pre - hospital patient care record management. These solutions integrate a full range of key emergency preparedness and response activities, and vary from daily use to large -scale utilization surges during regional and or national mass casualty and public health incidents. The acquisition of Systems has been accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805. The allocation of the purchase price of Systems to the assets acquired and liabilities assumed is reflected in the table below under "Purchase Price Allocation of Acquisition." Assets acquired and liabilities assumed reflect fair value estimates and analyses, including work performed by third -party valuation specialists. As a result of the acquisition, the Predecessor recorded goodwill of $28.3 million which reflects the value of the Predecessor's expectations that the acquisition of Systems would (i) significantly broaden the Predecessor's offerings to its existing customers, (ii) strengthen the Predecessor's competitive market position, (iii) provide opportunities to sell its business services solutions to existing Systems customers, and (iv) expand the Predecessor's market to include technology offerings that promote emergency preparedness, support incident response and related medical care and recovery reimbursement. 16 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 Purchase Price Allocation of Acquisition The following table summarizes the consideration paid along with the allocation of the purchase price paid to acquire Systems on April 26, 2010 (in thousands): Consideration: Cash Equity Fair value of total consideration transferred Recognized amounts of identifiable assets acquired and liabilities assumed: Current assets Property and equipment Computer software and technology development costs Other intangible assets Deferred income taxes Other assets Current liabilities (including deferred revenue of $5,140) Deferred income taxes Goodwill Total identifiable net assets acquired Total Total $ 54,237 2,854 $ 57,091 $ 5,307 445 2,897 26,510 5,242 258 (6,953) (4,963) 28,743 28,348 $ 57,091 Other intangible assets included above consist of the following amounts by major intangible asset class: Customer- related $ 16,240 Technology -based 9,260 Marketing - related 1,010 $ 26,510 Intangible assets of $26.5 million include the established customer relationships, technologies, and trademarks of Systems. All of the acquired intangibles, other than goodwill, are amortizable. See note 8 for further disclosure. $26.6 million of the goodwill is deductible for income tax purposes. (6) Goodwill Goodwill, which amounted to $322.8 million at December 31, 2010, represents the excess of purchase price over net assets acquired in the Merger (see note 1). 17 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 (7) Property and Equipment, net Property and equipment, at cost and respective estimated useful lives, are classified as follows at December 31, 2010 (in thousands): Land $ 640 Building 4,672 27 years Equipment 3,925 3 years Clinical field data systems 2,817 3 years Furniture and fixtures 654 5 — 7 years Leasehold improvements 739 (a) Total 13,447 Cost: Less accumulated depreciation and amortization (1,397) $ 12,050 15 $ (a) The lesser of the lease term or the economic useful life of the improvements. Depreciation and amortization expense related to property and equipment was $1.4 million and $2.0 million for the Successor and Predecessor periods, respectively. (8) Intangible Assets, net Intangible assets, all of which are subject to amortization, consisted of the following at December 31, 2010 (in thousands): 18 (Continued) Weighted average Less useful accumulated life in years Cost amortization Net Cost: Customer - related 15 $ 244,400 (6,090) 238,310 Technology -based 5 35,860 (3,163) 32,697 Marketing -based 13 10,300 (318) 9,982 13 $ 290,560 (9,571) 280,989 18 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 Intangible assets are amortized over their useful lives using the straight -line method. Amortization expense related to intangible assets for the Successor period was $9.6 million. Estimated amortization expense for Successor is as follows (in thousands) for the years ending December 31: 2011 $ 26,737 2012 25,772 2013 23,331 2014 22,302 2015 21,529 Thereafter 161,318 $ 280,989 Amortization expense related to intangible assets for the Predecessor period was $8.5 million. (9) Computer Software and Technology Development Costs, net Costs related to the development of internal -use software (largely consisting of payroll and payroll - related costs for employees and consultants who are directly associated with and who devote time to the internal -use computer software projects and purchased software is as follows at December 31, 2010 (in thousands): Less accumulated Cost amortization Net Cost: Developed for internal use $ 5,782 (554) 5,228 Purchased 1,639 (196) 1,443 $ 7,421 (750) 6,671 Amortization associated with such costs was $0.8 million and $0.9 million for the Successor and Predecessor periods, respectively. Costs are generally amortized over a period of five years unless a shorter life is otherwise warranted. Management reviews recoverability of amounts capitalized and associated lives on a quarterly basis. 19 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES i Notes to Consolidated Financial Statements December 31, 2010 (10) Long -Term Debt and Capitalized Lease Obligations Long -term debt and capitalized lease obligations consisted of the following at December 31, 2010 (in thousands): Revolving credit facility Senior credit facility — term loans Subordinated loans Capitalized lease obligations Total debt Less amounts payable within one year $ 14,500 194,513 85,000 241 294,254 (2,191) 292,063 Aggregate annual maturities of long -term debt were as follows at December 31, 2010 (in thousands): Year ending December 31: 2011 $ 2,191 2012 1,950 2013 1,950 2014 1,950 2015 16,450 Thereafter 269,763 $ 294,254 Senior Financing Pursuant to the Merger Overview On August 23, 2010, in connection with the Merger, the Company and each of its subsidiaries (each a Guarantor and, collectively, the Guarantors), entered into a $235.0 million Credit Agreement (the Senior Credit Facility) and a Senior Subordinated Loan Agreement (the Subordinated Loan Agreement), which collectively are herein referred to as the Senior Financing. Borrowings made under the Senior Financing were used to fund a portion of the purchase price of the Merger which included the retirement of the Predecessor's debt, as well as pay fees and -expenses incurred in connection with the Merger. On March 14, 2011, the Company refinanced the Senior Credit Facility to, among other things, reduce pricing under the Senior Credit Facility, provide greater latitude in the Company's financial covenants and eliminate the excess cash flow mandatory prepayment provision. See discussion below under "Refinancing of Senior Credit Facility in March 2011." Senior Credit Facility The Senior Credit Facility consists of (i) a $195.0 million term loan facility (the Term Loans) maturing August 23, 2016 of which $194.5 million was outstanding at December 31, 2010 (ii) a $40.0 million revolving credit facility (the Revolving Credit Facility) which expires August 23, 2015 under which 20 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 $14.5 million was outstanding at December 31, 2010 ($10.0 million was drawn to fund a portion of the Merger). The Senior Credit Facility also provides a swing line loan commitment (the Swing Line Facility) which expires August 23, 2015, under which there were no borrowings outstanding at December 31, 2010, and provisions for the issuance of commercial and standby letters of credit (LOCs) on behalf of the Company, none of which were issued or outstanding at December 31, 2010. Borrowings under the Swing Line Facility, together with outstanding LOCs, reduce available borrowings under the Revolving Credit Facility and each are subject to a $10.0 million sublimit. All borrowings outstanding under the Swing Line Facility or amounts drawn pursuant to LOCs are to be repaid no later than five business days prior to the expiration of the Revolving Credit Facility. Borrowings under the Senior Credit Facility are secured by substantially all of the assets of the Company and its subsidiaries including all of the Company's outstanding capital stock. The Senior Credit Facility limits the Company's ability to dispose of assets, incur additional indebtedness or contingent obligations, prepay the subordinated debt, engage in mergers or consolidations, suffer additional liens, or engage in certain transactions with affiliates. The Senior Credit Facility contains various customary covenants requiring that the Company comply with certain specified financial ratios and tests. The Company was in compliance with all covenants at December 31, 2010. Interest and other fees Borrowings under the Senior Credit Facility bear interest, at the Company's option, at an applicable fixed margin over the lender's base rate or LIBOR. The interest rate on LIBOR borrowings may be fixed for periods ranging from one to six months or, with the consent of all relevant lenders, nine or twelve months thereafter. LIBOR rates are set at the greater of the quoted rate or 1.75 %. Upon the consummation of the Merger and the disbursement of funds pursuant to the Senior Credit Facility, a closing date funding fee was incurred in the amount of 2.0% of the combined Term Loan and Revolving Credit Facility principal commitment. The Company pays an annual administrative fee of $0.1 million and an unused commitment fee associated with the Revolving Portion of the Facility (see discussion below). Mandatory and other prepayments The Senior Credit Facility permits prepayments by the Company at any time in whole or in part without premium or penalty. The Company must make mandatory repayments with the occurrence of specified events such as receipt of major casualty proceeds, proceeds from the sale of debt or equity securities or proceeds from asset dispositions which are not otherwise reinvested in the business or used for acquisitions or investments as such are permitted in the Facility. Provided below is a detailed discussion of each component of the Senior Credit Facility. 21 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 (a) Revolving Credit Facility The Revolving Credit Facility provides for borrowings up to $40.0 million, $10.0 million of which was borrowed to facilitate the Merger. Revolving Credit Facility proceeds are used for working capital, capital expenditures and general corporate purposes. Advances under the Revolving Credit Facility are unrestricted as long as such advances would not result in the Company exceeding the Total Leverage Ratio (TLR), as defined in the Senior Credit Facility. Borrowings under the Revolver (including swing line borrowings) bear interest, as discussed above, plus a fixed bank margin based upon the Company's TLR, as of the most recent compliance certificate filed with the lender, ranging from 4.25% to 4.50% for base rate loans and from 5.25% to 5.50% for LIBOR rate loans. When the TLR exceeds 3.75:1.00, interest accrues at the high end of the range verses a TLR equal to or less than 3.75:1.00 wherein interest accrues at the low end of the range. Interest rates on the Revolver Credit Facility ranged from 7.25% to 7.75% during the Successor Period. Interest is payable quarterly in arrears for base rate loans including swing line borrowings. Interest on LIBOR rate loans is payable on the last day of each interest period as determined by the disbursement, conversion or continuation of such loan and its duration. Interest is due on each quarterly anniversary of LIBOR rate loans with terms in excess of three months. An unused commitment fee ranging from 0.50% to 0.75% (based on the most recent TLR) of the unused portion of the revolving line of the credit facility is due quarterly in arrears. During the Successor Period, the Company recognized unused commitment fees at a rate of 0.75 %. LOC fees accrue at the applicable rate for revolving credit loans and are paid quarterly in arrears. In addition, fronting fees (not to exceed 1.0% per annum) and customary administrative and processing fees are assessed with respect to each LOC. See discussion below under "Refinancing of Senior Credit Facility in March 2011" for discussion of revisions to interest rates pursuant to the refinancing. (b) Term Loans Term Loans bear interest, as discussed above, plus a fixed bank margin of 5.5% and 4.5% for LIBOR and base rate borrowings, respectively. Interest rates on the Tenn Loans ranged from 7.25% to 7.75% during the Successor Period. The repayment terns under the Senior Credit Facility require quarterly principal payments on the Tenn Loans of approximately $0.5 million with a balloon payment of approximately $183.8 million on August 23, 2016. Refinancing of Senior Credit Facility in March 2011 On March 14, 2011, the Company refinanced its borrowing under its Senior Credit Facility with the same lender. The new Agreement (the 2011 Credit Facility) provides interest rate structures favorable to that of the Senior Credit Facility and less restrictive financial ratio covenants. Borrowings under the revolving component of the 2011 Credit Facility bear interest at rates ranging from 3.50% to 3.75% for base rate loans and from 4.50% to 4.75% for LIBOR rate loans. Tenn loan borrowings under the 2011 Credit Facility bear interest at the Company's option, at an applicable fixed margin over the lender's base rate or LIBOR. Term loan margins are 4.75% and 3.75% for LIBOR and base rate borrowings, respectively. The rate at which the Company can borrow under LIBOR was also amended to be the greater of the quoted 22 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 LIBOR rate or 1.25 %. In addition, the excess cash flow mandatory prepayment feature of the Senior Credit Facility was eliminated. Based on the guidance provided in ASC Topic 470 -50, Debt Modifications and Extinguishinents, the Company is not required to record a loss on extinguishment of debt related to the write -off of financing fees deferred in connection with the Senior Credit Facility, but rather will amortize such fees as an adjustment of interest expense over the remaining term of the 2011 Credit Facility. Approximately $0.7 million of incremental fees were incurred with respect to the execution of the 2011 Credit Facility. Subordinated Loan Agreement On the Merger date, the Company borrowed $85.0 million (Subordinated Loans) pursuant to the Subordinated Loan Agreement to repay certain existing indebtedness of the Predecessor, to finance a portion of the Merger and to pay fees and expenses in connection with the transactions (as noted above). The Subordinated Loans mature August 23, 2017. Interest accrues at 13.0% and is paid in arrears on the last business day of each fiscal quarter. The agreement provides for prepayment penalties up until August 23, 2015, the fifth anniversary of the agreement. As of December 31, 2010, no prepayments have been made. Mandatory prepayments are required for specific events such as issuance of equity securities, receipt of major casualty proceeds and proceeds from any asset disposition. In addition, upon the occurrence of a change of control of the Company, the Company is required to make an offer to pay each lender under the Subordinated Loan Agreement to pay in cash an amount equal to 101% of the unpaid principal amount of the Subordinated Loans. The borrowings are guaranteed by the Company and its subsidiaries. Borrowings are secured by substantially all of the Company's assets and outstanding capital stock. The Subordinated Debt Facility limits the Company's ability to dispose of assets, incur additional indebtedness or contingent obligations, engage in mergers or consolidations, suffer additional liens or engage in certain transactions with affiliates. In addition, the Subordinated Loan Agreement contains various customary covenants and requires that the Company comply with certain specified financial ratios and tests. The Company was in compliance with all covenants at December 31, 2010. Capitalized Lease Obligations Capitalized lease obligations that extend through December 2011 relate to equipment with an aggregate cost of $0.5 million and accumulated depreciation of $0.1 million at December 31, 2010. The interest rates range primarily from 3.95% to 7.84 % and the obligations are collateralized by the underlying equipment. See note 15. 23 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 (11) Income Taxes Income tax benefit for the Successor and Predecessor periods was as follows (in thousands): A reconciliation of the Successor's and Predecessor's benefit from income taxes to the expected amount based on the federal statutory rate of 35% for the Successor and Predecessor periods is as follows (in thousands): Expected federal income tax State taxes, net of federal benefit Nondeductible items Acquisition related costs Stock -based incentive compensation Other, net August 23, to August 23, to December 31, 2010 (Successor) January 1, to August 22, 2010 (Predecessor) Current tax (benefit) expense: 2010 (Successor) Federal $ 46 (2,292) State — (521) 66 46 (2,813) Deferred tax (benefit) expense: 5,223 46 Federal (1,484) 541 State (6,879) 527 (8,363) 1,068 Income tax benefit $ (8,317) (1,745) A reconciliation of the Successor's and Predecessor's benefit from income taxes to the expected amount based on the federal statutory rate of 35% for the Successor and Predecessor periods is as follows (in thousands): Expected federal income tax State taxes, net of federal benefit Nondeductible items Acquisition related costs Stock -based incentive compensation Other, net August 23, to January 1, to December 31, August 22, 2010 2010 (Successor) (Predecessor) $ (7,942) (7,595) (965) (208) 39 66 505 710 — 5,223 46 59 $ (8,317) (1,745) 24 (Continued) c INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2010 are presented below (in thousands): Deferred tax assets: Equity-based compensation $ 323 Allowance for doubtful accounts 372 Accrued bonus 893 Accrued vacation 631 Deferred revenue 332 Acquisition costs 3,514 Net operating loss carryforwards 3,621 Other 271 Gross deferred income tax assets 9,957 Deferred tax liabilities: Property and equipment 2,189 Intangible assets 84,259 Goodwill 1,311 Other 442 Gross deferred income tax liabilities 88,201 Net deferred income tax liabilities $ (78,244) Consolidated balance sheet presentation: Current deferred income tax assets, net $ 1,961 Noncurrent deferred income tax liabilities, net (80,205) Net deferred income tax liabilities $ (78,244) Realization of deferred tax assets is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets will be realized. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. The Company has recorded a deferred tax asset of $3.6 million reflecting the benefit of federal and state net operating loss carryforwards. Such deferred tax assets expire at various dates from 2027 through 2030. The Company recognizes valuation allowances on deferred tax assets reported if, based on the weight of evidence, management believes that it is more likely than not that some or all of the deferred tax assets will not be realized. The valuation allowance is based on the Company's estimates of taxable income and the period over which deferred tax assets will be recovered. There is no valuation allowance recorded at December 31, 2010 because management believes that the deferred tax assets will be recognized due to the reversal of significant taxable temporary differences and the anticipated future taxable income from operations. 25 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 Due to the change of ownership provisions of the Tax Reform Act of 1986, utilization of a portion of the Company's domestic net operating loss and tax credit carryforwards may be limited in future periods. The Company does not expect the carryforwards to expire before being applied to reduce future income tax liabilities. The Predecessor's income tax returns for the 2006, 2007 and 2008 tax years are currently at the appeals level as a result of an examination of these years by the IRS. The Company does not expect that the results of this examination will have a material effect on its financial condition or results of operations. With few exceptions, as of December 31, 2010, the Company is no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2006. At December 31, 2010 there was $0.3 million of gross unrecognized tax benefits which were acquired from the Predecessor. The Company recognizes interest accrued related to unrecognized tax benefits and penalties as interest expense in its consolidated statements of operations. The amount of interest and penalties for the period ending December 31, 2010 is immaterial. The Company believes that it is reasonably possible that the $0.3 million of unrecognized tax benefits may be recognized by the end of 2011. (12) Fair Value of Assets and Liabilities Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the exit price) in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted market prices and discounted cash flows. A hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable input be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect a company's judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 — Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model- derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement. 26 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 Fair Value of Financial Assets The fair value of the cash and cash equivalents at December 31, 2010 (which is equal to carrying value) is determined based on Level 1 inputs as follows (in thousands): Description Fair value Cash held in overnight depository or repurchase agreements collected on behalf of and due to customers $ 5,166 Government collateralized money market funds and depository accounts $ 14,630 The carrying amount of accounts receivable, notes receivable, accounts payable and accrued expenses, client collections payable, other current liabilities, and accrued interest approximate fair value based on the short maturity of these accounts. The following table presents the carrying amounts and fair values of the Company's debt at December 31, 2010 (in thousands): Carrying Description amount Fair value Senior credit facility $ 209,013 220,637 Subordinated loans 85,000 95,441 Capitalized lease obligations 241 241 At December 31, 2010, the fair value of borrowings under the Senior Credit Facility was estimated based on the price paid to transfer the liability in an orderly transaction as evidenced by the March 2011 refinancing of such debt (see note 10). The Company believes that rates as of December 31, 2010 would not materially differ from the rates used in the refinancing. The fair value of the Subordinated Loans was based on similar other transactions involving similar rated debt that were being consummated with interest rates of approximately 10.0% — 10.5 %. The capital lease obligations carrying value is a reasonable estimate of fair value based upon current rates offered to companies with a similar credit profile as that of the Company. (13) Transactions with Related Parties Successor Advisory and Professional Services Fees Paid to Related Parties The Company has an Advisory Services Agreement (the ASA) dated August 23, 2010, with THL Managers VI, LLC, a Delaware limited liability company (Sponsor) who is an affiliate of the Company's majority equity holders. Pursuant to the terms of the ASA, the Sponsor agrees to provide the Company certain management consulting, financial and other advisory services as requested from time to time by the Board of Directors or other governing body of the Company, as applicable, and agreed to by the Sponsor. 27 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES 1 Notes to Consolidated Financial Statements December 31, 2010 Pursuant to the ASA, the Company paid Sponsor a $7.5 million fee upon the consummation of the Merger; this fee is included in "Selling, general and administrative expenses" in the accompanying consolidated statement of operations for the Successor period. The ASA also provides for a Periodic Retainer Fee (the Periodic Fee) in an amount per year equal to the greater of (i) $0.8 million, or (ii) 1.5% of consolidated Earnings Before Income Taxes, Depreciation and Amortization (EBITDA) (as defined in the ASA) for the immediately preceding fiscal year or such other amount or formula as may be mutually agreed between the Company and the Sponsor. Fees are payable in equal quarterly installments in advance on the first day of each fiscal quarter following the closing of the Merger. The first payment of approximately $0.1 million was made on a pro -rated basis upon the closing of the Merger and $0.2 million was paid to the Sponsor during the remainder of the Successor Period pursuant to the Periodic Fee. The Periodic Fee payable in respect of the first fiscal quarter of any fiscal year shall be $0.2 million, with the Periodic Fee payable in succeeding quarters to be adjusted to include any incremental amount deemed payable in connection with the consolidated EBITDA performance measurement. In the event of an initial public offering or change of control event, the Company shall pay an amount equal to the net present value (using a discount rate equal to the then yield on U.S. Treasury Securities of like maturity) of the Periodic Fees that would have been payable to Sponsor with respect to the period from the date of such transaction until the scheduled date of termination of the APA (the tenth anniversary of the Merger). In addition, upon the consummation of any acquisitions, divestitures, financings, refinancings, mergers, recapitalizations, change of control events or other transactions by the Company, Sponsor is entitled to a fee equal to up to 1% fee of the aggregate gross value of such transaction (plus reimbursement of expenses). Furthermore, the Company agrees to indemnify the Sponsor and its affiliates against any and all actions including, and without limitation, all professional fees and expenses. Related Party Subscription Agreement In September 2010, the Company entered into a subscription agreement wherein the Company invested $0.3 million in a Colorado LLC whose Board of Directors and investors includes the Company's Chief Executive Officer (CEO). Predecessor Advisory and Professional Services Fees Paid to Related Parties The Predecessor had an Amended and Restated Advisory Agreement (the Advisory Agreement), with PCap, L.P. (PCap), an affiliate of the majority equity holders of the Predecessor. Pursuant to the Advisory Agreement, the Predecessor agreed to pay an annual advisory and professional services fee equal to the greater of 0.55% of the cumulative amount of funds invested by Parthenon Capital Partners, its affiliates and co- investors or $0.5 million. Approximately $0.4 million of such fees were incurred by the Predecessor, and are included in "Selling, general and administrative expenses" in the accompanying consolidated statements of operations. In addition, upon the consummation of any acquisitions, divestitures, financings, refinancings, mergers, recapitalizations or other transactions by the Company, PCap was entitled to a 1 % fee on the aggregate value of such transaction (plus reimbursement of 28 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 expenses). Approximately $1.3 million in transaction related fees and expenses were paid to PCap by the Predecessor, of which $1.0 million related to the Merger and $0.3 million related to the April 2010 acquisition of Systems. Related Party Note Payable As part of an acquisition in 2005, the Predecessor issued a note payable in the amount of $12.5 million to a member of the then board of directors in exchange for that director's ownership shares in the acquired company. The director also simultaneously executed a $12.5 million note receivable for LLC Units in the Predecessor's Parent (both transactions combined constituted such director's Equity Rollover). In April 2010, the Predecessor repaid the note payable to director by offsetting it against the note receivable owed by director to Parent of Predecessor and paying the director approximately $0.7 million which was the differential in accrued interest between the two notes. (14) Benefit Plan The Company provides a 401(k) plan for the benefit of eligible employees as defined by the plan. The 401(k) plan does not require a Company match. Any employer match is at the discretion of the Company. During the Successor and Predecessor periods, the Company and the Predecessor agreed to match 50% of participating employees' first 6% of compensation amounting to $0.2 million and $0.4 million, respectively. At December 31, 2010, $0.6 million was accrued and included in "Accrued payroll and related benefits" in the accompanying consolidated balance sheet. The accrual was paid in March 2011. (15) Commitments and Contingencies (a) Litigation The Company is from time to time involved in litigation arising in the ordinary course of business. It is the opinion of management, after consulting with its legal counsel, that the outcome of such cases will not have a material adverse impact on the consolidated financial position or results of operations of the Company. (b) Lease Commitments The Company leases office equipment and conducts its operations from leased office space located in Oklahoma City, Oklahoma; Jacksonville, Fort Lauderdale and Miami, Florida; Oakland, San Diego, Folsom and Arcata, California; Denver, Colorado; Houston, Austin, and San Antonio, Texas; Mechanicsburg, Pennsylvania; Milwaukee, Wisconsin; and Columbus, Ohio. The leases expire on various dates through December 2013. Under the terms of most of the leases, the Company is required to pay all taxes, insurance, and maintenance. 29 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 Future minimum rental payments for noncancelable leases having an initial lease term in excess of one year at December 31, 2010, are summarized as follows (in thousands): Capitalized leases Years ending December 31: Operating leases 2011 $ 251 2,353 2012 — 1,806 2013 — 1,277 2014 — 362 2015 — 318 Thereafter — 276 Total minimum payments 251 6,392 Less interest (10) Present value of minimum capitalized lease payments $ 241 Many of the operating leases provide for renewal at varying escalations. Fixed rent escalations have been included in the table disclosed above. Rent expense incurred under operating leases for the Successor and Predecessor periods was $1.0 million, $1.8 million, respectively. The Company has been granted lease incentives such as rent abatement periods and leasehold allowances under certain of its leases. The accompanying consolidated statements of operations reflect rent expense on a straight -line basis over the term of the respective leases. An obligation of $0.3 million representing the remaining unamortized lease incentives is reflected in "Other long -term liabilities" in the accompanying consolidated balance sheet at December 31, 2010. (16) Equity-Based Compensation Successor Intermedix Holdings Inc. 2010 Stock Option Plan (the 2010 Stock Option Plan) Pursuant to the terms of the 2010 Stock Option Plan the Company is authorized to issue options to acquire up to 501,352 shares of common stock of the Company to employees and service providers of the Company. Certain members of the Company's management and professional staff were issued ten -year options to purchase shares of common stock of the Company. All stock options granted under the 2010 Stock Option Plan were granted with an exercise price at least equal to the underlying stock's fair value at the date of grant. The Company's options vest at a rate of 20% per year over a five year term. Any unexercised portion of the options will automatically terminate upon the tenth anniversary of the issuance date or following termination of employment. In addition, pursuant to the grant agreements under which such stock options were issued, the Company's Board of Directors (BOD) has the right to cause all 30 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 or any portion of any unvested options to immediately vest and become exercisable upon a sale of the Company or at such other time as the BOD may elect. Stock -based compensation expense is shown as an individual line on the accompanying consolidated statements of operations. The allocation of stock -based expense between "Cost of revenues" and "Selling, general and administrative expenses" for the Successor Period is as follows (in thousands): Cost of revenues $ 221 Selling, general and administrative expenses 595 Total stock -based compensation expense $ 816 The Company accounts for its equity -based awards using ASC Topic 718. This statement requires entities to measure compensation expense for all equity -based awards granted, modified, or settled using the fair -value measurement method and to recognize the costs in income over the requisite service period, which is generally the vesting period. The Company has elected to recognize these costs on a straight -line basis. The fair value of each stock option award is estimated on the date of grant using BSM option - pricing model. The weighted average grant -date value of each option grant awarded during the Successor Period was as follows: Weighted average grant -date value of options granted $ 118.95 Assumptions: Risk -free rate of return 1.73% Expected life in years 6.50 Expected volatility 47.5% Expected dividend yield $ — The risk free rate of return is determined based on a yield curve of U.S. Treasury rates ranging from 5 to 7 years which is the period commensurate with the expected life of options granted. Expected life in years is calculated using the simplified method, as permitted under ASC Topic 718, given the Company's lack of historical experience with respect to the lives of options granted and post- vesting termination patterns. Since the Company has no historical basis for determining its own volatility, the expected volatility is established based on a peer group comprising companies similar to that of the Company. The expected dividend yield is zero as the Company has not paid any cash dividends and does not anticipate it will do so in the foreseeable future. 31 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 A summary of stock option activity under the 2010 Stock Option Plan during the Successor Period is as follows (in thousands, except for exercise price and term): Predecessor During the Predecessor period, the Predecessor had several stock -based employee compensation plans as described below. The total compensation expense related to these plans was $17.8 million for the Predecessor period. This amount includes charges to compensation expense of (i) $17.4 million for the accelerated portion of the option vesting triggered by the Merger (see below and note 1) on August 23, 2010, and (ii) $0.4 million for the nonaccelerated portion of the option vesting for the Predecessor period. The accelerated vesting compensation expense was made up of $14.9 million and $2.5 million related to the Predecessor Management Incentive Units (Predecessor MI Units) and the Predecessor stock option plan, respectively. Stock -based compensation expense is shown as an individual line on the accompanying consolidated statements of operations. The allocation of stock -based expense between "Cost of revenues" and "Selling, general and administrative expenses" for the Predecessor Period is as follows (in thousands): Cost of revenues $ 1,056 Selling, general and administrative expenses 16,785 Total stock -based compensation expense $ 17,841 The Predecessor accounted for its equity -based awards using ASC Topic 718. This statement requires entities to measure compensation expense for all equity -based awards granted, modified, or settled using the fair -value measurement method and to recognize the costs in income over the requisite service period, which is generally the vesting period. The Predecessor elected to recognize these costs on a straight -line basis. The Predecessor had two types of equity -based awards; stock options granted pursuant to the Predecessor's 2005 Stock Option Plan and Class D Units of the Predecessor's Parent issued to certain executive members of management referred to as the Predecessor MI Units. 32 (Continued) Weighted Weighted average average remaining Aggregate Number exercise contractual intrinsic of options price term (years) value Granted on August 23, 2010 396 $ 118.95 6.50 $ 12,996 Exercised — — — — Cancelled or forfeited — — — — Outstanding at December 31, 2010 396 $ 118.95 6.50 $ 12,996 Exercisable at December 31, 2010 — $ — — $ — Predecessor During the Predecessor period, the Predecessor had several stock -based employee compensation plans as described below. The total compensation expense related to these plans was $17.8 million for the Predecessor period. This amount includes charges to compensation expense of (i) $17.4 million for the accelerated portion of the option vesting triggered by the Merger (see below and note 1) on August 23, 2010, and (ii) $0.4 million for the nonaccelerated portion of the option vesting for the Predecessor period. The accelerated vesting compensation expense was made up of $14.9 million and $2.5 million related to the Predecessor Management Incentive Units (Predecessor MI Units) and the Predecessor stock option plan, respectively. Stock -based compensation expense is shown as an individual line on the accompanying consolidated statements of operations. The allocation of stock -based expense between "Cost of revenues" and "Selling, general and administrative expenses" for the Predecessor Period is as follows (in thousands): Cost of revenues $ 1,056 Selling, general and administrative expenses 16,785 Total stock -based compensation expense $ 17,841 The Predecessor accounted for its equity -based awards using ASC Topic 718. This statement requires entities to measure compensation expense for all equity -based awards granted, modified, or settled using the fair -value measurement method and to recognize the costs in income over the requisite service period, which is generally the vesting period. The Predecessor elected to recognize these costs on a straight -line basis. The Predecessor had two types of equity -based awards; stock options granted pursuant to the Predecessor's 2005 Stock Option Plan and Class D Units of the Predecessor's Parent issued to certain executive members of management referred to as the Predecessor MI Units. 32 (Continued) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 (a) 2005 Stock Option Plan Awards Pursuant to the terms of the Predecessor's 2005 Stock Option Plan (the Predecessor Option Plan) and subsequent amendments to the Predecessor Option Plan, the Predecessor was authorized to issue options to acquire up to 125,000 shares of common stock of the Predecessor to employees and service providers of the Predecessor. Certain members of the Predecessor's management and professional staff were issued ten -year options to purchase shares of common stock of the Predecessor. All stock options granted under the Predecessor Option Plan were granted with an exercise price at least equal to the underlying stock's fair value at the date of grant. The Predecessor's options vested based upon varying vesting schedules over terms of four to five years. As mentioned above, upon the consummation of the Merger unvested options were caused to immediately vest and become exercisable. The fair value of each stock option award is estimated on the date of grant using BSM option - pricing model. The weighted average grant -date value of each option grant awarded during the Predecessor period was as follows: Weighted average grant -date value of options granted $ 113.06 Assumptions: Risk -free rate of return 2.85% — 3.04% Expected life in years 6.38 Expected volatility 47.5% Expected dividend yield $ — The risk free rate of return is determined based on a yield curve of U.S. Treasury rates ranging from 5 to 7 years which is the period commensurate with the expected life of options granted. Expected life in years is calculated using the simplified method, as permitted under ASC Topic 718, given the Company's lack of historical experience with respect to the lives of options granted and post- vesting termination patterns. Since the Company has no historical basis for determining its own volatility, the expected volatility is established based on a peer group comprising companies similar to that of the Company. The expected dividend yield is zero as the Company has not paid any cash dividends and does not anticipate it will do so in the foreseeable future. 33 (Continued) (b) INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 A summary of stock option activity under the Predecessor Option Plan during the Predecessor period is as follows: Outstanding at January 1, 2010 Granted Exercised Cancelled or forfeited Accelerated vesting and settled Outstanding at August 22, 2010 Number of options 118,950 $ 10,500 (8,500) (120,950) Weighted average exercise price 152.02 222.86 185.29 154.83 During the Predecessor period, there were no stock option exercises or expirations and 8,500 options were forfeited. Predecessor MI Units General Discussion Predecessor MI Units were sold to certain members of the Predecessor's executive management (Unit Holders) for a nominal amount of $0.002 per unit. Based on the nominal cost and other compensatory features, the Predecessor MI Units were subject to the accounting requirements of ASC Topic 718 which requires that entities measure compensation expense related to such awards using a fair value method and recognize the costs in income on a straight -line basis over the requisite service period. ASC Topic 718 requires entities to utilize "employee accounting" when recognizing the compensation expense associated with an award. Since the Unit Holders were employees of the Predecessor, compensation expense, if any, was therefore recognized in the Predecessor's statements of operations. Pursuant to terms of the Predecessor MI Unit Agreements, upon the sale of the Predecessor on August 23, 2010, the Predecessor MI Units were revalued and the resulting value was recognized as compensation expense of the Predecessor. Unit Holders were not entitled to receive common stock of the Company, rather they were entitled to a pro rata portion of distributions based on their relative Unit ownership in the Predecessor's parent. Unvested Predecessor MI Units became immediately vested prior to the sale of the Predecessor. No management incentive units were issued during the Predecessor period. The Predecessor recognized $14.9 million in equity -based compensation expense upon the consummation of the Merger pursuant to the 19,613,221 units outstanding at such time. 34 ent C 'ertificate '7 ® Ac" ° CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD /YYYY) 07/2212011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES iBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Marsh USA Inc. 1560 Sawgrass Corporate Pkwy, Suite 300 CONTACT NAME: P FAX HCNNo Ext AIC No E -MAIL ADDRESS: Sunrise, FL 33323 Attn: FtLauderdale.CertRequest @ marsh.com F:212- 948 -0512 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: St. Paul Mercury Insurance Company 24791 101309 -GAWU- PROF -11 -12 INSURED Inlermedix Corporation 6451 North Federal Highway, Suite 1002 INSURER B: Farmington Casualty Company 41483 INSURER C: Columbia Casualty Company 31127 INSURER D: Travelers Property Casualty Insurance Company 36161 Fort Lauderdale, FL 33308 INSURER E: $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PE LOC INSURER F: $ 2,000,000 COVERAGES CERTIFICATE NUMBER: ATL- 002988451 -04 REVISION NUMBER:5 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER MMIDDY /YYYY MM /DD /YYYY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE IT] OCCUR TE06804866 06/30/2011 06/30/2012 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea Occurrence) 250,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PE LOC PRODUCTS - COMP /OP AGG $ 2,000,000 S AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS NON -OWNED HIREDAUTOS AUTOS BA- lA817433 06/30/2011 06/30/2012 COMBINED SINGLE LIMIT Ea accident S 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) S PROPERTY DAMAGE Per accident $ Comp /Coll Ded. S 1,000 A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE TE06804866 06/30/2011 06/30/2012 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 X DED RETENTION $ 10,000 S B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A 1A83727 -2 -11 06/30/2011 06/30/2012 X WC STATU OTH- T RY L - E E.L. EACH ACCIDENT $ 500,000 E.L. DISEASE - EA EMPLOYE $ 500,000 E.L. DISEASE - POLICY LIMIT 500,000 S C Professional Liability Retro Date: 10 /1/2002 287142446 SIR: $75,000 06/30/2011 06/30/2012 Each Claim or Proceeding 3,000,000 Aggregate 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Evidence of Insurance CERTIFICATE HOLDER CANCELLATION Intermedix Corporation 6451 N. Federal Highway, Suite 1002 Ft. Lauderdale, FL 33308 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Carmen Gordon --a —�J @ 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Attachment D Sample Reports 11/13/11 antx. com / Products /MessengerA/ehicleReport.htm Fleet Weekly Fuel Report March 9 -13, 2009 Vehicle Idle Fuel Hours Used Work Fuel Hours Used Total Fuel Hours Used PTO Fuel Hours Used Distance Travelled Average MPG C3442 32.4 13.6 133.7 23.7 166.1 37.3 3.9 1.0 913.6 5.5 C3475 50.0 21.0 167.0 29.5 217.0 50.5 0.0 0.0 1150.1 5.3 C3477 10.5 2.0 145.0 26.0 155.5 28.0 16.6 4.0 948.6 6.1 C3478 26.5 11.5 197.0 35.0 228.5 46.5 33.5 6.0 1119.7 4.9 C3481 41.0 19.0 220.0 38.0 261.0 57.0 46.5 8.5 1252.8 4.8 C3482 21.5 9.0 185.5 33.5 207.0 42.5 9.2 2.0 1242.0 6.0 C3484 23.0 9.0 198.0 34.5 221.0 43.5 24.5 4.5 1149.2 5.2 TOTAL 204.9 85.1 1246.2 220.0 1456.1 305.3 134.2 26.0 6399.0 2.5 Average /Vehicle 29.3 12.2 178.0 31.5 208.0 43.6 19.2 3.7 914.1 5.4 Fleet Weekly Road Speed Report March 9 -13, 2009 Vehicle <45 MPH of % of fuel time 45 -55 MPH % of % of fuel time 55 -65 MPH % of % of fuel time >65 MPH % of % of fuel time Total Fuel Used C3442 51.6 60.2 40.1 34.2 6.6 4.7 1.6 0.9 166.1 C3475 58.9 49.8 33.4 44.7 7.7 5.5 0.0 0.0 217.0 C3477 59.9 50.6 29.0 41.9 7.7 5.6 3.4 1.9 155.5 C3478 45.5 61.7 34.8 27.8 13.0 9.3 6.7 1.2 228.5 C3481 45.5 56.1 35.0 29.9 14.7 11.4 4.8 2.6 261.0 C3482 50.1 56.5 40.1 36.5 9.2 6.7 0.6 0.3 207.0 C3484 51.0 58.9 38.4 33.1 10.6 8.0 0.0 0.0 221.0 Average /Vehicle 51.8 56.3 35.8 35.4 9.9 7.3 2.4 1.0 208.0 Fuel Burn Rate 0.9 1.1 1.4 2.5 %fuel / %time antx. com / Products /Messenger/VehicleReport.htm 1/3 11/13/11 antx.com/ Products /MessengerNehicleReport.htm Fleet Monthly Driver Performance Report March 1 -31, 2009 Vehicle Hard Braking Fast Acceleration Over Speed Over Rev C3442 0 0 1 0 C3475 1 0 0 0 C3477 2 1 2 0 C3478 1 1 5 1 C3481 0 0 1 0 C3482 2 0 1 0 C3484 0 0 0 0 Average /Vehicle 0.8 .3 1.4 0.1 Detailed Monthly Vehicle Report Vehicle C3478 March 1 -31, 2009 Distance /Fuel TOTAL I Avg /Day Time TOTAL I Avg /Day Distance Travelled 4598.1 209.0 Engine Hours 163.7 7.4 Fuel Used 998.3 45.4 Idling 52.3 2.4 Idling 116.9 5.3 Working 111.4 5.1 Working 881.4 40.1 PTO Hours 27.4 1.2 PTO Fuel Used 140.7 6.4 MPG 4.6 337.4 139.8 66.9 998.3 Road Speed <45 MPH 45 -55 MPH 55 -65 MPH >65 MPH Total or Avg Time in range 98.1 45.8 16.0 3.7 163.7 (hrs) %of time in 59.9 28.0 9.8 2.3 100.0 range Fuel used (gals) 454.2 337.4 139.8 66.9 998.3 %of fuel used 45.5 34.8 13.0 6.7 100.0 Distance (miles) 1110.1 2290.0 954.5 243.5 4598.1 MPG 2.4 6.8 6.8 3.6 4.6 anN, com/ Products /MessengerNehicleReport.htm 2/3 11/13/11 antx.com/ Products /M essengerNehicle Report. htm Engine Load <50 % 50-75% 75-85% >85 % Total or Avg Time in range (hrs) 62.4 31.6 24.6 45.1 163.7 %of time in range 38.1 17.1 15.0 27.6 100 Fuel used (gals) 238.0 176.7 184.4 399.2 998.3 % of fuel used 23.8 17.7 18.5 40.0 100.0 MPG 9.2 8.0 3.9 0.7 4.6 Gallons /Hour 3.8 5.6 7.5 8.8 6.1 RPM <1600 1600 -1800 1800 -2000 >2000 Total or Avg Time in range (hrs) 108.3 21.5 6.1 27.8 163.7 % of time in range 66.2 13.1 3.7 17.0 100 Fuel used (gals) 645.6 189.4 21.1 142.2 998.3 % of fuel used 64.7 19.0 2.1 14.2 100.0 Distance (miles) 3610.7 947.0 27.4 13.0 4598.1 MPG 5.6 5.0 1.3 0.9 4.6 Gallons /Hour 6.0 8.8 3.5 5.1 6.1 antx.com/ Products /MessengerA/ehicleReport.htm 3/3 Attachment E Modem Spec Sheets In- Vehicle Tracking and Asset Management Platform The AirLink"' PinPoint XT is a leading -edge vehicle tracking and asset management platform, suited for Mobile Resource Management (MRM), fleet management, real -time dispatch and Automatic Vehicle Location (AVL) applications. The PinPoint XT provides secure, end -to -end intelligence for management of remote assets. The GPS receiver constantly computes the vehicle location, and position reports are relayed over the cellular data network based on time and /or distance. EXCEPTION BASED EVENTS REPORTING The PinPoint XT is embedded with a sophisticated exception based events reporting engine. With an intuitive user interface, fleet administrators can select what data to collect, when to collect it, and how to have the information delivered to ensure time - sensitive information is presented in the right place, at the precise time needed for better decision making and overall system efficiency. COMPREHENSIVE THIRD -PARTY INTEGRATION KEY BENEFITS: Persistent network connectivity for uninterrupted, bi- directional communications Highly configurable real -time exception based reporting Rugged design for use in extreme conditions Compact form factor for easy installation By leveraging our highly efficient location based services Remote Robust integration with third party Application Protocol (RAP) feature application, providers can integrate GPS application providers tracking applications - including digital and analog input status, odometer readings, low power state information, and network signal strength - with the PinPoint XT. This feature enables seamless incorporation of both location and event data into any third party application. RUGGED INTELLIGENCE ALEOS'", the long- standing industry benchmark for embedded intelligence, powers AirLink devices, and supports 24/7 always -on availability, persistent connectivity, end -to -end security, real -time two -way data exchange, and remote device management. Designed to meet the needs of industrial M2M, enterprise solutions and mobile applications, ALEOS features embedded machine protocols, routing and location protocols. To ensure reliable, advanced security, ALEOS includes IPsec VPN and GRE tunneling. REMOTE MANAGEMENT ALEOS powered devices include the AirLink suite of management tools enabling remote configuration, administration, and control of deployments of any size, from one device to thousands. Together, ALEOS and the AirLink i = management tools enable customers tJ_ to extend their enterprise by managing deployments from a central location, or anywhere with an Internet connection. F POWEREDBY: L: o.o_ 4j SIERRA WIRELESS- AirLink' Technical Specifications PRODUCT FEATURES • ALEOS Embedded Intelligence • 1/0 Ports • Low Power Mode • Compact Design • 1 Year Warranty SECURITY AND INTELLIGENCE IPsec VPN • GRE Tunneling • Events Reporting Engine • Routing Protocols Highly Configurable GPS TECHNOLOGY • Time to First Fix: 39 sec • Horizontal Accuracy: < 3 meters 50% CEP TECHNOLOGY • GPRS (MS -12) or • EV -DO Rev. A with fallback to CDMA EV -DO Rev. 0, CDMA 1xRTT BANDS A Dual -Band EV -DO Rev. A 800, 1900 MHz or • Quad -Band 850, 900, 1800, 1900 MHz ENVIRONMENTAL • Operating temperature range: -30 °C to +70 °C / -22 °F to +158 °F • Storage temperature: -40 °C to +85 °C / -40 °F to +185 °F DIMENSIONS • 76 mmx27rnmx121 mm 3.0inx1.1 in x4.8 in • 317 grams 11.2 oz STANDARDS /APPROVALS • FCC • Industry Canada • RoHS • PTCRB • CE • Carrier Specific Approvals H05TINTERFACES • USB 2.0 (Mini -135) • 1/0 GPRS Version: 3 analog inputs, 3 digital inputs, 2 relay outputs or 1/0 CDMA version: 3 analog inputs, 6 programmable I /Os • Antenna Connections: RF - 50 Ohm SMA GPS - 50 Ohm SMA • RS -232: with adapter cable (300 - 115200 baud) APPLICATION INTERFACES • TCP /IP, UDP /IP, DHCP, HTTP, SNMP, SMTP, SMS, MSCI, NMEA, TAIP, GPS Binary LED INDICATORS • GPS • Network • Power APPLICATIONS: Fleet Management Automatic Vehicle Location Asset Tracking Vehicle Telemetry Mobile Resource Management Field Service mmmmmmmmmm maulrawannpo Sierra Wireless, the Sierra Wireless logo, AirLiN4 ALEOS and the red wave design are trademarks of Sierra S s E IR F1 A Wireless. Other registered trademarks that appear on this brochure are the property of the respective owners. W I R E L E S u A i r L i 1 p^1 1 k' © 2010 Sierra Wireless, Inc. www.sierrawireless.com e Antx M sse f. W _ t • The highly - configurable and robust integrated telemetry and alarm notification system )Tracking Overview Each monitored unit has a separate Messenger.The Messenger auto- matically transmits to the Antx Tracking system on a periodic basis and whenever a condition exceeds the desired limits. Along with each transmission is the GPS location of each unit so that they can be easily viewed on an interactive map. For example, notify designated personnel whenever the service hours reach 160 hours or fuel level drops 25 %, or when an engine has a CANbus diagnostic message. The Messenger is an integrated telemetry and alarm notification system designed to work seamlessly with electronic engine controllers, ECUs, and other devices that support the J1939 protocol over CANbus. When housed in the Deutsch weatherproof enclosure, the Messenger connects to the ECU through a single Deutsch 12- connector wiring harness. The GSM and GPS antenna connections are on either side of the 12- conductor plug. Antenna connections are 1 SMA connection for the GPS and 1 SMA -RP (reverse polarity) connection for the GSM /GPRS. A board -level version of the Messenger has a 16- position screw terminal removable plug instead of the 12- conductor Deutsch connector. The Messenger monitors up to 32 PGNs at speeds up to 1.25Mbits /second. The Messenger monitors many conditions and transmits them via GSM cellular trans- mission to the internet -based Antx Tracking System, for historical reporting and alarm notifications. Interfacing to back -end applications other than Antx Tracking is possible via either UDP or TCP connections. OEM Capabilities The Messenger is designed to provide a highly configurable, robust platform for OEM applications. The powerful 32 -bit processor, FLASH and SRAM on the Messenger allow for: • Virtual real -time transfer of monitored conditions; • Local computations from monitored conditions; • User - specified PGNs to be monitored; • Event and data logging; • Exception reporting to Internet- GSMIGPRS - UDP or TCP based applications; SMS updates, configuration changes, • Tunneling into the firmware download Messenger or equipment GPs attached to the Messenger \ \y, via a wireless connection; • SMS messaging sent on up, Diagnostics, g g Setup, Diagnostics, monitored conditions; Modbus Slave, Custom protocol • Parameter setting via SMS messaging. Analog input Voltage, me or resistive o . Arttx Closure to ground contacts 9 -30 V DC Antx, Inc I P.O. Box 200816 1 Austin,Texas 78720 15 12- 255 -2800 1 Fax: 512- 255 -8306 sales@antx.com I www.antx.com CANbus, J1939 � Antx M Physical Characteristics Electrical Sleep Mode: 12VDC @ 20mA Monitoring Mode: 12VDC @ 120mA GPRS Transmit mode: 12VDC @ 800ma peak Temperature Industrial temperature range: -40 to +70C NEMA 4X enclosure 5.5 "H x 5 "W x 1.3 "D, with mounting holes Messenger Board Specifications • 3.25" x 3.95" — GSM /GPS board piggy -backs on top of Messenger board — 4 mounting holes • CAN controller — Supports protocol version 2.0 part A and B /Active — Bit rates up to 1.25M bit /second — 32 independent PGN message objects • Port 1— RS232 or RS485 — Modbus RTU Slave • Port 2 — RS232 or RS485 — Modbus RTU Master or Special • Battery Backed up Real -Time Clock, event log, data log, and more —10 -year life • GSM -GPRS with SIM card holder embedded on Messenger • Certified with FCC, PTCRB and ATT for GSM /GPRS end -user applications • Extreme low power mode when engine is not running or other user - specified mechanists • 32 -bit processor • FLASH memory for application — download - able via serial port or via GSM connection — 512K • Low -low power SRAM — 512K — battery backed up • DIP switches to select: — Serial port function • Modbus Slave, Debug, None — Serial port interface • RS232 or RS485 per port — Modbus Slave ID • 126 -133 — Port 2 baud rate • 4800 -38400 • Event logger accessible via serial port or via GSM connection • 8 LEDs on -board indicate: — GSM status — GPS status — CAN status — Serial port status — Power — 2 available for user - specified conditions • General purpose inputs — 1 digital/1 analog on 12 -pin Deutsch connector — 3 digital /lanalog on 16 -pin pluggable connector — Digital inputs are contact closures to ground — Analog input is 10 -bit, 0 -3VDC or 0 -20ma or resistive input for fuel sender • Receive SMS messages for reconfiguration or on- demand reporting Amex Some Conditions Monitored Electronic Controller: • GPS Coordinates (location) • 1— General purpose on /off input • 1— Analog input • Standard values read via CANbus — Engine hours — RPM — Battery Voltage — Oil Pressure — Fuel Level — Oil Level — Oil Temperature — Coolant Level — Coolant Temperature — All fault conditions reported by PGN 65226 (DM1 - Diagnostic Message) — All fault conditions reported by PGN 60416 (TPCM used to report multiple diagnostic messages in a single CAN message ) • Optional values read via CANbus — Up to 8 User - specified PGN /FMI analog values — Up to 32 User - specified PGN /FMI on /off values Antx, Inc I P.O. Box 200816 1 Austin,Texas 78720 512- 255 -2800 1 Fax: 512- 255 -8306 sales@antx.com I www.antx.com Deutsch 12 Pin Connector Pluggable 3.81mm Connector Pin-- Function Pin= Function 1 9 -30VDC 1 User input 3 (contact closure to ground) 2 CAN High ( +) 2 User input 4 (contact closure to ground) 3 Ground 3 Analog input 4 Port 1 RS485- or RS232 RV (switch selectable) 4 External NVAKE or RESET or digital input (selectable) 5 Port 2 RS485 - or RS232 RV (switch selectable) 5 G Ground Port 2 RS485+ or RS232 TX (switch selectable) 6 External WAKE or RESET or digital input (selectable) 7 Port 2 RS485 - or RS232 RV (switch selectable) 7 Analog input 8 Ground 8 Port 2 RS485+ or RS232TX (switch selectable) 9 Port 1 RS485+ or RS232 TX (switch selectable) 9 Port 1 RS485+ or RS232TX (switch selectable) 10 Port 1 RS485- or RS232 RV (switch selectable) 10 Ground 11 Ground 11 CAN Low ( -) 12 CAN High ( +) 12 Ground 13 CAN Low ( -) 14 Ground Antenna Function 15 16 9 -30VDC Ground SMA GPS antenna connection (1575 MHz) SMA-RP GSM /GPRS antenna connection (1900MHz — reverse polarity) Antenna Function SMA GPS antenna connection (1575 MHz) SMA-RP GSM /GPRS antenna connection (1900MHz — reverse polarity) Physical Characteristics Electrical Sleep Mode: 12VDC @ 20mA Monitoring Mode: 12VDC @ 120mA GPRS Transmit mode: 12VDC @ 800ma peak Temperature Industrial temperature range: -40 to +70C NEMA 4X enclosure 5.5 "H x 5 "W x 1.3 "D, with mounting holes Messenger Board Specifications • 3.25" x 3.95" — GSM /GPS board piggy -backs on top of Messenger board — 4 mounting holes • CAN controller — Supports protocol version 2.0 part A and B /Active — Bit rates up to 1.25M bit /second — 32 independent PGN message objects • Port 1— RS232 or RS485 — Modbus RTU Slave • Port 2 — RS232 or RS485 — Modbus RTU Master or Special • Battery Backed up Real -Time Clock, event log, data log, and more —10 -year life • GSM -GPRS with SIM card holder embedded on Messenger • Certified with FCC, PTCRB and ATT for GSM /GPRS end -user applications • Extreme low power mode when engine is not running or other user - specified mechanists • 32 -bit processor • FLASH memory for application — download - able via serial port or via GSM connection — 512K • Low -low power SRAM — 512K — battery backed up • DIP switches to select: — Serial port function • Modbus Slave, Debug, None — Serial port interface • RS232 or RS485 per port — Modbus Slave ID • 126 -133 — Port 2 baud rate • 4800 -38400 • Event logger accessible via serial port or via GSM connection • 8 LEDs on -board indicate: — GSM status — GPS status — CAN status — Serial port status — Power — 2 available for user - specified conditions • General purpose inputs — 1 digital/1 analog on 12 -pin Deutsch connector — 3 digital /lanalog on 16 -pin pluggable connector — Digital inputs are contact closures to ground — Analog input is 10 -bit, 0 -3VDC or 0 -20ma or resistive input for fuel sender • Receive SMS messages for reconfiguration or on- demand reporting Amex Some Conditions Monitored Electronic Controller: • GPS Coordinates (location) • 1— General purpose on /off input • 1— Analog input • Standard values read via CANbus — Engine hours — RPM — Battery Voltage — Oil Pressure — Fuel Level — Oil Level — Oil Temperature — Coolant Level — Coolant Temperature — All fault conditions reported by PGN 65226 (DM1 - Diagnostic Message) — All fault conditions reported by PGN 60416 (TPCM used to report multiple diagnostic messages in a single CAN message ) • Optional values read via CANbus — Up to 8 User - specified PGN /FMI analog values — Up to 32 User - specified PGN /FMI on /off values Antx, Inc I P.O. Box 200816 1 Austin,Texas 78720 512- 255 -2800 1 Fax: 512- 255 -8306 sales@antx.com I www.antx.com