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HomeMy WebLinkAboutSt. Vincent Hospital and Health Care Center Inc. dba Ascension St. Vincent Sports Performance Prof/CFD/$70,000/St. Vincent Hospital and Health Care Center, Inc. d/b/a Ascension St. Vincent Sports Performance Carmel Fire Department - 2021 Appropriation #1120 43-407.99 P.O.#104459 Contract Not To Exceed $70,000.00 AGREEMENT FOR PROFESSIONAL SERVICES and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter City"), and St. Vincent Hospital and Health Care Center, Inc. d/b/a Ascension St. Vincent Sports Performance hereinafter "Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1 INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2 SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of horization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. S:\\Contracts\\Forms\\SVSP CFD 2021 Agreement Tactical.doc:2/9/2021 12:10 PM\] 1 By Jon Oberlander at 2:04 pm, Apr 29, 2021 DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911 St. Vincent Hospital and Health Care Center, Inc. d/b/a Ascension St. Vincent Sports Performance Carmel Fire Department - 2021 Appropriation #1120 43-407.99 P.O.#104459 Contract Not To Exceed $70,000.00 SECTION 3 CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 1120 43-407.99 funds. 3.5 regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Seventy Thousand Dollars ($70,000.00ofessional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on aform containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2021, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. S:\\Contracts\\Forms\\SVSP CFD 2021 Agreement Tactical.doc:2/9/2021 12:10 PM\] 2 DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911 St. Vincent Hospital and Health Care Center, Inc. d/b/a Ascension St. Vincent Sports Performance Carmel Fire Department - 2021 Appropriation #1120 43-407.99 P.O.#104459 Contract Not To Exceed $70,000.00 SECTION 7 MISCELLANEOUS 7.1 Termination 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4Relationship The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as aresult of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.5 Insurance 7.5.1 Professional Liability. During the Term, SVSP agrees to carry sufficient Medical Malpractice Insurance or a policy of self-insurance) with those limits so as to qualify SVSP as aprovider under the Indiana Medical Malpractice Act (I.C. § 34-18 et seq.) and SVSP agrees to be and remain a qualified provider thereunder. SVSP shall provide to Customer proof of such coverage upon reasonable request. 7.5.2 Comprehensive and Property Damage Liability. Each Party shall carry occurrence form, Primary Commercial General Liability in minimum limits of $1,000,000 each occurrence and $2,000,000 general aggregate, combined single limit on $1,000,000 bodily injury and $1,000,000 property damage and 2,000,000 general aggregate. S:\\Contracts\\Forms\\SVSP CFD 2021 Agreement Tactical.doc:2/9/2021 12:10 PM\] 3 DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911 St. Vincent Hospital and Health Care Center, Inc. d/b/a Ascension St. Vincent Sports Performance Carmel Fire Department - 2021 Appropriation #1120 43-407.99 P.O.#104459 Contract Not To Exceed $70,000.00 7.6 Liens filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to 7.7 Default In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professio progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8Government Compliance Professional agrees to comply with all laws, executive orders, rules and regulations applicable to al licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. S:\\Contracts\\Forms\\SVSP CFD 2021 Agreement Tactical.doc:2/9/2021 12:10 PM\] 4 DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911 St. Vincent Hospital and Health Care Center, Inc. d/b/a Ascension St. Vincent Sports Performance Carmel Fire Department - 2021 Appropriation #1120 43-407.99 P.O.#104459 Contract Not To Exceed $70,000.00 7.11 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit D, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-verify program, and ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit C. In support of the Affidavit, Professional shall provide the City with documentation that ithas enrolled and is participating in the E-Verify program. This Agreement shall not Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven 7) days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7.12 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. 7.13 Notice Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Corporation Counsel Fire Department Department of Law Two Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 ATTENTION: Chief David Haboush S:\\Contracts\\Forms\\SVSP CFD 2021 Agreement Tactical.doc:2/9/2021 12:10 PM\] 5 DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911 St. Vincent Hospital and Health Care Center, Inc. d/b/a Ascension St. Vincent Sports Performance Carmel Fire Department - 2021 Appropriation #1120 43-407.99 P.O.#104459 Contract Not To Exceed $70,000.00 PROFESSIONAL: St. Vincent Sports Performance St. Vincent Parkwood West 14455 Clay Terrace Blvd. Attn: Contract Management Carmel, IN 46032 250 W. 96thStreet, Suite 400 Indianapolis, IN 46260 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date 7.15 Governing Law; Lawsuits This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.16 Waiver Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non-Assignment Professional shall not assign or pledge this A prior written consent. 7.18 Entire Agreement This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.19 Representation and Warranties Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. S:\\Contracts\\Forms\\SVSP CFD 2021 Agreement Tactical.doc:2/9/2021 12:10 PM\] 6 DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911 St. Vincent Hospital and Health Care Center, Inc. d/b/a Ascension St. Vincent Sports Performance Carmel Fire Department - 2021 Appropriation #1120 43-407.99 P.O.#104459 Contract Not To Exceed $70,000.00 7.20 Headings All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.21 Advice of Counsel The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.22 Copyright City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, 7.23 Personnel Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. 7.25 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is pro 7.26 Debarment And Suspension 7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political s of this Agreement means an S:\\Contracts\\Forms\\SVSP CFD 2021 Agreement Tactical.doc:2/9/2021 12:10 PM\] 7 DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911 St. Vincent Hospital and Health Care Center, Inc. d/b/a Ascension St. Vincent Sports Performance Carmel Fire Department - 2021 Appropriation #1120 43-407.99 P.O.#104459 Contract Not To Exceed $70,000.00 officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Professional. 7.26.2The Professional certifies that ithas verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and uired by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 7.27 Access to Public Records Act iana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the ss to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. 7.28 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. S:\\Contracts\\Forms\\SVSP CFD 2021 Agreement Tactical.doc:2/9/2021 12:10 PM\] 8 DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA ST. VINCENT HOSPITAL AND HEALTH CARE CENTER, INC. d/b/a ASCENSION ST. VINCENT SPORTS PERFORMANCE by and through its Board of Public Works and Safety BY: BY: James Brainard, Presiding Officer Authorized Signature Date: Printed Name: Title: Mary Ann Burke, Member Date: FID/TIN: Last Four of SSN if Sole Proprietor: Lori S. Watson, Member Date: Date: ATTEST: Sue Wolfgang, Clerk Date: Jonathan Nalli CEO - St. Vincent Health, Inc. 4/29/2021 DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911 5/6/2021 5/6/2021 5/6/2021 5/6/2021 Exhibit A STATEMENT OF WORK 2021 ASVSP Tactical Athlete Program Carmel Fire Department Ascension St. Vincent Sports Performance will provide the following services to the Carmel Fire Department as outlined below: Tactical Rehabilitation & Performance Customized rehabilitation and performance services will be designed based upon the results of the firefighter Functional Movement Screen (FMS) and hands-on assessment of mobility and stability throughout the body. ASVSP will deliver this program by: Ascension St. Vincent Sports Performance (ASVSP) will immerse a licensed athletic trainer (tactical athletic trainer) into the Carmel Fire Department for 40 hours per week to provide injury prevention, assessment, recognition and management to reduce time-loss and related expenses for Carmel Fire Department tactical athletes. The tactical athletic trainer will: Be a full-time ASVSP associate dedicated to the Carmel Fire Department Follow arotating schedule M-F. The schedule may flex to accommodate larger/higher volume fire stations Establish a process for Carmel Fire Department tactical athletes to receive immediate, same day/next day care during off-hours Establish a process for Carmel Fire Department tactical athletes to receive tactical athletic trainer Collaborate with Carmel Fire Peer Fitness Trainers to ensure a comprehensive plan is in place to support the recovery of each tactical athlete Performance Center between Monday through Friday, when needed. *Services billable through insurance Utilize Healthy Roster, an electronic medical record management system to maintain accurate records for every injury and treatment, and provide regular reports to CFD leadership. Tactical Medicine Carmel Fire Department tactical athletes will receive accelerated access to our fellowship trained sports medicine physicians located at our Clay Terrace Performance Center (Monday through Friday) Tactical Nutrition ASVSP will provide a dietitian for an average of 4 hours per week (virtually and in-person) to design a customized nutrition program based upon the outline of available services listed from the menu below. CFD leadership will help identify which nutrition services the department wishes to utilize with the allotted time. Individual needs may be based upon results of body composition, sweat data and Ascension Public Safety Medical annual physical data. ASVSP will identify at-risk individuals for diabetes, hypertension, high cholesterol, and those who are not at risk but interested in improving nutrition related behaviors and performance within Carmel Fire Department. Available Nutrition Service Menu: Virtual or In Person Presentations o Topics will be targeted to specific needs, such as: Performance Grocery Shopping Meal planning DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911 Pre/During/Post Run Nutrition Hydration Leadership of a private Facebook group o Host videos and educational material in a private Facebook group to allow Carmel Fire Department tactical athletes to receive daily education. 2-4 posts/video per week (videos, pictures, recipes) Polls to learn about firefighter needs Polls to show firefighter progression Show engagement of videos/posts Virtual grocery store tour Eat Love Meal Planning System o Eat Love is a meal planning app for Carmel Fire Department tactical athletes and their families which ensures medical nutrition diet needs met through an individualized meal plan (high cholesterol, diabetes, etc) In-Person or Virtual Nutrition Counseling Sessions Fire Station Cookbook o Specialized cookbook in each fire station Create cooking videos based on this cookbook Quarterly Newsletter - sent to tactical athletic trainer to disburse to members of Fire Dept. and posted in each fire station; Healthy Snack Station Shopping List o Organization plan for ease of healthy snacking accessibility. Recommend proper fueling and hydration options to maintain energy levels and promote muscle recovery when stocking the Rehab Support Vehicle Sweat Composition Testing o Utilize the My Sweat Rate App + sweat concentration test to show sweat and hydration needs. **Only needed for new hires after the department has been tested. Body Composition Analysis: On an annual basis, SVSP will conduct Body Composition testing for Carmel Fire Department tactical athletes utilizing BODPOD or SECA. Tactical Strength and Fitness ASVSP will provide a performance coach (strength coach) for up to 8 hours per month. Services may include: Enhance the offerings provided by the peer fitness trainers (PFTs), as well as provide 1:1 firefighter coaching. Host monthly Tactical Athlete strength & fitness worksho trainers (PFTs) and tactical athletes (firefighters) to improve resiliency to injury, mobility, endurance, strength and improve their overall health. An ASVSP Strength & Conditioning coach will host educational workshops to further enhance knowledge- Tactical Recovery ASVSP will deliver 3 seminars (virtually or in-person) on sleep improvement, utilizing an Ascension St. Vincent Sleep specialist physician. Tactical Mental Health ASVSP will provide aperformance psychologist for 24 hours per year Provide seminars for tactical athletes Be available for tactical athlete leaders to ensure they have the tools they need to coach and mentor tactical athletes through injury, recovery, reintroduction to activity and high performance. DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911 EXHIBIT B Invoice 5 NameofCompany: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Goods/Services Provided Cost PerDate Hourly Total Goods/ Rate/ Goods/Services (Describe each good/service Item Service Hoursseparatelyandindetail) Provided Worked GRAND TOTAL t bƒ DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911 Jonathan Nalli 29th April 21 Jonathan Nalli Jonathan Nalli DocuSign Envelope ID: 710FC968-C9EA-4E5C-9F05-815F1889A911