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HomeMy WebLinkAboutPublic Safety Medical Services/CFDPublic Safety Medical Services Fire Department 2011 Appropriation #407 -01; P.O. #24216 Contract Not To Exceed $100,000.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES "Agreement is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City and (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 "Services referenced herein; and 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 provided. Only after City has approved Professional's time and cost estimate for 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 the City's authorization 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. N Is vrapps I \usu data admin\LA W\ hanxlkPrnf Svcs Goods Svcs \Fire Dept \2011 \Public Safety Modica) Services Prof ssjmal Swices FORM Rev April 2011.dce:5/ 11/2011 11:23 AM] Public Safety Medical Services Fire Department 2011 Appropriation #407 -01; P.O. #24216 Contract Not To Exceed $100,000.00 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 407 -01 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters 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 One Hundred Thousand Dollars ($100,000.00) (the "Estimate Professional 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 a form 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 sixty (60) days from the date of City's receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City's prior written consent. [VIssvrapps Rosa data admin\LAW\sIare1\ProfSvcs Goals Svcs\Firc Dq,tt201 I\Puhlic Safety Medical Srrvics, Proft. nal Swices FORM Rev April 2011.doc:5/I 1/2011 11:23 AM] Public Safety Medical Services Fire Department 2011 Appropriation #407 -01; P.O. #24216 Contract Not To Exceed $100,000.00 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, 2011, 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. 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 Professional, without cause, upon thirty (30) days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional's receipt of City's "Notice To Cease Services." 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. 7.4 Relationship. 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 a result 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. [\Vssvrappsl\usa data adm AWAsharoNProfSvcs Goods Sves\Fl,c DepI\20111PUblic Saf ly Mulical Sirviuts Prof canal Savides FORM Rcpt April 201 l.dnc:5 /11/2011 11:23 AM] Public Safety Medical Services Fire Department 2011 Appropriation #407 -01; P.O. #24216 Contract Not To Exceed $100,000.00 7.5 Insurance. 7.6 Liens. 7.7 Default. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and /or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and /or because of any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make 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. 7.8 Government Compliance. Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional 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. (\\]ssvrapps1 user dal, adnm \LAW\sh at\Pro[Sves d Goods Svc,\Fire DTI\2011\Public Safety Malical S vice, Pmfcs4nal Strviccs FORM Rev April 201 I.dIw 5 /11/2011 11:23 AM] Public Safety Medical Services Fire Department 2011 Appropriation #407 -01; P.O. #24216 Contract Not To Exceed $100,000.00 7.10 Discrimination Prohibition. 7.11 Severability. 7.12 Notice. 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. 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. 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 Fire Department One Civic Square Carmel, Indiana 46032 ATTENTION: Chief Smith PROFESSIONAL: Public Safety Medical Services 324 East New York Street, Suite 300 Indianapolis, IN 46204 ATTENTION: Lora Lex 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. 7.13 Effective Date. Douglas C. Haney Carmel City Attorney One Civic Square Carmel, Indiana 46032 The effective date "Effective Date of this Agreement shall be the date on which the last of the parties hereto executes same. )\Ussvrappsl \u_.a dam- admin\LA Wvharal\; ,,[Sven Goods Svcs\Fire Dcpf\2011 \Public Safety Medical S,xvices Profec5nal S,rvires FORM Rev April 20l I.dnc:S /11/2011 1 1:23 AM) Public Safety Medical Services Fire Department 2011 Appropriation #407 -01; P.O. #24216 Contract Not To Exceed $100,000.00 7.14 Governing Law; Lawsuits. 7.15 Waiver. 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. 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. 7.16 Non Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.17 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. 7.18 Representation and Warranties. 7.19 Headings. 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. 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. 7.20 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. \\1ssvrapps l \u_s, data- admin\LAW\ haraf\Pro Svcs 8 Goods Svc.\Fire D pl\2U1 I \Puhlic Sakty Maliwl Savicu, Pro13,60011Sarvices FORM Rev April 2011.d0,35/11/2011 1 1:23 AM] Public Safety Medical Services Fire Department 2011 Appropriation #407 -01; P.O. #24216 Contract Not To Exceed $100,000.00 7.21 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, copying, protection and security of Professional's property. 7.22 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. 7.23 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. 7.24 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 properly coordinated with related work being carried on within City's organization. (remainder of page intentionally left blank) [\Ussvrappsl \user data adn. n\LA VOshared\ProfSn;s Goods Svcs\Fire Dyn\201 I\Puhlic Sality Medical St vico Prof peal St vice. FORM Rcv April 201 I.dtx:5 /I 1/2011 11:23 AMJ Public Safety Medical Services Fire Department 2011 Appropriation #407 -01; P.O. #24216 Contract Not To Exceed $100,000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety BY: BY: James Brainard, Presi in Offi Date: 6 ary Anf Burke, Me er Date: /s--__ ATTEST: Lori S. Watson,l/lember Date: U 4p 15 f i I J 1 D iana Cordray, IAMB Date: Jerk- Treasurer Lo X6- PUBLIC SAFETY MEDICAL SERVICES Authorized Signature Printed Name: LO/e/1 L. [_Lc Title: LIL J T MF J 4 GEfz FID/TIN: c) Last Four of SSN if Sole Proprietor: Date: 5- a5 O [\Vssvrappa I\u dam admin\LANOsharal\Prof.Sves Goad, Svcs Wire DepI\201 I\Public Safely Me licat Services Prules-gual S.M., FORM Rev April 21111 i /11/2011 11:23 AM] Method: of Payment Sworn Hazmat Team Department Budget X X The following when signed by Public Safety Medical (PSM) at 324 E. New York Street, Suite 300, Indianapolis, IN 46204 and Carmel Fire Department, 2 Civic Square, Carmel, IN 46032 will constitute our agreement for delivery of the services described below under the following terms and conditions. Scope of Services PSM agrees to provide the following services: 2011 Service Agreement ®Occ. Health Delivery Location: PSM Fishers Office Blood and Lab Work Medical Testing Physical Exam Fitness Services Web -Based Services,. Admin Fees SUBTOTAL Optional, Voluntary, Gender -Based Testing Vaccinations DESCRIPTION Blood.Panell'(CMP, CBC, Lipid, ".Veni)" Cholinesterase RBC Plasma (Blood) 1s` shot Cholinesterase RBC Plasma (Blood) 2 shot baseline Wellness Med. Te"sting: Vital Signs -ht, wt, BMI, BP, resp., pulse Bladder Cancer Screen Vision Acuity PFT Pulmonary Function Test Audiometry EKG w /interp Urinalysis Dipstick Kespirator[nnea Ica l:I-ceview;; Comprehen sive Physical Exam Health Risk Appraisal.(Motivation) Treadmill Submax Muscular Strength Endurance Test Flexibility Test Waist Hip Ratio Body Fat Test BIA OnMed-Program" No Show Fee Chest X Ray'(PA/LAT)" (every 4 yrs) Hep B Titer SAb Quantitative (if no record) HIV 1 2 (offered_ to all) PSA- Prostate Specific Ag (ages "40;),, Rectal /hemoccult:( men: ages Referral St :Vinceht(CCS) Hepatitis B_ (3 -shot series) (as needed)' I nfection I-ee 3500 3117 3117 12412 6000 6033 6050 6110 6090 6120 6020 6304 12500: 7000 2080 2040 2030 2018 2019 8135 8080 4000 3119 3125 3115" 6130" 2160 16 6170 $61' $45.90 $45.90 12416 $0 $45.90 $26.52 $33.66 $14.28 $20.40 $3.06 $1632 $99.96' $156 $26.52 $10.20 $3.06 $14.28 $40 Subtotal: $61.20 $35.70`;3 $13.26 $35.70 Included $100 $71.40 each $10.20 O p X X X X X X X X X X X X X X X $531.16 X X X X X X X X X X $45.90 Method of Payment The Carmel Fire Department will compensate for services rendered in the following manner: F: marketing /Goldmine templates 1 of 4 324 E. New York Street, Ste 300 Indianapolis, IN 46204 317.972.1180 Phone 317.972.1190 FAX Billing Bills are generated weekly. Net 15 days. Invoices will be sent to: David Haboush, Carmel Fire Department, 2 Civic Square, Carmel, IN 46032 Right to Receive Notice of Breach As required by the Health Insurance Portability and Accountability Act (HIPAA), PSM will provide a written notice to all Public Safety Medical Services employees in the event we learn of any unauthorized acquisition, use or disclosure of your personal health information (PHI) as a result of not being properly secured as required by HIPAA. We will notify employees of the breach as soon as possible but no later than sixty (60) days after the breach has been discovered. PSM will incur all expenses for notification and actions necessary to correct breach. Policy on Additional Testing In the event that PSM finds it necessary to perform additional testing at Carmel Fire Department expense and at the request of the medical director, the Carmel Fire Department representative will be notified in advance. Policy on Repeat Testing In the event that PSM finds it necessary to retest a patient due to a positive test result or the recommendation of the PSM medical director, the cost incurred will be billed to Carmel Fire Department if the retest was not based upon an error on the original test. The Carmel Fire Department representative will be notified in advance. If the retest is due to an error by PSM or a contracted laboratory or other representative, PSM will absorb any additional retest costs. No recommended actions will be made to Carmel Fire Department until PSM has received accurate retest information. Policy on Reporting Results PSM will provide a medical /respirator clearance letter for every patient. The letter will state whether or not the employee is medically cleared for duty. No specific medical test results for any patient are provided to any representative without the written consent of the patient unless required by law (i.e. OSHA). If during the medical evaluation, findings are such that the patient cannot be medically cleared for duty, the patient will be counseled as to the medical concerns and the need to limit duty assignment. The designated Carmel Fire Department representative will be notified, in general terms, of the need for duty restriction and any safety sensitive responsibilities. It will also be recommended that the patient be re- evaluated by PSM, after appropriate medical treatment, to provide final clearance of return to full duty after a release is first made by the patient's treating physician. PSM will assist the employee with providing related medical information and their job requirements to the treating physician to assist in their care. OnMed Permissions PSM will provide access to our proprietary online medical information system for the following individuals: Name: Name: Name: Name: Name: Name: Name: Name: Keith Smith David Haboush Steve Reeves Jeff Steele Gary Dufek Frank Vallone Bob Hensley Steve Edwards Dates and Location of Services Blood Draws- Dates: August (two sets of dates) Examinations- Dates: Aug -Sept Departmental Information Contact person: Name: E -mail: Address: Number of personnel: Total: 155 Career: 155 Special teams: Hazmat: F: marketing /Goldmine templates Title: Chief of Fire Title: Asst. Chief Title: Battalion Chief Title: Battalion Chief Title: Battalion Chief Title: Battalion Chief Title: Battalion Chief Title: Lieutenant Steve Reeves Title: Battalion Chief sreeves @carmel.in.gov 2 Civic Square, Carmel, IN 46032 2 of 4 Access Level: All access Access Level: All access Access Level: All access Access Level: All access Access Level: All access Access Level: All access Access Level: All access Access Level: All access Location: TPD (Stations) Time: 7:OOAM Location: PSM Fishers Office, 11530 Allisonville Road Phone: (317)571 -2600 Price Increases Price increases for the following year will be made known by June of the current year. Pricing reflected above is valid through December 31, 2011. Records and Accounts PSM shall maintain accurate records and accounts of all transactions relating to the Services performed by it pursuant to this Agreement. Exam Arrival Time To optimize the service provided to Carmel Fire Department personnel, we request that you send your personnel 15 minutes prior to their appointment time. When Running Late If your personnel are running late for their appointment(s), please call your client manager whose name and number is listed on the signature page. This will ensure that appropriate arrangements may be made at PSM to accommodate your personnel or potential rescheduling. Cancellations and No Shows Cancellations should be made at least 3 days (1 shift for fire departments) prior to the scheduled appointment. This enables PSM with enough notice to offer the appointments to another department and properly prepare. Any scheduled appointment that results in a No Show, or if the cancellation is less than a 3 -day notice, will result in a No Show penalty fee of $40 per person. The Carmel Fire Department representative will be contacted prior to any fees being assessed. Liability and Indemnification PSM shall have no liability whatsoever to Carmel Fire Department for any error, act or omission in connection with the services to be rendered by PSM to Carmel Fire Department hereunder unless any such error, act or omission derives from willful misconduct or gross negligence. Insurance PSM maintains insurance to protect it and Carmel Fire Department from the claims set forth below which may arise out of or result from PSM operations under this Agreement, whether such operations be by PSM or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1. Claims under Workers' Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work; 2. Claims for damages because of bodily injury and personal injury, including death, and; 3. Claims for damages to property PSM insurance shall be not less than the acceptable industry standards for the performance of medical and occupational health related services. Confidentiality PSM agrees to hold in strict confidence, and to use reasonable efforts to cause its employees and representatives to hold in strict confidence, all confidential information concerning Carmel Fire Department furnished to or obtained by PSM in the course of providing the agreed -upon services. PSM will not disclose or release any such confidential information to any person, except its employees, representatives and agents who have a need to know such information in connection with PSM performance under this Agreement or by the express written consent of a Carmel Fire Department employee. Proprietary Information PSM asks that all information provided within this document be held confidentially and not shared with any related providers, those organizations who could be considered competition to PSM, other fire or law enforcement organizations, or unnecessary personnel within the Carmel Fire Department. F: marketing /Goldmine templates 3 of 4 Termination for Convenience Either PSM or Carmel Fire Department may terminate this Agreement at any time by giving thirty (30) days written notice. PSM shall be entitled to payment for deliverables in progress, to the extent the work has been performed satisfactorily. Term of Agreement This agreement and pricing is valid through December 31, 2011. Questions regarding this Agreement may be directed to the Client Manager below at 317.972.1180. Public Safety Medical Carmel Fire Department Lora L. Lex Name Printed Name Signed Client Manager Title April 22, 2011 Date F: marketing /Goldmine templates 4 of 4 Name Printed Name Signed Title Date Your Public Safety Medical Contact Client Manager: Lora Lex Office: 317.972.1180, ext. 345 Mobile: 317.331.6806