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Thomas A Brady Sports Medicine d/b/a Methodist Sports Center/Police/50,000/Sports Medicine & Athletic Training Services for CPD Thomas A.Brady Sports Medicine,P.C.d/b/a Methodist Sports Center Police Department-2019 Appropriation#43-419.99;P.O.#103098 tj Contract Not To Exceed$50,000.00 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 Thomas A. Brady Sports Medicine, P.C.d/b/a Methodist Sports Center(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. ISCrn4ats•R.{Samoa&Gonda Sr:r`P..Lx Dep1,2019\Thom..A Wady 51•eu111aS.me I'Cdb..\ktl..d.uWas Skd..,c Plores,o011Scrs..e.,d..1013/201910:,7 A,\I) niff6 Thomas A. Brady Sports Medicine,P.C.d/b/a Methodist Sports Center Police Department-2019 Appropriation#43-419.99;P.O.#103098 Contract Not To Exceed$50,000.00 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 43-419.99 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 Fifty Thousand Dollars ($50,000.00) (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 thirty five (35) 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. IS'Cwtaa.t,l5,{5,a A Goofs S,c,`P,9t.e Deµ'20191110inss A Ik dy Sleets\kdwne PC Wu Methodist S,..n 5kdtatie Ptak sown al Set ewe•.do::10/1/201910:57 A.\fl 2 Thomas A.Brady Sports Medicine,P.C.d/b/a Methodist Sports Center Police Department-2019 Appropriation#43-419.99;P.O.#103098 Contract Not To Exceed$50,000.00 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, 2019, 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. (S:'C.au•i`Pi.d S.r.R(K..1.S:'Puli.eD p 201mTh.nna+A Biady S,.r 1.AIr.L..ne PC dh.Nletb..li.l Sp, sSled,:ine Pt.(e+.aw 1 S. ,e d...-10,3i201Y 10.01 M(l 3 Thomas A.Brady Sports Medicine,P.C.d/b/a Methodist Sports Center Police Department-2019 Appropriation#43-419.99;P.O.#103098 Contract Not To Exceed$50,000.00 7.5 Insurance 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. 7.6 Liens 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. 7.7 Default 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. ISY'nntea.n`PrMS.':s&G.,I,s.:sr,J.De,l\2019.ihwea A Body Sy.ts Nfedume PC dim\kUwdnt Spits Malt..Prokmon51 Sn,re46a-In,aoI)fins)A.SIj 4 1 Thomas A.Brady Sports Medicine,P.C.d/b/a Methodist Sports Center Police Department-2019 Appropriation#43-419.99;P.O.#103098 Contract Not To Exceed$50,000.00 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. 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 D. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program.This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City's authorized representative. 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 the unauthorized alien within thirty(30)days("Cure Period"). Should the Professional or any subcontractor of 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. IS'C.utraa:Pn(.5,“A Gu.k Sv,S'ol,;e lkri`.019'•ILun.A 01.1)5pktu Skd,rurc PC Jha Skihuh.l Sp,.i..kd,.inc n,9nwral So.",d, IN3/2019 10:57 AM 5 Thomas A.Brady Sports Medicine,P.C.d/b/a Methodist Sports Center Police Department-2019 Appropriation#43-419.99;P.O.#103098 Contract Not To Exceed$50,000.00 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 Douglas C. Haney Police Department Corporation Counsel Three Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 PROFESSIONAL: Thomas A. Brady Sports Medicine, P.C.d/b/a Methodist Sports Medicine 201 Pennsylvania Parkway Suite 100 Indianapolis, Indiana 46280 Attention: Martin Rosenberg, MSM 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 The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 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 Agreement nor delegate its obligations hereunder without City's prior written consent. 15•Cwiu+.e"Rri 5.s&G..d.S.n`reli.c pere,2O17.7Lom.s A 13rah 4.40\k.h iuc rt-J1.s 7.1.6,010 S{.as Rofc voW Sarr.e.J...1094019 10:57 AM! 6 Thomas A.Brady Sports Medicine,P.C.d/b/a Methodist Sports Center Police Department-2019 Appropriation#43-419.99;P.O.#103098 Contract Not To Exceed$50,000.00 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. 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, copying, protection and security of Professional's property. 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. Is,Cmaxli r4Aa R G..h Ssa`Pub,De,P?oIY`.Thomas A Drad,Siva.NI J.;iuc K dba Shthod,,1 Sptu SkJuuw I,,r,,w,$Sncns,d...II 3t2019 10 51 A%II 7 Thomas A.Brady Sports Medicine,P.C.d/b/a Methodist Sports Center Police Department-2019 Appropriation#43-419.99;P.O.#103093 Contract Not To Exceed$50,000.00 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 properly coordinated with related work being carried on within City's organization. 7.26 Debarment And Suspension 26.1 The Vendor 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 subdivision of the State of Indiana. The term "principal" for purposes of this Agreement means an 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 Vendor. 26.2 The Vendor certifies that it has 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 Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City's request, take all steps required 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 Professional understands and agrees that any"public record", as that term is defined in Indiana 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 provisions of Indiana's Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et sec., as amended. (remainder of page intentionally left blank) IS.`C4vaa:ls`Pnd.S,s R GN.S.:atPol.Deph1019,11sum. A Body Sp.n\4shme PC Oa',dm.hsa Speta 1kh:uiePiMesu.wal S". .,dm 10/3/2Ul910:57 A)B 8 Thomas A.Brady Sports Medicine,P.C.d/b/a Methodist Sports Center Police Department-2019 Appropriation#43-419.99;P.O.#103093 Contract Not To Exceed$50,000.00 IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA Thomas A. Brady Sports Medicine, P.C. by and through its Board of Public d/b/a Methodist Sports Medicine Works and Safety BY: BY: ii \C5-- r-Ro-F /74/1C7----/7 James Brainard, Presiding Officer Authorized Signature Date: 4/2 )4/ay&:.• )e9Ai Printed Name:/)/Wt,' / d ? 'i3 jt9 Kr Title: t' . i 0 Mary Any ND urke, Me e Date: FID(fIN: 3 S /' ,( Lf 3 3 Last Four of SSN if Sole Proprietor: Lori S.W..ai ,M tuber Date: / / / / / / Date: 1/�ache, A EST• 72 -(-;-/t,t..c JV.k_f—cd Christine S. Pauley,Clerk-Tre sur r bate: /////J 0�; Is.�rtnx+s'3t..fSna A.Gad,5,s0R.4:e Uela'_014i14.xn.A Wady Spxt•SkJ,.w<PC JN Sk0,..445pcisNkJwioe Pn .a•kw..ai Snsi.c.6.:10/3l301.110:51 A\I1 j SPORTS MEDICINE AND ATHLETIC TRAINING SERVICES AGREEMENT This Sports Medicine and Athletic Training Services Agreement(the"Agreement")is made and entered into and effective as of the 1st day of September,2019(the"Effective Date"),by and between the Cannel Police Department(CPD)and Thomas A.Brady Sports Medicine,P.C.d/b/a Methodist Sports Medicine("MSM"). RECITALS: WHEREAS,the CPD desires to establish a working relationship with an independent health care provider to provide sports medicine and athletic training services to the CPD;and WHEREAS,MSM is capable and willing to provide sports medicine and athletic training services and to manage athletic training services at the CPD; NOW,THEREFORE,in consideration of the mutual covenants and agreement set forth herein and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the CPD and MSM hereby agree as follows: 1. Management of Athletic Training Services. a. MSM will establish appropriate care,competency,and clinical protocols for the athletic trainer(s)providing services to the employees of the CPD(the"Protocols"). b. MSM and the CPD will jointly work together to allow MSM to provide athletic training and medical staff services to employees of the CPD in accordance with the Protocols and this Agreement. 2. Sports Medicine and Athletic Training Services.MSM will provide the following services to the CPD: a. Establish and update(during the term of this Agreement)the Protocols consistent with the best practices for athletic training services; b. Provide care which will include,but not limited to,physical therapy,chiropractic care, sports medicine and athletic training services; c. All such services and the services set forth in Section 3 below(the"Services")will be provided by duly qualified and licensed personnel in accordance with the terms and conditions stated in this Agreement as well as compliance with all applicable federal and state requirements and any requirements or policies and procedures of fire service regulatory agencies. 3. Sports Medicine and Other Services.MSM will be allowed to bill reasonable professional fees associated with the provision of care outside of the scope of Athletic Training Services which may include,but are not limited to,medical services,chiropractic care, bracing,splinting, orthotics,durable medical equipment,imaging and administration/dispensing of medication. MSM will be solely responsible for any such billing of its services and for appropriate physician involvement and oversight of these services. Nothing in the Agreement is intended to restrict MSM's or its personnel's exercise of his or her professional judgement in the provision of care to patients. Exhibit 1°4- 4. Facility Use. The CPD agrees to provide a location to render sports medicine and athletic training services. 5. Payment. a. MSM and the CPD agree to share the cost of one full time equivalent(FTB)athletic trainer,split 50/50. b. CPD agrees to compensate MSM a maximum of$50,000 annually with a 3%annual increase to account for cost of living adjustments of the athletic trainer. The exact amount will be determined after the successful hiring of an athletic trainer,but total payment shall not exceed$50,000 annually with a 3%annual increase. MSM shall notify the CPD of the final compensation amount,no more than seven(7)business days following the successful hire of the athletic trainer. c. Fringe benefit costs arc included which have been calculated based on rates which are both necessary and consistently applied by MSM. d. MSM will invoice no more frequently than quarterly. e. CPD will make every effort to ensure that payments are processed within thirty(30)days of received invoice. f. MSM reserves the right to initiate termination of the Agreement should payment be delayed,without mutual agreement by both Parties,by more than sixty(60)days. 6. Licenses/Permits.At the commencement of this Agreement and during its Term,MSM will secure and maintain all licenses,permits,and certifications required to provide the Services hereunder. MSM and its employees,contractors or agents will operate without any restriction, sanction,discipline,probationary status or other limitation on any license,certification or accreditation related to or associated with the Services provided under this Agreement. MSM will also ensure that all of its employees,contractors and agents maintain all licenses,permits and certifications required by federal,state or local laws with respect to the Services provided by MSM and by said individuals and that said individuals only provide services that are within the scope of their respective licensure,permit or certification. MSM will also perform reasonable and necessary credentialing functions,including personal and professional background checks for all licensed professionals providing Services. MSM will ensure that any personnel providing Services hereunder are Basic Life Support(BLS)certified on or before commencement of the initial term of this Agreement,and will continue to be BLS certified during the initial and any renewal term of this Agreement. MSM will provide current proof of licensure for itself or its employees,contractor and agents upon the CPD's request.MSM will notify the CPD in the event that any of the foregoing qualifications of MSM or its employees,contractors or agents are no longer true and accurate. MSM will further notify the CPD of any threatened or pending malpractice claim or other patient-related litigation related to any of the employees,contractors or agents that provide services under this Agreement. 7. Warranty.MSM warrants that neither it nor any of its employees,contractors or agents are currently,or have ever been sanctioned,suspended,excluded or disbarred from any federal health care program,including without limitation,the Medicare or Medicaid programs. 8. Administrative Responsibilities.MSM agrees that it will be responsible for maintaining and securing any health information including patient information and medical records,in accordance with any state and federal legal and regulatory requirements. MSM will also be responsible for confidentiality and security measures with respect to health information for the services provided with any services provided to patients. The ownership and right of control of all reports,recor s Exhibit and supporting documents,including patient information and medical records,prepared in connection with any services rendered belongs exclusively to MSM. This section will survive the expiration or earlier termination of this Agreement. 9. Exclusive Provider. It is the intent of the parties that,throughout the term of this Agreement, MSM shall be the exclusive provider to the CPD and its employees for the Services;provided however,that such exclusivity would not apply in the following instances: a. an emergency situation,in which case the individual will be directed to the nearest hospital emergency room; b. if the individual expresses a preference for a different provider,practitioner,or supplier; c. if the individual's insurer determines the individual should be treated by a different provider,practitioner,or supplier,or d. if treatment by MSM is not in the individual's best medical interests. 10. Term and Termination. Unless terminated earlier as provided herein,this Agreement will commence on the Effective Date and continue for a period of Two(2)years,and thereafter will automatically renew for periods of one(1)year unless written notice of non-renewal is provided at least one hundred twenty(120)days prior to the end of the current term. If MSM fails to comply with any term or provision of this Agreement and fails to cure such default with the grace periods provided therein,the CPD may terminate this Agreement by providing MSM with fifteen (15)days written notice of termination. Either party may terminate this Agreement without cause by providing the other party with six(6)months prior written notice. 11. Insurance.MSM will provide and maintain throughout the duration of this Agreement such professional liability or self-insurance for itself and its personnel in such amounts as are necessary for itself and its personnel as applicable to be"qualified providers"under the Indiana Medical Malpractice Act,as amended. MSM further agrees to maintain such professional liability or self-insurance coverage in the amounts of required under this Section of this Agreement for all services provided by itself and its personnel until the statute of limitations expires for the filing of malpractice claims pertaining to the provision of the services. MSM will notify the CPD of cancellation or material modification of the coverage under any such professional liability insurance covering its employees in full compliance with the laws of the State of Indiana;and insurance or self-insurance of commercial general and public liability insurance in minimum amounts of One Million Dollars($1,000,000.00)per occurrence,Two Million Dollars($2,000,000.00)aggregate and One Hundred Thousand Dollars($100,000.00) property damage per occurrence. Such instance must include broad form contractual liability insurance insuring MSM's obligations under this Agreement. The commercial general and public liability insurance must name the CPD and their officers,members,directors,employees,and agents as additional insured. 12. Own Acts and Indemnification. a. Each party will be responsible for its own acts or omissions and any and all claims, liabilities,injuries,suits,demands and expenses of all kinds which may result or arise out of any alleged malfeasance or neglect caused or alleged to have been caused by either party or their employees,contractors or agents in the performance or omission of any act or responsible of either party of this Agreement. Exhibit b. MSM agrees to defend,indemnify and hold harmless the CPD,its officers,council members,employees and agents from any loss,cost,damage,expense,attorneys' fees, and liability by reason of bodily injury, death,property damage,or all of the foregoing,of whatsoever nature or kind,arising out of or as a result of the alleged or actual willful or negligent act or omission of MSM,its employees,contractors or agents including,but not limited to,its medical professionals related to(i)the performance or non-performance of the Services under this Agreement;or(ii)the violation of any applicable law,regulation or rule. c. The CPD agrees to defend,indemnify and hold harmless MSM,its successors,assignees, trustees,directors,officers,agents and employees from any loss,cost,damage,expense, attorney's fees,and liability solely arising out of the breach of its obligations under this Agreement. Notwithstanding anything contained herein to the contrary,the CPD liability and any obligation to defend,indemnify,or hold MSM harmless shall be limited in substance by statutes designed to protect and limit the exposure and liability of the CPD as an instrumentality of the State of Indiana(e.g.actions and conditions as to which the CPD is immunized by the Indiana Tort Claims Act,dollar limits stated in such Act, exemption from punitive damages,and the continued ability to defeat claims by reason of contributory negligence or fault of the claimant),so that the CPD's liability and obligation to indemnify and hold harmless will not exceed what might have been paid directly to the claimant if sued directly by claimant and all appropriate defenses had been raised by the CPD. d. This section will survive the expiration or earlier termination of this Agreement. 13. HIPAA Compliance. MSM and its personnel will comply with all applicable laws,rules and regulations governing the privacy of protected health information and medical records including, but not limited to the Health Insurance Portability and Accountability Act of 1996,as amended from time to time("HIPAA"),the privacy provisions(Subtitle D)of the Health Information Technology of Economic Clinical Health Act,Division A,Title XIII of Pub.L: 111-5,and its implanting regulations,as amended from time to time(HITECH Act"). The parties agree that the CPD is not intended to serve as a business associate of MSM with respect to the Services or other activities of MSM under this Agreement or any other relationship between MSM and the CPD. Notwithstanding the foregoing,in the event that the parties determine that the CPD is serving as a business associate,then it will execute a standard Business Associate Agreement as an addendum to this Agreement,provided that such agreement will only extend to the Services provided by the CPD to or for the benefit of MSM under this Agreement. 14. OSHA Compliance. MSM and its personnel will comply with all applicable Occupational Safety and Health Administration("OSHA")regulations and standards including,but not limited to,rules,pertaining to blood borne pathogens and the disposal and removal of any waste that is generated as a result of the services provided hereunder,including bodily fluids. 15. Notices.All notices and demands which may or are required to be given by either party to the other hereunder will be in writing and will be deemed to have been fully given three(3)days after being deposited with the United States Postal Service,or its successor,as certified or registered mail,postage prepaid,and addressed as follows. All notices and demands which may or are required to be given by either party to the other hereunder will be in writing will be deemed to have been fully given five(5)days after being deposited with the United States Postal Service,or its successor,as certified or registered mail,postage prepaid,and addressed as follows: Exhibit Carmel Police Department: 3 Civic Square Carmel,IN 46032 Attn: Chief James Barlow MSM: 'Thomas A.Brady Sports Medicine,P.C. d/b/a Methodist Sports Medicine 201 Pennsylvania Parkway,Suite 100 Indianapolis,Indiana 46280 Attn:Martin Rosenberg,MSM 16. Independent Relationship. Each party is at all times acting and performing as an independent contractor with respect to the other party,and no party will have or exercise any control or direction over the method by which the other party will perform such work or render or perform such services and functions under this agreement. 17. Non-Discrimination.The parties agree that they and their respective employees,contractors,and agents will not discriminate in the provision of Services under this Agreement based upon race, color,religion,gender,disability,national origin,ancestry,age,sexual orientation,gender identity,United States military service veteran's status,genetic information or any other basis as may be a recognized protected class during the term of this Agreement. The parties affirm that they are equal opportunity employers and will comply with all applicable federal,state,and local laws,regulations,and executive orders. 18. Governing Law,Wavier of Trial by Jury,and Venue.The parties affirm that this Agreement has been entered into the State of Indiana and will be construed in accordance with the laws of the State of Indiana. THE PARTIES EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,PROCEEDING OR. COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER ON ANY MATTERS ARISING OUR OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, AND/OR ANY CLAIM FOR INJURY OR DAMAGE FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, EACH PARTY HEREBY IRREVOCABLY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COUNTY,CIRCUIT OR SUPERIOR COURTS LOCACTED IN HAMILITON COUNTY,INDIANA. EACH PARTY IRREVOCABLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT,ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT SUCH SUIT,ACTION OR PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 19. Further Assurances.Each party will,from time to time,upon reasonable request by the other party,execute such additional documents as reasonably may be required to effectuate the purpose of this Agreement. The parties also agree to meet from time to time upon either parry's reasonable request of the other,to discuss the reasonable needs and/or concerns of the parties. IN WITNESS WHEREOF,the parties have entered into this Agreement to be effective as of the date set forth above. Exhibit r EXHIBIT B Invoice Date: Name of Company: Address &Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name t EXHIBIT C INSURANCE COVERAGES Worker's Compensation&Disability Statutory Limits Employer's Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage, contractual liability, products-completed operations: General Aggregate Limit(other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal &Advertising Injury Policy Limit: $500,000 Each Occurrence Limit: $250,000 Fire Damage(any one fire): $250,000 Medical Expense Limit(any one person): $ 50,000 Comprehensive Auto Liability(owned,hired and non-owned) Bodily Single Limit: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 EXHIBIT D AFFIDAVIT A1 M `tJl{11.)1 C��1 e ,being first duly sworn,deposes and says that he/she is familiar with and has personal knowledge of the facts herein and,if called as a witness in this matter,could testify as follows: 1. I am over eighteen(18)years of age and am competent to testify to the facts contained herein. 2. I am now nd at all times r le ant herein have been employed by I e-'y((5-T ` tY net e (the"Employer") in the position of h reC4L)[( ftui1af -APSnu C e 3 3. I am familiar with the employment policies,practices,and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E-Verify program and has provided documentation of such enrollment and participation to the City of Cannel, Indiana_ 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the rd slay of Q �1\P be r ,20 1 (AK_ C 1(0-k. •V:k Printed: 11M ti1l1.-)1(AC\ C� I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. Q Printed: A l l 11 z Ath INDIANA RETAIL TAX EXEMPT Page 1 of 1 City of Carmel CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 103098 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,A'P CARMEL,INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONCENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997 (PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 9/4/2019 373555 METHODIST SPORTS MEDICINE Carmel Police Department j VENDOR 201 PENNSYLVANIA PKWY SHIP 3 Civic Square SUITE 100 TO Carmel,IN 46032- INDIANAPOLIS, IN 46280- Blaine Mallaber PURCHASE ID I BLANKET I CONTRACT PAYMENT TERMS FREIGHT 39451 ll{ QUANTITY UNIT OF MEASURE DESCRIPTION • UNIT PRICE EXTENSION Department: 1110 Fund: 101 General Fund Account: 43-419.99 1 Each sports medicine&athletic training services for CPD $50,000.00 $50,000.00 Sub Total $50,000.00 • i - I , , ). t,_. I dl .. ` Send Invoice To: 'r)`r+4Y , A r Carmel Police Department • 1} 1. Accounts Payable ' 3 Civic Square •Carmel, IN 46032- , PLEASE INVOICE IN DUPLICATE i DEPARTMENT I ACCOUNT I PROJECT I PROJECT ACCOUNT I AMOUNT PAYMENT $50,000.00 SHIPPING INSTRUCTIONS 'ANP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN 'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN 'C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. 'PURCHASE ORDER IN BER MUST APPEAR H ALLE SHIPPING9.ACT 194 8 'II II^u ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 194 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Jim Barlow James Crider TITLE Chief Administration CONTROL NO. 103098 CLERK-TREASURER