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St. Vincent HospitalSt Vincent Hospitals Fire Department Health Services - 2000 APPROVED, AS TO THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hcreby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board Public Works and Safety ("City"), and St. Vincent Hospital and Health Care Center, Inc. ("Vendor"). TERMS AND CONDITIONS ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same and/or its provision of any goods and/or services ("Goods and Services") hereunder shall constitute Vendor's acceptance of all of the Agreement' s terms and conditions. PERFORMANCE: City agrees to purchase the Goods and Services described as follows: provision of annual physical examinations, preventative health services, and related services to Carmel Fire Department personnel, and as further described on attached Exhibit A, which is incorporated herein by this reference. Vendor agrees to provide same and to otherwise perform the requirements of this Agreement and to execute its responsibilities hereunder by following and applying at all times the highest professional and technical guidelines and standards. PRICE AND PAYMENT TERMS: The total price for the Goods and Services contemplated herein shall be no more than the amounts set forth in attached Exhibit A. Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within thirty (30) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in accordance with the specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. Subject to the above, if the undisputed invoice amount is not paid within thirty (30) days of its receipt by City, Vendor shall so notify City. If such amount as is not disputed is not thereafter paid within ten (10) business days from the date such notice is received by City, then a late charge in a sum equal to one percent (1%) of such unpaid and undisputed invoice amount shall accrue and be immediately due and payable by City to Vendor as a separate debt for each month it remains unpaid. In the event an invoice amount is disputed, City shall so notify Vendor. If such dispute is not resolved to City's satisfaction within five (5) business days after notice of such dispute is given, City shall pay such amount as is in dispute, under protest, into the Carreel City Court, which court shall hold such monies until provided with a settlement agreement signed by both parties hereto or a final judgment has been entered thereon. TIME AND PERFORMANCE: Upon execution by the parties hereto, this Agreement shall become effective as of the date on which Vendor first performs services pursuant to this Agreement ("Effective Date"). Time is of the essence of this Agreement. St Vincent Hospitals Fire Department Health Services - 2000 DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such lbrm and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other infom~ation relating thereto. Prior to and with the delivery of thc Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of Goods and Services. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the tern~s or conditions of this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commemially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, files, or has filed against it, a petition in bankruptcy, for receivership or other insolvency proceeding, makes a general assignment for the benefit of creditors or, if Vendor is a partnership or corporation, dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise any other rights or remedies as are available to City at law and/or in equity. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana and reasonably acceptable to City, such insurance as is necessary for the protection of City and Vendor from any and all claims for damages or otherwise under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any and all of Vendor's agents, officers, employees, contractors, subcontractors and other persons; because of any injury to or destruction of property, including, but not limited to, loss of use resulting therefrom; or, otherwise. The coverage amounts shall be no less than those amounts set forth in attached F, xhibit A. Vendor shall cause its insurers to name City as an additional insured on all insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property, except for such liabilities, claims or demands that arise directly and solely out of the negligence of City. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. St Vincent Hospitals Fire Deparm~ent ttealth Services - 2000 10. 11. 12. 13. GOVERNMENT COMPLIANCE: Each party hereto agrees to comply with all present and future federal, state and local laws, executive orders, rules, regulations, codes and ordinances which may be applicable to its performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Each party hereto agrees to indemnify and hold hamsless the other from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations, codes and ordinances. This indemnification obligation shall survive the termination of this Agreement. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors, subcontractors and other persons shall comply with all existing and future laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement, with respect to the hire, tenure, terms, conditions or privileges of employment and to any other matter directly or indirectly related to employment or subcontracting because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. City reserves the right to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated against. NO IMPLIED WAIVER: The failure of either party at any time to require performance by the other of any provision of this Agreement shall in no way affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision thereof. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor and all of its officers, employees, contractors, subcontractors, agents and other persons are not and shall not become employees of City, and the sole responsibility to pay to or for same all statutory, contractual and other benefits shall remain exclusively with Vendor. The contract price set forth herein to be paid hereunder by City to Vendor shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. GOVERNiNG LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties further agree that, in the event a lawsuit is filed hereunder, they waive any rights to a jury trial they may have, agree to file any 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. St Vincent Hospitals Fire Department Health Services - 2000 14. SEVERABILITY: lfany term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such tem~ shall be deemed reformed or delete& bul only to the extent necessary to comply with such statute, regulation, ordinance, order or rule. and the remaining provisions of this Agreement shall remain in full force and effect. 15. NOTICE: Subject to paragraph 16 hereinabove, any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carreel One Civic Square Carmel, Indiana 46032 ATTN: Douglas Callahan (with a copy to City Attorney, One Civic Square, Carmel, 1N 46032) If to Vendor: St. Vincent Hospital and Health Care Center, Inc. Marsha J. Casey, President 2001 West 86m Street Indianapolis, Indiana 46260 (with a copy to St. Vincent Contract Management) 8402 Harcourt Road, Suite 823 Indianapolis, Indiana 46260) 16. TERMINATION: 16.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated to pay for the Goods and Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination. Either party hereto may terminate this Agreement at any time upon thirty (30) days prior notice to the other party. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination. 17. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons or entities executing this Agreement have the authority to bind the party which they represent. St Vincent ltospitals File Department Health Serwces - 2000 18. TERM Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall agreed by the paaies hereto. 19. FORCE MAJEURE Any delay or failure of either party to perform its obligations hereunder shall be excused if, and to the extent, same is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, provided that notice of such delay (including the anticipated duration of the delay) shall be given by the affected party to the other party within five (5) business days after the first day of such event or occurrence. 20. HEADINGS All heading 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. 21. BINDING EFFECT City and Vendor, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to this Agreement and to such other party's officers, officials, agents, partners, successors, assigns and legal representatives in all respects as to all covenants, agreements and obligations of this Agreement. 22. NO THIRD PARTY BENEFICIARIES Nothing contained herein shall be construed to give any rights or benefits hereunder to anyone other than City or Vendor. 23. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, are fully aware of their respective fights, have had the opportunity to obtain the advice and assistance of an attomey throughout the negotiation of this Agreement, and enter into this Agreement freely, voluntarily, and without any duress, undue influence, coercion or promise of benefit, except as expressly set forth herein. 24. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regardi same. Notwithstanding any other term or condition set forth herein, but subject to paragraphL4~hereof, to the extent any term or condition contained in any exhibit attached to this Agreement conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail, unless the parties hereto, or their successors in interest, expressly and in writing agree otherwise. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. St Vmcem Hospitals FIre Deparlment Hcahh Services - 2000 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 ~Bra~inard, Presiding Office//~~ Billy~alker, Member ATTEST: ST. V1NCENTS HOSPITAL AND HEALTH CARE CENTER, INC. Marsha J. Casey Printed Name President Title FID/SSN: Date: 6/20/00 CITY OF CARMEL FIRE DEPARTMENT Annual Examination. if younger than 40: As defined by the National Fire Protection Agency Medical Requirements for Fire Fighters Audiogram $ 9.00 Occ Med Blood Profile 1 (CBC, SMAC, Cholesterol, HDL/LDL) $27.00 RBC Cholinesterase $55.00 Serum Cholinesterase $55.00 Examination (includes respirator questionnaire and litmus) $40.00 Pulmonary Function Test $35.00 Urinalysis $14.00 Personal Wellness Profile $10.25 (includes Healthy Bites, quarterly publication) On-site Charges $17.00 Treadmill EKG (if35 or older, every 2 years) $175.00 TOTAL $262.25 Includes Respirator Certification Pricing effective 1/1/2000 through 12/31/2000 CITY OF CARMEL F/RE DEPARTMENT Annual Examination. if 40 or older: As defined by the National Fire Protection Agency Medical Requirements for Fire Fighters Audiogram Oct Med Profile 1 (CBC, SMAC, Cholesterol, HDL/LDL) RBC Cholinesterase Serum Cholinesterase Examination (includes respirator questionnaire and titmus) Pulmonary Function Urinalysis Personal Wellness Profile (includes Health Bites quarterly publication) On-site Charges Treadmill EKG (every 2 years) Chest X-ray (every 5 years) $ 9.00 $27.00 $55.00 $55.00 $40.00 $35.00 $14.00 $10.25 $17.00 $175.00 $ 54.00 TOTAL Includes Respirator Certification $262.25 Pricing Effective 1/1/2000 through 12/31/2000 CITY OF CARMEL FIRE DEPARTMENT Hazmat Examination As defined by the National Fire Protection Agency Medical Requirements for Fire Fighters Audiogram Occ Med Profile 1 (CBC, SMAC, Cholesterol, HDL/LDL)' RBC Cholinesterase Serum Cholinesterase Examination (includes respirator questionnaire and titmus) Pulmonary Function Urinalysis Personal Wellness Profile (includes Healthy Bites quarterly publication) On-site Charges Treadmill EKG (every 2 years) Chest Xray (every 5 years) $ 9.00 $27.00 $55.00 $55.00 $40.00 $35.00 $14.00 $10,25 $17.00 $175.00 $54.00 TOTAL Includes Respirator Certification $262.25 Pricing effective 1/1/2000 through 12/31/2000 CITY OF CARMEL FIRE DEPARTMENT PERF Examination Audiogram $ 9.00 Occ Med Profile 1 (CBC, SMAC, Cholesterol, HDL/LDL) $27.00 Examination (includes respirator questionnaire and titmus)$40.00 Pulmonary Function $3500 Urinalysis $14.00 Resting EKG $50.00 Chest X-ray 2 View $58.00 GGT Blood Test $32.00 HIV Screening Blood Test $46.00 RPR Serology $15.00 Urine Drug Test $35.00 TOTAL $361.00 ' If female, same as above plus PAP Smear $ 50.00 TOTAL $411.00 Includes Respirator Certification Pricing effective 1/112000 through 12/31/2000 Onsite and Mobile Testins Services Although the on-site and mobile van schedule is flexible, an example of a service plan has been drafted which is representative of Carmel Police and Fire. The entire process from start to finish will require about two months. If departments should make separate purchase decisions, the amount of days for on-site would be reduced by the proportionate amount. On-site Initially, a medical technician will arrive at the administration building to distribute the medical forms and personal weliness profile that need to be completed and returned at the time of the examination. This year a one page follow-up form will be required in place of the 8 page medical history and the OSHA respirator questionnaire as specified by regulation. Pages 1 through 8 need to be complete for the Personal Wellhess Profile questionnaire. The medical staff will complete the additional pages at the time of examination. Consent forms will also be completed and prepared for the patient chart. At this time, the clinicjan will draw blood for the Occupational Medicine Profile, RBC and Serum Cholinesterase in preparation for the physician examination. The physician will then have more information about the patient at the time of examination to discuss preventative measures face to face with the fire fighter where interaction may take place. Scheduling for this service will be coordinated in advance but will require 3 hours for approximately 10 working days. Since fasting is required, the blood collections could be accommodated in the morning hours for fire fighters and police at the beginning and end of their shifls. An appointment grid will be provided to Carreel Administration in advance, if precise scheduling is required. Mobile Van Once the resuks of the blood studies have been received, the mobile van may be scheduled for approximately twelve working days providing 16 appointments per day beginning at 7.:30 AM continuing through 5:000PM. Once again, an appointment grid will be provided to Carmel Administration for scheduling purposes. At this time the examination, pulmonary function, urinalysis, and audiogram will take place and the MD examination with feed back provided by Dr. Perfin. An additional 4 weeks will be required to provide written documentation to both the fire fighter/policeman and the respective company contact (see report section 5 and 6 for detail). Any fire fighters hired in the calendar year 1999 will need to be identified in advance and scheduled at the clinic for a Chest X-ray and/or Treadmill EKG, fithe protocol indicates. Once confirmation for the mobile van has been agreed upon, this will be considered confirmed unless notification is received 7. days prior to the first scheduled appointment. ff it becomes necessary to postpone your testing dates, please notify Autumn Oldfield at 415-5344. Otherwise, a cancellation fee of $250 per day will be necessary for each day the van has been confirmed. Minimum billing will be an amount equal to 85% of the total number of scheduled appointments for that testing period. If you have circumstances beyond your control we will take this into account. We appreciate your cooperation in this matter and are confident that this will assist us in our cost containment efforts on your behalf. St. Vincent Hospitals and Health Services 2001 West 86th Street P.O. Box 40970 Indianapofis, indiana 46240-0970 317-338-2345 ST VINCENT CORE VALUES: Respect A high regard for the worth of each person Quality Service Excellence in duty or work performed for others Advocacy for the Poor Supporting the cause of those who ~ack resources for a reasonable quality of fife Simplicity Honesty, integrity and straightforwardness Inventivehess to Infinity Boundless creativity June 30, 2000 Doug Hainey, Attorney City of Cannel One Civic Square Carmel, 1N 46032 Re: Agreement for Purchase of Good and Services City of Carmel acting by its Board of Public Works and Safety Dear Sir: Attached you will find two (2) originals of the above-referenced Agreement that have been executed by Marsha Casey on behalf of St. Vincent Hospital. Please obt~tn the remaining signatures on behalf of the City of Carmel on both originals of the Agreement and return a fully-executed original for the Hospital file and processing. Thank you very much for your assistance. Sincerely, Stephen A. Freeland Executive Director :br Enclosure Member of the DAUGHTERS OF CHARITY NATIONAL HEALTH SYSTEM August 1, 2000 Ms. Marsha J. Casey ST. VI:NCENTS HOSPITAL AND ~- HEALTH CARE CENTER, INC, 2001 West 86th Street Indianapolis, IN 46260 Dear Ms. Casey: On July I9, 2000, the Board of Public Works and Safety approved a contract to do business with your company. Enclosed is an original, fully executed Agreement for your records. Please review the enclosed sample invoice (Exhibit B). You do not need to use this specific form, but we require you to submit the requested information in a similar layout. This format replaces any other form previously used by the City and is effective upon approval of your contract. Please do not hesitate to contact me at 317.571.2413 if you have any questions or concerns. Sincerely, Came A. Groce Deputy Clerk-Treasurer Enclosure cc: Chief Douglas Callaban Carmel City Fire Department Augustl,2000 St. Vincent Contract Management ST. VINCENTS HOSPITAL AND HEALTH CARE CENTER, iNC. 8402 Harcourt Road, Suite 823 Indianapolis, iN 46260 To Whom It May Concern: On July 19, 2000, the Board of Public Works and Safety approved a contract to do business with your company. Enclosed is a fully executed copy of the Agreement for your records. Please review the enclosed sample invoice (ExW~bit B). You do not need to use this specific form, but we require you to submit the requested information in a similar layout. This format replaces any other ti>rm previously used by the City and is effective upon approval of your contract. Please do not hesitate to contact me at 317.571.2413 if you have any questions or concerns. Sincerely, COPY Carrie A. Groce Deputy Clerk-Treasurer Enclosure CC: Chief Douglas Callahan Carreel City Fire Department