Public Safety Health Serv/CFDPUBLIC SAFETY HEALTH SERVICES, INC
FIRE DEPT. Dept - 2003
Appropriation #407-01; P.O.#10937
Contract Not To Exceed $79,000.00
AGREEMENT FOR PROFESSIONAL SERVICES APPROVI:[~, A~T~
,, FORM BY:
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement), is hereby mae~
entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works
and Safety (hereinafter "City"), and Public Safety Health Services, Inc. (hereinafter "Professional").
RECITALS
WHEREAS City owns and is responsible for its public works, its public sewer and water systems,
its public safety and health services and its infrastructure; and
WHEREAS, from time to time, City needs medical testing, wellness program and related services
(the "Services") to assist it in fulfilling its foregoing responsibilities; and
WHEREAS, Professional is experienced in providing and desires to provide to City the 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.
2.1
2.2
SCOPE OF SERVICES
City desires to engage Professional as an independent contractor for the Services set forth in
attached Exhibit A, incorporated herein by this reference.
Professional understands and agrees that City may, from time to time, request Professional to
provide additional or modified Services, the scope of which shall be as requested and defined by
the Mayor or his duly authorized representative and attached hereto in the order approved by City.
2.3 Time is of the essence of this Agreement.
PUBLIC SAFETY HEALTH SERVICES, INC
FIRE DEPT. Dept - 2003
Appropriation//407-01; P.O.#10937
Contract Not To Exceed $79,000.00
SECTION 3.
3.1
3.2.
3.3
3.4
CITY'S RESPONSIBILITIES
City shall provide such information as is reasonably necessary for Professional to understand the
Services requested.
City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
City shall designate payment of the Services from City budget appropriation number 407-01
funds.
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 Seventy Nine Thousand Dollars ($79,000.00) (the "Estimate"). Professional shall
submit an invoice to City no more than once every fifteen (15) 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 forty-five (45) days from the date
of City's receipt of same, or be subject to a late charge of one percent (1%) of such unpaid and
undisputed invoice amount for each month same remains unpaid.
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.
SECTION 6.
TERM
Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be
in effect from its Effective Date through December 31, 2003, and shall thereafter, on the first day
of January in each subsequent year, automatically renew for a period of one (1) year.
PUBLIC SAFETY HEALTH SERVICES, INC
FIRE DEPT. Dept - 2003
Appropriation #407-01; P.O.#10937
Contract Not To Exceed $79,000.00
SECTION 7.
MISCELLANEOUS
7.1 Termination.
7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City or 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.
PUBLIC SAFETY HEALTH SERVICES, INC
FIRE DEPT. Dept - 2003
Appropriation #407-01; P.O.#10937
Contract Not To Exceed $79,000.00
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 present and future laws, executive orders, rules and
regulations applicable to Professional's performance of its obligations under this Agreement, and
all relevant provisions thereof are incorporated herein by this reference, and Professional agrees to
indemnify and hold harmless City from any and all losses, damages, costs, attorney fees and/or
liabilities resulting from any violation of same. 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.
PUBLIC SAFETY HEALTH SERVICES, INC
FIRE DEPT. Dept - 2003
Appropriation #407-01; P.O.#10937
Contract Not To Exceed $79,000.00
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 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
which can operate independently of same shall continue in full force and effect.
7.12 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
One Civic Square
Carmel, IN 46032
ATTN: Fire Chief Douglas Callahan
(with a copy to the City Attorney,
Department of Law, same address)
PROFESSIONAL:
Public Safety Health Services, Inc
303N Alabama Street, Suite 110
Indianapolis, IN 46204-2101
ATTN:
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.
The effective date ("Effective Date") of this Agreement shall be the date on which the last of the
parties hereto executes same.
PUBLIC SAFETY HEALTH SERVICES, INC
FIRE DEPT. Dept - 2003
Appropriation #407-01; P.O.#10937
Contract Not To Exceed $79,000.00
7.14 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.
7.15 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.
7.16 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.
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.
7.19 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 hereofi
PUBLIC SAFETY HEALTH SERVICES, INC
FIRE DEPT. Dept - 2003
Appropriation #407-01; P.O.#10937
Contract Not To Exceed $79,000.00
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.
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
PUBLIC SAFETY HEALTH SERVICES, INC.
d/b/a Public Safety Medical Services
/~JS'mes Brain_ard, Pre, s:kling Officer
Date: ~ ',~--r.~ /c/, .....q
Date: ~ ,3 ~ J ? '--t~),~
Printed Name:
'- " FID/TIN:
Lori S. Watson, ~ ~
Date: /'If~'''-~- Date:
ATTEST:'~.~.~' / ~ ~ ~i ,~JO~ ~ ~ $o~m
Dmna Cordray, ~, ~l~k-Tre~urer
Date: ~/q / ~ ~
Public Safety
Medical
Services
Service Agreement
The following when signed by Public Safety Medical Services (PSMS) at 303N. Alabama Street, Suite 110,
Indianapolis, IN 46204 and Carmel Fire Department at 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
?SMS agrees to provide the following services:
Program Level III (10 Cities)
(Annual testing and wellness program consistent w/IAFF/IAFC wellness-fitness initiative)
Service Des cription
Program Development and Implementation -Work with department to outline processes/logistics: · Scheduling and pre-test instructions
· Answering questions through presentations and/or
written materials
· Service evaluations
Respirator Clearance Process -Respirator questionnaire with medical provider review
and additional required medical surveillance review and
monitoring (HAZMAT, SCUBA, Hepatitis A, B, C, etc.)
and any certification as required
Healthy Lifestyle Questionnaire -Tool to evaluate health risks for lifestyle improvement
-Each fire fighter receives an 11-page wellness profile
Vital Signs -Includes height, weight, BMI, blood pressure & pulse
Health Testing (all blood samples obtained on-site) -Complete Blood Count (CBC) -Vision
-Complete Metabohc Panel (CMP) -Hearing
-Urmalysis -Tonometry
-Cholesterol (HDL/LDL) -Pulmonary function
-Glucose, liver, kidney functions, -Electrocardiogram
salts, and proteim -TB skin test
-PSA (50 and up or by request) -HIV by request
Health Assessment -Detailed review of medical and occupational history
-Complete physical evaluation (optional testicular, rectal,
hemoccult, pelvic and breast exam)
-Healthy lifestyle inventory w/improvement strategies
-Counseling
-Goal-setting
Cardiovascular Fitness Evaluation -Cardiac treadmill testing as fitness and cardiac disease screen
and BOD POD body fat and flexibility test for all f~refighters
Muscular Fitness Evaluation -Hand, arm, and leg dynamometer, upper body and abdominal
endurance testing with consultation
Wellness Initiative -Health education consultation w/identification and monitoring
of lifestyle improvement goals and nutrition
Nutrition Education Materials -Firefighters will receive nuU'ition resources
Department Report -Comprehensive outcome summary report
-Additional special teams clearance opinions
-Detailed 10 Cities outcome report and comparison of results
SeFcing Those Who Protect Our Cfties, Homes, and Lives
Rev. 11/01 .
303 Ixl. g. labama St., Ste. ll0 · Indianapolis, IN 46204-2101 · 317-972-1180 · 317-972-1190 fax · www. pubhcsafetymed.com
Payment Terms
For the services described above, Carmel Fire Department agrees to the following payment terms:
$245 per evaluation (includes all services on
previous page ~-xcept what's listed below)
$155 per cardiovascular fitness evaluation
$40 per muscular fitness evaluation
$40 per BOD POD assessment
$45 per PSA (by request)
Other services
subject to your
pre-approval:
TOTAL 12N'VESTMENT:
$525 per person
$245 per evaluation
$155 per cardiovascular fitness evaluation
$40 per muscular fimess evaluation
$40 per BOD POD assessment
$45 per ?SA
TOTAL INVESTMENT:
$525 per person
Individual nutrition consultations:
Group educational presentations:
On-site cooking sessions:
Exercise Prescriptions:
Chest X-ray '
PE1LF (applicant) physicals
$60 EA (provided to high risk employees)
$175 per session (offered quarterly)
$500 per session (I session per shift)
$35 each
$55 each
$630 each
Billing
B/ils are generated every two weeks.
Price Increases
Price increases for the following year will be made known by June of the current year.
Records and Accounts
PSMS shall maintain accurate records and accounts of all transactions relating to the Services performed by it
pursuant to this Agreement.
Liability and Indemnification
PSMS shall have no hability whatsoever to Carmel Fire Department for any error, act or omission in
connection with the services to be rendered by PSMS to Carmel Fire Department hereunder unless any such
error, act or omission derives fi-om willful misconduct or gross negligence.
PSMS maintains insurance to protect it and Carmel Fire Department fi-om the claims set forth below winch
may arise out of or resuk from PSMS' operations under this Agreement, whether such operations be by PSMS or
by its subconlractors 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
PSMS insurance shall be not less than the acceptable industry standards for the performance of medical and
occupational health-related services.
Confidentiality
PSMS agrees to bold 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 PSMS in the course of providing the'agreed-upon services. PSMS 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 thformation in connection with PSMS' performance under tiffs Agreement or by the
express written consent of a Carmel Fire Department employee.
Termination for Convenience
Either PSMS or Carmel Fire Department may terminate this Agreement at any time by giving thirty (30) days
written notice. PSMS shall be entitled to payment for deliverables in progress, to the extent the work has been
performed satisfactorily.
H:Service Ag~ement Rev. 1 [/01
Term of Agreement
This agreement shall begin on January 1, 2003 and, as a courtesy, continue uninterrupted Unless a formal notice
requesting termination of services is received in writing.
Public Safety Medical Services Carmel Fire Department
e Printed ' Name Printed
Name Sign'~"~ Name Signed
Title Title
Dat///j~'' '~/~'~' Date
Rev. 11/01