City of Carmel/St. Vincent Hospital
APPROVr.11 jP~"'O ~ I./-
FORM 8 i ;~.7t ). (;) S" (
AGREEMENT FOR
PROVISION OF PROFESSIONAL SERVICES
TUlS AGREEMENT is entered into by and between ST. VINCENT
HOSPITAL ANI) HEALTH CARE CENTER, INC., an Indiana nonprolit corporation
(bcreinailer "Hospital"), and CITY OF CARMEL, Indiana, by and through its Board 01'
Public Works and Safety (hereinaller "Customer").
WITNESSETH:
\VIU:REAS, Hospital is a nonprofit, tax exempt entity which owns and openltes a
. Hospital known as,S!. Vincent Hospital and Health Care Center, Inc., in Marion County,
Indiana; and
WHEREAS, Hospital operates an I~mployee Assistance Program to provide.
certain hcalth care services to individuals throughout the community; and
\VHEREAS. Customer is an employer desirous 01' providing slich health care
services 10 its employees: and
WH EREAS. in I'urtherance of its objectives and tax exempt purpose, Hospital is
willing to 'make these services available to the Customer to facilitate the delivery 01' health
care services; and
\VHEREAS, Customer wishes to obtain these serviecs I'rom Hospital.
NO\\, TH EREORE, in consideration 01' the mutual covenants as contained
herein, the lJarties agree as I'ol]ows:
I. I)F:FINITlONS
I. I Hospital. "Hospital" shall meanS!. Vincent Hospital and Health Care
Center, Inc., an Indiana nonprofit corporation acting through its President.
1.2 Pro~ram. "Program" shall mean the Employee Assistance Program (EAI')
01' Hospital.
1.3
Services. "Services" or "EAI' Services" shall mean those services provided
by Hospital's Program as are more particularly described ()!1 Exhibit A,
which is attached hereto and incorporated herein.
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1.4 Immediate Familv Member. ':Immediate Family Member" shall mean an
Employee's spouse and dependent children. i\ stepchild is a "dependent
child" if the stepchild resides lnthe same household as the Employee.
1.5 Treatment lopisode. "Treatment Episode" shall mean a series 01' counseling
sessions in which no more than six (6) weeks separate one session from the
next consecutive session.
1.6 Emplovee. "Employee" shall mean an individual contained on the roster
provided by Customer to Hospital pursuant 10 paragraph 3.1 hcreinbelovv'.
II. PURCHASE OF SERVICES
2.1 Hospital agrees to provide to Customer, and Customer agrees to purchase
li'om Hospital, those Program Services described on attached Exhibit A.
III. ELIGIBILITY FOR SERYICES
3.1 Customer shall, on a quarterly basis, provide Hospital with a current.roster
of those Employees eligihle to receive Services. Customer shall nolify
Hospital in writing when any person becomes ineligible to participate in the
Program. Customer shall be responsible for Services providcd to
Employees lisled on the roster until such time Hospital is notilicd in writing
that an Employee is no longer eligible to receive Services.
IV. COMPENSATION AND ADDITIONAL SERVICES
4.1 Compensation. COlllmencing with the cfTcctivc date of' this Agreement, and
as full and complete compensation lor the Services pcrlormed by Hospital
hereunder, Customer agrees Lo pay on a quarterly basis [0 Hospital a
capitation jee of 52.15 per Employee per month. The fee will remain in
effect I'lr one (1) year. Atlhe end of each one (I) year term, upon written
nOlice, Hospital may unilalerally adjns! rates. Such rate adjustment shall
not exceed six percent (GlXl) per year.
Hospital shall submit an invoice to Customer lor Services provided during
the time period encompassed by such invoice in such detail as is acceptable
to Customer. Payment is due within thirty (30) days alier receipt of an
invoice I'rom Hospital.
In the event an invoice amount is disputed, Customer shall so notily
Hospital. 1 I' such dispute in not resolved within twenty (20) business days
alier notice of' such dispute is sent by Customer to Hospital, Customer shall
pay such amount, under protest, into the Cannel City Court, which Court
shall hold such money until notilied of a resolution signed by both parties
hereto or the entry 01' a linal judgment thereon.
4.2 13illin~ and Collection. Customer shall separately and directly bill and
collect any amounts due li'OIn Employees or any third party payors t,)r
Services furnished under this Agreement. Hospital agrees to IlJnlish
Customer inl'ormation nceded by Customer 1'01' such billing purposes and
Customer assumes all costs of billing, collection and any bad debts.
4.3 Additional Services. Customer may authorize Hospital to provide services
beyond those specifically contracted for pursuant to this ^grecmcnt.
Customer 11111S1 provide specific written authorization 1'01' all additional
services and l1JlIsl also agree in v,'Tiling 10 pay for slIch services.
V. GENERAL INSURANCE PROVISIONS
5.1 Hospital and Customer agree (through either a policy or insurance or a
program of self-insurance) to carry wqrker's compensation and employer's
liability, public liability, property damage, contractual liability, lire and
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extended coverage insurance as applicable to the provisIon or Services
under this Agreement. Each party shall carry said policies or self insurance
and shall, upon request, provide the other party with appropriate certificates
. evidencing thc coverage required pursuant to this paragraph 5.1
5.2 Professional Liahilitv. The Hospital shall carry policies of medical
malpractice insurance, or policies of self-insurance, with limits no less than
necessary to qualify the Hospital as a provider under the Indiana Medica]
Malpractice Act (I.c. ~ 34-18 et seq.), and the Hospital agrees to he and
remain a provider thereunder.
VI. ETHICAL AND RELIGIOUS I)(RECTlVES FOR CATHOLIC
HEALTH CARE SERVICES
6.] Parties acknowledge that the Hospital conducts its operations in a lawful
manner consistent with the Ethical and Reli~ious Directives for Catholic
Health Care Services as promulgated by the United States Contercnee of
Catholic Bishops, Washington D. c., of the Roman Catholic Church or its
successor.
VII. REPRESENTATIONS AND WARRANTIES
7.] Hospital warrants and represents that it is licensed to provide health care
services in Indiana and \vill remain so licensed throughout the term or this
Agreement and any extensions thcrcor.
7.2 Hospital shall provide the Services by following and applying at all limes
quality prolessional and technical guidelines and standards as commonly
recognized and followed in the health care industry.
VIII. ASSOCIATI<: APPROVAL
8.] Whenever applicab]e, Hospital shall provide an individual to render
Services on Customer's prenlises. Customer shall provide writtcn
notilication to Hospital should, in Customer's reasonable judgment, a
Hospital associate performing scrvices 11)1' Customer pursuant to this
Agrecment not be acceptable to Customer. I-Iospital shall be given li'fteen
(15) days following receipt of such notice to improve the performance of
the Hospital associate. Should the Hospital associate's performance
thereafter not be reasonably acceptable to Customer, the Hospital associate
shall no longcr provide services. (0 Customer uncleI' this Agreement and
Hospital shall replace that Hospita] associate with a Hospita] 'associate
acceptable to Customer, which acceptance and approval shall not be
unreasonably withheld.
IX. STATUS OF THE PARTIES
9.] In carrying out the terms of this Agreement, the parties agree that each is
acting as an indepcndent contractor and not as the agent or cmployee of the
other. Each party agrees to pay, as they become due, al] lederal and state
withholding and income taxes, including social security taxes due and
payable on the compensation earned by each party, and each party agrees to
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hold the other harmless from any taxes, penalties or interest whieh arise as
a result of its failu!"C to do so.
X. INDElYINIFICA nON
] 0.1 Customer Indemnilication. Customer agrees to indemnify and hold
harmless HospitaL its on~cers, agents and employees from any loss, cost,
dall1agc~ expense, reasonable attorneys fees and liability by reason of
bodily injury. property damage. or both, of whatsoever nature or kind.
arising out 01' or as a result of the negligence of Customer or any of its
agents or Employees. This obligation shal] survive the termination of this
Agreement.
] 0.2 Hospita] Indemnilication. Hospita] agrees to indemnily and hold harmless
Customer. its ol'licers, agents and employees from any loss, cost, damage
cxpense, reasonable attorneys Ices and liability by reason of bodily injury,
property damage, or both, of whatsoever nature or kind, arising out of or as
a result of the ncgligence of Hospital or any of its employees or agents.
This obligation shall survive the termination oflhis Agreement.
XI. TERM AND TERMINATION
] 1.1 Term and Termination. The term of this Agreement shall be for twelve (12)
months commencing on May], 2006, and terminating on April 30, 2007.
This Agrecment is automatically renewable I()r two (2) successive one (])
year terms unless either party gives notice of termination at least sixty (60)
days prior to the end of anyone (I) year term.
I r neither party gives notice to terminate the Agreement pursuant to this
provision at the end of the lirst or second year of the term of this
Agreement. the Agreement will terminate at I] :59:59 p.m. on April 30,
2009. Notwithstanding thc above, this Agreement may be terminated by
either party hereto without cause or penalty upon thirty (30) days advance
written notice to the other party.'
Additionally, upon Customcr's failure to appropriate monies sumeient to
pay tor all of the Services to be rendered hereunder, this Agreement many
be terminated by Customer immediatcly upon Hospital's receipt 01'
Customer's notice to cease all Services. Howevcrl Customer shall
compensate Hospital in accordance with section 4.1 l()r Services rendered
prior to termination.
] 1.2 Termination bv A~reement. In the event Hospital and Customer shall
mutually agree in writing, lhis Agreement may be terminated 011 terms and
dale stipulated therein.
1].3 Termination lor Specil,c Breaches. ]n the event either party shalll\,i] in any
material manner to provide the services or meet the obligations specit'icd
herein, or shall.otherwise I:lil to comply with all the terms and conditions
herein, then the party shall be notilied that it is in del\lult of' the Agreement
and shall be provided thirty (30) days after receipt of' the notice of' det\llllt
to cure the deCau]t. I I' the recipient is given an opportunity to eure the
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delillllr and the default is not cured within thirty (30) days of receipt or
notice, this Agreement shall terminate at I I :59:59 p.m. on the last day of
such thirty (30) day cure period.
11.4 EITect of Termination. Except as expressly set forth herein, upon
termination of this Agrcement neither party shall have any Jllrther
obligations hereunder except for obligations accruing prior to the date of
tcnnination.
XII. G.~NERAL PROVISIONS
12.1 Notices. Notices or communications herein required or permitted shall be
given the respective parties by registered or ccrtillcd mail (said notice being
deemed given as the date of mailing) or by hand delivery at the following
addresses unless either party shall otherwise designate its new address by
written notice.
HOSPITAL
CUSTOM ER
Patricia A. Maryland, Dr. P.H.
President
St. Vincent Hospital and Health
Care Center. Inc.
200 I West 86th Street
Indianapolis, Indiana 46260
City of Carmel
Director of Hunwn Resources
City Hall. I Civic Square
Carmcl. Indiana 46032
COPIES TO:
Carol Carpentier
Coordinator Sr. Vincem EAP
840 I Harcourt Road
Indianapolis, Indiana 46260
City ol'Carmel
City A ttorlley
City Hall. 1 Civie Square
Carmel, Indiana 46032
St. Vincent Contract Managemem
8402 Harcourt Road. Suite 823
Indianapolis. Indiana 46260
12.2 Assil.!nmCnL Assignments of this Agreement or the rights or obligations
hereunder shall be invalid without the speciJic written consent 01' the other
pnrty hereto. except that this Agreement may be nssigned by Hospital
without the written approval of Customer to any successor entity operating
the facility now opernled by Hospital or to a related or al'Jiliatcd
organizntion that meets nil of the requirements nnd assumes all of the
obligations set forth herein,
12,3 Entire Agreement. This Agreement together with any exhibits attached
hereto or referenced herein, constitutes the entire agreement between
Hospitnl and Customer with respect to the subject matter hereot~ and
supersedes all prior oral and/or written rcprcscntatiollS ane! .agrccmcnts
regarding sal11e. Notwithslnnding any other termor condition contninccl in
this Agreement, hut subject to paragraph 12. I I hereinbelow, to the extem
allY term or condition contained in any exhibit attached to this Agreement
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conl1icts 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.
12.4 Waiver of 13reach. The waiver by eithcr party of a breach or violation or
any provision of this Agreement shall not operate as nor be construed to be
a waiver or any subsequent breach hereof.
12.5 Cioverninl! Law. This Agreemcnt shall be construed and governed by tbe
1,l\vs of the State of Indiana, except for its conllict or laws provisions, as
well as by all municipal ordinances and codes or the City 01' Carmel.
Indiana.
12.6 Amendments. This Agreement may bc amended only by an instrumcnt in
writing signed by the parties hereto.
12.7 Execution. Tbis Agreement and any amendments thcreto shall be executcd
in duplicate copics on behalr or Hospital and Customer by a designated and
duly authorized of'licial or each. Each duplicate copy shall be deemed an
original, but hoth duplicate originals together constitute one ,11ld the same
instrument.
12.8 No Third Parties Beneliciaries. Nothing eontaincd herein shall be
construed to give any rights or benelits hereunder to anyone other than
Customer and/or Hospital.
12.9 Government Compliance. Hospital agrees to comply with all present and
future federal, stale and local lmvs, executive orders. rules, regulations,
codes and ordinances that may be applicable to Hospital's perl()nnance or
its obligations under this Agreement. and all relevant provisions thereof arc
incOrpOraliJd heriJin by this reference. Hospitll agrees to indell1niry and
hold harmless Customer from any and all losses, ciamagcs, costs, attorney
fiJiJS and/or liabilities resulting from any violation of such la\\', order, rule.
regulation. code or ordinance. This obligation shall survive tl10 termination
or this Agreement.
12. 10 No Discrimination. Hospital represents and warrants that it and each 01' its
employees, agents, contractors~ outside sources and other persons shall
comply with all existing and Cuture laws or the United States. the State oC
Indiana and the City or Carmel, Indiana. prohibiting discrimination against
any employee, applicant 1'01' employmcnt "nd/or othcr person in the
subcontracting or work and/or in lhe provision of any Services
contemplated by this Agreement with respect to hire, tenure, terms,
conditions or privileges or employment or any mailer directly or indirectly
related to employment. subcontracting or work performance hereunder
because of race. religion. color, sex, handicap, national origin, allcestT)',
age. disabled veteran status or Vietnam era veteran status. Customer
reserves the right to collect a penalty as provided in IC 5-16-6-1 for any
person so discriminated against.
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12.11 Severability. If any proyision or portion of this Agreement is held to be
inValid, illegal or unenforceable by a court of competent jurisdiction, that
provision or portion thereof shall be stricken, and all other provisions of
this Agreement which can op.crate .independently of slIch stricken provision
shall continue in' full force and efluct.
12.12 Representation and Warranty. Each party hereto represents and warrallls
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.
12.13 Headin~s. All headings and sections of this Agreement are inserted lor
convenience only and clo 110t form a part of this Agreement \lor limit,
expand or othcrwi~c alter the meaning orany pro\rision hcrcol'.
12.14 Advice of Counsel. The parties warrant that they have read this Agreement
and understand it. urc fully l.l\varc of their respective rights: have had the
opportunity for the advice and assistance of an atlorncy throughout the
negotiation of this Agreement. and enter into this Agreement freely,
voluntarily, allc{ wilhout any duress, undue inllucllcc, coercion or promise
of benefit, except as expressly set forth herein.
12.15 l3indin~ Effect. Customer and Hospital, and tbeir respective onicers,
oflicials, age illS, partners, SlIccessors, assigns and kgal representatives are
bOllnd to the other and to its officers. agents. partners, successors, assigns
and legal repreScllultives. in all respects as to all covenants, agreements and
obligations oCthis Agreement.
] 2.16 Re~ulatory Compliance. The parties will operate at all times in compliance
with applicable federal, state, and loea] la\\', rules and regulations, the
policies, rules and regulations of the parties, and the applicable standards of
the .Ioint Commission on the Accreditation of Heahhcare Organizations.
12.17 HIPA;\ Compliance. Each party agrees that it will comply in all material
respects with all applicable federal and state mandated regulations, rules or
orders applicable to privacy, security and cledronic transactions, including
without limitation, regulations promulgated under Title II Subtitle F of the
Health Ins;II'anee Portability and Accountability Act (Public 1.,,,,,, 104-19])
("I'III'AA"). Furthermorc. the parties shal] promptly amend the Agreement
to conform with any new or revised "legislation, rules and regulations to
which Hospital is subject now or in the future including, without limitation,
the Standards lor Privacy 01' Individually Identifiable Health Inf,'rmation or
similar legislation (collectively. "Privacy Laws") in order to ensure that
Hospital is at n times in conformance with all Privacy Laws. rc within
thirty (30) days of either party I1r5t providing noticc to the other of the oeed
to amend the Agreement to comply with Privacy Laws, the parties. acting
in good l~lith, arc (i) unable to mutually agree upon and make amendments
or alterations to this Agreement to meet the requirements in question, or (ii)
alternatively, the panies determine in good I~lith that amendments or
alterations to the requirements arc not feasible, then either party may
terminate this Agreement upon thirty (30) days prior written notice.
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12.18 CO!'JJoratc Responsibility. Hospital has in place a Corporale Responsibility
Program ("Program") that has as its goal to ensure that Hospital complies
with l'cdcral, state and local laws and regulations. The Program f()cuses on
risk management, the promotion of good corporute citizenship, including
the commitment to uphold a high standard or ethical and legal business
practices, and the prevention oC misconduct. Customer acknowledges
Hospital's commitment to corporate responsibility and agrees to conduct all
business transactions that OCCllr pursuant to this Agreement in substantial
compliance with the underlying philosophy or corporate rcsponsibility
adoptcd by the Hospital. Customer rurther agrees to disclose immediately
allY debarment, exclusion or other event that makes Customer ineligible: to
participate in Federal health care programs or Federal procurement or 110n-
procurement programs.
s
IN WITNESS WI-IEREOF, the duly authorized representatives of I-Iospital and
Customer have executed this Agreement Oil the dates written below.
ST. VINCENT I-IOSI'ITAL AND
1-1 EA LTI-I CARE CENTER, INC.
By ~4 ~ ~V-
Patricia A. Maryland, 0 . 1'.1-1.
President
Dale: :3 - ~). -tJ 7-
CITY OF CARMloL, INDIANA. BY
AND TI-IROUGI-I ITS BOARD OF
PUBLIC WORKS AND SAI'ETY
Date:
James Bn inard
Presiding Officer
6 ~/;3~ 07-
tlor }9e,J'e/) t-
Mary Ann Burke
Member
By:
Date:
By:
Dale:
ATTES '.
\Hna Cordray, IAMC
D,,' C1'Zl#-
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EXHIBIT "A"
St. Vincent Stress Center I,mployee Assistance Program (EAP) I()cuses on two prominent
cl1aractcristics:
(I) Early intervention on personal problems impacting job perli1nllanec.
(2) Short-term cOllnseling based on a pragl11<llic, problem-solving t1pproach.
EAI' services (provided 1'01' l,mployec5 and tbeir Immediate Family Members as a benefit)
include seven (7) olle-hollr sessions per treatment episode. These sessions cover
asscssl1lCl1t~ short-term counseling and referral. Once a referral has been madc, EAP
counselors will obtain periodic progress reports from service providers and will follow tip
witb cI ients, as appropriate, li)r evaluation 01' progress and degree 01' client satisfiletion. Up
to I'our (4) one-bour educational programs arc olTered per year per Customer by tbe
Hospital stalT.
Tbe St. Vincent EAP services arc located at 8401 Harcourt Road, Indianapolis, IN 46260.
In addition to this location, we have a national network nf'affiliatc providers.
Tbe EAP counselors arc available Cor sebeduled appointment Monday Ibrougb Friday
between tbe bours or 8:00 a.m. and 4:30 p.m. Appointments may be sebeduled after bours
to accolllmodate employee needs. Supervisors/managers or individual Employees and
their Immediate Family Members may schedule appointments by ealling (317) 33S-4900
or (SOO) 544-9412.
An emergency service will be provided. This will consist of a 24-hour emergency phone
service with professional counselors "on_cuIL" Eligible participants will be able tn reach a
cOLlnselor by calling a toll-free number 24 hours a day, 7 days H week.
Quarterly aClivity reports will be provided to the Customer. These reports shall include
utilization and demographic dnta. Only aggregate data will be reported, in order to
maintain the confidentiality of Employees and their Immediate Family Members.
EAI' counselors arc available to help in coping with some of the more common problems
l'ound alTecting the work place such as. but not limited to. the Illllowing:
Divorce/Separation
Alcohol or Chemical Dependeney
COllllllunication with Others
Adjusting to Retirement
Living Alone
Money Management
.
Marital Diflieulties
Illness or Failing Health
Sexual Problems
Family Crisis
School !'roblems
!'arem/Child Problems
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