Michael Kauffman, MD/CFDMichael Kauffman. M.D. CQ? -`C 050' ??PPROVED
Z Fire Department - 2009 FORA By. , TO
Appropriation #43-570.03: P.O.12643
Contract Not To Exceed $9,600.00
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" )j and Michael Kauffman, M.D. (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.
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Michael Kauffman, M.D.
Fire Department - 2009
Appropriation # 43-570.03; RO I2643.
Contract Not To Exceed $9,660100
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. Cityshall arrange for Professional to enter upon pubhc.andprivate property reasonably required
for Professional to perform, the Services.
3.4. City shall designate payment of the Services from City.budget appropriation number 43-570.03
funds.
3.5 City shall desibmate,the Nlayor.'6r his duly authorized representative to,act.on City's'behalf on all
matters regarding the.Services.
SECTION 4. PROFESSIONAL'S RESPONSIMLITIIES
41 Professional shall perform the Services pursuant to.the.tenns of this Agreement,and within any
applicable time and cost estimate.
4.2 Professional shall coordinate with City'itsperformance of the Services.
4.3 Professional shall 'pro'vide 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.toFbe provided to.-City hereunder shall_be
no more than Nine Thousand Six Hundred Dollars ($9;600,00) (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 S, -incorporated herein by this reference.. City shall pay Professional for all
undisputed Services rendered and stafed on such invoice within sixty (00) days from -the date of
City's receipt of same, or be: subject tb a late charge of one percent (1:%) of such unpaid and
undisputed invoice amount for each month same remains unpaid.
5 2 Professional agrees'notto provide any Services to City that would, cause the total cost of same to
exceed the Estimated without.City's prior written consent'.
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Michael' Kauffman, M.D.
Fire, Department - 2009
Appropriation # 43-570.03: P'0.12643
Contract Not To Exceed $9,600.00
SECTION 6. TERM
Untess otherwise terminated in accordance with the termination provisions set forth in Section 7.1
herembelow, this Agreement shall be in effect, from the Effective Datethrough December 31,
2009, 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) d'ays' 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, inune_diately upon Professional's receipt of Citys "'Notice
'To Cease!Services."
7.1.3 In the event of full or partial Agrcemenf,'tbrrnination, 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. DispWed'compensation amounts shall be
resolved-as allowed bylaw.
7.2 Binding Effect.
City and Professional; and their respective officers; officials, agents, partners and successors, in
interest are`bound,to the,otheras to all Agreement'tetms,.conditions and,obligaiions.
7.3) No Third Party Beneficiaries.
Nothing " contained herein slialf be, construed to give rights or benefits to anyone other than the
parties hereto.
1.4 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 dues 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.byany•agent, employee or contractor
of,Professional regarding or.related to the subject matter.ofthis Agreement. This indemnification
obligation-shall survive the termination of this Agreement.
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Michael' Kauffman. M.D.
Fire Department -?009
Aopiopriation # 43-570.03; P'0,12643
Contract Not To Exceed 59,600:00
7.5 Insurance.
Professional shall. procure and maintain With an insurer licensed to do business in the State of
Indiana such insurance asis necessary for the protection of City and Professional from"all claims
under workers' compensation, occupational disease and'/or unemployment compensation acts,
because. of errofs° and omissions, be of bodily injury, including; but not. hmited,.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 Iimited to,
any loss of use resulting tli'erefroin.. The coverage,amounts,shall be no less than those amounts set
forth on attached Exhibit C. Such insurance, policies,shall-not be canceled witlioutathirty`(30)
days' prior writtciT notice to City.
7.6 Liens.
Professional shall-snot cause or permit therfiling of any lien on anyof City's.property. In the event
such a lien is filed.,and Professional failss'to remove itwithin ten (10) days-after-.the date of"filing,
City shall have the right-to.pay or bond over such-liewat Professional's sole cost-and expense.
7.7 Default,
In the,bvent;PTofessionai:. (a),repud ates; 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,, filesi or has-filed.against it, a petition
for receiveiship, makes a geriefal assitimrfent for the benefit of creditors or dissolves, each such
event constituting an event of default hereunder;,City shall haveAlle right to tenninate all or any
part of-this Agreement, without liability to'Professionai 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 reguiations applicable to
Professional's performance of its obligations under tl is Agreement, all relevanf 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, liabilifies,,damages, costs and, attorneyfees.resulting from
any failure by Professional to do so. This indemnification obligation shall survive the termination
of this-Agreenient..
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Michael Kauffman, M.D.
Fire Department - 2009
Appropriation # 43-570.03: P.O.12643
Contract Not To Exceed $9,600.00
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 attomey 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.
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, terns,
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
that 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 lmand-delivered or sent by prepaid U.S. certified mail, return
receipt requested, addressed to the parties as.follows:
CITY:
City of Carmel
Department of Administration
One Civic Square
Carmel, Indiana 46032
ATTENTION: Keith Smith, Fire Chief
PROFESSIONAL:
Michael Kauffman, M.D.
5245 North County Road 600 East
Brownsburg, Indiana 461 12
Douglas C. Haney
Cannel City Attorney
One Civic Square
Carmel, Indiana 46032
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MiahaeCKauffiian, M.D..
Giee Department - 2009
Apprcpriation'#43-570.03; ,P.O.12643
hontraci Not To Exceed $9;600,00
Notwithstanding. the .above, City may orally provide to Professional. any notice required or
permitted by thrs.Agreement,,provided that such notice,shall,also then be sent as'required by this
paragraph within ten (I0) 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-
7.14 Governing Lawt 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 appeopriate court in
Hamilton County; Indiana only., and agree that such court, wthe 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.enti'remgreement o and between-tlie parties Hereto with respect to the
subject,matter--hereof, and. no prior agreement,. understand ing,OF representation pertaining to such
subteet matter, written or'oral. shall be;effective foriany'purpok. 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/o'r their respective successors'ift;interest. To the extent•anyproyision 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.itis authorized-to enter into this Agreernent.and that
arry person-or entity executing this Agreement on,beliatFof such party has the authority to bind
such party or the party which they represent; as the case,may be.
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Michael Kauffman, M.D.
Fire Department -2009
Appropriation #43-57U3; P:O.12643
Contract Not To Exceed `$4,60A 0
7.19 headings.
All headings and sections of this Agreement are inserted for: convenidnce only and do not, form a
part of this Agreement, nor. limit,, expandor otherwise alter the meaning of any provision hereof.
7.20 Advice of Counsel..
The; parties warrant that- they liave read this, Agreement and 'fully understand ;it, have had an
opportunity fo obtain the advice and. assistance -ofcouttsel throu0out the negotiation of same; and
enter into same,freely, voluntarily; and without any duress, undue influence-or coercion.
7.21 Copyright.
City acknowledges"that various materials which may he used and/or generated by Professional in
performance; of Services; including forms, job description 'formats, comprehensive position
questionnaire, clompensation and classification plan and reports ale copyrighted. City agrees that
all ownership, rights and copyrights thereto lie'with Professional, and'City will uselthem solely for
and on behalf of its, own operations. City agrees thaE„it will take appropriate action with its
employees to satisfy its obligations 'with respect. to use, copying, protection and security of
Professional's property.
7.22 Personnel.
Professional represents that it has; or will secure at, its own,`cxpense. all personnel required in
performing the,services.under. this agreement. Such-personnel shall not be employees:of or.have
any contrachial relationship with City.. All of the services_required hereunder will be performed
by Professional or'under his supervision and all personnel engaged in the work shall. be fully
qualified to-perform such.services.
7.23 Records and Inspections.
Professional shall maintain.Iull and accurate records with respect to all matters covered under this
agreement for three (3) years after-the expiratiorror early termination'ofthis agreement; City slialI
have freeoacccss,at all proper times to such, records and.the;right to exam Inc'"and audAthe-same
and to make transcripts there from . and to inspect all program data, documents; proceedings and
activities.
7.24 Accomplishment of Project
Professional shall commence; carryon, and complete the project,with:all practicable dispatch, in a
sound economical and efficient manner, 'in accordance with the provisions thereof and all
applicablc laws. In,accomplishing the project;,Professional shall sake such steps as are appropriate
to ensure that the work,involved,is properly coordinated with related work being.cartied on within
City's organization.
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Michael Kauffman, M.D.
Fire Department - 2009
Appropriation #43-570.03; P.O.12643
Contract Not To Exceed $9,600.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA MICHAEL KAUFFMAN, M.D
by and through its Board of Public
Works and Safetv
BY: BY:
i
A?? - /3,j ,,
James rainard, Presidin Offcer Authorized Signature
Date:
V'r
Printed Name:
Mary n Burke, Member/ ra Title:
Date: s 6
/ FID/TIN:
Lori Wats, MembZr SSN if Sole Proprietor:
?"?
Date: ,nc7 Date:
Diana Cordray, IANSC, C}lbal(-Treasurer
Date: e7/(o/ (9'9
(L'FB 11 Ptivmmi.Utofovmd SU?iw1r014NSVmfauutl $mi[o FORM R-7 7J-2.919 Asq 8
Aichael A.,Kat{fmann,,N'f.D.. FACEP
EMS Medical Directcr
CarmCe[ Fire Department
_5245 Nprtli;Co: Rd.:600. East
$rownsburg, Indiana 461-12
City of Carmel
Once C.ivie,Square
Carmel:. Indicann, 4h032.
Attn: EMS Chief Palark'Ilulett
Dear Chief Hul6tt,
Per your request, I am-sending.you a7etter of intent to continue my.contractual
relationship with Carmel Fire Depariment..It.Ila$ been our understa tdingin pievious
years.that the Carmel Fite (Department' ould like ,fur me to take a more active and
dedicated role in its Elv1S and fire activities..Thereforei I am writing this letter to continue
that relationship and renew°our contract that reflects this increased'level.of comminnent.
I would.pfoposethatJ cgntimie?lo allgcated einht,hcurs,per month•for the twch'e-inonths
in the year (96.h3ur5 _per year). Th'e.reimbursemem. for this activity would beat $-100
dollars,per }tour. The actual allocation of time will rotate around myhours as an,
Emergency Physician abd through scheduling v?ith your EMS department
attached %*ith this letter Piave included a-copy of our:current contract-for yo ur reuio?N.
Please call metwith additional questions or coinments oast }ou.need to make any changes
to our current arrangement:
= est regards;
Michael A.;Kaufmann, M.D.
dd?/t????,ll
Medical Director
The Medical Director shall allocate eight hours per month for
the twelve months in the year (96 hours per year). Allocation
of time will be rotated around his/her hours as an Emergency
Physician. Scheduling for this time will be done through
the EMS Division of the Carmel Fire Department.
During this time the Medical Director shall perform nine audit
and reviews, review run sheets, perform ALS training,
respond on emergency runs, make station rounds with the
EMS Director, and go to public meetings when requested by
the Carmel Fire Department
Compensation will be at 100$ / hour not to exceed $10,000
per year
Michael A. Kaufmann, M.D.
5245 North Co. Rd. 600 East
Brownsburg, Indiana 46112
Ph: 317-858-8471
Fax: 317-858-8718
Email: makau&na=(a,indy.rrcom
Ssn: 352-66-9697
Medical License # . 01053866A
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