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Public Safety Medical/CPD Public Safety Medical an eq. 15.10)03 tt Police Department 2010 Appropriation #1110- 407 -01; P.O. #27011 Contract Not To Exceed $4,000.00 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES APPflOV_O AS TO FORM BY THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES "Agreement is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety "City and Public Safety Medical, an entity duly authorized to do business in the State of Indiana "Vendor"). TERMS AND CONDITIONS 1. ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions. 2. PERFORMANCE: City agrees to purchase the goods and /or services (the "Goods and Services from Vendor using City budget appropriation number 1110 407 -01 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3. PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Four Thousand Dollars ($4,000.00) (the "Estimate 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 sixty (60) 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. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. 4. WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those certain specifications, descriptions and /or quotations regarding same as were provided to Vendor by City and /or by Vendor to and accepted by City all of which documents are incorporated herein by reference, and that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient for their particular purpose. Z: \.haral\EroLSva Goals Sve,Wollce Dgn120 10\PUBLIC SAFETY MEDICAL Good. 8 Serviui Rev S- O6- 07 /y/2010 8 :55 AM] Public Safety Medical Ponce Department 2010 Appropriation #1110-407-01; P.O. #27011 Contract Not To Exceed $4,000.00 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same "Effective Date and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form 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 information relating thereto. At the time of the delivery of the 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 the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms 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 commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into 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 (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and /or in equity. 9. 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, such insurance as is necessary for the protection of City and Vendor from all claims for damages 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 of Vendor's agents, officers, employees, contractors and subcontractors; and, for 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 in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such 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 or in connection with Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property. [Z Wural\Prol:Svcs Gods Svc.\Police Dq I\2010\PUBLIC SAFETY MEDICAL Good Svvi. Rev 8 -06- 117 /2/2010 S:55 AM] Public Safety Medical Police Department 2010 Appropriation #1110- 407 -01; P.O. #27011 Contract Not To Exceed $4,000.00 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. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and /or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all 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 their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and /or Vietnam era veteran status. 12. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not 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 hereof. 13. 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. 14. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. 15. 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 agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, 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. [Z: \sham] \Pod Ss', S. Goods Svcs\PoIicc Dcp\20111 \PUBLIC SAFETY MEDICAL Goods Suvicv. Rev 8-06-07 do, 8/1/20 I0 8 55 AM] Public Safety Medical Police Department 2010 Appropriation #1110- 407 -01; P.O. #27011 Contract Not To Exceed $4,000.00 16. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 17. NOTICE: 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 Carmel One Civic Square Carmel, Indiana 46032 ATTN: Michael Fogarty, Chief of Police AND Douglas C. Haney, City Attorney, Department of Law One Civic Square Carmel, Indiana 46032 If to Vendor: Public Safety Medical 324 E. New York Street, Suite 300 Indianapolis, Indiana 46204 Telephone: 317- 972 -1180 E -Mail: ATTENTION: Patti Cooper Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 18. TERMINATION: 18.1 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 or encumbered 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, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. [Z:\ har.thProf.Svc, Good Svcs \Poke D ,I\2010\PUBLIC SAFETY MEDICAL God. Rev 6 -07.do :S/3420I0 S.55 AM] Public Safety Medical Police Department 2010 Appropriation #1110 407 -01; P.O. #27011 Contract Not To Exceed $4,000.00 18.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. 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, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 20. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 21. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2010, 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. 22. 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. 23. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 24. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 25. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. [Z:\sharWlProf.Svcs Goods Svc,\Policc Do \201f1\PUBLIC SAFETY MEDICAL Goods Services Rev S-06-07 dot //2010 X:55 AM] SEP /07 /2010 /TUE 12:05 PM PUBLIC SAFETY MED FAX No. 9721190 P. 007 Public Safety Medical Police Department 2010 Appropriation x#1110407 -01; .P:O, #27011 Cantract.Not To Exceed $4,000.00 26. ENTIRE AGREEMENT; This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City,with respect to thesublect matter'hereof, and supersedes ail prior oral orwritten representations and:agreements regarding same. Notwithstanding any other term or condition set forth herein., but subject to paragraph 16, hereof, tote extent any term or condttion contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in fnterest. IN WITNESS WHEREOF, the parties ‘hereto have made and executed this Agreement .as follows CITY OF:CARMEL, :INDIANA PUBLI:C`:SAFETY MED !CAL by,and through.itt Board of Public Works and Safety By: By:. /(107-niAlei2f James Brainard, :Presiding Officer A thor; ;d S-anature. Date:: Sit AG'�P` printed Name :Mary A Burke, bet Date �7 Title Lori S. a`Nat ember FIDJTIN (2 1 7 9 7 j Date, V/r5 SSN if ATTEST: &A, Date: 9- 7- ao (C) Diana Cordray,, IAMC, reasurer Date: 95 /v [iron :wa+oCSycK &Uoou swwa ngnunrowua�lC rr.p.micu ai,41. trswider Rsr64F074oc uiPIpf, :�%Anq S TET► 324 E. New York Street, Ste 300 0 41 Indianapolis, IN 46204 9 Applicant 317.972.1180 Phone 3, I x 317.972.1190 FAX r 2010 Service Agreement 4 :sLt999 The following when signed by Public Safety Medical (PSM) at 324 E. New York Street, Suite 300, Indianapolis, IN 46204 and Carmel Police Department, 3 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 Carmel Police PSM agrees to provide the following services: Department D o SERVICE DESCRIPTION (j) E Code Cost 0 m 3 Exec 1 (CMP, CBC, Lipid, Veni.): 3500 Venipuncture 3000 $3.06 CBC 3083 $17.68 CMP 3522 $19 :52 Blood and Lipid Panel (total chol., HDL, LDL, ratio) 3523 $20.74 Lab Work TB Skin Test 6153 $7.14 X TB Read (if applicable) 6148 included Applicant Health Screen PERF 3515 $120.16 X Applicant Health Screen 1 3510 $107.92 Applicant Health Screen 3 3520 $199.10 Drug Screen -Urine 3080 $71.40 X Applicant Medical Testing: Place code in yellow column Vital Signs -ht, wt, BMI, BP, resp., 6000 $7.14 X pulse Vision Titmus 6050 $26.52 X Color vision- Ishihara 6070 $26.52 X Medical PFT w /interpretation 6110 $33.66 X Testing Audiometry 6090 $14.28 X ECG w /interp 6120 $20.40 X Urinalysis- dipstick 6020 $3.06 X Tonometry 6040 $36.72 X Speech Discrimination 6100 $52.02 Chest X -ray (PA) 4025 $51.00 Chest X -ray (PA/LAT) 4000 $61.20 X Indiana PERF evaluation (comp) 10000 $178.50 X Illinois Pension evaluation (comp) 10100 $178.50 Ohio PFPF evaluation (int) 10050 $102.00 Physical Comprehensive evaluation 1020 $178.50 Exam Intermediate evaluation 1030 $102.00 Brief evaluation 1040 $76.50 FBI pre- employment 10700 BIA- bioelectrical impedance 2019 $14.28 Waist -hip ratio 2018 $3.06 Body Fat check -Bod Pod 2025 $21.42 Fitness Flexibility Check 2030 $10.20 Services Muscular Strength and Endurance 2040 $26.52 Treadmill PFE 2080 $156.00 Max TM 2066 $222.36 Admin Fees Chart review and completion $52 X Admin Fee Ohio Police /Fire 3207 $28 F: marketing /Goldmine templates 1 of 4 EXHIBIT Payment Terms In consideration of the services described above, Carmel Police Department agrees to the following payment terms: BASE SERVICES PERF (See previous page for detail) Sworn Volunteer Blood and Lab Work $198.70 NA Medical Testing $229.50 NA Physical Exam $178.50 NA Fitness Services N/A NA Admin Fees $52.00 NA TOTAL INVESTMENT $658.70 NA Scheduling and Communication of Results 1. Call Patti Cooper at Public Safety Medical to schedule both the physical and psychological evaluation (if applicable). 2. Evaluations are coordinated on same day. 3. Evaluation schedule will be typed and faxed or e- mailed to departmental contact Departmental Contact: Michael D. Fogarty FAX (317)571 -2512 4. Information packet with instructions and schedule is provided to applicant. 5. Physical and psychological evaluations are performed. 6. Testing results are compiled. 7. Report is prepared and mailed to Department within 7 -10 business days of appointment. Name of Dept. Representative: Michael D. Fogarty, Department Name: Carmel Police Department, Address: 3 Civic Square, Carmel, IN 46032 Billing Bills are generated weekly. Net 15 days. Invoices will be sent to: Carmel Police Department, 3 Civic Square Carmel, IN 46032 Policy on Additional Testing In the event that PSM finds it necessary to perform additional testing due to pension fund requirements or at the request of the medical director, the Carmel Police Department will incur the expense. Policy on Repeat Testing In the event that PSM finds it necessary to retest a patient due to a positive test result or the recommendation of the PSM medical director, the cost incurred will be billed to Carmel Police Department if the retest was not based upon an error on the original test. If the retest is due to an error by PSM or a contracted laboratory or other representative, PSM will absorb any additional retest costs. No recommended actions will be made to Carmel Police Department until PSM has received accurate retest information. Location of Evaluations Physical Evaluations: Public Safety Medical, 324 E. New York Street, Suite 300, Indianapolis, IN 46204 Psychological Evaluations: IPSP, 251 E. Ohio St., Suite 1000, Indianapolis, IN 46204 F: marketing /Goldmine templates 2 of 4 v-voziq Departmental Information Contact person: Name: Michael D. Fogarty Title: Chief Phone: (317)571 -2529 E -mail: mfogarty ©carmel.in.gov Address: 3 Civic Square, Carmel, IN 46032 Price Increases Price increases for the following year will be made known by June of the current year. Records and Accounts PSM shall maintain accurate records and accounts of all transactions relating to the Services performed by it pursuant to this Agreement. Exam Arrival Time To optimize the service provided to Carmel Police Department personnel, we request that you send your personnel 15 minutes prior to their appointment time. When Running Late If your personnel are running late for their appointment(s), please call the contact whose name and number is listed on the signature page. This will ensure that appropriate arrangements may be made at PSM to accommodate your personnel or potential rescheduling. Cancellations and No Shows Cancellations should be made at least 3 days (1 shift for fire departments) prior to the scheduled appointment. This enables PSM with enough notice to offer the appointments to another department and properly prepare. Any scheduled appointment that results in a No Show, or if the cancellation is less than a 3 -day notice, may result in a No Show penalty fee of $40 per person. Liability and Indemnification PSM shall have no liability whatsoever to Carmel Police Department for any error, act or omission in connection with the services to be rendered by PSM to Carmel Police Department hereunder unless any such error, act or omission derives from willful misconduct or gross negligence. Insurance PSM maintains insurance to protect it and Carmel Police Department from the claims set forth below which may arise out of or result from PSM operations under this Agreement, whether such operations be by PSM or by its subcontractors 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 PSM insurance shall be not less than the acceptable industry standards for the performance of medical and occupational health related services. Confidentiality PSM agrees to hold in strict confidence, and to use reasonable efforts to cause its employees and representatives to hold in strict confidence, all confidential information concerning Carmel Police Department furnished to or obtained by PSM in the course of providing the agreed -upon services. PSM 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 information in connection with PSM performance under this Agreement or by the express written consent of a Carmel Police Department employee. Proprietary Information PSM asks that all information provided within this document be held confidentially and not shared with any related F: marketing /Goldmine templates 3 of 4 L Ft,-- "366q providers, those organizations who could be considered competition to PSM, other fire or law enforcement organizations, or unnecessary personnel within the Carmel Police Department. Termination for Convenience Either PSM or Carmel Police Department may terminate this Agreement at any time by giving thirty (30) days written notice. PSM shall be entitled to payment for deliverables in progress, to the extent the work has been performed satisfactorily. Term of Agreement This agreement shall continue uninterrupted unless a formal notice requesting termination of services is received in writing. Questions regarding this Agreement may be directed to the Contact Person below at 317.972.1180. Public Safety Medical Carmel Police Department Patti Cooper 44! C-0A.g P-e6.i) ,2 ry Name Printed Name Printed l katt1/f A Name Signed Name Signed nn Manager of Special Services C F Title Title Date e 1 0 Date F: marketing /Goldmine templates 4 of 4 t N VV