HomeMy Public PortalAbout049-2018 - Fire - Rooney & Co - Provider cost reportingPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 0 day of 2018, and referred to
as Contract No. 49-2018, by and between the City of Richmon , Indiana, a municipal corporation
acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City")
and Rooney & Co, LLC, 7839 Islay Road, Indianapolis, Indiana, 46217 (hereinafter referred to as the
"Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide professional cost report preparation services in connection
with the prior year (2017) Indiana Medicaid Freestanding Governmental Ambulance Provider Cost
Report as described on Contractor's proposal dated March 13, 2018, attached as "Exhibit A" and
consisting of two (2) pages, which exhibit is attached hereto and made a part hereof. Contractor
agrees to abide by the same. Contractor shall also provide answers to the Richmond Fire Department
administration in the event technical issues and/or other questions arise prior to and/or during the
filing of the Cost Report.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION IL STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the
work.
SECTION III. COMPENSATION
City shall pay Contractor a sum not to exceed Four Thousand Dollars ($4,000.00) for the complete
and satisfactory performance of all work described on "Exhibit A" and for assisting the Richmond
Fire Department administration with any technical issues and/or questions that arise during or prior
to the filing of the Cost Report.
Contract No. 49-2018
Payment of said sum is specifically contingent upon timely completion and submission of the Cost
Report to the Richmond Fire Department administration in order that said administration can timely
file the Cost Report on or before the deadline date of May 31, 2018, as set forth below.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
completion of the project, which completion is expected to be on or before May 31, 2018. Said date
is the deadline for the Cost Report to be filed. Time is of the essence and Contractor understands,
acknowledges, and agrees that if the Cost Report is not prepared and submitted to the Richmond Fire
Department administration well in advance and prior to the May 31, 2018, deadline so that the Fire
Department administration can timely file said Cost Report by said deadline, then said administration
will lose the reimbursement funds that would have been generated by said Report, and Contractor
will not be paid as set forth in Section iil above.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part,
for cause, at any time by giving at least five (5) working days written notice specifying the effective
date and the reasons for termination which shall include but not be limited to the following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work performed
prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by
setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or
property or any other claims which may arise from the Contractor's conduct or performance of this
Agreement, either intentionally or negligently; provided, however, that nothing contained in this
Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers,
agents, or employees.. Contractor shall as a prerequisite to this Agreement,_ purchase and thereafter
maintain such insurance as will protect it from the claims set forth below which may arise out of or
result from the Contractor's operations under this Agreement, whether such operations by the
Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them, or
by anyone for whose acts.the Contractor may be held responsible.
Coverage
Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Business Liability $1 Million each occurrence
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility
status of all newly hired employees of the contractor through the Indiana E-Verify program.
Contractor is not required to verify the work eligibility status of all newly hired employees of the
contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists.
Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit
affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC
22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to
remedy the violation not later than thirty (30) days after the City notifies the Contractor of the
violation. If Contractor fails to remedy the violation within the thirty (30) day period provided
above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement
will be terminated. If the City determines that terminating this Agreement would be detrimental to
the public interest or public property, the City may allow this Agreement to remain in effect until the
City procures a new contractor. If this Agreement is terminated under this section, then pursuant to
IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement that
this certification is no longer valid, City shall notify Contractor in writing of said determination and
shall give contractor ninety (90) days within which to respond to the written notice. In the event
Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran
within ninety (90) days after the written notice is given to the Contractor, the City may proceed with
any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the
course of this Agreement that this certification is no longer valid and said determination is not
refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider
the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of
the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting on
behalf of Contractor or any sub -contractor shall not discriminate against any employee or
applicant for employment to be employed in the performance of this Agreement, with respect
to hire, tenure, terms, conditions or privileges of employment or any matter directly or
indirectly related to employment, because of race, religion, color, sex, disability, national
origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
That in the hiring of employees for the performance of work under this Agreement of
any subcontract hereunder, Contractor, any subcontractor, or any person acting on
behalf of Contractor or any sub -contractor, shall not discriminate by reason of race,
religion, color, sex, national origin or ancestry against any citizen of the State of
Indiana who is qualified and available to perform the work to which the employment
relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor or
any sub -contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City under
this Agreement, a penalty of five dollars ($5.00) for each person for each calendar
day during which such person was discriminated against or intimidated in violation of
the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money due or
to become due hereunder may be forfeited, for a second or any subsequent violation
of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents
of the same from all liability for Contractor's negligence which may arise in the course of
Contractor's performance of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of its
rights or obligations hereunder without the prior written consent of the other parry. 'Any such
delegation or assignment, without the prior written consent of the other party, shall be null and void.
This Agreement shall be controlled by and interpreted according to Indiana law and, shall be binding
upon the parties, their successors and assigns. This document constitutes the entire Agreement
between the parties, although it may be altered or amended in whole or in part at any time by filing
with the Agreement a written instrument setting forth such changes signed by both parties. By
executing this Agreement the parties agree that this document supersedes any previous discussion,
negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit arising
out of this Contract must be filed in said courts. The parties specifically agree that no arbitration or
mediation shall be required prior to the commencement of legal proceedings in said Courts. By
executing this Agreement, Contractor is estopped from bringing suit or any other action in any
alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the
Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to
bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has been
duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages or
remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the
day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
r `
By:
Vicki Robinson, President
ER
i
APPROVED:
!r . Sn , ayor
Date:
"CONTRACTOR"
ROONEY & CO, LLC
7839 Islay Road
Indianapolis, IN 46217
Bv, ,— 1 / 6L�- t `J"
Lisa L. Rooney, Manager
Date: �^ (41
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ROONEY & CO. LLC
ACCOUNTING AND ECONOMICS
7839 ISLAY ROAD
INDIANAPOLIS, IN 46217
March 13, 2018
Jerry L. Purcell
Fire Chief
Richmond Fire Department
101 South Fifth Street
Richmond, IN 47374
Dear Chief Purcell,
The purpose of this letter is to confirm the cost report services we will perform, and the scope of the engagement.
This engagement is by and between Rooney and Co, LLC, an Indiana limited liability company ("Rooney and Co") and
Richmond Fire Department ("RFD"). Our engagement will include the preparation of the following cost report from the
information you supply us:
➢ Indiana Medicaid Freestanding Governmental Ambulance Provider Cost Report for the year ending
December 31, 2017.
Rooney and Co is responsible for preparing the cost report listed above in compliance with the cost allocation
principles found in OMB Circular A-87 and CMS Pub. 15-1 and based on the instructions outlined in the Indiana Health
Coverage Program June 4, 2013 Medicaid Bulletin BT201316. The purpose is to determine the Medicaid program
ambulance costs for potential additional Medicaid reimbursement. Rooney and Co will provide RFD a planning guide to
assist in compiling the necessary data required for completion of the above report. All statements, records, schedules,
working papers, or memoranda prepared by Rooney and Co during our engagement shall remain the exclusive property of
Rooney and Co.
This engagement is limited solely to cost report preparation. Rooney and Co will not audit or otherwise verify the
data you submit (the "Data"). However, the Office of Medicaid Policy and Planning requires that you have adequate
documentation to support the cost reports filed, and we may require clarification with regards to the Data you provide.
Regardless of whether or not separate, several, joint or concurrent liability may be imposed upon Rooney and Co, RFD
shall indemnify and hold harmless Rooney and Co from and against all damages, claims, and liability arising from or
connected with the Data provided. If Rooney and Co shall become a party to litigation or required to respond to an audit
of RFD based upon the Data submitted or the failure of the cost report to be timely submitted due to the suspension or
termination of our work due to non-payment or failure to provide the Data or other necessary info on a timely basis, then
RFD shall hold Rooney and Co harmless and indemnify Rooney and Co with respect to all associated costs, including
without limit to: attorneys' fees, accountants' fees, court costs, interests, and penalties.
Our fees for the cost report preparation will be $4,000 or you may choose a 25% contingency due upon the
receipt of the 2017 ambulance supplemental payment. We would agree to limit our fees under the contingency
arrangement to $10,000.
1EXH1 ffN PAGE _A_ 2
If you choose the fixed fee amount of $4,000, you will be invoiced upon completion of the cost report. Our
invoices are due and payable within 30 days. If the contingency option is chosen, the payment
to Rooney and Co is due within 30 days of receipt of your payment. Interest will accrue at a rate of 3% per month on any
unpaid balances
We believe the foregoing correctly sets forth our understanding, but if you have any questions, please let us know.
If you find the arrangements acceptable, please acknowledge your agreement to the understanding by signing and
returning the letter to us.
We look forward to working with you as a client. Should you have questions please contact Lisa Rooney at
317.840.8280 or by email, Lisa.Rooney@Rooneyandco.com.
Sincerely,
Rooney and Co, LLC
/s/ Lisa Rooney
Lisa Rooney, Manager
Please have the authorized agent or other authorized representative select the fee schedule desired, and then execute and
date below.
Flat Fee $4,000
Contingency Fee of 25% of Payment (Limited to $10,000)
I have read and understand the above Agreement, selected the desired fee schedule, received a copy, and accept all of its
terms.
Richmond Fire Department
EXHIE IT AP GE ar
By: -------- Date:
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EXHIBIT PAGE 2 OP 2�