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HomeMy Public PortalAbout132-2018 - HR -Mid America Clinical Laboratories - Blood Draws for Health FairPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this QV" day of , 2018, and referred to as Contract No. 132-2018, by and between the City of Richmond, Ynd1ana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and Mid America Clinical Laboratories, LLC, 2560 North Shadeland Avenue, Indianapolis, Indiana, 43219 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide testing services in connection with the City's 2018 Health Fair to be held on September 19, 2018, including, but not limited to the blood -draw testing services necessary for the wellness screening operations conducted at said Fair (the Project). Contractor shall perform all services described on Contractor's proposed Wellness Screening Proposal attached and marked as "Exhibit A" consisting of five (5) pages, which proposal was received July 17, 2018, is attached hereto, made a part hereof, and incorporated herein by reference. The Contractor shall abide by the same. 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 II. 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 in accordance with the rates as set forth on "Exhibit A" for the complete and satisfactory performance of all work described on "Exhibit A" and satisfactory completion of the Project. Contract No. 132-2018 Page 1 of 6 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, but in no event more than thirty (30) days after the date of the Wellness Screening provided hereunder. This Agreement shall not automatically renew. Section 7 of Contractor's Proposal shall survive any termination of this Agreement. 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 City shall provide Contractor with a certificate of insurance evidencing its general and professional liability insurance covering acts and omissions of its respective employees, representatives, or agents. 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. Page 2 of 6 Coveraze A. Worker's Compensation & Disability Requirements B. Employer's Liability C. Malpractice/Errors & Omissions Insurance Limits Statutory $100,000 $1,000,000 each occurrence $3,000,000 each aggregate 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 Page 3 of 6 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 negligence which may arise as a result of Contractor's actions or omissions in the course of Contractor's performance of its obligations pursuant to this Agreement. City hereby agrees to release and hold harmless the Contractor and all officers, employees, or agents of the same from all liability for negligence which may arise as a result of City's actions or omissions in the course of City's performance of its obligations pursuant to this Agreement. Page 4 of 6 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 party. 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 the party found to be in breach, and in addition to any other damages or remedies, the breaching party shall be liable for all costs incurred by the non - breaching party in its efforts to enforce this Agreement, including but not limited to, reasonable attorney's fees. [Signature page to follow.] Page 5 of 6 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 By: ,�6 Vicki Robinson, President By: _ -�, r). Richard Foore, Member "CONTRACTOR" MID AMERICA CLINICAL LABORATORIES, LLC 2560 North Shadeland Avenue Indianapolis, IN 43219 Printed: tAw 1" I- LA, Q.A'J By: Title: CCU Anthony L. Oster, II, Member APPROVED: — Date: 01 % bk- David M. Snow,proll, I Date: Page 6 of 6 WELLNESS SCREENING AGREEMENT This Wellness Screening Agreement is made and entered into this 17"' day of July, 2018 ("Effective Date"), by and between Mid America Clinical Laboratories, LLC and City of Richmond ("Sponsor"). Sponsor and Mid America Clinical Laboratories hereby agree as follows: 1. OPERATION OF WELLNESS SCREENING. 1.1 Sponsor's Wellness Screening (Wellness Screening) will be held at the locations and dates indicated on Attachment 2. Sponsor will be solely responsible for operating and managing the Wellness Screening in accordance with all applicable legal requirements, including without limitation, obtaining all necessary approvals, permits, payment of fees, insurance, retaining qualified personnel, providing notices and directions to Participants, providing a screening and/or site coordinator, ensuring adequate supplies, arranging for courier service or specimen pick up, medical and routine waste removal, compliance with OSHA and other safety precautions, and security/integrity of all Participant health information, and all other matters necessary to operate the Wellness Screening. 1.2 Sponsor will retain licensed physicians or other person(s) authorized by state or federal law to order laboratory testing ("Ordering Person"), to perform specimen collection (unless otherwise agreed to by the Parties), and to receive and review laboratory results at or as a result of the Wellness Screening. 2. SERVICES PROVIDED BY MID AMERICA CLINICAL LABORATORIES 2.1 Laboratory Testing and Results. The types of laboratory tests that may be ordered under this Agreement are described in Attachment 3 ("Testing"). Testing results will be delivered to the Ordering Person. Mid America Clinical Laboratories cannot provide results to persons other than the Ordering Person and the Participants unless, authorized in writing by the Ordering Person and/or the Participant (as appropriate), and subject to the requirements of the federal Health Insurance Portability and Accountability Act ("HIPAA"), as applicable. 2.1.1 Mid America Clinical Laboratories is not responsible for individually packaging the results. Any "critical values" or "alert values" will be faxed directly to the Ordering Person in accordance with Mid America Clinical Laboratories' standard procedures. If any results are to be faxed, Mid America Clinical Laboratories must be provided with a current fax number and assurance of the suitability/security of the receiving telecopier for receiving "protected health information" (as defined by H I PAA). 2.2 Supplies / Logistics. Mid America Clinical Laboratories will provide standard blood collection supplies and related processing equipment (as requested by Sponsor) and will provide instructions and packaging for preparing specimens for transportation to the laboratory by Mid America Clinical Laboratories couriers. 3. TEST ORDERING AND SPECIMEN IDENTIFICATION 3.1 All Testing shall be ordered using requisitions and other documentation approved in advance by both parties. All required fields must be completed. 3.2 All specimen containers must be properly identified. Specimens must be properly secured and maintained at proper temperature until delivered to Mid America Clinical Laboratories personnel. 4. TERM The term of this Agreement will commence on the Effective Date set forth above and will end thirty (30) days after the date of the Wellness Screening(s) provided hereunder. However, either party may terminate this Agreement with or without cause upon 15 days' prior written notice to other party. EXHIBIT - PAGE j_OF� 5. COMPENSATION The compensation to Mid America Clinical Laboratories for Testing shall be as set forth in Attachment 3. Sponsor will reimburse Mid America Clinical Laboratories within thirty (30) days of receipt of the invoice. Mid America Clinical Laboratories cannot bill any federally funded program for Testing and will not bill any other third parties. 6. MISCELLANEOUS PROVISIONS Mid America Clinical Laboratories' services hereunder are to be rendered in the capacity of an independent contractor of Sponsor. This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof and supersedes all prior agreements or understandings between the parties. It may not be amended or modified except by a writing signed by authorized representatives of the parties. Sponsor may not assign or otherwise transfer this Agreement to any other person or entity. Each party represents and warrants that it has not been convicted of a crime related to healthcare or is not currently listed by a federal agency as debarred, excluded or otherwise ineligible for participation in federally funded programs (including, without limitation, federally funded healthcare programs, such as Medicare and Medicaid). COMPLIANCE WITH LAW 7.1 Each of the parties represents and warrants to the other party that it will comply with all applicable laws, rules or regulations ("Applicable Laws"), including, but not limited to, the federal Physician Self -Referral Law, 42 U.S.C. 1395nn, and the regulations promulgated thereunder (together, the "Stark Law"), similar state physician self -referral laws and regulations (together with the Stark Law, the "Self -Referral Laws"), the federal Medicare/Medicaid Anti -kickback Law and regulations promulgated thereunder (the "Federal Anti -kickback Laval) and similar state Anti -kickback laws and regulations (together with the Federal Anti -kickback Law, the "Anti -kickback Laws") and the Health Insurance Portability and Accountability Act ("HIPAA" ). 7.2 If Sponsor requests personal information (or reports) about Participants, as described in Section 2.1, Sponsor must be able to represent to Mid America Clinical Laboratories that it is a Covered Entity, a Business Associate of a Covered Entity, or that the Participant has provided an Authorization for the requested disclosure of their health information, all as provided for under HIPAA. This Section 7 shall survive termination of the Agreement. INSURANCE Each party agrees to maintain general and professional liability insurance in minimum amounts of $1,000,000 per occurrence and $3,000,000 in the aggregate per year to cover the acts and omissions of their respective employees, representatives, or agents for services rendered pursuant to this Agreement. In the event that any insurance referred to herein is of the "claims made" type, each party with such insurance coverage agrees that the insurance shall be continued for a period of at least four (4) years after the termination of this Agreement, or the party shall purchase extended reporting period insurance (also known as "tail coverage") to extend the insurance for a minimum of four (4) years after the termination of this Agreement. The provisions of this Section shall survive the termination of this Agreement. IN WITNESS WHEREOF, the parties intending to be legally bound, have set their hands the date and year first above written. MID AMERICA CLINICAL LABORATORIES, LLC By: Print Name: Daniel J. LaReau Title: CEO and General Manager Date: City of RichmonS� By: Print Name: Title: Date: `":, Account #: N42079 EXHIBIT _ PAGE a 0 ATTACHMENT 1 SPECIALIZED ADDITIONAL PROVISIONS Check Box if Applicable ❑ Medicare and Medicaid Recipients Participation. Medicare recipients may only participate in screening tests or PSA, cholesterol, triglycerides, HDL, glucose and occult blood screening tests on a fee for service basis if they sign the appropriate waiver(s) where the recipient agrees to be personally responsible for paying to have the Tests performed, which form shall be approved in advance by both parties. Medicaid recipients cannot receive testing on a fee for service basis unless the Sponsor has written confirmation from the State Medicaid agency that the screening tests offered at the Wellness Screening are not a covered benefit to Medicaid recipients. If Sponsor learns that a Medicaid recipient has participated in the Wellness Screening on a fee for service basis (or Medicare recipient was tested for PSA, cholesterol, triglycerides, HDL, glucose or occult blood without signing the waiver), Sponsor agrees to refund the Participant the appropriate testing fees and inform Mid America Clinical Laboratories immediately. ❑ Osteoporosis Risk Test CORT1. The offering, ordering, testing, and reporting of the ORT shall comply with any and all applicable laws and regulations, including those regulations issued by the Food and Drug Administration ("FDA"), and (i) any references to ORT in marketing and educational material must comply with FDA requirements for tests approved for diagnostic purposes (such material must be submitted to Mid America Clinical Laboratories for approval prior to use; such approval will not be unreasonably withheld); and (ii) use of ORT will be the responsibility of the Ordering Person retained by the Sponsor for the Wellness Screening. ® Phlebotomy. Mid America Clinical Laboratories will provide phlebotomists at an additional specimen collection charge to Sponsor of $ 15.50 per draw. EXHIBIT la PAGE DOE S, ATTACHMENT 2 List of Wellness Screening Locations and Dates: Excluding the Federal holidays of New Year's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day (unless mutually agreed upon). Location/Address of Wellness Screening I Date Wayne County Fairgrounds Richmond, IN 9/19118 EXHIBIT PAGE �OP_,!�L] ATTACHMENT The following are the list of tests and associated fees that will be provided by Mid America Clinical Laboratories under this Agreement: Selected Tests Fees 7600 - Lipid Panel $9.00 1759 - CBC $6.00 8181 -A1C $10.00 899 - TSH $10.00 5363 - PSA $10.00 10231 - CMP $12.86 Logistics: Logistic charges may be incurred dependent upon location of Wellness Screening. If applicable, specific charges are listed below. n/a EXHIBIT A PAGE C�-°F- �