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HomeMy Public PortalAbout023-2020 - Rooney and Company - Cost Report PreparationPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this XIA- day of `' , 2020, and referred to as Contract No. 23-2020, by and between the City of Richmond, 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, 462.17 (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 (2019) Indiana Medicaid Freestanding Governmental Ambulance Provider Cost Report as described on Contractor's proposal dated February 6, 2020, 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 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. Contract No. 23-2020 Page 1 of 6 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. 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, 2020, 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, 2020. 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, 2020, deadline so that the Fire Department administration can timely file said Cost Report ley 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 III 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 irr 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. Page 2 of 6 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. Page 3 of 6 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. Page 4 of 6 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 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 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. [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: 1�4. &/1(� Vicki Robinson, President By: Emil Palmer, Member By: Matt Evans, Member am IN Date: ® Z Z-d "CONTRACTOR" ROONEY & CO, LLC 7839 Islay Road Indianapolis, IN 46217 B c C� Lisa L. Rooney, Manager 0/ Page 6 of 6 Date: :5 a 2—O ('ZL2 ROONEY & CO,LLC ACCOUNTING AND ECONOMICS 7839 ISLAY ROAD INDIANAPOLIS, IN 46217 February 6, 2020 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 CC) 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, 2019. 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 2019 ambulance supplemental payment. We would agree to limit our fees under the contingency arrangement to $10,000. �11BIT FADE Cle�- 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. Prin Date: Title: E A-