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HomeMy Public PortalAbout114-2020 - Finance - Henry County Memorial Hospital - 2020 Blood DrawPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this X% ' day of , 2020, and referred to as Contract No. 114-2020, 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 Henry Community Health, 1000 North 10h Street, New Castle, Indiana, 47362-0490 (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 2020 Health Fair to be held September 30, 2020, October 1, 2020, and October 2, 2020, including, but not limited to the blood -draw testing services and biometrics necessary for the wellness screening operations conducted at said Fair (the Project). Contractor shall perform all services described on Contractor's proposed Memorandum and Statement of Work materials attached and marked as "Exhibit A" consisting of six (6) pages, which proposal was received May 29, 2020, 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. Contract No. 114-2020 Page 1 of 7 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. The costs per employee shall be at the Sixty Dollar rate ($60.00) for females and at the Seventy Dollar rate ($70.00) for males, with the understanding that the number of employees expected to attend, as set forth in Contractor's proposal, is an estimate that is subject to change and the total amount paid to Contractor shall be contingent upon and subject to the actual number of employees who receive the services at the 2020 Health Fair. 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. 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. Page 2 of 7 This Agreement may also be terminated by the City if a force-majeure event occurs and the results or aftereffects of said event causes the performance of this Agreement to become impossible or highly impracticable. Said event or results or aftereffects of said event would include events or effects which the parties to this Agreement could not have anticipated or controlled. Examples of a force-maj eure event, or its results, would include, but would not be limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act of Executive Enforcement of the Federal government, the State of Indiana, or local government. 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. Coverage Limits A. Worker's Compensation & Statutory DisabilityRequirements B. Employer's Liability $100,000 C. Malpractice/Errors & Omissions Insurance $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 Page 3 of 7 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. ' Page 4 of 7 B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees: 1. 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. 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 Page 5 of 7 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 6 of 7 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 shallarise favoring or disfavoring any parry 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: �"' h6y� Vicki Robinson, President 1.6 By: Matt Evans, Member "CONTRACTOR" HENRY COMMUNITY HEALTH 1000 North 16th Street - New Castle, IN 47362-0490 By: Printed: Title: CFO APPROVED: Date: Q/ SnfalMa Date: Page 7 of 7 B MEMORANDUM OF UNDERSTANDING (MOU) Between Henry Community Health and City of Richmond This is an agreement between Henry Community Health, hereinafter called Henry Community Health .and "City of Richmond", hereinafter called City of Richmond.. I. PURPOSE.& SCOPE The purpose of'th.is MOU is to clearly.identify the roles and responsibilities of each party relating to the delivery of certain services as defined in the Statement of Work (SOW), Attachment A. In particular, this MOU is intended to: • Enhance the delivery of services in a timely manner ensuring proper billing and reporting; • Reduce scheduling, registration and billing errors thus promoting excellent customer service and employer/employee satisfaction; • Establish standardized workflows between both parties to ensure expectations and outcomes are met. ll. RESPONSIBILITIES UNDER THIS MOU Henry Community Health shall undertake the following activities: • Share insight on `current wellness trends and statistics; • Collaborate with CITY Or RICHMOND to define Scope .of'Work (SOW); • Arrive on time or earlier as needed for the Health Fair, provide at least 3 licensed, qualified technicians responsible for providing services as defined in the SOW; • Provide a Corporate Health Fair Requisition to each employee to complete for any service to be performed by Henry Community Health that is related to this wellness event; ® Safeguard employee PHI information consistent'with HIPAA requirements; • Safeguard all laboratory specimens as required by CILIA and CAP; • Ensure employees and designated CITY OF RICHMOND personnel receive results no later than thirty (30). calendar days after the Last screening is performed; --------------------- • Provide accurate and complete billing of services as defined in the SOW. In the event that there is an issue related to any part of the delivery of the wellness services or related billing, CITY OF RICHMOND is to contact Steve Myers. IV. CITY OF RICHMOND RESPONSIBILITIES UNDER THIS MOU CITY OF RICHMOND shall undertake the following activities: • Communicate the. event to the employees including start and enddates; and provide Henry Community Health's Corporate Health Fair Requisition; • Provide appropriate, safe space on CITY OF RICHMOND's site and include tables, chairs, lighting electrical access, and trash cans; • Collaborate with Henry Community Health withregard to any employee questions, concerns or limitations prior to the event whenever possible; • Communicate any questions or concerns about billing options to Henry Community Health prior to completing the SOW; Provide. Henry Community Health with a list of employees that are eligible and may be presenting to Cambridge City Family Health Partners after the Health Fair which would .include their full name; • Communicate to those employees that missed the blood work during the Health Fair . that they must go to Cambridge City Family Health Partners to have the blood work completed; • Ensure employees going to the Cambridge .City Family Health Partners bring a Corporate Health Fair Requisition and Informed Consent for Blood Draw Form; • Ensure employees follow through and arrive at their assigned time for onsite and/or scheduled services. Failure to provide, undertake or perform any of the -above activities may result in billing issues; specifically, the inability to identify the patient correctly as a Wellness patient resulting in the employee being billed full charges.: V. IT IS MUTUALLY UNDERSTOOD AND AGREED BY AND BETWEEN THE PARTIES THAT: Henry Community Health understands that circumstances may necessitate the need to reschedule or adjust the date and/or time of the event. For the mutual benefit of'both parties, both parties agree to: o Provide a minimum two (2) week notice in the event of any scheduling changes of the health fair; ljExi�IHI T CAGE OF _(, n i! • CITY OF RICHMOND agrees to notify Henry Community Health if an employee cannot honor their pre -scheduled time; • Once the MOU is fully executed, modifications to the billing choice can be accommodated .up to two (2) weeks before the event.. • Limit the open time period for walk=ins, for those who missed the on=site Health Fair, to one (1) week at Cambridge City Family Health Partners, 415 East Main Street, Cambridge City, .tN 47327. (Saturday, October 10th through Saturday, October 17th) • CITY OF RICHMOND agrees to remit payment within forty-five days of receipt of bill. • This MOU terminates after one year from the date of execution. V1. EFFECTIVE DATE AND SIGNATURE Henry Community Health and CITY OF RICHMOND indicate agreement with this MOU by their signatures. �} n Henry Community Health: VV#JP1 UVl _ Z llli PA a Ceti —! Date:. CITY OF RICHMOND: I Date: .%�0-09-14 15:25 hch lab 7655211149 >> Henry Community Health Health Fair Statement of Work (Sow) Company Requesting Services: City of Richmond x. Number of people expected (provide range): 230-270 2. Employees will receive printed results via the USPS. 3. Employee's Primary Care Physicians will receive printed results via the USPS as well. 4. Services: P 1/1 BLOOD TESTS FEMALE MALE LIPID PANEL X X CBC X X A1C X X TSH X X CMP X X PSA X — REGARDLESS OF AGE TOTAL COST PER EE $60 $70 S. Company/Organization Name: Address: Contact Name: Phone: Fax: Email: 6. Date of the Health Event; City of Richmond 50 North 51h Street, Richmond, IN 47374 Stephanie Sherwood 765.983.7202 765'.973.1524 ssherwood@richmondindianamov 09/30/2020, x0/1/2020,10/2/2020 7. Beginning Time of the Health Fair: 6:30 AM 8. Ending Time of the Health Fair: 11:00 AM 9. Location name and street address including zip code: 50 North S`h Street, Richmond, IN 47374 Henry Community Health and City of Richmond indicate agreement with this SOW by their signatures. Henry Community Health City of Richmond e !� Henry Community ..► g Health CORPORATE HEALTH FAIR REQUISITION City of Richmond - Employee Wellness Screening Name: DOB: Address: Phone: Services: Lipid Panel, CBC, Alc, TSH, CMP, PSA - (for males ofall ages) For Lab Use FIN ;� Informed Consent for Blood Draw I, (DOB: / /_),do hereby consent to the drawing of a blood sample for the purpose of a wellness screening. I understand that the risks involved with blood draws include, but are not limited to, discomfort at the site of the blood draw, possible bruising, redness and swelling around the site, bleeding at the site, feeling of lightheadedness, and rarely, an infection at the site of the blood draw. I understand and accept that the results derived from this blood draw are considered preliminary only and do not constitute any kind of diagnosis. It is my responsibility to initiate a follow-up examination to confirm results. and obtain professional medical advice and treatment. Henry Community Health will keep the results of my lab tests confidential. I understand that by providing the name of my primary care provider below, I am authorizing Henry Community Health to share the results of my lab draw. Printed Name: Signature: Date: Primary Care Provider: BLOOD BORNE INFECTIOUS DISEASE TESTING: (Initials) I authorize Henry Community Health to test for blood borne infectious diseases including but not limited to Hepatitis and Human Immunodeficiency Virus (HIV). A physician will order the tests or it will be ordered by protocol. The results of these tests will be part of my confidential medical record. l