HomeMy WebLinkAboutNDS Contract for JPD Medical Testing (BPW approved 2/26/25) City of Jeffersonville
Government Contract Coversheet
Please note: All information MUST be completely filled out and submitted to Clerk's Office
within 48 hrs of execution.
Date Submitted to Clerk: 2/26/2025
Department: Police
Vendor Name: NDS
Sign Date: 2/26/2025
Ending Date: 12/31/2025
Amount of Original Contract: tbd
Is this an amendment or change order
to original contract? Yes or No
Amended Contract Amount:
Purpose: Medical testing for officers
For Clerk's Office to fill out
Date uploaded to Gateway:
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Education•Prevention•H
Wellness Services Agreement
for Jeffersonville, IN (`Host')
This Agreement("Agreement")is made this ("Effective Date") between
City of Jeffersonville whose address is ciDi g £ .,o'3`J.04.saeulla.("Host"),NDS Wellness, LLC,
a Michigan Limited Liability Company,and National Diagnostic Services, Inc., a Michigan
nonprofit corporation(collectively referred to as"NDS"),whose address is 28700 Cabot Dr.,
Suite 500,Novi, MI 48377.
SERVICES TO BE PROVIDED BY NDS:
1. Wellness Services. NDS will provide a self-contained, mobile unit(the HeartMobileTM)to
specified Host locations on pre-arranged dates to conduct the screening tests and services
identified in Schedule 1. Individual results will be sent directly to the homes of
participants; HIPAA compliant Aggregate Reports will be provided to Host, if applicable.
Participant records release approval is required to forward results to participants designated
physician. Services that are the practice of medicine will be provided by applicably
licensed professionals employed and/or engaged by NDS. In the event that a participant
desires to obtain professional items and services from a provider, the same shall be
arranged through separate arrangements directly between the provider and the participant.
All services shall be provided subject to the terms and conditions set forth in the Terms
and Conditions attached to this Agreement.
2. Promotion. NDS will support the success of Host's wellness program by designing and
supplying announcements, invitations, letters, signs, brochures and posters in both
electronic and hard copy form. These will be customized to detail the coordination of any
existing Wellness efforts and Benefit Plans of Host organization.
3. Registration. Advance registration ensures prompt, timely administration of the
screenings, minimizing the disruption of the employee's time. NDS will publish a toll free
number for employees, and coordinate any other required registration requirements with
Host. Online appointment request portal is available.
4. Hold Harmless. NDS and/or the professional entity with which it contracts to provide the
services of licensed professionals assumes all liability for all services conducted and the
accuracy and privacy of individual results. As between NDS and Host, NDS shall
indemnify and hold Host harmless from any liability arising from the services provided
pursuant to this Agreement.
bl(M IOOr1122 I
5. Confidentiality. NDS agrees to hold all screening information and/or Host benefits
information confidential and will not sell or disclose any Individually Identifiable Health
Information to any aid party.
6. Education sessions. Educational "lunch and learn" type of information sessions will be
provided at no cost for any group of 10 or more registered participants.
7. Minimum Participants. NDS maintains the right to cancel or reschedule any Wellness
Service that does not meet a pre-registration requirement (as mutually agreed) within 5
business days in advance. Each date of service requires a minimum of 10 participants per
8-hour shift. Service days not meeting 10 patients per each 8-hour shift minimum will be
charged a rate of$195/pt to meet the difference. Ex: Date of service performs 8 patients.
A minimum fee of $390.00 will be assessed. No minimum charges will be incurred
when scheduled first responders are deployed for an emergency.
8. Payment for services. Specific professional, delivery,and educational services, including,
but not limited to, physical, and wellness visits with physicians provided at the request of
participants shall be billed and collected through Host and/or Host's third-party
administrator of self-insured health plan. NDS has arranged for its contracted professional
entity and its providers to provide services according to the fee schedule set forth on
Schedule 1 if desired and selected to do so by Host's health and wellness plan beneficiaries.
9. Remittance of Fees. Remittance of the fees will be made to NDS at the following address,
within five days of the event:
National Diagnostic Services, Inc and NDS Wellness, LLC
28700 Cabot Dr.
Suite 500
Novi, MI 48377
10. Charges
A. Fees for services, Host shall pay NDS as outlined in Schedule 1. Pricing shall be
firm throughout the term of this Agreement and any extension thereof.
B. Payment of Fees. All fees will be billed by NDS (30) days post event and are due
within thirty (30) days of receipt. NDS will accept payment from Host in the
following forms: check,credit card, and electronic funds transfer. In addition to the
above sums, if any payment is not made by the due date a penalty in an amount of
equal to one and half percent (1.5%) of payment due for each month after the due
date.
RESPONSIBILITIES OF HOST
1. Executive Sponsorship. Host shall identify key managers or executives who shall assist
through the sponsorship and endorsement of any health and wellness promotion.
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2. Communication. Host will grant NDS access to normal communication channels with
employees/members; including home mail, e-mail, payroll stuffers, newsletters, public
postings or any method of employee communication normally utilized. All promotional
materials will be approved by Host in a timely manner.
3. Benefits Information. Host shall provide specific details of wellness efforts or other
benefits as appropriate to NDS for inclusion in education or promotion efforts.
4. Confidentiality. Host will not disclose the terms or pricing of the NDS screening event
with any 3`d party.
ACCEPTANCE:
HOST: CAI
Signature: ' le: N c5
Print Name: k . o o !'& Date: 'D.- a.le• 3
NDS:
Signature: Title:
Print Name: Date:
6106 100;1 122 3
NDS - TERMS AND CONDITIONS
1. Representations and Warranties. NDS warrants that it has the necessary resources, including
technology, equipment, software, programs and trained personnel to properly perform the screening
services described herein consistent with standard practices; that it will perform the screening services
described herein in a professional manner; that it is a duly formed organization in good standing under the
laws of the state in which the screening will occur; that it maintains professional and general liability
insurance coverage in a sufficient amount for coverage against risks reasonably anticipated in providing the
screening services;that it has the authority to enter into and perform obligations set forth in this Agreement;
and that this Agreement does not violate any law or regulation to which NDS is subject.
2. ERISA Disclaimer. The parties acknowledge and agree that NDS will provide population health
management services to Host under this Agreement.In providing such service,the parties agree that NDS will not
exercise any discretionary authority over the management or disposition of assets of any welfare benefit plan(as such
term is defined in the Employee Retirement Income Security Act of 1974("ERISA").NDS's duties will be limited to
providing certain contractually agreed upon services as herein set forth.Therefore,the parties agree that NDS is not a
fiduciary(as such term is defined by ERISA Section 3(21))with regard to Host's health benefits plan or any health
and welfare benefit plan.
3. NDS Indemnification. As between NDS and Host, NDS agrees that it will hold harmless and
indemnify the Host for any third party claims arising out of any negligent act or omission or intentional
misconduct by NDS and/or its contracted provider(s) in the performance of screening services under this
Agreement. NDS shall be obligated to hold harmless and indemnify the Host in connection with such claim
only if,and to the extent,a judicial determination is made of NDS's negligence or intentional misconduct.
4. Promotion Support. To the extent that NDS provides the Host with any electronic or printed
materials(the"Promotion Materials"), it provides these materials subject to a limited license to the Host to
use the Promotion Materials for the Host's own use. NDS may revoke this license at its discretion at any
time. The license shall expire upon completion of the wellness event or the agreement between Host and
NDS. The Host may not copy or distribute the Promotion Materials in any manner except as may be agreed
to in advance by NDS.
5. Excuse of Performance. NDS shall not be responsible if its performance of this Agreement is
interrupted or delayed by contingencies beyond its control, including,without limitation,acts of God,war,
lockouts or other labor or industrial disturbances, fires, accidents to equipment, injunctions or compliance
with laws, regulations or orders of any governmental body(whether now existing or hereafter created). In
such event,NDS shall use best efforts to provide reasonably alternative services.
6. Independent Contractor. NDS's relationship with the Host pursuant hereto is that of an independent
contractor, and nothing in this Agreement shall be construed to designate NDS as an employee, agent or
partner of or a joint venture with Host.
7. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the
parties and cancels and supersedes all prior negotiations, representations, understandings or agreements,
whether written or oral, with respect to this Agreement. This Agreement shall be binding upon and shall
inure to the benefit of the successors,assigns legal representatives and heirs of the parties hereto;provided,
however, that the Host may not assign its rights or delegate its obligations under this Agreement without
the prior written consent of NDS, which consent shall not be unreasonably withheld.
6106 100 1122 4
NDS -TERMS AND CONDITIONS CON'T
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws
of the State of Michigan without regard to the conflicts of laws or rules of any jurisdiction.
9. Notices. All required notices or those which the parties may desire to give under this Agreement
shall be in writing and communicated in advance.
10. Originals. A copy or facsimile of this Agreement shall be as effective as an original.
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