HomeMy WebLinkAboutContract #: 1399 - From: 01-01-2021 To: 01-31-2021 - Urgent Care Operations PC - Town Manager E
HEALTH SERVICES AGREEMENT
Between Urgent Care Operations,PC d.b.a.AFC Urgent Care and the Town of North
Andover,MA
This HEALTH SERVICES AGREEMENT ("Agreement") is made and entered into to be
effective as of this 30±' day of December 2020 ("Effective Date°) by and between Urgent Care
Operations, PC d.b.a.AFC Urgent Care ("AFC"),a Massachusetts professional company with
its principal office at 50 Dodge St Beverly MA and the Town of North Andover MA ("Client"),a
Massachusetts municipality with offices at 120 Main St.North Andover,MA.
BACKGROUND. AFC provides occupational health services including collecting
samples for COVID-19 testing for participants and delivering them to a qualified lab for
processing. The Town of North Andover wishes to have AFC collect these samples and deliver
them to the lab for processing. This Agreement sets forth the terms and conditions by which AFC
will furnish to Client occupational health services.
NOW,THEREFORE,in consideration of the mutual promises and covenants contained
in this Agreement and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged,AFC and Client hereby agree as follows:
1. DEFINITIONS
1.1. "AFC"means Urgent Care Operations,PC d.b.a. AFC Urgent Care, a Massachusetts
Professional Corporation
1.2. "Clem" means the Town of North Andover, to which the occupational health services
specified in Exhibit A are provided.
1.3. "Confidentiallnformatiori'means information,in any form or medium,whether verbally,
electronically or visually,in written or other tangible or intangible form, whether or not marked
"confidential"which includes a Participant's health and personal information,including without
limitation protected health information.
1.4. "Participant"means an individual whose consent has been obtained to participate in the
requested occupational health service program and who is employed or independently contracted
by Client.
1.5. "SOW means each Statement of Work duly executed by the parties and attached hereto
or made a part hereof by its express terms.
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2. SERVICES
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2.1. AFC shall provide the occupational health services set forth in the SOW attached as
Exhibit A, and in such additional SOWs as may be duly executed by the parties and annexed
hereto.
2.2. Qualifications. AFC employees who provide services pursuant to a SOW shall at all
times possess a valid and unlimited license or certification, as applicable, to practice their
profession pursuant to the Laws of the State of Massachusetts and/or provide the services
hereunder.
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2.3. Compliance with Applicable Laws, Rule and Regulations. AFC and its employees
providing services under this Agreement,including without limitation, the SOWs, shall comply !
with all applicable laws, rules and regulations of all governmental authorities having jurisdiction
over Subcontractor and/or its employees. j
3. Payment Terms. AFC will submit invoices to Client for the fees as set forth in the
applicable SOW,together with required reporting. Client shall pay the approved invoices within
seven(7)days of receipt of the invoice. The fees set forth in the applicable SOW constitute the
sole compensation to AFC under this Agreement.
4. DUTIES OF AFC
4.1. Testing. AFC shall utilize the most up to date protocols in collecting samples, and shall
engage only test lab partners utilizing assays authorized by the US Food and Drug Administration
for COVID-19 testing.
4.2. Result Reporting. Subcontractor shall provide to test recipients directly, the testing
results in a timely manner upon receipt of results.Test Results will be communicated as soon as
the results are released by the lab. AFC will use its best efforts to ensure prompt reporting of test
result.
4.3. Equipment and Supplies. At its sole cost and expense,AFC shall provide or arrange for
the provision of such equipment, supplies,professional services and such other support services
necessary for the performance of its obligations under this Agreement.
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5. Independent Contractor. AFC shall at all times remain an independent contractor.
Nothing contained herein shall be construed to create an agency,joint venture,or joint enterprise
relationship between the Parties,nor shall any employee of AFC be deemed employees of Client.
5.1. Payment of Employees. AFC shall be solely responsible for the payment of compensation
and benefits, if any, and for payment of worker's compensation,unemployment or other similar
insurance with respect to it's employees.
6. HIPAA. AFC agrees to comply with the regulations promulgated under the Health
Insurance Portability and Accountability Act of 1996("HIPAA"),as currently issued,as amended
from time to time,and as promulgated at any time during the term of this Agreement(collectively,
the "HIPAA Regulations"), with respect to the privacy and security of `protected health
information"(as defined in the HIPAA Regulations)created,transmitted,maintained or received
by them pursuant to or in connection with the performance of their obligations under this
Agreement("PHI"). AFC agrees to use appropriate safeguards to prevent use or disclosure of PHI
except as authorized hereunder, and to notify the Town of North Andover of any such
unauthorized use or disclosure promptly upon becoming aware thereof. Further,the parties agree
that they will amend this Agreement from time to time as reasonably requested by any party to
incorporate any relevant changes to the HIPAA Regulations. Each party hereby agrees to abide
by all policies and procedures required by law to ensure compliance with the HIPAA Regulations.
7. Confidentiality. Each of the Parties agrees not to use any Confidential Information for
any purpose other than to accomplish the intent of this Agreement.No other rights or licenses to
trademarks, inventions, copyrights, or patents are implied or granted under this Agreement.
Confidential Information supplied shall not be reproduced in any form except as required to
accomplish the intent of this Agreement. Each Party agrees to keep all such Confidential
Information confidential and, at a minimum, treat this Confidential Information in the same
confidential manner it would treat its own most confidential information, and shall not disclose
it to others or use it for any purpose except as required to accomplish the intent of this Agreement.
8. Term and Termination
8.1. Term. The Term of this Agreement commences on the effective date and as provided
herein.
8.2. Termination. SOWs may be terminated by Client or AFC at any time for any reason. A
termination of an SOW does not terminate this Agreement or any other SOW in effect at the time.
This Agreement may be terminated as follows:
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8.2.1. By mutual written agreement of the parties;
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8.2.2. By either party for cause at any time if there is a material default in performance
hereunder by the other party.
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8.2.3. By either party for convenience upon thirty(30)days prior written notice.
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8.3. Effect of Termination. Upon termination of this Agreement,as herein above provided,no
party shall have any further obligation hereunder except for (i)obligations accruing prior to the
date of termination and (ii)obligations, promises, or covenants contained herein which are
expressly made to extend beyond the term of this Agreement including, without limitation, any
indemnifications.
8.3.1. Termination shall not cause either Party to waive any rights it may have to exercise
any remedies available to it under any other section of this Agreement or under any applicable law
or regulation.
8.3.2. In the event this Agreement is terminated by reason of a Party's default, the
defaulting Party shall be liable for all direct costs, fees, expenses and damages and/or other
amounts,which the other Party may incur or sustain which are directly due to such default.In the
event that the other Party claims any additional direct costs,fees,expenses,damages,and/or other
amounts, the defaulting Party agrees to provide upon request such additional financial or
accounting records as may be reasonably necessary for the other Party to verify such additional
direct costs, fees, expenses, damages, and/or other amounts. In the event this Agreement is
terminated by reason of a Party's default,the other Party shall have no continuing obligations or
liabilities under this Agreement except as expressly provided under this Agreement.
8.3.3. Except as provided above,no Party shall be liable to the other party for incidental
or consequential damages resulting from any breach of this Agreement, and (the maximum
liability of either party to the other for any breach or violation of this Agreement or any SOW
hereunder shall not exceed an amount equal to the total fees payable under this Agreement.
Notwithstanding the foregoing, the limitations on liability set forth in this subsection shall not
apply to any Event of Default by a party constituting fraud,gross negligence or willful misconduct
in connection with this Agreement,or claims for indemnification under this Agreement.
9. Indemnification and Insurance
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9.1. AFC Insurance. AFC shall purchase and maintain throughout the term of this Agreement
the following insurances:
9.1.1. Medical Professional liability coverage, including coverage for consultative and
medical oversight administrative duties, with the following limits: $1,000,000 per cl ' ;
$3,000,000 aggregate; $1,000,000 umbrella above individual policy limits.
9.1.2. General liability coverage,including coverage for contractual liability assumed by
AFC and its sub-contractors,with the following limits: $2,000,000 per occurrence; $4,000,000
products/completed operations; $4,000,000 general aggregate; $2,000,000 personal/advertising
injury.
.9.1.3. Umbrella/excess liability insurance covering professional and general liability
providing limits which,in combination with limits set forth and for coverages described in this
Article 10.2,shall not total less than$2,000,000 per occurrence and$4,000,000 in the aggregate.
9.1.4. Workers' compensation, including coverage for occupational disease, with
minimum limits of statutory benefits for worker's compensation and any other statutory
insurances as required
9.1.5. Comprehensive Automobile Liability,including liability for hired,and non-owned
automobiles with a combined single limit of$1,000,000.
9.2. Indemnification. AFC shall'indemnify and save harmless the Town of North Andover
from and against any and all liability, damage,penalties or judgments,any and all actions,suits,
proceedings, claims, demands, assessments, costs and expenses, including, without limitation,
legal fees and expenses, incurred in enforcing this indemnity, arising from injury to person or
property sustained by anyone in and about the Premises resulting from any act or acts or omission
or omissions of AFC, or AFC's officers, agents, servants, employees, contractors, licensees, or
patients.AFC shall,at its own cost and expense,defend any and all suits or actions,just or unjust,
which may be brought against the Town of North Andover or in which the Town of North Andover
may be impleaded with others upon any such above-mentioned matter,claim or claims which may
result from services provided by AFC.
The Town of North Andover shall be responsible for any and all liability, damage,penalties or
judgments, any and all actions, suits, proceedings, claims, demands, assessments, costs and
expenses, arising from injury to person or property sustained by anyone using the Premises
resulting from any act or acts or omission or omissions of the Town of North Andover,or Town of
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North Andover's officers, agents, servants, employees, contractors, licensees, or patients. The
Town of North Andover shall,at its own cost and expense,defend any and all suits or actions,just
or unjust, which may be brought against the Town of North Andover or in which the Town of
North Andover may be impleaded with others upon any such above-mentioned matter, claim or
claims which may result from the use of the premises provided by the Town of North Andover .
The representations and warranties contained in this section and the indemnity by AFC shall
survive the expiration or sooner termination of this Agreement.'
10. Miscellaneous
10.1.Entire Agreement. This Agreement,together with the SOWs duly signed by the parties,
constitutes the entire understanding between the parties.
10.2.Amendment. This Agreement may not be amended except by written instrument duly
signed by authorized representatives of AFC and the Town of North Andover.
10.3.Binding Effect; Assignment. This Agreement will be binding upon and inure to the
benefit of the Parties hereto and their respective successors and permitted assigns.
10.4. Severability. In the event that a court of competent jurisdiction declares any
provision of this Agreement to be unlawful or otherwise unenforceable,such declaration shall not
invalidate or impair the enforceability of the remaining provisions of the Agreement.
10.5.Paragraph Headings.The paragraph headings throughout this Agreement are for
convenience and reference only and the words therein shall in no way be held to explain,modify,
amplify or aid in the interpretation,construction or meaning of the provisions of this Agreement.
10.6.Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original,but all of which together shall constitute one and the same
instrument.The Parties agree that electronic signatures (including but not limited to DocuSign®
or a comparable format) of this Agreement are intended to authenticate this Agreement and shall
have the same force and effect as manual signatures.
10.7.Governing Law.This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Massachusetts to the extent not preempted by federal law.
Venue for any judicial action to interpret or enforce the provisions of this Agreement shall only be
in Essex County.
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IN WITNESS WHEREOF, AFC and Client have executed this Agreement by their authorized
representatives.
AFC Client j
URGENT CARE OPERATIONS PC Town of North A ver,MA
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By: By:
Title: 7,� �,��1. Title:
Name: Name:
Date: II-2 J Date:
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EXHIBIT A
STATEMENT OF WORK
Under the Agreement between AFC- URGENT CARE OPERATIONS PC and Client-Town of
North Andover,MA i
Provider: URGENT CARE OPERATIONS PC
DESCRIPTION OF SERVICES
COVID-19 Testing Services:
(1) Onsite testing services
AFC will provide the required staff resources and testing supplies to conduct onsite specimen
collections to be submitted to a qualified laboratory for testing for COVID-19 testing.
The specific services Subcontractor will provide are listed as follows:
i. Work with Client to determine on which days AFC services will occur (scheduled for
January4,2021).
ii. Provide registration and medical staffing to collect the specimens from Client's
Participants used for COVID-19 testing.
iii. Provide the required testing and medical supplies including lab collection kits.
iv. Ensure collected specimens are sent to the laboratory for testing and report testing results
to Participants.
The Parties will develop a plan to assure any required reporting of test results to public health
authorities is completed for Onsite Testing Services.
Contract Duration:
This S2OW begin effective ommencement Date") and terminate on
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Results reporting:
Results will be reported via a secure website. All positive tests will be reported via secure website
and via phone call to participant.
Service Fees:
The pricing for On-site testing is agreed to be$115 per test.
• The fee for On-site Testing are all inclusive of staffing and travel cost, medical and testing
supplies and lab fees.
Payment schedule:
As,testing supplies and lab fees must be pre-paid by AFC,we require our service fees are invoiced
weekly and payable as follows:
• Pay terms for all invoices Net 30 days from receipt of invoice.
• Invoices will be delivered to
IN WITNESS WHEREOF,the Parties hereto have executed this SOW as of the last date written
below.
AFC Client:
URGENT CARE OPERATIONS PC Town of North Andover,MA
By: ' By
Title: Title:
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Name: ' Name:
Date: / % Date:
AFC Town of North Ando
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