AGREEMENT TO PROVIDE ATHLETIC TRAINING SERVICES

Transcription

1 AGREEMENT TO PROVIDE ATHLETIC TRAINING SERVICES THIS AGREEMENT TO PROVIDE ATHLETIC TRAINING SERVICES ( Agreement ) is made this day of, 20 (the Effective Date ) by and between, a Michigan corporation (herein referred to as PROVIDER ), located at and, a Michigan general powers school district (hereinafter referred to as SCHOOL DISTRICT ), located at. PROVIDER and SCHOOL DISTRICT may each be referred to herein as a Party and collectively as the Parties. RECITALS 1. WHEREAS, SCHOOL DISTRICT desires to have athletic training services performed in connection with the SCHOOL DISTRICT s athletic programs at High School, High School and High School (each a SCHOOL and collectively the SCHOOLS ); 2. WHEREAS, PROVIDER has agreed to perform such Services on behalf of the SCHOOL DISTRICT under the terms and conditions as set forth in this Agreement; 3. WHEREAS, pursuant to Sections 11a (3) and (4) of the Revised School Code, being MCL et seq., a general powers school district has the authority to exercise a power incidental or appropriate to the performance of any function related to: the operation of the school district in the interests of public elementary and secondary education in the school district and to enter into agreements or cooperative arrangements with other entities, public or private, or join organizations as part of performing the functions of the school district; and 4. WHEREAS, the Parties are desirous of entering into this Agreement under the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the mutual promises, obligations, representations and assurances contained in this Agreement, the Parties agree as follows: I. Provision of Services: PROVIDER will provide athletic training services ( collectively the Services ) to the SCHOOLS as follows: a. PROVIDER will provide consultation services and clinical direction to the SCHOOLS regarding its athletic training programs and will provide services to assist in the prevention, recognition, evaluation and assessment, immediate care, treatment and evaluation of an athlete's ability to return to play and recommendations for further medical attention. 1

2 b. PROVIDER will provide professional assistance with the development and implementation of an appropriate athletic training and conditioning program. c. PROVIDER shall provide the Services to the SCHOOL DISTRICT using only certified athletic trainers ( ATC ) to provide the Services to the SCHOOLS. A certified athletic trainer or ATC shall mean a graduate of a four-year college program with a degree in athletic training who has obtained certification by the National Athletic Trainer Association ( NATA ), and holds a valid athletic training license in the State of Michigan. All ATCs provided under this Agreement shall be certified and in good standing with the NATA and NATA Board of Certification, as well as holds a valid athletic training license by the State of Michigan, which certification and license shall be available for review by the SCHOOL DISTRICT upon request. d. A NATA Certified and Michigan licensed athletic trainer employed by the PROVIDER will be available to provide athletic training Services to the SCHOOL DISTRICT at the SCHOOLS on a regularly scheduled basis in accordance with the location and term of services in Attachment A, page 2 of the Request for Proposal of Athletic Training Services packet. e. Each ATC shall report to the SCHOOL DISTRICT or the respective SCHOOL S Athletic Administrator ( AD ), or its designee. f. The ATC shall keep accurate records of all athletic injuries that are reported. The ATC will also prepare reports on all athletic injuries for the appropriate AD. g. The ATC will provide communication and coordination of care and safe return to sport between injured athletes, family/guardians, coaching staff, AD and athlete s physician. h. ATCs will be supervised by a physician from. i. PROVIDER may provide follow-up sports-related services including rehabilitation if requested by parents of injured athletes. The PROVIDER s standard fees will be charged to the athletes parents or legal guardian for these services. j. PROVIDER may provide such additional and further related sports medicine services, for such compensation, as the parties may from time to time agree upon. k. If a scheduled ATC is not available, the PROVIDER will coordinate and provide all necessary substitute ATC coverage for all athletic contests and events held on-site at a SCHOOL or off-site at another facility (such as Eddie Edgar Arena for ice hockey contests). The substitute ATC provided shall be fully certified and licensed as 2

3 required under Section I.c. above, and must have successfully completed any necessary fingerprinting and criminal background checks in accordance with Section VII.c below. l. PROVIDER agrees to train and certify coaches in CPR throughout the year offering four (4) CPR training sessions per year for Coaching CPR certification. m. PROVIDER agrees to provide education to parents, coaches, and athletes in areas which include nutrition, conditioning, CPR, first aid, concussion awareness and protocol and injury prevention. n. PROVIDER will provide each SCHOOL with one thousand, twenty five (1025) hours of ATC Services for athletic contests and events during each year of the Term of this Agreement. II. Compensation and Payment for Services: a. The SCHOOL DISTRICT shall pay PROVIDER at the rate the following rates for the Services rendered under this Agreement: Year of Term Rate 1 $ /hour 2 $ /hour 3 $ /hour b. If the PROVIDER is requested by the SCHOOL DISTRICT to render more than the number of hours of ATC Services to the SCHOOL DISTRICT set forth in Section I.n. above, and such additional services are approved in writing and in advance by the SCHOOL DISTRICT s AD, then SCHOOL DISTRICT shall pay PROVIDER for such approved and documented additional services at the ($ ) per hour rate. c. PROVIDER will invoice SCHOOL DISTRICT for ATC Services on a quarterly basis. These invoices will include charges for all Services furnished through such date and not previously paid in full. SCHOOL DISTRICT shall pay all undisputed amounts in each invoice within thirty (30) days after receipt of each invoice. Good faith disputes regarding amounts contained in any invoice will be communicated to PROVIDER by the SCHOOL DISTRICT, in writing, within ten (10) days of the receipt of the disputed invoice. Payments of undisputed amounts from any invoice shall be made as provided in this Paragraph. Payment of disputed amounts may be delayed until the Parties are able to resolve the matter to the mutual satisfaction of the Parties. The Parties agree to use their best efforts to resolve payment disputes. School will not be assessed any late payment penalties, fines or charges for disputed amounts not timely paid so long as the SCHOOL DISTRICT is dealing with PROVIDER in good faith. 3

4 d. When there are multiple simultaneous events requiring ATC coverage necessitating the use of contingent PROVIDER personnel, the hourly rate for ATC Services shall be at the rate dollars ($ ) per hour. However, before such contingent PROVIDER personnel are used and the higher rate is implemented, the PROVIDER shall notify the SCHOOL DISTRICT s AD and obtain his/her approval in writing to bill the higher amount, unless the same is already approved by the SCHOOL DISTRICT S AD in the mutually agreed upon Schedule in accordance with Section IV of this Agreement. III Independent Contractor: a. PROVIDER shall act as an independent contractor in the performance of its duties under this Agreement and under no circumstances shall any of the employees of one Party be deemed the employees of the other for any purpose. Accordingly, PROVIDER shall meet all of its obligations and responsibilities for payment of all taxes including Federal, State and Local taxes arising out of PROVIDER s activities in accordance with this Agreement, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, Workers Compensation insurance and any other taxes or business license or permits fees as required. This Agreement shall not be construed as authority for either Party to act for the other Party in any agency or other capacity or to make commitments of any kind for the account of, or on behalf of, the other Party, except to the extent, and for the purposes, expressly provided for and set forth herein, and no partnership or joint venture is created hereby. Neither PROVIDER nor its employees or agents shall be entitled to participate in any plans, arrangements, or distributions by the SCHOOL DISTRICT pertaining to or in connection with any fringe, pension, bonus, profit sharing, or similar benefits, or any medical, dental, life or disability insurance plans. Further, the SCHOOL DISTRICT will not withhold or pay any State, Federal or Local taxes, FICA, FUTA, MESC insurance or Workers Compensation Insurance or MPSERS contributions on behalf of PROVIDER and PROVIDER will indemnify, defend and hold the SCHOOL DISTRICT harmless for the payment of such sums as applicable, including interest, penalties, or cost of collection of same, and reasonable attorney fees. b. PROVIDER shall be designated as the Employer of Record with respect to each person/personnel performing any Services under this Agreement, and the SCHOOL DISTRICT shall be designated as the Employer of Record with respect to each person/personnel performing any obligations of the SCHOOL DISTRICT under this Agreement. Each Party to this Agreement expressly agrees that each such person shall remain an employee of the respective Party for which the person was hired/engaged, consistent with the terms of the applicable employment or collective bargaining agreement, if any, governing the employment of such persons and such respective Party shall be responsible for costs of employment (salary, taxes, fees, fringe benefits etc.) relative to that person and all personnel or employment actions. Nothing in this Agreement is intended to serve as a guaranty of employment to any employee of either Party. Except to the extent, and for the purposes, expressly provided for and set forth herein, neither the SCHOOL DISTRICT nor PROVIDER is authorized to: a) act as an 4

5 agent, or in any other capacity, for the other Party; or b) make commitments of any kind for the account of, or on behalf of, another Party. No partnership or joint venture is created by this Agreement. The employees of the SCHOOL DISTRICT and PROVIDER are not entitled to participate in any fringe benefit, pension, bonus, profit sharing, medical, dental, life insurance, disability insurance or any other program or plan offered or provided to the employees of the other Party. IV. Program Implementation: a. A schedule of all SCHOOLS athletic activities will be prepared by the SCHOOL DISTRICT and submitted to PROVIDER within a reasonable time after execution of this Agreement. The services of the ATC shall be provided to each SCHOOL and allocated to athletic events on and in accordance with a schedule to be mutually agreed upon by SCHOOL and PROVIDER in writing. b. PROVIDER shall be solely responsible for the compensation of its personnel performing Services on behalf of PROVIDER pursuant to this Agreement, provided that SCHOOL DISTRICT shall compensate PROVIDER as specified in this Agreement. Except as expressly provided to the contrary herein, both Parties agree that PROVIDER has the exclusive right of designating the hours, duties and responsibilities of its personnel servicing the SCHOOL DISTRICT in accordance to the provision of Services herein. c. The SCHOOL DISTRICT, at its sole cost and expense, shall provide adequate and appropriate work space for PROVIDER to provide required ATC Services and shall provide and maintain adequate and appropriate equipment and supplies necessary for the proper rendering of such Services. V. Term of the Agreement: The term of this Agreement shall commence on, 20 and end on, 20 ( Term ), subject to earlier termination in accordance with this Paragraph. This Agreement may be terminated prior to the end of the Term by either Party, at any time, with or without cause, upon not less than sixty (60) days prior written notice to the other Party, given by certified mail, return-receipt requested at the Parties above-stated address. No such early termination shall relieve SCHOOL DISTRICT of its obligation to pay PROVIDER in full for Services furnished by PROVIDER prior to the effective date of such termination. The Term of this Agreement can be extended only by written agreement executed by both Parties. Notwithstanding the above, each Party shall have, in addition to all other remedies available to it, the right to terminate this Agreement upon written notice to the other Party that the other Party has committed a material breach of any of its obligations herein and such material breach shall not have been cured or corrected within five (5) days following written notice of the same. 5

6 VI. Indemnification and Insurance: a. PROVIDER shall indemnify, defend and hold harmless the SCHOOL DISTRICT, its Board of Education, its Board Members, in their official and individual capacities, its administrators, employees, agents, contractors, successors and assignees, from and against any and all claims, counter-claims, suits, debts, demands, actions, judgments, liens, costs, expenses, damages, injuries, and liabilities, including actual attorney s fees and actual expert witness fees arising out of or in connection with PROVIDER s performance of the Services pursuant to this Agreement and/or from PROVIDER s violation of any of the terms of the Agreement, including, but not limited to: (i) the negligent acts or willful misconduct of PROVIDER, its officers, directors, employees, successors, assignees, contractors and agents; (ii) any breach of the terms of this Agreement by PROVIDER, its officers, directors, employees, successors, assignees, contractors and agents; (iii) any violation or breach of any applicable Federal, State or local law, rule, regulation, ordinance, policy and/or licensing and permitting requirements applicable to providing the Services; or (iv) any breach of any representation or warranty by PROVIDER, its officers, directors, employees, successors, assignees, contractors and agents under this Agreement. PROVIDER shall notify the SCHOOL DISTRICT by certified mail, return receipt requested, immediately upon actual knowledge of any claim, suit, action, or proceeding for which the SCHOOL DISTRICT may be entitled to indemnification under this Agreement. This Paragraph shall survive the expiration or earlier termination of this Agreement. b. Notwithstanding the above, PROVIDER shall not be liable for any claims, counter-claims, suits, debts, demands, actions, judgments, liens, costs, expenses, damages, injuries, and liabilities arising out of or in connection with SCHOOL DISTRICT S negligent acts or willful misconduct or the negligent or willful misconduct of its officers, directors, employees, successors, assignees, contractors and agents. This Paragraph shall survive the expiration or earlier termination of this Agreement. c. PROVIDER shall maintain coverage of not less than the following in force at all times during the Term of this Agreement, and any renewal Terms of this Agreement. PROVIDER agrees to have its policies endorsed to name the SCHOOL DISTRICT as an additional insured (other than Professional Liability Policy): Policy Minimum Limits: 1. Workers Compensation Statutory (Michigan) 2. Commercial General Liability $1,000,000 Each Occurrence $3,000,000 Aggregate 3. Commercial Automobile Liability $1,000,000 Each Occurrence (Includes only non-owned & hired/borrowed autos) 6

7 4. Excess Umbrella Liability $1,000,000 Each Occurrence $1,000,000 Aggregate 5. Professional Liability $1,000,000 Each Occurrence (per claim) $3,000,000 Aggregate (annually) 6. Employers Liability Bodily Injury by Accident $500,000 each accident Bodily Injury by Disease $500,000 each employee Bodily Injury by Disease $500,000 policy limit. d. All of PROVIDER s policies shall be endorsed to require the respective insurance carrier to notify the SCHOOL DISTRICT in writing at least thirty (30) days prior to the expiration or termination of such insurance coverage. PROVIDER shall not commence any Services under this Agreement until it has provided acceptable certificates of insurance to the SCHOOL DISTRICT. VII. Applicable Laws. a. Family Educational Rights and Privacy Act Compliance. The SCHOOL DISTRICT and PROVIDER shall comply with all laws, rules and regulations promulgated pursuant to the Family Educational Rights and Privacy Act, 20 USC 1232g ( FERPA ), as those may be applicable to the Services. b. Compliance with Laws and Policy. PROVIDER and the SCHOOL DISTRICT shall abide by and adhere to all applicable federal, state and local laws, rules, regulations and ordinances pertaining to the performance of any obligations under this Agreement. Additionally, while performing the Services or while in or on the SCHOOL DISTRICT s property, PROVIDER, its employees and agents shall be responsible for knowing and shall be subject to, and adhere to, all the rules, regulations, policies and procedures of the SCHOOL DISTRICT. c. Fingerprinting and Criminal Background Checks. The PROVIDER acknowledges and agrees that in accordance with Michigan Public Act 84 of 2006, as amended, the PROVIDER shall be required to have all on-site personnel (including substitutes), as well as any and all of its agents, employees or representatives who will regularly and continuously be on any SCHOOL DISTRICT premises to carry out the Services contemplated by the Contract, fingerprinted and subjected to criminal history and background checks through the Michigan State Police and Federal Bureau of Investigation, as detailed in Public Act 84 of 2006, as amended, prior to commencing any work under this Contract. These criminal background checks must be completed through the SCHOOL DISTRICT by having all applicable PROVIDER personnel present themselves, or any of its agents, employees or representatives, for proper fingerprinting and criminal backgrounds checks, as directed by the SCHOOL DISTRICT, or if permitted by law, having said PROVIDER personnel provide written notification to the 7

8 SCHOOL DISTRICT that said individual has previously completed fingerprinting and a criminal history and background check as a PROVIDER employee or agent in connection with contracting or working for another Michigan school district, intermediate school district, public school academy or nonpublic school (each an Agency ) and indicating that the individual consents to the sharing or transferring of the appropriate fingerprinting and criminal history background report from the other Agency. If such transfer is not permissible under applicable law, the PROVIDER acknowledges and agrees that the PROVIDER personnel will be required to undergo the full fingerprinting and background check process. The SCHOOL DISTRICT will notify the PROVIDER once the applicable criminal background check has been completed for an individual(s) as to the results of the criminal background check in accordance with applicable law. If PROVIDER wishes to receive a copy of any report that may be provided to the PROVIDER under applicable law, it shall have the PROVIDER employee provide written consent to the SCHOOL DISTRICT acknowledging its consent to provide PROVIDER with a copy of the report at the time fingerprinting and background checks are initiated. Additionally, unless notified it is not subject to Michigan Public Act 84 of 2006, as amended, the PROVIDER represents and warrants to the SCHOOL DISTRICT that it will at all times during the Initial Term or any Renewal Term of this Contract be in compliance with the provisions of Michigan Public Act 84 of 2006, as amended, including, but not limited to, requiring all its personnel to report to the SCHOOL DISTRICT within three (3) business days of when any of its agents, employees or representatives who will regularly and continuously be on the SCHOOL DISTRICT s premises to carry out the Services contemplated by the Contract Documents, is/are charged with a crime listed in Section 1535a(1) or 1539b(1) of the Revised School Code, being MCL a(1) and b(1), or a substantially similar law, and to immediately report to the SCHOOL DISTRICT if that person is subsequently convicted, plead guilty or plead no contest to that crime. The PROVIDER shall indemnify, defend and hold the SCHOOL DISTRICT, its employees, Board of Education, and each member thereof, agents and consultants, harmless from and against any and all claims, counterclaims, suits, debts, demands, actions, judgments, liens, liabilities, costs, expenses, including actual attorneys fees and actual expert witness fees, arising out of or in connection with any violation of, or the PROVIDER s (or its employees or agents ) failure to comply with, the requirements of Michigan Public Act 84 of 2006, as amended, or this paragraph. The PROVIDER shall be responsible for all costs and expenses associated with the above-required fingerprinting and background checks and all such fingerprinting and criminal background checks must be completed before the first day that the individual provides Services to the SCHOOL DISTRICT. The PROVIDER shall supply all necessary data and information, as requested by the SCHOOL DISTRICT, to enable the SCHOOL DISTRICT to properly submit PROVIDER and its employees and agents for inclusion in the State of Michigan Department of Education s list of registered educational personnel. The PROVIDER acknowledges and agrees that all background checks must be completed through the SCHOOL DISTRICT and the SCHOOL DISTRICT will not accept any background checks conducted through the PROVIDER. The SCHOOL DISTRICT will issue any applicable Red Light/Green Light letters for necessary personnel. 8

9 d. Reservation of Rights. This Agreement does not, and is not intended to impair, divest, delegate, or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty or immunity of the SCHOOL DISTRICT and shall not be construed to waive the defense of governmental immunity held by the SCHOOL DISTRICT. VIII. Construction: This Agreement: (a) is executed in Michigan and shall be governed by and construed in accordance with the laws of the State of Michigan and the Parties hereby agree to the exclusive jurisdiction and venue of courts sitting in Wayne County, Michigan; (b) constitutes the entire agreement of understanding among and between the Parties, and supersedes all prior and contemporaneous understandings and agreements, both oral and written between the parties, with respect to the subject matter hereof; (c) cannot be assigned, in whole or in part, by either Party without the prior written consent of the other Party (provided, however, that PROVIDER may, upon written notice to SCHOOL DISTRICT assign this Agreement to any entity which either controls PROVIDER or is under PROVIDER s control); and (d) cannot be amended or modified except in writing and signed by both Parties through their duly authorized representatives. No waiver of any provision of this Agreement shall be effective unless it is made in writing and specifically references this Agreement. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted unless any of the material purposes for entering into this Agreement ceases for either Party to exist. IX. Beneficiaries: This Agreement is intended for the benefit solely of the parties hereto, and is not entered into for the benefit of any other person or entity, including but not limited to, players, patients and/or their guardians or representatives. X. Notices: Any notice required under this Agreement shall be sent in writing by certified mail to the intended recipient at the address for such party on page one of this Agreement or such other address as the Party may hereafter give notice in accordance with this Section. 9

10 WHEREAS, the Parties have caused the execution of this Agreement by their duly authorized representatives on the date(s) specified below but effective as of the Effective Date. By: Its: Date: By: Its: Date: 10