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HomeMy WebLinkAboutAccelerated Rehabilitation Centers, Ltd-3/3/2014CITY OF WATERLOO Council Communication City Council Meeting: March 3, 2014 Prepared: February 26, 2014 Dept. Head Signature: PH # of Attachments: SUBJECT: Letter of Agreeent for Services offered at the Cedar Valley SportsPlex between the City of Waterloo and Accelerated Rehabilitation Centers. Submitted by: Mark Gallagher, Recreation Services Manager, Leisure Services Recommended City Council Action: Approve an agreement with Accelerated Rehabilitation Centers for services to be offered at the Cedar Valley SportsPlex. Summary Statement: This agreement would have Accelerated Rehabilitation Center offer Complimentary injury screens, musculoskeletal assessments, FMS, Specialty programs, question/answer sessions, and presentations for the staff, clients and for community events as mutually agreed upon between ARC and CV SportsPlex. Above -referenced agreement will be available for review in the office of the City Clerk, 715 Mulberry St. and the Cedar Valley SportsPlex 300 Jefferson Street, Waterloo, Iowa. Expenditure Required: NA. Source of Funds: NA Policy Issue: NA Alternative: NA Background Information: NA Accelerated- Physical Therapy • Sports Medicine / habilitation ,c City of Waterloo Cedar Valley SportsPlex Date: February 1, 2014 From: Michelle Bamrick ATC/L, PTA, CSCS Sports Medicine Manager Michelle.Bamrick@acceleratedrehab.com 641-430-9417 Club Primary Contact: Kathryn Moeller This letter agreement (this "Agreement") dated as of the date set forth above, is by and between Accelerated Rehabilitation Centers, Ltd., an Illinois professional services corporation ("ARC") and The City of Waterloo, Iowa (Cedar Valley SportsPlex known as "CV SportsPlex"). The following is a description of the services that ARC will provide to the CV SportsPlex. The Agreement shall document the services to be provided, hours, and suggested ancillary programs. The parties agree that ARC will provide sports medicine -services to the CV SportsPlex and any ancillary programs associated therewith. This Agreement shall commence on February 1, 2014, and shall remain in full force and effect for an initial term ending January 31, 2015 (the "Initial Term"). This Agreement shall automatically renew for additional one year periods (each, a "Renewal Term") unless one party notifies the other party at least thirty (30) days before the end of the then current term of its intention not to renew the Agreement (the Initial Term, together with any Renewal Term are collectively, the "Term"). All terms and provisions of this Agreement shall continue in full force and effect during the Term. Either party may terminate this Agreement without cause with a minimum of thirty (30) days' prior written notice. Accelerated Rehabilitation Centers (ARC) will provide: • Complimentary injury screens, musculoskeletal assessments, FMS, Specialty programs, question/answer sessions, and presentations for the staff, clients and for community events as mutually agreed upon between ARC and CV SportsPlex. Schedule of dates and times posted as agreed upon by both parties. • Evidence of professional liability insurance covering each and all of the medical professionals. • Evidence that ARC maintains malpractice insurance in the amount of $3,000,000 per occurrence ($5,000,000). • Payment in the amount of $600 per quarter ($200/month) for each quarter that this Agreement is in effect, due and payable on or before the first day of each quarter, with the first quarter's payment being due in full upon execution of this Agreement. ARC shall be permitted to pay CV SportsPlex any amounts due under this Agreement by check. Upon request by ARC, CV SportsPlex shall promptly provide an invoice to ARC. Failure to timely provide such information shall relieve ARC from any interest or late fees which may otherwise be due to CV SportsPlex. Quarterly payments will be due April 1, July 1, October 1 and January 1 of each year of the agreement. NOTE: Participants are only under ARC coverage when there is an ARC physical therapist or ATC present during agreed upon dates and scheduled hours. ARC does not accept responsibility for any services supplied by providers other than ARC. Cedar Valley SportsPlex shall provide: • Permission to ARC to utilize space for injury screens and to display signage in the facility and at any events hosted by CV SportsPlex as agreed upon by both parties. • Ability to promote ARC via email newsletters and through social media channels (ie. Facebook and Twitter) if available. • The Cedar Valley SportsPlex logo to place on ARC printed materials and have Cedar Valley SportsPlex material placed at ARC clinics. • The Cedar Valley SportsPlex logo to place on ARC's website. The parties agree that it is a material part of this Agreement with Cedar Valley SportsPlex and ARC to publicly recognize their sports medicine alliance. • Ability to advertise in any programs provided at an event hosted by Cedar Valley SportsPlex at no additional cost as agreed upon by both parties. GENERAL COVENANTS AND CONDITIONS • Any and all proprietary or confidential information concerning the business, properties and operation of ARC, including, without limitation, information, documents, materials and data which relate to ARC's business or marketing plans or strategies (collectively, "Confidential Information"), is valuable, special, unique and a proprietary asset of ARC, giving ARC a competitive advantage over competitors who do not have access to or use of the Confidential Information, in whole or in part, is sufficiently secret for ARC to derive economic value, actual and potential, from not being generally known to other persons who can obtain economic value from its disclosure or use, is the subject of efforts by ARC reasonable under the circumstances to maintain its secrecy or confidentiality and constitute trade secrets as defined in the Trade Secrets Act of the state where Cedar Valley SportsPlex is located (the "Act"). ARC shall be responsible to clearly and explicitly mark as confidential all information it provides, in any form, to Cedar Valley SportsPlex that ARC desires to be treated as Confidential Information. Without such indication of ARC's claim of confidentiality, information may be treated as non - confidential. • The Cedar Valley SportsPlex will not disseminate any of the Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever, except as required by the order of any court or similar tribunal, or any other governmental body or agency of appropriate jurisdiction; provided the Cedar Valley SportsPlex to the extent practicable, shall give ARC prior notice of any such requirement for disclosure and shall cooperate with ARC in obtaining a protective order or such similar protection as ARC may deem appropriate to preserve the confidential nature of the Confidential Information._ ARC acknowledges that Cedar Valley SportsPlex is subject to the Iowa Open Records Law set forth in Iowa Code Chapter 22 and that any ARC information not marked as confidential pursuant to the preceding paragraph may be disclosed without advance notice to ARC. 2 • The parties further agree to comply with all state and federal laws and regulations governing the release and handling of patient medical records. • No waiver of any breach of this Agreement shall be held to be a waiver of any other subsequent breach. All remedies afforded in this Agreement shall be taken and construed as cumulative, that is, in addition to every other remedy provided herein or by law. • During the Term and for a one (1) -year period thereafter, The Cedar Valley SportsPlex shall not solicit for hire, nor hire any employees of ARC or its affiliates, without the written approval of ARC. • ARC is an independent contractor. Nothing in this Agreement is intended, or shall be deemed, to constitute a partnership or joint venture between the parties. • To the fullest extent permitted by law, each party shall indemnify, defend, protect, and hold the other party, including its officers, officials, board members, and employees harmless from any liability, claim, demand, damages, losses, judgment, lien, penalty, fine, interest, costs and expense (including reasonable attorneys' fees and litigation costs) arising out of or in conjunction with the intentional or negligent acts of their respective employees and/or agents. If a physician, coach or parent supersedes the decision of ARC with respect to any injured person, ARC shall no longer be responsible to provide any services with respect to such injured person, and ARC shall not be liable for injuries or loss resulting from the decisions of others with respect to an injured person. • All notices required to be served by provisions of this Agreement shall be in writing and shall be served on any of the parties hereto personally or by a nationally recognized overnight courier or by a locally recognized private courier or by sending such notice in an envelope duly addressed by certified or registered U.S. mail, postage prepaid. Notices to be served on ARC shall be served at or mailed to Accelerated Rehabilitation Centers, Ltd., 205 West Wacker Drive, Suite 1020, Chicago, Illinois 60606, Attention: Eric C. Warner, PT, MS, CEO. Notices to be served on The Cedar Valley SportsPlex shall be served at or mailed to Cedar Valley SportsPlex, 300 Jefferson Street, Waterloo, IA 50701, attn: Kathryn Moeller, unless otherwise instructed. • This Agreement shall be interpreted, construed and governed by and under the laws of the state of Iowa, without regard to conflict of laws principles. • If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then such provision shall be deemed severed herefrom, and such invalidity shall not affect any other provision of this Agreement, the balance of which shall remain in and have its intended full force and effect; provided, however, if any such provision may be modified so as to be valid as a matter of law, then such provision shall be deemed to have been modified so as to be enforceable to the maximum extent permitted by law. • This Agreement sets forth the understanding of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties which may have related to the subject matter hereof, whether oral or written. No provision of this 3 Agreement may be modified, except in writing, duly signed and acknowledged by each of the parties. • The rights and obligations of ARC under this Agreement will inure to, and be binding upon, the successors and assigns of ARC with prior notice to The Cedar Valley SportsPlex. The Cedar Valley SportsPlex may not assign The Cedar Valley SportsPlex's rights or obligations under this Agreement. • This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Please visit our website at www.acceleratedrehab.com for more information regarding Accelerated Rehabilitation Centers. Thank you for this opportunity to work with The Cedar Valley SportsPlex, staff, and your clients! 1r ARC Representative/Title CITY OF WATERLOO, IOWA By: Date 31-/ iLt Ernest G. Clark, Mayor Date Attest: 4