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HomeMy WebLinkAboutContract 51891 City Secretary Contract No. 5 �� FoRrWORTH, V144W 11,1111111101* omin ..� O�SG PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT("Agreement") is made and entered into by and between the CITY OF FORT WORTH("City"), a Texas home rule municipal corporation, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and North American Consultants, Inc. ("Consultant"), a Texas Corporation, and acting by and through T. Don Girolamo, its duly authorized CEO, each individually referred to as a"party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Consultant Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Price Schedule; and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A, B and C,which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. Scope of Services. Claims Consulting Services. See Exhibit "A," - Scope of Services more specifically describes the services to be provided hereunder. 2. Term. This Agreement shall begin on January 1, 2019 ("Effective Date") and shall expire on December 31, 2021 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions,for up to two(2)one-year renewal options, at City's sole discretion. 3. Compensation. City shall pay Consultant in accordance with the fee schedule of Consultant personnel who perform services under this Agreement in accordance with the provisions of this Agreement and Exhibit"B,"—Price Schedule. Total payment made under this Agreement for the first year by City shall be in an amount up to Twenty-Five Thousand Dollars ($25,000.00). Consultant shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice ofte ®FFK,i' .L��ECORD Professional Services Agreement �,F ' 4 R $� F`�.WORTH,7X City Secretary Contract No. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City Information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Consultant hereby warrants to City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to City in writing. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 5.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way. Consultant shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 6. Right to Audit. Consultant agrees that City shall, until the expiration of three (3) years after final payment under this contract,or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents, Professional Services Agreement Page 2 of 14 City Secretary Contract No. papers and records,including,but not limited to,all electronic records,of Consultant involving transactions relating to this Agreement at no additional cost to City.Consultant agrees that City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Consultant reasonable advance notice of intended audits. 7. Independent Contractor. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, consultants and subConsultants. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, Consultants and subConsultants. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents, servants, employees or subConsultant of Consultant. Neither Consultant, nor any officers, agents, servants, employees or subConsultant of Consultant shall be entitled to any employment benefits from City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subConsultant. 8. Liability and Indemnification. 8.1 LIABILITY-CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.2 GENERAL INDEMNIFICATION- CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS, AGENTS,SER VANTS AAD EMPLOYEES, FROMAND A GA INST ANY AND ALL CLAIMS OR LAWSUITS OFANYKIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CA USED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 8.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement,it being understood that this agreement to defend,settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Consultant bears the cost and expense of payment for claims or actions against City pursuant to this section, Consultant shall have the right to conduct the defense of any such claim or action and all Professional Services Agreement Page 3 of 14 City Secretary Contract No. negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate with Consultant in doing so.In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Consultant shall fully participate and cooperate with City in defense of such claim or action. City agrees to give Consultant timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Consultant's duty to indemnify City under this Agreement.If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted, Consultant shall,at its own expense and as City's sole remedy,either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible,and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or(d) if none of the foregoing alternatives is reasonably available to Consultant terminate this Agreement,and refund all amounts paid to Consultant by City, subsequent to which termination City may seek any and all remedies available to City under law. 9. Assignment and Subcontracting. 9.1 Assignment. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment,the assignee shall execute a written agreement with City and Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. Consultant and Assignee shall be jointly liable for all obligations of Consultant under this Agreement prior to the effective date of the assignment. 9.2 Subcontract. If City grants consent to a subcontract, sub Consultant shall execute a written agreement with Consultant referencing this Agreement under which sub Consultant shall agree to be bound by the duties and obligations of Consultant under this Agreement as such duties and obligations may apply. Consultant shall provide City with a fully executed copy of any such subcontract. 10. Insurance. Consultant shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate Professional Services Agreement Page 4 of 14 City Secretary Contract No. (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Consultant, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000 - Bodily Injury by accident; each accident/occurrence $100,000 - Bodily Injury by disease; each employee $500,000 - Bodily Injury by disease; policy limit (d) Professional Liability(Errors & Omissions): $1,000,000- Each Claim Limit $1,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII Professional Services Agreement Page 5 of 14 City Secretary Contract No. in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. Compliance with Laws,Ordinances,Rules and Regulations. Consultant agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Consultant, for itself, its personal representatives, assigns, subConsultants and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONSULTANT, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONSULTANTSS OR SUCCESSORS IN INTEREST, CONSULTANT AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To CONSULTANT: City of Fort Worth North American Consultants, Inc. Attn: Susan Alanis,Assistant City Manager T. Don Girolamo, CEO 200 Texas Street P.O. Box 6439 Fort Worth, TX 76102-6314 Kingwood, TX 77325 Facsimile: (817) 392-8654 Facsimile: (281)358-4263 With copy to Fort Worth City Attorney's Office at same address 14. Solicitation of Employees. Neither City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other Professional Services Agreement Page 6 of 14 City Secretary Contract No. during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 16. No Waiver. The failure of City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Maieure. City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 20. HeadinEs not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22. Amendments/Modifications /Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 23. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes,be deemed an original,but all such counterparts shall together constitute one and the same instrument. Professional Services Agreement Page 7 of 14 City Secretary Contract No. 25. Warranty of Services. Consultant warrants that its services will be of a high quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty(30)days from the date that the services are completed.In such event,at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by City to Consultant for the nonconforming services. 26. Immigration Nationality Act. Consultant shall verify the identity and employment eligibility of its employees who perform work under this Agreement,including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Consultant shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Consultant employee who is not legally eligible to perform such services. CONSULTANT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONSULTANT, CONSULTANT'S EMPLOYEES, SUBCONTRACTORS,AGENTS,OR LICENSEES. City, upon written notice to Consultant,shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively, "Work Product"). Further, City shall be the sole and exclusive owner of all copyright, patent,trademark,trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product,or any part thereof, is not considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended, Consultant hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein,that City may have or obtain, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of City. 28. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Consultant shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Consultant or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change,copy of the board of director's resolution approving the action,or an executed merger or acquisition agreement.Failure to provide the specified documentation so may adversely impact future invoice payments. 30. No Boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of Professional Services Agreement Page 8 of 14 City Secretary Contract No. the Texas Government Code,the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1)does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Consultant certifies that Consultant's signature provides written verification to the City that Consultant: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples as of the last date signed below. (signature page follows) Professional Services Agreement Page 9 of 14 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance and By. reporting requirements. Name: Su an Alanis Title: AssItsfant City Manager Date: 201 \ By: Nam : o is Gatewood APPROVAL RECOMMENDED: Title: Property&Casualty Manager APPROVED AS TO FORM AND LEGALITY: B . Y Name: Mark Barta ' r Title: Assistant Human Resources Director By: Name: JIn' . tron ATTEST: ' Title: ssistant City Attorney CONTRACT AUTHORIZATION: ®�� &C: _NA By: Name: Title: City Secret t Q 1 CONSULTANT: 4merican Co ATTES�. By: By: Name. „ Name: Diaiw Allen Title: Title: ftsident Date: January 7,2019_ Professional Services Agreement Page I A of iq EXHIBIT A SCOPE OF SERVICES NORTH AMERICAN CONSULTANTS P.O.Box 6439 Kingwood TX 77325-6439 Carl Constable (713) 835-5181 K Carl.Constable@northamericanconsultants.com WHAT WE DO MEDICAL EXPERTS & SERVICES LEGAL SERVICES • Physician Peer Reviews a Expert Witness Designation • Record/Film Retrieval . Controverting Affidavits Independent Medical Exams . Medical Necessity • p cast of Services • Film Reviews -Biding specialist -Physician • Medical opinions .,�� Medical Fite Summary • Usual & Customary . Billing Summaries . (line by line) Production Summaries . Deposition by Written Questions (in lieu of live depo) INVESTIGATION SERVICES . Deposition Concierge Svc. • Special Investigations • Discovery & Records Svc . Locates (Skip Trace) . Activity Checks . Surveillance • Video Surveillance • Assets Check ENGINEERING SERVICES • Records Check -D Medical Investigation Low Impact Study • Accident Reconstruction Limited Pointed Engineer onlyAnalysis Record Retrieval *NEW* Trial Exhibits j, FOR DETAILS AND PRICING PLEASE SEF.THE BACK OF THE APPROPRIATE REQUEST FORM. Vendor Services Agreement—Exhibit B Page 11 of 14 City Secretary Contract No. EXHIBIT B PRICE SCHEDULE 1.t'lI'SICIAN 11F.PiC'ALRKVIEW; 4 R11CNOS(W V. IRVAI'1WN`I' - servicers are reviewed and All medical renews include the Physician's stintnarv, a€ the case diagnostic versus treatment is separated Can be utilized alone or in opininn and recommendations The case also includes a breakdown,by Conjunction with a Physician NItalical Review.Unit is SYS perprovider. provider, of medical necessity, causation, undoemmemW charges and usual &customary. All questions, umecros and comments are SINDEP NDbh1 NTLI)R 1C EATALIIATION(IAIL:)-An independent addressed when written on the request fort tinder special instructions. Physician will examine the claimant.Physician will be based on She specialty you Larger cases require more time and therefore, may be more expensive, indicate under special instructions on the front or this Conn. Cost -E1,050+ A typical case is anywhere from I inch to 2 inches or revords amid Doctor fee. (Nice imi5tbe"Per if Nor'rh Aniencaa can we one of aur rolrnare bills. Prices may vary depending on Sic of the case file. If pricing dtscounrdocrors) exceeds the prices below,you will be notified in the form of a Special pricing letter- Combo-Physicians Peet Rcvisav road 1 M.F.pet N nsrcd by he wne physician with two acptaraterefensi Con 51365+Dacmrfern. Ctrinnxruruv Etrvirays-Nice vuies Iretvreen 5750 wed$1500;baud on the sire aide file the expert Isar to rericw•aad cmnplicstioo tevcl. 6 RECORD RL•€RIEVAL-$39 per hour plus $.25 per mile and any medical .vIR R vl ins-�Urthu S Neurni--Ihics urates 6etwrvu S1000 and S35II0;base)d an records fees charged by the providem the size of the-file the expert has to roview and wnrplicaliun loved. 7:ii"1`d'L)RNEY AS5I5'I'ED SIsR\`tCES- x111 Riaivwr-fan mlit,spernr ties)-Prree vsnes between$10013 and 5%s(ai+ based on the eizeot the file the c pert has tri roview and cannplicatian 6-1. ylnrliml bile Sumnrrrv-Is the process of providing a dentled time line of a yleehc l Opinion Onls(aro WIt'l-pni"vwies kviwecu SI000 caul 51506.Physician medical tile,You will receive a detailed spreadsheet listiag each date of service revicws it.medical rewttl Fiji care and bcatnlcnt of the daimam then gives an and the results of that vtsiL Price is based on$60 per how (min 2 his) opinion and answers any "61-w gnesfous.. Acaunl pining is no; mviewed or addressed in this mpnn A ff davits-We will generate and have executed by tate appropriate Expert- Affidavits are faxed andlor moaned to you within 3 days of The Peer Review. !)rsienallme#)nh--If you hare an expert deaignabou dstidbno but du nal have all of Affidavit will be billed separate of Medical Peer Review unlem-s you request they he the iccords,we hares anthnnty from numemas expeaas to designate chem ahead oflieno. combined when Service request is made, You must notiry NAC pour to dtsignat(ng Lino ofo t cxpemx,1€we receive the cases the desigairian&a is waived.Ifthe case senles shirr peer review,dee Fee is 53.50. -Medical Neecssi(y .Aff Follows 'Texas Civil Pactlee Code 18,001 balm ltcvicw Radrolnp-I r,read of Films, Cost 5650, one body area. Each for services not medically necessary. Medical KtT Revdety must be Aditirard film,add$150 per awes, Completed in order to execute Elis affidavit 323n f rgffWrdvit 5usnha Cae-All medical reviows oxhide Physician's upinions and lacakebm•n of medical rsecesnty, causation, undocmncoucd charges and usual &eustautmyy .all -Coat of Srrvires;lfft Follows'Tcxas Civil F'raeticc Code 18-001 for feta above usual and customary.A line 6 line Dill Audit t bcompleted to quasriens,casaxns and commems are nddrsxsel When laps tidal nror'e than$50,000 above umuse coin p a tiller there are rxtetimc records,oor cost will vary,Also;in some rtsurcet we will exmitue this affidavit.$230perafdar'ir,Cost of LirW By Linc: t provider not know expert fees mstil dee roview is complvt.d' Whenever possible wv+will =$160-2 to 5 prcividcrs=$34S-6+providers are$50 each additional sear)nwificatkin when the invoice(or 2 invomcs,doctor and NAC)will cured$2,50!1. provider. 19c-ap po,al train rerptcutx will be olxaiincd before handling,when requested. Pee.Peer RtviSf50iF 1'ltvxidatr t'ost uFServices Aff.Follows Texas Civil Practice Code 18-001 for fees above usual and customary.A physician medical review fl) One original repart is less than eight (8) tnttn0ls ehl. After S nundls it 4 must be complexed to execute this affidavit.See abore_for physician mnsidacd a to T,pornt medical review pricing.Cost of Affidavits:1 provW(r 46S0-2+ b) 'Me additional bills do net add up to nmre than.51 RH71),Additional bini,eg over providers=$30f1 peraddi�Aonial aff1dapil S3,WD will be mnswIvicet a(kill retrad, - PLEASEN07F.:Our phytioianatire undricosueanearid mate irm1.testoyanbzlalr DITPOSIVIf)\t.'iINVIKR(:F;SK14%,ICbcSt of their handling of any report if requested. We require that n0 comrmut"tion - regarding deposition or testinsony in conjunction With cava be wundiinietal donnish "DrpuaiEiuitlfrirl 4ehrdtlii©g Upon ncrtifwatton of impending deposition or trial, NAC foroarnmi purposes.Please Ctrr4rcL'ia^e+rKa erarrlr+rrnerlcvunr+rrrealrnrrrv..rarer our Legal Coortimat+X will begin the cuordination of scheduling.In addition to our Depefrriat service,we can handle your scheduling matters w th our experts connected tlAryVH1'LINE Ell LI,AIIDIT tl,SI!At.sk"(, .:ST€MARV): tothe casc-Peesslarrat$240. �- '� C"aalrrel'loured(rUtrarflinnterlruuerrtvufrnnh'.worn A physician docs N(n'roview The bills or records for medical necessity or lenge h of treatment.Charges are reviewed to determine if they arc in litre with current National Fee Guidelines.(lU&C variances arc completed by UCVCI:Dw Record Service:Records requested by Sullmiena Dues Tecum kvr inside.peronncl using CPT fee guidelines) Direct Quwhcans,or by Aifidavil of Recurds,with or without Medical Authoriza- tton-All lees for medical,billing or radiology record cxrxnses will be passed Cost of Line By Line.1 provider=5160-2 to 5 providers--S,145- along to the client in addition to NAC rates.Fees shirt at$1101). 6+proraclers ar•e W eacli additional prod*r, 3 ENGINEERING SERVICES: A NURSE RhVlEWS- Rin:�techaucial—Low lrolmet Stud}-A 3-part report. 1)Evaluation ahe Basic Nurse Reviews Summarizes the file idenlifying any billing error,,olisnlcle DOW V(AY)&G Forces imparted to occupants involved in a minor impact codes,unusual codes andlor unrelated eodca.The report gives the claims with little or no visible damage.File consists of police report,dam-age professional a basis by which to negotiate and settle their claim without the need appraisals&photos of both vehicles•all of which arc admissible at trial.2)A for litigation,The report makes recommendations per ODD guidelines_Cost 5400 detailed Amplified Physicians Peer Review based out the records and l"ngincer`srcpurt,3)Acompleteevaluation and summaryreptnibya HacicNu"rRcvieivtv°ithPaidv.IncurrttlChatt:Appliesthesame+lpplicalions qualified Case Manager.32,510+cosrofPeerreview as above but also includes a paid v,incurred chart.Cost tinder 106 pours-S450, Accident Reconstr uctinn--Physical inspectton of vehicles and an accident Over300 pages-$67S scene Application of the Laws of Physics To determine initial vehicle speeds, C'ontnrehensive Nurse Review: Applies the same applications as a.oasis curse vehicle dircelion and drives response. review,but also includes a line by line audit hor usual&customary aces in the Engineer Relaort alai Photos. $4,095(rrakwi fees eArrst) geographical area Cost-3500 Eaeincer analysis-Evaluation ofth:Delta V(Av)&G Forces imparted to occupants involved in a minor impact with little or no visible damage I'i!tl,.t assiv.(potion:upon completion ofth:nurse review;if we)eel the the needs File consists of police report,dalrrage appraisals&plhoteri of both vehicles, a medical doctor review,it will be automatically submitted at our listed peer review all ot'which are admissible at trial. FloL rate-31625 paces. 36N, of our nurse reviews have warranted a peer review. Cost: 5500. am�I vlti t!Fr.E-A tee M59a.W Pea Aosa ail)be ata[Crd un cafe aur whereo vve ora nskpt ry locatwlrcun a Plrpiciry m s puuculm arm w Seam tFus wr da rex Warr dvli�.l l.�i15 F:SAlIt't:a`L'L..-A!uf5390.a0applies it avy vase rrceierd in NAC'a Hwne Qlrice and gncelea Corary roarer.. �Iw-fF.r—Anyeue avidi records oar 2"in ksghs for 500 Pm;f}.wial 5s charged.vrgry r s of Y 7t par pfLe. Professional Services Agreement Page 12 of 14 City Secretary Contract No. Texas Private Security bureau License it A16292 EXPLANATIONS&PRICING ESTIMATES Unless otherwise specified all reports are ata rate ofS90 per hour plus sixty three(S.63)per mile traveled. Any limit on hours spent should he established up front by the Customer and NAC:,lne. ACTIVITY CHECK: The objective of the report is to determine the subject's daily activities,his extent of disability(if any)and arc they gainfully employed in any manner or capacity. SURVEILLANCE: There are two specific types ofsurveillance: 1, We believe the subject is working but cannot determine their current employer—our objective is to follow hirraflacr to work. 2. We do not believe the subject's activities are consistent with the disability claimed.We therefore obtain video and still photographs of subject's activities consistent or not with the allegations claimed. SPECIAL iNVESTIGATiON: The customer requires detailed investigative work as described in the instructions paragraph. This may include records check ifrequested, LIMITED POINTED: The customer requests specific points for handling of the assignment, DEPENDENCY CIIECK: Customer requests status of dependentis or children of the person involved in the matter. RECORDS CHECK: Any Ices incurred will he paid by the customer in addition to NAC:hourly carte. The customer requests that specific records be obtained. DOUBLE COVERAGE AFFIDAVIT: This service will aid the adjuster in determining if their policy holder has multiple policies.The affidavit simply states the insured had no other policy or additional insurance on the date of the incident.There are three options for this service that should prove to be of great benefit to our clients.They are as follows: Option 1:DWQ by Mail-$250 includes mailing a letter and affidavit with precise instructions for the policy holder to take the affidavit in to get notarized and also includes a self-addressed stamped envelope for the convenience of the policy holder and to avoid any delay.We also offer to reimburse the notary fee if provided with a valid receipt when returned. Option 2:In-person-$350+mileage Includes the same affidavit as in option 1;however,this would be delivered in-person to the policy holder at the address given by the client. We utilize a mobile notary and/or process server for this service. Option 3:Notary Option Only A)$175 plus mileage B)$200 plus mileage A)The affidavit has already been mailed to the insured by the client and they have agreed to sign,but do not have access to a notary.The mobile notary will not be responsible for mailing back the affidavit for the insured.(It will he the insured's responsibility to mail back after being notarized.) B) Same as mentioned above;however the mobile notary will assist in mailing back the affidavit to NAC for delivery to the client.Afler being notarized,the notary will retain the affidavit for mailing purposes.(We will mail a copy to the insured if requested.) P.0,liox 64;9,Kingwood,Texas 7735-6439♦Phone:(281)358-40017 6 Fax:(281)358-4263 ,,vwv,,riorthamericanconsuharrts.coni f mailik-I)GIROL.4216t<i 4ol.cyEn Professional Services Agreement Page 13 of 14 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY _NORTH AMERICAN CONSULTANTS,INC. _PI7 BOX 6439 -KINGWOOD,TEXAS 77325 Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Consultant and to execute any agreement, amendment or change order on behalf of Consultant. Such binding authority has been granted by proper order,resolution,ordinance or other authorization of Consultant.City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Consultant. Consultant will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised Fgrm that has been properly executed by Consultant. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature N me Qiatuie of residen /CEO Other Title: Date: Vendor Services Agreement—Exhibit C Page 14 of 14