2-Professional Services Agreement Firefighter Physicals DRAFT.pdf

PROFESSIONAL SERVICES AGREEMENT

Contract Number ________________

THIS PROFESSIONAL SERVICES AGREEMENT is made and entered into as of ______________________, 2025 (the “Effective Date”) by and between FORSYTH COUNTY a political subdivision of the State of Georgia, acting by and through its governing authority, the Forsyth County Board of Commissioners (hereinafter referred to as “County”), ____________________________and (hereinafter referred to as “Provider”), collectively, the “Parties”.

WITNESSETH THAT:

WHEREAS, the County desires to retain Provider to provide certain services generally described as Firefighter Physicals; and

WHEREAS, the County seeks to ensure that all incumbent and new hire firefighters undergo comprehensive medical evaluations that meet, at a minimum, the current NFPA 1582 Standard, in order to confirm their fitness for duty and safeguard the health and safety of its fire service personnel; and

WHEREAS, the Provider represents that it is appropriately qualified and duly licensed under Georgia state law to perform firefighter physicals and related medical examinations, and that it and its personnel hold the necessary credentials, certifications, and expertise in occupational health, internal medicine, or related medical fields applicable to the Services;

and

WHEREAS, the Provider desires to perform the Services under the terms and conditions set forth in this Agreement; and

WHEREAS, the public interest will be served by this Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises, the public purposes, and the acknowledgements and agreements contained herein, together with other good and adequate consideration, the sufficiency of which is hereby acknowledged, the Parties hereby do mutually agree as follows:

I. SCOPE OF SERVICES AND TERMINATION DATE

A. Exhibits Incorporated into this Agreement. The following Exhibits are attached hereto and incorporated herein by this reference:

Exhibit “A” – Scope of Services Exhibit “B” - Compensation for Services Exhibit “C” – Insurance Requirements Exhibit “D” – Form of Contractor Affidavit and Agreement Exhibit “E” – Form of Subcontractor Affidavit

B. The Services. The service to be completed under this Agreement (the

“Services”) is described in the scope of services set forth in Exhibit “A”, attached hereto and incorporated herein by reference.

C. Term of Agreement.

(1) Provider shall perform the Services in a prompt and timely manner, which will not impose unnecessary delays. The Term of this Agreement shall commence on January 1, 2026, and continue in effect until the earlier of i) the earlier termination of this Agreement pursuant to the terms hereof, or

ii) December 31, 2030 (the “Term”).

(2) As required by O.C.G.A. § 36-60-13, if this Agreement is for a Term that extends beyond the current fiscal year of execution (FY2025), this Agreement shall terminate absolutely and without further obligation on the part of the County on December 31 of each calendar year of the Term;

provided, however, that this Agreement shall automatically renew on January 1 of each subsequent calendar year during the Term unless the County provides written notice of non-renewal to Provider at least five (5) days prior to the end of the then current calendar year. Further, this Agreement shall terminate immediately and absolutely at any such time as there are no appropriated and otherwise unobligated funds available to satisfy the County’s obligations under this Agreement. Title to any supplies, materials, equipment, or other personal property shall remain in Provider until fully paid for by the County.

II. WORK CHANGES

The County reserves the right to order changes in the Services to be performed under this Agreement by altering, adding to, or deducting from the Services. All such changes shall be incorporated in written change orders executed by the County authorizing and directing a change in services. Such change orders shall specify the changes ordered and any necessary adjustment of compensation and completion time and shall be delivered to Provider. Provider must submit any claim regarding such adjustment in price or completion time in writing within thirty (30) days of receiving notice of the change order. If the Parties cannot reach an agreement on the terms for performing the changed work within a reasonable time, to avoid delay or other unfavorable impacts as determined by the County in its sole discretion, the County shall have the right to determine reasonable terms, and the Provider shall proceed with the changed Services. No claim for additional compensation or extension of time shall be recognized unless contained in a written change order duly executed on behalf of the County.

III. COMPENSATION AND METHOD OF PAYMENT

A. The total amount paid under this Agreement as compensation for Services performed (and reimbursement for costs incurred where such reimbursement is specifically authorized) shall not in any case exceed the amount specified in Exhibit “B” attached hereto and incorporated herein by reference, except as outlined in Section II above, and the Provider represents that such amount is sufficient to perform all of the Services described in and contemplated by this Agreement. The compensation for Services performed (and reimbursement for costs incurred, if specifically authorized) shall be as specified in this Agreement.

B. County agrees to pay the Provider for the Services performed and costs incurred by Provider upon certification by the County that the Services were actually performed and costs actually incurred in accordance with this Agreement. Compensation for Services performed (and reimbursement for costs incurred, where such reimbursement is specifically authorized) shall be paid to the Provider upon receipt and approval by the County of invoices setting forth in detail the services performed and costs incurred, together with all supporting documents requested by the County to process the invoice. Invoices shall be submitted as outlined in Exhibit “B” attached hereto and must include the Contract Number and an itemized statement of the Services completed. No payment will be made for Services performed until the Provider furnishes the County with an invoice meeting these requirements. The County is exempt from Federal Excise Tax and Georgia Sales and Use Tax.

C. Any material deviations from the Services described in this Agreement shall be clearly communicated to the County before charges are incurred and shall be handled through change orders as described in Section II above. The County shall pay the Provider within thirty (30) days after approval of the invoice by County staff.

D. The compensation as provided for in this Agreement shall be received by

Provider as payment in full for Services done. All labor, materials, and equipment will be paid as set forth in Exhibit “B” attached hereto. There shall be no percentage mark-up for goods or services applicable to the Services.

IV. COVENANTS OF PROVIDER

A. Expertise of Provider; Licenses, Certification and Permits; Performance.

Provider recognizes that the County’s intention and purpose in entering into this Agreement is to engage an entity with the requisite capacity, experience, skill, and judgment to timely and competently complete the Services undertaken by Provider under this Agreement. The Provider shall employ only persons duly qualified in the appropriate area of expertise (as applicable) to perform the Services described in this Agreement.

The Provider covenants and declares that it is properly equipped, organized, and financed to perform the Services and that it has obtained all diplomas, certificates, licenses, permits, or the like (if any) required of the Provider by any and all national, state, regional, county, or local boards, agencies, commissions, committees, or other regulatory bodies in order to perform the Services contracted for under this Agreement. All Services performed by Provider under this Agreement shall be in accordance with all applicable federal, state, and local laws, regulations, rules, policies, guidelines, processes, and requirements, and in accordance with the standard of care, skill, ability, and quality ordinarily exercised by competent practitioners practicing under similar conditions and circumstances. Any additional work or costs incurred as a result of error or omission by Provider in not complying with this Section or any other part of this Agreement will be provided by Provider at no additional cost to the County. This provision shall survive termination of this

B. County’s Reliance on the Work.

The Provider acknowledges and agrees that the County does not undertake to approve or pass judgment upon matters of expertise of the Provider and that, therefore, the County bears no responsibility for Provider’s Services performed under this Agreement. The Provider acknowledges and agrees that the acceptance of reports, recommendations, specifications, or other work product by the County (if any) is limited to the function of determining whether there has been compliance with what is required to be produced under this Agreement. The County will not, and need not, inquire into adequacy, fitness, suitability, or correctness of Provider’s performance. Provider further agrees that no approval of reports, recommendations, specifications, or other work product (if any) by any person, body, or agency shall relieve Provider of the responsibility for adequacy, fitness, suitability, and correctness of Provider’s Services under professional and/or industry standards, or for performing services under this Agreement in accordance with sound and accepted professional and/or industry principals.

C. Assignment of Agreement.

The Provider covenants and agrees not to assign or transfer any interest in, or delegate any duties of this Agreement, without the prior express written consent of the County. As to any approved subcontractors, the Provider shall be solely responsible for reimbursing them, and the County shall have no obligation to them.

D. Responsibility of Provider and Indemnification of County.

Provider covenants and agrees to take and assume all responsibility for the Services rendered in connection with this Agreement. Provider shall bear all losses and damages directly or indirectly resulting to it and/or County on account of the performance or character of the Services rendered pursuant to this Agreement.

Provider shall indemnify, defend, and hold harmless County and County’s elected and appointed officials, officers, boards, commissions, employees, representatives, consultants, servants, agents, attorneys, and volunteers (each party individually, an “Indemnified Party”) for, from, and against any and all claims, suits, actions, judgments, injuries, damages, losses, costs, expenses, and liability of any kind whatsoever, including, but not limited to, attorney’s fees and costs of defense (“Liabilities”), which may arise from or be the result of an alleged willful, negligent, or tortious act or omission arising out of the Services, performance of contracted Services, or operations by Provider, any subcontractor, anyone directly or indirectly employed by Provider or subcontractor, or anyone for whose acts or omissions Provider or subcontractor may be liable, regardless of whether or not the act or omission is caused in part by an Indemnified Party (collectively, “Indemnity Obligation”). The Indemnity

Obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this provision.

In any and all claims against an Indemnified Party by any employee of Provider, its subcontractor, anyone directly or indirectly employed by Provider or subcontractor, or anyone for whose acts Provider or subcontractor may be liable, the Indemnity Obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Provider or any subcontractor under workers’ or workmen’s compensation acts, disability benefit acts, or other employee benefit acts. The Indemnity Obligation shall survive expiration or termination of this Agreement, provided that the claims are based upon or arise out of actions or omissions that occurred during the performance of this Agreement.

E. Independent Contractor.

Provider hereby covenants and declares that it is engaged in an independent business and agrees to perform the Services as an independent contractor and not as the agent or employee of the County. Nothing in this Agreement shall be construed to make the Provider or any of its employees, servants, or subcontractors an employee, servant, or agent of the County for any purpose. The Provider agrees to be solely responsible for its own matters relating to the time and place the Services are performed and the method used to perform such Services; the instrumentalities, tools, supplies and materials necessary to complete the Services; the hiring of consultants, agents or employees to complete the Services; and the payment of employees, including benefits and compliance with Social Security, withholding and all other regulations governing such matters. The Provider agrees to be solely responsible for its own acts and those of its subordinates, employees, and subcontractors during the life of this Agreement. There shall be no contractual relationship between any subcontractor or supplier and the County by virtue of this Agreement with Provider. Any provisions of this Agreement that may appear to give the County the right to direct Provider as to the details of the Services to be performed by Provider or to exercise a measure of control over such Services will be deemed to mean that Provider shall follow the directions of the County with regard to the results of such Services only. It is further understood that this Agreement is not exclusive, and the County may hire additional entities to perform the Services related to this Agreement.

F. Insurance.

The Provider shall have and maintain in full force and effect for the duration of this Agreement, insurance insuring against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by the Provider, its agents, representatives, employees, or subcontractors, including, but not limited to, commercial general liability coverage, professional liability coverage, and workers’ compensation coverage. Provider shall maintain insurance policies with coverage and limits no less than those specified in Exhibit “C”, attached hereto and incorporated herein by reference. All policies shall be subject to approval by the County. These requirements are subject to amendment or waiver if so approved in writing by the County Manager.

The County shall be named as an additional insured and loss payee on all policies required by this Agreement, except the County need not be named as an additional insured and loss payee on any professional liability policy or workers’ compensation policy. Any liability insurance coverage shall be primary noncontributing insurance as respects to any other insurance or self-insurance available to the County. The policies shall include a contractual liability coverage endorsement incorporating the insurable indemnification obligations of the Provider under this Agreement. The insurer providing workers’ compensation coverage will agree to waive all rights of subrogation against the insured parties for losses arising from Services performed by the Provider for the County. Further, each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be canceled or materially reduced except after thirty (30) days prior written notice has been given to the County. The County reserves the right to accept alternate notice terms and provisions, provided they meet the minimum requirements under Georgia law.

Provider shall furnish the County with certificates of insurance and endorsements to the policies evidencing all coverage required by this Agreement. The certificates of insurance and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf unless alternate sufficient evidence of their validity and incorporation into the policy is provided. The certificates of insurance and required endorsements shall be furnished on a form utilized by Provider's insurer in its normal course of business. The County reserves the right to require complete, certified copies of all required insurance policies at any time. The Provider shall provide proof that any expiring coverage has been renewed or replaced prior to the expiration of the coverage.

Insurance companies must be licensed to do business in Georgia by the Georgia

Secretary of State, authorized by the Georgia Insurance Department, and have an AM Best policyholder’s rating of no less than “A-” and with a financial rating of class VII or greater.

Underrated captives or insurers must be submitted to County Risk Management for review and consideration.”

G. Employment of Unauthorized Aliens Prohibited – E-Verify Affidavit.

Pursuant to O.C.G.A. § 13-10-91, the County shall not enter into a contract for the physical performance of services unless:

(1) the Provider shall provide evidence on County-provided forms, attached hereto as Exhibits “D” and “E” (affidavits regarding compliance with the E- Verify program to be sworn under oath under criminal penalty of false swearing pursuant to O.C.G.A. § 16-10-71), that it and Provider’s subcontractors have registered with, are authorized to use and use the federal work authorization program commonly known as E-Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines established in O.C.G.A. § 13-10-91, and that they will continue to use the federal work authorization program throughout the contract period, or

(2) the Provider provides evidence that it is not required to provide an affidavit because it is an individual (not a company) licensed pursuant to Title 26 or Title 43 or by the State Bar of Georgia and is in good standing.

The Provider hereby verifies that it has, prior to executing this Agreement, executed a notarized affidavit, the form of which is provided in Exhibit “D”, and submitted such affidavit to County or provided the County with evidence that it is an individual not required to provide such an affidavit because it is licensed and in good standing as noted in subsection

(2) above. Further, Provider hereby agrees to comply with the requirements of the federal Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02.

In the event the Provider employs or contracts with any subcontractor(s) in connection with the covered contract, the Provider agrees to secure from such subcontractor(s) attestation of the subcontractor’s compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the subcontractor’s execution of the subcontractor affidavit, the form of which is attached hereto as Exhibit “E”, which subcontractor affidavit shall become part of the Provider/subcontractor agreement, or evidence that the subcontractor is not required to provide such an affidavit because it is an individual licensed and in good standing as noted in subsection (2) above. If a subcontractor affidavit is obtained, Provider agrees to provide a completed copy to the County within five (5) business days of receipt from any subcontractor.

Where Provider is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the

County Manager or his/her designee shall be authorized to conduct an inspection of the Provider’s and Provider’s subcontractors’ verification process at any time to determine that the verification was correct and complete. The Provider and Provider’s subcontractors shall retain all documents and records of their respective verification process for a period of five

(5) years following completion of the contract. Further, where Provider is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the County Manager or his/her designee shall further be authorized to conduct periodic inspections to ensure that no County Provider or Provider’s subcontractors employ unauthorized aliens on County contracts. By entering into a contract with the County, the Provider and Provider’s subcontractors agree to cooperate with any such investigation by making their records and personnel available upon reasonable notice for inspection and questioning. Where a Provider or Provider’s subcontractors are found to have employed an unauthorized alien, the County Manager or his/her designee may report same to the Department of Homeland Security. The Provider’s failure to cooperate with the investigation may be sanctioned by termination of the contract, and the Provider shall be liable for all damages and delays occasioned by the County thereby.

Provider hereby agrees that, in the event Provider employs or contracts with any subcontractor(s) in connection with this Agreement and where the subcontractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91, the Provider will secure from the subcontractor(s) such subcontractor(s’) indication of the employee-number category that is applicable to the subcontractor.

The above requirements shall be in addition to the requirements of State and federal law and shall be construed to be in conformity with those laws.

H. Records, Reports and Audits

(1) Records:

(a) Books, records, documents, account ledgers, data bases, and similar materials relating to the Services performed for the County under this Agreement (“Records”) shall be established and maintained by the Provider in accordance with requirements prescribed by the County and applicable law with respect to all matters covered by this Agreement. Except as otherwise authorized or required, such Records shall be maintained for at least three (3) years from the date that final payment is made to Provider by County under this Agreement.

Furthermore, Records that are the subject of audit findings shall be retained for three (3) years or until such audit findings have been resolved, whichever is later.

(b) All costs claimed or anticipated to be incurred in the performance of this Agreement shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Agreement shall be clearly identified and readily accessible.

(2) Reports and Information: Upon request, the Provider shall furnish to the County any and all Records related to matters covered by this Agreement in the form requested by the County. All Records stored on a computer database must be in a format compatible with the County’s computer systems and software.

(3) Audits and Inspections: At any time during normal business hours and as often as the County may deem necessary, Provider shall make available to the County or County’s representative(s) for examination all Records with respect to all matters covered by this Agreement. The Provider will permit the County or County’s representative(s) to audit, examine, and make excerpts or transcripts from such Records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and/or data relating to all matters covered by this Agreement.

(4) Georgia Open Records Act: Provider acknowledges that the County’s disclosure of documentation is governed by Georgia’s Open Records Act, Provider further acknowledges that if Provider submits records containing trade secret information, and if Provider wishes to keep such records confidential, Provider must submit and attach to such records an affidavit affirmatively declaring that specific information in the records constitutes trade secrets pursuant to Article 27 of Chapter 1 of Title 10, and the Parties shall follow the requirements of O.C.G.A. § 50-18-72(a)(34) related thereto.

I. Conflicts of Interest. Provider agrees that it shall not engage in any activity or conduct that would result in a violation of the Forsyth County Code of Ethics.

J. Information Received from County; Confidentiality. Provider shall be required to provide immediate written notice to the County if Provider knows or reasonably should know that any information provided by the County is erroneous, inconsistent, or otherwise problematic. Provider acknowledges that it may learn or receive confidential information of the County and that it will protect the confidentiality of any such confidential information and will require any of its subcontractors, consultants, and/or staff to likewise protect such confidential information. Provider personnel shall be instructed that they shall not remove any County documents or materials and that they shall not disclose any confidential information to any persons other than County personnel unless County provides written authorization. The Provider agrees that confidential information it learns or receives or such reports, information, opinions or conclusions that Provider creates under this Agreement shall not be made available to, or discussed with, any individual or organization, including the news media, without prior written approval of the County. The Provider shall exercise reasonable precautions to prevent the unauthorized disclosure and use of County information whether specifically deemed confidential or not.

K. Medical Records

(1) HIPAA Compliance: Provider shall comply with all applicable provisions of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended, and all implementing regulations. Provider shall implement and maintain appropriate administrative, technical, and physical safeguards to protect the confidentiality, integrity, and availability of all protected health information (PHI) created, received, maintained, or transmitted under this Agreement. Provider shall ensure that any subcontractor or agent to whom PHI is disclosed agrees to the same restrictions and conditions. Provider shall promptly report to the County any actual or reasonably suspected breach of PHI in accordance with HIPAA requirements.

(2) Ownership of Medical Records: “Medical Records” shall include any documents or electronic files, whether in whole or in part, that are created or maintained in the course of providing Services as contemplated herein, including but not limited to patient charts, treatment notes, diagnostic test results, physician or clinician notes, orders, prescriptions, imaging, letters of determination, billing, and insurance records, and any other recorded information relating to the past, present, or future physical or mental health condition of an individual or the provision of health care to an individual. Medical Records may contain Protected Health Information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law.

All Medical Records, reports, and documentation prepared or maintained in connection with the Services shall be the property of the County, subject to HIPAA and other applicable federal and state privacy laws. Each individual firefighter shall retain the right to access their own medical records as provided by law. The Provider shall maintain such records in a manner consistent with HIPAA and release such records only as permitted by law or with the written consent of the individual firefighter.

(3) Record Retention: Notwithstanding any provision contained herein related to record retention, Provider shall maintain all Medical Records for a minimum of ten (10) years from the date of each firefighter’s initial examination, or longer if required by NFPA 1582, applicable state law, or federal regulation or in compliance with HIPAA.

(4) Transition of Records: Upon termination or expiration of this Agreement, Provider shall, within thirty (30) days of written request by the County, transfer all medical records to the County or to any successor provider designated by the County, in a format that is secure, complete, and HIPAA-compliant.

Provider shall not retain copies of medical records except as permitted by law for archival or defense purposes, and any such retained copies shall continue to be protected in accordance with HIPAA.

L. Ownership of Work. All reports, data, specifications, schedules, work product, and other materials prepared or in the process of being prepared for the Services to be performed by the Provider (“Materials”) shall be the property of the County, and the County shall be entitled to full access and copies of all such Materials. The County shall have the unrestricted authorization to publicize, disclose, distribute, and otherwise use, in whole or in part, any Materials prepared under this Agreement without according credit of authorship;

provided, however, that ownership, use, disclosure, publication, distribution, and retention of Medical Records and protected health information (PHI) shall be governed by the HIPAA Compliance and Medical Records provisions of this Agreement. Nothing in this Section shall be construed to authorize the disclosure or public release of PHI in violation of applicable law.

Any such Materials remaining in the hands of the Provider or subcontractor upon completion or termination of the Services shall be delivered immediately to the County;

provided, however, that delivery, transfer, or retention of Medical Records and PHI shall be handled solely in accordance with the HIPAA Compliance and Medical Records provisions of this Agreement. The Provider may retain a copy of any Materials deliverables for its records except to the extent such deliverables contain PHI or Medical Records, which may only be retained or accessed as permitted by applicable law. The Provider assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged, or destroyed before final delivery to the County, the Provider shall replace them at its own expense. Any and all copyrightable subject matter in all Materials (excluding medical records and PHI) is hereby assigned to the County, and the Provider agrees to execute any additional documents that may be necessary to evidence such assignment.

M. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of Federal law, the Provider agrees that, during performance of this Agreement, Provider, for itself, its assignees and successors in interest, will not discriminate against any employee or applicant for employment, any subcontractor, or any supplier because of race, color, creed, national origin, gender, age, or disability. In addition, Provider agrees to comply with all applicable implementing regulations and shall include the provisions of this paragraph in every subcontract for services contemplated under this

N. Authority to Contract. The Provider and individual signing on behalf of

Provider below covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners, or similar authorities to simultaneously execute and bind Provider to the terms of this Agreement.

O. Contracts with Local Governments. As provided in O.C.G.A. § 36-80-28, Provider covenants and agrees that:

(1) Provider shall avoid any appearance of impropriety and shall follow all policies and procedures of County;

(2) Provider shall immediately disclose to County any material transaction or relationship, including, but not limited to, that of the Provider, the Provider’s employees, or the Provider’s agents or subsidiaries, that reasonably could be expected to give rise to a conflict of interest, including, but not limited to, past, present, or known prospective engagements, involvement in litigation or other dispute, client relationships, or other business or financial interest, and shall immediately disclose any material transaction or relationship subsequently discovered during the pendency of this Agreement; and

(3) Provider acknowledges that any violation or threatened violation of this Agreement may cause irreparable injury to County which entitles County to seek injunctive relief in addition to all other legal remedies.

V. PERFORMANCE STANDARDS; TERMINATION

A. The County may evaluate Provider’s performance on a monthly basis. If requirements are not being met, the County will notify the Provider, in writing, identifying deficiencies (including but not limited to improper substitutions, inadequate delivery schedule, poor workmanship, or suspended, revoked, expired, or otherwise rendered invalid or insufficient credentials). Provider must promptly provide a written response to the County detailing how the identified deficiencies will be remedied, and such deficiencies must be remedied within thirty (30) days of County’s notice of deficiencies, unless such cure period is extended in writing by the County. If the deficiencies are not remedied within the thirty (30) day cure period, the County may immediately terminate this Agreement with no further obligation or liability to the Provider.

B. If the County determines, under any circumstance, that Provider has acted in a grossly negligent manner in the performance of its obligations hereunder, said determination being at the sole discretion of the County, then, and in that event, the County may immediately terminate this Agreement with no further obligation or liability to the Provider.

C. The County shall have the right to terminate this Agreement for convenience by providing written notice thereof at least thirty (30) calendar days in advance of the termination date. The Provider shall have no right to terminate this Agreement prior to completion of the Work, except in the event of the County’s failure to pay the Provider within thirty (30) days of Provider providing the County with a proper notice of a delinquent payment and an opportunity to cure.

D. Upon termination, the County shall provide for payment to the Provider for services rendered and expenses incurred prior to the termination date.

E. Upon termination, the Provider shall: (1) promptly discontinue all Services, cancel as many outstanding obligations as possible, and not incur any new obligations, unless the notice directs otherwise; and (2) promptly deliver to the County all Materials as may have been generated or used by the Provider in performing this Agreement, whether completed or in process, in the form specified by the County.

F. The rights and remedies of the County and the Provider provided in this Article are in addition to any other rights and remedies provided under this Agreement or at law or in equity.

VI. MISCELLANEOUS

A. Entire Agreement. This Agreement, including all exhibits hereto, constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement, or promise relating to the subject matter of this Agreement not contained in this Agreement shall be valid or binding. In the event of a conflict in the terms of this Agreement and/or the exhibits attached hereto, the terms most beneficial to the County shall govern. This Agreement may be modified or amended only by an amendment, a written change order (as provided in Section II above), or other document signed by representatives of both Parties with appropriate authorization.

B. Successors and Assigns. Subject to the provision of this Agreement regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, successors, and assigns of the respective Parties, provided that no Party may assign this Agreement without prior written approval of the other Party.

C. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the rules, regulations, statutes, and laws of the State of Georgia will control. Any action or suit related to this Agreement shall be brought in the Superior Court of Forsyth County, Georgia, and Provider submits to the jurisdiction and venue of such court.

D. Captions and Severability. The caption or headnote on articles or sections of this Agreement are intended for convenience and reference purposes only and in no way define, limit, or describe the scope or intent thereof or of this Agreement, or in any way affect this Agreement. Should any article or section or any part of this Agreement later be deemed illegal, invalid, or unenforceable by a court of competent jurisdiction, the offending portion of this Agreement should be severed, and the remainder of this Agreement shall remain in full force and effect to the extent possible, as the Parties declare they would have agreed to the remaining parts of this Agreement if they had known that the severed provisions or portions thereof would be determined illegal, invalid, or unenforceable.

E. Business License. Prior to commencement of the services to be provided hereunder, Provider shall apply to the County for a business license, pay the applicable business license fee, and maintain said business license during the term of this Agreement, unless Provider provides evidence that no such license is required.

F. Notices. All other notices as required by this Agreement shall be in writing and shall be deemed received, and shall be effective, when: (1) personally delivered to the individual identified below where a signed receipt is given, or (2) on the third day after the postmark date when mailed by registered mail, postage prepaid, return receipt requested, or

(3) upon actual delivery when sent via national overnight commercial carrier to the party at the address given below, or at a substitute address previously furnished to the other party by written notice in accordance herewith:

NOTICE TO THE COUNTY shall be sent to:

Forsyth County Fire Department

Attn: Barry Head, Chief 3520 Settingdown Rd Cumming, GA 30028

AND

Forsyth County Department of Procurement Attn: Adrian Casey, Director 514 West Maple Street, Suite 104 Cumming, GA 30040

NOTICE TO THE PROVIDER shall be sent to:

G. Waiver of Agreement. No failure by the County to enforce any right or power granted under this Agreement, or to insist upon strict compliance by Provider with this Agreement, and no custom or practice of the County at variance with the terms and conditions of this Agreement shall constitute a general waiver of any future breach or default or affect the County’s right to demand exact and strict compliance by Provider with the terms and conditions of this Agreement. Further, no express waiver shall affect any term or condition other than the one specified in such waiver, and that one only for the time and manner specifically stated.

H. No Third-Party Rights. This Agreement shall be exclusively for the benefit of the Parties and shall not provide any third parties with any remedy, claim, liability, reimbursement, cause of action, or other right.

I. Sovereign Immunity. Nothing contained in this Agreement shall be construed to be a waiver of the County’s sovereign immunity or any individual’s qualified good faith or official immunities.

J. Counterparts; Agreement Construction and Interpretation. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A signature on a copy of this Agreement received by either party by facsimile is binding upon the other party as an original. The Parties shall treat a photocopy of such facsimile as a duplicate original.

Provider represents that it has reviewed and become familiar with this Agreement and has notified the County of any discrepancies, conflicts or errors herein. The Parties hereto agree that, if an ambiguity or question of intent or interpretation arises, this Agreement is to be construed as if the Parties had drafted it jointly, as opposed to being construed against a Party because it was responsible for drafting one or more provisions of the Agreement.

K. Force Majeure. Neither the County nor Provider shall be liable for their respective non-negligent or non-willful failure to perform or shall be deemed in default with respect to the failure to perform (or cure a failure to perform) any of their respective duties or obligations under this Agreement or for any delay in such performance due to: (a) any cause beyond their respective reasonable control; (b) any act of God; (c) any change in applicable governmental rules or regulations rendering the performance of any portion of this Agreement legally impossible; (d) earthquake, fire, explosion or flood; (e) strike or labor dispute, excluding strikes or labor disputes by employees and/or agents of Provider; (f) delay or failure to act by any governmental or military authority; or (g) any war, hostility, embargo, sabotage, civil disturbance, riot, insurrection, or invasion. In such event, the time for performance shall be extended by an amount of time equal to the period of delay caused by such acts, and all other obligations shall remain intact.

L. Material Condition. Each term of this Agreement is material, and Provider’s breach of any term of this Agreement shall be considered a material breach of the entire Agreement and shall be grounds for termination or exercise of any other remedies available to the County at law or in equity.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, the County and the Provider have executed this Agreement, which is effective as of the Effective Date first written above.

PROVIDER:

By: ________________________________

COUNTY:

FORSYTH COUNTY, GEORGIA

By: ______________________________ Alfred John Chairman, Board of Commissioners

[COUNTY SEAL]

Attest: _________________________ Kiersten Law County Clerk

EXHIBIT “A”

Scope of Services

General Information: Forsyth County is seeking proposals from a qualified, licensed medical provider to perform firefighter physicals for the Forsyth County Fire Department (hereafter referred to as “FCFD”) that meet, at a minimum, the current National Fire Protection Association (NFPA) 1582 Standard for all current firefighters and for all new hire firefighters.

Incumbent Physicals

All incumbent physicals shall be performed annually. Historically, these have been performed in two stages during a set period each year:

• Stage 1 – Laboratory Testing: Blood draws and other lab work.

• Stage 2 – Medical Exam: A physical examination and review of lab results.

The medical provider shall coordinate scheduling of both stages with the FCFD FCFD Health & Safety Officer or their designee. After the first year of the contract, scheduling for subsequent years stages must be finalized no later than the end of the current year to allow adequate planning.

For Stage 1, the medical provider shall obtain all required bloodwork directly. If the provider does not have the capability to do so, the proposal must include an acceptable alternative process to ensure all required laboratory testing is completed in advance of Stage 2. If a firefighter cannot complete lab work during the scheduled timeframe, the provider must be able to complete the lab work during Stage 2 by:

• Offering a make-up option prior to Stage 2 (preferred), or

• Performing the lab work during Stage 2.

Stage 1 shall always be scheduled early enough to allow the provider to obtain and review all lab results before Stage 2 begins.

For Stage 2, the provider must have sufficient staff and resources to conduct physical exams, at a minimum, consistent with Chapter 7 of the current NFPA 1582 standard and as further detailed in this solicitation. Availability (days and times) will be negotiated with FCFD.

If the provider does not have mobile units, they must maintain a medical facility (or multiple facilities) within Forsyth County or at FCFD’s sole discretion and approval, within approximately 50 miles of Forsyth County. Facilities must have adequate staffing and resources to complete the required exams. Use of a County-provided facility will be at FCFD’s discretion.

New Hire Physicals

All new hire physicals shall be completed in a single stage and are generally required 1–2 times per year for each recruit class. Additional lateral hires may occur throughout the year outside of the recruit class process.

The medical provider shall meet one of the following requirements:

• Facility-Based Option: Maintain one (1) or more facilities within Forsyth County, or at FCFD’s sole discretion and approval, maintain a facility located within approximately 50 miles of Forsyth County, where new hires can complete both lab work and the physical exam at the same location. New hires, or an FCFD representative, will contact the provider directly to schedule appointments. The provider must be able to schedule each physical within five (5) business days of the request.

OR (at FCFD’s discretion)

• Onsite Option (at FCFD’s discretion): Provide onsite services at a County facility on a schedule pre-determined with FCFD, at a minimum once per month, for one (1) full day to conduct all lab work and physicals for new hires and/or make-up physicals. The provider shall coordinate with the FCFD Health & Safety Officer, or designee, during the week prior to confirm the scheduled date and time. If no new hire or make-up physicals are required, onsite service will not be necessary that month.

It is imperative that new hire physicals are completed in a timely manner. In addition to scheduling and completing the physicals within five (5) business days, the provider must furnish clearance determination letters (“cleared” or “not cleared”) and all supporting documentation to the FCFD Health & Safety Officer, or designee, within two to five (2–5) business days of completing the exam.

The number of new hire physicals may vary. FCFD typically hires approximately twelve (12) individuals per recruit class. The medical provider must demonstrate a practical process to accommodate both group recruit class new hires and individual new hires, recognizing that time is of the essence as no new hire is authorized to begin work until a physical has been completed and a clearance determination letter issued.

Administrative Items

1. HIPAA Compliance The medical provider shall fully comply with all HIPAA requirements throughout the contract term.

2. Contract Management & Point of Contact The medical provider shall designate a single representative to serve as liaison between the provider and the County. This representative must have sufficient training and experience to manage the contract, respond to inquiries, resolve issues, and coordinate scheduling.

3. County Liaison The FCFD FCFD Health & Safety Officer, or designee, shall serve as the liaison between the county and the provider.

4. Billing Requirements Invoices must be concise, itemized, and submitted in a format approved by the County. At a minimum, invoices shall include:

• Firefighter name

• Employee number

• Date of bloodwork

• Date of physical

• Tests performed (if in addition to the standard exam, e.g., heavy metal testing, PSA)

• Total cost per firefighter

• Itemized pricing per test/procedure and total invoice amount

• Remittance information

• A redacted summary invoice page (no personal information) suitable for

Accounts Payable processing in compliance with HIPAA.

Invoices shall be based on the actual number and type of physicals performed. Billing shall be structured as follows:

• Incumbent physicals: Billed annually, upon completion of Stage 1 and Stage 2.

• Make-up physicals: Billed monthly

• New hire physicals: Billed monthly and separately from Incumbent or Make-up

Physicals.

5. Reporting Requirements The medical provider shall deliver a summary report, prepared in accordance with HIPAA, to the FCFD Health & Safety Officer, or designee, at least twice per year.

Reports shall include department-wide trends, key statistics, general data, and recommendations.

6. Clearance Determination Letters Incumbent Physicals: Each firefighter shall receive a clearance determination letter (“cleared,” “not cleared,” or “temporary clearance”) at the time of their annual physical.

Copies shall be provided to the FCFD Health & Safety Officer, or designee, within:

• Two (2) business days of the physical for “not cleared” or “temporary clearance.”

• Ten (10) business days of the physical for “cleared.”

New Hire Physicals: The medical provider shall issue a clearance determination letter (“cleared” or “not cleared”) to the new hire upon completion of their physical and to the FCFD Health & Safety Officer, or designee, along with any other necessary information, within two to five (2–5) business days of completion of the New Hire Physical.

Timely and accurate reporting to both the employee and FCFD is a critical performance requirement under this contract.

7. Consent and Information Sharing If a firefighter consents to sharing medical information between the provider and FCFD (or another medical provider), the provider shall obtain a signed waiver from such firefighter indicating the documentation permitted and the receiving person/entity. Such waiver shall become part of the firefighter’s medical file maintained by the FCFD Health & Safety Officer, or designee.

8. Subcontractors The medical provider shall identify…