HomeMy WebLinkAboutResolution No 42-2018 - Consenting to Assignment of SBFD 2018 Service AgreementRESOLUTION NO.42-2018
A RESOLUTION OF THE BOARD OF PUBLIC WORKS OF THE CITY OF SOUTH
BEND CONSENTING TO THE ASSIGMENT OF THE SOUTH BEND FIRE
DEPARTMENT 2018 SERVICE AGREEMENT
WHEREAS, on rune 26, 2018, the Board of Public Works of the City of South Bend (the
"Board") and Public Safety Health Systems, Inc. d/b/a Public Safety Medical ("PSM") agreed to
that certain South Bend Fire Department 2018 Service Agreement (the "Agreement") for PSM's
provision of medical services to the South Bend Fire Department (the "Department") in 2018-
2019; and
WHEREAS, PSM has entered into an asset purchase agreement with St. Vincent Health,
Wellness, and Preventive Care Institute, Inc. ("St. Vincent"), and has requested that the Board,
acting on behalf of the Department, consent to the assignment of the Agreement to St. Vincent;
and
WHEREAS, PSM has provided certain written assurances to the Department, as
memorialized in a letter to the Department dated August 6, 2018 (the "August Letter"), a copy of
which is attached to this Resolution No. 42-2018, regarding PSM's (and St. Vincent's) continued
adherence to the terms of the Agreement following the assignment of the Agreement to St. Vincent,
including as follows: "The institute will continue to perform the Agreement upon the same terms
and conditions as currently provided in the Agreement. No terms of the Agreement will change as
a result of the Transaction or this consent, other than public Safety Medical will be replaced with
the Institute as the other party"; and
WHEREAS, the Board desires to continue receiving the services performed by PSM, has
been informed that the Department harbors no reservations regarding the assignment of the
Agreement to St. Vincent, and is willing to consent to the one-time assignment of the Agreement
while expressly reserving the right to withhold its consent to any further assignment of the
Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF PUBLIC WORKS OF
THE CITY OF SOUTH BEND AS FOLLOWS:
1. The Board consents to the assignment of the Agreement from PSM to St. Vincent,
2. The Board's consent to this one-time assignment of the Agreement is not and shall
not be deemed to be a waiver of the Board's right to withhold or deny its consent to any subsequent
assignment of the Agreement, should such action be proposed to or requested of the Board.
3. Fire Chief Stephen Cox, or his duly authorized designee, is authorized and
instructed to execute the acknowledgement contained on Page 2 of the August Letter.
4. This Resolution will be in full force and effect upon its adoption.
1
ADOPTED at a meeting of the Board of Public Works of the City of South Bend, Indiana, held on
August 28, 2018, at 1308 County -City Building, 227 West Jefferson Boulevard, South Bend, Indiana
46601.
ATTEST:
6, MVj__
*indain, Clerk
1701.0000037 55,036,418
CITY OF SOUTH BEND
BOARD OF PUBLIC —WORKS
Gary Gilot, President
Therese orau, Member
Suzanna Fritzberg, Member
Elizabeth Maradik, Member
4
Jame Mueller, Member
2
Steven M. Moffatt, M.D.
President and Chiel Medical Officer
James R. Pate, M.D., M.P.H.
Vice President of Clinical Operations
MichaW T. Maguire, Phi.D.,, HSPP
Director of Psychology
Karl Kennedy, Psy.11), HSPP
Psychologist
Ken Lovko, Ph,D., HSPP
Psychologist
6612 E. 75"' St., Suite 200
Indianapolis, IN 46250
tel O 317,972.1180
fax8 317.972.1190
August 6, 2018
Chief Steve Cox
South Bend Fire Dept,
1222 S. Michigan Street
South Bend, In 466�01
RE- Business Confidential
Dear Chief Steve Cox:
I am writing this letter to communicate some important news about the future of Public Safety
Medical.
Over the last several years, 1 have been evaluating the future of Public Safety Medical and the
needs of our customers. In the past decade, research has tremendously improved our
understanding of the physical and behavioral health needs of first responders. We have been
intimately involved in these research efforts. To take the best action oil the needs of public
safety personnel, we will need greater resources and support to provide a next generation
model for Public Safety Medical.
To that end, I am excited to announce that we entered into an asset purchase agreement with
St. Vincent Health, Wellness, and Preventive Care Institute, Inc. (die "Institute") on June 29,
2018 under which Public Safety Medical will become part of the Institute's business
operations (the "Transaction"), The Institute and Public Safety Medical are aligned on a
mission and strategy to improve the health and safety of first responders (Fire, Law
Enforcement and EMS).
EZven though this represents change, we want. to provide assurances that:
• I will remain as a leader of Public Safety's Medical's operations and you call expect
the same level of access you are accustomed to flow;
• We will continue to operate under the name Public Safety Medical;
• We intend to transfer existing agreements to the Institute;
• We expect to leverage the additional Institute resources available to our team; and
• Our location and 1101.11-S will not change.
We anticipate the Transaction will close by October 1, 2018.
As part of the Transaction and with your consent, the Service Agreements, by and between
South Bend Fire Dept. and Public Safety Medical dated 6/2/2018, as amended (the
"Agreement"), will be assigned from Public Safety Medical to the Institute, and we request
that you consent to the assignment of the Agreement from Public Safety Medical to the
Institute, The Institute will continue toperform the Agreernetitupon the same terinsand
conditions as currently provided in the Agreement. No terms of the Agreement will change as
a result of the Transaction or this consent, other than Public Safety Medical will be replaced
with the Institute as the other party, The Agreement will continue in full force and effect after
the closing of the Transaction. If you agree to assign the Agreement to the Institute, kindly sign
and acknowledge such consent on Page two, of this letter and return a signed copy of this letter
by August i?, if possible, to me via c-inail at co,rin
We are excited about the strength and resources this Transaction will bring and we are fully
committed to the Preservation of the highest quality service and access that Public Safety
Medical customers expect now and into the future. Please don't hesitate to reach out to me
with any questions at Steven .111offattCal nublicsaf`etvmed.coati.
Respectfully,
6z"�� �Iz
Steven M. Moffatt, M.D.
President and Founder
The undersigned, by its duly authorized representative, hereby acknowledges the foregoing letter
and the request for consent to assignment of the Agreement as described hercin and hereby
consents to such assignment of the Agreement in connection with the Transaction, and further
waives any and all additional notice, consent, and other requirements related to the assignment
of the Agreement, all as of the date set forth below the signature.
South Bend Fire IDept.
By:
Title:
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date August 21, 2018
Name Stephen Cox, Fire Chief Department Fire
B,PW Date August 28, 2018 Phone Extension 9255
Legal X Attorney Name Elliot Anderson
Controller review is required for all Contracts $5,000.00 or more
Controller ❑ and greater than one year in length per the City Purchasing
Policy
Purchasing F-1
Agreement
0I Contract
E] Proposal LJ Addendum
Professional Services
F] Amendment
F-1 Bid Opening
F] Bid Award
E] Req. to Advertise El Title Sheet
❑ Quote Opening
El Quote Award
F-1 Chg Order No.
E] C/O & PCA No.
PCA
n Ease./Encroach.
❑ Traffic Control
❑
Resolution
F-1
Other:
El Claim
Company or Vendor Name
New Vendor
XWVWTVT: • r
Project Name
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
Amount of L__J
El
Public Safety Medical
E] Yes E] If Yes, Approved by Purchasing
❑ No
MBE WBE No
Completed E-Verify Form Attached F� Yes
[:1
South Bend Fire Department 2018 Service Agreement
Resolution consenting to the assignment of the South Bend Fire
Department 2018 Service Agreement that was approved by the
B,PW on 6/26/18
For Change Orders Oily
Increase $
Decrease $
Previous Amount $
Current Percent of Change: %
New Amount $
Total Percent of Change-, %
Time Extension:
NoninrSnl After Annroval
Copy
El
Original
E] Stephen Cox, Fire Chief
R Elliot Anderson, Assistant City Attorn
El