Amendment #4 to Professional Services Agreement
Between Memphis City Schools and
Well Child, Inc.
(the “Amendment”) to the Professional Services Agreement
between Memphis City Schools
(“MCS”) and Well Child, Inc.
September 10, 2008, as amended by Amendment #1 dated September 21, 2009, Amendment 2,
Dated October 27, 2010 and Amendment #3 dated June 23, 2011 (collectively, the
MCS and PROVIDER entered into the Agreement for the provision of school nurses to
MCS’ schools, including charter schools. 2.
MCS and PROVIDER now desire to amend the Agreement in accordance with the terms
FOR AND IN CONSIDERATION
of the mutual terms and conditions contained herein,
and other good and valuable consideration, the receipt or which is hereby acknowledged, MCS and PROVIDER hereby agree to amend the Agreement, as follows: 1.
Effective August 1, 2012, Section 3.1, Compensation is deleted in its entirety, and the
following new Section 3.1 is substituted in lieu thereof:
Compensation. In consideration of PROVIDER’s performance of the Services,
MCS agrees to pay PROVIDER in accordance with the terms set forth in the Scope of Work. PROVIDER shall have all obligations with respect to payment of the Registered Nurses provided hereunder and shall be the employer of, and have all rights and responsibility for such Registered Nurses. On behalf of MCS, and at its request, PROVIDER may bill Medicaid or third party insurers for the provision of (i) Nursing Services under this Agreement when such Services are performed pursuant to a physician’s orders, and (ii) services and procedures currently provided pursuant to a physician’s order by MCS’ LPNs to students with disabilities, the cost of which is currently borne by IDEA funding. Revenue obtained from the billings shall be reported to MCS on a monthly basis and shall be used to pay for: (1) the actual increased administrative costs incurred by PROVIDER in providing the billing services; and (2) the provision of additional Registered Nursing services to MCS to augment MCS’ LPN staff.
Section 15.1 is hereby amended to extend the Term for an additional year, from August 1,
Effective August 1, 2012, Exhibit A to the Agreement is hereby deleted in its entirety and
Exhibit A to this Amendment is substituted in lieu thereof.
Except as otherwise provided, all terms and conditions of this Agreement are hereby
Unless otherwise provided, defined terms in the Agreement that are also used in this
Amendment shall have the same meaning in this Amendment as in the Agreement.
IN WITNESS WHEREOF,
the parties have executed this Amendment #4 on the day
and year herein provided. WELL CHILD, INC.
MEMPHIS CITY SCHOOLS
Name: Karen J. Pease
Name: Patricia Toarmina
Title: Executive Director,
Exceptional Children and Health Services
Approved as to Form only:
Office of General Counsel
Chief Contracting Officer
SCOPE OF WORK
All Nursing Services shall be conducted in accordance with all applicable federal, state and local laws, rules
and regulations. The PROVIDER shall provide all applicable federal and state licensing requirements upon
request. PROVIDER agrees to accept assignments made by MCS to designated schools, on an as needed
basis, and may include charter and innovative schools.
ALL Registered Nurses shall:
• have a permanent, non-restricted Tennessee Nursing license
• be available by pager to MCS staff, Health Services Coordinator and each other
• have ventilator knowledge
• have pediatric experience
• be certified in First Aid, CPR and AED
• possess skills and knowledge of, but not limited to, the following: Tracheotomy care; J-Tube
care; Nebulizer treatments; Care Plans; G-Tube feedings; Baclofen Pumps; Dressing changes;
Assessments; Suctioning; Catheterization; Diabetic monitoring; Insulin Pumps; and Medication
Administration via mouth, G-Tube, Rectum and Injection
• PROVIDER agrees to accept assignments to schools made by MCS. These assignments may be
made on an as needed basis, to include diabetes case management, charter and innovative
• PROVIDER agrees to be an active participant on the Coordinated School Health Coordinating
• PROVIDER will perform Services under the direction of Exceptional Children and Health
• MCS will make available to the PROVIDER adequate space and in-service trainings.
• PROVIDER will abide by all rules, regulations and policies set forth by MCS as are applicable
to his/her duties and responsibilities.
• PROVIDER will obey and implement all rules and regulations concerning patient
confidentiality in the same manner and to the same degree as required of the employees of MCS.
• PROVIDER will submit time sheets to MCS monthly documenting amount of hours worked
for every PROVDIER Employee.
• The PROVIDER will notify School Health Services of all vacant positions and provide
appropriate replacements immediately or payment for Services will be adjusted to reflect vacant
Registered Nurses ("RN") must have reliable transportation and be flexible for assignment
changes within the assigned regions and will coordinate all educational activities and in-services
with School Health Services.
• All RN's must be available during school hours and 30 minutes after the school day ends.
• RN's will contact the nurse supervisor for all work occurrences i.e. sickness, absences, and all
injuries occurring on MCS properties.
• The Nursing Supervisor will contact School Health Services when RN's are absent from work.
• MCS reserves the right to interview the personnel the PROVIDER assigns to work at the
designated schools. MCS shall have the right at any time, to request removal of any individual
employed by the PROVIDER whom MCS deems to be unsatisfactory for any reason. Upon
such request, the PROVIDER shall use all reasonable efforts to promptly replace such
employees with substitute employee(s) having appropriate skills and training.
• PROVIDER must submit invoices on a monthly request for approval and processing.
Invoices must be complete with descriptive expenditures in accordance to the budget line item
• Invoices should be sent to: Memphis City Schools
Exceptional Children and Health Services
Attention: Patricia Bafford
2930 Airways Blvd.
Memphis, TN 38116
The following paragraphs are set forth as guidelines for Registered Nurses for the Memphis City
The PROVIDER agrees to provide 37 Registered Nurses as School Nurses to provide any
or all of the following Services:
Be available by pager to assigned schools, regional superintendent, and other
appropriate MCS staff during school hours;
II. Establish practices of common communication (written and oral) with school staff;
III. Be available for team meetings, health related staff in-services, and assist MCS
contact staff with School Health Index Assessment.
Medication Administration, Procedures, Student Privacy, and Health Plans
Plan and implement treatment based on physicians' orders;
Review medication order; check appropriateness of doses, provide staff awareness
and compliance of administration;
III. Monitor student Medication Administration Records ("MARs") weekly, document
and report medication errors to School Health Services;
IV. Maintain all student records in appropriate locked location that provides privacy
for student information;
Consult with student's physician when necessary for follow up orders and changes;
VI. Develop and follow Individual Health Plans ("IHP") in collaboration with medical
diagnosis and physician orders, update IHP to reflect changes in medications and
Emergency Management and Safety
Respond to emergencies and provide onsite care for student and staff injuries;
II. Monitor first aid, CPR compliance to maintain 3 trained MCS staff at each school;
III. Assist each school in the development and/or update of the emergency management
disaster plan at the beginning of the school year;
IV. Conduct safe and environment assessments of schools in collaboration with the
school safety committee, Office of Risk Management and SHS; and
Report environmental emergencies to Risk Management.
Chronic Disease/ Communicable Disease Reporting
I. Assist with reporting and the controlling of communicable diseases per MCS
IL Compile school lists of students with chronic illnesses annually and report to MCS
Division of Exceptional Children and Health Services.
Compile report of monthly activities for MCS School Health Services Coordinator;
II. Indicate staff in-services, follow-up referrals, health office visits, student and staff
emergencies, medication self administration etc.
Education and Training
Provide Automatic External Defibrillator ("AED"), First Aid, CPR, EPI pen,
medication self administration, food and allergy training to school staff;
II. Provide CPR/First Aid training for Health Occupations Students of America
("HOSA") organization; and
III. Work to integrate pediatric focused health education into the curricula.
Hearing and vision screenings according MCS guidelines;
II. Assist with EPSDT screening;
III. Maintain and monitor student compliance for Early Periodic Screening, Diagnosis
and Treatment ("EPSDT") screenings and health related absences; and
IV. Document follow up screening outcomes according to guidelines established by
Monitor staff activities for the documentation of medication self administration;
II. Provide appropriate documentation on every individual to whom care is provided-
send notification to parents when Services are provided; and
III. Document follow-up outcomes for emergency 911 calls and for students that are
referred to health clinics.
Conduct immunization audits and provide resource information and referrals for
students who are not in compliance with State guidelines;
II. Provide clinical referrals to students requiring follow-up care for injuries and disease
management, i.e. diabetes, asthma;
III. Provide student referrals for high school sports physicals; and
IV. Make referrals to Colonial Speech and Hearing Center
for students failing hearing
Staff and Student Wellness
I. Provide monthly activities to students that promote educational topics to prevent
disease, tobacco, alcohol, and drug use;
II. Provide monthly health education on disease prevention and health promotion to staff
(topics to include but not limited to hypertension, obesity, diabetes, and asthma;
III. Provide quarterly screenings for hypertension, obesity, diabetes to staff;
IV. Assist parents in getting appropriate medical care for their children by identifying
students without insurance;
V. Provide quarterly parent education classes to all Pre-K sites, to include:
a. Importance of immunizations and insurance;
b. Healthy eating tips spearheaded by MCS Central Nutrition Center;
c. Importance of preventative health;
d. Home safety;
e. Communicable disease;
f. Community health fairs that coordinated with Coordinated School Health
("CSH") external partners.
VI. Make home visits and provide follow-up care to children/families with absences caused
by chronic illness and health related behaviors; and
VII. Implement pilot programs in conjunction with MCS Central Nutrition Center, CSH,
and Regional Health Clinics to address obesity, diabetes and asthma in children.
The PROVIDER agrees to provide 2 Registered Nurse as Clinical Leads to provide the following
Ensure the development of the Individual Health Care Plans and directly inform
the appropriate MCS staff;
Attend 504 meetings as needed;
Monitor school nurse performance for skill level;
Assure that the necessary tasks provided by the school nurses are carried out
safely, effectively and in a timely manner;
Serve as a resource person for the school nurses and school staff;
Provide monthly reports to Nursing Supervisor,
Provide home visits as needed;
Serve as a liaison for parents, physicians, and other related agencies participating
in the care of the students with chronic illnesses;
Evaluate and determine the need for nursing education and professional in-
Assist in the identification of health conditions that require additional medical
services during school hours;
Be available by pager to school nurses, nurse supervisor, and School Health
Facilitate communication and team interaction between school nurse and MCS
staff members to ensure comprehensive care.
The PROVIDER agrees to provide 1 Registered Nurse as a Nursing Supervisor to provide the
A. Report to School Health Services monthly, documented totals for all school nursing
activity, student and staff incidents, and medical procedures conducted in the schools;
B. Provide clinical direction and supervision for school nurses;
C. Attend 504 meetings as needed;
D. Monitor school nurse performance for effective practice and organization;
E. Serve as a resource person for MCS staff;
F. Be available by pager to school nurses and other MCS staff during school hours;
G. Make monthly site visits to ensure that assigned nursing tasks are carried out;
H. Monitor home visits for student appropriateness and nursing support;
I. Problem solve and provide conflict resolution strategies for nurses;
J. Facilitate and provide training to nurses related to pediatric health issues (diabetes,
asthma, scoliosis screening, etc) ; OSHA/Blood-borne pathogens, CPR and First Aid;
K. Collaborate with School Health Services to develop safe and appropriate practices for
L. Collaborate with School Health Services to develop programs that will address and
meet the needs of each school;
M. Collaborate with School Health Services to streamline caseload of each nurse (based
N. Communicate vacant positions and assignment changes to School Health Services;
O. Work with School Health Services to plan staff development workshops for school
nurses (competency check-offs CPR, injury prevention, etc.);
P. Coordinate with School Health Services to plan orientation for school nurses; and
Q. Develop and implement SMART objectives that will be used to guide program
direction in collaboration with MCS district goals.
The total maximum compensation is One Million Nine Hundred Forty-Five Thousand and
0/100 Dollars ($1,945,000), based on two components: (a) the required Services and designated
positions for which MCS agrees to pay an annual fee of One Million Nine Hundred Thousand
and 0/100 Dollars ($1,900,000.00; and (b) the optional services to scan all MCS students’
immunization certificates for compliance review by PROVIDER’s medical staff, for an
amount not to exceed Forty-five Thousand and 00/100 Dollar ($45,000.00). The provision of
the optional services is contingent upon MCS identifying a funding source. PROVIDER shall
not perform the optional services until such time that MCS identifies the funding and issues a
purchase order for such services.
Payment for the Services has been calculated on the assumption that all designated personnel
will work 185 days during the school year.
Compensation for additional classroom/school activities, health fairs/in-services or summer
employment must be established and approved by the Division of Exceptional Children and
Amendment # 4 Well Child Inc 7 19 2012
Amendment # 4 Well Child Inc. 7 10 2012
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