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R96-145RESOLUTION NO. R96-/~/,¢' A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AN DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND R. GEORGE FARHAT, MD, MPH, PROVIDING FOR OCCUPATIONAL MEDICINE CONSULTING; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission upon recommendation of staff, deems it to be in the best interests of the employees and residents of the City of Boynton Beach to enter into an Agreement with R. George Farhat, MD., MPH, to provide occupational medical consulting, NOW, THEREFORE, BE IT RESOLVED BY THE CiTY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT: Section 1. The City Commission of the City of Boynton Beach does hereby authorize and direct the Mayor and City Clerk to execute an Agreement between the City of Boynton Beach and R. George Farhat: MD, MPH) to provide occupational medical consulting. Section 2. This Resolution shall become effective immediately upon passage. PASSED AND ADOPTED this ~ day of ~:~/~-~'~ 1996. CITY OF BOYNTON BEACH, FLORIDA M~yor ATTEST: Cit~Clerk Commissioner Commissioner Comm~sioner Farhat/IAQIAgr 9/26/96 This Independent Contractor Agreement C Agreement") is made and effective this day of , 1996, by and between 1~ GEORGE FARHAT, MD, MPH ("Consultant") and the CITY OF BOYNTON BEACH, FLORIDA, a Florida Municipal Corporation, ("Company"). Now, therefore, Consultant and Company agree as follows: 1, Engagement. COmpany hereby engages Consultant, and Consultant accepts engagement, to provide to Company the following services: Occupat!onal Medicine Consulting. 2. Term. Consultant shall provide services to Company pursuant to this Agreement for a term commencing, on and ending on 3. Place of Work. Consultant shall render services ~ at Consultant's offices, but will, upon request, provide the services at Company offices or such other places as reasonably requested by Company as appropriate for the perform~ce of particular services (e.g. provided by the City of Boynton Beach). 4. Times. Consultant's a~,~y schedule and hours worked under this Agreement ona ~iven day shall generally be subject to Consultant's discretion, provided that Consultant and Company anticipate that Consultant shall work an average prearranged hours per week in the performance of services pursuant to this Agreement. Company relies upon Consultant to devote' sufficient time as is reasonably necessary to meet obligations under figs contract. Both parties will attempt to complete the project in a reasonable amount of time in cooperation with the engineering control consultants. 5. Payment. Company shall pay Consultant as noted in Addendum "A" as approved by Wilfred Hawkins, Assistant to the City Manager, and the City of Boynton Beach for services performed pursuant to this Agreement. Payment shall be rv,de monthly and upon completion of the project. Company shall bear an of Consultant's mutually agreed upon and predetermined expenses incurred in the performance of this Agreement, including those reasonable expenses for travel, food and lodging. 6. Confidentiality. During the term of this Agreement, and thereai~er Five (5) years, Consultant shall not, without the prior written consent of Company, disclose to anyone any Confidential Information. "Confidential Information" for the purpOses of this Agreement, shah include Company's proprietary and confidential information such as, but not limited to, medical files, customer lists, business plans, marketing plans, financial information, software, source codes and object codes. Confidential Information shall not include any information that: A. is disclosed by Company without restrictions; B. becomes publicly available through no act of Consultant; C. is rightfully received by Consultant from a third party. 7. Termination ..... A. This Agreement may be terminated by Company for the following reasons: i. If Consultant is unable to provide the consulting services by reason of temporary or permanent illness, disability, incapacity or death. B. Consultant may terminate this Agreement for the following reasons: ~. Breach which breach or default is ii. of petition or petition 8. Independent Contrac{or. Consultant is and throughout this Agreement shall be an independent contractor and not an employee, partner or agent of Company. Consultant shall not be entitled to, norshall Consultant receive any, benefit normally provided to Company's employees such as, but not limited to, vacation payment, retirement, health care or sick pay. Company shall not be responsible for withholdin~ income or other taxes from the payments made to Consultant. Consultant shall be solely responm'de for filing all returns and paying any income, ~ social security or other tax levied.up0n or determined with respect to the payments: made to Consultant pursuant to this Agreement. 9. Tools and Supplies. Unless othen~se agreed to by Company and Consultant in advance, Consultant shall be solely responsl'ol~e for procuring, paying for and maintaining any personnel, com?uter equipment, so~ paper, tools supplies necessary or appropriate forthe performance ofConsultanfs se~ces hereunder. Company ~ supply administrative assistance as needed for the completion ofthe project. - 10. Controlling Law. This Agreement shall be governed by and construed in accora-*nce with the laws of the State of Florida. Venue shall be in Palm Beach County, Florida. 11. Headings. The Headings in this Agreement are inserted for convenienco only and shall not be used to define, limit or describe the scope of this Alp~ent or any of the oblll~ations herei~ 12. Insurance. Consultant must have professional liability coverage in the mount of One l~llion Dollars and medical malpractice insurance in the amount of $500,000.00. Consultant must provide proof of insurance to the Company prior to the execution of this Agreement: Consultant shsil hold the City, its officers, employees and ~ harmless and free fi'om any liability and/or lei/al aations or claims arising out of services .provided in accordance with this Agreement. 13. Final Agreement. This Agreement constitutes the final understanding and atpeement between the parties with respect to subject matter hereof and supersedes ali prior negotiations, undemandin~s and agreements between parties, whether written or oral. This Asreement may be mended, supplemented or changed only by~ 2 ~ ~..~r~ent in writing si~ned by both of the parties. 14. Notices. Any notice required to be ~iven or otherwise ~ven pursuant to this A~reement shall be in:writing and shall be held delivered, mailed by certified mail, return receipt requested or sent by recognized overnight courier service as follows: If to Consultant: 1~ George Farhat, MD, MPH 3402 Kilmer Ddve Plant City, FL 33567 If to Company: City Mana~e~, City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425 15. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. Company shall be responsible for any legal costs incurred as a result of breach by the Company. IN WITNESS WttEREOF, this Asl~ement has been executed by the parties as of the date firs above written. Wimess GEORGE FARHAT, MD, MPH Witness Witness as to City CITY OF BOYNTON BEACH, FLORIDA Witness u to City ATTEST: City Clerk Mayor Approved as to Form: City Attorney ADDEND~JK u&u Boymon Brad1, FL 3342~ $1SO, O0/,iear Complete Occupational lieai~ Ph~cai ~a~almdim l~'uuction Testba (with intl~Mtl~afl~) ~BVJeW Of records 'Lab Testin~ Follow up fnm'mw with employees SI50.O0//mur Oiler r~tt. if needed Mit be ~&mlty dmmia~ meA , , afdn ~.