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R99-163RESOLUTION R9 9-/~;,~ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT FOR MEDICAL SERVICES BETWEEN THE CITY OF BOYNTON BEACH, FLORIDA AND MEDICAL INFUSION CENTER, INC., TO PROVIDE ALL PRE- EMPLOYMENT AND ANNUAL PHYSICAL EXAMS FOR THE CITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, City staff has been able to successfully negotiate an IAgreement with Medical Infusion Center, Inc., (Premier Walk-In Clinic) that provides for continuity of service to the City by providing all pre- employment and annual physical exams; and WHEREAS, this Agreement will also provide a standardized physical exam program for both police and fire employees which meet the current standards for public safety employees; 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, Florida does hereby authorize and direct the Mayor and City Clerk to execute the Contract for Medical Services between the City of Boynton Beach and Medical Infusion Center, Inc., a copy of said Agreement being attached hereto as Exhibit "A". Section 2.. This Resolution will become effective immediately upon passage. PASSED AND ADOPTED this ~=,~/day of December, 1999. IAT~TEST: ]Cit~' Clerk I ~,- _.~\'~' p,~ I~iJ0~*- f1~_.. THIS AGREEMENT, dated this day of 1999, by and between: THE CITY OF BOYNTON BEACH, a municipal corporation organized and operating under the laws of the State of Florida, with an address of 100 East Boynton Beach Boulevard, Boynton Beach, Florida 33425, hereinafter referred to as "CITY", and MEDICAL INFUSION CENTER, INC., a corporation authorized to do business in the State of Florida, with an address of 1919 South Federal Highway, Boynton Beach, Florida, 33435, hereinafter referred to as "CONTRACTOR". CITY and CONTRACTOR may be collectively referred to as the "Parties." WHEREAS, CITY has a need for certain medical services to be provided to its employees either as a requirement of their employment and duties or in furtherance of preventative care; and WHEREAS, the City Commission deems it to be in the best interests of the health, safety an~t welfare of its employees, citizens and residents to enter into an agreement with Medical Infusion Center, Inc. to perform the desired medical services; and WHEREAS, CONTRACTOR has agreed to provide such medical services to the CITY and its employees; NOW, THEREFORE, for and in consideration of the sum of the mutual covenants and other good and valuable consideration, the receipt of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. The recitations set forth in the above "WHEREAS" clauses are tree and co~ect and incorporated herein by this reference. Any exhibits attached hereto are hereby incorporated herein and made a specific part of this Agreement. SECTION 2. CONTRACTOR'S RESPONSIBILITIES. The CONTRACTOR shall carry out the following responsibilities and such additional responsibilities as CITY may deem necessary for the fulfillment of CONTRACTOR's obligations under this Agreement: 2.1 CONTRACTOR shall perform the following medical services: 2.1.1 pre-employment physical examinations; 2.1.2 annual examinations for police and fire employees; 2.1.3 employee drug screening; Page 1 of 10 JFI~:¢f112-3-99112-6-99 \\CFlhMAIN~HRDATA\CA~kGMTSq~remier Medical Clinic Agr.doe 2.1.4 employee immunization as required by the CITY; and 2.1.5 specialized medical testing, as requested by CITY, including, but not limited to, heavy metal screening, serum cholinesterase, contagious disease profiles, cardiac stress testing and chest x-rays. 2.1.6 Be available to schedule and provide regular clinical services for CITY's employees at the employee's request. The cost of such services shall be borne by the employee. 2.2 CONTRACTOR shall conduct medical examinations which meet or exceed NFPA [please define] standards and guidelines and further in accordance with any and all required regulations necessary to maintain or achieve acceptance or accreditation by any apphcable regulatory authority for such employee. 2.3 CONTRACTOR shall provide sufficient room for the storage, maintenance and use of certain medical equipment, more specifically identified in Exhibit "A', to be provided by CITY in the testing of its police and fire employees. CONTRACTOR hereby certifies that such equipment shall be used solely in conjunction with the testing and examination of CITY employees. CONTRACTOR shall further be responsible for the regular maintenance of such equipment, upon prior notice and approval by the CITY, the cost of which shall be borne by the CITY. Upon termination of this Agreement, or any subsequent renewals thereof, CONTRACTOR shall return all equipment supplied by CITY to the CITY immediately upon termination. The equipment shall be in the same condition as it existed upon the initial transfer to CONTRACTOR, except for normal wear and tear and authorized repair and maintenance. 2.4 CONTRACTOR shall coordinate any and all laboratory testing necessary in conjunction with any and all examinations and testing performed by CONTRACTOR under this Agreement. 2.5 CONTRACTOR shall provide any and all necessary consultation or case review of examination results at the request of CITY or an employee/patient. Further, upon the employee/patient's request, CONTRACTOR shall forward a written review of the examination results to the employee/patient or his or her primary physician. 2.6 CONTRACTOR shall make flu shots available to any CITY employee who wishes to receive it at the employee's cost. 2.7 A primary review by CONTRACTOR of all physical examination results shall include, but is not limited to: 2.7.1 physical examination; 2.7.2 twelve (12) lead EKG; 2.7.3 pulmonary function testing; Page 2 of 10 JFK:cfl 12-3-99 112-6-99 \\CHkMAINkSHRDATA\CAkAGMTSkPremier Medical Clinic Agr.doc 2.7.4 audio metric testing; 2.7.5 visual acuity; and 2.7.6 all laboratory findings to include contagious disease profiles and drug screening. 2.8 CONTRACTOR shall perform a secondary review and all cases achieving abnormal results, deviations fi:om baseline results as determined by comparison with previous examinations, and positive contagious disease profiles. CONTRACTOR shall further perform follow up monitoring upon initial exposure of an employee to air or blood borne pathogens. 2.9 CONSULTANT shall maintain any and all medical records and any other records created under this Agreement in accordance with the Public Records Laws as set forth in Chapter 119, Florida Statutes, as amended fi:om time to time. SECTION 3. CITY'S RESPONSIBILITES. The CITY shall carry out the following responsibilities and such other duties as may be necessary to fulfill its obligations under this Agreement: 3.1 CITY shall provide CONSULTANT with the name, the desired testing to be conducted and any other necessary information for each employee or new hire sent to CONSULTANT for testing or physical examination. 3.2 CITY shall designate a coordinator who shall facilitate the coordination of examination of the designated employee(s), the requested testing to be conducted and the CITY's receipt of the testing and examination results. 3.3 CITY shall provide CONSULTANT with the medical equipment specified in Exhibit "A" to be utilized solely in the performance of medical examination and testing of CITY employees. SECTION 4. TERM. This Agreement shall commence on the date of execution of this Agreement by the last party to execute this Agreement and mn until September 31, 2000. This Agreement may be renewed upon the mutual consent of the parties for additional one (1) year terms. SECTION 5. The CONTRACTOR hereby certifies that only Florida licensed physicians and medical personnel shall perform any and all medical procedures required pursuant to this Agreement. CONTRACTOR shall supervise and accept responsibility for the medical performance of such personnel. SECTION6. The CITY hereby agrees to pay CONTRACTOR for the faithful performance of the services required under this Agreement, in lawful money of the United States, in accordance with the billing schedule provided in Exhibit "B", attached hereto. CONTRACTOR Page 3 of 10 12-3-99112-6-99 \\CI-lhMA1NkSHRDATA\CA'~AGMTS'd~,mier Medical Clinic Agr.doc shall provide CITY with a monthly invoice for payment and a monthly statement of services rendered hereunder. CITY shall pay CONTRACTOR within fifteen (15) calendar days' of CITY's receipt of both CONTRACTOR's invoice and monthly statement. SECTION 7. INSURANCE. 7.1 The CONTRACTOR shall not commence work under this contract until it has obtained all insurance required under this paragraph and such insurance has been approved by the Risk Manager of the CITY nor Shall the CONTRACTOR allow any Subcontractor to commence work on any sub-contract until all similar such insurance required of the subcontractor has been obtained and approved. 7.2 Certificates of insurance, reflecting evidence of the required insurance, shall be filed with the Risk Manager prior to the commencement of the work. These Certificates shall contain a provision that coverages afforded under these policies will not be canceled until at least thirty (30) days' prior written notice has been given to the CITY. Policies shall be issued by companies authorized to do business under the laws of the State of Florida. 7.3 Financial Ratings must be no less than "A" in the latest edition of"Bests Key Rating Guide", published by A.M. Best Guide. 7.4 Insurance shall be in force until all work required to be performed under the terms of the Contract is satisfactorily completed as evidenced by the formal acceptance by the CITY. In the event the insurance certificate provided indicates that the insurance shall terminate and lapse during the period of this contract, then in that event, the CONTRACTOR shall furnish, at least thirty (30) days prior to the expiration of the date of such insurance, a renewed certificate of insurance as proof that equal and like coverage for the balance of the period of the contract and extension thereunder is in effect. The CONTRACTOR shall not continue to work pursuant to this contract unless all required insurance remains in full force and effect. 7.5 Comprehensive General Liability insurance to cover liability bodily injury and property damage. Exposures to be covered are: premises, operations, products/completed operations, and certain contracts. Coverage must be written on an occurrence basis, with the following limits of liability: Bodily Injury 1. Each Occurrence $1,000,000 2. Annual Aggregate 1,000,000 Bo Property Damage 1. Each Occurrence 1,000,000 2. Annual Aggregate 1,000,000 Page 4 of 10 JFK:cfl 12-3-99 1 12-6-99 \\CHXMAIN~HRDATA\CAL~GMTSLPremier Medical Clinic Agr. doc C. Personal Injury Annual Aggregate 1,000,000 Do Property Damage Liability Insurance shall include Coverage for the following hazards: X - explosion, C - Collapse, U - underground. 7.6 Workers Compensation insurance shall be maintained during the life of this Agreement to comply with the statutory limits for all employees. In the case any work is sublet, the CONTRACTOR shall require the Subcontractors similarly to provide Workers Compensation Insurance for all the latter's employees, unless such employees are covered by the protection afforded by the CONTRACTOR. The CONTRACTOR and his subcontractors shall maintain during the life of this policy Employers Liability Insurance. The following limits must be maintained: A. Workers Compensation Statutory B. Employer's Liability $500,000 per occurrence 7.7 CONTRACTOR shall comply with the financial responsibility requirements of Chapter 458, Florida Statutes, as amended from time to time, and provide certification of such compliance to CITY. 7.8 CONTRACTOR shall hold the CITY, its agents, and employees, harmless on account of claims for damages to persons, property, or premises arising out of the operations to complete this Agreement and name the CITY as an additional insured under their policy. 7.9 The CITY reserves the right to require any other insurance coverage it deems necessary depending upon the exposures. SECTION 8. INDEMNIFICATION. 8.1 CONTRACTOR shall indemnify and save harmless and defend the CITY, its trustees, elected and appointed officials, agents, servants and employees from and against any and all actions, claims, suits, causes of action, proceedings, penalties, liabilities and judgments for damages, or equitable relief of any nature whatsoever, arising out of or in connection with any processes, or procedures, acts or omissions, errors, or negligent act of CONTRACTOR, its aggnts, servants or employees in the performance of services under this Agreement, excluding bona fide statements/expressions of opinion, set forth as such, for all costs, losses and expenses, including but not limited to, damages to persons or property, judgments and attomeys' fees arising out of or in connection with the services performed by the CONTRACTOR pursuant to this Agreement. 8.2 CONTRACTOR shall indemnify CITY for all loss, damage, expense or liability including, without limitation, court costs and attorneys' fees and costs that may result by reason of any infringement or claim of infringement of any patent, trademark, copyright, trade secret or Page 5 of 10 JF~:cf112-3-99 12-6-99 \\CHhMAINVtSHRDATA\CA~AGMTS'd:~remier Medical Clinic Agr. doe other proprietary right relating to services furnished pursuant to this Agreement. CONTRACTOR will defend and/or settle at its own expense any action brought against the CITY to the extent that it is based on a claim that products or services furnished to CITY by CONTRACTOR pursuant to this Agreement, or if any portion of the services or goods related to the performance of the service becomes unusable as a result of any such infi'ingement or claim. 8.3 The parties recognize that various provisions of this Agreement, including but not necessarily limited to this Section, provide for indemnification by the CONTRACTOR and that §725.06, Florida Statutes, requires a specific consideration be given therefor. The parties therefore agree that the sum ofTen Dollars and 00/100 Cents ($10.00), receipt of which is hereby acknowledged, is the specific consideration for such indemnities. The providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by CONTRACTOR. Furthermore, the parties understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and shall continue thereafter in full force and effect as to the party's responsibility to indemnify. SECTION 9. INDEPENDENT CONTRACTOR. 9.1 This Agreement does not create an employee/employer relationship between the parties. It is the intent of the parties that the CONTRACTOR is an independent contractor under this Agreement and neither is the employee of the other for all purposes, including, but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Workers Compensation Act, and the State unemployment insurance law. The Parties shall each retain sole and absolute discretion in the judgment of the manner and means of carrying out the their activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of each individual party. Services provided by each party pursuant to this Agreement shall be subject to the supervision of such party. In providing such services, neither party nor its agents shall act as officers, employees, or agents of the other party. The Parties agree that they are separate and independent enterprises, and that this Agreement shall not be construed as creating any joint employment relationship between the Parties and neither party will be liable for any obligation incurred by the other party, including, but not limited to, unpaid minimum wages and/or overtime premiums. SECTION 10. THIRD PARTY BENEFICIARIES. 10.1 Neither party intends to directly or substantially benefit any third party by this Agreement. Therefore, the Parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either party based upon this Agreement. The Parties expressly acknowledge that it is not their intent to create any rights or obligations in any third persons or entity under this Agreement. Page 6 of 10 JFK:cf[ 12-3-99 112-6-99 \\CI-IhMA1NkSHRDATA\CA\AGMTSWremier Medical Clinic Agr.doc SECTION 11. MISCELLANEOUS. 11.1 Legal Representation. It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and, accordingly, the role that a contract shall be interpreted strictly against the party preparing same shall not apply due to the joint contribution of both parties. 11.2 Assi_mn'nents. This Agreement, or any interest herein, shall not be assigned, transferred or otherWise encumbered, under any circumstances, by the Parties without the prior written consent of the other party. 11.3 Amendments. Any modification or amendment to this Agreement must be formalized in writing and executed with the same dignity and formality herewith. 11.4 Records. The Parties shall keep, maintain and preserve books and records and require any and all subcontractors to keep books and records as may be necessary in order to record complete and correct entries as is related to personnel hours charged to this engagement, any expenses for which the Parties expect to be reimbursed, or any other record~ that are related to this Agreement. Such books, accounts and records will be available at all reasonable times for examination and audit by the other party and shall be kept for the required retention period of the Florida Public Records Act (Chapter 119, Florida Statutes) or as may otherwise be required by law. Incomplete or incorrect entries in such books and records will be grounds for disallowance by the other party of any fees or expenses based upon such entries. 11.5 Public Records. Pursuant to Chapter 119, Florida Statutes, Florida's Public Records laws, the Parties shall maintain and make available for inspection any and all business records generated pursuant to this Agreement as required by law. 11.6 No Contingent Fees. The Parties warrant that they have not employed or retained any company or person, other than a bona fide employee working solely for such party, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Parties, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the CITY shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration. 11.7 Notice. Whenever any party desires to give notice unto any other party, it must be given by written notice, sent by certified United States mail, with remm receipt requested, by facsimile transmission with certification of transmission to the receiving party, or hand delivery ad~e_ssed to the party for whom it is intended and the remaining party, at the places last specified, and the places for giving of notice shall remain such until they shall have been changed by written notice in compliance with the provisions of this Agreement. For the present, the Parties and the CITY designate the following as the respective places for giving of notice: Page 7 of 10 JFK:cf 12-3-99 1 12-6-99 \\CI-BMAINXSHRDATA\CA~AGMTSLPremier Medical Clinic Agr.doc CITY: City Manager City of Boynton Beach 100 Boynton Beach Boulevard Boynton Beach, Florida 33425 Telephone No. (561) 742-6010 Facsimile No. (561) 742-6011 Copy To: James A. Cherof, City Attorney Josias, Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Boulevard, Suite 200 Fort Lauderdale, Florida 33308 Telephone No. (954) 771-4500 Facsimile No. (954) 771-4923 CONTRACTOR: Peter Carafano, President Medical Infusion Center, Inc. 1919 South Federal Highway Boynton Beach, Florida 33435 Telephone No. (561) 369-8442 Facsimile No. (561) 369-8841 11.8 Binding Authority_. Each person signing this Agreement on behalf of either party individually wan'ants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 11.9 insured. CITY Self-Insured. The Parties hereto understand and agree that the CITY is self- 11.10 Exhibits. Each Exhibit referred to in this Agreement forms an essential part of this Agreement. The exhibits if not physically attached should be treated as part of this Agreement and are incorporated herein by reference. 11.11 Headings. Headings herein are for convenience of reference only and shall not be considered on any interpretation of this Agreement. 11.12 Severability. If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. Page 8 of 10 JFK:cf 12-3-99 [ 12-6-99 \\cI-ruMAINkSHRDATA\CAkAGMTSkPremier Medical Clinic Agr.doc 11.13 Governing Law. This Agreement shall be govemed by the laws of the State of Florida with venue lying in Palm Beach County, Florida. 11.14 Disputes. Any claim, objection, or dispute arising out of the terms of this Agreement shall be litigated in the Seventeenth Judicial Circuit Court in and for Palm Beach County. 11.15 Joint Defense. In the event that the validity of this Agreement is challenged through legal proceedings or otherwise, the Parties agree to cooperate with each other in defense of this Agreement, with each Party to bear its own attorney's fees and costs associated with such defense. 11.16 Attomey's Fees. In the event that either party brings suit for enforcement of this Agreement, the prevailing party shall be entitled to attorney's fees and costs, including paralegal fees, in addition to any other remedy afforded by law. 11.17 Extent of A_m'eement. This Agreement together with the attached Exhibits, as amended herein above represents the entire and integrated agreement between the Parties and supersedes all prior negotiations, representations or agreements, either written or oral. 11.18 Multiple Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. ob th~ pn CO~ th~ lax 11.19 Materiali.ty and Waiver. The Parties agree that each requirement, duty and [igation set forth herein is substantial and important to the formation of this Agreement and, :refore, is a material term hereof. Failure of either party to insist upon strict performance of any ~vision or condition of this Agreement, or to execute any right therein contained, shall not be ~stmed as a waiver or relinquishment for the future of any such provision, condition, or right, but same shall remain in full force and effect. 11.20 Compliance with Laws. The Parties shall comply with all federal, state, and local ?s, codes, ordinances, rules and regulations in performing its duties, responsibilities and [igations pursuant to this Agreement. 11.21 Equal Emplo_vment Op_ p0rtmfity. In the performance of this Agreement, the Parties sh~ll not discriminate against any firm, employee or applicant for employment or any other ,fir~/. individual in providing services because of sex,age, race, color, religion, ancestry or national origin. Page 9 of 10 JFI~:cf 12-3-99112-6-99 \\CI~MAIN~SHRDATA\CA~AGMTS~Premier Medical Clinic Agr.doc IN WITNESS WHEREOF, the parties have hereunto set its authorized hand this day of ., 1999. CITY: ATTEST: SUE K WITNESSES: CITY OF BOYNTON BEACH CONTRACTOR: PETF~)/i2ARAFANO, PRESIDENT ~EmC~ ~NFUSION CE~ER, INc. STATE OF FLORIDA ) ) SS: COUNTY OF PALM BEACH) ON THIS //)Jrj3 day of ~.'~O~U~I2[-[ 2oOC> , q-99~, before me, ?he undersigned notary public, personally appeared PETER CAR~INO, as PRESIDENT of MEDICAL INFUSION CENTER, INC. and is the person who subscribed to the foregoing instrmnent and who acknowledged that he executed the same was duly authorized to do so. Personally Known Fz~ OR Produced Identification Type of Identification Produced IN WITNESS WHEREOF, I hereunto set my ha Pti ~d and official sea/{. ]'vARY PUBLIC ~'~ ~- /., ~t or Type Name Page 10 of 10 JFK:cf112-3-99 t 12-6-99 \\CHIMAINISHRDATA\CAIAGMTS/Premier Medical Clinic Agr.doc EXHIRIT "A" Vision testing equipment Pulmonary function testing equipment Audiometric testing equipment (hearing) Electrocardiogram machine Examination table EXHIBIT "B" FEE SCHEDULE Fees to be paid by CITY to CONTRACTOR under this Agreement shall be in accordance with the following schedule. Ao Physician and Includes: 1. 2. 3. 4. 5. Clinical Service Fee: $3,125.00 per month All initial and secondary physical examinations for New Hire Employees and Annual examinations for Police and Fire employees. Administrative management of all requir.~,d documentation for examination and drag screen processing. Twenty-four (24) hour on-call service availability for employee drag screening. Twenty-four (24) hour on-call service availability for emergency access to medical records. Processing of all specialized testing results. Immunization Includes: 1. 2. 3. 4. and SUpplies Fee: $300.00 per month All fees for tuberculosis screening for all annual examination employees and new-hire employees. Hepatitis B immunizations for all employees for which the CITY requires. Flu immunization for all CITY employees. Disposable supplies for Pulmonary Function testing and EKG testing as required for CITY employees. Specialized and Miscellaneous Testing Fee: Includes: 1. $1,250.00 per month All laboratory fees for specialized medical testing, as requested by CITY, including, but not limited to, heavy metal screening, serum cholinesterase, contagious disease profiles, cardiac stress testing and chest x-rays. Laboratory and Drag Screening Fee: Includes: 1. $1,575.00 per month All laboratory testing for annual physical examinations on required employees and other employees as requested by CITY. Drug screening for new-hire employees and all random drag screening as requested by CITY.