Loading...
1515 Care Here, LLCp i -n %� N PURCHASING DEPARTMENT TRANSMITTAL MEMORANDUM To: Mayor /City Clerk RE Care Here, LLC With Joiner by Crowne Consulting Group Inc Contract The item(s) noted below is /are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Final Plat (original mylars) ❑ Letter of Credit ❑ Maintenance Bond ❑ Ordinance ❑ Performance Bond ❑ Resolution Once completed, please: ® Return originals to Purchasing ❑ Return copies Special Instructions: Please execute contract Marisol Ordonez Rim Fr ® Mayor's signature ❑ Reco ndenn Safe keeping (Vault ❑ uty ity anager ❑ Payment Bond ❑ City Manager Signature ® City Clerk Attest/Signature L q 12-d 5 v Date TADept_ forms \City Clerk Transmittal Memo - 2009.doc ��ttv�nr,il DOCUMENT APPROVAL Contract Agreement Name: Care Here, LLC With Joiner by Crowne Consulting Group Inc Contract Approval: �Pu sing Manager Finance birector S- "� -Zo /� Date Date Date CITY COMMISSION MEMORANDUM 1 2.06 i .0 APRIL 23, 20'12 AGENDA Ws__ xM x Item No. J To: Honorable Mayor and Members of the City Commission PREPARED BY: Fred Fosson, Director of Human Resources and Risk Management SUBMITTED BY: Norton N. Bonaparte Jr., City Manager SUBJECT: Wellness Center Medical Services Agreement SYNOPSIS: t 1:_1 Approval of a medical services agreement with Care Here, LLC and Crowne Consulting Group in regards to the City's Wellness Center (the Center) via a piggyback agreement with the St. Lucie County Board of County Commissioners (St. Lucie County) is proposed. FISCAL/STAFFING STATEMENT: The initial set -up cost to properly furnish the Center with proper equipment and furnishings, as well as medical supplies, including some pharmaceutical medications, plus any minor modifications to the Center itself is estimated at $30,000; the City would then incur monthly costs initially estimated at an average of $30,000 per month to include: the services of licensed medical personnel; replenishing supplies and medications; utility costs; quarterly property association fees; maintenance, and a fee to the vendor per employee for administration of the City's Wellness Center. The estimated first year cost is $390,000. By use of the Wellness Center concept the City is estimated to more than offset the aforementioned costs by reduction in traditional health insurance costs; the savings in traditional health insurance costs after Wellness Center expenses is estimated to be $559,000 over the next three years. BACKGROUND: The Center will work in coordination with the City's Health Insurance program. The Center will provide members of the City's Health Insurance program primary care medical services at little or no cost, and is projected to save the City $559,000 in traditional health insurance costs over the next three years. The Center would initially open for 16 -20 hours per week, but may later be open for additional hours if there is an increased demand for the Center's services. The Center may also be used for employee work related services such as pre - employment physicals, annual flu shots, some workers compensation treatments, as well as other work related medical services. City employees will not be required to use the Center for personal medical services, only required to use it for work related services. And, the Center will support the City's Wellness Program. The City proposes the use of a piggyback agreement in order to potentially network with other public agencies in Central Florida that use the same provider; some of those agencies include Oviedo, Ocoee, Ocala, Titusville and Deland. This networking would allow City employees to use the facilities in these other cities. The City recently purchased a site to be used as the Wellness Center. The location is proximate to the Central Florida Regional Hospital at 1403 Medical Plaza Drive, Suite 205. The property is a medical condominium unit which is 1,750 square feet in size. The property is a former medical facility and was purchased for $95,000, plus usual and customary closing costs. Page 1 of 2 Ordonez, Marisol From: Ray Tomlinson [rtomlinson @crowneinc.com] Sent: Monday, May 07, 2012 4:25 PM To: Fosson, Fred Cc: Lonnie Groot; Ordonez, Marisol Subject: RE: StLucieCountyPiggybackCareHere- 5 -3 -12 CORRECT Fred, as I mentioned to Lonnie, the language is significantly different than anything CareHere has done before. Lonnie feels that the agreement is primarily based upon the CareHere agreement with St. Lucie County with this piggy -back language being necessary. Based upon the two changes Lonnie made and his assurance that this will facilitate our working relationship (between the City of Sanford and CareHere / Crowne), we will move forward. Lonnie does have the signature pages, so I suspect all is ready to go. Would you, Marisol or Lonnie forward us a complete packet with signature pages by email? Thank you and don't forget to send us the address of the health center, along with some date /times for our first implementation meeting. Kindly, Ray Ray Tomlinson Crowne Consulting Group, Inc CareHere Crowne LLC 2710 Rew Circle, Suite 200 Ocoee, FL 34761 0: 321 - 221 -0665 F: 407 - 654 -9614 M: 321 - 228 -4575 rtomlinson @crowneinc.com From: Fosson, Fred [ mailto :FRED.FOSSON @Sanfordfl.gov] Sent: Monday, May 07, 2012 12:24 PM To: Ray Tomlinson; Ordonez, Marisol Cc: Lonnie Groot; Fosson, Fred Subject: FW: StLucieCountyPiggybackCareHere- 5 -3 -12 CORRECT Ray Follows our discussion of a few minutes ago. I spoke to Lonnie late last afternoon, early evening last Thursday. He advised that he made changes to the piggyback after discussions you and he had last week. Pursuant to those discussions, attached is a modified agreement. Lonnie advised me to let you know that since we already have a signature page executed by Care Here and Crowne Consulting that the City would be attaching pages 1 -9 of the attached Corrected Piggy Back Agreement to those executed signature pages. We will then forward for signatures on our end. If any questions, please let me know. 5/7/2012 Page 2 of 2 Thanks, Fred Fred W. Fosson Director of Human Resources and Risk Management Ph# 407 - 688 -5025 Fax# 407 - 688 -5131 Please note: City Hall business hours are 7:30 to 5:30 M -TH, with City Hall being closed each Friday. From: Lonnie Groot fmailto:lgroot@stenstrom.coml Sent: Thursday, May 03, 2012 3:39 PM To: Ray Tomlinson Cc: Fosson, Fred; Ordonez, Marisol Subject: StLucieCountyPiggybackCareHere- 5 -3 -12 CORRECT PLEASE NOTE: Florida has a very broad public records law. Any written communication to or from City officials regarding City business is a public record available to the public and media upon request. Your e -mail communications may be subject to public disclosures. 5/7/2012 City Of Sanford Agreement With Care Here, LLC With Joinder By Crowne Consulting Group, Inc. This Agreement made and entered into this today of 2012 by and between the: City of Sanford, Florida City Hall 300 North Park Avenue Sanford, Florida 32771 a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "City," and: Care Here LLC 5141 Virginia Way Suite 350 Brentwood, Tennessee 37027 a Tennessee limited liability company authorized to do business in the State of Florida, hereinafter referred to as the "Contractor" whose local address is set forth above. The City and the Contractor are collectively referred to herein as the "parties ". The parties recognize the role of Crowne Consulting Group, Inc. in the performance of this Agreement and, by joinder hereof, Crowne Consulting Group, Inc. recognizes and agrees to the terms of this Agreement. Witnesseth: Whereas, the Contractor has entered an agreement to provide services to St. Lucie County, Florida pursuant to an Agreement which Agreement continues to be in effect (hereinafter collectively the "St. Lucie County Agreement "); and Whereas, the City desires to retain the Contractor for the work identified in the specifications outlined in the Agreement and for the periods set forth in the St. Lucie County Agreement; and Whereas, the St. Lucie County Agreement is attached hereto as Exhibit "A" along with the certain other documents relating thereto to include, but are not limited to, the documents relating to procurement activities of St. Lucie County which are incorporated herein by this reference thereto; and Whereas, the City desires to employ the Contractor for the performance to support the activities, programs, and projects of the City upon the terms and conditions hereinafter set forth and in the St. Lucie County Agreement, and the Contractor is desirous of Page 1 performing and providing such services upon said terms and conditions; and Whereas, the Contractor hereby warrants and represents to the City that it is competent and otherwise able to provide professional and high quality services to the City; Now, Therefore, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: Section 1: Extent Of Agreement/lnteg ratio n /Amendment. (a). This Agreement, together with the exhibits, constitutes the entire integrated Agreement between the City and the Contractor and supersedes all prior written or oral understandings in connection therewith. This Agreement, and all the terms and provisions contained herein including, without limitation, the exhibits, constitute the full and complete agreement between the parties hereto and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements regardless of whether written or oral. (b). This Agreement may only be amended, supplemented, or modified by a formal written amendment. (c). Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. Section 2: No General City Obligation. (a). In no event shall any obligation of the City under this Agreement be or constitute a general obligation or indebtedness of the City, a pledge of the ad valorem taxing power of the City or a general obligation or indebtedness of the City within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. (b). The Contractor shall not have the right to compel the exercise of the ad valorem taxing power of the City. Section 3: General Provisions. (a). Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement and that it has the legal authority to enter into this Agreement, and to undertake all obligations imposed on it. The person(s) executing this Agreement for the Contractor certifies /certify that he /she /they is /are authorized to bind the Contractor fully to the terms of this Agreement. (b). This Agreement is for the services as described in this Agreement and the St. Lucie Page 2 County Agreement and are to be accomplished in accordance with the controlling provisions of law and as directed by the City to include all labor and materials that may be required. (c). The Contractor acknowledges that the City may retain other contractors to provide the same types of services for City projects except for outlined in Exhibit "A ". The City reserves the right to select which contractor shall provide services for City projects. (d). The Contractor acknowledges that the City has retained, or may retain, other contractors and the coordination between said contractors and the Contractor may be necessary from time -to -time for the successful completion of each Work Order. The Contractor agrees to provide such coordination as necessary. (e). The Contractor agrees to provide and ensure coordination between goods /services providers. (f). Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement to include, but not be limited to, each Work Order. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement and each Work Order. (g). The Contractor shall maintain an adequate and competent staff and professionally qualified persons throughout the performance of this Agreement to ensure acceptable and timely completion of each Work Order. (h). Requirements for signing and sealing plans, reports and documents prepared by the Contractor shall be governed by the laws and regulations of Seminole County, City of Sanford and State regulatory agencies. (i). No claim for services furnished by the Contractor not specifically provided for herein shall be honored by the City. Section 4: Commencement/implementation Schedule Of Agreement. (a). The Contractor shall commence the provision of services as described in this Agreement immediately upon execution of this Agreement and a Work Order thereunder. (b). The Contractor and the City agree to make every effort to adhere to the schedules established for the various Work Orders as described in each Work Order. However, if the Contractor is delayed at any time in the provision of services by any act or omission of the City, or of any employee of the City, or by any other contractor employed by the City, or by changes ordered by the City, or by strikes, lock outs, fire, unusual delay in transportation, unavoidable casualties, or any other causes of force majeure not resulting from the inactions or actions of the Contractor and beyond the Contractor's control which would not reasonably be expected to occur in connection with or during performance or provision of the services, or by delay authorized by the City pending a decision, or by any cause which Page 3 the City shall decide to justify the delay, the time of completion shall be extended for such reasonable time as the City may decide in its sole and absolute discretion. It is further expressly understood and agreed that the Contractor shall not be entitled to any damages or compensation, of any type or nature, or be reimbursed for any losses on account of any delay or delays resulting from any of the aforesaid causes or any other cause whatsoever. Section 5: Length Of Agreement. (a). The term of this Agreement is coextensive with the term of the St. Lucie County Agreement. (b). The Contractor's services shall begin upon written notification to proceed by the City as set forth in a Work Order. (c). The Contractor's services shall be on a Work Order basis and may include matters such as serving as an expert witness. Section 6: Description Of Services. (a). The Contractor agrees to provide the services as outlined and described in this Agreement all of which are to be provided to the City in accordance with the controlling provisions of law as more specifically outlined in Exhibit "A" and Work Orders issued hereunder. (b). The Contractor shall diligently and in a professional and timely manner perform and provide the services outlined herein or as included in each subsequently entered Work Order. Unless modified in writing by the parties hereto, the duties of the Contractor shall not be construed to exceed the provision of the services pertaining to this Agreement. (c). The City and the Contractor agree that there may be certain additional services required to be performed by the Contractor during the performance of the Work Orders that can not be defined sufficiently at the time of execution of this Agreement. Such services shall be authorized in writing as a Change Order. The Work Orders may contain addititonal instructions or provide specifications upon certain aspects of this Agreement pertinent to the work to be undertaken. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. Section 7: Notices. (a). Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. (b). For the present, the parties designate the following as the representative places for giving of notice, to -wit: Page 4 (1). For the City: City Manager City of Sanford City Hall 300 North Park Avenue Sanford, Florida 32771 (2). For the Contractor: Care Here LLC 5141 Virginia Way Suite 350 Brentwood, Tennessee 37027 (c). Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. The Contractor agrees not to claim any waiver by City of such notice requirements based upon City having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or any other grounds as a substitute for the failure of the Contractor to comply with the express written notice requirements herein. Computer notification (e -mails and message boards) shall not constitute proper written notice under the terms of the Agreement. Section 8: Work Orders. (a). The provision of services to be performed under this Agreement may commence immediately upon the execution of this Agreement or a Work Order as directed and determined by the City. Services to be provided by the Contractor to the City shall be negotiated between the Contractor and the City. Each Work Order shall reference this Agreement by title and date, include a detailed description of quantities, services, and a completion schedule, and will be provided on the Contractor's letterhead. Services described in said Work Order will commence upon the issuance of a City Notice -to- Proceed. (b). If the services required to be performed by a Work Order is clearly defined, the Work Order shall be issued on a "Fixed Fee" basis. The Contractor shall perform all services required by the Work Order but in no event shall the Contractor be paid more than the negotiated Fixed Fee amount stated therein. (c). The Contractor and the City agree to make every effort to adhere to the schedule established for the various Work Orders described in the Work Order. (d). If the services are not clearly defined, the Work Order may be issued on a "Time Basis Method" and contain a Not -to- Exceed amount. If a Not -to- Exceed amount is provided, the Contractor shall perform all work required by the Work Order; but in no event shall the Contractor be paid more than the Not -to- Exceed amount specified in the Page 5 applicable Work Order. (e). For Work Orders issued on a "Fixed Fee Basis," the Contractor may invoice the amount due based on the percentage of total Work Order services actually performed and completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. (f). For Work Orders issued on a "Time Basis Method" with a Not -to- Exceed amount, the Contractor may invoice the amount due for actual work hours performed; but in no event shall the invoice amount exceed a percentage of the Not -to- Exceed amount equal to a percentage of the total services actually completed. (g). Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not - to- Exceed amount shall be treated separately for retainage purposes. If the City determines that work is substantially complete and the amount retained, if any, is considered to be in excess, the City may, at its sole and absolute discretion, release the retainage or any portion thereof. (h). For Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount, the Contractor may invoice the amount due for services actually performed and completed. The City shall pay the Contractor one hundred percent (100 %) of the approved amount on Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount. Section 9: Change Orders. (a). The City may revise the description of services set forth in any particular Work Order. (b). Revisions to any Work Order shall be authorized in writing by the City as a Change Order. Each Change Order shall include a schedule of completion for the services authorized. Change Orders shall identify this Agreement and the appropriate Work Order number. The Change Orders may contain additional instructions or provisions specific upon certain aspects of this Agreement pertinent to the services to be provided. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. An agreement between the parties on and execution of any Change Order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change of work and /or services and to the impact of the change on unchanged goods and /or work including, but not limited to, all direct and indirect costs of whatever nature and all adjustments to the Contractor's schedule. (c). If instructed by the City, the Contractor shall change or revise work that has been performed, and if such work is not required as a result of error, omission or negligence of the Contractor, the Contractor may be entitled to additional compensation. The Contractor must submit for City approval a revised proposal with a revised fee quotation. Additional compensation, if any, shall be agreed upon before commencement of any such additional Page 6 work and shall be incorporated into the work by Change Order to the Work Order. Section 10: Compensation. (a). Compensation to the Contractor for the services performed on each Work Order shall be as set forth the Work Order /Change Order or as set forth in the St. Lucie County Agreement which enumerates rates and charges of the Contractor. (b). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc. and other items not directly attritbutable to items produced for each Work Order. (c). Work performed by the Contractor without written approval by the City's designated representative shall not be compensated. Any work performed by the Contractor without approval by the City is performed at the Contractor's own election. (d). In the event the City fails to provide compensation under the terms and conditions of this Agreement, the Contractor shall notify the City's designated representative in order that the City may take remedial action. Section 11: Invoice Process. (a). Payments shall be made by the City to the Contractor when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The Contractor shall render to the City, at the close of each calendar month, an itemized invoice properly dated, describing all services rendered, the cost of the services, the name and address of the Contractor, Work Order Number, Contract Number and all other information required by this Agreement. (b). Invoices which are in an acceptable form to the City and without disputable items will be processed for payment within thirty (30) days of receipt by the City. (c). The Contractor will be notified of any disputable items contained in invoices submitted by the Contractor within fifteen (15) days of receipt by the City with an explanation of the deficiencies. (d). The City and the Contractor will make every effort to resolve all disputable items contained in the Contractor's invoices. (e). Each invoice shall reference this Agreement, the appropriate Work Order and Change Order if applicable, the billing period, and include the Project Status Report for the period being billed. (f). The Florida Prompt Payment Act shall apply when applicable. Page 7 (g). Invoices are to be forwarded directly to: Finance Director City Hall City of Sanford 300 North Park Avenue Sanford, Florida 32771 Section 12: Severability /Construction. (a). If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. (b). All provisions of this Agreement shall be read and applied in pari materia with all other provisions hereof. (c). Violation of this Agreement by the Contractor is recognized by the parties to constitute irreparable harm to the City. (d). Venue for any lawsuit arising under this Agreement shall be in the Circuit Court in and for Seminole County, Florida, with regard to State actions, and in the United States District Court for the Middle District of Florida (Orlando) with regard to Federal actions. Section 13: Indemnity. (a). To the fullest extent permitted by law, the Contractor shall indemnify, hold harmless, and defend the City, its agents, servants, officers, officials, and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Contractor, its agents, servants, officers, officials, employees, or subcontractors. The City does not waive its right to assert consquential damages against the Contractor. (b). In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to the Contractor for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. (c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the City as set forth in Section 768.28, Florida Statutes. Page 8 (d). In claims against any person or entity indemnified under this Section by an employee of the Contractor or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or its agents or subcontractors, under workers compensation acts, disability benefits acts, or other employee benefit acts. (e). The execution of this Agreement by the Contractor shall obligate the Contractor to comply with the indemnification provision in this Agreement; provided, however, that the Contractor shall also comply with the provisions of this Agreement relating to insurance coverages. Section 14: Counterparts. 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 document. In Witness Whereof, the parties hereto have made and executed this Agreement on the respective dates under each signature with the City acting through its City Commission and the Contractor signing by and through its duly authorized corporate officer having the full and complete authority to execute same. SIGNATURE PAGE FOLLOWS Page 9 Agreement By Care Here LLC st�' Erine Cleve Care Here LLC By: Ben Baker' Manager Date: XVitnes Tinted lya �,, ,.�- U Joinder By Crowne Consultinq Group, Inc. Joined and agreed: A TTEST.* Brian M. Branhan Secretary/Treasurer /Director Crowne Consulting Group, Inc. By: Boyd M. Branhan Chief Executive Officer /Director Ray A _To nlinson President/Director Atfest: Janet Dougherty, City Clerk For use and reliance of the Sanford City Commission only. Date: City Of Jeff Triplett, S- O- Date L. Colbert, CW A t ��✓ii/�L` & r� AT/4 X011: "SCOPE OF SERVICES" Medical Services include but are not limited to the following: • Chronic illness evaluation, treatment and management • Diabetes • High Cholesterol • Etc. • Acute Conditions • Sore throats/ears/headache • Cough, Sinus • Strains /sprains/musculoskeletal problems • Acute urinary complaints • Lab testing • Medication dispensements • Occupational Conditions • OJI/Work- related injuries • Minor surgical procedures, such as sutures for laceration treatment • Employment Related Activities • Pre - employment and routine physicals • Pre - employment drug testing • Personal hygiene related problems • Ordinary and routine care of the nature of a visit to the doctor's office Long Term Prevention Programs Included • LabInsight Health Risk Assessment with comprehensive blood draw analysis • Aggregate data analysis from your employee population that allows us to develop just the right programs for you Pharmaceutical Program Management • tailored to your specific population • Physician/Nurse "Reach Out" Program to touch the people with the highest health risks • Population Health Management programs targeted for the greatest impact (obesity, diabetes, high blood pressure, etc.) • Disease /Case Management — we proactively assign a "coach" to help those employees with the greatest need • Self Care Education Tools and Manual online and in print form • Comprehensive Health Education Training • Physician Health Seminars • Population Promotions Program Enablers and Infrastructure Included • 800 Customer Support APPROVED AS TO FORM AND CORRECTNESS: BY: ZL�� �k County Attomey 4.02 Transferability. Except as provided in Section 4.07, neither the Employer nor CareHere may assign or otherwise transfer this Agreement to a third party without the prior written consent of the other party, which may be given or withheld by the other party in its sole discretion. 4.03 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Employer and CareHere with respect to the subject matter hereof and supersedes all prior agreements. This Agreement shall not be amended or waived, in whole or in part, except in writing signed by both of the Employer and CareHere. 4.04 Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the internal laws of the State of Florida, without giving effect to its conflict of laws provisions. 4.05 Access to Books and Records. Both CareHere and the Employer agree to provide access to their books and records, as they relate to this Agreement, to the other Ply 4.06 Successors. This Agreement is binding upon the parties, their successors and assigns. Sixty (60) days notice of any change in ownership, management, etc. shall be given the other party by the party experiencing the change. In such event, this Agreement shall be assumed upon a change of ownership, change of control, change in management, reorganization, etc. of, or at, Employer. 4.07 Severability. If any provision of this Agreement is determined to be void, illegal, unenforceable or invalid, the enforceability of any other provision is unaffected. IN WITNESS WHEREOF, the Employer and CareHere have executed and delivered this Agreement as of the date first above written. St. Lucie County CareHere, LLC CareHere Crowne, LLC. BY: B y y Name: PA U LA A. L E 1 1,x- Name: Ben Baker Name: Ray Tomlinson Title: Cii A l 1~ . bo Q , Title: Vice President Title: Member Address: �Op V1 Gtn (A &X Address:215 Jamestown Park Drive Addres:1552 Boren Drive Suite 204 Suite 100 [ 4 Pt tr , L Brentwood, TN 37027 -5178 Ocoee, FL 34761 invoice. Upon request, CareHere or the Medical Professional shall make supporting documentation for expenditures available. Such documentation shall be in sufficient detail for preaudit and postaudit purposes. When Occupational/Workers Compensation services are provided, then Employer shall pay to CareHere the yet to be quoted amount agreed upon by CareHere and Employer per Exhibit A. ARTICLE III TERM AND TERMINATION 3.01 Term. This Agreement shall be for a term of five years commencing on the date of this Agreement, subject to earlier termination in accordance with this Agreement. Unless either the Employer or CareHere gives written notice of nonrenewal to the other party at least ninety (90) calendar days prior to the end of the initial term or of any renewal term, this Agreement shall be automatically renewed for additional periods of two years each. 3.02 Termination With or Without Cause. This Agreement may be terminated by either the Employer or CareHere, with or without cause, by providing the other party at least ninety (90) calendar days' prior written notice. 3.03 Effect of Expiration or Termination. The expiration or the termination of this Agreement shall not affect the obligation of the Employer to pay compensation to CareHere or pay for any outstanding invoice for the period prior to such expiration or termination and shall not affect the obligation of CareHere to provide monthly reports for the period prior to the effective date of such expiration or such termination. 3.04 Non - Compete. In the event of Termination, for a period of one (1) year, Employer shall not use the onsite professional healthcare services of the Medical Professionals furnished by CareHere. ARTICLE IV MISCELLANEOUS 4.01 Notice. All notices and other communications permitted or required pursuant to this Agreement shall be in writing, addressed to the party at the address set forth at the end of this Agreement or to such other address as the party may designate from time to time in accordance with this Section 4.01. All notices and other communications shall be (a) mailed by certified or registered mail, return receipt requested, postage pre -paid, (b) personally delivered or (c) sent by telecopy with a receipt confirmation. Notices mailed pursuant to this Section 4.01 shall be deemed given as of three days after the date of mailing and notices personally delivered or sent by telecopy shall be deemed given at time of receipt. certain other information (e.g., worker's compensation claims, drug testing information, and pre - employment data). Other reports will be provided on a weekly and monthly basis that will report visit utilization and other relevant items. Some reports will also be made available online that can be run on demand. 1.12 Noncompliance by the Medical Professional. In the event that the Employer becomes aware of any failure by the Medical Professional to comply with the obligations of the Medical Professional which are contemplated by this Agreement, the Employer shall immediately provide written notice to CareHere of such failure, which written notice shall describe the failure in reasonable detail, and CareHere shall use its best efforts to address such failure. In the alternative, CareHere may arrange for the substitution of another person as the Medical Professional. As provided in Section 1.01, Employer shall have the right to require the immediate removal of the Medical Professional by CareHere. ARTICLE H COMPENSATION 2.01 Initial Set -Up Deposit. — Simultaneously with the execution and the delivery of this Agreement, Employer shall remit to CareHere an initial set -up fee of no more than $20,000.00 which shall be used to purchase the equipment and the supplies which are listed on Exhibit B and are not otherwise being provided by the Employer, which are initially required by CareHere and the Medical Professional for the provision of the Medical Services. All equipment and supplies shall be the property of the Employer. The charges shall be itemized in a Statement of Expenditures and the remaining balance, if any, shall be applied as a credit to the first monthly services invoice. The Set -up fee for any Occupational/Workers Compensation services will be an additional amount. All setup fees will be "pass through" with "no mark up" for both primary care and/or occupational/workers compensation resources. 2.02 Monthly Fee. No later than the 10th day of each calendar month immediately following the receipt of the CareHere invoice, the Employer shall pay to CareHere the amount of $23.00 per employee /retirees (covered by the group health plan) per month for furnishing the Medical Professional and the other services provided under this Agreement during the immediately preceding calendar month. 2.03 Additional Fees. In advance of the first day of each month, CareHere shall submit an amount equal to the sum of the estimate of that month's medical expenditures and an adjustment from prior months' actual expenditures for Medical Professional and Medical Assistant fees, reimbursement to Medical Professional for medical malpractice insurance, medical supplies, equipment and other items that may be required by CareHere or the Medical Professional to provide adequate Medical Services under this Agreement. The Employer shall be responsible to pay CareHere such amount invoiced no later than the 15' day of the calendar month immediately following the receipt of the CareHere are interns or residents associated with one of the medical schools in the state observe and assist the Medical Professional for educational and teaching purposes under the Medical Professional's direct supervision. The same level of professional standards as set forth in Section 1.02 shall apply as well to Health Professionals, other than medical doctor interns and residents working under the direct supervision of the Medical Professional. 1.09 Billing. CareHere shall contract with the Medical Professional that the Medical Professional shall not bill or otherwise solicit payment from employees of the Employer and/or their dependents, or Employer, or from the Employer Benefit Plan Trust for the Medical Services provided by the Medical Professional. 1.10 Medical Records. CareHere shall contract with the Medical Professional for the Medical Professional to maintain medical records with respect to all of the patients, all of which medical records shall be maintained in a professional manner consistent with the accepted practice of the community in which the Medical Professional provides the Medical Services in connection with this Agreement. CareHere shall also require the Medical Professional comply with the HIPAA and state privacy standards. All patient records maintained by the Medical Professional in connection with this Agreement shall be the sole property of the Medical Professional and CareHere. In the event medical records require transfer of ownership (e.g., termination, transfer, assignment of Agreement), CareHere shall represent the designated records owner. The Employer understands and agrees that all of the medical records and other protected health information maintained by the Medical Professional will be held by the Medical Professional and CareHere in accordance with state and federal law, and that the Employer will not be entitled to have access to the medical records maintained by the Medical Professional, in the absence of an appropriate written authorization from the patient/employee. To ensure compliance with the above, CareHere and/or the Medical Professional shall develop and implement policies, standards, and procedures to protect the confidentiality and security of the medical records, and ensure that Medical Assistants and other employees are trained in these policies, standards, and procedures. 1.11 Reports. CareHere shall provide to Employer, no later than the last day of the month immediately following the end of each quarter of the calendar year, a written report with respect to the provision by the Medical Professional of the Medical Services during the immediately preceding quarter. The written report shall be in a form reasonably satisfactory to Employer and CareHere and it is contemplated that the written report shall detail (a) the number of employees and dependents treated by the Medical Professional during such immediately preceding quarter, (b) the number of employees for whom work - related treatments were provided, (c) the number of employees for whom primary care services were provided, and (d) the frequency and types of drugs dispensed. Upon request, CareHere shall make supporting documentation of the above available. Employer may also request the above information on a monthly basis as well as request insurance covering the acts and omissions of the Medical Professional, in the minimum annual coverage amounts required by the Employer's state (Florida) with an insurance company reasonably satisfactory to CareHere. If the amount of professional liability insurance (medical malpractice) requirement by Employer is over the state minimum ($250,000/$750,000), Employer will reimburse CareHere or the Medical Professional for the difference in cost. CareHere will require the Medical Professional to notify CareHere immediately in the event he or she does not have the required coverage and will promptly remove and replace such Medical Professional with another qualified Medical Professional. CareHere shall provide Employer proof of such professional liability insurance maintained by the Medical Professional. 1.07 Responsibilities of Parties. The Employer and CareHere are independent contractors. The Medical Professional shall be solely responsible for his or her actions and /or omissions and the actions and/or the omissions of any agent or any employee used by him or her (including without limitation any Medical Assistant or other Health Professional) in connection with providing the Medical Services contemplated by this Agreement. Neither the Employer nor CareHere shall have any control or involvement in the independent exercise of medical judgment by the Medical Professional and/or any Medical Assistant or other Health Professional, and neither the Employer nor CareHere shall incur any liability for the actions or the omissions of the Medical Professional and/or any agent or any employee used by the Medical Professional (including without limitation any Medical Assistant or other Health Professional) in connection with this Agreement. CareHere agrees to indemnify and hold harmless Employer from and against any cost, damage, expense, loss, liability or obligation of any kind, including, without limitation, reasonable attorney's fees, which Employer may incur in connection with CareHere's furnishing of Medical Professionals, Medical Assistants or other Health Professionals, or with the medical services provided by them, under this Agreement. However, such indemnification by CareHere shall not be construed to mean malpractice insurance in any manner. Said indemnity obligation shall be supported by appropriate liability insurance with minimum limits required by the Employer's state. 1.08 Other Licensed Health Professionals. The Employer agrees and acknowledges that Medical Professional may from time to time have other Health Professionals, as defined within the next sentence, assist the Medical Professional and/or replace the Medical Professional during his or her regularly scheduled time at the Employer's place of business in the event of an emergency at the hospital or at the Medical Professional's office (provided, however, that CareHere will require the Medical Professional to ensure that the services provided by replacement individuals do not exceed the scope of their professional training and licensure). "Health Professional" shall mean a duly licensed nurse, medical doctor, nurse practitioner and licensed physician's assistant. Section 1.07 shall apply in the same manner to the Health Professional as such section applies to the Medical Professional. CareHere shall also ensure, or require the Medical Professional to ensure, that all Health Professionals who provide services hereunder have insurance coverage consistent with the requirements of Section 1.06. From time to time the Medical Professional, upon consent of an employee of the Employer and/or spouse or dependent of the employee, may have medical doctors that Assistant or other Health Professional (as defined in Section 1.08) who has his or her professional license restricted, revoked or suspended, is convicted of a felony, or is no longer in good standing with his or her professional or state licensing authority. (f) CareHere shall require the Medical Professional to ensure that any Medical Assistant or other Health Professional complies with the requirements of this Section 1.02 with respect to performance, licensing, certification, and good standing, as applicable, except as otherwise provided in Section 1.06 with respect to medical doctor interns and residents. CareHere shall require the Medical Professional to notify CareHere immediately in the event the Medical Professional learns of the possibility that any of the events specified in Section 1.03(e) may occur with respect to the Medical Professional, any Medical Assistant or any other Health Professional, and CareHere shall immediately notify the Employer of such notification, so that the Employer can determine whether or not to exercise its right to remove the Medical Professional pursuant to Section 1.01. 1.03 Scheduling of Services. CareHere shall contract with the Medical Professional/Medical Assistant for the Medical Professional to provide the Medical Services at a location(s) and schedule agreeable with Employer. 1.04 Place of Services. The Employer shall provide the Medical Professional adequate facilities to include examination room(s) that is located at such office of the Employer, which examination rooms shall be reasonably satisfactory, in the judgment of CareHere and the Medical Professional, for the provision of the Medical Services. In addition, the Employer shall provide items listed on Exhibit B within a locked room(s). 1.05 Equipment and Supplies. The Employer shall also provide the Medical Professional the equipment and the supplies, which are listed on Exhibit B (including items such as chairs, desks, file cabinets and office supplies, all of which may be supplied by CareHere with those costs passed - through by invoice to Employer). CareHere shall request Employer's written approval of the initial order of equipment and supplies to stock the clinic. Subsequent reorders following initial order for clinic restocking may be done without pre - approval, but CareHere shall request via written correspondence, at any time and from time to time, additional equipment and supplies which CareHere and the Medical Professional reasonably requires in connection with the provision of the Medical Services and the date by which such equipment and such supplies are required. Employer shall approve the acquisition of such additional equipment and supplies by such date, provided the request is reasonable. In the event Employer deems such request(s) unreasonable, it shall be denied and costs related to any unilateral procurement of such equipment/supplies by CareHere shall not be borne by Employer. All equipment and supplies will be the property of the Employer. 1.06 Professional Liability Insurance. CareHere shall ensure that the Medical Professional maintains, throughout the term of this Agreement, professional liability Professional and/or Medical Assistant pursuant to this Agreement. The Medical Services with respect to which CareHere has agreed to furnish a physician/nurse are listed on Exhibit A. The Employer and CareHere may, at any time and from time to time, amend or supplement Exhibit A by written agreement. 1.02 Standards of Medical Professional Performance. CareHere shall contract with the Medical Professional such that the Medical Professional is obligated to perform or deliver the following, supported by a Medical Assistant under the Medical Professional's direction and control: (a) The Medical Professional shall determine his or her own means and methods of providing Medical Services in connection with this Agreement. (b) The Medical Professional shall comply with all applicable laws and regulations with respect to the licensing and the regulation of physicians, and shall ensure that the Medical Assistant does the same with respect to the licensing and regulation of nurses. (c) The Medical Professional and Medical Assistant shall provide the Medical Services in a manner consistent with all applicable laws and regulations and in a professional manner consistent with Medical Services provided in the community. (d) The Medical Professional shall maintain, during the term of this Agreement, Appropriate Credentials including: (1) A duly issued and active license to practice medicine and prescribe medication in the State of Florida, (2) A good standing with his or her profession and state professional association, (3) The absence of any license restriction, revocation, or suspension. (4) The absence of any involuntary restriction placed on his or her federal DEA registration, and (5) The absence of any conviction of a felony. (e) In the event that any Medical Professional (1) has his or her license to practice medicine or prescribe medication restricted, revoked or suspended, (2) has an involuntary restriction placed on his or her federal DEA registration, (3) is convicted of a felony, or (4) is no longer in good standing with his or her professional or state licensing authority, CareHere shall promptly remove that Medical Professional and replace such Medical Professional with another Medical Professional that meets the requirements of Section 1.02 (d). CareHere shall require any Medical Professional to remove and promptly replace any Medical C09-0 -439 CareHere, LLC St. Lucie County Board of County Commissioners Agreement (St. Lucie County Employee Health Clinic) This Emplo er Agreement is made and entered into this � day of t 2 by and between St. Lucie County Board of County Commissioners et ployer "), and areHere, LLC, a Tennessee limited liability corporation, as well as CareHere Crowne, LLC a Florida limited liability corporation(hereinafter known as "CareHere "). Recitals: A. CareHere contracts with employers to provide physicians or physician extenders (nurse practitioners or physician assistants) and/or nurses and/or medical assistants at the employer's selected place of business to perform certain medical services to the employees of such employers and/or their dependents. B. The Employer desires to contract with CareHere and CareHere desires to contract with the Employer for CareHere to furnish a physician and nurse (and other agreed -upon medical staff) to provide certain onsite medical services to the employees of the Employer and/or their dependents on the terms and subject to the conditions contained herein. NOW, THEREFORE, for good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Employer and CareHere hereby agree as follows: ARTICLE I PROVISION OF PHYSICIAN OR PHYSICIAN EXTENDERS 1.01 Provision of Medical Professional. CareHere shall furnish a physician(s) or Physician Extenders (Nurse Practitioner(s) or Physician Assistant(s)) (hereafter collectively referred as "Medical Professional "), and/or nurses and/or medical assistants ("Medical Assistant ") to provide the Medical Services (as defined herein) at the selected site of Employer to the employees of the Employer and/or the dependents thereof. CareHere is not committing to furnish a particular person as the Medical Professional/Medical Assistant and, at any time and from time to time, CareHere may change the Medical Professional/Medical Assistant. Employer shall have the opportunity to interview all final Medical Professional candidates identified by CareHere and approve the hourly rates of pay and any suggested changes during contract period. Employer shall also have the right to have CareHere remove a Medical Professional upon written notice, which notice shall specify the time by which the physician shall be removed. As used herein, the term "Medical Services" means, with respect to the Employer, the medical services with respect to which CareHere has agreed to furnish a Medical I 1:11: M SAMPLE EXAM ROOM SET UP MEDICAL SUPPLIES AND EQUIPMENT Below is a list that illustrates items that may be required by the Medical Professional to deliver Medical Services in accordance with the Agreement. . Exam table/stool Disinfectant Small refrigerator Waste cans Lockable cabinet Waste can liners Gooseneck light Gloves Diag Set 3.5V Halogen/disposable covers Suture supplies Sundry jars Glucose test supplies Pillow /pillow covers (cloth and disposable Urinalysis supplies Table paper Strep testing supplies Thermometer/disposable covers Mono testna supplies 4 X 4's Disposable itowns Tongue depressors drapes Cotton balls - Disposable Thermometer (freezer) Alcohol 3" Elastic bandage Alcohol dispenser Cold pack Blood pressure cuffs Emesis basins Stethoscope Medications/Injectables (by physician order Surgical tape Lab supplies Tubes, requisitions, towmi is Biohazard bags and Removal Service Wall Posters, Charts Biohazard stickers Small desk and chair (if not provided by Em to er "Allergic To" stickers Needles Sharps containers Computer, Fast Internet Connection, "4 in I" Printer/Fax/Copier/Scanner S es Trash removal, Clean -up, and General Maintenance Fire Extinguisher Provide and Administer inoculations and prescriptions for foreign travel and work place exposures as requested and approved by the Employer. Physician Panel Participate in the selection/removal of community physicians for our panel. Also maintain the panel documentation, if applicable. Outside Physician Interface Interact with physicians regarding any medical issues of concern; Contract with Physical Therapy Company for on -site services. EAP Interface Providers recommend and assist employees in voluntary or management in mandatory referrals as appropriate Governmental Regulations and Compliance Ensure compliance with all applicable medical and government regulations for CLIA, OSHA, DOT, and Bloodborne Pathogen training. Job Reviews Conduct medical job reviews as needed to assist in making recordability decisions Team Work-Place Evaluations Participate on a team that conducts daily workplace reviews to identify safety and/or ergonomic risk factors Urgent Care Response (Industrial/Plant Setting) Respond to any on -site emergencies and track and report through return to work Medical Information System Training/Upkeep Maintain a real time system of case tracking and documentation Assist in and/or the Management of OSHA. 300 and 301 recordkeeping • Executive - Administer standardized program through local provider for eligible executive employees. • Ergos - Assist with fitness evaluations using on -site evaluation equipment if available • Fitness for Duty - Conduct fitness for duty exams for both work related cases and for employees returning from personal medical leave. • FCE - Contract with physical therapy vendor to conduct FCE's as requested by a treating physician. DOT /CDL exams Coordinate EMM FFD Program Make medically sound recommendations to have employees independently evaluated for overall fitness for duty. Employee Medical Management Conduct meetings with employees who have had numerous medical concerns On -Site Case Management Services Shall include the following: • Assist in identifying work related injuries • Evaluate, Treat, Monitor and Manage work-related injuries • Promptly refer to specialist as needed for consultative diagnosis, treatment and/or prognosis of an injury or disease • Expedite tracking and receiving reports from outside medical appointments • Monitor and gatekeep current workers comp cases • Assist in the development of a Managed Care Referral Network for work compensation cases, if requested • Maintain close communication with Workers Comp TPA • Facilitate, from a medical perspective, in the settlement or closing of any workers compensation cases Laboratory Services Per physician order or for screening programs. Inoculation and Foreign Travel • 240 Online Scheduling System • Online Medical Management & Tracking System • Clinic Best Practices Sharing • Clinic Inventory Management (supplies, medications, etc.) • Physician Recruiting • Medical Assistant Recruiting • Physician Management • Medical Assistant Management • Analysis, Trends, Reporting & Survey Results "SCOPE OF OCCUPATIONALIWORK COMPENSATION HEALTH SERVICES" The following services are provided in addition to the "Primary Care Medical Services." Employer agrees that CareHere will Quote these services separately from "Primary Care Medical Services" and are provided at an additional cost Treatment of all OJI/work related Job injuries If selected as provider from the panel (if required), treat acute and chronic work related injuries. If outside physician is selected, coordinate and monitor process Medical Surveillance • Hearing - Administration and performance of audiometric exam, STS review, work relationship determination and report /documentation, including employee notification letters. • Respiratory - Administer all medical elements of respiratory protection program including spirometry testing/PFT for employees required to wear a respirator. • Mobile Equipment Exams - Conduct medical history review, vision testing, and medical exam for employees required to operate mobile equipment; fork truck physicals • Drug Screen/Alcohol - Collect pre - employment hair testing samples; urine for random and reasonable suspicion; breathalyzer for alcohol. Administer random selection program and post rehabilitation random testing. Provide MRO and reporting services. Exams • Pre Employment - Coordinating/conducting physicals, drug screening, functional capacity testing, medical history, audiometric testing, biometrics, etc. EDIT A "SCOPE OF SERVICES" Medical Services include but are not limited to the following: • Chronic illness evaluation, treatment and management o Diabetes o High Cholesterol o Etc. • Acute Conditions • Sore throats /ears/headache • Cough, Sinus • Strains/sprains/musculoskeletal problems • Acute urinary complaints • Lab testing • Medication dispensements • Occupational Conditions • OXWork- related injuries • Minor surgical procedures, such as sutures for laceration treatment • Employment Related Activities • Pre - employment and routine physicals • Pre - employment drug testing • Personal hygiene related problems • Ordinary and routine care of the nature of a visit to the doctor's office Long Term Prevention Programs Included • LabInsight Health Risk Assessment with comprehensive blood draw analysis • Aggregate data analysis from your employee population that allows us to develop just the right programs for you Pharmaceutical Program Management • tailored to your specific population • Physician/Nurse "Reach Out" Program to touch the people with the highest health risks • Population Health Management programs targeted for the greatest impact (obesity, diabetes, high blood pressure, etc.) • Disease /Case Management — we proactively assign a "coach" to help those employees with the greatest need • Self Care Education Tools and Manual online and in print form • Comprehensive Health Education Training • Physician Health Seminars • Population Promotions Program Enablers and Infrastructure Included • 800 Customer Support APPROVED AS TO FORM AND CORRECTNESS: BY: 0 �z County Attorney 4.02 Transferability. Except as provided in Section 4.07, neither the Employer nor CareHere may assign or otherwise transfer this Agreement to a third party without the prior written consent of the other party, which may be given or withheld by the other party in its sole discretion. 4.03 Entire Agreement; Amendment, This Agreement constitutes the entire agreement between the Employer and CareHere with respect to the subject matter hereof and supersedes all prior agreements. This Agreement shall not be amended or waived, in whole or in part, except in writing signed by both of the Employer and CareHere. 4.04 Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the internal laws of the State of Florida, without giving effect to its conflict of laws provisions. 4.05 Access to Books and Records. Both CareHere and the Employer agree to provide access to their books and records, as they relate to this Agreement, to the other party- 4.06 Successors. This Agreement is binding upon the parties, their successors and assigns. Sixty (60) days notice of any change in ownership, management, etc. shall be given the other party by the party experiencing the change. In such event, this Agreement shall be assumed upon a change of ownership, cbange of control, change in management, reorganization, etc. at or at, Employer. 4.07 Severability. If any provision of this Agreement is determined to be void, illegal, unenforceable or invalid, the enforceability of any other provision is unaffected. IN WITNESS WHEREOF, the Employer and CareHere have executed and delivered this Agreement as of the date first above written. St. Lucie County CareHere, LLC CareHere Crowne, LLC. By: BY: y' B Y- Name: PA ULA A . LE IA 11 Name: Ben Baker Name: Ray Tomlinson Title: C H A i , M Q' , Title: Vice President Title: Member Address: AvL Address:215 Jamestown Park Drive Addres:1552 Boren Drive C n I- Suite 204 Suite 100 (� �" LUIQ' kL Uqg.�- Brentwood, TN 37027 -5178 Ocoee, FL 34761 invoice. Upon request, CareHere or the Medical Professional shall make supporting documentation for expenditures available. Such documentation shall be in sufficient detail for preaudit and postaudit purposes. When OccupationallWorkers Compensation services are provided, then Employer shall pay to CareHere the yet to be quoted amount agreed upon by Careflere and Employer per Exhibit A. ARTICLE III TERM AND TERMINATION 3.01 Term. This Agreement shall be for a term of five years commencing on the date of this Agreement, subject to earlier termination in accordance with this Agreement. Unless either the Employer or CareHere gives written notice of nonrenewal to the other party at least ninety (90) calendar days prior to the end of the initial term or of any renewal term, this Agreement shall be automatically renewed for additional periods of two years each. 3.02 Termination With or Without Cause. This Agreement may be terminated by either the Employer or CareHere, with or without cause, by providing the other party at least ninety (90) calendar days' prior written notice. 3.03 Effect of Expiration or Termination. The expiration or the termination of this Agreement shall not affect the obligation of the Employer to pay compensation to CareHere or pay for any outstanding invoice for the period prior to such expiration or termination and shall not affect the obligation of CareHere to provide monthly reports for the period prior to the effective date of such expiration or such termination. 3.04 Non - Compete, in the event of Termination, for a period of one (1) year, Employer shall not use the onsite professional healthcare services of the Medical Professionals furnished by CareHere. ARTICLE IV MISCELLANEOUS 4.01 Notice. All notices and other communications permitted or required pursuant to this Agreement shall be in writing, addressed to the party at the address set forth at the end of this Agreement or to such other address as the party may designate from time to time in accordance with this Section 4.01. All notices and other communications shall be (a) mailed by certified or registered mail, return receipt requested, postage pre -paid, (b) personally delivered or (c) sent by telecopy with a receipt confirmation. Notices mailed pursuant to this Section 4.01 shall be deemed given as of three days after the date of mailing and notices personally delivered or sent by telecopy shall be deemed given at time of receipt. certain other information (e.g., worker's compensation claims, drug testing information, and pre - employment data). Other reports will be provided on a weekly and monthly basis that will report visit utilization and other relevant items. Some reports will also be made available online that can be run on demand. 1.12 Noncompliance by the Medical Professional. In the event that the Employer becomes aware of any failure by the Medical Professional to comply with the obligations of the Medical Professional which are contemplated by this Agreement, the Employer shall immediately provide written notice to CareHere of such failure, which written notice shall describe the failure in reasonable detail, and CareHere shall use its best efforts to address such failure. In the alternative, CareHere may arrange for the substitution of another person as the Medical Professional. As provided in Section 1.01, Employer shall have the right to require the immediate removal of the Medical Professional by CareHere. ARTICLE H COMPENSATION 2.01 Initial Set -Up Deposit — Simultaneously with the execution and the delivery of this Agreement, Employer shall remit to CareHere an initial set-up fee of no more than $20,000.00 which shall be used to purchase the equipment and the supplies which are listed on Exhibit B and are not otherwise being provided by the Employer, which are initially required by CareHere and the Medical Professional for the provision of the Medical Services. All equipment and supplies shall be the property of the Employer. The charges shall be itemized in a Statement of Expenditures and the remaining balance, if any, shall be applied as a credit to the first monthly services invoice, The Set -up fee for any Occupational/Workers Compensation services will be an additional amount. All setup fees will be "pass through" with "no mark up" for both primary care: and/or occupational/workers compensation resources. 2.02 Monthly Fee. No later than the 10th day of each calendar month immediately following the receipt of the CareHere invoice, the Employer shall pay to CareHere the amount of $23.00 per employeelretirees (covered by the group health plan) per month for furnishing the Medical Professional and the other services provided under this Agreement during the immediately preceding calendar month. 2.03 Additional Fees. In advance of the first day of each month, CareHere shall submit an amount equal to the sum of the estimate of that month's medical expenditures and an adjustment from prior months' actual expenditures for Medical Professional and Medical Assistant fees, reimbursement to Medical Professional for medical malpractice insurance, medical supplies, equipment and other items that may be required by CareHere or the Medical Professional to provide adequate Medical Services under this Agreement. The Employer small be responsible to pay CareHere such amount invoiced no later than the 15 day of the calendar month immediately following the receipt of the CareHere are interns or residents associated with one of the medical schools in the state observe and assist the Medical Professional for educational and teaching purposes under the Medical Professional's direct supervision. The same level of professional standards as set forth in Section 1.02 shall apply as well to Health Professionals, other than medical doctor interns and residents working under the direct supervision of the Medical Professional. 1.09 Billing. CareHere shall contract with the Medical Professional that the Medical Professional shall not bill or otherwise solicit payment from employees of the Employer and/or their dependents, or Employer, or from the Employer Benefit Plan Trust for the Medical Services provided by the Medical Professional. 1.10 Medical Records. CareHere shall contract with the Medical Professional for the Medical Professional to maintain medical records with respect to all of the patients, all of which medical records shall be maintained in a professional manner consistent with the accepted practice of the community in which the Medical Professional provides the Medical Services in connection with this Agreement. CareHere shall also require the Medical Professional comply with the HIPAA and state privacy standards. All patient records maintained by the Medical Professional in connection with this Agreement shall be the sole property of the Medical Professional and CareHere. In the event medical records require transfer of ownership (e.g., termination, transfer, assignment of Agreement), CareHere shall represent the designated records owner. The Employer understands and agrees that all of the medical records and other protected health information maintained by the Medical Professional will be held by the Medical Professional and CareHere in accordance with state and federal law, and that the Employer will not be entitled to have access to the medical records maintained by the Medical Professional, in the absence of an appropriate written authorization from the patient/employee. To ensure compliance with the above, CareHere and/or the Medical Professional shall develop and implement policies, standards, and procedures to protect the confidentiality and security of the medical records, and ensure that Medical Assistants and other employees are trained in these policies, standards, and procedures. 1.11 Reports. CareHere shall provide to Employer, no later than the last day of the month immediately following the end of each quarter of the calendar year, a written report with respect to the provision by the Medical Professional of the Medical Services during the immediately preceding quarter. The written report shall be in a form reasonably satisfactory to Employer and CareHere and it is contemplated that the written report shall detail (a) the number of employees and dependents treated by the Medical Professional during such immediately preceding quarter, (b) the number of employees for whom work- related treatments were provided, (c) the number of employees for whom primary care services were provided, and (d) the frequency and types of drugs dispensed. Upon request, CareHere shall make supporting documentation of the above available. Employer may also request the above information on a monthly basis as well as request insurance covering the acts and omissions of the Medical Professional, in the minimum annual coverage amounts required by the Employer's state (Florida) with an insurance company reasonably satisfactory to CareHere. If the amount of professional liability insurance (medical malpractice) requirement by Employer is over the state minimum ($250,000/$750,000), Employer will reimburse CareHere or the Medical Professional for the difference in cost. CareHere will require the Medical Professional to notify CareHere immediately in the event he or she does not have the required coverage and will promptly remove and replace such Medical Professional with another qualified Medical Professional. CareHere shall provide Employer proof of such professional liability insurance maintained by the Medical Professional. 1.07 Responsibilities of Parties. The Employer and CareHere are independent contractors. The Medical Professional shall be solely responsible for his or her actions and /or omissions and the actions and/or the omissions of any agent or any employee used by him or her (including without limitation any Medical Assistant or other Health Professional) in connection with providing the Medical Services contemplated by this Agreement. Neither the Employer nor CareHere shall have any control or involvement in the independent exercise of medical judgment by the Medical Professional and/or any Medical Assistant or other Health Professional, and neither the Employer nor CareHere shall incur any liability for the actions or the omissions of the Medical Professional and/or any agent or any employee used by the Medical Professional (including without limitation any Medical Assistant or other Health Professional) in connection with this Agreement. CareHere agrees to indemnify and hold harmless Employer from and against any cost, damage, expense, loss, liability or obligation of any kind, including, without limitation, reasonable attorney's fees, which Employer may incur in connection with CareHere's furnishing of Medical Professionals, Medical Assistants or other Health Professionals, or with the medical services provided by them, under this Agreement. However, such indemnification by CareHere shall not be construed to mean malpractice insurance in any manner. Said indemnity obligation shall be supported by appropriate liability insurance with minimum limits required by the Employer's state. 1.08 Other Licensed Health Professionals. The Employer agrees and acknowledges that Medical Professional may from time to time have other Health Professionals, as defined within the next sentence, assist the Medical Professional and/or replace the Medical Professional during his or her regularly scheduled time at the Employer's place of business in the event of an emergency at the hospital or at the Medical Professional's office (provided, however, that CareHere will require the Medical Professional to ensure that the services provided by replacement individuals do not exceed the scope of their professional training and licensure). "Health Professional" shall mean a duly licensed nurse, medical doctor, nurse practitioner and licensed physician's assistant. Section 1.07 shall apply in the same manner to the Health Professional as such section applies to the Medical Professional. CareHere shall also ensure, or require the Medical Professional to ensure, that all Health Professionals who provide services hereunder have insurance coverage consistent with the requirements of Section 1.06. From time to time the Medical Professional, upon consent of an employee of the Employer and/or spouse or dependent of the employee, may have medical doctors that Assistant or other Health Professional (as defined in Section 1.08) who has his or her professional license restricted, revoked or suspended, is convicted of a felony, or is no longer in good standing with his or her professional or state licensing authority. (f) CareHere shall require the Medical Professional to ensure that any Medical Assistant or other Health Professional complies with the requirements of this Section 1.02 with respect to performance, licensing, certification, and good standing, as applicable, except as otherwise provided in Section 1.06 with respect to medical doctor interns and residents. CareHere shall require the Medical Professional to notify CareHere immediately in the event the Medical Professional learns of the possibility that any of the events specified in Section 1.03(e) may occur with respect to the Medical Professional, any Medical Assistant or any other Health Professional, and CareHere shall immediately notify the Employer of such notification, so that the Employer can determine whether or not to exercise its right to remove the Medical Professional pursuant to Section 1.01, 1.03 Scheduling of Services. CareHere shall contract with the Medical Professional/Medieal Assistant for the Medical Professional to provide the Medical Services at a location(s) and schedule agreeable with Employer. 1.04 Place of Services. The Employer shall provide the Medical Professional adequate facilities to include examination room(s) that is located at such office of the Employer, which examination rooms shall be reasonably satisfactory, in the judgment of CareHere and the Medical Professional, for the provision of the Medical Services. In addition, the Employer shall provide items listed on Exhibit B within a locked room(s). 1.05 Equipment and Supplies. The Employer shall also provide the Medical Professional the equipment and the supplies, which are listed on Exhibit B (including items such as chairs, desks, file cabinets and office supplies, all of which may be supplied by CareHere with those costs passed- through by invoice to Employer). CareHere shall request Employer's written approval of the initial order of equipment and supplies to stock the clinic. Subsequent reorders following initial order for clinic restocking may be done without pre - approval, but CareHere shall request via written correspondence, at any time and from time to time, additional equipment and supplies which CareHere and the Medical Professional reasonably requires in connection with the provision of the Medical Services and the date by which such equipment and such supplies are required. Employer shall approve the acquisition of such additional equipment and supplies by such date, provided the request is reasonable. In the event Employer deems such request(s) unreasonable, it shall be denied and costs related to any unilateral procurement of such equipmenttsupplies by CareHere shall not be borme by Employer. All equipment and supplies will be the property of the Employer. 1.06 Professional Liability Insurance. CareHere shall ensure that the Medical Professional maintains, throughout the term of this Agreement, professional liability Professional and/or Medical Assistant pursuant to this Agreement The Medical Services with respect to which CareHere has agreed to famish a physician/nurse are listed on Exhibit A. The Employer and CareHere may, at any time and from time to time, amend or supplement Exhibit A by written agreement. 1.02 Standards of Medical Professional Performance. CareHere shall contract with the Medical Professional such that the Medical Professional is obligated to perform or deliver the following, supported by a Medical Assistant under the Medical Professional's direction and control: (a) The Medical Professional shall determine his or her own means and methods of providing Medical Services in connection with this Agreement. (b) The Medical Professional shall comply with all applicable laws and regulations with respect to the licensing and the regulation of physicians, and shall ensure that the Medical Assistant does the same with respect to the licensing and regulation of nurses. (c) The Medical Professional and Medical Assistant shall provide the Medical Services in a manner consistent with all applicable laws and regulations and in a professional manner consistent with Medical Services provided in the community. (d) The Medical Professional shall maintain, during the term of this Agreement, Appropriate Credentials including: (1) A duly issued and active license to practice medicine and prescribe medication in the State of Florida, (2) A good standing with his or her profession and state professional association, (3) The absence of any license restriction, revocation, or suspension. (4) The absence of any involuntary restriction placed on his or her federal DEA registration, and (5) The absence of any conviction of a felony. (e) In the event that any Medical Professional (1) has his or her license to practice medicine or prescribe medication restricted, revoked or suspended, (2) has an involuntary restriction placed on his or her federal DEA registration, (3) is convicted of a felony, or (4) is no longer in good standing with his or her professional or state licensing authority, CareHere shall promptly remove that Medical Professional and replace such Medical Professional with another Medical Professional that meets the requirements of Section 1,02 (d). CareHere shall require any Medical Professional to remove and promptly replace any Medical 11: SAMPLE EXAM ROOM SET UP MEDICAL SUPPLIES AND EQUIPMENT Below is a list that illustrates items that may be required by the Medical Professional to deliver Medical Services in accordance with the Agreement. . Exam table /stool Disinfectant Small refrigerator Waste cans Lockable cabinet Waste can liners Gooseneck light Gloves Diag Set 3.5V Halogen/disposable covers Suture supplies Sundry jars Glucose test supplies Pillow /pillow covers (cloth and disposable Urinalysis supplies Table pape r Strep testing supplies Thermometer/disposable covers Mono testing supplies 4 X 4's Disposable gowns Tongue depressors Disposable drapes Cotton balls Thermometer (freezer) Alcohol 3" Elastic bandage Alcohol dispenser Cold pack Blood pressure cuffs Emesis basins Stethoscope Medications/Injectables (by physician order Surgical tape Lab supplies Tubes, requisitions, tourniquets) Biohazard bas and Removal Service Wall Posters, Charts Biohazard stickers Small desk and chair (if not provided by Employer) "'Allergic To" stickers Needles Sharps containers Syringes Computer, Fast Internet Connection, "4 in 1" Printer/Fax/Copier/Scanner Trash removal, Clean-up, and General Maintenance Fire Extingu Provide and Administer inoculations and prescriptions for foreign travel and work place exposures as requested and approved by the Employer. Physician Panel Participate in the selection/removal of community physicians for our panel. Also maintain the panel documentation, if applicable. Outside Physician interface Interact with physicians regarding any medical issues of concern; Contract with Physical Therapy Company for on -site services. EAP Interface Providers recommend and assist employees in voluntary or management in mandatory referrals as appropriate Governmental Regulations and Compliance Ensure compliance with all applicable medical and government regulations for CLIA, OSHA, DOT, and Bloodborne Pathogen training. Job Reviews Conduct medical job reviews as needed to assist in making recordability decisions Team Work -Place Evaluations Participate on a team that conducts daily workplace reviews to identify safety and/or ergonomic risk factors Urgent Care Response (industrial/Plant Setting) Respond to any on -site emergencies and track and report through return to work Medical Information System Training/Upkeep Maintain a real time system of case tracking and documentation Assist in and/or the Management of OSHA 300 and 301 recordkeeping • Executive - Administer standardized program through local provider for eligible executive employees. • Ergos - Assist with fitness evaluations using on -site evaluation equipment if available • Fitness for Duty - Conduct fitness for duty exams for both work related cases and for employees returning from personal medical leave. • FCE - Contract with physical therapy vendor to conduct FCE`s as requested by a treating physician. • DOT /CDL exams Coordinate IME/FFD Program Make medically sound recommendations to have employees independently evaluated for overall fitness for duty. Employee Medical Management Conduct meetings with employees who have had numerous medical concerns On -Site Case Management Services Shall include the following: • Assist in identifying work related injuries • Evaluate, Treat, Monitor and Manage work - related injuries • Promptly refer to specialist as needed for consultative diagnosis, treatment and/or prognosis of an injury or disease • Expedite tracking and receiving reports from outside medical appointments • Monitor and gatekeep current workers comp cases • Assist in the development of a Managed Care Referral Network for work compensation cases, if requested • Maintain close communication with Workers Comp TPA • Facilitate, from a medical perspective, in the settlement or closing of any workers compensation cases Laboratory Services Per physician order or for screening programs. Inoculation and Foreign Travel • 24x7 Online Scheduling System • Online Medical Management & Tracking System • Clinic Best Practices Sharing • Clinic Inventory Management (supplies, medications, etc.) • Physician Recruiting • Medical Assistant Recruiting • Physician Management • Medical Assistant Management • Analysis, Trends, Reporting & Survey Results "SCOPE OF OCCUPATIONAL/WORK COMPENSATION HEALTH SERVICES" The following services are provided in addition to the " Primary Care Medical Services." Emplover agrees that CareHere will -quote these services separately from "Primary Care Medical Services" and are provided at an additional cost Treatment of all OJUwork related Job injuries If selected as provider from the panel (if required), treat acute and chronic work related injuries. If outside physician is selected, coordinate and monitor process Medical Surveillance • Hearing - Administration and performance of audiometric exam, STS review, work relationship determination and report/documentation, including employee notification letters: • Respiratory - Administer all medical elements of respiratory protection program including spirometry testing/PFT for employees required to wear a respirator. • Mobile Equipment Exams - Conduct medical history review, vision testing, and medical exam for employees required to operate mobile equipment; fork truck physicals • Drug Screen/Alcohol - Collect pre - employment hair testing samples; urine for random and reasonable suspicion; breathalyzer for alcohol. Administer random selection program and post rehabilitation random testing. Provide MRO and reporting services. Exams • Pre Employment - Coordinating/conducting physicals, drug screening, functional capacity testing, medical history, audiometric testing, biometrics, etc. CM-a�( X35 CareHere, LLC St. Lucie County Board of County Commissioners Agreement (St. Lucie County Employee Health Clinic) This Emp10 er Agreement is made and entered into this � day of Ot, 2 by and between St. Lucie County Board of County Commissioners ( "E pioycr" ), and areHere, LLC, a Tennessee limited liability corporation, as well as CareHere Crowne, LLC a Florida limited liability corporation(hereinafter known as "CareHere'). Recitals: A. CareHere contracts with employers to provide physicians or physician extenders (nurse practitioners or physician assistants) and/or nurses and/or medical assistants at the employer's selected place of business to perform certain medical services to the employees of such employers and/or their dependents. B. The Employer desires to contract with CareHere and CareHere desires to contract with the Employer for CareHere to furnish a physician and nurse (and other agreed upon medical staff) to provide certain onsite medical services to the employees of the Employer and/or their dependents on the terms and subject to the conditions contained herein. NOW, THEREFORE, for good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Employer and CareHere hereby agree as follows: ARTICLE I PROVISION OF PHYSICIAN OR PHYSICIAN EXTENDERS 1.01 Provision of Medical Professional. CareHere shall furnish a physician(s) or Physician Extenders (Nurse Practitioner(s) or Physician Assistant(s)) (hereafter collectively referred as "Medical Professional "), and/or nurses and/or medical assistants ("Medical Assistant ") to provide the Medical Services (as defined herein) at the selected site of Employer to the employees of the Employer and/or the dependents thereof. CareHere is not committing to fiunish a particular person as the Medical Professional/Medical Assistant and, at any time and from time to time, CareHere may change the Medical Professional/Medical Assistant. Employer shall have the opportunity to interview all final Medical Professional candidates identified by CareHere and approve the hourly rates of pay and any suggested changes during contract period. Employer shall also have the right to have CareHere remove a Medical Professional upon written notice, which notice shall specify the time by which the physician shall be removed. As used herein, the tern "Medical Services" means, with respect to the Employer, the medical services with respect to which CareHere has agreed to furnish a Medical FIRST AMENDMENT TO APRIL 1. 2009 AGREEMENT C09 -04 -139 THIS FIRST AMENDMENT is dated this ter _ day of ,i 2011, by and between ST. LUCIE COUNTY, a political subdivision of the State of Florida, hereinafter r ferred to as the "County" and CAREHERE, LLC, their successors, executors, administrators, and assigns, hereinafter called "Care Here." WHEREAS, on April 1, 2009, the parties entered into an agreement, hereinafter referred to as the "Agreement" to operate the St. Lucie County Employee & Family Health Center, and, WHEREAS, due to significant delays in design, permitting, demolition, and renovation of the building, the opening date of the Employee & Family Health Care Center was significantly set back through no fault of Care Here; and, WHEREAS, the parties desire to amend the Agreement to change the contract initiation date to January 1, 2011 to reflect the true availability of the Employee & Family Health Center for initial setup and beginning operation. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree to amend the Agreement as follows: 1. The Contract initiation date shall be January 1, 2011. 2. Except as amended herein, the remaining terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused the execution of this First Amendment by their duly authorized officials as of the day and year fust written above. ATTEST: D + PUTY CLERK WITN ES: "�; APPRO AS TO FORM AND CORREC ESS:n _... Z COUNTY ATT7 CAREHERE, LLC BY: 6 -- NAME: ) TITLE: cb b -I- FIRST AMENDMENT TO APRIL 1. 2009 AGREEMENT C09 -04 -139 THIS FIRST AMENDMENT is dated this I f _ day of C i—) t i i ,tl 2011, by and between ST. LUCIE COUNTY, a political subdivision of the State of Florida, hereinafter referred to as the "County" and CAREHERE, LLC, their successors, executors, administrators, and assigns, hereinafter called "Care Here WHEREAS, on April 1, 2009, the parties entered into an agreement, hereinafter referred to as the "Agreement" to operate the St. Lucie County Employee & Family Health Center, and, WHEREAS, due to significant delays in design, permitting, demolition, and renovation of the building, the opening date of the Employee & Family Health Care Center was significantly set back through no fault of Care Here; and, WHEREAS, the parties desire to amend the Agreement to change the contract initiation date to January I, 2011 to reflect the true availability of the Employee & Family Health Center for initial setup and beginning operation. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree to amend the Agreement as follows: The Contract initiation date shall be January 1, 2011. 2. Except as amended herein, the remaining terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have caused the execution of this First Amendment by their duly authorized officials as of the day and year fast written above. ATTEST: D UTY CLl;it AS TO FORM C OUNTY ATT C/ Y WITN ES: � � 3a 'Z T �' CAREHERE, LLC BY: NAME: �— TITLE: CID a —I— Cog -a�( /39 CareHere. LLC St. Lucie County Board of County Commissioners Agreement (St. Lucie County Employee Health Clinic) This Emplo er Agreement is made and entered into this da !1l ? by and between St. Lucie County Board of County Commissioners ("Employer'), and areHere, LLC, a Tennessee limited liability corporation, as well as CareHere Crowne, LLC a Florida limited liability corporation(hereinafter (mown as "CareHere'). Recitals: A. CareHere contracts with employers to provide physicians or physician extenders (nurse practitioners or physician assistants) and/or nurses an medical assistants at the employer's selected glace of business to perform certain medical services to the employees of such employers and/or their dependents. B. The Employer desires to contract with CareHere and Carr Here desires to contract with the Employer for CareHere to furnish a physician and nurse (and other agreed upon medical staffl to provide certain onsite medical services to the employees of the Employer and/or their dependents on the terms and subject to the conditions contained herein. NOW, TBEREFORE, for good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Employer and CareHere hereby agree as follows: ARTICLE I PROVISION OF PHYSICIAN OR PHYSICIAN EXTENDERS 1.01 Provision of Medical Professional. CareHere shall furnish a physician(s) or Physician Extenders (Nurse Praetitione s or Ph collectively referred as "Medical Professional"). and/or ass Assistant( " nurses and/or medical assistants nts ( "Medical Assistant") to provide the Medical Services (as defined herein) at the selected site of Employer to the employees of the Employer and/or the dependents thereof. CareHere is not committing to furnish a particular person as the Medical Professional/Medical Assistant and, at any time and from time to time, CareHere may change the Medical Professional/Medical Assistant Employer shall have the opportunity to interview all final Medical Professional candidates identified by CamHere and approve the hourly rates of pay and any suggested changes during contract period. Employer shall also have the right to have CareHere remove a Medical Professional upon written notice, which notice shall specify the time by which the physician shall be removed. As used herein, the term "Medical Services" means, with respect to the Employer, the medical services with respect to which CareHere has agreed to furnish a Medical Professional and/or Medical Assistant pursuant to this Agreement. The Medical Services With respect to which CareHere has agreed to furnish a physicianinurse are listed on The Employer and CareHere may, at any time and from time to time, amend or supplement Exhibit A by written agreement_ 1.02 Standards of Medical Professional Performance. CareHere shall contract with the Medical Professional such that the Medical professional is obligated to perfo or deliver the following, supported by a Medical Assi rm stant under the Medical Professional's direction and control: (a) The Medical Professional shall determine his or her own means and methods ofproviding Medical Services in connection with this Agreement. (b) The Medical Professional shall comply with all applicable laws and regulations with respect to the licensing and the regulation of physicians, and and regulation of shall ensure that the Medical Assistant does the same with respect to the licensing nurses. (c) The Medical Professional and Medical Assistant shall provide the Medical Services in a manner consistent with all applicable laws and regulations and in a professional manner consistent with Medical community, Services provided in the (d) The Medical Professional shall maintain, during the term of this Agreement, Appropriate Credentials including: (1) A duly issued and active license to practice medicine and Prescribe medication in the State of Florida, (2 ) A good standing with his or her profession and state professional association, (3) The absence of any license restriction, revocation, or suspension: (4) The absence of any involuntary restriction placed on his or her federal DEA registration, and (S) The absence of any conviction of a felony. (e) In the event that any Medical Professional (1) has his or her license to practice medicine or prescribe medication restricted, revoked or suspended, has an involuntary restriction placed on his or her federal DEA registration, (3) is convicted of a felony, or (4) is no Ionger in good standing with his or her professional or state licensing authority, CareHere shall promptly remove that Medical Professional and replace such Medical Professional with another Medical Professional that meets the requirements of Section 1.02 (d). CareHere shall require any Medical Professional to remove and promptly replace any Medical Assistant or other Health professional (as defined in Section 1.08) who has his or her professional license restricted, revoked or suspended, is convicted of a felony, or is no longer in good standing with his or her professional or state licensing authority. W CareHere shall require the Medical Professional to ensure that any Medical Assistant or other Health Professional complies with the requirements of this Section 1.02 with respect to performance, licensing, certification, and good standing, as applicable, except as otherwise provided in Section 1.06 with respect to medical doctor interns and residents. CareHere shall require the Medical Professional to notify CareHere immediately in the event the Medical Professional learns of the possibility that any of the events specified in Section I.03(e) may occur with respect to the Medical Professional, any Medical Assistant or any other Health Professional, , CareHere shall immediately notify the Employer of such notification, so that the Employer can determine whether or not to exercise its right to remove the Medical Professional pursuant to Section 1.01. 1.03 Scheduling of Services. CareHere shall contract with the Medical Professional/Medical Assistant for the Medical Professional to provide the Medical Services at a location(s) and schedule agreeable with Employer. 1.04 Place of Services. The Employer shall provide the Medical professional adequate facilities to include examination room(s) that is located at such office of the Employer, which examination rooms shall be reasonably satisfactory, in the judgment of CareHere and the Medical Professional, for the provision of the Medical Services. rn addition, the Employer shall provide items listed on Exhibit B within a locked TM„ m ( s ). 1.05 Equipment and Supplies. The Employer shall also provide the Medical Professional the equipment and the supplies, which are listed on Exhibit B (including items such as chairs, desks, file cabinets and office supplies, all of which may be supplied by CareHere with those costs passed-through by invoice to Employer). CareHere shall request Employer's written approval of the initial order of equipment and supplies to stock the clinic. Subsequent reorders following initial order for clinic restocking may be done without pre - approval, but CareHere shall request via written correspond a t y time and from time to time, additional equipment and supplies which CamHere and th an Medical Professional reasonably requires in connection with the provisio n of the Me dical e Services and the date by which such equipment and such supplies are required. Employer shall approve the acquisition of such additional equipment and supplies by such date, provided the request is reasonable. In the event Employer deems such requests) unreasonable, it shall be denied and costs related to an of such equipment/supplies by CareHere shall not be borne b Employer. Pro uip ment Y and supplies will be the property of the Employer. equipment 1.06 Professional Liability Insurance, CareHere shall ensure that the Medical Professional maintains, throughout the term of this Agreement, professional liability insurance covering the acts and omissions of the Medical Professional, in the minimum annual coverage amounts required by the Employer's state (Florida) with an insurance company reasonably satisfactory to CareHere. If the amount of professional liability insurance (medical malpractice) requirement by Employer is over the state minimum ($ 250, 000 4750,000), Employer will reimburse CareHere or the Medical Professional for the difference in cost. CareHere will require the Medical Professional to notify Carelfere immediately in the event he or she does not have the required coverage and will promptly remove and replace such Medical Professional with another qualified Medical Professional. CareHere shall provide Employer proof of such professional liability insuran maintained by the Medical Professional. 1.07 Responsibilities of Parties. The Employer and CareHere are independent contractors. The Medical Professional shall be solely responsible for his or her actions and /or omissions and the actions and/or the omissions of any agent or any employee used by him or her (including without limitation any Medical Assistant or other Health Professional) in connection with providing the Medical Services contemplated by this Agreement. Neither the Employer nor CareHere shall have any control or the independent exercise of medical judgment by the Medical Professional invol ment and/or any in Medical Assistant or other Health Professional, and neither the Employer nor CareHere shall incur any liability for the actions or the omissions of the Medical Professional and/or any agent or any employee used by the Medical Professional (including out limitation any Medical Assistant or other Health Professional) in connection with this Agreement. CareHere agrees to indemnify and hold harmless Employer from and against any cost, damage, expense, loss, liability or obligation of any kind, including, without limitation, reasonable attorney's fees, which Employer may incur in connection with CareHere's furnishing of Medical Professionals, Medical Assistants or other Health Professionals, or with the medical services provided by them, under this Agreement. However, such indemnification by CareHere shall not be construed to mean malpractice insurance in any manner. Said indemnity obligation shall be supported by appropriate liability insurance with minimum limits required by the Employer's state. 1.08 Other Licensed Health Professionals. The Employer agrees and acknowledges that Medical. Professional may from time to time have other Health Professionals, as defined within the next sentence, assist the Medical Professional and/or replace the Medical Professional during his or her regularly scheduled time at the Employer's place of business in the event of an emergency at the hospital or at the Medical Professional's office (provided, however, that CareHere will require the Medical Professional to ensure that the services provided by replacement individuals do not exceed the scope of their professional training and licensure). "Hlth ea professional" shall mean a duly licensed nurse, medical doctor, nurse practitioner and licensed physician's assistant. Section 1.07 shall apply in the same manner to the Health Professional as such section applies to the Medical Professional. CareHere shall also ensure, or require the Medical Professional to ensure, that all Health Professionals who provide services hereunder have insurance coverage consistent with the requirements of Section 1.06. From time to time the Medical Professional, upon consent of an employee of the Employer and/or spouse or dependent of the employee, may have medical doctors that are interns or residents associated with one of the medical schools in the state observe and assist the Medical Professional for educational and teaching purposes under the Medical Professional's direct supervision. The same level of professional standards as set forth in Section 1.02 shall apply as well to Health Professionals, other than medical doctor interns and residents working under the direct supervision of the Medical Professional. 1.09 Billing. CareHere shall contract with the Medical Professional that the Medical Professional shall not bill or otherwise solicit payment from employees of the Employer and/or their dependents, or Employer, or from the Employer Benefit Plan Trust for the Medical Services provided by the Medical Professional. 1.10 Medical Records. CareHere shall contract with the Medical Professional for the Medical Professional to maintain medical records with respect to all of the Patients, all of which medical records shall be maintained in a professional manner consistent with the accepted practice of the community in which the Medical Professional provides the Medical Services in connection with this Agreement. CareHere shall also require the Medical Professional comply with the HIPAA and state privacy standards. All patient records maintained by the Medical Professional in connection with this Agreement shall be the sole property of the Medical Professional and CareHere. In the event medical records require transfer of ownership (e.g., termination, transfer, assignment of Agreement), CareHere shall represent the designated records owner. The Employer understands and agrees that all of the medical records and other protected health information maintained by the Medical Professional will be held by the Medical Professional and CareHere in accordance with state and federal law, and that the Employer will not be entitled to have access to the medical records maintained by the Medical Professional, in the absence of an appropriate written authorization from the patient/employee. To ensure Compliance with the above, CareHere and/or the Medical professional shall develop and implement policies, standards, and procedures to prott the confidentiality and security of the medical records, and ec ensure that Medical Assistants and other employees are trained in these policies, standards, and procedures. 1.11 Reports. CareHere shall provide to Employer, no later than the last day of the month immediately following the end of each quarter of the calendar year, a written report with respect to the provision by the Medical Professional of the Medical Services during the immediately preceding quarter. The written report shall be in a fomr reasonably satisfactory to Employer and CareHere and it is contemplated that the written report shall detail (a) the number of employees and dependents treated by the Medical Professional during such immediately preceding quarter, (b) the number of employees for whom work-related treatments were provided, (c) the number of employees for whom primary care services were provided, and (d) the frequency and types of drugs dispensed. Upon request, CareHere shall make supporting documentation of the above available. Employer may also request the above information an a monthly basis as well as request certain other information (e.g,, worker's compensation claims, drug testing information, and pre - employment data). Other reports will be provided on a weekly and monthly basis that will report visit utilization and other relevant items. Some reports will also be made available online that can be run on demand. 1.12 Noncompliance by the Medical Professional. In the event that the Employer becomes aware of any failure by the Medical Professional to comply with the Obligations of the Medical Professional which are contemplated by this Agreement, the Employer shall immediately provide written notice to CareHere of such failure, which written notice shall describe the failure in reasonable detail, and CareHere shall use its best efforts to address such failure. In the alternative, CareHere may arrange for the substitution of another personas the Medical Professional. As provided in Section 1.01, Employer shall have the right to require the immediate removal of the Medical Professional by CareHere. ARTICLE H COMPENSATION 2,01 Initial Set -Up Deposit — Simultaneously with the execution and the delivery of this Agreement, Employer shall remit to CareHere an initial set up fee of no more than $20,000.00 which shall be used to purchase the equipment and the supplies which are listed on Exhibit H and are not otherwise being provided by the Employer, which are initially required by CareHere and the Medical Professional for the provision of the Medical Services. All equipment and supplies shall be the property of the Employer. The charges shall be itemized in a Statement of Expenditures and the remaining balance, if any, shall be applied as a credit to the first monthly services invoice. The Set -up fee for any Occupational/Workers Compensation services will be an additional amount. All setup fees will be "pass through" with "no mark up" for both primary care and/or occupational/workers compensation resources. 2.02 Monthly Fee. No later-than the 10th day of each calendar month immediately following the receipt of the CareHere invoice, the Employer shall pay to CareHere the amount of $23.00 per employee/retirees (covered by the group health plan) per month for furnishing the Medical Professional and the other services provided under this Agreement during the immediately preceding calendar month. 2.03 Additional Fees. In advance of the first day of each month, CareHere shall submit an amount equal to the sum of the estimate of that month's medical expenditures and an adjustment from prior months' actual expenditures for Medical Professional and Medical Assistant fees, reimbursement to Medical Professional for medical malpractice ins uran ce, medical supplies, equipment and other items that may be required by CareHere or the Medical Professional to provide adequate Medical Services under this Agreement. The Employer shall be responsible to pay CareHere such amount invoiced no later than the 15 day of the calendar month immediately following the receipt of the CareHere invoice. Upon request, CareHere or the Medical Professional shall make supporting documentation for expenditures available. Such documentation shall be in sufficient detail for preaudit and postaudit purposes. When Occupational/Workers Compensation services are provided, then Employer shall pay to CareHere the yet to be quoted amount agreed upon by CareHere and Employer per Exhibit A. ARTICLE III TERM AND TERMINATION 3.01 Term. This Agreement shall be for a term of five years commencing on the date of this Agreement, subject to earlier termination in accordance with this Agreement. Unless either the Employer or CareHere gives written notice of nonrenewal to the other party at least ninety (90) calendar days prior to the end of the initial term or of any renewal term, this Agreement shall be automatically renewed for additional periods of two years each. 3.02 Termination With or Without Cause. This Agreement may be terminated by either the Employer or CareHere, with or without cause, by providing the other party at least ninety (90) calendar days' prior written notice. 3.03 Effect of Expiration or Termination. The expiration or the termination of this Agreement shall not affect the obligation of the Employer to pay compensation to CareHere or pay for any outstanding invoice for the period prior to such expiration or termination and shall not affect the obligation of CareHere to provide monthly reports for the period prior to the effective date of such expiration or such termination. 3.04 Non-Compete. In the event of Termination, for a period of one (1) year, Employer shall not use the onsite professional healthcare services of the Medical Professionals famished by CareHere. AR'T'ICLE IV MISCELLANEOUS 4.01 Notice. All notices and other communications permitted or required pursuant to this Agreement shall be in writing, addressed to the party at the address set forth at the end of this Agreement or to such other address as the party may designate from time to time in accordance with this Section 4,01. All notices and other communications shall be (a) mailed by certified or registered mail, return receipt requested, postage pre -paid, (b) personally delivered or (c) sent by telecopy with a receipt confirmation. Notices mailed pursuant to this Section 4.01 shall be deemed given as of three days after the date of mailing and notices personally delivered or sent by telecopy shall be deemed given at time of receipt. 4.02 Transferability. Except as provided in Section 4.07, neither the Employer nor CareHere may assign or otherwise transfer this Agreement to a third party without the prior written consent of the other party, which may be given or withheld by the other Party in its sole discretion. 4.03 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Employer and CareHere with respect to the subject matter hereof and supersedes all prior agreements. This Agreement shall not be amended or waived, in Whole or in part, except in writing signed by both ofthe Employer and CareHere. 4.04 Governing Law, This Agreement shall be governed by, and interpreted in accordance with, the internal laws of the State of Florida, without giving effect to its conflict of laws provisions. 4.05 Access to Books and Records. Both CareHere and the Employer agree to provide access to their books and records, as they relate to this Agreement, to the other party. 4.06 Successors. This Agreement is binding upon the parties, their successors and assigns. Sixty (60) days notice of any change in ownership, management, etc. shall be given the other party by the party experiencin the this Agreement shall be assumed upon a change of ownership, eh ch chan e. cont suc change in management, reorganization, etc. of, or at, Employer. 4.07 Severability. If any provision of this A void, illegal, unenforceable or invalid, the enforceab' Agreement is determined to be unaffected. i7rty of any other provision is Ill WITNESS WHEREOF, the Employer and CareHere have executed and delivered this Agreement as of the date first above written. St. Lucie County CareHere LLC CareHere Crowne, LLC. By: — � 9/ - By. BY_ Name: A Name: Ben Baker Name: Ray Tomlinson Title: CH �l_L' , Title: Vice President ,! Title: Member Address: OD Y i 4 T , i c G � Ad�:215 Jamestown Park Drive Addres:1552 Bore - C r n Drive 4 �t �����' �' 3 q � 9°'L Brentwood, TN 37027-5178 suite 100 Ocoee, FL 34761 APPROVED AS TO FORM AND CORRECTNESS: BY N ftv r County Attorney x.11: "SCOPE OF SERVICES" Medical Services include but are not limited to the following: • Chronic illness evaluation, treatment and management • Diabetes • High Cholesterol • Etc. • Acute Conditions • Sore throats/ears/headache • Cough, Sinus • Strains/sprairWmusculoskeletal problems • Acute urinary complaints • Lab testing • Medication dispensements • Occupational Conditions • ONWork related injuries • Minor surgical procedures, such as sutures for laceration treatment ' Employment Related Activities • Pre - employment and routine physicals • Pre - employment drug testing • Personal hygiene related problems ' Ordinary and routine care of the nature of a visit to the doctor's office Long Term Prevention Programs Included • LabInsight Health Risk Assessment with comprehensive blood draw analysis • Aggregate data analysis from your employee population that allows us to develop just the right programs for you Pharmaceutical Program Management • tailored to your specific population • Physician/Nurse "Reach Out" Program to touch the people with the highest health risks • .Population Health Management programs targeted for the greatest impact (obesity, diabetes, high blood pressure, etc.) • Disease/Case Management — we proactively assign a "coach" to help those employees with the greatest need • Self Care Education Tools and Manual online and in print form • Comprehensive Health Education Training • Physician Health Seminars • Population Promotions Program Enablers and Infrastructure Included • 900 Customer Support • 24x7 Online Scheduling System • Online Medical Management & Tracking System • Clinic Best Practices Sharing • Clinic Inventory Management (supplies, medications, etc.) • Ph ysician Recruiting • Medical Assistant Recruiting • Physician Management • Medical Assistant Management • Analysis, Trends, Reporting & Survey Results "SCOPE OF OCCUPATIONALIWORK COMPENSATION HEALTH SERVICES" The following services are provided in additi on to the "PE Care Medical Services." Employer a es that CBMHere will cote these services — separately from "Primary Care Medical Services" and are provided at an additional cost Treatment of all OJI/work related Job injuries If selected as provider from the panel (if required), treat acute and chronic work related injuries. If outside physician is selected, coordinate and monitor process Medical Surveillance ' Hearing - Administration and performance of audiometric exam, STS review, work relationship determination and report/documentation, including employee notification letters. • Respiratory - Administer all medical elements of respiratory protection program including spircmetry tesdng/PF'T for employees required to wear a respirator. • Mobile Equipment Exams - Conduct medical history review, vision testing, and medical exam for employees required to operate mobile equipment; fork truck physicals • Drug Screen/Alcohol -Collect pre - employment hair testing samples, urine for random and reasonable suspicion; breathalyzer for alcohol. Administer random selection program and post rehabilitation random testing. Provide MRO and reporting services. Exams Pre Employment - Coordinating/conducting physicals, drug screening, functional capacity testing, medical history, audiometric testing, biometrics, etc. • Executive - Administer standardized program through local provider for eligible executive employees. • Ergos - Assist with fitness evaluations using on -site evaluation equipment if available • Fitness for Duty - Conduct fitness for duty exams for both work related cases and for employees: returning from personal medical leave. • FCE - Contract with physical therapy vendor to conduct FCE's as requested by a treating physician. • DOTICDL exams Coordinate UWE/FFD Program Make medically sound recommendations to have employees independently evaluated for overall fitness for duty. Employee Medical Management Conduct meetings with employees who have had numerous medical concerns On -Site Case Management Services Shall include the following: • Assist in identifying work related injuries • Evaluate, Treat, Monitor and Manage work related injuries • Promptly refer to specialist as needed for consultative diagnosis, treatment and/or prognosis of an injury or disease • Expedite tracking and receiving reports from outside medical appointments • Monitor and gatekeep current workers comp cases • Assist in the development of a Managed Care Referral Network for work compensation cases, if requested • Maintain close communication with Workers Comp TPA • Facilitate, from a medical perspective, in the settlement or closing of any workers compensation cases Laboratory Services Per physician order or for screening programs. Inoculation and Foreign Travel Provide and Administer inoculations and prescriptions for foreign travel and work place exposures as requested and approved by the Employer. Physician Panel Participate in the selection/removal of community physicians for our panel. Also maintain the panel documentation, if applicable. Outside Physician interface Interact with physicians regarding any medical issues of concern; Contract with Physical Therapy Company for on -site services, EA.P Interface Providers recommend and assist employees in voluntary or management in mandatory referrals as appropriate Governmental Regulations and Compliance Ensure compliance with all applicable medical and government regulations for CLIA, OSHA, DOT, and Bloodborne Pathogen training, Job Reviews Conduct medical job reviews as needed to assist in making recordability decisions Team Work-Place Evaluations Participate on a team that conducts daily workplace reviews to identify safety and/or ergonomic risk factors Urgent Care Response (Industria"lant Setting) Respond to any on -site emergencies and track and report through return to work Medical Information System Training/Upkeep Maintain a real time system of case tracking and documentation Assist in and/or the Management of OSHA 300 and 301 recordkeeping 1:11: SAMPLE EXAM ROOM SETUP MEDICAL SUPPLIES AND EQUIPMENT Below is a list that illustrates items that may be required by the Medical Professional to deliver Medical Services in accordance with the Agreement. .