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
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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. .