884-North Seminole Family Practice 2006-07
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CITY OF SANFORD AGREEMENT FOR PHYSICIAN
SERVICES (SOLICITATION NUMBER: RFP 05/06-20)
WITH NORTH SEMINOLE FAMILY PRACTICE
THIS AGREEMENT made and entered into the 1 st
, 2006 by and between the:
day of October
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
A Florida municipal corporation hereinafter referred to as the "CITY" and:
North Seminole Family Practice Associates, P.A.
2209 French Ave.
Sanford, Florida 32771
a medical doctor/physician and a Florida corporation, licensed as a professional in the
State of Florida, hereinafter referred to as the "PHYSICIAN".
The CITY and the PHYSICIAN are collectively referred to herein as the parties
WITNESSETH:
WHEREAS, the CITY desires to retain the PHYSICIAN for the work identified in
the specifications outlined as set forth in this Agreement; and
WHEREAS, the CITY desires to retain the PHYSICIAN to furnish services and
perform those tasks outlined above, and generally described in Section 2, and made
part hereof.
WHEREAS, the CITY desires to employ the PHYSICIAN for medical services
with the CITY upon the terms and conditions hereinafter set forth, and the PHYSICIAN
is desirous of performing such services upon said terms and conditions; and
WHEREAS, the PHYSICIAN hereby warrants and represents to the CITY that it
is competent and otherwise able to provide professional services to the CITY; and
WHEREAS, all submissions submitted to and by the PHYSICIAN in the
bid/solicitation materials relating to the CITY are hereby incorporated herein to the
extent not inconsistent with the terms and conditions as set forth herein; and
WHEREAS, the PHYSICIAN desires to provide medical services to the CITY as
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an independent PHYSICIAN.
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: GENERAL
1.1 The term "PHYSICIAN" as used in this Agreement is hereby defined herein to
include all principals of the PHYSICIAN including, but not limited to, full time employees,
professional or otherwise, and all other, agents, employees of the PHYSICIAN.
1.2 The PHYSICIAN acknowledges that the CITY may retain other service providers
to provide the same services for CITY projects. The PHYSICIAN acknowledges that the
CITY, at the CITY's option, may request proposals from the PHYSICIAN and the other
service providers for CITY projects. The CITY reserves the right to select which service
provider shall provide services for the CITY's projects.
1.3 The PHYSICIAN agrees to provide and ensure coordination between service
providers.
1.4 The recitals herein are true and correct and form and constitute a material part
of this Agreement upon which the parties have relied.
1.5 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.
1.6 Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreement. The parties covenant and agree that they shall diligently
and expeditiously pursue their respective obligations as set forth in this Agreement.
SECTION 2: SCOPE OF SERVICES
2.1 The PHYSICIAN shall diligently and in a professional and timely manner perform
the following work:
A. Medical Services associated with work related injuries are defined by and
shall be in compliance with Chapter 440, Florida Statutes.
B. The PHYSICIAN shall be the Medical Care Coordinator (MCC) who shall be
the primary care provider within a provider network who is responsible for managing the
medical care of injured workers including, but not limited to, referrals for types of
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specialists or treatments to which the injured employee will be referred for evaluation or
treatment.
C. As MCC, the PHYSICIAN may be required by the CITY or the CITY's Third
Party Claims Administrator (TPA) to intercede or communicate, consult,
teleconference, etc., with providers to whom the MCC or each Primary Care Providers
(PCP) may have referred an injured employee. Activities may also involve a review of
medical files of any and all providers that may provide care to the injured employees.
D. As MCC, the PHYSICIAN shall be the PCP for all work related injuries
unless the MCC refers the injured employee to a type of specialist within the CITY's
provider network. All referrals shall first be made to the CITY's TPA for authorization.
Even with this referral, the PHYSICIAN still remains the MCC on the work related injury.
Once such a referral is made and the injured employee begins to be treated by a
specialist, employee is not to return to the PCP without TPA or CITY approval. Any
such visits would be deemed unauthorized and not reimbursable to the PCP.
E. The PHYSICIAN understands that the CITY has an active Transitional
Duty Program for those employees that have a work related injury, but have been
determined to be able to work only a modified duty in lieu of full or regular duty for a
specified period of time. The PHYSICIAN understands only a very small number of
injured employees have injuries that would prevent the employee from returning to work
to at least Transitional or Light Duty.
F. The PHYSICIAN understands that that by placing an employee Out-of-
Work (OOW) for any period of time for a work related injury that the employee is to be
determined Totally Disabled, either temporarily or permanently. A full written
explanation for the reason the employee has been determined to be Totally Disabled
shall be provided by the PHYSICIAN to the CITY.
G. The PHYSICIAN shall work harmoniously and in tandem with the CITY's
TPA and the CITY. All referrals by the MCC for other providers or treatment will be
presented to the TPA for authorization.
H. The PHYSICIAN understands that the State of Florida has a Workers
Compensation Fee Schedule and agrees no fees will exceed that fee schedule, but the
CITY may enjoy further reductions in fees if mutually agreed upon through various
means including, but not limited to, Preferred Provider Discounts.
I. The PHYSICIAN agrees, at the CITY's option, to have scheduled
meetings with the CITY to discuss current claims or other employee work related injury
issues at least three times per year. Each meeting will be at least one (1) hour in
duration, but no more than two (2) hours in duration. The CITY will pay the PHYSICIAN
a pre-determined, mutually agreed fee to attend such meetings.
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J. The PHYSICIAN understands that all referrals must be for providers within
the CITY's Network of Providers as provided by the CITY's TPA under the CITY's
Managed Care Arrangement.
K. The PHYSICIAN understands that all initial treatments for service to CITY
employees regarding a work related injury must first be approved by the CITY,
otherwise treatment costs, expenses, fees, etc., will not be reimbursed. The CITY will
only reimburse providers for authorized initial treatments for service to CITY employees
regarding a work related injury. Authorization for initial treatment for service to CITY
employees regarding a work related injury must be obtained from the CITY's TPA, Risk
Manager or his/her designee, but if the Risk Manager is not available to provide
authorization, supervisory personnel within that employee's Department may provide
authorization.
L. The PHYSICIAN shall provide a Duty Status Report after each and every
work related injury visit by CITY employees. This shall be faxed to the CITY's Risk
Manager at 407-330-5622 immediately after an employee visits the PHYSICIAN.
M. The PHYSICIAN shall immediately report any unusual activity, statements,
etc. by an injured CITY employee as well as the cause of injury that contradicts the
original statement as to claim cause.
N. The PHYSICIAN shall address causality of employee work related injuries,
i.e. occupational, as opposed to, personal medical condition/injury.
O. The PHYSICIAN understands that all invoices for services rendered will
be submitted on proper form and in timely manner to the CITY's TPA, not the CITY.
P. The PHYSICIAN shall provide and maintain documentation applicable to
all patients treated under this Agreement.
2.2 The PHYSICIAN shall diligently and in a professional and timely manner perform
all work included in accordance with the terms and conditions of this Agreement.
2.3 Unless modified in writing by the parties hereto, the duties of the PHYSICIAN
shall not be construed to exceed services pertaining to this Agreement.
2.4 The PHYSICIAN agrees to perform required services for the CITY in accordance
with all local requirements and any and all requirements of law. The PHYSICIAN is fully
familiar with any and all requisite work conditions.
2.5 "SCOPE OF SERVICES"
Services to be performed under the provisions of this Agreement, as defined generally
in this Section, shall be commenced upon the execution of this Agreement in
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accordance with its terms.
2.6 PHYSICIAN UNDERSTANDING OF WORK
Execution of this Agreement by the PHYSICIAN is a representation that the PHYSICIAN
is familiar with the work to be performed and with local conditions. The PHYSICIAN
shall make no claim for additional time or money based upon its failure to comply with
this Agreement. The PHYSICIAN has informed the CITY, and hereby represents to the
CITY, that it has extensive experience in performing work similar to the work described
in this Agreement and the requirements of laws, ordinance, rules, regulations relating
thereto.
SECTION 3: PHYSICIAN RESPONSIBILITIES
3.1 The PHYSICIAN shall be responsible for the professional quality, accepted
standards, technical accuracy and the coordination of all services furnished by the
PHYSICIAN under this Agreement as well as the conduct of its staff, personnel,
employees and agents. The PHYSICIAN shall work closely with the CITY on all
aspects of the work and services.
3.2 Neither the CITY review, approval or acceptance of, nor payment for, any of the
services required shall be construed to operate as a waiver of any rights under this
Agreement or of any cause of action arising out of the performance of this Agreement
and the PHYSICIAN shall be and remain liable to the CITY in accordance with
applicable law for all damages to the CITY caused by the PHYSICIAN's negligent
performance or failure to perform any of the services furnished under this Agreement.
3.3 The rights and remedies of the CITY, provided for under this Agreement, are in
addition to any other rights and remedies provided by law.
3.4 Time is of the essence in the performance of all services provided by the
PHYSICIAN under the terms of this Agreement.
SECTION 4: CITY RIGHTS AND RESPONSIBILITIES
The CITY shall provide the services described below in a timely fashion at no cost to the
PHYSICIAN.
4.1 The CITY shall furnish a CITY official representative, as appointed by the
designated representative, to administer, review and coordinate work under this
Agreement.
4.2 The CITY shall transmit instructions, relevant information, and provide
interpretation and definition of CITY policies and decisions with respect to any and all
materials and other matters pertinent to the work covered by this Agreement.
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4.3 The rights and remedies of the CITY provided for under this Agreement are in
addition to any other rights and remedies provided by law; the CITY may assert its right
of recovery by any appropriate means including, but not limited to, set-off, suit,
withholding, recoupment, or counterclaim, either during or after performance of this
Agreement.
4.4 The CITY shall be entitled to recover any and all legal costs including, but not
limited to, attorney fees and other legal costs that it may incur in any legal actions it may
pursue in the enforcement of the terms and conditions of this Agreement or the
responsibilities of the PHYSICIAN in carrying out the duties and responsibilities deriving
from this Agreement.
4.5 The failure of the CITY to insist in any instance upon the strict performance of
any provision of this Agreement, or to exercise any right or privilege granted to the CITY
hereunder shall not constitute or be construed as a waiver of any such provision or right
and the same shall continue in force.
SECTION 5: COMPENSATION
5.1 GENERAL
Compensation to the PHYSICIAN for services performed for the CITY: see SECTION
2.1.H and 2.1.0.
5.2 INVOICE PROCESS
See SECTION 5.1
SECTION 6: WORK COMMENCEMENT/IMPLEMENTATION SCHEDULE/LENGTH
OF AGREEMENT
6.1 WORK COMMENCEMENT
The PHYSICIAN shall commence work as described in this Agreement immediately
upon execution of this Agreement.
6.2 IMPLEMENTATION SCHEDULE
The PHYSICIAN and the CITY agree to make every effort to adhere to the schedules
established.
6.3 LENGTH OF AGREEMENT
The initial term of this Agreement shall be for a period of one (1) year, but may be
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renewed by the CITY for successive additional periods of one (1) year each. Renewals
shall be implemented by written extensions to this Agreement.
SECTION 7: DESIGNATED REPRESENTATIVES
7.1 GENERAL
The CITY designates the City Manager or his designated representative, to represent
the CITY in all matters pertaining to and arising from the work and the performance of
this Agreement.
7 .2 DESIGNATED REPRESENTATIVES
Until further notice from the City Manager, the designated representative for this
Agreement is:
(A) For the CITY:
Fred Fosson, Risk Manager
City of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: (407) 330-5617
Facsimile Number: (407) 330-5622
Email Address:fossonf@ci.sanfordJl.us
(8) For the PHYSICIAN: Until further notice from the PHYSICIAN, the
PHYSICIAN designated representative is:
Harvey Schefsky
2209 French Ave.
Sanford, Florida 32771
Telephone Number: 407-321-4230
Facsimile Number: 407-324-7642
Email Address: dmccabe@nsfp.org
SECTION 8: CHANGES IN SCOPE OF SERVICES
The CITY or the PHYSICIAN may request changes in the Scope of Services. Such
changes, including any increase or decrease in the amount of the PHYSICIAN
compensation, which are mutually agreed upon by and between the CITY and the
PHYSICIAN, shall be incorporated in writing. Agreement on and execution of any
change shall constitute a final settlement and a full accord and satisfaction of all matters
relating to the change and to the impact of the change on unchanged work including,
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but not limited to, all direct and indirect costs of whatever nature, and all adjustments to
the PHYSICIAN schedule.
SECTION 9: TERMINATION/SUSPENSION OF AGREEMENT
9.1 TERMINATION BY THE CITY FOR CONVENIENCE OR FOR CAUSE
The CITY may terminate this Agreement for convenience at any time or this Agreement
for anyone (1) or more of the reasons as follows:
(1). If, in the CITY's opinion, adequate progress is not being made by
the PHYSICIAN due to the PHYSICIAN's failure to perform, however, failure to perform
does not include delay by the PHYSICIAN 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 actions or inactions of the PHYSICIAN
and beyond the PHYSICIAN's control, or by delay authorized by the CITY pending a
decision, or by any cause which the CITY shall decide to justify the delay; or
(2). If, in the CITY's opinion, the quality of the services provided by the
PHYSICIAN is/are not in conformance with commonly accepted professional standards,
standards of the CITY, and the requirements of Federal and/or State regulatory
agencies, and the PHYSICIAN has not corrected such deficiencies in a timely manner
as reasonably determined by the CITY; or
(3). If the PHYSICIAN or any principal officer of the PHYSICIAN is
indicted or has a direct charge issued against him for any crime arising out of or in
conjunction with any work that has been performed by the PHYSICIAN; or
(4). If the PHYSICIAN becomes involved in either voluntary or
involuntary bankruptcy proceedings, or makes an assignment for the benefit of
creditors; or
(5). If the PHYSICIAN violates the Standards of Conduct provisions
herein or any provision of Federal, State or local law or any provision of the CITY's
Code of Conduct.
(b). In the event of any of the causes described in this Section, the CITY's
designated representative may send a certified letter to the PHYSICIAN requesting that
the PHYSICIAN show cause why the Agreement should not be terminated. If
assurance satisfactory to the CITY of corrective measures to be made within a
reasonable time is not given to the CITY within seven (7) calendar days of the date of
the letter, the CITY may consider the PHYSICIAN to be in default, and may then
immediately terminate this Agreement.
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9.2 TERMINATION BY PHYSICIAN FOR CAUSE
The PHYSICIAN may cancel this Agreement, subject to the provisions of Sections
9.2.3, if:
9.2.1 The CITY materially fails to meet its obligations and responsibilities as contained
in the CITY's Rights and Responsibilities; or
9.2.2 The CITY fails to pay the PHYSICIAN in accordance with this Agreement.
9.2.3 In the event of either of the causes described in Subsections 9.2.1 or 9.2.2, the
PHYSICIAN shall send a certified letter requesting that the CITY show cause why the
Agreement should not be terminated. If adequate assurances are not given to the
PHYSICIAN within fifteen (15) days of the receipt by the CITY of said show cause
notice, then the PHYSICIAN may consider the CITY to be in default, and may terminate
this Agreement with a sixty (60) day written notice to the CITY's designated
representative.
9.3 PAYMENT IN THE EVENT OF TERMINATION
In the event this Agreement is terminated or canceled prior to final completion without
cause, payment for the unpaid portion of the services and reasonable costs of closures
of the Agreement, provided by the PHYSICIAN to the date of termination and any
additional services thereafter will be determined by negotiation between the CITY and
the PHYSICIAN.
9.5 ACTION FOllOWING TERMINATION
9.5.1 Upon receipt of notice of termination, given by either party, the terminated party
shall promptly discontinue all services and other work, unless the notice provides
otherwise.
9.5.2 In the case of the CITY terminating the PHYSICIAN, the PHYSICIAN shall, within
ten (10) calendar days, or any extensions as approved by the CITY Designated
Representative, deliver to the CITY all work product, data, documents, and other
documents that have been obtained or prepared by the PHYSICIAN or at its direction in
performing the services under this Agreement, regardless of whether the work on such
documents has been completed or is in progress.
9.6 SUSPENSION
9.6.1 The performance of the PHYSICIAN service under any work under this
Agreement may be suspended by the CITY at any time. In the event the CITY
suspends the performance of the PHYSICIAN services hereunder, the CITY shall so
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notify the PHYSICIAN in writing, such suspension becoming effective within seven (7)
days from the date of mailing, and the CITY's TPA shall pay to the PHYSICIAN for all
services rendered by PHYSICIAN to that point in time, following Chapter 440, Florida
Statutes. The CITY shall thereafter have no further obligation for payment to the
PHYSICIAN for the suspended services unless and until the CITY designated
representative notifies the PHYSICIAN in writing that the services of the PHYSICIAN
called for hereunder are to be resumed.
Upon receipt of written notice from the CITY that the PHYSICIAN's services hereunder
are to be resumed, the PHYSICIAN shall complete the services of the PHYSICIAN
called for in the original work and the PHYSICIAN may, in that event, be entitled to
payment of the remaining unpaid compensation subject to the terms and conditions of
this Agreement, but also subject to any deductions due to costs incurred by the CITY
due to the suspension, if any, and if the cause of the suspension is attributable to the
PHYSICIAN.
SECTION 10: EQUAL OPPORTUNITY EMPLOYMENT/NON DISCRIMINATION
The PHYSICIAN agrees that it will not discriminate against any employee or applicant
for employment for work under this Agreement because of race, color, religion, sex,
age, national origin or disability and will take affirmative steps to insure that applicants
are employed and employees are treated during employment without regard to race,
color, religion, sex, age, national origin or disability. This provision shall include, but not
be limited to, the following: employment, upgrading, demotion or transfer; recruitment
advertising; layoff or termination; rates of payor their forms or compensation; and
selection for training, including apprenticeship. The PHYSICIAN, moreover, shall
comply with all the requirements as imposed by the Americans with Disability Act, the
regulations of the Federal government issued thereunder, and any and all requirements
of State law related thereto.
SECTION 11: INDEMNITY AND INSURANCE
11.1 GENERAL
11.1.1 To the fullest extent permitted by law, the PHYSICIAN shall indemnify, hold
harmless and defend the CITY, its agents, servants, and employees, or any of them,
from and against 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 cost incurred for expert witness testimony, arising
out of or resulting from the performance of services required under this Agreement,
provided that same is caused in whole or part by the error, omission, negligent act,
conduct, or misconduct of the PHYSICIAN, its agents, servants, employees, or
consultants, in accordance with Section 725.06, Florida Statutes, adequate
consideration has been provided to the PHYSICIAN for this obligation, the receipt and
sufficiency of which is hereby specifically acknowledged. Nothing herein shall be
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deemed to affect the rights, privileges, and immunities of the CITY as set forth in
Section 768.28, Florida Statutes. In claims against any person or entity indemnified
under this Section by an employee of the PHYSICIAN or its agents or consultant,
anyone directly or indirectly employed by them or anyone for whose acts they may be
liable, the indemnification obligation under this Subsection shall not be limited by a
limitation on amount or type of damages, compensation or benefits payable by or for the
PHYSICIAN or its agents or consultant, under Workers Compensation acts, disability
benefits acts, or other employee benefit acts.
11.1.2 The execution of this Agreement by the PHYSICIAN shall obligate the
PHYSICIAN to comply with the indemnification provision in this Agreement; however,
the PHYSICIAN must also comply with the provisions of this Agreement relating to
insurance coverages.
11.2 INSURANCE
The PHYSICIAN shall obtain or possess and continuously maintain the following
insurance coverage, from a company or companies, with a Best Rating of A- or better,
authorized to do business in the State of Florida, unless permitted otherwise by the
CITY:
Worker Compensation: The PHYSICIAN shall provide Worker Compensation for all of
their employees. The limits will be statutory limits for Worker Compensation.
Comprehensive General Liabilitv: The PHYSICIAN shall provide coverage for all
operations including, but not limited to, Contractual, Products and Complete Operations
and Personal Injury. The limits will not be less than $1,000,000 CSL or its equivalent per
occurrence and $2,000,000 aggregate.
Professional Liabilitv: The PHYSICIAN shall provide professional liability insurance as
well as errors and omission insurance in a minimum amount of $1,000,000 CSL or its
equivalent per occurrence and $2,000,000 aggregate.
All insurance other than Worker Compensation and Professional Liability to be
maintained by the PHYSICIAN shall specifically include the CITY as an additional
insured.
The PHYSICIAN shall provide Certificates of Insurance to the CITY, evidencing such
insurance, prior to the issuance of this Agreement from the CITY. These Certificates of
Insurance shall become part of this Agreement. The CITY shall be named as an
additional insured on the PHYSICIAN's general liability insurance.
The insurance coverage shall contain a provision that requires that prior to any changes
in the coverage, except increases in aggregate coverage, thirty (30) days prior notice
will be given to the CITY by submission of a new Certificate of Insurance.
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The PHYSICIAN shall furnish Certificate of Insurance directly to the CITY Designated
Representative. The certificates shall clearly indicate that the PHYSICIAN has obtained
insurance of the type, amount and classification required by these provisions.
11.3 Nothing in this Agreement or any action relating to this Agreement shall be
construed as the CITY waiver of sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes.
11.4 The CITY shall not be obligated or liable under the terms of this Agreement to
any party other than the PHYSICIAN. There are no third party beneficiaries to this
Agreement.
SECTION 12: STANDARDS OF CONDUCT
12.1 The PHYSICIAN warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the PHYSICIAN, to solicit or
secure this Agreement and that the PHYSICIAN has not paid or agreed to pay any
person, company, corporation, individual or firm other than a bona fide employee
working solely for the PHYSICIAN, any fee, commission, percentage, gift, or any other
consideration, contingent upon or resulting from the award of making this Agreement.
12.2 The PHYSICIAN shall not discriminate on the grounds of race, color, religion,
sex, or national origin in the performance of work under this Agreement.
12.3 The PHYSICIAN hereby certifies that no undisclosed conflict of interest exists
with respect to the present Agreement, including, but not limited to, any conflicts that
may be due to representation of other clients, other contractual relationships of the
PHYSICIAN, or any interest in property that the PHYSICIAN may have. The
PHYSICIAN further certifies that any conflict of interest that arises during the term of
this Agreement will be immediately disclosed in writing to the CITY. Violation of this
Section will be considered as justification for immediate termination of this Agreement.
12.4 If the CITY determines that any employee or representative of the PHYSICIAN is
not satisfactorily performing his assigned duties or is demonstrating improper conduct
pursuant to any assignment under this Agreement, the CITY shall so notify the
PHYSICIAN, in writing. The PHYSICIAN shall immediately remove such employee or
representative of the PHYSICIAN from such assignment.
12.5 The PHYSICIAN shall not publish any documents or release information
regarding this Agreement to the media without prior approval of the CITY.
12.6 The PHYSICIAN shall certify, upon request by the CITY, that the PHYSICIAN
maintains a drug free workplace policy in accordance with Section 287.0878, Florida
Statutes. Failure to submit this certification may result in termination.
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12.7 If the PHYSICIAN or an affiliate is placed on the convicted vendor list following a
conviction for a public entity crime, such action may result in termination by the CITY.
The PHYSICIAN shall provide a certification of compliance regarding the public crime
requirements set forth in State law upon request by the CITY.
12.8 The CITY reserves the right to unilaterally terminate this Agreement if the
PHYSICIAN refuses to allow public access to all documents, papers, letters, or other
materials subject to provisions of Chapter 119, Florida Statutes, and other applicable
law and made or received by the PHYSICIAN in conjunction with this Agreement.
12.9 The PHYSICIAN shall comply with the requirements of the Americans with
Disabilities Act (ADA), Public Law (P.L.) 101-336, which prohibits discrimination by
public and private entities on the basis of disability.
12.10 The CITY will not intentionally award publicly-funded contracts to any
PHYSICIAN who knowingly employs unauthorized alien workers, constituting a violation
of the employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e)
of the Immigration and Nationally Act (INA). The CITY shall consider the employment
by the PHYSICIAN of unauthorized aliens, a violation of Section 274A (e) of the INA.
Such violation by the PHYSICIAN of the employment provisions contained in Section
274A (e) of the INA shall be grounds for unilateral cancellation of this Agreement by the
CITY.
12.11 The PHYSICIAN agrees to comply with Federal, State, and local environmental,
health, and safety laws and regulations applicable to the work the PHYSICIAN agrees
that any program or initiative involving the work that could adversely affect personnel
involved, any residents, users and neighbors and the surrounding environment will
ensure compliance with any and all employment safety, environmental and health laws,
rules and regulations.
SECTION 13: ACCESS TO RECORDS/AUDIT
13.1 The PHYSICIAN shall maintain books, records, documents, time and costs
accounts and other evidence directly related to its performance of services under this
Agreement. All time records and cost data shall be maintained in accordance with
generally accepted accounting principles.
13.2 The PHYSICIAN shall maintain and allow access to the records required under
this Section for a period of five (5) years after the completion of the services provided
under this Agreement and date of final payment for said services, or date of termination
of this Agreement.
13.3 The CITY may perform, or cause to have performed, an audit of the records of
the PHYSICIAN. This audit shall be performed at a time mutually agreeable to the
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PHYSICIAN and the CITY subsequent to the close of the final fiscal period in which the
last Work is performed. Total compensation to the PHYSICIAN may be determined
subsequent to an audit as provided for in this Section, and the total compensation so
determined shall be used to calculate final payment to the PHYSICIAN. Conduct of this
audit shall not delay final payment as required by this Section.
13.4 In addition to the above, if Federal, State, County, or other entity funds are used
for any Work under this Agreement, the Comptroller General of the United States or of
the State of Florida or of the County of Seminole, or any representatives, shall have
access to any books, documents, papers, and records of the PHYSICIAN which are
directly pertinent to work performed under this Agreement for purposes of making audit,
examination, excerpts, and transcriptions.
13.5 In the event of any audit or inspection conducted reveals any overpayment by the
CITY under the terms of the Agreement, the PHYSICIAN shall refund such
overpayment to the CITY within thirty (30) days of notice by the CITY of the request for
the refund.
13.6 The PHYSICIAN agrees to fully comply with all State laws relating to public
records.
SECTION 14: CODES AND DESIGN STANDARDS
14.1 All the services to be performed by the PHYSICIAN shall in the minimum be in
conformance with commonly accepted professional codes and standards, standards of
the CITY, and the regulations of any Federal and/or State and/or regulatory agencies.
14.2 The PHYSICIAN shall be responsible for keeping apprised of any changing
codes or regulations, which regulations must be applied to be performed under this
Agreement.
SECTION 15: ASSIGNABILITY
The PHYSICIAN shall not sublet, assign or transfer any interest in or work under this
Agreement, Claims for the money due or to become due, may be assigned to a bank,
trust company, or other financial institution without such CITY approval however notice
of such assignment or transfer shall be furnished promptly to the CITY.
SECTION 16: CONSULTANTS
If the PHYSICIAN desires to employ a consultant in connection with the performance of
its services hereunder:
16.1 Any proposed consultant shall be submitted to the CITY for written approval prior
to the PHYSICIAN entering into a subcontract. Consultant information shall include, but
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not be limited to, State registrations, business address, occupational license tax proof of
payment, and insurance certifications.
16.2 The PHYSICIAN shall coordinate the services and work product of any CITY
approved consultant, and remain fully responsible under the terms of this Agreement.
16.3 Any subcontract shall be in writing and shall incorporate this Agreement and
require the or consultant to assume performance of the PHYSICIAN duties
commensurately with the PHYSICIAN's duties to the CITY under this Agreement, it
being understood that nothing herein shall in any way relieve the PHYSICIAN from any
of its duties under this Agreement. The PHYSICIAN shall provide the CITY with copies
of all subcontracts.
16.4 The PHYSICIAN shall reasonably cooperate at all times with the CITY and other
CITY contractors, consultants and professionals.
SECTION 17: CONTROLLING LAWSNENUE/INTERPRET A TION
This Agreement is to be governed by the laws of the State of Florida. Venue for any
legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit
Court in and for Seminole County, Florida. This Agreement is the result of bona fide
arms length negotiations between the CITY and the PHYSICIAN and all parties have
contributed substantially and materially to the preparation of the Contract. Accordingly,
this Agreement shall not be construed or interpreted more strictly against anyone party
than against any other party.
SECTION 18: FORCE MAJEURE
Neither party shall be considered in default in performance of its obligations hereunder
to the extent that performance of such obligations, or any of them, is delayed or
prevented by Force Majeure. Force Majeure shall include, but not be limited to,
hostility, revolution, civil commotion, terrorism, strike, epidemic, fire, flood, wind,
earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of
government, or any act of God or any cause whether of the same or different nature,
existing or future; provided that the cause whether or not enumerated in this Section is
beyond the control and without the fault or negligence of the party seeking relief under
this Section.
SECTION 19: EXTENT OF AGREEMENT
This Agreement constitutes the entire Agreement between the CITY and the
PHYSICIAN and supersedes all prior written or oral understandings in connection
therewith. This Agreement may only be amended, supplemented or modified by a
formal written amendment. Any alterations, amendments, deletions, or waivers of the
provisions of this Agreement shall be valid only when expressed in writing and duly
15
writing and duly signed by the parties.
SECTION 20: NOTICES
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. For the present, the parties designate
the following as the representative places for giving of notice, to-wit:
(A) For the CITY:
Fred W. Fosson
City of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: (407) 330-5600
Facsimile Number: (407) 330-5622
Email Address:fossonf@cLsanford.fl.us
(8) For the PHYSICIAN:
Harvey Schefsky, M.D.
2209 French Ave.
Sanford, Florida 32771
Telephone Number: 407-321-4230
Facsimile Number: 407-324-7642
Email Address:
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 PHYSICIAN agrees not to claim any waiver by the 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
PHYSICIAN to comply with the express written notice requirements herein. Computer
notification (e-mails and message boards) do not constitute proper written notice under
the terms of the Agreement.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the respective dates under each signature: the CITY through its City
Council taking action on the _ day of, 2006, and the PHYSICIAN signing by and
through its duly authorized corporate officer having the full and complete authority to
execute same.
16
ATTEST:
PHYSICIAN
j)hu~ ;/JJ2 tz~
Witness
~ ~n
.~ S/lJ>L
. Quinn, Sole Corporate Officer
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Date:
ATTEST:
CITY OF SANFORD
;;?~ggj,erty,i
Date:~'i11A-/lq ;;207[0
BY: ~~ ...... ~"" ·
Linda Ku
Mayor .
-
For use and reliance of the
Sanford City Commission only.
Approved as to form and legality.
Is/W~L.~
William L. Colbert
_r