884-North Seminole Family Practice
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CITY OF SANFORD AGREEMENT
FOR CITY OF SANFORD AGREEMENT
PHYSICIAN SERVICES - SOLICITATION NUMBER: RFP 05/06-22
THIS AGREEMENT made and entered into the 14th day of Februarv, 2008 by
and between the:
City of Sanford /0
300 North Park Avenue
Sanford, Florida 32771
A Florida municipal corporation hereinafter referred to as the "CITY" and:
North Seminole Familv Practice
2209 S. French Avenue
Sanford. Florida 32771
a medical doctor/physician, 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, as subsequently specifically set out in Work Orders to be issued under this
Agreement; and
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 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 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 as set forth in this Agreement and each Work Order.
SECTION 2: SCOPE OF SERVICES
2.1 The PHYSICIAN shall diligently and in a professional and timely manner perform
the work generally described by Exhibit A with Exhibit B providing fee information.
2,2 The PHYSICIAN shall diligently and in a professional and timely manner perform
all other work included in each Work Order issued 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 WORK ORDERS/"SCOPE OF SERVICES"
A. 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 accordance with its terms,
B. Also, services to be performed by the PHYSICIAN to the CITY, as defined
generally in this Section, shall be authorized in written Work Orders issued by the CITY
on a form provided by the CITY. Work Orders executed by the CITY shall include a
detailed project description with an anticipated completion schedule, The PHYSICIAN
shall review Work Orders and notify the CITY in writing of inadequacies for CITY
correction, if warranted,
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 to be identified in the Work Orders and the requirements of laws,
ordinance, rules, regulations relating thereto,
2,7 CHANGE ORDERS
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 work
authorized, compensation, and methods of compensation. 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 work to be undertaken, Such supplemental instructions or
provisions shall not be construed as a modification of this Agreement. 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 and to
the impact of the change on unchanged work, including all direct and indirect costs of
whatever nature, and all adjustments to the PHYSICIAN schedule.
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 and each and every Work Order.
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.
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 shall be as set
forth in Exhibit "A" to this Agreement.
5.2 INVOICE PROCESS
Invoices, which are in an acceptable form to the CITY and without disputable items,
which are received by the CITY, will be processed within thirty (30) days of receipt by
the CITY. The PHYSICIAN will be notified of any disputable items contained in invoices
submitted by the PHYSICIAN within fifteen (15) days of receipt by the CITY with an
explanation of the deficiencies. The CITY and the PHYSICIAN will make every effort to
resolve all disputable items contained in the PHYSICIAN's invoices. Approved revised
invoices received by the CITY will be processed for payment within thirty (30) days of
receipt by the CITY, Each invoice shall reference this Agreement, the appropriate Work
Order and Change Order if applicable, and billing period. The Florida Prompt Payment
Act shall apply when applicable. A billing period represents the dates in which the
PHYSICIAN completed work referenced in an invoice. Invoices are to be forwarded
directly to:
Finance Department
City Of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
SECTION 6: WORK COMMENCEMENT/IMPLEMENTATION SCHEDULEILENGTH
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
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 W. Fosson, Interim HR Director
City of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: (407) 330-5626
Facsimile Number: (407) 330-5622
Email Address: fossonf@sanfordfl.gov
(B) For the PHYSICIAN: Until further notice from the PHYSICIAN, the
PHYSICIAN designated representative is:
-
, Florida
Telephone Number: \...\c>,-3a.1- 4230
Facsimile Number: ~Ol- 3~'\-/loY"2.
Email Address: c\. ~hl' G f'\SFP.o r;:)
SECTION 8: CHANGES IN SCOPE OF SERVICES
The CITY or the PHYSICIAN may request changes in the Scope of Services of a Work
Order, Such changes, including any increase or decrease in the amount of the
PHYSICIAN compensation for any Work Order, which are mutually agreed upon by and
between the CITY and the PHYSICIAN, shall be incorporated by written Change Order
to the Work Order. Agreement 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
and to the impact of the change on unchanged work including, but not limited to, all
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direct and indirect costs of whatever nature, and all adjustments to the PHYSICIAN
schedule.
SECTION 9: TERMINA TIONISUSPENSION OF AGREEMENT
9.1 TERMINATION BY THE CITY FOR CONVENIENCE OR FOR CAUSE
The CITY may terminate this Agreement or any Work Order for convenience at any time
or this Agreement or any Work Order for anyone (1) or more of the reasons as follows:
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
immediately terminate this Agreement.
9.3PAYMENT IN THE EVENT OF TERMINATION
In the event this Agreement or any Work Order 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 and any Work Order, 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 or Work Order
under this Agreement may be suspended by the CITY at any time. I n the event the
CITY suspends the performance of the PHYSICIAN services hereunder, the CITY shall
so notify the PHYSICIAN in writing, such suspension becoming effective within seven
(7) days from the date of mailing, and the CITY shall pay to the PHYSICIAN within thirty
(30) days all compensation which has become due to and payable to the PHYSICIAN to
the effective date of such suspension. 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 or Work Order and the PHYSICIAN may, in that event, be
entitled to payment of the remaining unpaid compensation subject to the terms and
conditions of the Work Order and 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
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:
Worker Compensation: The PHYSICIAN shall provide Worker Compensation for all of
their employees. The limits will be statutory limits for Worker Compensation and
$1,000,000 Combined Single Limit (CSL) for Employer Liability.
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.
Comprehensive Automobile Liabilitv: The PHYSICIAN shall provide complete coverage
for owned and non-owned vehicles for limits not less than $1,000,000 CSL or its
equivalent.
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 the first Work Order under 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.
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.
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 RECORDSIAUDIT
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 before or after final payment to support final payment under any Work
Order issued hereunder. This audit shall be performed at a time mutually agreeable to
the 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 PHYSICIAf.J, 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 the Work Order 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: CONSUL T ANTS
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
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/INTERPRETATION
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, together with the Exhibit, 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 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:
Sherman Yehl,
City Manager
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407-330-5602
E-mail address: vehlr@ci.sanford,f1.us
With a copy to:
F, William Smith
Purchasing Manager
300 North Park Avenue
Sanford, Florida 32771
Telephone Number: 407-330-5613
E-mail address: smithb@ci,sanford.f1.us
(B) For the PHYSICIAN:
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Telephone Number: l..\O'l- 0;;1.\ - L\ 230
FAX Number L\c'l- ~Ot'1-,6,,\d-
E-mail 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 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, , and the PHYSICIAN signing by
and through its duly authorized corporate officer having the full and complete authority
to execute same.
ATTEST: PHYSICIAN
~~ By: /
Corporate ~ r
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Print Name and Title:
Printed Name and Title:
Date: L\ ,~\o~
ATTEST: CITY OF SANFORD
.
& ~
Date: s-- ~ - 08
For use and reliance of the
Sanford City Commission only.
Approved as to form and legality,
Is/ William L. Colbert
William L. Colbert
EXHIBIT A
GENERAL DESCRIPTION OF THE CONTEMPLATED SERVICES:
The following information about the city's requirements is for general medical
services are briefly outlined below. The physician(s) or medical providers who
have entered into an agreement with the City to provide said services shall be
referred to as "Contractor(s):"
(1) Performing-routine, pre-employment and fitness for duty
evaluations to determine the capability of performing the job
requirements for specific jobs with the City of Sanford. This shall
include determinations involving audiometric testing, vision and
other physical capabilities relative to the requirements stated in the
position description. Medical Evaluations for Firefighters must
meet NFP A standards.
(2) Conducting pre-employment law enforcement medical
examinations required by the Criminal Justice Standards and
Training Commission. In addition to the physical examination, an
electrocardiogram, a skin test for tuberculosis, and blood testing
which includes an analysis of blood cells and chemistry are
included.
(3) Providing for x-ray, EKG, Laboratory Service, or other
extraordinary medical service. If these services cannot be provided
directly by the physician. the physician must be able to coordinate
such services with charges for same billed to the physician and
subsequently billed to the City as outlined in Section V Billing
Procedure.
(4) Administer annual flu shots to City employees.
(5) Provide for Hepatitis Injection and Hepatitis Exclusionary Testing
for Police Officer and Firefighter applicants as a part of their pre-
employment medical certification.
(6) Provide for TB Exclusionary Testing for Police Officer and
Firefighter applicants as a part of their pre-employment medical
certification.
(7) Providing Pre-employment and fitness for duty evaluations within
five working days of making the appointment.
. North Seminole Family Practice
And Sports Medicine
2209 French Avenue
Sanford, Florida 32771
(407) 321-4230
March 31, 2008
City of Sanford
Personnel Department
I am writing to advise you of a fee increase for services provided effective March 31, 2008.
Based on the current consumer price index summary dated March 2008 there was a COLA of
4.5%, which has been reduced to 3% per our contract. I have applied this COLA to the current
pricing per our contract and have indicated below the new pricing. (Rounding has been applied
for easier implementation.)
Routine Pre-Employment and Fitness for Duty Evaluations $68.00
FDLE Lab Work $79.00
EKG's $69.00
Hepatitis Injection $81.00
Flu Shot Injection (more than COLA due to market price increase) $23.00
TB Exclusionary Testing $18.00
Hepatitis Exclusionary Testing $70.00
Audiometric Testing $42.00
Medical Clearance for Respirator Use $68.00
Lumbar Spine X-Ray w/Bending Views $184.00
If you have any questions regarding these changes, please feel free to contact me. As always, we
look forward to working with you in the upcoming year.
Sincerely,
Denise H. McCabe
Office Manager
NOTES GERMANE TO CONTRACT REFERENCED HEREIN:
Dated: February 14,2008
Notification ofthe INTENT TO AWARD RFP 05/06-22 to North Seminole Family Practice
was issued on September 21,2006. Further, during that timeframe, the City Commission
approved an agenda item authorizing execution of the contract. It was the intention of the
City to execute a contract during that time frame which provided a one year term and
successive additional one year terms upon agreement of the CONTRACTOR and the CITY.
It is noted that even though the documentation was never executed, the parties have been
performing within the terms of the unexecuted agreement. Therefore, the attached contract
dated February 14, 2008 formalizes the agreement resulting from RFP 05/06-22 and effects
continuation ofthe agreement until September 30, 2008. The contract will be eligible for
renewal within the stated provisions of the contract document.
It is understood by all parties that the City Commission approved the reduction of insurance
coverage requirements to the levels indicated by the attached Commission agenda item.
Any changes to the original contract made in compliance with the provisions ofthe contract
shall be executed by the parties and appended to the contract as appropriate.
1
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. .~ City of Sanford, Florida <!'. ;
Item No. , ,
CITY COMMISSION MEMORANDUM 06-411
SEPTEMBER 1 1, 2006, AGENDA
To: Honorable Mayor and M bers of the City Commission
PREPARED BY: Fred W. Fosson, Risk nager
SUBMI1TED BY: Robert (Sherman) YeW, "ty Manager
SUBJECT: Contracts for Physician rvIces
SYNOPSIS:
Selection of contractors to provide physician medical treatment services to City employees and
job applicants is requested.
FISCAL/STAFFING STATEMENT:
The City currently pays North Seminole Family Practice approximately $30,000 per year for
these services. $50,589 has been budgeted for FY06/07, excluding workers compensation.
BACKGROUND:
The City currently has two contracts with NSFP for these two distinctively different types of
medical needs. One contract addresses the Workers Compensation Florida Statute 440 in regards
to the treatment of work related injuries. The second contract satisfies the needs of Human
Resources in regards to pre-employment physicals, flu shots, return to duty exams, as well as
similar medical needs. Both contracts expire September 30, 2006. As a result, the City
requested bids/proposals for these services and had two responders, NSFP and Heathrow Urgent
Care, Specific insurance coverages and limits are required by the City; and the requirements are
the same for both contracts. Even though the City has enjoyed a relationship with NSFP for
many years, it does not possess the insurance limits required by the City. The cost to the City,
regardless of provider, will be the same regarding workers compensation; and it is relatively the
same per provider regarding the needs of Human Resources.
LEGAL REVIEW:
City Attorney's office has reviewed the proposed contract for both types of service.
RECOMMENDATION:
Should the City Commission desire to ;;;;rJ.FP it should waiv~e established insurance
requirements. all C. ~/! Cf- ~
,
SUGGESTED MOTION:
"I move to select as the primary physician vendor to administer
medical treatment for work related injuries, and I further move to select as
the primary physician vendor to administer to the needs of Human Resources."
Attachments
. Insurance Coverage and Limits Spreadsheet
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I WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY s~
INFORMATION PAGE ENDORSEMENT ...
PAGE 01 IWS...W<\
19J-1924-.F612
THIS FORMS A PART OF COVERAGE IS PROVIDED BY
POLICY NO. 98-TX-6304-8 STATE FARM FIRE AND CASUALTY COMPANY
7401 CYPRESS GDNS BL,WINTER HAVEN FL 33888-0007
. NAMED INSURED AND MAILING ADDRESS. RISK 10 NO. 091373726
NORTH SEMINOLE FAMILY' FEIN 592634830
PRACTICE ASSOCIATION PA
2209 S FRENCH AVE
SANFORD FL 32771-4245
FOR QUESTIONS, PROBLEMS, OR INFORMATION ABOUT COVERAGE CALL: (407) 322-5142
------------------------------------------------------------------------------
THE EFFECTIVE DATE IS 03/19/2008
THE EXPIRATION DATE IS 03/19/2009
-----------------------------------------------------------------------------.-
-----------eOLR_- _l-C..'!-.cOD.L~Os..,CLASSlfICAb~' .PREMl!lM.-BASI S , RATES AND ESTIMATED
P EMIUMS ARE - AMEND~D- AS fOLL I-S-:-- - ---- - - ----- --
------------------------------------------------------------------------------
THE PREMIUM FOR THIS POLICY WILL BE DETERMINED BY OUR MANUALS OF
RULES~ CLASSIFICATIONS~ RATES AND RATING PLANS. ALL INFORMATION
REOUIKED BELOW IS SUBJ~CT TO VERIFICATION AND CHANGE BY AUDIT
------------------------------------------------------------------------------
IPREMIUM BASIS TO-\RATE/$100IESTIMATED
CODE NOS. AND TAL ESTIMATED AN- REMUNERA- ANNUAL
CLASSIFICATIONS NUAL REMUNERATION TION PREMIUM
------------------------------------------------------------------------------
8832 581,212 .57 3,313
PHYSICIAN & CLERICAL .
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-,--- --- .-._-----~ ..-- --..--..-. ------------ - -- ----
~-,-_._---_._-"-'---
PREMIUM PRIOR TO EXPERIENCE MODIFICATION 3'536133
. EXPERIENCE MODIFICATION: 1.170
~ PREMIUM AFTER EXPERIENCE MODIFICATION 03 3.817764
::i FOREIGN TERRORISM PREMIUM 9740 581.212. 200
S EXPENSE CONSTANT
~ MINIMUM PREMIUM $ 243 FLORIDA TOTAL ESTIMATED ANNUAL PREMIUM $ 4,250
s;
0:
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8 ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANG~.
~ CDUNTERSIGNED~~
~ PREPARED 02 08 2008 -'
~ WC 99 00 02/ 04~84 .. 68 2214 7081 BY AGENT JI. { - ~..-
.... . _nO__ .___ _ _ _ n_.n__n_____ .. _.. n_
State Farm Florida Insurance Company ~~~=;;~__~_-lIj1BIill:~ ~I
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7401 ore"" Gardens B111d.
Winter aven, FL 33888-0007 Business- Office Policy
-
NOV 04 2007 to NOV 04 2008
V-19- 1924-F612 F U 3 ~~.\\\m\\\m\:~m[~\\~i~!I\I\\\lm\~mlil\~,\:mW..;--_~i\m~~\\~r:\\\\\~:I\\[\
8
6350 NOV 04 2007 $1,074.93 7 ,
NORTH SEMINOLE FAMIlV
PRACTrCE ASSOCIATION PA 6 .
2209 S FRENCH AVE coverages and Limits 5 i
SANFORD FL 32771-4245 Section I 4 ;
A Buildings . Excluded 3 .
2 I
B Business Personal Property 122 600
I. .11,111.11 11111111111111,11111,1,1,1 II 1aI,1.llllItallIIlIl,1 C Loss of Income Actual Loss -
-
Deductibles - Section I
Basic 500
Hurricane 2.00%
Other deductibles may
apply - refer to policy
.ocation: 2209 S FRENCH AVE
SANFORD FL Section II
32771-4245 L Business Liability $500,000
M Medioal Payments 5,000
......: Gen Aggregate (Other than Poo) 1,000,000
WACHOVIA MORTGAGE CORPORATION Products-Completed Operations 1,000,000
ITS SUCCESSORS AND/OR ASSIGNS (Poo Aggregate)
Loan No: N/A-Print on paystub Annual premium $690.00
Fonns, Opts, & Endrsmnt 285.00
Bus Liability - Cov L 32.00
lilT....J '~ifJ _,... EndOrsements FL Guaranty Fund 12.68
mL:~~J='enn ,3 FP-6153 Citizen 05 Reg Asmt 13.99
'I:;tlr.,,.~$4,300 OPT ES FL Guaranty Fund EM 12.09
..".".€ndOf'Sement FE-6210.3 ** Adl Surchg(See Below) 29.17
1:_'" '0 , Removal FE-6451 Amount Due $1,074.93
8..l n"llr ',PDicy Endorsement FE-6464
Pb~,.,d Surgeons FE-6407 premium Reductions
GlasS .~ Deletion FE-6538.1
Hurricane I)eductibIe FE-6537.4 Renewal Year Discount
Fungus (Including Mold) Exol FE-6566 Yrs in Business Discount
subcontractor Pd Exclusion FE-6598 Claim Record Discount
Amendatory Collapse FE-6839
Inc Cost and Demolition Cov FE-6587
Continued on next page
Cov. A - Inflation Index: NlA
I Cov. B - Consumer Price: 207.9
. ** FHCF Assessment 10.07 FL Trust Fund Surchg 1.00
FL EMPA Fund Surcharge 4.00 2005 Citizens EM Asmt 14.10
~
, NOllCE: InIormation conceming changes in your policy language is included. Please call your agent it
~ you have any questions.
-
~
-
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.' If you have moved, plesse contact your agent
~/rr~t4~F'" See reverse side for important information.
6350 2016 I Agent CLIFF MILLER INS AGENCY tNC Prepared JUL 17 2007
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First Professionals Insurance Company
.
MEMORANDUM OF INSURANCE
TO: NAMED INSURED:
TO WHOM IT MAY CONCERN: NORTH SEMINOLE FAMILY PRACTICE ASSOCIATES, P.
2209 FRENCH AVE.
SANFORD, FL 32771
*Please see attached schedule for
available limits.
This is to advise you that the First Professionals Insurance Company, Inc. has issued to the
named insured the policy enumerated below, subject to all the terms of such policy. This
memorandum neither affirmatively or negatively amends, extends or alters the coverage of such
policy.
POLICY TYPE OF CLAIMS REPORTING
NUMBER INSURANCE LIMITS PERIOD
99281 Professional 250,000 each claim From: 01/01/2008
Liability 750,000 aggregate To: 01/01/2009
Retroactive Date: See Schedule
Date Issued: 12/26/2007
~. .;;I~f~~
Vice President of Underwriting
FPIC-9(1/86) 116/2 FL-PC9281
~
1000 Riverside Avenue, Suite 800. Jacksonville, Florida 32204 · (904) 354-5910 · 1-800-741-3742 · Fax (904) 358-6728
PO. Box 44033 . Jacksonville, Florida 32231-4033 · www.firstprofessionals,com