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HomeMy WebLinkAboutExhibit 1draft 11107/05 AGREEMENT BETWEEN CITY OF MIAMI AND PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY, FLORIDA THIS AGREEMENT, dated , 2005, but effective as of October 1, 2005, by and between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY") and the Public Health Trust of Miami -Dade County, Florida, an agency and instrumentality of Miami -Dade County, Florida (hereinafter referred to as the "TRUST") which operates the Jackson Health System and other designated health care facilities. RECITALS The CITY has issued a Request for Proposals ("RFP") No. 04-05-097 for the provision of Medical Director Services for the City's Department of Fire -Rescue for its Emergency Medical Services (the "Services") and TRUST's proposal ("Proposal"), in response thereto, has been selected as the most qualified proposal for the provision of the Services. The RFP and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference incorporated into and made a part of this Agreement. The Commission of the City of Miami, by Resolution No. , adopted on , 2005 approved the selection of TRUST and authorized the City Manager to execute a contract, under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, TRUST and the CITY agree as follows: TERMS 1, RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: The term of this Agreement shall be three (3) years, commencing on October 1, 2005, and expiring on September 30, 2008. 3. OPTION TO EXTEND: The term hereof may be extended, by mutual agreement in writing of the parties, for two (2) additional terms of two (2) years each, on the same terms and conditions, except that compensation payable to the TRUST shall not exceed a five (5) percent increase on an annual basis after the initial three year period limited to the recent year's annual increase of the Consumer Price Index (CPI), and is subject to availability and appropriation of funds. City Commission approval shall not be required as long the total extended term does not exceed two (2) additional terms of two (2) years each, or a period equal to the original term of this Agreement, whichever is longer. 4. SCOPE OF SERVICE/TRUST'S AND CITY'S RESPONSIBILITIES: A. Generally, the Services consist of the provision of certain services, including Medical Directorship for the Emergency Services ("EMS") provided by the City of Miami Fire -Rescue Department, and to the Village of Key Biscayne, as more specifically described in Attachment "A" hereto, which by this reference is incorporated into and made apart of this Agreement. B. TRUST represents and warrants to the CITY that: (i) it possesses all qualifications, and expertise required under the Solicitation Documents for the performance of the Services; (ii) it currently possesses, and at all time during the term hereof shall maintain, all licenses, permits and authorizations required for the proper performance of the Services, (iii) it is not delinquent in the payment of any sums due the CITY, including, without limitation, payment of permit fees and occupational licenses, nor in the performance of any obligations to the CITY; (iv) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully licensed, qualified and trained to perform the tasks assigned to each, as required in Attachment "A"; and (v) the Services will be performed in the manner described in Attachment GSA„ C. In connection with the provision of the Services hereunder, the CITY agrees to comply with all of the provisions set forth in Attachment "B" hereto, which by this reference is incorporated into and made a part of this Agreement. 5. COMPENSATION: The CITY agrees to pay to the TRUST, as compensation for Services, the amount of $203,588 ($2,248 will be deducted monthly from this amount until the Associate Medical Director is in place) for the period of October 1, 2005 through September 30, 2006, the amount of $209,420 for the period of October 1, 2006 through September 30, 2007, and $215,427 for the period of October 1, 2007 through September 30, 2008, payable in equal monthly installments, due on or before the 10th day of each month commencing on the 10th day of October, 2005. 6. OWNERSHIP OF DOCUMENTS: TRUST understands and agrees that any information, document, report or any other material whatsoever which is given by the CITY to TRUST or which is otherwise obtained or prepared by TRUST pursuant to or under the terms of this Agreement is and shall at all times remain the property of the CITY. TRUST agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of CITY, which may be withheld or conditioned by the CITY in its sole discretion. 7. AUDIT AND INSPECTION RIGHTS: A. The CITY may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the CITY to TRUST under this Agreement, audit, or cause to be audited, those books and records of TRUST which are related to TRUST's performance under this Agreement. TRUST agrees to maintain all such books and records at its 2 principal place of business for a period of three (3) years after final payment is made under this Agreement. B. The CITY may, at reasonable times during the term hereof, inspect TRUST's facilities and perform such tests, as the CITY deems reasonably necessary, to determine whether the goods or services required to be provided by TRUST under this Agreement conform to the terms hereof and/or the terms of the Solicitation Documents, if applicable. TRUST shall make available to the CITY all reasonable facilities and assistance to facilitate the performance of tests or inspections by CITY representatives. All test and inspections shall be subject to, and made in accordance with, the provisions of the Code of the City of Miami, Florida, as same may be amended or supplemented, from time to time. 8. AWARD OF AGREEMENT: TRUST represents and warrants to the CITY that it has not employed or retained any person or company employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 9, PUBLIC RECORDS: TRUST understands that the public shall access, at all reasonable times, to all documents and information pertaining to CITY contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the CITY and the public to all documents subject to disclosure under applicable law. TRUST's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: A. TRUST understands that agreements between private entities and local governments are subject to certain laws and regulations, including but not limited to laws pertaining to public records, conflict of interest and record keeping. CITY and TRUST agree to comply with and observe all applicable laws, codes and ordinances as the may be amended from time to time. B. Patient Information: The Medical Director and his/her designates shall carry out his/her obligations under this Agreement in compliance with the privacy regulations pursuant to Public Law 104-191 of August 21, 1996, known as the Health Insurance Portability and Accountability Act of 1995, Subtitle F-Administrative Simplification, Sections 261, et seq., as amended ("HIPAA"), to protect the privacy of any personally identifiable protected health information ("PHI") that is collected, processed or learned as a result of performing the duties of Medical Director for the City of Miami Department of Fire -Rescue. 11. INDEMNIFICATION: Subject to the provisions and limitation of Section 768.28, Florida Statutes as it may be amended, and to the extent permitted by Florida Statutes, TRUST shall indemnify, defend and hold harmless the CITY and its officials, employees and agents (collectively referred to as "Indemnitee") and each of them from and against all loss, costs, 3 penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities" by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the performance or non-performance of the Services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive) of TRUST or its employees, agents or subcontractors (collectively referred to as "TRUST"), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default or negligence (whether active or passive) of the Indemnitees, or (ii) the failure of the TRUST to comply with any of the paragraphs herein or the failure of the TRUST to conform to statutes, ordinances or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. TRUST expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of TRUST, or any of its subcontractors, as provided above, for which the TRUST's liability to such employee or former employee would otherwise be limited to payments under state Worker's Compensation or similar laws. TRUST further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the TRUST's violation of any law, ordinance, order, rule, regulation, condition, or requirement, in any way related, directly or indirectly, to TRUST's performance hereunder, compliance with which is left by this Agreement to the TRUST, and (ii) any and all claims, liens and/or suits for labor and materials furnished by the TRUST or utilized in the performance of this Agreement. Nothing herein shall be interpreted to be a wavier or sovereign immunity afforded to the TRUST and as set forth in Section 768.28, Florida Statutes, as it may be amended. 12. DEFAULT: If TRUST fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then TRUST shall be in default. Upon the occurrence of a default hereunder the CITY, in addition to all remedies available to it by law, may immediately, upon written notice to TRUST, demand that the TRUST cure such default within ten (10) business days of such written notice. Upon failure of the TRUST to cure within the ten (10) business day cure period, the City may terminate this Agreement whereupon all payments, advances, or other compensation paid by the CITY to TRUST while TRUST was in default shall be immediately returned to the CITY. TRUST understands and agrees that termination of this Agreement under this section shall not release TRUST from any obligation accruing prior to the effective date of termination. 13. RESOLUTION OF CONTRACT DISPUTES: TRUST understands and agrees that all disputes between TRUST and the CITY based upon an alleged violation of the terms of this Agreement by the CITY shall be submitted to the City Manager for his/her resolution, prior to TRUST being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds $25,000, the City Manager's decision shall be approved or disapproved by the CITY Commission. TRUST shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the CITY 4 Commission if the amount of compensation hereunder exceeds $25,000, or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (90 days if City Manager's decisions is subject to CITY Commission approval); or (iii) CITY has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 14. TERMINATION RIGHTS: A. Either party shall have the right to terminate this Agreement, at any time, by giving at least sixty (60) days prior written notice of termination to the other party. Notice must be by certified mail, return receipt requested, to the party and address specified in this Agreement. Notice is effective upon receipt. In such event, the CITY shall pay to TRUST compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the CITY be liable to TRUST for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The CITY shall have the right to terminate this Agreement for a default hereunder, after notice and opportunity to cure as provided in Section 12 above. In such event, the CITY shall not be obligated to pay any amounts to TRUST and TRUST shall reimburse to the CITY all amounts received while TRUST was in default under this Agreement. 15. INSURANCE: The TRUST is a state agency as defined in Section 768.28(2), Florida Statutes. The TRUST represents and warrants to the CITY that it is self insured by liability, both public and property, and Workers Compensation coverages, as set forth under Sections 768.28 and 440, Florida Statutes. The TRUST agrees to provide to the CITY a certificate of coverage upon execution of this Agreement. 16. CONFLICT OF INTEREST: A. TRUST is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code, Section 2- 11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. B. TRUST covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the CITY. TRUST further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of TRUST, its employees or associated persons, or entities must be disclosed in writing to the CITY. 17. NONDISCRIMINATION: TRUST represents and warrants to the CITY that TRUST does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with TRUST's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. TRUST further covenants that no 5 otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, martial status or national origin, be excluded from participation in, be denied services, or to be subject to discrimination under any provision of this Agreement. 18. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM: The CITY has established a Minority and Women Business Affairs and Procurement program (the "M/WBE Program") designed to increase the volume of CITY procurement and contracts with Blacks, Hispanic and Women -owned business. The M/WBE Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt of which is hereby acknowledged by, TRUST. TRUST understands and agrees that the CITY shall have the right to terminate and cancel this Agreement, without notice or penalty to the CITY, and to eliminate TRUST from consideration and participation in future CITY contracts if TRUST, in the preparation and/or submission of the Proposal, submitted false of misleading information as to its status as Black, Hispanic and/or Women owned business and/or the quality and/or type of minority or women owned business participation. 19. ASSIGNMENT: This Agreement shall not be assigned by TRUST, in whole or in part, without the prior written consent of the CITY, which may be withheld or conditioned, in the CITY's sole discretion. 20. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO TRUST: Marvin O' Quinn Chief Executive Officer Public Health Trust 1611 N.W. 12th Avenue Miami, Florida 33136 TO THE CITY: Joe Arriola City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 With Copy To: Jorge L. Fernandez, Esq. City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 6 21. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the CITY of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by property authorized representatives of the parties hereto. F. It is further provided that in no event shall the agents, contractors, officers, servants or employees of the CITY or the Village of Key Biscayne be considered to be agents, officers, servants or employees of the TRUST. G. It is further provided that in no event shall the agents, contractors, officers, servants or employees of the TRUST be considered to be agents, officers, servants or employees of the CITY or the Village of Key Biscayne. 22. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, and their successors, or assigns. 23. INDEPENDENT CONTRACTOR: TRUST has been procured and is being engaged to provide services to the CITY as an independent contractor, and not as an agent or employee of the CITY. Accordingly, TRUST shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the CITY, nor any rights generally afforded classified or unclassified employees. TRUST further understands that Florida Workers' Compensation benefits available to employees of the CITY are not available to TRUST, and agrees to provide workers' compensation insurance for any employee or agent of TRUST rendering services to the CITY under this Agreement. 24. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon sixty (60) days notice. 25. REAFFIRMATION OF REPRESENTATIONS: TRUST hereby reaffirms all of the representations contained in the Solicitation Documents. 26. ENTIRE AGREEMENT: This instrument, its attachments, the Solicitation Documents, and their attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representatives not expressly set forth in this Agreement are of no force or effect. 27. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, this the day and year above written. "CITY" ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida Priscilla A. Thompson, City Clerk ATTEST: Print Name: Laurie Nuell Title: Secretary, Board of Trustees APPROVED AS TO FORM AND CORRECTNESS: Jorge L. Fernandez, City Attorney By: Joe Arriola, City Manager "TRUST" Public Health Trust of Miami -Dade County, Florida, an agency and Instrumentality of Miami -Dade County, Florida By: Marvin O'Quinn Chief Executive Officer Public Health Trust APPROVED AS TO INSURANCE REQUIREMENTS: Dania F. Carrillo 8 APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY THE MIAMI-DADE COUNTY ATTORNEY'S OFFICE Risk Management, Administrator APPROVED FOR SUFFICIENCY AS TO INSURANCE AND/OR LIABILITY BY THE ADMINISTRATOR, RISK MANAGEMENT, JACKSON HEALTH SYSTEM Signature Date Signature Date This Agreement was authorized and approved by the Board of Trustees of the Public Health Trust of Miami -Dade County, Florida, pursuant to Trust Resolution No. PHT 9