HomeMy WebLinkAboutExhibitCity of Miami, Florida Interlocal Agreement
INTERLOCAL AGREEMENT
By and Between The City of Miami, Florida
And
The Public Health Trust of Miami -Dade County, Florida, an agency and
instrumentality of Miami -Dade County
This Interlocal Agreement ("Agreement') is entered into this day of
, 2019 by and between the City of Miami, a municipal corporation of the State
of Florida, whose address is 444 S.W. 2nd Avenue, 10111 Floor, Miami, Florida 33130 ("City"), and,
The Public Health Trust of Miami -Dade County, Florida, an agency and instrumentality of Miami -
Dade County, hereinafter referred to as the ("Health Trust").
RECITALS:
WHEREAS, the City of Miami entered into an Interlocal agreement on
2019 to provide Medical Direction Services as stated herein,
("Services" as more fully set forth in the scope of services "Scope", attached hereto as Exhibit A);
the Compensation Schedule (attached hereto as Exhibit B), the City's insurance requirements
and the Health Trust's Certificate of Insurance (attached hereto as Exhibit C), Corporate
Resolutions (attached hereto as Exhibit D) if applicable.
WHEREAS, the City wishes to engage the Services of the Health Trust, and the Health
Trust wishes to perform Services for the City; and
WHEREAS, the City and the Health Trust desire to enter into this Agreement 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:
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City of Miami, Florida Interlocal Agreement
TERMS:
1. RECITALS AND INCORPORATIONS; DEFINITIONS:
The recitals are true and correct and are hereby incorporated into and made a part of this
Agreement. The City's Interlocal Agreement scope of services and compensation is hereby
incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The
Services and Scope of Work are hereby incorporated into and made a part of this Agreement and
attached hereto as Exhibit "A". The Health Trust's Insurance Certificate is hereby incorporated
into and made a part of this Agreement as Exhibit "B". The order of precedence whenever there
is conflicting or inconsistent language between documents is as follows in descending order of
priority: (1) Interlocal Agreement ("PSA"); (2) Scope of Services.
2. TERM:
The Agreement shall become effective on the date on the first page, and shall be for the
duration of five (5) years. This agreement may be extended on a month to month basis after this
term with mutual consent. The City Manager shall have the option to extend or terminate the
Agreement for convenience, that is, for any or no cause pursuant to Section 13.
3. SCOPE OF SERVICES:
A. The Health Trust agrees to provide the Services as specifically described, and
under the special terms and conditions set forth in Exhibit "A" hereto, which by this reference is
incorporated into and made a part of this Agreement.
B. The Health Trust represents to the City that: (i) it possesses all qualifications,
licenses, certificates, authorizations, and expertise required for the performance of the Services,
including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the
payment of any sums due the City, including payment of permits, fees, occupational licenses,
etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all
personnel assigned to perform the Services are and shall be, at all times during the term hereof,
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City of Miami, Florida Interlocal Agreement
fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed
in the manner described in Exhibit "A"; and '(v) each person executing this Agreement on behalf
of The Health Trust has been duly authorized to so execute the same and fully bind the Health
Trust as a party to this Agreement.
C. The Health Trust shall at all times provide fully qualified, competent and physically
capable employees to perform the Services under this Agreement. The City may require the
Health Trust to remove any employee the City deems careless, incompetent, insubordinate, or
otherwise objectionable and whose continued services under this Agreement is not in the best
interest of the City.
4. COMPENSATION:
The Health Trust as its sole compensation for the Services provided, shall receive
compensation as indicated in Exhibit "B,", which by this reference is incorporated into and made
a part of this Agreement.
5. OWNERSHIP OF DOCUMENTS:
The Health Trust understands and agrees that any information, document, report or any
other material whatsoever which is given by the City to the Health Trust, its employees, or any
sub-contractor(s), or which is otherwise obtained or prepared by the Health Trust solely and
exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times
remain the property of the City. The Health Trust agrees not to use any such information,
document, report or material for any other purpose whatsoever without the written consent of the
City Manager, which may be withheld or conditioned by the City Manager in their sole discretion.
The Health Trust is permitted to make and to maintain duplicate copies of the files, records,
documents, etc. if the Health Trust determines copies of such records are necessary subsequent
to the termination of this Agreement; however, in no way shall the confidentiality as permitted by
applicable law be breached. The City shall maintain and retain ownership of any and all
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City of Miami, Florida Interlocal Agreement
documents which result upon the completion of the work and Services under this Agreement as
per the terms of this Section 5.
6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION:
A. The Health Trust agrees to provide access to the City or to any of its duly
authorized representatives, to any books, documents, papers, and records of the Health Trust
which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts,
and transcripts. The City may, at reasonable times, and for a period of up to five (5) years following
the date of final payment by the City to the Health Trust under this Agreement, audit and inspect,
or cause to be audited and inspected, those books, documents, papers, and records of the Health
Trust which are related to the Health Trust's performance under this Agreement. The Health Trust
agrees to maintain any and all such books, documents, papers, and records at its principal place
of business for a period of five (5) years after final payment is made under this Agreement and all
other pending matters are closed. The Health Trust's failure to adhere to, or refusal to comply
with, this condition shall result in the immediate cancellation of this Agreement by the City.
B. The City may, at reasonable times during the term hereof, inspect the Health
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 the Health Trust under this Agreement
conform to the terms hereof. The Health Trust shall make available to the City all reasonable
facilities and assistance to facilitate the performance of tests or inspections by City
representatives. All tests and inspections shall be subject to, and made in accordance with, the
provisions of Section 18-101 and 18-102 of the Code of the City of Miami, Florida as same may
be amended or supplemented, from time to time.
7. AWARD OF AGREEMENT:
The Health 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
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City of Miami, Florida Interlocal Agreement
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.
8. PUBLIC RECORDS:
A. The Health Trust understands that the public shall have access, at all reasonable
times, to all documents and information pertaining to City Agreements, 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 laws. The Health 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.
B. The Health Trust shall additionally comply with Section 119.0701, Florida Statutes,
including without limitation: (1) keep and maintain public records that ordinarily and necessarily
would be required by the City to perform this service; (2) upon request from the City's custodian
of public records, provide the City with- a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost provided in
Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that
are exempt or confidential and exempt from public records disclosure requirements are not
disclosed except as authorized by law for the duration of the contract term and following
completion of the contract if the Health Trust does not transfer the records to the City; (4) upon
completion of the contract, transfer, at no cost, to the City all public records in possession of the
Health Trust or keep and maintain public records required by the City to perform the service, if
the Health Trust transfers all public records to the City upon completion of the Agreement, the
Health Trust shall destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements, if the Health Trust keeps and maintains public
records upon completion of the Agreement, the Health Trust shall meet all applicable
requirements for retaining public records, all records stored electronically must be provided to the
City, upon request from the City's custodian of public records, in a format that is compatible with
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City of Miami, Florida Interlocal Agreement
the information technology systems of the City. Notwithstanding the foregoing, the Health Trust
shall be permitted to retain any public records that make up part of its work product solely as
required for archival purposes, as required by law, or to evidence compliance with the terms of
the Agreement.
C. Should the Health Trust determine to dispute any public access provision required
by Florida Statutes, then the Health Trust shall do so in accordance with the provisions of chapter
119, Florida Statutes, at its own expense and at no cost to the City. IF THE HEALTH
TRUST HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE HEALTH TRUST'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800,
VIA EMAIL AT PUBLICRECORDS@MJAMIGOV.COM, OR REGULAR
EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW
2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE HEALTH TRUST MAY
ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI
DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT.
9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS:
The Health Trust understands that agreements with local governments are subject to
certain laws and regulations, including laws pertaining to public records, conflict of interest, record
keeping, etc. City and the Health Trust agree to comply with and observe all such applicable
federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended
from time to time.
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City of Miami, Florida Interlocal Agreement
The Health Trust further agrees to include in all of the Health Trust's agreements with sub-
contractor(s) for any Services related to this Agreement this provision requiring sub -contractors)
to comply with and observe all applicable federal, state, and local laws rules, regulations, codes
and ordinances, as they may be amended from time to time,
10. INDEMNIFICATION: (Interlocal Agreement)
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, the Health Trust shall indemnify, defend and hold
harmless the CITY and its officials, employees and agents (collectively referred to as
"Indemnities") and each of them from and against all loss, costs, 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 the
Health Trust or its employees, agents or subcontractors (collectively referred to as the "HEALTH
TRUST"), or (ii) the failure of the Health Trust to comply with any of the paragraphs herein or the
failure of the Health 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. The Health Trust expressly agrees to indemnify and hold harmless the Indemnities,
or any of them, from and against all liabilities which may be asserted by an employee or former
employee of The Health Trust, or any of its subcontractors, as provided above, for which the
Health Trust's liability to such employee or former employee would otherwise be limited to
payments under state Worker's Compensation or similar laws.
The Health Trust further agrees to indemnify, defend and hold harmless the Indemnities from and
against (i) any and all Liabilities imposed on account of the Health Trust's violation of any law,
ordinance, order, rule, regulation, condition, or requirement, in any way related, directly or
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City of Miami, Florida Interlace! Agreement
indirectly, to the Health Trust's performance hereunder, compliance with which is left by this
Agreement to the Health Trust, and (ii) any and all claims, liens and/or suits for labor and materials
furnished by the Health Trust or utilized in the performance of this Agreement.
Nothing herein shall be interpreted to be a waiver of sovereign immunity afforded to the Health
Trust and as set forth in Section 768.28, Florida Statutes, as it may be amended.
11. DEFAULT:
If the Health Trust fails to comply materially with any term or condition of this Agreement,
or fails to perform in any material way any of its obligations hereunder, and fails to cure such
failure after reasonable notice from the City, then the Health Trust shall be in default. The Health
Trust understands and agrees that termination of this Agreement under this section shall not
release the Health Trust from any obligation accruing prior to the effective date of termination.
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 Provider, terminate this Agreement whereupon all
payments, advances, or other compensation paid by the City to the Health Trust while the Health
Trust was in default shall be immediately returned to the City.
Should the Health Trust be unable or unwilling to commence to perform the Services within
the time provided or contemplated herein, then, in addition to the foregoing, the Health Trust shall
be liable to the City for all expenses incurred by the City in preparation and negotiation of this
Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the
Services, including consequential and incidental damages.
12. RESOLUTION OF AGREEMENT DISPUTES:
The Health Trust understands and agrees that all disputes between the Health 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 their resolution, prior to the Health Trust being entitled to seek
judicial relief in connection therewith. In the event that the amount of compensation hereunder
exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision
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City of Miami, Florida Interlocal Agreement
shall be approved or disapproved by the City Commission. The Health Trust shall not be entitled
to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by
the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand
Dollars and NolCents ($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 or ninety (90) days if City Manager's decision 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. In no event may the amount of compensation under this
Section exceed the total compensation set forth in Section 4 of this Agreement. The adherence
to this Section is the condition precedent to the institution of any civil action by the Health Trust
against the City.
13. TERMINATION; OBLIGATIONS UPON TERMINATION: (Interlace! Agreement)
A. The City, acting by and through its City Manager, shall have the right to terminate
this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to
the Health Trust at least thirty (30) calendar days prior to the effective date of such termination.
In such event, the City shall pay to the Health Trust compensation for Services rendered and
approved expenses incurred prior to the effective date of termination. In no event shall the City
be liable to the Health Trust for any additional compensation and expenses incurred, other than
that provided herein, and in no event shall the City be liable for any consequential or incidental
damages. The Health Trust shall have no recourse or remedy against the City for a termination
under this subsection except for payment of fees due prior to the effective date of termination.
B. The City, by and acting through its City Manager, shall have the right to terminate
this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a
material breach hereunder, and failure to cure the same within thirty (30) days after written notice
of default. In such event, the City shall not be obligated to pay any amounts to the Health Trust
for Services rendered by the Health Trust after the date of termination, but the parties shall remain
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City of Miami, Florida Interlocal Agreement
responsible for any payments that have become due and owing as of the effective date of
termination. In no event shall the City be liable to the Health Trust for any additional compensation
and expenses incurred, other than that provided herein, and in no event shall the City be liable
for any direct, indirect, consequential or incidental damages. This Section shall survive the
cancellation or expiration of this Agreement.
C. The Health Trust will have the right to terminate this Agreement, at any time, by
giving at least 60 days prior written notice of termination to the City. 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 the Health Trust compensation for
services rendered and expenses incurred prior to the effective date of termination. In no event
shall the CITY be liable to the Health Trust for any additional compensation, other than that
provided herein, or for any consequential or incidental damages.
14. INSURANCE: (Interlocal Agreement)
The Health Trust is a state agency as defined in Section 768.28(2), Florida
Statutes. The Health Trust represents and warrants to the CITY that it is self -insured by
liability, both public and property, and Workers Compensation coverage, as set forth
under Sections 768.28 and 440, Florida Statutes. The Health Trust agrees to provide to
the CITY a Certificate of Insurance within ten (10) days after receipt of the City's Notice
of Award. Certificate of Insurance must have the insurance coverage as provided in
Section 768.28, and 440 F.S
15. NONDISCRIMINATION:
The Health Trust represents to the City that the Health Trust does not and will not engage
in discriminatory practices and that there shall be no discrimination in connection with the Health
Trust's performance under this Agreement on account of race, color, sex, religion, age, handicap,
marital status or national origin. The Health Trust further covenants that no otherwise qualified
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City of Miami, Florida Interlocal Agreement
individual shall, solely by reason of their race, color, sex, religion, age, handicap, marital status
or national origin, be excluded from participation in, be denied services, or be subject to
discrimination under any provision of this Agreement.
16. ASSIGNMENT:
This Agreement shall not be assigned by the Health Trust, in whole or in part, and the
Health Trust shall not assign any part of its operations, without the prior written consent of the
City Manager, which may be withheld or conditioned, in the City's sole discretion through the City
Manager.
17. 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 THE HEALTH TRUST: TO THE CITY:
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Emilio T. Gonzalez, Ph.D.
City Manager
444 SW 2"d Avenue, 10'" Floor
Miami, FL 33128-1910
Joseph Zahralban
Chief of Fire Rescue
1151 NW 71" Street 3rd Floor
Miami, FL 33136-3604
Victoria Mendez
City Attorney
444 SW 2"d Avenue, 9'" Floor
Miami, FL 33128-1910
Annie Perez, CPPO
Procurement Director
444 SW 2"d Avenue, 6th Floor
Miami, FL 33130-1910
City of Miami, Florida Interlocal Agreement
18. MISCELLANEOUS PROVISIONS:
A. This Agreement shall be construed and enforced according to the laws of the State
of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida.
Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted
by motion or pleading, that the aforementioned courts are an improper or inconvenient venue.
Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and
irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a
jury trial.
B. 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.
C. 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 the 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.
D. The Health Trust shall comply with all applicable laws, rules and regulations in the
performance of this Agreement, including but not limited to licensure, and certifications required
by law for these professional services.
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
properly authorized representatives of the parties hereto. Except as otherwise set forth in Section
2 above, the City Manager shall have the sole authority to extend, amend, or modify this
Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be
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City of Miami, Florida Interlocal Agreement
approved in advance and in writing by the Office of the City Attorney as to legal form and
correctness, and executed in writing by the City and the Health Trust.
F. Title and paragraph headings are for convenient reference and are not a part of
this Agreement.
G. Nothing contained in this Agreement is any way intended to be a waiver of the
limitation placed upon the Indemnitees' liability as set forth in Chapter 768, Florida Statutes.
Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against
the Indemnitees shall include attorney's fees, investigative costs or pre -judgment interest.
19. SUCCESSORS AND ASSIGNS:
This Agreement shall be binding upon the parties hereto, their heirs, executors, legal
representatives, successors, or assigns, if any.
20. INDEPENDENT CONTRACTOR:
The Health Trust has been procured and is being engaged to provide Services to the City
as an Independent Health Trust, and not as an agent or employee of the City. Accordingly, neither
the Health Trust, nor its employees, nor any sub-contractor(s) hired by the Health Trust to provide
any Services under this Agreement shall attain, nor be entitled to, any rights or benefits under the
Civil Service or Pension Ordinances cif the City, nor any rights generally afforded classified or
unclassified employees. The Health Trust further understands that Florida Workers'
Compensation benefits available to employees of the City are not available to the Health Trust,
its employees, or any sub-contractor(s) hired by the Health Trust to provide any Services
hereunder, and the Health Trust agrees to provide or to require sub-contractor(s) to provide, as
applicable, workers' compensation insurance for any employee or agent of the Health Trust
rendering Services to the City under this Agreement. The Health Trust further understands and
agrees that the Health Trust's or sub-contractor(s) use or entry upon City properties shall not in
any way change its or their status as an Independent Contractor.
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City of Miami, Florida Interlocal Agreement
The Health Trust does not have the power or authority to bind the City in any promise,
agreement, or representation other than specifically provided for in this Agreement.
21. 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, failure to allocate or appropriate funds, and/or change in
applicable taws or regulations, upon thirty (30) days written notice to the Health Trust.
22. FORCE MAJEURE:
A "Force Majeure Event" shall mean an act of God, act of governmental body or military
authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters,
epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or
embargo. In the event that either party is delayed in the performance of any act or obligation
pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for
required completion of such act or obligation shall be extended by the number of days equal
to the total number of days, if any, that such party is actually delayed by such Force Majeure
Event. The party seeking delay in performance shall give notice in writing, within two (2) days
of the Force Majeure Event, to the other party specifying the anticipated duration of the delay,
and if such delay shall extend beyond the duration specified in such notice, additional notice
shall be repeated no less than monthly so long as such delay due to a Force Majeure Event
continues. Any party seeking delay in performance due to a Force Majeure Event shall use its
best efforts to rectify any condition causing such delay and shall cooperate with the other party
to overcome any delay that has resulted.
23. CITY NOT LIABLE FOR DELAYS:
The Health Trust hereby understands and agrees that in no event shall the City be
liable for, or responsible to the Health Trust or any sub-contractor(s), or to any other person,
firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or
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City of Miami, Florida Interiocal Agreement
any damages whatsoever related thereto, because of any injunction or other legal or equitable
proceedings or on account of any delay(s) for any cause over which the City has no control.
24. USE OF NAME:
The Health Trust understands and agrees that the City is not engaged in research for
advertising, sales promotion, or other publicity purposes. The Health Trust is allowed, within the
limited scope of normal and customary marketing and promotion of its work, to use the general
results of this project and the name of the City. The Health Trust agrees to protect any confidential
information provided by the City and will not release information of a specific nature without prior
written consent of the City Manager or the City Commission.
25. NO CONFLICT OF INTEREST:
Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding
conflicts of interest, the Health Trust hereby certifies to the City that no individual member of the
Health Trust, no employee, and no sub- contractor(s) under this Agreement nor any immediate
family member of any of the same is also a member of any board, commission, or agency of the
City. The Health Trust hereby represents and warrants to the City that throughout the term of this
Agreement, the Health Trust, its employees, and its sub- contractor(s) will abide by this prohibition
of the City Code.
26. NO THIRD -PARTY BENEFICIARY:
No persons other than the Health Trust and the City (and their successors and assigns)
shall have any rights whatsoever under this Agreement.
27. SURVIVAL:
All obligations (including but not limited to indemnity and obligations to defend and hold
harmless) and rights of any party arising during or attributable to the period prior to expiration or
earlier termination of this Agreement shall survive such expiration or earlier termination.
28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY:
The Health Trust hereby certifies, represents and warrants to the City that on the date of
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City of Miami, Florida Interlocal Agreement
the Health Trust's execution of this Agreement, and so long as this Agreement shall remain in full
force and effect, the wage rates and other factual unit costs supporting the compensation to the
Health Trust under this Agreement are and will continue to be accurate, complete, and current.
The Health Trust understands, agrees and acknowledges that the City shall adjust the amount of
the compensation and any additions thereto to exclude any significant sums by which the City
determines the contract price of compensation hereunder was increased due to inaccurate,
incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments
shall be made within one (1) year of the end of this Agreement, whether naturally expiring or
earlier terminated pursuant to the provisions hereof.
29. COUNTERPARTS:
This Agreement may be executed in three (3) or more counterparts, each of which shall
constitute an original, but all of which, when taken together, shall constitute one and the same
agreement.
30. ENTIRE AGREEMENT:
This instrument and its exhibits 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 representations
not expressly set forth in this Agreement are of no force or effect.
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City of Miami, Florida Interlocal Agreement
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
respective officials thereunto duly authorized, this the day and year above written.
ATTEST:
"The Health Trust"
/ • frm \ (-Y.)
Cep
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Print Name: 0 / (�� Print Name:
Title:
(Corporate Seal)
ATTEST:
i;
Title: \„ - ,
(Authorized Corporate Officer)
"City"
CITY OF MIAMI, a municipal
corporation
By:
Todd B. Hannon, City Clerk Emilio T. Gonzalez, Ph.D., City Manager
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE
AND CORRECTNESS: REQUIREMENTS:
Victoria Mendez Ann -Marie Sharpe
City Attorney Risk Management Director
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City of Miami, Florida Interlocal Agreement
CORPORATE RESOLUTION l
(This Resolution needs to authorize the signatory to sign) N o + 1),Q J1))e_,
WHEREAS, ., a , desires to
enter into an agreement with the City of Miami for the purpose of performing the services
described in the contract to which this resolution is attached; and
WHEREAS, the Board of Directors at a duly held corporate meeting has considered the
matter in accordance with the bylaws of the corporation;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this
corporation is authorized to enter into the Agreement with the City, and the President and the
Secretary are hereby authorized and directed to execute the Agreement in the name of this
Corporation and to execute any other document and perform any acts in connection therewith as
may be required to accomplish its purpose.
IN WITNESS WHEREOF, this day of , 2019.
("The Health Trust")
An (State) Corporation
By: (Sign)
Print Name:
Title:
Print Name:
(Sign)
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City of Miami, Florida Interlacal Agreement
EXHIBIT A
SCOPE OF SERVICES
The City intends to secure medical direction services under a four (4) tier system as follows:
TIER 1: MEDICAL DIRECTOR / CHIEF MEDICAL OFFICER
The Health Trust shall designate an individual who will act as Medical Director and who shall have
the following responsibilities, at a minimum:
1. Supervise and provide medical oversight for the medical performance of the City's
Paramedics and Emergency Medical Technicians ("EMT's"), as required in Florida Statute §
401.265(2011), as amended;
2. Supervise and prescribe medical oversight to the City's Public Access Defibrillation ("PAD")
Program. This shall include the issuance of Prescriptions for any AED that is installed under
the PAD Program;
3. Select physicians, described in Tiers 3 and 4, for 24 hour on-line medical control;
4. Ensure the satisfactory performance of Associate Medical Director Tiers 2 and 3, and the Tier
4 physicians;
5. Upon appropriate notice from the City, bar from further participation in the performance of
medical direction services any lower tier physicians who fail to perform in a manner
commensurate with the expectations of the City;
6. Develop and sign medically correct standing orders (treatment protocols) for Advanced Life
Support ("ALS") and Basic Life Support ("BLS") care, and medically -related policies and
procedures, and subsequently review such policies and procedures to ensure correctness at
least every two (2) years;
7. Be available (or designate an alternate physician during periods of unavailability) 24 hours a
day, 365 days a year, to answer system questions of an emergent or immediate nature that
are beyond authority of the Tiers 3 and 4 physicians; by radio or mobile phone;
8. Provide medical oversight for and participate as a member of the City's Quality Management
Program ("QMP") and Continuous Quality Improvement ("CQI") Committee for medically -
related issues. Such participation shall require attendance at the monthly meeting;
9. Participate as a member of the Medical Priority Dispatch System's ("MPDS") Steering
Committee and attend its meetings;
10. Be responsible for the City of Miami Emergency Operations Center (EOC) - ESF 8. Both
Medical Director and Associate Medical Director shall be present at the EOC as required by
the Fire Chief (The duration of which shall be determined by the Fire Chief or designee);
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City of Miami, Florida lnterlocal Agreement
11. Provide medical oversight for the City's MPDS Quality Assurance Program ("QAP") which
monitors the dispatching of EMS units; and Specialty Teams, including. Dive team, Technical
Rescue Team (TRT), HazMat, SWAT;
12. Attend and actively participate in a majority of the State of Florida's Quarterly EMS Meetings,
particularly those meetings regarding the development of State policies and procedures,
legislation and proposed legislation review, etc. Issue a report to the City on issues relevant
to it;
13. Participate in an ongoing program of Paramedic/EMT continuing education;
14. Participate in the Infection Control Program and aid in the development of the program's
policies and procedures;
15. Provide prescriptions and authorization for all medications and medical equipment, including
controlled substances;
16. Obtain and maintain a Drug Enforcement Agency ("DEA") license for the City of Miami's
Department of Fire -Rescue;
17. Develop and revise, when necessary, Trauma Transport Protocols to comply with the State
of Florida requirements;
18. Evaluate and approve continuing education hours for re -certification of paramedics, EMT's,
and Emergency Medical Dispatchers ("EMD's");
19. Consult with the Department of Fire -Rescue on medically -related issues for EMS personnel
(e.g. legal issues, policy development on issues such as, but not limited to: Dive Team,
Technical Rescue Team or Hazardous Materials Team medical evaluations, etc.) on an as
needed basis;
20. Fulfill all duties required of the Medical Director under Florida Statutes, Section
401.2701(2011), for the City of Miami Department of Fire Rescue - Miami Dade County Public
Schools Emergency Medical Service Training Programs, including being actively involved with
the evaluation of students' performance throughout the training program and, certifying that
graduates have successfully completed all phases of the training program and are proficient
in basic or advanced life support techniques, as applicable; and
21, Perform such other duties as may be negotiated or required.
The Village of Key Biscayne, Florida receives its Medical Direction Services from the City of
Miami. Therefore, the Medical Director shall have additional responsibilities relating to the needs
of the Village of Key Biscayne's Department of Fire -Rescue. Medical Director must perform all
services to Key Biscayne in the same manner as provided to the City, in addition to the following
responsibilities:
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City of Miami, Florida Interlocal Agreement
1. Review of ALS incidents (report review and crew remediation if necessary) and completion of
the Quality Assurance Form;
2. Review BLS incidents (report review and crew remediation if necessary);
3. Meet monthly with EMS Captain or Department Designee; and
4. Meet bi-annually with the Deputy Fire Chief.
MINIMUM QUALIFICATIONS FOR MEDICAL DIRECTOR / CHIEF MEDICAL OFFICER
The Medical Director must meet the following minimum qualifications:
1. Be a Florida licensed Medical Doctor ("M.D.") or Doctor of Osteopathy ("D.O.");
2. Board certified and residency trained in Emergency Medicine with a minimum of five (5) years'
experience as a physician in an Emergency Department in the past five (5) years;
3. Possess an Advanced Cardiac Life Support ("ACLS") and Advanced Trauma Life Support
("ATLS") provider certification, be a Pediatric Advanced Life Support (PALS) provider;
4. Shall possess education and/or experience in EMS education;
5. Possess a minimum of five (5) years' experience as an EMS Medical Director in the State of
Florida or five (5) years as an Assistant Medical Director in the State of Florida or (5) five
years as an EMS Medical Director in a State other than Florida;
6. Be Drug Enforcement Administration (DEA) licensed for Schedule 11, IV, and V controlled
substances;
7. Satisfactorily fulfill all responsibilities and comply with all qualifications listed herein throughout
the duration of the contract with the Health Trust; and
8. Must be available 24 hours/7 days a week by mobile phone or radio.
TIER 2: ASSOCIATE MEDICAL DIRECTOR/ASSOCIATE CHIEF MEDICAL OFFICER
The Health Trust and Chief Medical Officer/Medical Director shall designate an individual who will
act as Associate Medical Director and who shall have the following responsibilities, at a
minimum:
1. Report to EMS Medical Director /Chief Medical Officer;
2. Maintain familiarity with all equipment and medications carried on ALS units; all EMS protocols
and policies; and, with federal, state, and local laws and administrative codes as they apply
to EMS;
3. Be knowledgeable and maintain skills in Disaster Management and in local, federal, and state
disaster response plans; participate in MCI drills with Miami Fire Rescue (MFR);
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City of Miami, Florida Interlace{ Agreement
4. Serve as Acting Medical Director/Chief Medical Officer during the Medical Director/Chief
Medical Officer's absence;
5. Shall be responsible for the City of Miami Emergency Operations Center (EOC) ESF-8. Both
Medical Director and Associate Medical Director shall be present at the EOC as required by
the Fire Chief. The duration of which shall be determined by the Fire Chief or designee;
6. Respond to EMS scenes with EMS crews for training and quality management;
7. Review and approve EMT recertification course content;
8. Investigate new EMS equipment or treatments for adoption by MFR;
9. Participate in ALS classroom teaching (lectures or procedural skills) and course development;
10. Participate in development and revision of EMS medical protocols;
11. Participate in education and evaluation of new recruits during their probationary period;
12. Participate in medical control radio coverage at The Health Trust's location;
13. Develop an EMS research project with the Medical Director;
14, Medical Oversight of Specialty Teams — Dive Team, Technical Rescue Team (TRT), HazMat,
SWAT;
15. Assist Quality Management (QM) officers with periodic QM newsletter;
16. Participate in Hazardous Materials response planning;
17. Attend meetings for:
a) EMS Equipment Committee;
b) MFR Curriculum Committee
18. Attend the following meetings periodically:
a) MFR CQI Committee meetings;
b) FOAM-D EMS Subcommittee; and
c) Area hospital meeting
19. Assist the Medical Director with the following:
a) Liaison to local Emergency Departments on EMS issues;
b) Participation in Continuous Quality Improvement program;
c) Attendance and participation at State Bureau of EMS meetings; PAD Program;
d) Orientation and assistance for Tier 4 Radio Physicians (residents); and
e) Emergency Medical Dispatch oversight;
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City of Miami, Florida lnterlocal Agreement
MINIMUM QUALIFICATIONS FOR ASSOCIATE MEDICAL DIRECTOR/ASSOCIATE CHIEF
MEDICAL OFFICER
The Associate Medical Director/Associate Chief Medical Officer must meet the following minimum
qualifications:
1. Be a Florida -licensed M.D. or D.O.;
2. Be a United States ("US") residency -trained and board certified in Emergency Medicine;
3. Be an Advanced Cardiac Life Support ("ACLS") certified and Advanced Trauma Life Support
("ATLS") and, Pediatric Advanced Life Support ("PALS") certified;
4. Possess a Minimum of five (5) years' experience in EMS -related duties; and
5. Satisfactorily fulfill all responsibilities and comply with all qualifications listed herein throughout
the duration of the contract with the Health Trust.
TIER 3: PRIMARY RESPONSE PHYSICIANS' GROUP (ON-LINE MEDICAL ADVISORS)
The Health Trust shall designate a group of Primary Response Physicians (on-line Medical
Advisors accessible by radio) who shall have the following responsibilities at a minimum:
1. Report to the Medical Director/Chief Medical Officer;
2. Monitor City of Miami Medical Channel radio traffic on a 24 hour per day, 365 days per year
basis, either through direct radio response to each EMS call (no matter what the destination
hospital), or by monitoring the Tier 4 physicians' response. Tier 3 Physicians shall have
responsibility to immediately override any advice given by Tier 4 physicians that is not in
accord with departmental protocols or standard of care for EMS;
3. Act in accordance with City EMS protocols, and medical policies and procedures;
4. Maintain a current knowledge of City EMS protocols and medical policies and procedures to
the satisfaction of the Medical Director;
5. Ride with City's EMS crew for a minimum of four (4) hours prior to assumption of duties;
6. Train with the Medical Director for the period designated by the Medical Director prior to
assumption of duties;
7. Develop knowledge in the operation of the City's EMS system prior to assumption of duties;
and
8. Develop knowledge of the City's EMS protocols (standing orders) prior to assumption of
duties.
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City of Miami, Florida Interlocal Agreement
MINIMUM QUALIFICATIONS FOR THE PRIMARY RESPONSE PHYSICIANS' GROUP (ON-
LINE MEDICAL ADVISORS)
The Primary Response Physicians Group must meet each of the following minimum qualifications:
1. Be a Florida licensed M.D. or D.O.;
2. Be an Advanced Cardiac Life Support ("ACLS") Provider; and
3. Possess Active medical staff privileges at a hospital, within the corporate limits of the City of
Miami.
TIER 4: FIRST RESPONSE RADIO PHYSICIAN GROUP
The Health Trust shall designate a group of First Response Radio Physicians who shall have the
following responsibilities at a minimum:
1. Monitor and respond to City of Miami Medical Channel radio traffic on a 24 hour per day, 365
days per year basis, with medically appropriate orders, and be available by radio to on -scene
EMS personnel as a resource for treatment and/or transportation questions of an immediate
nature;
2. Train with the Medical Director prior to assumption of duties;
3. Be available during a tour of duty at a hospital within the jurisdiction of the City of Miami to
answer questions from, and interact with, City of Miami Fire -Rescue EMS crews in reference
to their duties;
4. Maintain a current knowledge of City EMS protocols and medical policies and procedures to
the satisfaction of the Medical Director;
5. Develop knowledge in the operation of the City's EMS system prior to assumption of duties;
and
6. Develop knowledge in the City's EMS protocols (standing orders) prior to assumption of
duties.
MINIMUM QUALIFICATIONS FOR THE FIRST RESPONSE RADIO PHYSICIAN GROUP
The First Response Radio Physicians must meet each of the following minimum qualifications:
1. Possess active medical staff privileges, if individually licensed, or residency in good standing
with an accredited training program, at a hospital within the corporate limits of the City of
Miami; and
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City of Miami, Florida Interlocal Agreement
2. Possess a M.D. or D.O. with either an individual Florida Medical License or licensed under a
hospital license for physicians in an accredited residency training program. Physicians in
residence must have entered at least their Second (2nd) year of residency.
ADDITIONAL DUTIES FOR THE HEALTH TRUST
In addition to the foregoing, the Health Trust shall have the responsibility, at a minimum, to:
1. Remunerate the Medical Director, Associate Medical Director, and the physicians as per the
fee proposal;
2. Schedule Tiers 3 and 4 physicians to ensure adequate coverage, and, prior to the first (1st)
of every month, supply the City with a work schedule of the Tier 3 physicians for that month;
3. Document and supply education, training, and quality management for all physicians
described in Tiers 3 and 4;
4. Provide such other administrative support, including office space, to Medical Director as may
be required to perform the medical direction services. The Health Trust shall be responsible
for maintenance of office space located in the Emergency Department. The office must be
secure, private dedicated only for use by the Medical Director and Associate Medical Director.
Provide the Medical Director and Associate Medical Director each with a portable computer
and a desk top computer;
5. To the extent appropriate, support legal services such as: limited case review, as may be
required by the Medical Director in the performance of their responsibilities. This includes
consulting mechanism for ECG interpretation. The Health Trust shall maintain in real time
electrical ECG transmission service for online medical consultation; and
6. Comply with the below listed requirements and all applicable Health Insurance Portability and
Accountability Act of 1996 ("HIPAA") requirements as they pertain to Miami Fire -Rescue
("MFR") patients and those patient's medical records.
7. The Health Trust, including their agents, servants, subcontractors and employees, shall carry
out its obligations under this Interlocal Agreement in compliance with the privacy regulations
of HIPAA as amended from time to time, and the regulations promulgated therein, in order to
protect the privacy of all individually identifiable Protected Health Information ("PHI") that is
created, received, collected, processed or learned as a result of the services provided
pursuant to this Interlocal Agreement. In conformity therewith, the Health Trust shall agree
that he/her and their agents, servants, subcontractors, and employees shall:
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City of Miami, Florida Interlocal Agreement
8. Not use or further disclose PHI except as permitted under this Interlocal Agreement or
required by law;
9. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by this
Interlocal Agreement and shall not use or further disclose PHI in a manner that would violate
HIPAA's requirements if done by Miami Fire -Rescue;
10. As soon as reasonably practical, report to MFR any use or disclosure of PHI not provided for
by this Interlocal Agreement of which The Health Trust becomes aware, and mitigate, to the
extent possible, any harmful effect of such use or disclosure of PHI;
11. Ensure that any business associates, agents or subcontractors, to whom The Health Trust
provides PHI, or who have access to PHI, agree to the same restrictions, terms, and
conditions that apply to The Health Trust with respect to such PHI;
12. Make PHI available to MFR and to individuals who have a right of access to information under
HIPAA;
13. Shall provide the City of Miami patient demographic information for purpose of billing;
14. Incorporate any amendments to PHI in accordance with HIPAA when notified to do so by
MFR; and
15. Provide an accounting to the City's authorized representative of all uses or disclosures of PHI
made by the Health Trust, in accordance with HIPAA, within sixty (60) days.
At the termination or expiration of this Interlocal Agreement, The Health Trust shall return to MFR
all PHI received, from or created or received by The Health Trust on behalf of MFR that The
Health Trust still maintains in any form and shall not retain copies of such information. If such
return is not feasible, The Health Trust shall continue to protect such PHI in accordance with this
Interlocal Agreement and HIPAA, and must limit further uses and disclosures of such PHI for
those purposes that made the return of such PHI not feasible.
Except as otherwise limited in an Interlocal Agreement, The Health Trust may use or disclose PHI
to perform functions, activities, or services for, or on behalf of, the City as specified in the Interlocal
Agreement, provided that such use or disclosure would not violate HIPAA' s requirements if done
by MFR.
The Health Trust may, if necessary, use and disclose PHI for the proper management and
administration of The Health Trust or to carry out the legal responsibilities of the Health Trust.
However, in order to disclose PHI:
1. The disclosure must be required by law; or
2. The Health Trust must obtain reasonable assurances from the person to whom the information
is disclosed that it will be held confidentially and used or further disclosed only as required by
law or for the purpose for which it was disclosed to the person; and
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City of Miami, Florida Interlocal Agreement
3. The person must notify The Health Trust of any instances of which it is aware in which the
confidentiality of the information has been breached;
4. The Health Trust shall protect, defend, reimburse, indemnify, and hold the City, its' agents,
employees and elected officers, harmless from and against all claims, liability, expense, loss,
cost, penalties, damages or causes of action of every kind or character, including attorney's
fees and costs, whether at trial or appellate levels or otherwise, arising as a result of any
disclosure of protected health information due to the actions or inactions of the Health Trust.
DUTIES OF THE CITY
The City shall have the responsibility to:
1. Pay the Health Trust, as compensation for services, the negotiated dollar amount;
2. Ensure that all paramedical and Emergency Medical Technician personnel assigned to
advanced life support vehicles are approved by the Medical Director/Chief Medical Officer and
the Department of Fire- Rescue;
3. Provide the Medical Director/Chief Medical Officer a list of equipment carried on the advanced
life support vehicles which shall be in accordance with the equipment required by regulations
of the Department of Health and Chapter 401 of the Florida Statues;
4. Carry said equipment on all EMS vehicles used. In the event the Medical Director/Chief
Medical Officer determines that the equipment listed does not meet the requirements of the
regulations, the City agrees that it will immediately take the necessary action to bring the
equipment carried on the advanced life support vehicles into compliance with the regulations;
5. Support the Medical Director/Chief Medical Officer by providing the personnel (paramedic,
EMT's, EMD's), to support protocol development and review in conjunction with the Medical
Director, and to provide Quality Assurance review in each division in keeping with regulations
of the Department of Health, Florida Administrative Code 64-E, and Florida Statute 401.
Necessary support positions to include those of Assistant Fire Chief of EMS, Deputy of EMS,
Occupational Health RN, two full-time Paramedic Instructors, of two (2) full-time Quality
Management ("QM") Officers, and sufficient training personnel to provide twenty- four (24)
hours per week of medical educational support in addition to that provided by the Paramedic
Instructor and QM Officers. In addition, a full-time Quality Assurance Officer for Emergency
Medical Dispatch must be assigned, and sufficient part-time personnel for Quality Assurance
reviews, dispatcher education, and other requirements to meet national certification standards
of the Medical Priority Dispatch System. Assignment of specific support personnel is subject
to the approval by a Selection Committee with Representatives from MFR Labor and
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City of Miami, Florida Interlocal Agreement
Management. The Medical Director/Chief Medical Officer or their designee will be a part of
this Selection Committee;
6. Provide and maintain a radio communication system that assures effective and un-interrupted
radio communication capability between EMS personnel and the designated radio physician;
7. Support, to the extent appropriate, legal services such as limited case review as may be
required by the Medical Director/Chief Medical Officer in the performance of their
responsibilities;
8. Provide remote access to Fire -Rescue Computer Aided Dispatch ("CAD") and Records
Management System ("RMS");
9. Have the City of Miami Fire Rescue Chief or Designee to make the final decision on the
selection of the Medical Director/Chief Medical Officer and the Associate Medical
Director/Associate Medical Officer; and
10. Provide the Medical Director and Associate Medical Director radios for communication,
uniforms, and ID Badges. Additionally, provide secure hotspot W-Fi services.
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City of Miami, Florida Interlocal Agreement
EXHIBIT B
COMPENSATION
Upon execution, this fee proposal will remain unchanged for 5 years. Should this Interlocal
Agreement be extended on a month to month basis, the compensation may be revised by mutual
agreement by the City and the Health Trust.
EMS medical direction services will be provided by the Emergency Care Center of Jackson
Memorial Hospital in consideration of the following:
Year 1-5
$295,580
$284,352
$ 11,228
Contract Cost (Base Contract Fee)
City of Miami component
Village of Key Biscayne component
All costs include the costs of staffing the Medical Director and positions at the levels outlined all
administrative services, all facilities and materials necessary for the duties outlined, and all
program supervision costs.
Base Contract
Year 1-5
Med. Director's Stipend, Miami (MFR) $143,150
Village of Key Biscayne (KBFR) $ 6,850
Sub -Total $150,000
Associate Medical Director Stipend, MFR $ 66,000
KBFR component $ 1,500
Sub -Total $ 67,500
Radio Physicians Stipend (Tier 3), MFR $ 67,452
KBFR component $ 2,628
Sub -Total $ 70,080
Miscellaneous Expenses
Membership, travel expenses. Training materials, certifications, etc.)
MFR $ 7,750
KBFR component $ 250
Sub -Total $ 8,000
Annual total
MFR component $284,352
KBFR component $ 11,228
TOTAL $295,580
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City of Miami, Florida Interlocal Agreement
EXHIBIT C
Insurance Requirements
Please refer to Section 14 of this Interlccal Agreement
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City of Miami, Florida Interlocal Agreement
EXHIBIT D (if applicable)
CORPORATE RESOLUTIONS
AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA ool1MoEe-
(To be provided upon document execution)
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