Professional Services Agreement between Frederick M. Keroff, M.D. DocuSign Envelope ID:357F1483-0965-405D-A563-20A68A623184 X20 /3 - g,/,.2
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN
CITY OF MIAMI BEACH
AND
FREDERICK M. KEROFF
FOR
MEDICAL DIRECTOR OF MIAMI BEACH FIRE DEPARTMENT
ADVANCED LIFE SUPPORT PROVIDER
THIS AGREEMENT made this 1 day of October 2020, by and between the CITY OF
MIAMI BEACH, a Florida municipal corporation having its address at 1700 Convention Center
Drive, Miami Beach, FL 33139 (City), and FREDERICK M. KEROFF, M.D. (CONTRACTOR).
WITNESSETH
WHEREAS, the City wishes to enter into an agreement with Contractor for Medical
Director of the City's Emergency Medical Services (EMS) provided by the City's Fire Department
(Agreement); and
WHEREAS, Contractor wishes to serve as Medical Director for the CITY's EMS.
NOW, THEREFORE, in consideration of the mutual covenants and other good and
valuable consideration the receipt and sufficiency of which is hereby acknowledged the parties
agree as follows:
1. Term. The initial term of the Agreement shall commence, as of the 1st day of
October 2020, and shall terminate on the 30th day of September, 2021. At his/her sole
discretion and convenience, and provided further that Contractor is in good standing
herein and is performing the services satisfactorily, the City Manager may renew this
Agreement for consecutive one (1) year renewal terms, upon sixty(60) days written prior
notice to Contractor.
2. Services.
2.1 Contractor is a medical doctor qualified and licensed as such under the Laws of
Florida and will retain said status throughout the Term of this Agreement. Contractor
agrees to direct and coordinate the delivery of the City's EMS system in accordance with
such rules and procedures as may be established by the State of Florida Department of
Health; Florida Administrative Code (F.A.C.) Section 64J-1.004 (Medical Direction);
Section F.S.401.265, Florida Statutes (Medical Directors); and other pertinent State,
County and Local Laws; all as may be amended from time to time. A current copy of
F.A.C. 64J-1.004 and F.S. 401.265 are attached hereto as Exhibit "A" and by reference
made a part hereof. Contractor acknowledges and represents that he has read and is
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familiar with the foregoing codes and statutes, and shall also stay advised and familiar
with any subsequent amendments thereto.
2.2 Contractor shall provide the following services:
(a) Consult in planning for Advanced Life Support provided by the Miami Beach Fire
Department including provision of vehicles, equipment, supplies, Paramedic and
Emergency Medical Technician training and utilization of medical facilities.
(b) Consult in coordination of training of Miami Beach Fire. Department Paramedics and
Emergency Medical Technicians and including testing and certification procedures in
conformance with the laws and regulations promulgated by the State of Florida, Miami-
Dade County, and the City of Miami Beach.
(c) Certify that each Miami Beach Fire Department Paramedic is qualified to administer
Basic and Advanced Life Support to sick or injured persons in a pre-hospital
environment according to the written Advanced Life Support service protocols of the
Medical Director.
(d) Coordinate, design, implement and participate in a quality control program of patient
care provided by the Emergency Medical Technicians and Paramedics of the
Advanced Life Support service. Medical Director shall conduct regular weekly review
sessions with the Emergency Medical Technicians and Paramedics in regard to the
medical management of patients on assigned rescue incidents to provide on-site
evaluation of their professional performances and management of patients.
(e) Participate in the planning and implementation of a Medical Priority Dispatch System,
including the review, approval and certification of dispatch protocols and establishment
of Quality Improvement/Assurance parameters.
(f) Report to the Department of Health and Rehabilitative Services any emergency
medical technician or paramedic deemed, in the opinion of the Medical Director, to be
incompetent in the performances of his/her duties. Such a report of alleged
incompetence shall include a statement of the acts of alleged incompetence.
(g) Coordinate the provision of and monitor communicationsbetween the area hospitals'
emergency department base station(s) and other network hospitals and the individual
Miami Beach Fire Department emergency medical rescue units for the purpose of
medical supervision of on-site emergency medical care by the paramedics.
(h) Provide liaison services between the Miami Beach Fire Department and the various
community hospitals and trauma centers utilized by the Miami Beach Fire Department
Advanced Life Support service. In addition, provide liaison for the Miami Beach Fire
Department to any agency of institution affecting the education of the paramedics or
community policies regarding the provision of Advanced Life Support services.
(i) Supervise a registered physician's assistant or other certified professional, who is
equally qualified in the area of Emergency Medical Services to provide assistance for
the Miami Beach Fire Department with the following responsibilities:
1. Carry out on-site monitoring.
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2. Quality control.
3. Educational requirements for State re-certification.
4. Training for regular weekly sessions on Advanced Life Support protocols.
5. Ride the ALS vehicle for on-site supervision and training.
6. Act as liaison between the Miami Beach Fire Department Emergency Rescue
Division Chief and the Medical Director with regard to all training and
educational activities.
7. Implement a system of review of all emergency medical rescue incident reports
and arrange for special training and education of the rescue personnel
deviation from protocol, exceptional cases in which the paramedics and EMTs
are involved.
8. Provide liaison between the emergency room staff of the area hospitals and
the Miami Beach Advanced Life Support service personnel.
9. Provide liaison between the area learning institutions, Miami Dade College and
University of Miami School of Medicine, and other related emergency medical
professional organizations.
3. Payment. In consideration for the Services, City agrees to pay Contractor
Forty-nine Thousand Five Hundred and Sixty-Seven Dollars and 00/100 ($49,567.00)
annually, for each year of the term and any renewal term(s) herein. This amount shall be
paid in bi-weekly installments of$1,906.42. The City reserves the right, at its sole
discretion, to adjust Contractor's compensation at the commencement of the first renewal
term, and at the commencement of any renewal term, and at the commencement of any
renewal term thereafter. Such adjustment, if any, shall be made prior to the commencement
of such renewal terms, and shall be approved, in writing by the City Manager or, if required,
the Mayor and City Commission.
4. Medical Malpractice Insurance. City agrees to provide, on behalf of the Contractor,
medical malpractice liability insurance for the period of time he acts as the City's Medical
Director. Such insurance shall cover Contractor only for the activities relating to Contractor's
services herein, and not for any other activities of Contractor. insurance is provided through
the City's Self-Insurance Fund for the City of Miami Beach pursuant to Fla. Stat. 768.28(16)(a),
which authorizes municipalities to be self-insured. The limits of liability are $200,000 per
person and $300,000 per claim. City shall have the option to self insure Contractor's medical
malpractice liability to the extent permitted by law, but only up to the limits set forth in Florida
Statutes, Section 768.28.
5. No partnership. Nothing herein contained shall create or be construed as creating a co-
partnership between the City and the Contractor. Contractor shall be deemed to be an
independent contractor and not an employee of the City; and shall not attain any rights or
benefits under the Civil Service or Pension Ordinance of the City; or any rights generally
afforded classified or unclassified employees. Furthermore, he shall not be entitled to Florida
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Worker's Compensation benefits as an employee of the City or accumulation of sick or annual
leave.
6. Contractor shall not assign, transfer or subcontract his rights and obligations under this
Agreement. However, in the event of any temporary absence of Contractor, coverage by
another contracted Medical Director within Miami-Dade County may be provided, but only with
the prior written approval of the City Manager.
7. This Agreement may be terminated without cause for the convenience of either party at any
time upon furnishing sixty (60) days written notice to the other party.
In the event of termination for convenience of either party, the Contractor shall be paid a
sum equal to all payments due to him for Services satisfactorily performed up to the date
of termination of this Agreement, provided Contractor is continuing to provide all Services
pursuant to the Agreement up to the date of termination.
8. This Agreement may be further terminated by the City for cause, effective upon ten (10) days
written notice to Contractor, as a result of Contractor's breach of any term set forth in this
Agreement, and/or Contractor's physical and/or mental inability to perform his duties under
this Agreement, or loss or impairment of his license to practice.
9. Contractor agrees to indemnify, defend and hold harmless the City of Miami Beach and its
officers, employees and agents from and against any and all actions, claims, liabilities, losses
and expenses, including, but not limited to, attorney's fees, for personal, economic or bodily
injury, wrongful death, loss of or damage to property, in law or in equity, which may arise or
be alleged to have arisen from the negligent acts or omission or other wrongful conduct of the
Contractor in connection with the Contractor's performance of the Services pursuant to the
Agreement. The Contractor's obligation under this section shall not include the obligation to
indemnify the City of Miami Beach and its officers, employees and agent from and against
and actions or claims which arise or are alleged to have arisen from negligent acts or
omissions or other wrongful conduct of the City and its officers, employees or agents. The
parties each agree to give the other party prompt notice of any claim coming to it knowledge
that in any way directly or indirectly affect the other party.
10.The City desires to enter into this Agreement only if in so doing the City can place a limit on
the City's liability for any cause of action for money damages due to an alleged breach by the
City of this Agreement so that its liability for any such breach never exceeds the sum of
$5,000.00. Contractor hereby expresses his willingness to enter onto this Agreement with
Contractor's recovery from the City for any damage, action for breach of contract to be limited
to a maximum amount of $5,000.00. Accordingly, and notwithstanding any other term or
condition of this Agreement, Contractor hereby agrees that the City shall not be liable to
Contractor for damages in an amount in excess of$5,000.00 for any action or claim for breach
of contract arising out of the performance or non-performance of any imposed upon the City
by this Agreement. Nothing contained in the subparagraph or elsewhere in this Agreement is
in any way intended to be a waiver of the limitation placed upon City's liability as set forth in
the Florida Statutes Section 758.28.
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11. INSPECTOR GENERAL AUDIT RIGHTS.
11.1. Pursuant to Section 2-256 of the Code of the City of Miami Beach,the City has established
the Office of the Inspector General which may, on a random basis, perform reviews, audits,
inspections and investigations on all- City contracts, throughout the duration of said
contracts. This random audit is separate and distinct from any other audit performed by or on
behalf of the City.
11.2. The Office of the Inspector General is authorized to investigate City affairs and
empowered to review past, present and proposed City programs, accounts, records, contracts
and transactions. In addition, the Inspector General has the power to subpoena witnesses,
administer oaths, require the production of witnesses and monitor City projects and programs.
Monitoring of an existing City project or program may include a report concerning whether the
project is on time, within budget and in conformance with the contract documents and
applicable law. The Inspector General shall have the power to audit, investigate, monitor,
oversee, inspect and review operations, activities, performance and procurement process
including but not limited to project design, bid specifications, (bid/proposal) submittals,
activities of the Contractor, its officers, agents and employees, lobbyists, City staff and elected
officials to ensure compliance with the contract documents and to detect fraud and corruption.
Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall
annual contract expenditures to fund the activities and operations of the Office of Inspector
General.
11.3. Upon ten (10) days written notice to the Contractor, the Contractor shall make all
requested records and documents available to the Inspector General for inspection and
copying. The Inspector General is empowered to retain the services of independent private
sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities,
performance and procurement process including but not limited to project design, bid
specifications, (bid/proposal) submittals, activities of the Contractor its officers, agents and
employees, lobbyists, City staff and elected officials to ensure compliance with the contract
documents and to detect fraud and corruption.
11.4. The Inspector General shall have the right to inspect and copy all documents and
records in the Contractor's possession, custody or control which in the Inspector General's
sole judgment, pertain to performance of the contract, including, but not limited to original
estimate files, change order estimate files, worksheets, proposals and agreements from and
with successful subcontractors and suppliers, all project-related correspondence,
memoranda, instructions, financial documents, construction documents, (bid/proposal) and
contract documents, back-change documents, all documents and records which involve cash,
trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and
personnel records and supporting documentation for the aforesaid documents and records.
11.5. The Contractor shall make available at its office at all reasonable times the records,materials,
and other evidence regarding the acquisition (bid preparation) and performance of this
Agreement, for examination, audit, or reproduction, until three (3) years after final payment
under this Agreement or for any longer period required by statute or by other clauses of this
Agreement. In addition:
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(a) If this Agreement is completely or partially terminated, the Contractor shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
(b) The Contractor shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until such
appeals, litigation, or claims are finally resolved.
11.6. The provisions in this section shall apply to the Contractor, its officers, agents,
employees, subcontractors and suppliers. The Contractor shall incorporate the provisions in
this section in all subcontracts and all other agreements executed by the Contractor in
connection with the performance of this Agreement.
11.7. Nothing in this section shall impair any independent right to the City to conduct
audits or investigative activities. The provisions of this section are neither intended nor shall
they be construed to impose any liability on the City by the Contractor or third parties.
12.All notices under the term of this Agreement shall be sent to the following:
Contractor: Dr. Fred M. Keroff
2883 E. Lake Vista Circle
Davie, FL 33328-1127
City: City of Miami Beach
Attn.: Fire Chief
Miami Beach Fire Dept.
2300 Pine Tree Drive
Miami Beach, FL 33140
With copies to: Office of the City Attorney
Attn.: Rafael E. Granado, City Clerk
City of Miami Beach
1700 Convention Center Drive, 4th Floor
Miami Beach, Florida 33139
13. This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Florida, both substantive and remedial, without regard to principles of conflict of laws. The
exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County,
Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal
court. BY ENTERING INTO THIS AGREEMENT, CONTRACTOR AND CITY EXPRESSLY
WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL
LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their appropriate officials as of the date entered above.
ATTEST: CITY OF MIAMI BEACH
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WITNESS: CONTRACTOR
BY:
SIGNATURE FREDERICK M. KEROFF, M.D.
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