95-21710 Reso •
RESOLUTION NO. 95-21710
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA,
AUTHORIZING A PROFESSIONAL SERVICES
AGREEMENT BETWEEN MIAMI HEART INSTITUTE
AND THE CITY OF MIAMI BEACH TO PROVIDE
COMPREHENSIVE MEDICAL EVALUATIONS,
EVALUATION AND TREATMENT OF WORKERS'
COMPENSATION CLAIMS, RETENTION OF MEDICAL
RECORDS, PSYCHIATRIC SERVICES, IMMUNIZATION
PROGRAM, DRUG & ALCOHOL TESTING PROGRAM,
WELLNESS PROGRAM,AND AN EMPLOYEE ASSISTANCE
PROGRAM FOR CITY OF MIAMI BEACH EMPLOYEES
FOR A ONE YEAR TERM, WITH AN OPTION FOR A
SECOND AND THIRD YEAR TERM, AT THE CITY'S
DISCRETION
WHEREAS, the City solicited proposals for a service provider to supply Comprehensive
Medical Evaluations, Evaluation and Treatment of Workers' Compensation Claims, Retention of
Medical Records, Psychiatric Services, Immunization Program, Drug& Alcohol Testing Program,
Wellness Program, and an Employee Assistance Program for City of Miami Beach Employees
pursuant to Request for Proposals No. 33 - 94/97(RFP); and
WHEREAS, Miami Heart Institute(Hospital)agreed to provide services specified pursuant
to the Hospital's response to the RFP; and
WHEREAS, the parties have negotiated the attached Professional Services Agreement to
provide Comprehensive Medical Evaluations, Evaluation and Treatment of Workers' Compensation
Claims, Retention of Medical Records, Psychiatric Services, Immunization Program, Drug &
Alcohol Testing Program, Wellness Program, and an Employee Assistance Program for City of
Miami Beach Employees (the Agreement).
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH,FLORIDA, that the Mayor and City Clerk
are herein authorized to execute the attached Professional Services Agreement with the Miami
Heart Institute to provide Comprehensive Medical Evaluations, Evaluation and Treatment of
Workers' Compensation Claims, Retention of Medical Records, Psychiatric Services, Immunization
Program, Drug & Alcohol Testing Program, Wellness Program, and an Employee Assistance
Program for City of Miami Beach Employees,said agreement having a one year term,with an option
for a second and third year term, at the City's discretion.
PASSED AND ADOPTED THIS 13th DAY OF September 1995.
I
MAYOR
ATTEST: FORM APPROVED
LEGAL D T
By
Date ` /9/eS
CITY CLERK
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
COMMISSION MEMORANDUM NO. (� is /,
TO: Mayor Seymour Gelber and
Members of the City Commission DATE: September 13, 1995
FROM: Jose Garcia-Pedrosa
City Manager
SUBJECT: 16/
RESOLUTION •' E MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING A PROFESSIONAL SERVICE
AGREEMENT BETWEEN MIAMI HEART INSTITUTE AND THE CITY OF MIAMI
BEACH TO PROVIDE COMPREHENSIVE MEDICAL EVALUATIONS,
EVALUATION AND TREATMENT OF WORKERS' COMPENSATION CLAIMS,
RETENTION OF MEDICAL RECORDS, PSYCHIATRIC SERVICES,
IMMUNIZATION PROGRAM, DRUG & ALCOHOL TESTING PROGRAM,
WELLNESS PROGRAM, AND AN EMPLOYEE ASSISTANCE PROGRAM (EAP)
FOR CITY OF MIAMI BEACH EMPLOYEES FOR A ONE YEAR TERM,WITH AN
OPTION FOR A SECOND AND THIRD YEAR, AT THE CITY'S DISCRETION.
ADMINISTRATION RECOMMENDATION
The Administration recommends to the Mayor and City Commission to approve the resolution
authorizing the Mayor and the City Clerk to execute a Professional Services Agreement between
the City of Miami Beach and Miami Heart Institute.
BACKGROUND
At its July 12, 1995 meeting, the City Commission awarded Bid No. 33-94/97 to Miami Heart
Institute to provide comprehensive medical evaluations, evaluation and treatment of workers'
compensation claims, retention of medical records, psychiatric services, immunization program,
drug & alcohol testing program, wellness program, and an employee assistance program (EAP)
for City of Miami Beach employees. Please refer to Commission Memorandum No. 522-95;
Agenda Item: C-2-I; Date: July 12, 1995.
CONCLUSION
The Administration recommends to the Mayor and City Commission to approve the resolution
authorizing the Mayor and the City Clerk to execute a Professional Services Agreement between
the City of Miami Beach and Miami Heart Institute.
JGP:TCA:DMR/LS
AGENDA ITEM
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DATE ` ' 3
PROFESSIONAL SERVICES AGREEMENT FOR
COMPREHENSIVE MEDICAL EVALUATIONS,
EVALUATION AND TREATMENT OF WORKERS' COMPENSATION CLAIMS,
RETENTION OF MEDICAL RECORDS, PSYCHIATRIC SERVICES,
IMMUNIZATION PROGRAM, DRUG & ALCOHOL TESTING PROGRAM,
WELLNESS PROGRAM,AND AN EMPLOYEE ASSISTANCE PROGRAM FOR
CITY OF MIAMI BEACH EMPLOYEES
BETWEEN THE CITY OF MIAMI BEACH
AND
MIAMI HEART INSTITUTE
This Agreement for Professional Comprehensive Medical Evaluations, Evaluation and
Treatment of Workers' Compensation Claims, Retention of Medical Records, Psychiatric Services,
Immunization Program, Drug & Alcohol Testing Program, Wellness Program, and an Employee
Assistance Program for City of Miami Beach Employees is made and entered into this /s' day
of C>>c_t>l�j 19q ,by and between the CITY OF MIAMI BEACH(hereinafter referred to
as the City) and MIAMI HEART INSTITUTE (hereinafter referred to as the Hospital).
WHEREAS, the City desires to enter into an Agreement with the Hospital to provide
professional Comprehensive Medical Evaluations, Evaluation and Treatment of Workers'
Compensation Claims,Retention of Medical Records,Psychiatric Services, Immunization Program,
Drug& Alcohol Testing Program, Wellness Program,and an Employee Assistance Program for the
City of Miami Beach pursuant to Request for Proposal No. 33 - 94/97 (hereinafter referred to as the
RFP); and
WHEREAS,the Hospital desires to provide the services specified pursuant to the Hospital's
response to RFP.
NOW, THEREFORE, it is mutually agreed as follows:
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ARTICLE I OBLIGATION AND RESPONSIBILITY OF THE HOSPITAL
In consideration of the payments by the City to the Hospital hereunder, the Hospital
and the City agree as follows:
A. The Hospital agrees to provide the services provided in the RFP and the Hospital's
proposal (the Proposal) in response thereto,which RFP and Proposal are attached as
Exhibit "A" hereto and are incorporated herein to the extent that they are not
inconsistent with this Agreement, but in the event of any inconsistency this
Agreement shall prevail.
B. Without limitation, neither Hospital nor Hospital's employees will be treated as an
employee of the City for any reason.
C. Nothing contained in this Agreement shall be construed to require the Hospital to
perform any procedure or course of treatment which the Hospital deems
professionally unacceptable.
D. The City will provide its employees and pre-employment applicants with
identification and will provide verification by its Human Resources Director, as
requested by the Hospital.
E. The Hospital will make its best efforts to assure that the waiting time for City
employees shall not exceed twenty (20) minutes. The Hospital agrees to provide
adequate parking for all City employees seeking medical services hereunder at no
additional cost to the City or City employee.
F. This Agreement, together with the RFP and the Proposal, comprises the entire
Agreement. Neither the City nor the Hospital has made any representations or
warranties other than those set forth in this Agreement and the RFP and the Proposal.
ARTICLE II PAYMENTS TO HOSPITAL
A. The City agrees to pay the Hospital NINETY-EIGHT THOUSAND SEVEN
HUNDRED DOLLARS ($98,700.00) for the first year of this Agreement, payable
at EIGHT THOUSAND TWO HUNDRED TWENTY FIVE DOLLARS($8,225.00)
per month, net, thirty (30) days after presentation of an invoice for the previous
month's services.
B. Payment for workers'compensation and/or job related claims will be paid by the City
only in cases where it is determined by the City, at the City's discretion and on a case
by case basis,that the claim is in fact compensable. The City will authorize the City
employee to go to the Hospital based on the employee's allegation that the claim or
injury is job related, but such authorization does not constitute any representation by
the City that the claim is in fact compensable or any representation by the City that
the City will pay the claim. In the event that any such claim is determined by the
City or the City's workers' compensation carrier to be non job related then the
Hospital may seek recovery from the City employee via the employee's health
insurance.
C. The Hospital may bill services not included in the services provided under the RFP
or Proposal to the City or the City employees, as appropriate. The Hospital shall
look solely to these sources of payment for services not included in the City's
contract price,and the City makes no guarantee or warrant for payment of such other
services.
ARTICLE III GENERAL PROVISIONS
3.1 RESPONSIBILITY OF THE HOSPITAL
With respect to the performance of the Services, the Hospital shall exercise that
degree of skill, care, efficiency, and diligence normally exercised by recognized
•
professionals with respect to the performance of comparable Services. In its
performance of the Services, the Hospital shall comply with all applicable laws,
ordinances, and guidelines including but not limited to applicable regulations of the
City, County, State, Federal Government, ADA, EEO Regulations and Guidelines.
3.2 PUBLIC ENTITY CRIMES
State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a)
Florida Statute on Public Entity Crimes, Exhibit "C".
3.3 PROJECT MANAGEMENT
The Hospital shall appoint a qualified individual acceptable to the City to serve as
Project Manager for the Services who shall be fully responsible for the day-to-day
activities under this Agreement and who shall serve as the primary contact for the
City's Project Coordinator.
3.4 INDEMNIFICATION
Hospital agrees to indemnify 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, attorneys' 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 Hospital, employees, or agents in
connection with the Hospital's performance of Services pursuant to this Agreement;
and to that extent, the Hospital shall pay all such claims and losses and shall pay all
such costs and judgements which may issue from any lawsuit arising from such
claims and losses, and shall pay all costs and attorneys fees expended by the City in
the defense of such claims and losses, including appeals. The parties agree that one
percent (1%) of the total Compensation to the Hospital for performance of this
Agreement is the specific consideration from the City to the Hospital for the
Hospital's Indemnity Agreement.
The Hospital's obligation under this article shall not include the obligation to
indemnify the City of Miami Beach and its officers,employees, and agents, from and
against any 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,
and agents. The parties each agree to give the other party prompt notice of any claim
coming to its knowledge that in any way directly or indirectly affects the other party.
3.5 INSURANCE REQUIREMENTS
The Hospital shall not commence any work pursuant to this Agreement until
insurance required under this Section has been approved by the City's Risk Manager.
The Hospital shall maintain and carry in full force during the term of this Agreement
the following insurance:
1. Professional Liability (Medical Malpractice) in the amount of $1,000,000
per occurrence. The insurance must be furnished by insurance companies
authorized to do business in the State of Florida and approved by the City's
Risk Manager.
2. Thirty (30)days written notice of cancellation or substantial modification in
the insurance coverages must be given to the City by the Hospital and
insurance company.
3. Original certificate of insurance for the above coverage must be submitted to
the City's Risk Manager for approval prior to any work commencing. These
•
certificates will be kept on file in the office of the Risk Manager, 3rd Floor,
City Hall.
3.5.1 Endorsements
All of Hospital's certificates,above,shall contain endorsements providing that written
notice shall be given to the City at least thirty (30) days prior to termination,
cancellation or reduction in coverage in the policy.
3.5.2 Certificates
Unless directed by the City otherwise, the Hospital shall not commence any services
pursuant to this Agreement until the City has received and approved, in writing,
certificates of insurance showing that the requirements of this Section(in its entirety)
have been met and provided for.
3.6 TERMINATION. SUSPENSION AND SANCTIONS
3.6.1 Termination for Default
If through any cause within the reasonable control of the Hospital,the Hospital shall
fail to fulfill in a timely manner, or otherwise violate any of the covenants,
agreements,or stipulations material to this Agreement,the City shall thereupon have
the right to terminate the Services then remaining to be performed by giving written
notice to the Hospital of such termination which shall become effective upon receipt
by the Hospital of the written termination notice.
Notwithstanding the above, the Hospital shall not be relieved of liability to the City
for damages sustained by the City by virtue of any breach of the Agreement by the
Hospital and the City may reasonably withhold payments to the Hospital for the
purposes of set off until such time as the exact amount of damages due the City from
the Hospital is determined.
3.6.2 Termination for Convenience of City
The City may, for its convenience, terminate the Services then remaining to be
performed at any time by giving written notice to Hospital of such termination,
which shall become effective seven (7) days following receipt by Hospital of the
written termination notice. If the Agreement is terminated by the City as provided in
this Section,the City shall compensate the Hospital in accordance with Article II for
all Services actually performed by the Hospital and reasonable direct costs of
Hospital for assembling and delivering to City all documents. Such payments shall
be the total extent of the City's liability to the Hospital upon a Termination as
provided for in this Section.
3.6.3 Termination for Insolvency
The City also reserves the right to terminate the remaining Services to be performed
in the event the Hospital is placed either in voluntary or involuntary bankruptcy or
makes an assignment for the benefit of creditors. In such event, the right and
obligations for the parties shall be the same as provided for in Section 3.6.2.
3.6.4 Sanctions for Noncompliance with Nondiscrimination Provisions
In the event of the Hospital's noncompliance with the nondiscrimination provisions
of this Agreement,the City shall impose such Agreement Sanctions as the City or the
State of Florida may determine to be appropriate, including but not limited to
withholding of payments to the Hospital under the Agreement until the Hospital
complies and/or cancellation,termination or suspension of the Services, in whole or
in part. In the event the City cancels or terminates the Services pursuant to this
Section the rights and obligations of the parties shall be the same as provided in
Section 3.6.2.
3.7 ASSIGNMENT.TRANSFER OR SUBCONTRACTING
The Hospital shall not subcontract, assign, or transfer his/her rights or obligations
under this Agreement without the written consent of the City. When applicable and
upon receipt of such consent in writing, the Hospital shall cause the names of the
individuals or consulting firms responsible for the major portions of each separate
specialty of the work to be inserted into the pertinent documents or data. The
Hospital shall include in such subcontracts the appropriate versions of the Sections
of this Agreement as are necessary to carry out the intent of this Agreement, as
instructed by the City.
3.8 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Hospital shall not
discriminate against any employee or applicant for employment because of age,
ancestry, citizenship or intending citizenship status, color,disability, gender, marital
status, national origin, place of birth, race, religion, or sexual orientation. The
Hospital shall take affirmative action to ensure that applicants are employed and that
employees are treated during their employment without regard to their age, ancestry,
citizenship or intending citizenship status, color, disability, gender, marital status,
national origin,place of birth, race,religion, or sexual orientation. Such action shall
include, but not be limited to the following: employment, upgrading, demotion, or
termination; recruitment or recruitment advertising; layoff or termination; rates of
pay, or other forms of compensation; and selection for training, including
apprenticeship.
3.9 CONFLICT OF INTEREST
The Hospital agrees to adhere to and be governed by the Metropolitan Dade County
Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami
Beach Charter and Code, which are incorporated by reference herein as if fully set
forth herein, in connection with the Agreement conditions hereunder.
The Hospital covenants that it presently has no interest and shall not acquire any
interest, direct or indirectly which should conflict in any manner or degree with the
performance of the Services. The Hospital further covenants that in the performance
of this Agreement, no person having any such interest shall knowingly be employed
by the Hospital. No member of or delegate to the Congress of the United States shall
be admitted to any share or part of this Agreement or to any benefits arising
therefrom.
3.10 LITIGATION JURISDICTION
Any litigation between the parties,arising of, or in connection with this Agreement,
shall be initiated either in the court system of the State of Florida or the United States
District Court for the Southern District of Florida.
3.11 LIMITATION OF CITY'S LIABILITY
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 the City's liability for any such
breach never exceeds the sum of$98,700.00. Hospital hereby expresses his/her
willingness to enter into this Agreement with Hospital's recovery from the City for
any damage action for breach of contract to be limited to a maximum amount of
$98.700.00 less the amount of all funds actually paid by the City to Hospital pursuant
to this Agreement.
Accordingly, and notwithstanding any other term or condition of this Agreement,
Hospital hereby agrees that the City shall not be liable to the Hospital for damages
in an amount in excess of$98,700.00 which amount shall be reduced by the amount
actually paid by the City to Hospital pursuant to this Agreement, for any action or
claim for breach of contract arising out of the performance or non-performance of
any obligations imposed upon the City by this Agreement. Nothing contained in this
section 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 Florida Statutes, Section 768.28.
3.12 ARBITRATION
Any controversy or claim for money damages arising out of or relating to this
Agreement, or the breach hereof, shall be settled by arbitration in accordance with
the Commercial Arbitration Rules of the American Arbitration Association, and the
arbitration award shall be final and binding upon the parties hereto and subject to no
appeal, and shall deal with the question of the costs of arbitration and all matters
related thereto. In that regard,the parties shall mutually select one arbitrator, but to
the extent the parties cannot agree upon the arbitrator,then the American Arbitration
Association shall appoint one. Judgement upon the award rendered may be entered
into any court having jurisdiction, or application may be made to such court for an
order of enforcement. Any controversy or claim other than a controversy or claim
for money damages arising out of or relating to this Agreement,or the breach hereof,
including any controversy or claim relating to the right to specific performance shall
be settled by litigation and not arbitration.
ARTICLE IV CHANGES IN AGREEMENT
This Agreement, including the RFP and the Hospital's responses and any other
amendments hereinafter executed by both parties, may only be changed by a written
Agreement executed by both parties.
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ARTICLE V NOTICES
Any notices required to be given pursuant to the provisions of this Agreement shall
be in writing and shall be sent by certified mail, return receipt requested, prepaid to:
HOSPITAL: Miami Heart Institute
Stephen Bernstein, President& CEO
4701 Meridian Avenue
Miami Beach, Florida 33141
CITY: City of Miami Beach
Jose Garcia-Pedrosa, City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
WITH COPIES TO: Murray H. Dubbin, Interim City Attorney
1700 Convention Center Drive
Miami Beach, Florida 33139
Either party may, at any time, designate any other address in place of those given above by
written notice to the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH
ATTEST:
By: •
terim City Clerk,Jack Lubin or, Seymour Gelber
FORM APPROVED
LEGAL E .
By
FOR HOSPITAL: Date y/7
WITNESS:
C9 -7 B yam. `
Miami Heart Institute