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HomeMy WebLinkAboutMt. Sinai Medical Center Jot6~- ,7 j-rS-7 '1l~7 K . PROFESSIONAL SERVICE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND MOUNT SINAI MEDICAL CENTER OF FLORIDA, INC. FOR THE PROVISION OF VARIOUS MEDICAL SERVICES THAT MAY BE NECESSARY OR REQUIRED BY THE CITY OF MIAMI BEACH, LOCAL, STATE, AND FEDERAL LAWS, PURSUANT TO REQUEST FOR PROPOSALS (RFP) NO. ~-G4I05 ~. THIS AGREEMENT made and entered into this I day of ~2~ is by and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), a municipal corporation, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and MOUNT SINAI MEDICAL CENTER OF FLORIDA, INC. (hereinafter referred to as Consultant), a not for profit Florida corporation, whose address 4300 Alton Road, Miami Beach, Florida 33140. Agreement: City Manager: Consultant: Services: Fee: Proposal Documents: MIA\lS702S,S SECTION 1 DEFINITI-NS This Agreement between the City and Consultant. The Chief Administrative Officer of the City. Mount Sinai Medical Center of Florida, Inc. For the purposes of this Agreement, Consultant shall be deemed to be an independent Consultant, and not an agent or employee of the City. All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement, as described in Section 2. Amount paid to the Consultant in return for the performance of the Services set forth herein. Shall mean "City of Miami Beach Request for Proposals No. 24- 04/05 for a Medical Services Provider for the Provision of Various Medical Services that may be Necessary or Required by the City of Miami Beach, Local, State, and Federal Laws" (RFP No. 24-04/05), 1 issued by the City in contemplation of this Agreement, together with all amendments thereto, if any, and the Consultant's proposal in response thereto (Proposal), which are incorporated in this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, this Agreement shall prevail. The Proposal Documents are attached hereto and incorporated herein as Exhibit "A". Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139, telephone number (305) 673-7000, Ext. 6435, and fax number (305) 673- 7023. SECTION 2 SCOPEef WORK The scope of work to be performed by Consultant is set forth in Exhibit "B", attached hereto and incorporated herein, entitled "Scope of Service~" (Services). SECTION 3 - 3.1 FIXED F= Consultant shall be compensated for the Services, as set forth in Section 2 and Exhibit "B", in accordance with its Price Proposal, as set forth in its Proposal, as attached hereto and incorporated herein as Exhibit "C". Notwithstanding Consultant's Price Proposal, in no event shall Consultant exceed the annual fixed cap of $225,000, in its provision of the Services set forth herein. 3.2 INVOl91NG Consultant shall submit a monthly invoice, which invoice shall include, at a minimum, a detailed description of the portion of the Services completed and the charges for same. 3.3 MEDfOD OF PAYMf.:ffi The City shall make payment to Consultant for Services rendered within thirty (30) days of the date of Consultant's invoice. Invoices not paid within the thirty (30) day period referred to above shall bear interest at the rate of 18% per annum, such interest to begin to accrue on the thirty first day after the date of the invoice. Consultant shall mail all invoices to: 2 MIA\15702S.s City of Miami Beach Human Resources Department Attn: Mayra Diaz Buttacavoli, Human Resource & Risk Management Director 1700 Convention Center Drive, 2nd Floor Miami Beach, Florida 33139 SEcnON 4 GEN~RAL PROVIJIONS 4.1 RESPONSUl!LITY Or:..ItlE CONSUL TA~T With respect to the performance of the Services, the Consultant shall exercise that degree of skill, care, efficiency and diligence normally exercised by similarly situated providers in the community. In its performance of the Services, the Consultant shall comply with all applicable local, state and federal laws, ordinances, and regulations. 4.2 PUBLIC I;NTITY CRIMD A State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes shall be filed with the City's Procurement Division, prior to commencement of the Services herein. 4.3 TERM OF AGREWtJI The term of this Agreement shall be for an initial term of one (1) year, commencing on December 1, 2005, and ending on November 30, 2006. Thereafter, this Agreement may be renewed for up to four (4) additional one year renewal terms, under the same terms and conditions provided herein upon mutual agreement of the parties in writing. Consultant agrees and acknowledges that it shall provide the City with written notice of its intent to renew, or not renew, the Agreement, no less than sixty (60) days prior to the expiration of the initial term, or a renewal term, as the case may be. 4.4 JNTENTIONALL Y ;".~ 4.& INDEMNIFICATIQN Consultant agrees to indemnify and hold harmless the City 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, at law or in equity, which arise from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its employees, agents, subcontractors, or any other person or entity acting under Consultant's control, in connection with the Consultant's performance of the 3 MIA\lS702S.S Services pursuant to this Agreement and to that extent, the Consultant shall pay all such claims and losses and shall pay all such costs and judgments which 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 oA,) of the total compensation to the Consultant for performance of the Services under this Agreement is the specific consideration from the City to the Consultant for the Consultant's Indemnity Agreement. The Consultant's obligation under this section shall not include the obligation to indemnify the City and its officers, employees and agents, from and against any actions or claims which arise 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. This Indemnification shall survive termination of this Agreement. 4.8 TERMINATIOli, SU_PI;NIION AND SANCTIQHI 4.8.1 Termination for Cause If the Consultant 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 this Agreement for cause. Prior to exercising its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of this Agreement and shall grant Consultant thirty (30) days to cure such default. If such default remains uncured after thirty (30) days, the City, upon fifteen (15) days' notice to Consultant, may terminate this Agreement and the City shall be fully discharged from any and all liabilities, duties and terms arising out of/or by virtue of this Agreement. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Consultant. The City, at its sole option and discretion, shall additionally be entitled to bring any and alllegallequitable actions that it deems to be in its best interest in order to enforce the City's right and remedies against the Consultant. The City shall be entitled to recover all costs of such actions, including reasonable attorneys' fees. If the City shall fail to fulfill in a timely manner, or otherwise violate any of the covenants, agreements, or stipulations material to this Agreement, the Consultant shall thereupon have the right to terminate this Agreement for cause. Prior to exercising its option to terminate for cause, the Consultant shall notify the City of its violation of the particular terms of this Agreement and shall grant the City thirty (30) days to cure such default. If such default remains uncured after thirty (30) days, the Consultant, upon fifteen (15) days' notice to the City, may terminate this Agreement 4 MIA\lS702S.S and the Consultant shall be fully discharged from any and all liabilities, duties and terms arising out of/or by virtue of this Agreement. Notwithstanding the above, the City shall not be relieved of liability to the Consultant for damages sustained by the Consultant by any breach of the Agreement by the City. The Consultant, at its sole option and discretion, shall additionally be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the Consultant's right and remedies against the City. The Consultant shall be entitled to recover all costs of such actions, including reasonable attorneys' fees. 4.8.2 Termination for Convenience of CII' NOTWITHSTANDING SECTION 4.8.1, THE CITY MAY ALSO, FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THIS AGREEMENT AT ANY TIME DURING THE TERM HEREOF BY GIVING WRITTEN NOTICE TO THE CONSULTANT OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE SIXTY (60) DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF THE WRITTEN TERMINATION NOTICE. IN THAT EVENT, ALL CITY RECORDS, FINISHED OR UNFINISHED DOCUMENTS AND OTHER MATERIALS RETAINED OR STORED BY CONSULTANT BY OR ON BEHALF OF THE CITY PURSUANT TO CONSULTANT'S PROVISION OF THE SERVICES CONTEMPLATED IN THIS AGREEMENT, EXCEPT FOR MEDICAL RECORDS THAT MAY BE CREATED BY CONSULTANT, WHICH SHALL REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF THE CONSULTANT, SHALL BE ASSEMBLED AND DELIVERED TO THE CITY AT CONSULTANT'S SOLE COST AND EXPENSE. IF THE AGREEMENT IS TERMINATED BY THE CITY AS PROVIDED IN THIS SUBSECTION, CONSULTANT SHALL BE PAID FOR ANY SERVICES PERFORMED UP TO AND INCLUDING THE EFFECTIVE DATE OF TERMINAnON; PROVIDED, HOWEVER, THAT AS A CONDITION PRECEDENT TO SUCH PAYMENT, CONSULTANT SHALL DELIVER ANY AND ALL OF THE AFORESAID RECORDS, DOCUMENTS, MATERIALS, ETC. TO CITY, AS REQUIRED HEREIN. 4.8.3 TermlnatlmLfor Insolvency The City also reserves the right to terminate the Agreement in the event the Consultant 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 4.6.2. 4.6.4 _ementatlon of Termination In the event of termination, either for cause or for convenience, the Consultant, upon receipt of the Notice of Termination, shall (1 ) stop the performance of Services under this Agreement on the date and to the extent specified in the Notice 5 MIA\lS702S.S of Termination; (2) promptly assemble and submit, as provided herein, all documents contemplated in subsection 4.6.2; and (3) complete performance of Services that had been scheduled prior to receipt of the Notice of Termination. 4.8.6 Sanctions for ~oncomDllanc. wl~h Nondiscrimination Provisions In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the City may terminate this Agreement as provided for in Section 4.6.1 hereof. 4.7 CHA Changes and additions to the Agreement may only be made by a written amendment signed by the duly authorized representatives of the City and Consultant. No alteration, change, or modification of the terms of this Agreement shall be valid unless amended in writing, signed by both parties hereto, and approved by the City. 4.8 OWNE8ltU.P 9F j)OCU~ENle Any and all records documents prepared and/or maintained by the Consultant pursuant to this Agreement, except for any medical records which may be created by Consultant hereunder, are intended to be owned by the City. Any reuse, distribution, or dissemination of same by Consultant, other than to the City, must be first approved in writing by the City. 4.9 IN The Consultant shall not commence any work pursuant to this Agreement until all insurance or self insurance required under this Section has been obtained and such insurance or self insurance has been approved by the City's Risk Manager. The Consultant shall maintain and carry in full force during the term of this Agreement the following insurance or self insurance: 1. Commercial General Liability (including, but not limited to, comprehensive general liability including bodily injury, personal injury, property damage) in the amount of a combined single limit of not less than $1,000,000, naming the City of Miami Beach, Florida, as a certificate holder and an additional insured. Coverage shall be provided on an occurrence basis. 2. Automobile Liability. A policy including, but not limited to, automobile liability (including bodily injury, personal injury, and property damage), in the amount of a combined single limit of not less than $1,000,000. Coverage shall be provided on an occurrence basis. The City of Miami Beach must be named as a certificate holder and additional insured on the policy. 3. Workers Compensation & Employers Liability as required pursuant to Florida Statute. 6 MIA\15702S.5 4. Medical Malpractice. A policy of medical malpractice insurance of not less than $1,000,000. Coverage shall be provided on an occurrence basis. 5. 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. 6. Original certificates 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. 7. The Consultant is solely responsible for obtaining and submitting all insurance certificates for its sub-consultants. All insurance policies must be issued by companies authorized to do business under the laws of the State of Florida. The companies must be rated no less than "B+" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City's Risk Manager. Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and obligations under this Section or under any other portion of this Agreement, and the City shall have the right to obtain from the Consultant specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required overage. Notwithstanding the foregoing, Consultant may self insure for the amounts and types of insurance provided above. Prior to commencement of the provision of Services under this Agreement, Consultant shall present evidence of self insurance to the City. 4.9.1 ,Endorsements If the Consultant is not self-insured, all of Consultant'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. 4.9.2 Certificate. Unless directed by the City otherwise, the Consultant shall not commence any services pursuant to this Agreement until the City has received and approved, in writing, certificates of insurance or self insurance showing that the requirements of this Section 4.9 (in its entirety) have been met and provided for. 4.10 AJIIGNMt;Nl. T~NSFER OR SUBCON1:tb\CT(tQ The Consultant shall not subcontract, assign, or transfer any work under this Agreement in whole or in part, without the prior written consent of the City. 4.11 'UBCONTRACTOR~ The Consultant shall be liable for the Consultant's services, 7 MIA\15702S,S responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of any and all subcontractors, and any other person or entity acting under the direction or control of the Consultant. When the term "Consultant" is used in this Agreement, it shall be deemed to include any subcontractors and any other person or entity acting under the direction or control of Consultant. All subcontractors must be approved in writing by the City prior to their engagement by Consultant. 4.12 EQUAL EMPLOYM~PORTUNITY In connection with the performance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, physical handicap or sexual orientation. 4.13 CONFLICt..QE INTEREST The Consultant agrees to adhere to and be govemed by the Metropolitan Miami-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 Consultant 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 Consultant further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. 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. 4.14 Any patentable result arising out of this Agreement, as well as all information, specifications, processes, data and findings, shall be made available to the City for public use. No reports, other documents, articles or devices produced in whole or in part under this Agreement shall be the subject of any application for copyright or patent by or on behalf of the Consultant or its employees or sub-contractors, without the prior written consent of the City. 4.15 NOTICES All notices and communications in writing required or permitted 8 MIA\15702S,S hereunder may be delivered personally to the representatives of the Consultant and the City listed below or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of dispatch). Until changed by notice in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: Linda Arama, Director Patient Access/Employee Health Occupational Health Department Mount Sinai Medical Center 4300 Alton Road Miami Beach, Florida 33140 With a copy to: Arnold M. Jaffee, Esq. General Counsel Mount Sinai Medical Center 4300 Alton Road Miami Beach, Florida 33140 TO CITY: City of Miami Beach, Risk Management Human Resources Department Altn: Mayra Diaz Buttacavoli Human Resource & Risk Management Director 1700 Convention Center Drive, 3rd Floor Miami Beach, Florida 33139 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.18 E Exclusive venue for the enforcement of this Agreement shall lie in Miami- Dade County, Florida. 4.17 ~ pF C'TY'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 each twelve (12) month period this Agreement is in effect 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 during such twelve (12) month period never exceeds the sum of $225,000 minus amounts paid pursuant to this 9 MIA\lS702S,S Agreement for such twelve (12) month period. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract for each twelve (12) month period of this Agreement to be limited to a maximum amount of $225,000 minus amounts paid pursuant to this Agreement during the applicable twelve (12) month period. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to the Consultant for damages for each twelve (12) month period of this Agreement in an amount in excess of $225,000 minus amounts paid pursuant to this Agreement for such twelve (12) month period 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. 4.18 This writing and all exhibits hereto embody the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to the subject matter hereof that are not merged herein and superceded hereby. The terms and conditions of the Proposal Documents, as attached hereto and incorporated herein in Exhibit "A" , are incorporated into this Agreement and shall, accordingly, be binding upon Consultant and the City; provided, however, that in the event of an express conflict between the provisions (or a particular provision) of the Proposal Documents and this Agreement, then the terms of this Agreement shall prevail. F:\attoY\GURY\GREEMNnMt, SInai Meet Cntr. . Prof, Servlce Agreement (Flnal),DOC [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 10 MIA\lS702S.S 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: ATTEST: CITY OF MIAMI BEACH, FLORIDA ~~. f ~G~ By: City Clerk Robert Parcher ~: MOUNT SINAI MEDICAL CENTER OF FLORIDA, INC. ATTEST: By: /\. 0 LA ~ ~~~'~ pL!1 Secretary ~ ~aS\Jfdi> Print Name ~~~ ~. '1f~~/lSTO Print Name GUAGE & FOR EXECUTION 11 l J .. '),~-- rJS Date MIA\lS7025,S