HomeMy WebLinkAboutFrederick Keroff Prof. Agmt.
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PROFESSIONAL SERVICES AGREEMENT
BETWEEN
CITY OF MIAMI BEACH
AND
FREDERICK M. KEROFF
FOR
MEDICAL DIRECTOR OF MIAMI BEACH FIRE DEPARTMENT
ADVANCE LIFE SUPPORT PROVIDER
THIS AGREEMENT made this 1st day of October 2005, 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 FREDRICK M.
KEROFF, M.D. (CONTRACTOR), having his principle address at 2883 E. Lake Vista
Circle, Davie, FL 33328-1127.
WITNESSETH
WHEREAS, the CITY wishes to enter into an agreement 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
retroactively as of the 1 st day of October, 2005, and end on the 30th day of
September, 2006. At its sole discretion and convenience, and provided
further that Contractor is in good standing herein and is performing his
services satisfactorily, the CITY may renew this Agreement for
consecutive one (1) year renewal terms, upon sixty (60) days written prior
notice to Contractor.
2. Service. Contractor is a medical doctor qualified and licensed as such
under the Laws of Florida and will retain said statues 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 64E-2.004 (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. 64E-2.004 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 familiar
with the foregoing codes and statutes, and shall also stay advised and
familiar with any subsequent amendments thereto.
3. ScoDe of Services. 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, emergency 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 Advance Life support to sick or injured
persons in a pre-hospital environment according to the written Advance
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.
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(g) Coordinate the provision of and monitor communications
between 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.
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 personal
deviation from protocol, exceptional cases in which
the paramedics and emt's 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 Community Collage and University of
Miami School of Medicine, and other related
emergency medical professional organizations.
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4. Payment. CITY agrees to pay Contractor compensation for the above
Services to be provided herein at the following rate: forty four thousand
seven hundred forty six and 00/100 ($44,746.00), per one year term of this
Agreement throughout the term and any renewal term(s) herein. This
amount shall be paid in bi-weekly installments of $1,864.42. 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 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.
5. 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. 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.
6. 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 Worker's Compensation benefits as an
employee of the CITY or accumulation of sick or annual leave.
7. 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 and the Fire Chief.
8. This Agreement may be terminated without cause for the convenience of
either party at any time upon furnishing sixty {50) 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.
9. 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
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Agreement or loss or impairment of his license to practice. In this event,
the Contractor shall be paid a sum equal to all payments due to him for
Services satisfactorily performed up to the termination date.
10. 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.
11. 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.
12. All notices under the term of this Agreement shall be sent to the following:
Contractor:
Dr. Fred M. Keroft
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
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With cooies to:
Office of the City Attorney
Attn.: Rhonda Hasan, Esquire
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.
ATTEST:: .
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CITY CLERK.'
I BEACH
IN WITNESS WHEREOF, the parties hereto h 'e c s d this Agreement to be
executed by their appropriate officials as of the date e e d b e.
WITNESSES:
CONTRACTOR
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SIGNATURE
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PRINT NAME ~C),\~y*~~.\., NOELC. STEVENS
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EXPIRES: May 11, 2007
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SIGNATURE
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PRINT NAME
APPROVED AS TO
FORM & LANGUAGE
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