Original Treasure Coast Medical Assoc-Employee Health ClinicAGREEMENT TO PIGGYBACK A CONTRACT FOR SERVICES BID BY ANOTHER
GOVERNMENTAL ENTITY
WHEREAS, OKEECHOBEE COUNTY, 312 N.W. 3rd Street, Okeechobee, Florida 34972, a political
subdivision of the State of Florida, entered into an agreement dated September 26, 2017, a copy of which is
attached hereto, with TREASURE COAST MEDICAL ASSOCIATES, INC. ( "TCMA "), 3405 N.W. Federal
Highway, Jensen Beach, Florida 34957, a Florida Corporation, to provide medical services for the County;
and
WHEREAS, the CITY OF OKEECHOBEE ( "City "), 55 S.E. 3rd Avenue, Okeechobee, Florida 34974,
a Florida Municipal Corporation has the legal authority under Chapter Two, Section 2 -289 of the City of
Okeechobee Code of Ordinances to "piggyback" onto a contract procured pursuant to Florida Statute §287.057
by another governmental entity when seeking to utilize the same or similar products or services provided for in
the said Contract; and
WHEREAS, the City desires to "piggyback" onto the above referenced Contract between Okeechobee
County, Florida and TCMA for utilization of the same or similar products or services ( "Work ").
NOW THEREFORE, having found it to be in the public interest,
1. That TCMA affirms and ratifies the terms and conditions of the above referenced Contract with
Okeechobee County, Florida and agrees to provide or perform services set forth therein for the City in
accordance with the same terms of said Contract, the terms of which are fully incorporated herein,
which are binding on the parties, and as more specifically set forth in the attached exhibit(s).
2. The City agrees to utilize the services or products of TCMA in a manner and upon the terms and
conditions as set forth in the Contract between Okeechobee County, Florida and TCMA, which is for
the provision of quality health care and improve wellness among employees through the provision of
central services at the Employee Health Center located at 305 East North Park Street, Okeechobee,
Florida (TCMA Urgent Care Okeechobee).
3. That this Agreement contemplates administrative and functional amendments to the TCMA Contract
with Okeechobee County, Florida, Section 9.2, such as designated persons and address for
notifications and contact between the City and TCMA which may be accomplished by separate letter of
understanding between the City and TCMA. Presently, all contact and notifications to the City shall be:
Marcos Montes De Oca, City Administrator, with copies to: India Riedel, Finance Director, 55 S.E. 3rd
Avenue, Okeechobee, Florida 34974.
4. ADDITIONAL COSTS AND SERVICES: Covered employees are described in Section 2.1 of the
Contract. This Contract between the City and TCMA provides for cost of services for each employee
for the City, and for those employees who have elected to add family members on their City health
insurance plan, each additional insured dependent in the family and City retirees, are also entitled to
the provision of services of TCMA, at no additional cost. In addition, TCMA will provide its services
under the Contract to dependents of employees who are not on the City insurance plan, billed at a
discount in fees and costs as determined by TCMA. Further, occupational related medical services (i.e.
workers compensation cases) shall be provided to employees under the terms set forth in Section 1.1
of the Contract, and at a cost to be determined, but represented to be approximately ten percent (10 %)
less than current City costs for such services.
5. PASS THROUGH EXPENSES: The City shall not be required to place an advance deposit with TCMA
as does Okeechobee County in Exhibit "D" of the Contract, for the provision of prescription drugs. All
prescription medications, as well as lab work, shall be provided at cost to patients on a pass through
Page 1 of 3
basis, and invoiced separately to the City. These costs shall be in addition to the total monthly base
costs set forth in the City pricing proposal (Exhibit A).
6. TERMINATION: As provided in Section 3.2 of the TCMA Contract.
7. PUBLIC RECORDS: The legislature has amended Chapter 119 Florida Statutes, Section .0701
thereof, to expand the obligation of local government to include into all contracts certain language that
relates to public records, which is made a part of this contract.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS FOR THE CITY OF
OKEECHOBEE AT:
CITY CLERK'S OFFICE
55 S.E. 3rd Avenue
Okeechobee, FL. 34972
(863) 763 -3372 ext. 9814
Igamiotea @cityofokeechobee.com
Subject to state and Federal privacy laws protecting and relating to release of medical records, reports
and findings, the Contractor /TCMA shall adhere to Florida public records laws, including the following:
a. Keep and maintain public records required by the City to perform the services, and upon request of
the custodian of records for the City, provide the City with a copy of the requested records or allow
the records to be copied or inspected within a reasonable time at a cost that does not exceed the
cost allowed in Chapter 119 or as otherwise provided by law.
b. 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 this
contract term and following completion of the contract if the Contractor does not transfer the
records to the City.
c. Upon completion of the contract, transfer, at no cost, to the City all public records in possession of
the Contractor or thereafter keep and maintain public records required by the City to perform the
service. If the Contractor transfers all public records to the City upon completion of the contract,
the Contractor shall destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If the Contractor keeps and maintains public
records upon completion of the contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the City, upon request
of the City Clerk, in a format that is compatible with the information technology systems of the City.
Noncompliance.
a. A request to inspect or copy public records relating to the City's contract for services must be made
directly to the City. If the City does not possess the requested records, the City shall immediately
notify the Contractor of the request, and the Contractor must provide the records to the City or
allow the records to be inspected or copied within a reasonable time. A reasonable time is defined
as within eight (8) business days.
Page 2 of 3
b. If the Contractor does not comply with the request of the City for the records, the City shall
enforce the contract provisions in accordance with the contract.
c. If the Contractor fails to provide the public records to the City within a reasonable time, the
Contractor may be subject to the penalties under Chapter 119.10.
Civil Action.
a. If a civil action is filed against a Contractor to compel production of public records relating to the
City's contract for professional services, the court shall assess and award against the Contractor
the reasonable costs of enforcement, including reasonable attorney fees, If:
1. The court determines that the Contractor unlawfully refused to comply with the public records
request within a reasonable time; and
2. At least eight (8) business days before filing the action, the plaintiff provided written notice of the
public records request, including a statement that the Contractor has not complied with the
request, to the City and to the Contractor.
b. A notice complies with the above if it is sent to the custodian of public records for the City and to
the Contractor at the Contractor's address listed on its contract with the City, or to the
Contractor's registered agent. Such notices must be sent by common carrier delivery service or by
registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the
sender and with evidence of delivery, which may be in an electronic format.
c. A Contractor who complies with a public records request within eight (8) business days after the
notice is sent is not liable for the reasonable costs of enforcement.
Approved by the City of Okeechobee City Council this 3rd day of October, 2017.
CITY OF 0 ECHOBEE
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Dow!. g R. Watford, Jr., Mayor
REVIEWED FOR LEGAL SUFFICIENCY:
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John R. Cook, City Attorney
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STATE OF FLORIDA
COUNTY OF CKee 1a
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e Ifo egoing was executed before me this Ian day of
4�U , 2017, by Dr. Jonathan M. Adelberg, who
personally swore or affirmed that he is authorized to execute
this Agreement and thereby bind the Corporation
Seal /stamp:
Page 3 of 3
BOBBIE JO JENKINS
Commission $ FF 975408
My Commission Expires
March 24, 2020
Exhibit "A"
Tr asure Coast Medical Associates,
City of Okeechobee
Employee Health Program
Pricing Proposal
Assumptions:
1. Monthly, the City will be billed for Administrative Fees & Reimbursable Expenses
for Staffing.
2. Lab Costs- Fees for Labs will be billed Quarterly
i. iviealcation Costs: To Be Discussed
4. This Pricing Proposal covers Employee Health Services. Occupational Services
will be addressed separately, outside this proposal.
Administrative Fees & Reimbursable Expenses includes all Fees and Expenses outlined
in this Proposal.
Monthly Administrative Fee:
• PEPM at $17 PEPM; Employee count to be provided monthly by City.
Monthly Reimbursable Expenses:
• Staffing allocated at a flat monthly fee of $1,500.
Quarterly Reimbursable Expenses
• All labs drawn/processed
• Medications: Based on outcome of discussion
Example of Monthly Invoice (based on 63 Eligible Employees):
Admin Fee
PEPM — 63 Eligible Employees $ 1,071
Reimbursable Expenses:
Staffing Allocation
Total Monthly Invoice Amount:
3405 NW Federal Hwy, Jensen Beach, FL 34957
(Ph.) 772-692-8082 (Fax) 772-232-9383
$ 1,500
$ 2,571
ADDENDUM NO. 1
AGREEMENT TO PIGGYBACK A CONTRACT FOR
SERVICES BID BY ANOTHER GOVERNMENTAL ENTITY
BETWEEN
THE CITY OF OKEECHOBEE AND
TREASURE COAST MEDICAL ASSOCIATES, INC.
FOR MEDICAL SERVICES
THIS ADDENDUM to the Contract for medical services with Treasure Coast Medical Associates, Inc.
( "Provider ") dated this 3rd day of October, 2017, and the terms herein are incorporated by
reference and made a part of the original Contract with the Provider.
1. TERMS: Article 3.1 in the Contract between Treasure Coast Medical Associates, Inc. and
Okeechobee County is hereby amended to state that the term shall commence on October
1, 2017 (effective date) and after effective date, shall continue for a term ending September
30, 2018. In all other respects, Article 3.1 is accepted as written.
IN WITNESS WHERE OF, the CITY and the Provider have made and executed this Addendum to the
Contract:
AS TO HE CITY:
owling R.'WatfoTd,
., Mayor
ATTEST:
Lane Garniotea, CMC, City Clerk
REVIEWED FOR LEGAL SUFFICIENCY:
John R. Cook, City Attorney
ADDENDUM NO. 1
Page 1 of 1
AS TO T E PROVIDER:
r. Jona a .e •erg AI
President, TC A
WITNE S S
Signature
TCMAi
TREASURE COAST
MEDICAL ASSOCIATES
OKEECHOBEE BOARD OF COUNTY
COMMISSIONERS,
CLERK OF THE COURT, SUPERVISOR OF
ELECTIONS, SHERIFF, PROPERTY APPRAISER,
AND TAX COLLECTOR
Okeechobee County
Employee Health
Center
CONTRACT
AUGUST 24, 2017
TREASURE COAST MEDICAL ASSOCIATES, INC.
3405 NW Federal Highway Jensen Beach, FL 34957
OKEECHOBEE COUNTY EMPLOYEE HEALTH CENTER AGREEMENT
THIS OKEECHOBEE COUNTY EMPLOYEE HEALTH CENTER AGREEMENT (the
"Agreement ") is made by and between TREASURE COAST MEDICAL ASSOCIATES,
INC., a Florida corporation, with an address of 3405 NW Federal Highway, Jensen Beach, FL
34957 ( "Provider "), and the OKEECHOBEE COUNTY BOARD OF COUNTY
COMMISSIONERS, a political subdivision of the State of Florida (individually "BOARD
OF COUNTY COMMISSIONERS "), OKEECHOBEE COUNTY CLERK OF THE
CIRCUIT COURT AND COMPTROLLER, a Constitutional Officer of the State of
Florida (individually the "Clerk "), OKEECHOBEE COUNTY SUPERVISOR OF
ELECTIONS, a Constitutional Officer of the State of Florida (individually "Supervisor "),
OKEECHOBEE COUNTY SHERIFF, a Constitutional Officer of the State of Florida
(individually "Sheriff "), OKEECHOBEE COUNTY PROPERTY APPRAISER, a
Constitutional Officer of the State of Florida (individually "Property Appraiser "), and
OKEECHOBEE COUNTY TAX COLLECTOR, a Constitutional Officer of the State of
Florida (individually "Tax Collector ")„ with a mailing address of 304 NW 2nd Street
Okeechobee, FL 34972 (collectively the "County ").
RECITALS:
WHEREAS, the County seeks to provide access to quality health care and to improve
the health and wellness of its employees and other Covered Persons (as defined below) through
the provision of central services at its Employee Health Center located 305 NE Park Street
Okeechobee, FL 34972 (TCMA Urgent Care Okeechobee); and
WHEREAS, the County specifically wishes to offer urgent care, primary care, and
occupational health services, including but not limited to, evaluation and treatment of work
related injuries and illnesses, occupational health exams, health assessments, call support,
immunizations, injections, exams and screenings, prescription dispensing, disease management
and primary case management at the Employee Health Center to its employees and other eligible
persons; and
WHEREAS, Provider is a provider of health care services and employs or contracts with
Medical Professionals duly licensed and qualified to provide such services and to manage and
operate the Employee Health Center; and
WHEREAS, it is the desire of the parties hereto to enter into a contractual agreement
whereby Provider will provide Central and Management Services under the terms and conditions
herein.
NOW, THEREFORE, in consideration of the promises and the mutual covenants
contained herein, the parties hereto do agree as follows.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
1
DEFINITIONS
"Administrative Fee" shall have the meaning set forth in Section 4.1.
"Central Services" or "Services" shall have the meaning set forth in Section 1.1.
"Covered Persons" shall mean (i) Eligible Employees, (ii) Eligible Dependents (spouses and
children), and (iii) Retirees.
"Effective Date" shall have the meaning set forth in Section 3.1.
"Eligible Dependent" means an individual enrolled as a qualified dependent of a County
employee or COBRA participant currently participating in the County's health insurance plan for
General Employees or Sheriff Employees. The minimum age shall be established by Provider
based upon the Medical Professionals' expertise but in any event the minimum age established
shall not be less than 3 months old.
"Eligible Employee" means a current, regular status employee or COBRA participant who is
currently participating in the County's health insurance plans.
"EHR" shall mean Provider's electronic health records system.
"Employee Health Center" shall mean the facility located at 305 NE Park Street, Okeechobee,
FL 34972 (also known as TCMA Urgent Care Okeechobee).
"HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, as
amended.
"Management Services" shall have the meaning set forth in Section 1.2.
"Medical Assistant" shall mean a certified medical assistant and x -ray technician duly licensed
in the State of Florida to provide medical assistance to the Medical Professionals.
"Medical Professionals" shall mean a Physician, Physician Assistant, Nurse Practitioner, as
described herein, or other professional duly licensed in the State of Florida to provide medical
services.
"Nurse Practitioner" shall mean an Advanced Registered Nurse Practitioner ( "ARNP ")
appropriately licensed within the State of Florida operating within the scope of their license.
"Personnel" shall collectively refer to the Medical Professionals and any support personnel.
"Physician" shall mean a board certified or board eligible Medical Doctor ( "M.D. ") or Doctor of
Osteopathic Medicine ( "D.O. ") appropriately licensed in the State of Florida operating within the
scope of their license and licensed to dispense pre - packaged medications.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
2
"Physician Assistant" means a Physician Assistant appropriately licensed within the State of
Florida operating within the scope of their license.
"Prospective Employees" shall mean post offer applicants for employment with the County who
are eligible to receive pre - employment physicals and drug testing at the Okeechobee County
Employee Health Center.
"Protected Health Information" or "PHI" shall mean information as defined by the Health
Insurance Portability and Accountability Act of 1996, as amended, and by all federal and state
privacy requirements.
"Reimbursable Operating Expenses" shall have the meaning set forth in Exhibit F.
"Services" shall refer collectively to the Central Services and the Management Services.
"Supplies" shall mean the supplies reasonably necessary for the delivery of the Central Services
including but not limited to pharmaceuticals, dressings, bandages, syringes, blood draw supplies,
patient forms, and information.
"Workers' Compensation Services" shall mean services provided in accordance with Chapter
440, Florida Statutes.
ARTICLE I
COVENANTS AND RESPONSIBILITIES OF PROVIDER
1.1 Central Services. Provider shall provide those central services set forth in the Scope of
central services attached hereto as Exhibit A and incorporated herein ( "Central Services ").
a. Workers' Compensation. The central services shall include Worker's Compensation
services provided that prior to treating County employees for injuries on the job,
Provider shall establish written protocols in compliance with Chapter 440, Florida
Statutes. Provider shall provide the protocols to the County's Project Representative
for the County's review prior to the Effective Date of this Agreement. Any fines or
assessments issued by the State of Florida to either the County or Provider for failure
to comply with Section 440.13, Florida Statutes, shall be the responsibility of
Provider.
b. Physicals and Drug Screens. Provider shall, in consultation with the County's Project
Representative and Risk Manager, develop minimum standards for all physicals and
drug screening. The minimum standard for Sheriff Officer's pre - employment physical
results will be: 4 business days from the day the officer comes to the Okeechobee
County Employee Health Clinic for the evaluation. The drug screening results
minimum standard will be 4 business days, depending on the need of the drug screen
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
3
being sent out to a lab for the chain of custody process. Copy of Physical Form
attached hereto as Exhibit H.
c. Claims. All Division of Worker's Compensation claim required forms shall be sent to
the County's Risk Manager and the County's third party administrator by end of the
Employee Health Center's business day. Results of all drug and alcohol testing in
connection with Worker's Compensation claims must be sent to County's Risk
Manager by end of the Employee Health Center's business day. Provider
acknowledges that the County desires to accommodate any and all temporary
physical restrictions placed on an employee.
d. Laboratory Testing. The procedure for any tests that cannot be provided at the
Employee Health Center will be; The patient will be given a prescription for the test
to be taken to a lab that is an in- network with the patient's Health Plan to avoid any
out of pocket expense for the County or for the patient.
1.2 Management Services. Provider shall provide those management and administrative
services necessary for the effective and efficient operation of the Employee Health Center,
subject to the reasonable policies set forth by the County, as more specifically described in the
Scope of Management Services attached hereto as Exhibit B and incorporated in this Agreement
( "Management Services "). As part of the Management Services, Provider shall administer
Health Risk Assessments to all County employees and will offer the programs to Eligible
Employees at no additional cost.
1.3 Licensing. Provider shall obtain and maintain in good standing all licenses required to
provide the Services at the Employee Health Center at the sole cost of the Provider.
1.4 Personnel.
a.Provider will provide a sufficient number of Medical Professionals and support
personnel as needed, based on number of visits, to perform the Central Services for
the Employee Health Center. Staffing for the Employee County Health Center shall
include a Physician, and/or Nurse Practitioner/Physician's Assistant, Medical
Assistant/BXMO or Radiology Tech and Receptionist.
1.5 Standards of Medical Professional's Performance. Provider shall contract with the
Medical Professionals such that all Medical Professionals providing services at the Employee
Health Center are obligated to perform or deliver the following:
a. The Medical Professionals shall determine their own means and methods of providing
the Services with oversight and quality control functions performed by Provider.
b. Referrals by the Medical Professionals for additional medical care shall be made
according to evidence based medicine and best practice protocols and will be tracked
through Provider's Electronic Medical Records Program. Unless patient preferences
dictate otherwise, the Medical Professionals shall use their best efforts to utilize the
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
4
providers in the County's applicable health plan networks or the County's Third Party
Administrator's provider network for Workers' Compensation, as applicable, taking
into account geographical convenience for the employee.
c. The Medical Professionals shall comply with all applicable laws and regulations with
respect to the licensing and regulations of medical professionals.
d. The Medical Professionals shall provide the Services in a manner consistent with all
applicable laws and regulations and in a professional manner consistent with medical
services provided in the community.
e. The Medical Professionals shall maintain, during the term of this Agreement,
appropriate credentials including (i) a duly issued and active license to practice
medicine in the State of Florida without limitation or restriction; (ii) good standing
with his or her profession and state professional association; (iii) the absence of any
license restriction, revocation or suspension; (iv) the absence of any involuntary
restriction placed on his or her federal Drug Enforcement Administration ( "DEA ")
registration; and (v) the absence of any conviction of a felony.
f. In the event that any Medical Professional (i) has his or her license restricted,
revoked, or suspended, (ii) has an involuntary restriction placed on his or her federal
DEA registration, (iii) is convicted of a felony; or (iv) is no longer in good standing
with his or her profession and/or state, Provider shall immediately remove that
Medical Professional and replace such Medical Professional with another Medical
Professional that meets the requirements of this Agreement. Provider shall replace
any Medical Assistant who has his or her professional license restricted, revoked, or
suspended, is convicted of a felony, or is no longer in good standing with his or her
professional or state professional or state licensing authority.
g.
Provider shall require the Medical Professional to ensure that any Medical Assistant
complies with the requirements of this Section 1.5.
1.6 Training and Expertise. Provider represents and warrants that the person or persons
performing the Services specified herein have the requisite training, licenses, and expertise
necessary to fully and satisfactorily complete their obligations hereunder. Provider agrees that if
further training or expertise is or becomes necessary or is required to fully and satisfactorily
complete their obligations that Provider, or the person or persons employed by Provider, shall
obtain such training, licenses, or expertise. This provision shall not apply to the costs of any
continuing education included as a Benefit. Provider further acknowledges that the County shall
have no responsibility or duty to provide any such training, licenses, or expertise for Provider
which may be necessary or required of Provider in order to fully and satisfactorily complete its
obligations, and that any fees in connection therewith shall be borne solely by Provider, and not
the County. Prior to commencement of the Services under this Agreement, Provider shall
provide to the County reasonable evidence of the qualifications of such Personnel. Provider will
ensure that all Personnel complete and pass background checks to verify licensing and training.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
5
1.7 Quality of Work. Provider represents and warrants that:
a. the Services to be performed under this Agreement shall be accomplished in a
professional and competent manner consistent with the level of care and skill
ordinarily exercised in the trade under similar circumstances;
b. all deliverables and Services provided under this Agreement will be of merchantable
quality and fit for the particular purposes of the County;
c. Provider will comply with all applicable federal, state, and local laws, rules,
regulations and orders in connection with the performance of its obligations
hereunder;
d. Provider shall establish protocols for the operation of the Employee Health Center for
use by the Personnel and shall, upon request, provide such protocols to the County.
Such protocols shall remain the proprietary information of Provider and shall be
returned to Provider after the expiration or earlier termination of this Agreement; and
1.8 Hours of Operation. Provider shall provide the Services at the Employee Health Center
a minimum of sixty (60) hours per week in accordance with the schedule attached hereto as
Exhibit E. Any modifications to the operating schedule based on demand are subject to the
County's prior written approval. A minimum of at least one Physician, Physician Assistant or
Nurse Practitioner shall be on site at all times that the Employee Health Center is open.
1.9 Eligibility. Eligibility to receive Central Services is limited to Covered Persons. Provider
shall verify that a person coming to the Employee Health Center is a Covered Person, and
County shall require Covered Persons to produce photo identification.
1.10 Compliance with Laws. Provider covenants and agrees that it and any of its
subcontractors and agents are bound by and will observe and perform all duties required under
all applicable local, state, and federal laws, ordinances, rules, and regulations including but not
limited to Title VII of the Civil Rights Act of 1964 (Pub. L. 88 -352), as amended, Occupational
Safety and Health Act of 1970 29 U.S. C. Section 651 et seq., as amended, Employee Retirement
Income Security Act of 1974, the Health Insurance Portability and Accountability Act of 1996,
as amended, the Consolidated Omnibus Budget Reconciliation Act, the Social Security Act, the
United States Fair Labor Standards Act and the Immigration Reform and Control Act. Provider
further covenants and agrees that with respect to laws applicable to the establishment or
maintenance of an on -site health center, Provider shall take any and all actions necessary to
conform to such laws.
1.11 Project Representative. Provider hereby designates Jonathan M. Adelberg MD FAEP
Medical Director TCMA, as Provider's project representative ( "Provider Project
Representative ") to represent Provider in all of its dealings with the County relating to the
operation and management of the Employee Health Center. Provider may replace the Project
Representative at its sole discretion upon prior written notice to the County.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
6
1.12 Dispensing Pre Packaged Prescriptions. The facility shall dispense pre - packaged
prescription drugs to Covered Persons. The basic formulary will be determined based on the
prescription utilization and financial benefit to the County versus costs through the insurance
plan or as agreed upon should changes and adjustments be desired by the County in accordance
with the dispensing laws of the State of Florida. All medications will be stocked in accordance
with applicable regulations. No controlled substances will be stocked. Provider will track and
make every reasonable effort to maintain inventory levels necessary to meet patient needs as
forecasted through expected utilization with the understanding the Medical Professional
maintains autonomy when it comes to medication prescribing and determining what is medically
necessary with regard to patient care.
1.13 Provider shall allow Covered Persons to utilize the Stuart Urgent Care facility located at
3405 NW Federal Hwy., Jensen Beach, FL 34957, at no additional charge to the County or the
Covered Persons.
1.14. Utilities and Cleaning. The Provider will be solely responsible for maintaining the
Employee Health Center, including, but not limited to maintaining the utilities, cleaning the
facility, and any lawn maintenance.
ARTICLE II
COVENANTS AND RESPONSIBILITIES OF THE COUNTY
2.1
2.1 Covered Persons. The County shall provide access to the Employee Health Center only
to Covered Persons as defined above, unless otherwise agreed to by the parties. The County will
make its best efforts to ensure that Covered Persons are aware of the availability of Provider's
Services. Prior to the first (1st) of each month, the County shall provide Provider a listing of all
"Covered Persons" in mutually agreed upon file format. The County shall identify Prospective
Employees on an ongoing, as needed basis.
2.2 Project Representative. The County hereby designates the following project
representatives to represent the County in all of its dealings with Provider relating to the
operation and management of the County Employee Health Center:
• Robbie L. Chartier, County Administrator: as to BOCC, Clerk of
the Court, Supervisor of Elections, Property Appraiser, and Tax
Collector; and
• Noel Stephen, Sheriff: as to Sheriff.
ARTICLE III
TERM AND TERMINATION
Treasure Coast Medical Associates, Inc.
34051 VW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
7
3.1 Tenn. This Agreement shall commence on October 1, 2017 (Effective Date) and shall
continue for a term of three (3) years. Unless terminated as provided for herein, the County shall
have the exclusive right to renew the Agreement for a maximum of two (2) consecutive one (1)
year terms prior to the expiration of each term of the Agreement. Any such renewal shall be by
written contract amendment duly executed by the parties.
3.2 Termination.
a. The County shall have the right to terminate this Agreement, in whole or in part,
with or without cause, and for its convenience, upon ninety (90) days written notice to Provider.
b. Either party shall have the right to terminate this Agreement, with cause, upon the
default by the other party of any term, covenant or condition of this Agreement, where such
default continues for a period of fourteen (14) calendar days after the defaulting party receives
written notice from the other party specifying the existence of the default, or beyond the time
reasonably necessary for cure if the default is of a nature to require more than fourteen (14)
calendar days to remedy and the defaulting party is making diligent, good faith efforts to cure
such default.
c. In the event of termination, the County shall compensate Provider for all
authorized services satisfactorily performed through the termination date under the payment
terms contained in this Agreement.
d. Provider shall immediately deliver all documents, written information, electronic
data and other materials concerning the Employee Health Center in its possession to the County
and shall cooperate in transition of the Services to appropriate parties at the direction of the
County.
e. Upon termination, this Agreement shall have no further force or effect and the
parties shall be relieved of all further liability hereunder, except that the provisions of this
Section and the provisions regarding the right to audit, property rights, insurance,
indemnification, governing law and litigation shall survive termination of this Agreement and
remain in full force and effect.
ARTICLE IV
ADMINISTRATIVE FEES AND REIMBURSABLE EXPENSES
4.1 Administrative Fee and Medical Staffing Costs. The Services by Provider, and the
performance of all of its other duties and obligations as set forth in this Agreement, the County
shall pay Provider an administrative fee equal to Fifty -six Dollars ($56.00) per Eligible
Employee per month.
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4.2 Reimbursable Expenses. The County shall reimburse Provider for:
a. the pass through operating expenses identified in the summary attached hereto as
Exhibit F (collectively, the "Reimbursable Operating Expenses "). No other expense shall be
passed through to the County without the County's prior written consent.
4.3 Best Obtainable Prices. In purchasing and replenishing supplies, Provider shall use
reasonable efforts to find the best obtainable prices. The County's obligation to reimburse
Provider shall be "at cost" and less any applicable discounts, rebates and other savings passed on
to Provider by suppliers and without any additional mark up or overhead charge.
4.4 Invoices. Two invoices shall be prepared monthly:
a. Administrative Fee: Prior to the beginning of each month starting at the Effective
Date, Provider will submit an invoice based on the Eligible Employee headcount
provided by the County for that month.
b. Reimbursable Expenses: By the 15th of each month, Provider will submit an invoice
for Reimbursable Expenses incurred /invoiced during the previous calendar month.
4.5 Payment of Fees and Reimbursable Expenses will be made in accordance with the Local
Government Prompt Payment Act, Section 218.70, et al., Florida Statutes, as amended, which
provides prompt payment, interest payments, a dispute resolution process and payments for all
purchases be made in a timely manner for properly executed invoices by local governmental
entities.
4.6 No payment made under this Agreement shall be conclusive evidence of the performance
of this Agreement by Provider, either wholly or in part, and no payment shall be construed to be
an acceptance of or to relieve Provider of liability for the defective, faulty or incomplete
rendition of the Services.
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ARTICLE V
RECORDS
5.1 Medical Records. Provider shall maintain medical records for each Covered Person who
receives services performed by Provider at the Employee Health Center in a professional
manner consistent with the accepted practice of the community in which the Physician and any
Medical Professionals provide the services and applicable law. Such medical records shall be
the property of Provider. Provider shall be solely responsible for the storage, maintenance, and
confidentiality of such records in accordance with the provisions of Section 8.2 below. Provider
shall be responsible for fulfilling all requirements imposed by state, local, and federal law with
respect to the preparation, maintenance, security, disclosures, and retention of medical records.
Provider agrees to keep and maintain any medical records for the longer of seven (7) years or as
required by Florida law. Upon expiration or earlier termination of this Agreement, Provider
agrees, to the extent permitted by applicable law, with proper consent, to provide an electronic
medical record to a successor on -site Employee Health Center vendor or doctor. At County's
election and in accordance with applicable federal and state law, Provider shall deliver the
electronic medical records to a designee of the County to maintain the records in accordance
with Florida law. Provider shall provide Covered Persons with copies of their medical records
upon request, at no cost to the Covered Persons.
ARTICLE VI
REPORTING AND RIGHT TO AUDIT
6.1 Right to Audit. Provider shall maintain adequate records for the Services performed
under this Agreement for the longer of five (5) years following completion of the Services, or
five (5) years from the conclusion of any litigation regarding this Agreement. The County shall
have the right to audit Provider's books and records, at the County's expense, upon prior notice,
with regard to the Services provided to the County under this Agreement. Provider shall allow
the County or its representative to interview all current or former employees to discuss matters
pertinent to this Agreement. If an audit inspection in accordance with this section discloses
overpricing or overcharges (of any nature) by Provider to the County in excess of one -half of one
percent (.5 %) of the total contract billings, (1) the reasonable costs of the County's Internal
Audit department shall be reimbursed to the County by Provider and (2) a 15% penalty of the
overpricing or overcharges shall be assessed. Any adjustments and/or payments which must be
made as a result of the audit inspection, including any interest, audit costs and penalties shall be
made by Provider within 45 days from presentation of County's findings to Provider. Failure by
Provider to permit such audit shall be grounds for termination of this Agreement by the County.
6.2 Reporting Requirements. Provider shall provide the reports detailed on Exhibit G in
accordance with the frequency described therein. All reports shall be submitted to the County's
Project Representative. All reports due monthly. All reports due monthly shall be due on the
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fifteenth of the month; No additional fees shall be charged to the County by Provider for the
provision of these reports, data or information.
6.3 Application of Law to Audit and Reporting Requirements. Notwithstanding the
preceding Section 6.1 and 6.2 and as more particularly set forth in Section 8 below, nothing in
this Agreement nor in the County's policies shall require Provider to violate any federal or state
law or regulation regarding the confidentiality of such medical information.
ARTICLE VII
INDEMNIFICATION AND INSURANCE
7.1 Indemnification. Provider agrees to indemnify, defend, save and hold harmless County,
its commissioners, officers, agents and employees, from any claim, demand, suit, loss, cost, or
expense for any damages that may be asserted, claimed, or recovered against or from County, its
commissioners, officials, agents, or employees by reason of any damage to property or personal
injury, including death and which damage, injury or death arises out of or is incidental to or in
any way connected with Provider's performance of the Services or caused by or arising out of (a)
any act, omission, default, or negligence of Provider in the provision of the Services under this
Agreement; (b) property damage or personal injury, which damage, injury or death arises out of
or is incidental to or in any way connected with Provider's execution of Services under this
Agreement; or (c) the violation of federal, state, county, or municipal laws, ordinances or
regulations by Provider. This indemnification includes, but is not limited to, the performance of
this Agreement by Provider or any act or omission of Provider, its Personnel, agents, servants,
contractors, patrons, guests, or invitees and includes any costs, attorneys' fees, expenses and
liabilities incurred in the defense of any such claims or the investigation thereof. Provider agrees
to pay all claims and losses and shall defend all suits, in the name of County, its employees, and
officers, including but not limited to appellate proceedings, and shall pay all costs, judgments
and attorneys' fees which may issue thereon. County reserves the right to select its own legal
counsel to conduct any defense in any such proceeding and all costs and fees associated
therewith shall be the responsibility of Provider under this indemnification provision. To the
extent considered necessary by County, any sums due Provider under this Agreement may be
retained by County until all of County's claims for indemnification have been resolved, and any
amount withheld shall not be subject to the payment of interest by County. This indemnification
agreement is separate and apart from, and in no way limited by, any insurance provided pursuant
to this Agreement or otherwise. This paragraph shall not be construed to require Provider to
indemnify County for its own negligence, or intentional acts of County, its agents, or employees.
Nothing in this Agreement shall be deemed to be a waiver of the County's sovereign immunity
under Section 768.28, Florida Statutes. This clause shall survive the expiration or termination of
this Agreement.
7.2 Insurance.
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a. Provider shall purchase from and maintain, in a company or companies lawfully
authorized to do business in Florida, such insurance as will protect the County from claims set
forth below which may arise out of or result from performance under this Agreement by
Provider, or by a subcontractor of Provider, or by anyone directly or indirectly employed by
Provider, or by anyone for whose acts Provider may be liable.
b. Coverage shall be maintained without interruption from the effective date of this
Agreement until date of final payment and termination of any coverage required to be maintained
after final payment. Any liability coverage on claims made basis shall remain effective for two
(2) years after final payment. If any of the required insurance coverages are required to remain
in force after final payment, an additional certificate evidencing continuation of such coverage
shall be submitted along with the application for final payment.
c. The County shall be provided a minimum of thirty (30) days prior written notice
of any adverse material change, including any reduction, non - renewal, or cancellation of
Provider's required insurance coverage, or any increase in Provider's self - insurance retention.
d. Evidence of insurance, being a current ACORD certificate of insurance or its
equivalent, executed by the insurer, or its agent or broker, evidencing that a policy of insurance
and any required endorsements have been issued by the agent/broker shall be delivered to
County prior to execution of this Agreement. The Certificate of Insurance shall be dated and
show the name of the insured, the specific Agreement by name and contract number, the name of
the insurer, the number of the policy, its effective date, and its termination date.
e. All required insurance (except Workers" Compensation and Professional
Liability) shall include an Additional Insured endorsement identifying the County as an
Additional Insured and Loss Payee. No costs shall be paid by the County for an additional
insured endorsement.
f. Required Coverage: Provider shall maintain following liability coverage, in the
limits specified:
Comprehensive General Liability: Not less than $1,000,000.00 Combined
Single Limit per each occurrence and $2,000,000 aggregate, with bodily injury
limits. May not be subject to a self - insured retention or deductible exceeding
$25,000.
Worker's Compensation: Worker's Compensation and Employer's Liability
Insurance with limits of Employer's Liability Insurance not less than $500,000
"each accident," $500,000 "disease policy limit," and $500,000 "disease each
employee."
Professional Liability or Errors and Omissions: Professional liability insurance
(including technology errors, omissions, and medical malpractice) with a limit of
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not less than Two - Hundred and Fifty thousand $250,000.00 each occurrence in
the aggregate covering Provider and all Medical Professionals, including
appropriate prior acts coverage for the period of time the Provider provided
services to the County of $750,000.00.
g. Workers' compensation, employers' liability, general liability and policies shall provide a
waiver of subrogation in favor of the County.
h. Provider's insurance shall be deemed primary and non - contributory with respect to any
insurance or self - insurance carried by the County for liability arising out of operations
under this Agreement.
ARTICLE XIII
RECORDS
8.1 Public Records Act. It is understood by the parties that the County is subject to the
provisions of the Florida Public Records Act, Section 119.011 et seq, Florida Statutes, and that
absent any exemptions or provisions for confidentiality contained in state or federal statutes,
generated records may be open to the public for inspection and copying. Provider shall allow
public access to all documents, papers, letters or other material subject to the provisions of
Chapter 119, Florida Statutes, and made or received by Provider in conjunction with this
Agreement. Failure by Provider to grant such public access shall be grounds for immediate
unilateral cancellation of this Agreement by the County and may subject Provider to penalties
under Chapter 119, Florida Statutes. Should Provider assert any exemptions to the requirements
of the Florida Public Records Act and related law, the burden of establishing such exemption, by
way of injunctive or other relief as provided by law, shall be upon Provider. Provider consents
to the County's enforcement of Provider's Chapter 119 requirements, by all legal means,
including, but not limited to, a mandatory injunction, whereupon Provider must pay all court
costs and reasonable attorney's fees incurred by the County.
IF PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
ROBBIE L. CHARTIER, COUNTY ADMINISTRATOR, AT 863 - 763 -6441, EXT 1;
publicrecords @co.okeechobee.fl.us; MAILING ADDRESS: 304 NW 2nd Street, ROOM 123,
OKEECHOBEE, FL 34972.
8.2 Covered Person Records. Provider and the County agree that they will adopt such
policies and procedures, execute such written amendments to this Agreement or enter into such
other agreement(s) as may be required to make their activities under the Agreement compliant
with the Federal Health Information Technology for Economic and Central Health Act of 2009
( "HITECH Act "), the Administrative Simplification Provisions of the Health Insurance
Portability and Accountability Act of 1996, as codified at 42 U.S.C.A. 1320d -8 ( "HIPAA "), and
any current and future regulations promulgated under either the HITECH Act or HIPAA,
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including without limitation the federal privacy standards contained in 45 C.F.R. Parts 160 and
164 and the federal security standards contained in 45 C.F.R. Parts 160, 162 and 164 as
amended, and other applicable local, state and federal privacy laws. In furtherance of this
agreement, Provider and the County will execute the "Business Associate Agreement ". Provider
shall take steps to safeguard the confidentiality and privacy of member /participant identifiable
information and to prevent unauthorized disclosure of the same by its employees and agents.
The County acknowledges that in receiving or otherwise dealing with any records or information
about Covered Persons receiving treatment for alcohol or drug abuse, Provider may be bound by
the provisions of the federal regulations governing Confidentiality of Alcohol and Drug Abuse
Patient Records (42 C.F.R. Part 2, as amended from time to time), as well as any state laws that
govern HIV /AIDS and mental health treatment. Provider, at Provider's expense, will resist in
judicial proceedings any effort to obtain access to such records or information relating to the
Central Services except such access as is expressly permitted by the aforementioned federal
regulations and/or State law and will notify the County of any such judicial proceedings.
The parties acknowledge that certain records and documents created or maintained by Provider
may constitute employment records not subject to HIPAA and others may include protected
health information ( "PHI ") as that term is defined by HIPAA. The parties shall collaboratively
develop policies and procedures to segregate PHI subject to HIPAA and other state and federal
privacy laws from employment records and to ensure the parties preserve the privacy and
confidentiality of PHI in accordance with HIPAA and other applicable state and federal laws.
Except for employment records not subject to HIPAA, Provider shall not provide documents
containing PHI to the County without written authorization from the Covered Person.
The obligations created by this section shall survive the termination or cessation of this
Agreement.
8.3 Confidential and Proprietary Information. Provider and County agree that all materials
containing confidential and proprietary information developed in whole or in part or produced by
either party shall not be disclosed to any third party without the written consent of the other
party, except as necessary to implement the terms of this Agreement and only on a need to know
basis, unless disclosure is required by the Florida Public Records Act.
ARTICLE IX
GENERAL PROVISIONS
9.1 Upon adoption of any state or federal legislation or upon the issuance of a determination
by a governmental entity, a Medicare carrier or intermediary, or an independent third party
absolutely acceptable to each party that the arrangement evidenced by this Agreement violated
any Federal or State law, rule, or regulation, including fraud and abuse issues, this Agreement
shall terminate within sixty (60) days thereafter or sooner if such determination so advises;
provided however, that in the event that such a determination is issued, the County may elect to
continue this Agreement by reorganizing its internal structure or its agreements so that such are
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in accordance with the law, rule, or regulation in question. In such event, within sixty (60) days
of the issuance of such determination, the County shall deliver notice to Provider of its intentions
to continue this Agreement as provided herein. In such case, the terms and conditions of this
Agreement shall remain in full force and effect.
9.2 Notices. All notices, offers, requests, demands, and other communications pursuant to
this Agreement shall be given in writing by personal delivery, by prepaid first class registered or
certified mail properly addressed with appropriate postage paid thereon, facsimile transmission
or e mail, and shall be deemed to be duly given and received on the date of delivery if delivered
personally, on the second day after the deposit in the United States Mail if mailed, upon
acknowledgment of receipt of electronic transmission if sent by tele copier or facsimile
transmission or e mail. Notices shall be sent to the parties at the following addresses:
If to Provider:
Treasure Coast Medical Associate, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
Attn: J. Michael Adelberg, MD, FAEP
President and Regional Medical Director
Facsimile No.: (772)- 232 -9383
If to County:
Okeechobee County
Attn: Robbie L. Chartier, County Administrator
304 NW 2nd Street, Room 123
Okeechobee, FL 34972
and
Okeechobee Sheriff
Attn: Noel Stephen, Sheriff
504 NW 4th Street
Okeechobee, FL 34972
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With a Copy to:
Cassels & McCall, County Attorneys
P.O. Box 968
Okeechobee, FL 34973 -0968
Or to such other address as any party may have furnished to the others in writing in accordance
herewith, except that notices of change of address shall only be effective upon receipt.
9.3 Independent Contractor. Provider acknowledges and agrees that it is an independent
contractor of the County and is not an employee of the County. Provider more specifically
acknowledges that: it will not be eligible to participate in any employee benefit maintained by
the County; will not be covered by the County's workers' compensation insurance; will be solely
and exclusively responsible for payment of all federal and state income, social security,
unemployment and disability taxes due in respect of all compensation and/or other consideration
paid by the County to Provider hereunder. Provider acknowledges that it shall have no authority
to bind County to any contractual or other obligation whatsoever. Provider shall be entitled to
seek and accept other engagements and/or employment during the term of this Agreement so
long as such other employment or engagements do not interfere with the performance of
Provider's duties under this Agreement. Provider shall be responsible to the County for all work
or services performed by Provider or any person or firm engaged as a sub - consultant or
subcontractor to perform work in fulfillment of this Agreement.
9.4 Waiver. Any waiver by any party of any one or more of the covenants, conditions, or
provisions of this Agreement, shall not be construed to be a waiver of any subsequent or other
breach of the same or any covenant, condition, or provision of this Agreement.
9.5 Headings. The headings contained in this Agreement are provided for convenience only
and shall not be considered in construing, interpreting, or enforcing this Agreement.
9.6 Non - Assignability. This Agreement may not be assigned by any party without the
express prior written consent of all other parties which may be given or withheld by each party in
its sole discretion.
9.7 Governing Law; Jurisdiction; Venue; Litigation. This Agreement shall be construed and
interpreted, and the rights of the parties hereto determined, in accordance with Florida law
without regard to conflicts of law provisions. The County and Provider submit to the jurisdiction
of Florida courts and federal courts located in Florida. The parties agree that proper venue for
any suit concerning this Agreement shall be Okeechobee County, Florida, or the Federal
Southern District of Florida. Provider agrees to waive all defenses to any suit filed in Florida
based upon improper venue or forum nonconveniens. To encourage prompt and equitable
resolution of any litigation, each party hereby waives its rights to a trial by jury in any litigation
related to this Agreement.
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9.8 Attorneys' Fees. In the event of any litigations to enforce the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorney's fees and costs which are directly
attributed to such litigation both at the trial and appellate level.
9.9 Severability. In the event that any term or provision of this Agreement shall to any extent
be held invalid or unenforceable, it is agreed that the remainder of this Agreement, for the
application of such terms or provision to persons or circumstances other than those as to which it
is held invalid or unenforceable), shall not be affected and every other term and provision of this
Agreement shall be deemed valid and enforceable to the maximum extent permitted by law.
9.10 Gender; Number. Whenever the context of this Agreement requires, the masculine gender
shall include the feminine or neutral, and the singular number shall include the plural.
9.11 Third -Party Beneficiary. Provider and the County acknowledge that nothing contained in
this Agreement is intended to nor shall it cause any person, including any individual partner of
Provider, or entity, or any Covered Person, to become a third -party beneficiary of any of the
provisions or obligations of this Agreement.
9.12 Non - Discrimination. In performing under this Agreement, Provider shall not
discriminate against any person because of race, color, religion, sex, gender identity or
expression, genetic information, national origin, age, disability, familial status, marital status or
sexual orientation.
9.13 Public Entity Crimes Act. Provider represents that the execution of this Agreement will
not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes), and certifies that
Consultant and its sub - consultants under this Agreement have not been placed on the convicted
vendor list maintained by the State of Florida Department of Management Services within 36
months from the date of submitting a proposal for this Agreement or entering into this
Agreement. Violation of this section may result in termination of this Agreement and recovery
of all monies paid hereto, and may result in debarment from County's competitive procurement
activities.
9.14 Unauthorized Aliens/Patriot's Act. The knowing employment by Provider or its sub -
consultants of any alien not authorized to work by the immigration laws or the Attorney General
of the United States is prohibited and shall be a default of this Agreement which results in
unilateral termination. In the event that Provider is notified or becomes aware of such default,
Provider shall take steps as are necessary to terminate said employment with 24 hours of
notification or actual knowledge that an alien is being employed. Provider's failure to take such
steps as are necessary to terminate the employment of any said alien within 24 hours of
notification or actual knowledge that an alien is being employed shall be grounds for immediate
termination of this Agreement and unilateral termination. Provider shall take all commercially
reasonable precautions to ensure that it and its sub- consultants do not employ persons who are
not authorized to work by the immigration laws or the Attorney General of the United States.
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Provider further represents that it is not in violation of any laws relating to terrorism or money
laundering, including the Executive Order No. 13224 on Terrorist Financing and /or the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Public Law 107 -56., the "Patriot Act "). Provider represents it is not a
Prohibited Person under the Executive Order or Patriot Act.
9.15 Representations and Warranties.
a. Provider hereby represents and warrants to the County that it has full power and
authority to enter into and fully perform its obligations without the need for any
further corporate or governmental consents or approvals, and that the persons
executing this Agreement are authorized to execute and deliver it.
b. Provider represents and warrants that it and its representatives providing services
hereunder: (i) are not currently excluded, debarred, or otherwise ineligible to
participate in the Federal health care programs as defined in 42 U.S.C. Section 1320a-
7b(f) (the "Federal health care programs "); (ii) are not convicted of a criminal offense
related to the provision of health care items or services but have not yet been
excluded, debarred or otherwise declared ineligible to participate in the Federal health
care programs, and (iii) are not under investigation or otherwise aware of any
circumstances which may result in the party or any of its representatives being
excluded from participation in the Federal health care programs. This will be an
ongoing representation and warranty during the term of this Agreement and Provider
will immediately notify the County of any change in status of the representation and
warranty set forth in this section. Any breach of this Section will give the County the
right to immediately terminate this Agreement for cause.
c. Provider represents that it is duly licensed to perform the Services under this
Agreement and that it will continue to maintain all licenses and approvals required to
conduct its business.
d. Provider warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely for Provider, to solicit or secure this
Agreement and that it has not paid or agreed to pay any person, company,
corporation, individual, or firm, other than a bona fide employee working solely for
Provider, any fee, commission, percentage, gift, or any other consideration contingent
upon or resulting from the award or making of this Agreement. In the event of a
breach or violation of this provision by Provider, the County shall have the right to
terminate the Agreement without liability and, at its discretion, to deduct from the fee,
or otherwise recover, the full amount of such fee, commission, percentage, gift, or
consideration.
9.16 Ethics; Conflicts of Interest.
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a. Provider represents that it has not given or accepted a kickback in relation to this
Agreement and has not solicited this Agreement by payment or acceptance of a
gratuity or offer of employment.
b. Provider represents that it has not solicited this contract by payment of a gift or
gratuity or offer of employment to any official, employee of the County or any
County agency or selection committee.
c. Provider represents that it does not employ, directly or indirectly, the County
Administrator, members of the County commission or any official, department
director, head of any County agency, member of any board, committee or agency of
the County, or the Clerk, the Supervisor, the Sheriff, the Property Appraiser, the Tax
Collector, or any employee of the Clerk, the Supervisor, the Sheriff, the Property
Appraiser, or the Tax Collector.
d. Provider represents that it does not employ, directly or indirectly, any official of the
County. Provider represents that it does not employ, directly or indirectly, any
employee or member of any board, committee or agency of the County who, alone or
together with his household members, own at least five percent (5 %) of the total
assets and/or common stock of Provider.
e. Provider represents that it has not knowingly given, directly or indirectly, any gift
with a value greater than $100 in the aggregate in any calendar year to the County
Administrator, members of the County commission, any department director or head
of any County agency, any employee of the County or any County agency, the Clerk,
the Supervisor, or any employee of the Clerk or Supervisor, or any member of a
board that provides regulation, oversight, management or policy- setting
recommendations regarding Provider or its business.
f. Provider represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with its performance under this
Agreement. Provider further represents that no person having any interest shall be
employed or engaged by it for said Services.
g.
Provider, its officers, personnel, subsidiaries, and subcontractors shall not have or
hold any continuing or frequently recurring employment, contractual relationship,
business association or other circumstance which may influence or appear to
influence Provider's exercise of judgment or quality of the Services being provided
under this Agreement. Provider, its officers, personnel, subsidiaries and
subcontractors shall not perform consulting work for any third party that would in any
way be in conflict with the Services to be provided to the County under this
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Agreement.
h. Provider, its officers, personnel, subsidiaries, and subcontractors shall not, during the
term of this Agreement, serve as an expert witness against County in any legal or
administrative proceeding unless compelled by court process. Further, Provider
agrees that such persons shall not give sworn testimony or issue a report or writing, as
an expression of his or her expert opinion, which is adverse or prejudicial to the
interests of County or in connection with any pending or threatened legal or
administrative proceeding. The limitations of this section shall not preclude such
persons from representing themselves in any action or in any administrative or legal
proceeding.
i. Provider shall promptly notify the County in writing by certified mail of all potential
conflicts of interest or any event described in this Section. Said notification shall
identify the prospective business interest or circumstance and the nature of work that
Provider intends to undertake and shall request the opinion of the County as to
whether such association, interest or circumstance would, in the opinion of the
County, constitute a conflict of interest if entered into by Provider. The County
agrees to notify Provider by certified mail of its opinion within thirty (30) calendar
days of receipt of the said notification and request for opinion. If, in the opinion of
the County, the prospective business association, interest or circumstance would not
constitute a conflict of interest by Provider, the County shall so state in its opinion
and Provider may, at its option, enter into said association, interest or circumstance
and it shall be deemed not in conflict of interest with respect to services provided to
the County by Provider under this Agreement.
J•
In the event Provider is permitted to utilize subcontractors to perform any services
required by this Agreement, Provider agrees to prohibit such subcontractors, by
written contract, from having any conflicts as within the meaning of this section.
9.17 Taxes. Provider understands that in performing the Services for the County, Provider is
not exempt from paying sales tax to Provider's suppliers for materials required for Provider to
perform under this Agreement. Provider shall not be authorized to use the County's tax
exemption number for purchasing supplies or materials.
9.18 Availability of Funds. This Agreement is expressly conditioned upon the availability of
funds lawfully appropriated and available for the purposes set out herein as determined in the
sole discretion of the Board. If funding for this Agreement is in multiple fiscal years, funds must
be appropriated each year prior to costs being incurred. Nothing in this paragraph shall prevent
the making of contracts with a term of more than one year, but any contract so made shall be
executory only for the value of the services to be rendered or paid for in succeeding fiscal years.
In the event funds to finance this Agreement become unavailable, the County may terminate this
Agreement upon no less than sixty days (60) to Provider. The Board of County Commissioners
shall be the sole and final authority as to the availability of funds.
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9.21 Force Majeure. Any deadline provided for in this Agreement may be extended, as
provided in this paragraph, if the deadline is not met because of one of the following conditions
occurring with respect to that particular project or parcel: fire, strike, explosion, power blackout,
earthquake, volcanic action, flood, war, civil disturbances, terrorist acts, hurricanes, and acts of
God, provided the non - performing party and its subcontractors are without fault in causing such
default or delay, and such default or delay could not have been prevented by reasonable
precautions and cannot reasonably be circumvented by the non - performing party through the use
of alternate sources, workaround plans or other means. When one of the foregoing conditions
interferes with contract performance, then the party affected may be excused from performance
on a day- for -day basis to the extent such party's obligations relate to the performance so
interfered with; provided that no such extension shall be made unless notice thereof is presented
by Provider to County in writing within ten (10) calendar days after the start of the occurrence of
such delay, and Provider shall use best efforts to perform its obligations during such period of
delay, and notify County of its abatement or cessation; and further provided, the party so affected
shall use reasonable efforts to remedy or remove such causes of non - performance. The party so
affected shall not be entitled to any additional compensation by reason of any day- for -day
extension hereunder.
9.22 Audit. Provider understands and agrees that in addition to all other remedies and
consequences provided by law, the failure of Provider or its subcontractor to fully cooperate with
the County's Auditor when requested may be deemed by the County to be a material breach of
this Agreement justifying its termination.
9.23 Entire Agreement;. This Agreement, including Exhibits which are incorporated into this
Agreement in their entirety, embody the entire agreement and understanding of the parties with
respect to the subject matter of this Agreement and supersede all prior and contemporaneous
agreements and understandings, oral or written, relating to said subject matter. This Agreement
may only be modified by written amendment executed by the County and Provider. The
Chairman of the County Board of Commissioners shall have the authority to execute
amendments to this Agreement for changes relating to the operation of the Employee Health
Center such as staffing levels, performance guarantees and hours of operation.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
21
IN WITNESS WHEREOF the parties hereto have caused the Agreement to be executed by
their duly authorized representatives as of the day and year first above written.
COUNTY OF OKEECHOBEE
BOARD OF COUNTY COMMISSIONERS
By:
Terry W. Burroughs, Chairman
Date:
Attest:
By:
Sharon Robertson, Clerk of the Circuit Court
And Comptroller
Date:
By:
Office of the County Attorney
Approved as to form and legality
OKEECHOBEE COUNTY
CLERK OF THE CIRCUIT COURT AND COMPTROLLER
By:
Sharon Robertson, Clerk of the Circuit Court
Date:
OKEECHOBEE COUNTY SUPERVISOR OF ELECTIONS
By:
Diane Hagan, Supervisor of Elections
Date:
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
22
OKEECHOBEE COUNTY SHERIFF
By:
Noel Stephen, Sheriff
Date:
OKEECHOBEE PROPERTY APPRAISER
By:
Mickey Bandi, Property Appraiser
Date:
OKEECHOBEE COUNTY TAX COLLECTOR
By:
Celeste Watford, Tax Collector
Date:
TREASURE COAST MEDICAL
ASSOCIATES, INC., a Florida corporation
By:
Name: Jonathan M. Adelberg MD FAEP President
Date:
Witness:
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
23
EXHIBIT LIST
Exhibit A Scope of Central Services
Exhibit B Scope of Management Services
Exhibit C Invoice Samples
Exhibit D Start Up Costs
Exhibit E Operating Hours Schedule
Exhibit F Reimbursable Operating Expenses
Exhibit G Reporting Requirements
Exhibit H Physical Form
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
24
EXHIBIT A
SCOPE OF CENTRAL SERVICES
PRIMARY, OCCUPATIONAL HEALTH, AND URGENT CARE
The Central Services to be performed by the Medical Professionals at the Employee Health
Center are to be determined by the Medical Professionals but generally shall include those
services normally provided in a primary medical care facility as permitted by the licensure of
the Medical Professionals, and by the equipment and physical restrictions of the Employee
Health Center, and at a minimum shall include the following services:
• Chronic illness evaluation, treatment and management (i.e., diabetes, high
cholesterol, hypertension, asthma, obesity)
• Acute Conditions (i.e., sore throats, ears ache, head ache, cough, sinus, strains,
sprains, musculoskeletal problems, acute urinary complaints).
• Primary Care, health risk assessments, preventative and disease management
strategies including one -on -one health education counseling to high risk employees
• Reasonable accommodations determinations — consult with Director of Human
Resources and the County's Risk Manager with regard to reasonable accommodations for
employees with medical conditions that have altered their ability to perform an essential
job task.
• Occupational Conditions
o On the Job Injuries/Work- related injuries or illnesses
o Minor surgical procedures, within the scope of the Medical Professional,
such as sutures for laceration treatment, etc.
o Pre - employment and routine physicals
o Pre - employment, random, reasonable suspicion and post - accident drug
testing
Medications
Class examples include, but are not limited to the following:
o Anti- infective
o Antihypertensive
o Anti - hyperlipidemics
o Antidepressants
o Anti- diabetics
o Antihistamines
o Acid -reflux medications
o Antibiotics
o Hypertensive & cardiac medications
o Anti- lipids
o Pulmonary
o Gastro Intestinal
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
25
o Psychiatric
o Vaccinations
Medical Surveillance
• Drug Screen/Alcohol - Collect pre - employment samples; urine for random and
reasonable suspicion; breathalyzer for alcohol in compliance with collective bargaining
agreements and County policy. Administer random selection program and post
rehabilitation random testing. Provide Medical Review Officer and reporting services.
Exams
Labs
• Pre - Employment - Coordinating/conducting physicals, drug screening, medical
history, audiometric testing, biometrics, etc.
• Fitness for Duty - Conduct fitness for duty exams for both work related cases and
for employees returning from personal medical leave.
• Department of Transportation/Commercial Driver's License exams
• County Exams
• Onsite collection of specimens and blood draws
• Manage lab provider arrangement to include logistics for specimen pick up,
• Reporting of results to medical providers
• System integration of lab data within medical records system
Governmental Regulations and Compliance
Ensure compliance with all applicable medical and government regulations for CLIA, OSHA,
and DOT.
Long Term Prevention Programs Available
Provider will work closely with the County for the purpose of financial review, reporting, as well
as to identify major cost drivers. Provider will make recommendations and develop strategies
for the County to mitigate such costs. Some of these services are listed below.
• Health Risk Assessment provided through the County's insurance carrier with
comprehensive lab analysis provided at the Employee Health Center will help to
proactively identify patient health risks
• Aggregate data analysis from your employee population to develop the right
programs for your Pharmaceutical Program Management
• Aggregate Central data analysis to determine wellness effectiveness on population
health
• Physician/Nurse "Reach Out" Program to communicate with people with the
greatest health risks
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
26
• Population Health Management programs targeted for the greatest impact
(obesity, diabetes, high blood pressure, etc.)
• Disease /Case Management — Provider's providers will proactively promote
disease case management
• Health Education Training
Performance Requirements:
• Provider shall report the results of routine annual employee physicals required by
the County and post -offer physicals within three (3) business days of the date of the
initial patient visit. Results of Post -Offer Physicals must be e mailed to the Director of
Human Resources or their designee. Results of routine employee annual physicals shall
be e mailed to the County's Risk Manager or designee.
• Provider shall report the results of complex post -offer physicals and periodic
physicals requiring MRI's and/or Cardiac Stress Testing within five (5) business days of
the date of the initial patient visit.
• Appointments for Fitness - for -Duty evaluations must be scheduled by Provider
within 48 business (i.e. Monday- Friday) hours.
• Provider shall use its best efforts to timely respond to all County voicemails and e
mails by day's end.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8081
27
EXHIBIT B
SCOPE OF MANAGEMENT SERVICES
• Manage and supervise daily operation of the Employee Health Center in
accordance with all applicable local, state, and federal laws.
• Obtain and maintain all necessary licenses, certifications, and accreditations for
the operation of the Employee Health Center.
• Recruit, employ, and supervise all medical and non - medical staff necessary for
the operation of the Employee Health Center.
• Provide appropriate physician supervision for nurse practitioners and other
licensed staff.
• Prepare reports of operations and activity required by the County or the state,
local or federal regulatory agencies and, where applicable, deliver to County's Risk
Management and third party administrator by the end of the work day.
• Maintain patient files as required by industry standards and applicable laws
including an electronic medical record.
• Purchase equipment and supplies necessary for the operation of the Employee
Health Center.
• Maintain, or arrange for the maintenance of all technical, mechanical or electronic
equipment used in the operation of the Employee Health Center.
• Regularly assess and recommend cost - saving measures while maintaining high
quality of care.
• Participate in meetings with the County at the reasonable request of the County.
• Provide newsletter and internet health portal services.
• Maintain practice management system and electronic medical record system.
• Provide customer service line
• Online system for scheduling appointments according to Section
• Provide Medical Supply and Equipment inventory management
• Participate in the County's annual health fair (if applicable)
• Contract for, and be responsible for, disposal of biomedical waste
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
28
EXHIBIT C
INVOICE SAMPLES
Monthly, the Admin fee will be invoiced in the following format:
T cm.1;i:.
Treasure Coast Medical Associates. Inc.
Invoice
Invoice No: 2165
In account with: Okeechobee County Board of
County Commissioners
For: Nov 2017 Admin Fee for Health Clinic
Invoice Date
Invoice Terms
Billing Contact
10127;2017
Net 10 days
Aurora Gnad
agnad(ctcrnaheaithcare.com
ITEM
DESCRIPTION
TOTAL
1
BOCC: S56.00 x 124
S6,944.00
2
Clerk of Court: 556.00 X 35
51.960.00
3
Supervisor of Elections: 556.00 x 3
S168.00
4
Sheriff: 556 x 190
510.640.00
5
Property Appraiser: 556 x 10
5560.00
6
Tax Collector: 556 x 14
5784.00
I Balance Due: 521,056.00
ADDRESS PHONE FAX
WEB
3405 NW Federal Hwy
Jensen Beach, FL 34957 (772) 692 -8082 (772) 232 -921 www.tcmahealthcare.com
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
29
Monthly, the pass - through costs will be invoiced in the following format:
4CM.Ai
Treasure Coast Medical Associates, Inc.
Invoice
Invoice No: 9999
In account with: BOCC
Pass Through: Labs and Meds: Mar 2018
Invoice Date
Invoice Terms
Billing Contact
1 4/15/2018
Net 10 days
Aurora Gnad
agnadAtcmaheaIthcare.com
I
ITEM( DESCRIPTION
TOTAL
Coun Commissioner
1
Meds Dispensed / Labs Ordered
51,053 26
Less Start-up Deposit remaining
($475.38)
Amount Duei(Credit to roll forward)
5577.88
Coun Clerk of Court
2
Meds Dispensed/ Labs Ordered
563.51
Less Start-up Deposit remaining
(5214.50)
Amount Due /(Credit to roll forward)
(5150.99)
Supervisor of Elections
3
Meds Dispensed/ Labs Ordered
5102.56
Less Start-up Deposit remaining
(5254.95)
Amount Due /(Credit to roll forward)
(5152.39)
Sheriff
3
Meds Dispensed/ Labs Ordered
52,013.56
Less Start-up Deposit remaining
(5826.54)
Amount Due /(Credit to roll forward)
51,187.02
Property Appraiser
3
Meds Dispensed/ Labs Ordered
5102.56
Less Start-up Deposit remaining
(5254.95)
Amount Due /(Credit to roll forward)
(5152.39)
Tax Collector
3
Meds Dispensed/ Labs Ordered
568.62
Less Start-up Deposit remaining
(5105.35)
Amount Due/(Credit to roll forward)
(536.73)
Balance Due:I 51,272.40
ADDRESS
1 PHONE
FAX
1 WEB
3405 NW Federal Hwy
Jensen Beach, FL 34957 (772) 692 -8082
(772) 232-9211
www.tcmahealthcare.com
Each invoice will be supported with a listing of the meds dispensed/labs ordered for each
constituency.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
30
EXHIBTT D
ESTIMATED START UP COSTS
The only start-up cost required is that which will fund the purchase of the initial
pharmaceutical supply.
The estimate of this is $7,500. This amount shall be drawn down as the meds are dispensed
and the labs ordered each month.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
31
EXHIBIT E
OPERATING HOURS SCHEDULE
1. Hours of Operation:
The hours of operation at the time of execution of this agreement are set as follows.
Monday 8:00 am — 7:00 pm
Tuesday 8:00 am — 7:00 pm
Wednesday 8:00 am — 7:00 pm
Thursday 8:00 am — 7:00 pm
Friday 8:00 am — 7:00 pm
Saturday 8:00 am — 3:00 pm
Sunday 9:00 am — 3:00 pm
2. Holidays:
The Employee Health Center maybe closed on the following holidays:
• From 1:00 pm on New Year's Eve,
• New Year's Day,
• Memorial Day,
• Independence Day,
• Labor Day,
• Thanksgiving Day,
• From 1:00 pm on Christmas Eve, and
• Christmas Day.
3. As mutually agreed by both parties, adjustments which satisfy patients /employees
can be made to this schedule.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
32
EXHIBIT F
REIMBURSABLE OPERATING EXPENSES
The only operating expenses that will be invoiced are the costs incurred for labs ordered,
medications dispensed, and any other tests, equipment, or external contracted services which are
agreed upon by the constituency for whom the tests, equipment, or contracted services are
required.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
33
EXHIBIT G
REPORTING REQUIREMENTS
Frequency
Data Reported
Monthly
Details of available Employee Health Center
hours — data including clinic hours and
available appointment/patient visits
Monthly
Number of visits each week. This data should
include type of visit (Provider, Nurse only)
and will compare the number of visits to the
available visits to the Employee Health
Center.
Monthly
Patient Demographics (age and gender of
patients) categorized by covered:
• Employees,
• Dependent Spouses,
• Dependent Children, and
where applicable,
• Retirees
Monthly
Types of visits - this data should show total
number of visits and percentages for:
• Workers compensation
injuries,
• Wellness type visits, and
• Episodic /acute care.
Monthly
Immediate (at time of appointment) patient
satisfaction survey
Annually
Aggregate Patient Survey Results
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 691 -8082
34
EXHIBIT H
Physical Form
.CNN Ai Treasure Coast Medical Associates, Inc.
TCMAi Physical
Employee Name Exam Date.
1 M / F 2 He etst 3. Weight 4 Blood Pressure
5 Temperature
Oral / Tympanic 6. Resting Pi.:
7 Visual Acuity Corrected / Not Corrected Right lett Both
Eaansrnadon
Noma
Focd of ytsson
Auditory Acuity
Head Eyes, Ears. Nose, Throat, Neck, and Thyroid
Heart/EKG
Lungs/Mora.
Abdomen
Neurologic
Spine
E rtremnies
Urnarysrs
Complete Blood C
flood Chemistry Pane.
Tubercu,osrs Skin Test
Hepatitis Test
Col Or Percept Kin
hereby attest that I have e.amrned the above -named employ
essential functions of their job
d find hun /her capable of performing the
T7I hereby attest that I have examined the above -named envoret and find him/her not capable of performing the
essentrai haNct ions of their ;ob.
Physician. Name Physician Signature: Date
3405 NW Federal Hwy, Jensen Beach, FL 34957
(Ph.) 772 - 692 -8082 (Fan) 771.232 -9383
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692 -8082
35