2020-11-17 Ex 06
55 SE Third Avenue, Okeechobee, FL 34974
(863) 763-3372 / (863) 763-1686 Fax
City of Okeechobee
Date: October 21, 2020
To: Marcos Montes De Oca, City Administrator
FR: India Riedel, Finance Department
RE: City Council Agenda Item November 17, 2020
Suggested Motion: Approve Addendum No. 4 to the agreement with Treasure Coast
Medical Associates, Inc. (TCMA) and the City.
Background: Current contract for medical services with TCMA extended through 2022.
We added the medical services to our benefit plan to promote health and wellness among our
city employees and their immediate families.
Currently we have employees and possible future retirees who have chosen not to participate in
the group health insurance plan through the group health insurance provided through the City.
Some may be because they are unable to afford the premiums for their spouses and/or
dependents. Some may have chosen not to participate and save the city money.
An addendum is suggested to enable those described above to participate in the medical
services with TCMA. As described in the addendum, the fees would be through payroll
deduction or if retired, fees must be paid prior to the 25th of the month for benefits to be paid for
the following month. For those not participating in employee health insurance the city will pay
the employees monthly fee.
PIGGYBACK AGREEMENT ADDENDUM NO. 4
BETWEEN
THE CITY OF OKEECHOBEE AND
TREASURE COAST MEDICAL ASSOCIATES, INC.
WHEREAS, the City of Okeechobee, Florida, (CITY) desires to procure healthcare
services with and through medical professionals duly licensed and qualified to provide
such services and to manage and operate an employee health center; and,
WHEREAS, Okeechobee County has entered into a contract (Initial Agreement) with
Treasure Coast Medical Associates (TCMA) on or about September 29, 2017; and,
WHEREAS, CITY originally entered into an Agreement with TCMA on or about October
3, 2017, (Piggyback Agreement) has extended the piggyback agreement thereafter
through various addendums (the Addendum).
WHEREAS, Certain City employees presently do not to participate in the group health
insurance plan through the group health insurance provided through the City due to cost
issues.
WHEREAS, This Addendum may enable certain City employees and their eligible
dependents to participate in the medical services with TCMA.
WHEREAS, As described in the Addendum, the fees would be through payroll
deduction, or if retired, fees must be paid prior to the 25th of the month, for benefits to be
paid for the following month. For those employees not participating in employee health
insurance the city will pay the monthly fee.
NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein and for other good and valuable considerations, the receipt and sufficiency of
which are hereby mutually acknowledged, the parties agree as follows:
1. Recitals. The above recitals are true and correct and are incorporated into this
CITY Piggyback Agreement (“Agreement”) by reference.
2. Terms and Conditions. This Addendum No. 4 shall, except as otherwise stated
herein, be subject to the terms and conditions of the Okeechobee County Initial
Agreement , which is attached and incorporated herein as “Exhibit A”, and the
October 3, 2017 piggyback agreement, which is attached and incorporated
herein as “Exhibit B”.
3. Extensions. This agreement may be extended, from time to time, utilizing an
addendum to this agreement.
4. Termination. The parties adopt and incorporate the provisions of Article Ill,
Section 3 of the Initial Agreement into this Agreement as the method of
termination.
5. Public Records. Pursuant to Florida Statutes § 119.0701, to the extent TCMA is
performing services on behalf of the CITY, has noticed and set forth in Exhibit B.
All IN WITNESS WHEREOF, the CITY and TCMA have made and executed this
Addendum No. 4 to the Piggyback Agreement
AS TO THE CITY: AS TO THE PROVIDER
_____________________________ _____________________________
Dowling R. Watford, Jr., Mayor Dr. Jonathan M. Adelberg MD, FAEP
President, TCMA
ATTEST: WITNESSES:
_____________________________ _____________________________
Lane Gamiotea, City Clerk Signature
REVIEWED FOR LEGAL SUFFICIENCY:
_____________________________ _____________________________
John J. Fumero, City Attorney Signature
Exhibit A
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 Higlnvay
Jensen Beach, FL 34957
(772) 692-8082
1
DEFINITIONS
"Administrative Fee" shall have the meaning set forth in Section 4. L
"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 Higinvay
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 HigMvay
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.
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
Treaslrre Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692-8082
6
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 (11� 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 t 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
3.1 Term. 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)
Treasure Coast Medical Associates, Inc.
3405 NW Federal Hightivay
Jensen Beach, FL 34957
(772) 692-8082
7
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
ADMMSTRATIVE 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.
4.2 Reimbursable Expenses. The County shall reimburse Provider for:
Treasure Coast Medical Associates, Inc.
3405 N;V Federal Highway
Jensen Beach, FL 34957
(772) 692-8082
8
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.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692-8082
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
Treasure Coast Medical Associates, Inc.
3405 NWFederal Highway
Jensen Beach. FL 34957
(772) 692-8082
10
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.
Treasure Coast Medical Associates, Inc.
3405 NIV Federal Highway
Jensen Beach, FL 34957
(772) 692-8082
11
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
not less than Two -Hundred and Fifty thousand $250,000.00 each occurrence in the
aggregate covering Provider and all Medical Professionals, including appropriate
Treasure Coast Medical Associates, Inc.
3405 NW Federal Higinsay
Jensen Beach, FL 34957
(772) 692-8082
12
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, 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
Treasure Coast Medical Associates, Inc.
3405 NW Federal Higinvay
Jensen Beach, FL 34957
(772) 692-8082
13
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 HIWAIDS 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 ofthis 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 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
Treasure Coast Medical Associates, Inc.
3405 NW Federal Higimay
Jensen Beach, FL 34957
(772) 692-8082
14
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 a 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
With a Copy to:
Treasure Coast Medical Associates. Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692-8082
15
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 ofProvider'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.
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.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Higinvay
Jensen Beach, FL 34957
(772) 692-8082
16
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, (or 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. 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.
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692-8082
17
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.
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.
Treasure Coast Medical Associates, Inc.
3405 NWFederal High►vay
Jensen Beach, FL 34957
(772) 692-8082
18
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 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
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692-8082
W�
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.
9.21 Force Ma'eure. 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
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach, FL 34957
(772) 692-8082
20
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.
Treamire 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: q "2-(- —11
A est .
By: U
Sharon Robertson, Clerk of the Circuit Court
And Comptroller
Date: 0
0ice
e County Attorney 912 7�/7
Approved as to form and legality
OKEECHOBEE COUNTY
CLERK OF THE CIRCUIT COURT
�AND
_ C�OOM-PT�jR�OLLL�ER,/
Byl—" 4&il -ZYIJCL(.GGet, Cx"—A?,)
Sharon Robertson, Cler of the Circuit Court
Date:
OF ELECTIONS
Treasure Coast Medical Associates. Inc.
3405 SW Federal Highway
Jensen Beach. FL 34957
(772) 692-8082
22
..........
a
Noel Stephen,
Date:
OKEECHOBEE PROPERTY APPRAISER
By:
Mickey B�¢di, rop rty Appraiser
Date: ) ' a s — /�
OKEEC OB�UNTY TAX COLLECTOR
By:
Celeste Wat d, T x Collector
Date: -- - -117
TREASURE COAST MEDICAL
ASSOCIATES C., a Florida ation
By:
Name: -Jonathan M. AEP President
Date:
Witness:
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach. FL 34957
(771) 691-8081
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 Higinvay
Jensen Beach, FL 34957
(772) 692-8082
24
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
�esources
Reasonable accommodations determinations — consult with Director of Human
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 Higinvay
Jensen Beach, FL 34957
(772) 692-8082
25
o Psychiatric
o Vaccinations
Medical Surveillance
Exams
Labs
• 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.
�istory,
Pre -Employment - Coordinating/conducting physicals, drug screening, medical
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
�reatest
Physician/Nurse "Reach Out" Program to communicate with people with the
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 a mailed to the Director of Human
Resources or their designee. Results of routine employee annual physicals shall be a 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 Higinvay
Jensen Beach, FL 34957
(772) 692-8082
27
EXHIBIT B
SCOPE OF MANAGEMENT SERVICES
• Manage and supervise daily operation ofthe 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 Higlnvay
Jensen Beach, FL 34957
(772) 692-8082
28
EXHIBIT C
INVOICE SAMPLES
Monthly, the Admin fee will be invoiced in the following format:
TCMAi
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
1097/2017
Net 10 days
Aurora Grind
agnad@tcmaheafthure.com
REM
DESCRIPTION
TOTAL
1
BOCC: S66.00 X 124
$6 944.00
2
Clerk of Court $56.00 X 36
$1.960.00
3
Su ervlsor of Elections:
S66.00 x 3
3168.00
4
Sheriff: S56 x 190
$10 640.00
5
Property Appraiser. S56 x 10
S560.00
fi
IT.. CWiecM,: S56 x 14
S784.60
Balance Due:
$21,056.00
ADDRESS
PHONE FAX WEB
Treasure Coast Medical Associates, Inc.
3405 NW Federal Highway
Jensen Beach. FL 34957
(772) 692-8081
29
Monthly, the pass -through costs will be invoiced in the following format:
TCM A;
Treasure Coast Medical Associates, Inc.
Invoice
Invoice No: 9999
In account with: BOCC
Pass Through: Labs and Meds: Mar 2018
Invoice Date
I Invoice Terms
Billing Contact
4/15/2018
Net 10 days
Aurora Goad
agnad@tcmahealthcare.com
ITEMI
DESCRIPTION
TOTAL
County
Commissioner
1
Meds Dispensed/ Labs Ordered
S1,053.26
Less Start-u Deposit remaining
$475.38
Amount Duel(Credit to roll forward)
S577.88
County
Clerk of Court
2
Meds Dispensed/ Labs Ordered
$63.51
Less Start-up Deposit remaining
$214.50
Amount Duel(Credit to roll forward)
$150.99
Supervisor of Elections
3
Meds Dlspensedl Labs Ordered
$102.56
Wart -up Deposit remaining
$254.95
Amount Duel(Credit to roll forward)
$152.39
Sheriff
3
Meds Oispensedl Labs Ordered
$2,013.56
Less Start-up Deposit remaining
$826.54
Amount Duel(Credit to roll forward)
$1,187.02
Property Appraiser
3
Meds Dls ensedl Labs Ordered
$102.56
Less Start-up Deposit remaining
$254.95
Amount Duel(Credit to roll forward)
S152.39
Tax Collector
3
Labs Ordered
$68.62
=Dispensed/
Less Starts p Deposit remaining
$105.35
Amount Duel(Credit to roll forward)
$36.73
Balance Due: 1
51.272.40
ADDRESS PHONE
FAX
WEB
3405 KW Federal Hwy
Jensen Beach, FL 34957 (T72) :1:
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
EXHIBIT 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 Higlnvay
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) 692-8082
34
EXHIBIT H
Physical Form
CCMIAi Treasure Coast Medical Associates, Inc.
TCMAi Physical
Employee Name: Exam Date:
I. M / F 2- height: 3_ Weight 4- Blood Pressure:
5.Temperature: Oral / Tympanic 6. Resting Pulse:
7. Mimi Acuity: Corrected / Not Corrected Right _ Left Both:
Phi Examination
Normal
Abnormal
Field of Vision
Auditory Acuity
Herd: Eyes Ears, ttose. Throat. Neck, and Thvrold
Heset%EKG
LurWfrharax
Abdomen
Skin
New*
S
Extremities
Urinalysis
Comptete Euood Count
Blood Ch Panel
Tuberculosis Sian Test
HepatitisTest
Color P
1 hereby attest that I have examined the above -named acme and find him/her capable of pes%rmit the
emeeroai functions of their job.
I hereby attest that I have examined the above -named empk yee and find him/her not capab a of performing the
essential functkms of their job.
Physician Name:
Ptro cian twe:
3405 NW Federal Houma, Jaen 8ead�. FL 34957
(Ph.) 772-692-8082 (Fax) 772-232-9393
Treasure Coast Medical Associates, Inc.
3405 NW Federal Higinray
Jensen Beach, FL 34957
(772) 692-8082
Date:
35
Exhibit B
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.
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 O ECHOBEE
/vv
Dowl' g.R. atfofd; Jr-.,: Mayor
ATTtST:
L:Ifit �a6a__)
Lane.Gamiotea, CM , City.-Cleek
REVIEWED. FOR LEGAL SUFFICIENCY:
1
John R. Cook, City Attorney
TREASU,r7il EDI�
Dr. Jo a an d b rg F
Presi,Wank
, T MA
STATE OF FLORIDA
COUNTY OF
Z
of Florida
SO,CIATES, INC.
T e fo e o ng was executed before me this IM1 day of
2017, by Dr. Jonathan M. Adelberg, who
personally swore or affirmed that he is authorized to execute
this Agreement and thereby bind the Corporation.
,,,+o�,:='.�.,6 BOBBIE JO JENKINS
Sea[/stamp-,_ commissio.n 8 FF 975408
My commission Expires
�� Morch 24, 2020
Page 3 of 3""""�
Exhibit "A"
' I C AVU Treasure coast Med c aI Associates, Inc
City of Okeechobee
Employee Health Program
Pricing Proposal
Assumptions:
1. Monthly, the City will be billed for Administrative Fees & Reimbursable Expenses
for Staffing.
4. Lab Costs: Fees for Labs will be billed quarterlw
:3. Medication 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 MonthlV Invoice based on 63 Eligible Employees):
Admin Fee
PEPM —63 Eligible Employees $ 1,071
Reimbursable Expenses:
Staffing Allocation $ 1,500
Total Monthly Invoice Amount: 2 571
3405 NW Federal Hwy, Jensen Beach, FL 34957
(Ph.) 772-692-8082 (Fax) 772-232-9383
Tkm Vi/, A
FILE COPY
Disfn'bakd 0J-
UXHIBzT E A16y, /7, 2 02- 0
meehn y
The only operating expenses that will be invoiced are the costs incurred for labs ordered,
medications dispensed, X-ray over reads, 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. These pass -through expenses will only be for employees, dependents, and
retirees that are on the County's medical plan.
For the patients that are not on Okeechobee County's medical insurance plan, the patient and not
Okeechobee County will need to pay for these services.
Medication: A prescription will be sent to the pharmacy of their choosing.
Vaccinations: The patient will need to pay the self -pay price for any vaccinations needed
that TCMAi keeps in stock.
Labs: The patient will be given a requisition form to have their labs drawn at an outside
laboratory.
X-Ray Over Reads: The patient will need to pay $8.50 per view for any X-Rays
performed in office. This fee will need to be paid before the X-Ray is performed. If the fee for
the over reads increases by TCMAi's vendor, this expense will be reflected in the charge for the
patient.
Durable Medical Equipment: DME is not covered in this contract. Any DME needed
will be paid for by the patient and not Okeechobee County.
EXHIBIT H
Monthly Administration Fee
The participants authorized to utilize the clinic include both employees, their dependents and
retirees on Okeechobee County's medical plan and employees and their dependents that are not
on Okeechobee County's medical plan. The participants that are on the County's medical plan
will have the administration fee paid for by Okeechobee County. The participants that are not on
the County's medical plan will pay Okeechobee County for the administration fee and in return
Okeechobee County will pay Okeechobee Medical Providers, Inc. for their administration fee for
those not on the County's medical plan.
The monthly administration fee will be billed as follows:
If there are at least 800 total participants, the administration fee = $40.00 per person
If there are less than 800 total participants, the administration fee = $56.00 perperson
Two monthly rosters will be sent to TCMAi at least 5 days before the start of the month with a
breakdown of eligible employees for the clinic. One roster will have all participants that are on
Okeechobee County's medical plan. A second roster will have all participants that are not on
Okeechobee County's medical plan.