HomeMy Public PortalAbout11-8206 Piggyback on Coral Gables with Physicians Health Sponsored by: City Manager
Resolution No. 11-8206
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF OPA-LOCKA, FLORIDA, TO AUTHORIZE THE
CITY MANAGER TO PIGGYBACK ON THE CONTRACT OF
THE CITY OF CORAL GABLES WITH PHYSICIANS
HEALTH CENTER FOR OCCUPATIONAL MEDICAL
SERVICES; PROVIDING FOR INCORPORATION OF
RECITALS; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS,Physicians Health Center offers annual physical exams,drug testing,fitness for
duty exams, screen for pre-employment, on the job injury and return to work physicals; and.
WHEREAS,the City of Opa-locka has utilized the services of Physician Health Center,but a
contract does not exist between the City and Physicians Health Center; and
WHEREAS, the City Commission of the City of Opa-locka desires to piggyback on the
contract of the City of Coral Gables with Physicians Health Center for occupational medical
services; and
WHEREAS,the piggyback would be both cost effective and beneficial to the City of Opa-
locka, yielding an annual savings of$6,000 or more annually.
NOW,THEREFORE,BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF OPA-LOCKA,FLORIDA:
Section 1. The recitals to the preamble herein are incorporated by reference.
Section 2. The City Commission of the City of Opa-locka hereby authorizes and directs
the City Manager to piggyback on the contract of the City of Coral Gables with Physicians Health
Center for occupational medical services.
Resolution No. 11-8206
Section 3. This resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED this 13th day of April, 2011.
/
MYRA AYLOR
M YOR
Attest to:
Deborah S. Irby
City Clerk
Approved as to form and legal sufficiency:
A , I l 141
J .eph 7 'eller
y Att1�rney
i
Moved by: COMMISSIONER HOLMES
Seconded by: VICE MAYOR JOHNSON
Commission Vote: 3-0
Commissioner Holmes: YES
Commissioner Miller: NOT PRESENT
Commissioner Tydus: OUT OF ROOM
Vice-Mayor Johnson: YES
Mayor Taylor: YES
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Memorandum
TO: Mayor Myra L. Taylor
Vice Mayor Dorothy Johnson
Commissioner Timothy Holmes
Commissioner Rose Tydus
Commissioner Gail Miller
FROM: Cara atterson, ay Manager
DATE: March 24, 2011
RE: Occupational Medical Services
Request: APPROVAL OF RESOLUTION AUTHORIZING THE CITY MANAGER
TO CONTRACT WITH PHYSICIAN HEALTH CENTER FOR
OCCUPATIONAL MEDICINE SERVICES.
Description: Pre-employment physical exams, police annual physical exams, drug testing,
fitness for duty exams, return to work physical exams and on the job injury care
for workers' compensation.
Financial Impact: Savings of approximately $6,000 or more annually due to lesser cost for law
enforcement personnel annual physical exams from account numbers: Mount
Sinai - 21-521312; Physician Health: 35-541312; 17-513312; 21-521313; 30-
515312; 13-513312; 19-519312; 72-572230.
Implementation Time Line: Upon approval.
Legislative History: NA
Recommendation(s): Staff Recommends Approval
1
Agenda Memo—Occupational Medical Services
March 11, 2011 —Page 2
Analysis: The City of Opa-locka for numerous years has utilized Physician Health Center
for pre-employment screenings, on the job injury and return to work physical
examinations. There is no existing contract with PHC at the present time. In
order to implement police officers' annual medical examinations expediently,
staff is recommending that the City piggy backs on the contract of the City of
Coral Gables with Physician Health Center for occupational medical services.
The benefits to the City include some cost savings as well as option to staff to go
to a facility closer to their homes and throughout Miami Dade County.
Attachments: Award Letter from City of Coral Gables and contract documents
Prepared by: Guithele Ruiz-Nicolas,Director Human Resources
End of Memorandum
2
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT, is made as of this ariblay of
201 1 , between the City of Coral Gables (hereinafter called the "CITY"), and Richard L. Dolsey P C, d/b/a:
Physicians Health Center(hereinafter called the"PROFESSIONAL").
RECITALS
WHEREAS,the CITY wishes to retain Richard L.Dolsey PHC,d/b/a: Physicians Health Center;and
WHEREAS, the CITY having investigated the qualifications of the PROFESSIONAL to perform the
services herein contemplated and found those qualifications satisfactory;and
WHEREAS, the PROFESSIONAL having examined the scope of the services required hereunder and
having expressed desire and willingness to provide such services and having presented qualifications to the CITY in
support of those expressed desires;and
WHEREAS, the PROFESSIONAL agrees to accept this Agreement upon the terms and conditions
hereinafter set forth;and
WHEREAS, the City Commission has approved the selection of the PROFESSIONAL to perform such
services,and the PROFESSIONAL agrees to accept this Agreement upon the terms and conditions herein set forth.
NOW,THEREFORE, in consideration of the promises and the mutual covenants herein contained, the
CITY agrees to retain the PROFESSIONAL for a two(2)year period.However,this period may be extended at the
sole discretion of the CITY for two(2)additional two(2)year periods. The PROFESSIONAL agrees to perform all
pre-employment physical examinations, annual physical examinations, drug testing, on the job injuries, fitness to
duty, return to work physical examination and other contractual obligations ("Services") in connection with the
services described herein.
I. GENERAL PROVISIONS
1.1 Engagement. The CITY agrees to engage the PROFESSIONAL for a period specified in
paragraph 1.2, and the PROFESSIONAL agrees to accept such engagement and to perform such services for the
CITY upon the terms,and subject to the conditions forth herein.
1.2 Agreement Period. The terms of the Agreement(the "Professional Period") shall commence
within thirty (30) days of the award of the bid titled HR Medical Services RFP # 2010.09.01, on the 1s`day of
October,2010,and shall continue thereafter for a period of two(2)years or until terminated by the CITY upon 30
days written notice to the PROFESSIONAL, in accordance with the notice requirements contained in Section XII,
this period may be extended at the sole discretion of the City for two(2)additional two(2)year periods.
1.3 Priority of Interpretation. This document without exhibits is referred to as the "Base
Agreement". In the event of any conflict of inconsistency in the definition or interpretation of arty word,
responsibility,schedule, or the contents or description of any task,deliverable,service,or other work,or otherwise,
between the Base Agreement and the exhibits,or between exhibits, such conflict or inconsistency shall be resolved
by giving precedence first to the body of this Base Agreement and the exhibits,or between exhibits,such conflict or
inconsistency shall be resolved by giving precedence first to the body of this Master Agreement, and then to the
exhibits according to the following priority:
a) CITY Resolution and applicable Code provisions;
b) CITY Request for Proposal(Exhibit"A");
c) PROFESSIONAL'S Response to Request for Proposal(Exhibit`B");
d) Insurance Certificates,and related documents;
e) PROFESSIONAL'S Exceptions to Terms and Conditions.
1.4 Background Investigation. The PROFESSIONAL agrees that all employees including the
PROFESSIONAL may be subject to an annual background investigation.
6.2 Warranty. The PROFESSIONAL warrants that all services shall be performed by skilled
and competent personnel to the highest professional standards in the field.
6.3 Key Staff. The parties acknowledge that PROFESSIONAL was selected by the City, in
part,on the basis of the qualifications of particular staff identified in the PROFESSIONAL'S response to the City's
solicitation.The PROFESSIONAL shall ensure that this staff is available for work hereunder as long as the staff is
in the PROFESSIONAL'S employ.
6.4 Suspension Procedures. PROFESSIONAL may be suspended for any violation of the
provisions of this Agreement,which in the sole discretion of the CITY may be cause for such suspension as follows:
(a) l''violation—up to 7 days
(b) 2"d violation—up to 14 days
(c) 3'd violation—City Manager may terminate this agreement.
VII. FEDERAL/STATE/LOCAL LAWS
7.1 EEO and ADA. The contractor(PROFESSIONAL) must be and remain in compliance
with all local, state and federal Equal Employment Opportunity (EEO) and American Disabilities Act (ADA)
requirements.
7.2 Discrimination.It is understood that the PROFESSIONAL shall not discriminate against any
employee in the performance or the contract with respect to hire, tenure, terms, conditions or privileges of
employment, or any other matter directly or indirectly related to employment because of age, marital status, race,
color,religion,national origin,sex,or disability.
7.3 CITY Policy Regarding Conduct. All contractors(PROFESSIONAL)their employees,agents
and subcontractors must abide by the CITY'S policies regarding conduct. Discrimination, harassment, and/or
violations of CITY policies will not be tolerated and are grounds for termination of the contract without harm to the
CITY or its employees.
7.4 Aliens. PROFESSIONAL warrants that it fully complies with all Federal statutes and regulations
regarding the employment of aliens and others and that all employees performing work under this Agreement meet
the citizenship or alien status requirements set forth in Federal statutes and regulations. PROFESSIONAL shall
indemnify, defend, and hold harmless CITY, its officers and employees from and against any sanctions and any
other liability which may be assessed against PROFESSIONAL or CITY in connection with any alleged violation of
any Federal statutes or regulations pertaining to the eligibility for employment of any persons performing work
hereunder.
7.5 Premises. The employees and agents of each party,shall while on the premises of the other
party,comply with all rules and regulations of the premises,including,but not limited to,security requirements.
VIIL CONFLICT OF INTEREST
8.1 The PROFESSIONAL represents that it has provided a list of all current clients subject to the
jurisdiction of the CITY. Any potential or actual conflict between private interests and responsibilities under this
Agreement shall be immediately disclosed to the CITY. The PROFESSIONAL agrees that it will not enter into any
agreements during the term of this Agreement to provide services for any person or corporation who applies for a
permit or other development approval from the CITY. Upon request of the PROFESSIONAL,and full disclosure of
the nature and extent of the proposed representation, the City Manager shall have the authority to authorize such
representation during the term of this Agreement.
IX. CONFIDENTIALITY
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City of Cora/Gables FL -P 2010.09.0!
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•
9.1 No reports, information,computer programs, documentation, and/or data given to or prepared or
assembled by the PROFESSIONAL under this Agreement shall be made available to any individual or organization
by the PROFESSIONAL without prior written approval of the CITY.
X. OWNERSHIP OF DOCUMENTS
10.1 All right,title,and interest in and to all work performed under this Agreement,including without
limitations all schematics,designs, plans, specifications,documents,records,disks,or other information(including
electronic copies)produced or developed by the PROFESSIONAL or sub-consultants,shall become the property of
the CITY for its use and/or distribution as may be deemed appropriate by the CITY; provided that any materials
used by the PROFESSIONAL and any sub-consultants for which a patent or copyright protection has previously
been secured by them shall remain the property of the PROFESSIONAL or sub-consultants.
10.2 The CITY shall have the right to visit the site for inspection of the work and the products the
PROFESSIONAL at any time. The PROFESSIONAL shall be permitted to retain copies, including reproducible
copies,solely for information and reference in connection with the CITY'S use.
10.3 To the extent allowed by law,the PROFESSIONAL shall not divulge, furnish or make available
to any third person, firm or organization,without the CITY's prior written consent, or unless incident to the proper
performance of the PROFESSIONAL's obligations hereunder,or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed,any non-public concerning the services to be rendered by the
PROFESSIONAL hereunder, and PROFESSIONAL shall require all of its employees, agents, subconsultants, and
subcontractors to comply with the provisions of this paragraph.
XI. TRUTH-IN-NEGOTIATION CERTIFICATE
11.1 Execution of this Agreement by the PROFESSIONAL shall act as the execution of a truth-in-
negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in
this Agreement are accurate,complete,and current as of the date of the Agreement.
11.2 The said rates and costs shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or noncurrent wage rates or due to
inaccurate representations of fees paid to outside consultants. The CITY shall exercise its rights under this
"Certificate"within one(1)year following payment.
XII. NOTICE
12.1 Any notice,request, instruction or other document required or permitted to be given hereunder by
either party hereto to the other shall be in writing,and delivered personally,or sent by certified or registered mail,
postage prepaid, return receipt requested, to the address set forth for such party at the bottom of this Agreement.
Any notice so given shall be deemed received when personally delivered or three(3) calendar days after mailing.
Any party may change the address to which notices are to be sent by giving notice of such change of address to the
other party in the manner herein provided for giving notice. Notice as the City of Coral Gables shall be to:
City Manager
City of Coral Gables
405 Biltmore Way
Coral Gables,FL 33134
cc:City Attorney
Notice as to Professional shall be to: Ms.Maxine Boyer-Topper,EVP
Richard L.Dolsey PHC,Inc.
d/b/a:Physicians Health Centers
4483 N.W.36th Street,Suite 120
Miami,FL 33166
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PS.4-Page 7 of 12
XIII. TERMINATION
13.1 Termination by City for default.CITY may,by written notice to PROFESSIONAL,terminate
the whole or any part of this Agreement if,in the judgment of the City Manager:
a) PROFESSIONAL has materially breached any portion of this Agreement;
b) PROFESSIONAL fails to timely provide and/or satisfactorily perform any task,
deliverable,service,or other work required under this Agreement;
c) PROFESSIONAL has assigned or delegated its duties or subcontracted any performance
of this Agreement without prior written consent by the CITY;
d) Insolvency of PROFESSIONAL. PROFESSIONAL shall be deemed insolvent if it has
ceased to pay its debts for at least sixty (60) days in the ordinary course of business,
whether or not a petition has been filed under the Federal Bankruptcy Code and whether
or not PROFESSIONAL is insolvent within the meaning of such laws;
e) There has been a filing of a voluntary or involuntary petition regarding PROFESSIONAL
under the Federal Bankruptcy Code;
f) There has been the appointment of a Receiver or Trustee for PROFESSIONAL;
g) There has been an execution by PROFESSIONAL of a general assignment for the benefit
of creditors;
h) PROFESSIONAL fails to obtain or maintain insurance or bonding herein required.
13.1.1 Return of Payments. Upon the occurrence of a default hereunder, all payments,
advances, or other compensation paid by the CITY to the PROFESSIONAL while the PROFESSIONAL was in
default shall be immediately returned to the CITY.
13.1.2 Expenses. The PROFESSIONAL shall be liable to the CITY for all expenses
incurred by the CITY in preparing and negotiating this Agreement,as well as all costs and expenses incurred by the
CITY in the re-procurement of the services,including consequential and incidental damages.
13.1.3 Obligations to City. The PROFESSIONAL agrees that termination of this
Agreement under this section shall not release the PROFESSIONAL from any obligation accruing prior to the
effective date of termination.
13.1.4 No default. If, after CITY has given notice of termination under the
provisions hereunder, it is determined by CITY that PROFESSIONAL was not in default under these provisions,or
that the default was excusable under these provisions,the rights and obligations of the parties shall be the same as if
the notice of termination had been issued pursuant to Paragraph 13.2(Termination for Convenience).
13.1.5 Non-exclusive. The rights and remedies of CITY provided in this Paragraph 13.1 are
non-exclusive and cumulative.
13.2 Termination for Convenience. This Agreement may be terminated when such action is
deemed by CITY to be in its best interest. Termination shall be effected by delivery to PROFESSIONAL of a notice
of termination specifying the extent to which performance of Agreement is terminated and the date upon which such
termination becomes effective,which shall be no less than ten(10)days after the notice is sent.
13.3 Termination with or without cause. This Agreement may be terminated by the CITY, with or
without cause. Termination shall be effected by delivery to PROFESSIONAL of a thirty(30)day written notice of
termination specifying the extent to which performance of the Agreement is terminated and the date upon which
such termination becomes effective.
13.4 Professional's responsibilities. After receipt of a Termination Notice,and except as otherwise
directed by the CITY,the PROFESSIONAL shall:
A. Stop work on the date and to the extent specified.
B. Terminate and settle orders and subcontracts relating to the performance of the terminated work.
C. Transfer all work in process, completed work,and other material related to the terminated work to the
CITY.
D. Continue to complete all parts of the work that have not been terminated.
December 2010
MP 2010 09.01
City of Coral Gables.FL PSA-Page 8 of 12
13.5 Payments for work performed. After receipt of a notice of termination, PROFESSIONAL
shall submit its termination claim and invoice to CITY,in the form and with any certifications as may be prescribed
by CITY. Such claim and invoice shall be submitted promptly,but not later than three(3)months from the effective
date of termination. Upon failure by PROFESSIONAL to submit its termination claim and invoice within the time
allowed, CITY may determine on the basis of the information available to the CITY, the amount, if any, due to
PROFESSIONAL in respect to the termination,and such determination shall be final. When such determination is
made, CITY shall pay PROFESSIONAL the amount so determined.The PROFESSIONAL shall have no recourse
or remedy from a termination made by the CITY except to retain the fees earned for the services that were
performed in complete compliance with this Agreement as full and final settlement of any claim, action, demand,
cost,or charge.
13.6 Termination by Professional. This Agreement may be terminated by the PROFESSIONAL
upon sixty(60)days prior written notice to the CITY in the event of substantial failure by the CITY to perform in
accordance with the terms of the Agreement through no fault of the PROFESSIONAL. •
13.7 Professional's warranty. The PROFESSIONAL warrants that it has not employed or retained
any company or person, other than a bone fide employee working solely for the PROFESSIONAL to solicit or
secure this Agreement and that he or she has not paid or agreed to pay any person,company,corporation,individual,
or firm,other than a bone fide employee working solely for the PROFESSIONAL,any fee,commission,percentage,
gift,or other compensation contingent upon or resulting from the award or making of this Agreement.
13.8 Documents. Upon termination of this Agreement, all schematics, designs, plans,
specifications,documents,records, disks,or other information(including electronic copies) produced or developed
by the PROFESSIONAL or sub-consultants,whether finished or not,shall become CITY property.Failure to timely
deliver the documentation shall be cause to withhold any payments due without recourse by the PROFESSIONAL
until all documentation is delivered to the CITY.
XIV. UNCONTROLLABLE FORCES
14.1 Neither the CITY nor PROFESSIONAL shall be considered to be in default of this Agreement if
delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of
reasonable diligence,the nonperforming party could not avoid. The term "Uncontrollable Forces" shall mean any
event which results in the prevention or delay of performance by a party of its obligations under this Agreement and
which is beyond the reasonable control of the nonperforming party. It includes, but is not limited to, fire, flood,
earthquake,storm,lighting,epidemic,war, riot,civil disturbance,sabotage,and governmental action.
14.2 Neither party shall, however, be excused from performance if nonperformance is due to forces
which are preventable, removable, or remediable, and which the nonperforming party could have,with the exercise
of reasonable diligence,prevented, removed,or remedied with reasonable dispatch. The nonperforming party shall,
within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written
notice to the other party describing the circumstances and uncontrollable forces preventing continued performance
of the obligations of this Agreement.
XV. AUDITS
15.1 Financial records.The PROFESSIONAL shall maintain accurate and complete financial records
of its activities and operations relating to this Agreement in accordance with generally accepted accounting
principles. PROFESSIONAL shall maintain adequate records to justify all charges and costs incurred in performing
the services for at least three (3)years after completion of this Agreement. PROFESSIONAL shall also maintain
accurate and complete employment and other records relating to its performance of this Agreement.
PROFESSIONAL agrees that CITY,or its authorized representatives,shall have access to and the right to examine,
audit, excerpt, copy or transcribe any pertinent transaction, activity, or records relating to this Agreement. All
financial records, timecards and other employment records,and proprietary data and information shall be kept and
maintained by PROFESSIONAL and made available to the CITY during the terms of this Agreement and for a
period of three(3)years thereafter unless CITY'S written permission is given to dispose of any such material prior
to such time. All such materials shall be maintained by PROFESSIONAL at a location in Miami-Dade County,
Florida, provided that if any such material is located outside Miami-Dade County, then, at CITY'S option
PROFESSIONAL shall pay CITY for travel,per diem,and other costs incurred by CITY to examine,audit, excerpt,
December 10/0
City of Coral Gables,FL RFP Page 9 of PSA-Page 9 of!2
copy or transcribe such material at such other location. The CITY shall have access to such books,records,and
documents as required in this section for the purpose of inspection or audit during normal working business hours at
the PROFESSIONAL'S place of business.
15.2 Copies of audits.In the event that an audit is conducted by PROFESSIONAL specifically
regarding this Agreement by any Federal or State auditor, or by any auditor or accountant employed by
PROFESSIONAL,then PROFESSIONAL shall file a copy of the audit report with the CITY'S Auditor within thirty
(30) days of PROFESSIONAL'S receipt thereof, unless otherwise provided by applicable Federal or State law.
CITY shall make a reasonable effort to maintain the confidentiality of such audit report(s).
15.3 Breach.Failure on the part of PROFESSIONAL to comply with the provisions of this Paragraph
15.1 shall constitute a material breach upon which the CITY may terminate or suspend this Agreement.
15.4 City Audit Settlements.If,at any time during or after the term of this Agreement,representatives
of the CITY conduct an audit of PROFESSIONAL regarding the work performed under this Agreement,and if such
audit finds that CITY'S dollar liability for any such work is less than payments made by CITY to PROFESSIONAL,
then the difference shall be either repaid by PROFESSIONAL to CITY by cash payment upon demand or, at the
sole option of CITY, deducted from any amounts due to PROFESSIONAL from CITY. If such audit finds that
CITY'S dollar liability for such work is more than the payments made by CITY to PROFESSIONAL, then the
difference shall be paid to PROFESSIONAL by cash payment.
XVI. MISCELLANEOUS
16.1 Modification. This agreement may not be amended or modified unless in writing and signed
by both parties.
16.2 Assignment and subcontracting. This Agreement and the rights of the PROFESSIONAL and
obligations hereunder may not be transferred,pledged,sold,assigned,or delegated by the PROFESSIONAL without
the express prior written consent of the CITY via executed amendment. It is understood that a sale of the majority
of the stock or partnership shares of the PROFESSIONAL,a merger or bulk sale, an assignment for the benefit of
creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior to
CITY approval.
16.2.1 Any transfer, pledge, sale, assignment, or delegation without such express prior written consent
shall be null and void and shall constitute a material breach of this Agreement, upon which the CITY may
immediately terminate the Agreement in accordance with the provisions of paragraph 13.1 (Termination by
Default). The CITY may assign its rights,together with its obligations hereunder.
16.3 Availability of funds. The obligations of the CITY under this Agreement are subject to the
availability of funds lawfully appropriated for its purpose by the City Commission.
16.4 Compliance with laws. In performance of the services,the PROFESSIONAL will comply with
applicable regulatory requirements,including federal,state,special district,and local laws,rules,regulations,orders,
codes, criteria, and standards. It shall be the responsibility of the PROFESSIONAL to obtain and maintain, at no
cost to the CITY, any and all license and permits required to complete the services provided pursuant to this
Agreement.
16.5 Conflict of Interest. PROFESSIONAL covenants that no person employed by the
PROFESSIONAL which exercises any functions or responsibilities in connection with this Agreement has any
personal financial interests direct or indirect with the CITY. PROFESSIONAL further covenants that, in the
performance of this Agreement,no person having a conflicting interest shall be employed. Any such interests on the
part of PROFESSIONAL or its employees must be disclosed in writing to CITY.
16.5.1 PROFESSIONAL is aware of the conflict of interest code of the City of Coral Gables,the Conflict
of Interest and Code of Ethics of Miami-Dade County,Florida, Section 2-11.1 et seq., and the Ethics Laws of the
State of Florida,and agrees that it shall fully comply in all respects with the terms of said laws.
16.6 Federal and State taxes. The CITY is exempt from Federal Tax and State Sales and Use Taxes.
Upon request,the CITY will provide an exemption certificate to the PROFESSIONAL. The Professional shall not
December 2010
Cl(v or Coral Gables,PL RF!'Page 10 (2
PSA-Page/D of l2
be exempted from paying sales tax to its suppliers for materials to fulfill the contractual obligations with the CITY,
nor shall the PROFESSIONAL be authorized to use the CITY'S Tax Exemption Number in securing such materials.
16.7 Entirety of agreement. The CITY and the PROFESSIONAL agree that this Agreement, as
amended from time to time, sets forth the entire agreement between the parties, and that there are no promises or
understandings other than those stated herein. This Agreement supersedes all prior agreements,contracts,proposals,
representations, negotiations, letters, or other communications, written or oral, between the CITY and the
PROFESSIONAL pertaining to the services. None of the provisions, terms, and conditions contained in this
Agreement may be added to, modified, superseded,or otherwise altered,except by written instrument executed by
the parties hereto.
16.7.1 The following documents are made an integral part of this Agreement:
A. Request for Proposal;
B. Performance and Payment Bonds;
C. Insurance Certificates and related documents;
D. Response to Request for Proposal of PROFESSIONAL.
16.8 Counterparts. This Agreement may be executed simultaneously in several counterparts, each
of which will be an original,but all of which together will constitute one and the same instrument.
16.9 Waiver.A waiver by either the CITY or the PROFESSIONAL of any breach of this Agreement
shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver,such a
waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or
acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or
be construed to operate as a waiver of any subsequent default or breach.
16.10 Severability,survival. If any provision of this Agreement is found to be void and
unenforceable by a court of competent jurisdiction,the remaining provisions of this Agreement shall nevertheless be
binding upon the parties with the same effect as though the void or unenforceable provision had been severed and
deleted.
16.11 Governing law and venue. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will
be held in Miami-Dade County,and the Agreement will be interpreted according to the laws of Florida.
16.12 Priority of provisions. The invalidity, illegality, or unenforceability of any provision of this
Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void,shall in no
way effect the validity or enforceability of any other portion or provision of the Agreement. Any void provision
shall be deemed severed from the Agreement, and the balance of the Agreement shall be construed and enforced as
if the Agreement did not contain the particular portion or provision held to be void. The parties further agree to
reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the
intent of the stricken provision.
I6.12.1 The provisions of this section shall not prevent the entire Agreement from being void should a
provision,which is of the essence of the Agreement,be determined to be void.
16.13 Time is of the Essence. The PROFESSIONAL agrees to start all work and to complete each
assignment,task,or phase within the time stipulated in this Agreement(including all attachments).If any anticipated
or actual delays arise, PROFESSIONAL shall immediately so notify the CITY. Regardless of notice if services or
deliveries are not made at the time agreed upon,the CITY may,at its sole discretion,terminate this Agreement and
proceed pursuant to Paragraph 13.1 (Termination by Default).
16.14 Joint preparation. Preparation of this Agreement has been a joint effort of the
CITY and the PROFESSIONAL and the resulting document shall not,solely as a matter of judicial construction,be
construed more severely against one of the parties than any other.
16.15 Headings. The headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of the Agreement.
December 2010
CO,of Coral Gables,FL RFP 2e/1 of.01
PS.4-Pag 11 o I2
IN WITNESS WHEREOF,the parties have executed this Agreement as of the day,month and year first
above written by the City Clerk on the day of attestation.
Approved as to Ins ranee: AS TO CITY:
ty\vvit.A.4 11..............,
Michael Sparber / //
Risk Management Division 10 ///i : /
'atrick G.Salerno
Approved by City Manager
Department Director or head of
Negotiations te, as to the
ne• iated bu ne s terms ATTEST-
/
/ ✓-
Elsa Jarami o-' -lez , /
Human Reso - lrector / / �,,,,,, ......7,
City Walter Clerk J.FiQ '(....5 //
City Clerk
Approved as to compliance with
the Procurement Code
7�� I/• t/4-80/L Approve as to form and legal sufficiency:
Michael P.Pounds
Chief Procurement Officer
oo/. i/;'�-$• 3. 3f30 "'" ■+
Approve as to Funds Appropriation Lourdes Alfonsi ' iz
6,._,A 4 -itet___,
Acting City A,orney
Donald G.Nelson
Chief Financial Officer
ATTEST: A` �'//ROFE _ s i,
rporate S tart',1� � J'.f.`e.' .1 (4,1( i/ e c
(SEAL)
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(OR) PREPARED BY:
WITNESSES(2): LOURDES ALFONSIN-RUIZ
.ilL ._ ACTING CITY ATTORNEY
405 BILTMORE WAY
� CORAL GABLES,FL 33134
Print Name: / , ,i7e, C/Pf i/oi
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Print Name: TO Ctce ..LJU 4 lev
December 2010 RFP 1010.09.0!
City of Coal Cables.FL PSA-Page 12 of 12
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Procurement Department
MO S.W.72ND.AVENUE
MIAMI,FLORIDA 33155
October 12,2010
Ms. Maxine Boyer-Topper
Richard L. Dolsey PHC, Inc.
d/b/a: Physicians Health Center
4483 NW 36i1'Street, Suite 120
Miami,FL 33166
Dear Ms.Boyer;
Thank you for your recent proposal for HR Medical Services. Two (2)proposals were received
and evaluated in accordance with the criteria set forth in the RFP. The evaluation committee
reviewed all proposals and graded accordingly. The following are the scores given to the
companies submitting proposals;
• Physician I-Iealth Center=98 points
• Larkin Community Hospital=74 points
It is the City's intent to award a contract to Richard L.Dolsey PHC, Inc.d/b/a:Physicians Health
Center for the services proposed during the RFP process for HR Medical Services. It should be
noted that if a mutual contractual agreement cannot be reached the City of Coral Gables reserves
the right to enter into negotiations with the next most responsive responsible bidder.
If q u should have any further questions,please feel free to contact our office.
11�e pectf, ly,
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1.
J•e V. Rodriguez,CPPB,FCCM
ontract Specialist
Cc: Contract File
Larkin Community Hospital
CORAL GABLES, FLORIDA 33114-1549 • PHONE:(305)460-5101
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