AGREEMENT TO PERFORM HEALTH ASSESSMENTS AND PROVIDE PHYSICIANS AND MEDICAL PERSONNELAgreement between
CARE ATC, Inc.
and
City of Clearwater
This agreement is made and entered into this day of 2010, by
and between the City of Clearwater, Florida ("CITY"), a Florida Municip 1 Corporation and
CARE ATC, Inc., an Oklahoma corporation ("CARE ATC").
Recitals:
A. CARE ATC contracts with employer to perform health assessments and provide
physicians and medical personnel at the employer's place of business to perform certain medical
services to the employees of employer and/or their dependents.
B. The CITY desires to contract with CARE ATC and CARE ATC desires to
contract with the CITY for CARE ATC to perform health assessments and furnish a physician
and medical personnel at a location at a location determined by the CITY to provide certain
medical services to the applicable employees and retirees of the CITY and/or their dependents on
the terms and subject to the conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and the
sufficiency of which are hereby acknowledged, the CITY and CARE ATC hereby agree as
follows:
nPfl n l+1!171 C
"Eligible Dependent" means an individual enrolled as the qualified dependent of a City
employee or retiree currently participating in the City's medical insurance plan.
"Eligible Employee" means current, full-time regular employee or COBRA participant who is
currently participating in the City's medical insurance plan.
"Eligible Retiree" means an individual who is receiving benefits under the City of Clearwater
Employees' Pension Fund or otherwise meets the requirements of an alternate City of Clearwater
retirement plan as defined by the City, and who is currently participating in the City's medical
insurance plan.
"Employer" shall mean the City of Clearwater.
"Health Professional" shall mean a Physician, Physician Assistant, Nurse, or Nurse Practitioner
as described herein, or other professional duly licensed in the State of Florida to provide health
services.
Page l
"Medical Records" shall mean any and all electronic and paper copies of medical records, notes,
history, and laboratory and x-ray data.
"Medical Services" means the medical services with respect to which CARE ATC has agreed to
furnish medical professionals pursuant to this Agreement with the CITY. The Medical Services
with respect to which CARE ATC has agreed to furnish a physician are listed on Exhibit A.
"Nurse" shall mean, and is inclusive of, a Registered Nurse ("RN") and a Licensed Practical
Nurse ("LPN"), appropriately licensed in the State of Florida, that operates within the scope of
their license and under the direction of a Medical Professional.
"Nurse Practitioner" shall mean a Certified Registered Nurse Practitioner ("ARNP")
appropriately licensed within the State of Florida operating within the scope of their license.
"Participants" shall mean an Eligible Employee, Eligible Retiree, or Eligible Dependent as
described herein.
"Physician" shall mean a Medical Doctor ("M.D.") or Doctor of Osteopathy ("D.O.")
appropriately licensed in the State of Florida operating within the scope of their license.
"Physician Assistant" shall mean a Physician Assistant ("PA") appropriately licensed within the
State of Florida operating within the scope of their license.
"Protected Health Information" shall mean information as defined by the Health Insurance
Portability and Accountability Act of 1996, as amended ("HIPAA") and following all federal and
state privacy requirements.
ARTICLE I
PROVISION OF SERVICES
1.01 Provision of Physician. CARE ATC shall furnish a physician ("Physician") to
provide the Medical Services (as defined herein) to the PARTICIPANTS of the CITY. CITY
shall have the opportunity to interview any initial, replacement, or temporary Physician
candidate identified by CARE ATC and determine if the Physician will be acceptable to the
CITY. CITY shall also have the right to have CARE ATC remove the Physician upon written
notice, which notice shall specify the time by which Physician shall be removed.
The CITY and CARE ATC may, at any time and from time to time, amend or supplement
Exhibit A by written agreement.
1.02 The City shall have the right to determine which persons are eligible
"Participants".
Page 2
1.03 Standards of Physician Performance.
CARE ATC shall contract with the Physician such that the Physician is obligated
to perform or deliver the following:
(a) The Physician shall determine his or her own means and methods of
providing Medical Services in connection with this Agreement with oversight and quality
control functions performed by CARE ATC Medical Directors. Referrals made for
additional medical care shall primarily utilize contracted health system network(s)
outlined in the current CITY medical insurance Plan Document.
(b) The Physician is to comply with all applicable laws and regulations with
respect to the licensing and the regulation of medical professionals.
(c) The Physician is to provide the Medical Services in a manner consistent with
all applicable laws and regulations and in a professional manner consistent with Medical
Services provided in the community.
(d) The Physician is to maintain, during the term of this Agreement, Appropriate
Credentials including:
(1) A duly issued and active license to practice medicine in the state where
services are to be rendered, for the CITY's location(s) identified in
Exhibit C without limitation or restriction,
(2) A good standing with his or her profession and state professional
association,
(3) The absence of any license restriction, revocation, or suspension.
(4) The absence of any involuntary restriction placed on his or her federal
DEA registration
(5) The absence of any conviction of a felony.
(e) In the event that any Physician (1) has his or her license restricted, revoked
or suspended, (2) has an involuntary restriction placed on his or her federal DEA
registration, (3) is convicted of a felony, or (4) is no longer in good standing with his or
her profession and/or state, CARE ATC shall promptly remove that Physician and
replace such Physician with another Physician that meets the requirements of Section
1.02 (d).
(f) The Physician is contractually obligated through an agreement with CARE
ATC to comply with the requirements of Section 1.03(d) with respect to licensing,
certification, and good standing, as applicable, to any Health Professional.
1.04 Scheduling of Services. CARE ATC shall contract with the Physician for the
Physician to provide the Medical Services at a location determined by the City and for
the times identified in Exhibit C. The CITY and CARE ATC may, at any time and from
time to time, amend or supplement Exhibit C by written agreement.
Page 3
1.05 Place of Services. The CITY shall provide the Physician clinic space that is located
at location determined by the CITY, which clinic space shall be reasonably satisfactory, in the
judgment of CARE ATC, for the provision of the Medical Services. In addition, the clinic space
shall have phone and fax lines, internet access and a lock which permits the Physician to limit
access to the clinic.
The City shall be responsible for all costs associated directly with the physical facility
and/or property, including taxes (if owned), rent (if leased) utilities, maintenance, landscaping,
etc. The City and CARE ATC may by mutual agreement provide for any such services to be
billed to CARE ATC and submitted to the City as a pass-through cost
1.06 Equipment and Supplies. CARE ATC shall purchase the equipment and the
supplies, which are listed on Exhibit B, and shall bill the Employer at its cost which shall be the
commercially reasonable cost. There shall be a cap on purchase by CARE ATC of $2,500 for
purchases over and above the agreed upon inventory without prior permission of the Employer.
CARE ATC shall be limited by the provisions of Section 4.05 regarding appropriations and
budgeted amount. The Physician shall notify CARE ATC, at any time and from time to time, of
the quantity of such equipment and such supplies which the Physician reasonably requires in
connection with the provision of the Medical Services and the date by which such equipment and
such supplies are required and CARE ATC shall provide such equipment and such supplies by
such date. CARE ATC is responsible for pickup and disposal of bio-waste.
1.07 Insurance. Without limiting any of the other obligations of CARE ATC, CARE
ATC and the Physician shall secure and maintain at its/his/her own cost and expense, throughout
the duration of this contract and until work is completed and accepted by CITY, insurance of
such types and in such amounts as may be necessary to protect it/him/her and the interests of
CITY against all hazards or risks of loss as hereunder specified or which may arise out of the
performance of the Contract Documents, as follows:.
a. Professional Liability Insurance. CARE ATC shall maintain a Professional
Liability Medical Malpractice Liability policy in the name of the entity with a specific schedule
of all medical professionals (as defined on page 2), including both employed and independent
contractors with limits of liability not less than $1,000,000 each occurrence/$3,000,000
aggregate. All other Medical Assistants (as defined on page 2) shall also be covered under this
policy, including both employed and independent contractors. When a self-insured retention
("SIR") or deductible exceeds $10,000, CITY reserves the right, but not the obligation, to review
and request a copy of CARE ATC' most recent annual report or audited financial statement. For
policies written on a claims-made basis, CARE ATC warrants the retroactive date equals or
precedes the effective date of this Agreement. In the event the policy is canceled, non-renewed,
switched to an occurrence form, retroactive date advanced, or any other event triggering the right
to purchase a supplemental extended reporting period ("SERP") during the life of this
Agreement, CARE ATC shall agree to purchase an SERP with a minimum reporting period not
less four (4) years. Further, CARE ATC shall maintain on behalf of, or contract with to
maintain, any Medical Professionals, throughout the term of this Agreement, professional
liability insurance covering the acts and omissions of the Medical Professional in the amount of
$1,000,00053,000,000. CARE ATC shall contract with the Medical Professional to notify
Page 4
CARE ATC immediately in the event he or she does not have the required coverage and shall
promptly remove and replace such Medical Professional with another qualified Medical
Professional, with CITY approval. CARE ATC shall provide CITY proof of such professional
liability insurance maintained by the Medical Professional. CARE ATC shall also maintain
professional liability and general liability insurance during the term of this Agreement, which
will include, but be limited to, coverage for any negligent acts, errors, or omissions, on the part
of Medical Assistants. Any insurance policy shall include a schedule of all employed or
independent contractors.
b. Indemnification. In exchange for other consideration furnished, CARE ATC shall
indemnify, defend and hold harmless CITY, its representatives, employees and elected and
appointed officials, from and against all claims, costs, demands, legal fees, costs of action,
losses, damages or other expenses arising as a result of any negligent act, conduct, error or
omission by CARE ATC, or its agents, employees or independent contractors, in the
performance of this Agreement. Further, CARE ATC agrees to indemnify and hold harmless
CITY from and against any cost, damage, expense, loss, liability or obligation of any kind
including, without limitation reasonable attorney's fees, which CITY may incur in connection
with CARE ATC' furnishing of Medical Professionals, Medical Assistants, or the Medical
Services provided by them under this Agreement. Notwithstanding the foregoing, this section
and all other provisions of this Agreement relating to indemnity and insurance are not intended
to, and shall not be construed to, waive CITY's sovereign immunity, the provisions and the
limitations set forth in Section 768.28, Fla. Stat., as amended from time to time, or a consent to
be sued by third parties.
C. Workers' Compensation. Care ATC shall provide workers' compensation
insurance for all their employees and contractors in an amount at least equal to the statutory
limits of coverage according to applicable State and Federal laws. Employers Liability coverage
should be included with limits of at least $500,000 each accident and $500,000 each
disease/Employee and $500,000 each disease/maximum.
d. Business Auto Policy. CARE ATC shall maintain business automobile liability
insurance at a limit of liability of not less than $1,000,000 each occurrence for owned, non-
owned, and hired automobiles. In the event CARE ATC does not own any automobiles, the
business auto liability requirement shall be amended allowing CARE ATC to maintain only
hired and non-owned auto liability insurance. This amended requirement may be satisfied by
way of endorsement to the commercial general liability insurance policy, or separate business
auto coverage form.
e. Commercial General Liability. CARE ATC shall maintain commercial general
liability insurance for public liability during the lifetime of this Agreement which shall have
minimum limits of $1,000,000 per occurrence for personal injury, bodily injury, and property
damage liability, and cyber risk. Coverage shall include premises, operations, independent
contractors, products, complete operations, contractual liability and broad form property damage
endorsements. Coverage shall not contain an exclusion or limitation endorsement for contractual
liability or cross liability. All insurance policies shall be issued from a company or companies
Page 5
duly licensed by the State of Florida. All policies shall be on an occurrence-made basis; CITY
shall not accept claims-made policies. Specific endorsements shall be requested depending upon
the type and scope of work to be performed.
f. Additional Insured Requirements. Except as to Workers' Compensation,
Professional Liability and Employers' Liability, said insurance certificate(s) shall state that
coverage required by the Agreement has been endorsed to include the City of Clearwater as an
additional insured under the policies. Certified copies of insurance policies shall be forwarded to
the CITY upon written request of same
The certificate of insurance and policy shall unequivocally provide thirty (30) days written notice
to CITY prior to any adverse changes, cancellation, or non-renewal of coverage thereunder. Said
liability insurance must be acceptable by and approved by CITY as to form and types of
coverage. In the event that the statutory liability of CITY is amended during the term of this
Agreement to exceed the above limits, CARE ATC shall be required, upon thirty (30) days
written notice by CITY to provide coverage at least equal to the amended statutory limit of
liability of CITY.
g. Waiver of Subro ag tion. CARE ATC shall agree by entering into this Agreement
to a waiver of subrogation for each required policy. When required by the insurer, or should a
policy condition not permit an insured to enter into a pre-loss agreement to waive and
subrogation without an endorsement, CARE ATC shall notify the insurer and request the policy
be endorsed with a waiver of transfer of rights of recovery against others, or its equivalent. This
waiver of subrogation requirement shall not apply to any policy which a condition to the policy
specifically prohibits such an endorsement, or voids coverage should CARE ATC enter into such
an agreement on a pre-loss basis.
CARE ATC shall require any and all subcontractors with whom it enters into a contract
to perform work under this agreement, to protect, through insurance, against applicable hazards
or risks and shall, upon request of CITY, provide evidence of such insurance.
CARE ATC and Physician shall be responsible for all deductible amounts from such
insurance and shall indemnify and hold harmless CITY there from.
1.08 Responsibilities of Parties. The Health Professionals or persons provided by
CARE ATC shall be solely responsible for their actions and omissions and those of any agent or
employee used by them in connection with this Agreement. Neither the CITY nor CARE ATC
shall incur any liability for the actions or omissions of the Physician, Nurse Practitioner, nurses,
licensed physician assistants or any other health professionals or persons, or their agents or
employees. Regardless of the foregoing, CARE ATC agrees to indemnify, defend, and hold
harmless CITY from and against all claims, damages, losses, liabilities, and expenses (including,
without limitation, reasonable attorney's fees) of any kind whatsoever arising from this
Agreement or its performance including, without limitation, malpractice by the Physician, Nurse
Practitioner, nurses, licensed physician assistants or any other health professionals or persons
provided by CARE ATC, or any of their agents or employees. This indemnification agreement
shall not be limited in any way by any limitation on the amount or type of damages,
Page 6
compensation, or benefits payable by or for CARE ATC under workers' compensation acts,
disability benefit acts, or other employee benefit acts. Notwithstanding any other provision of
this Agreement to the contrary, the liability of the Employer under this Agreement is intended to
be consistent with limitations of Florida law, including the state's waiver of sovereign immunity.
No obligation imposed by this Agreement on the Employer shall be deemed to alter said waiver
or to extend any liability of the Employer beyond such limits, nor shall any such obligation be
deemed or construed as a waiver of any defense of sovereign immunity to which the Employer
may be entitled.
1.09 Other Licensed Health Professionals. The CITY agrees and acknowledges that
Physician may from time to time have other Health Professionals, as defined herein, assist the
Physician and/or replace the Physician during his or her regularly scheduled time at the CITY's
place of business in the event of an emergency at the hospital or at the Physician's office. In this
regard Section 1.08 shall apply in the same manner to the Health Professional as such section
applies to the Physician. The same level of professional standards as set forth in Section 1.02 (d)
shall apply as well to Health Professionals other than medical doctor interns and residents.
CARE ATC shall obtain a release from the Physician and any Health Professional, satisfactory to
the CITY, indicating that the Physician or Health Professional will hold the CITY harmless for
any injury sustained or illness contracted while performing services at the CITY's place of
business.
1.10 Participant Billing. CARE ATC shall contract with the Physician that the
Physician shall not bill or otherwise solicit payment from employees of the CITY and/or their
dependents, or from the CITY, or from the CITY's Benefit Plan Trust, for the Medical Services
provided by the Physician in the CARE ATC clinic. Neither CARE ATC nor the Physician or
other Licensed Health Professionals shall engage in the practice of "back billing" with regard to
the Medical Services.
1.11 Medical Records. CARE ATC shall contract with the Physician for the
Physician to maintain medical records with respect to all of the patients, all of which medical
records shall be maintained in a professional manner consistent with the accepted practice of the
community in which the Physician provides the Medical Services in connection with this
Agreement and HIPAA privacy standards. All patient records maintained by the Physician in
connection with this Agreement shall be the sole property of the Physician and CARE ATC.
The CITY understands that all of the medical records maintained by the Physician will be
held by the Physician in strictest confidence and that the CITY will not be entitled to have access
to the medical records maintained by the Physician except for records pertaining to injuries
reimbursable by CITY pursuant to Worker's Compensation.
Anything herein to the contrary notwithstanding, CARE ATC and Physician will
maintain all "protected health information" as defined in the Health Insurance Portability and
Accountability Act (HIPAA) as confidential and shall not disclose such health information to
any third party or use such health information for commercial advantage or personal gain or for
Page 7
any reason not permitted by HIPAA. All obligations of Physician and CARE ATC to maintain
confidentiality of health information shall survive termination of this Agreement indefinitely.
1.12 Quarterly Reports. CARE ATC shall provide to the City a weekly utilization
report containing the number of medical visits, total medical visits available, occupational health
visits, labs, x-rays (if applicable), and prescriptions dispensed. In addition, CARE ATC shall
provide to the CITY, no later than the last day of the month, a written report with respect to the
provision by the Physician of the Medical Services during the immediately preceding calendar
quarter. The written report will report (a) the number of participants, (b) the number of
participants for whom work-related treatments were provided, (c) the number of participants for
whom primary care services were provided. On a quarterly basis CARE ATC shall provide to
the CITY (d) an aggregate summary indicating the types of conditions, treatments, and services
provided during such immediately preceding calendar quarter. CARE ATC will review services
performed on-site with CITY quarterly.
1.13 Noncompliance by the Physician. In the event that the CITY becomes aware of any
material failure by the Physician to comply with the obligations of the Physician which are
contemplated by this Agreement, the CITY shall promptly provide written notice to CARE ATC
of such failure, which written notice shall describe the failure in reasonable detail, and CARE
ATC shall use its best efforts to address such failure. In the alternative, CARE ATC may
arrange for the substitution of another person as the Physician. As provided in Section 1.01,
CITY shall have the right to require the immediate removal of the Physician by CARE ATC.
CITY shall have no duty to notify CARE ATC of malpractice by the Physician, Nurse
Practitioner, nurses, licensed assistants or any other persons provided by CARE ATC, or
malpractice of any of their agents or employees.
1.14 Personal Health Assessments. CARE ATC shall perform health assessments for
Participants of the CITY. Such assessments shall be comprised of blood draws and data
collection for each adult participant, conducted at the medical clinic or other worksite identified
by the City by qualified and licensed personnel, labwork, generation and delivery of individual
printed and/or intemet accessible reports and aggregated reports of findings for the CITY. Unless
specifically directed by the participant, all records will be accessible to the Physician providing
on-site medical services for diagnostic and educational purposes.
All health assessment data shall be maintained in a professional manner consistent with
HIPAA privacy standards. All health assessment records maintained by CARE ATC in
connection with this Agreement shall be the sole property of CARE ATC.
The CITY understands that all of the health assessment records maintained by CARE
ATC will be held by CARE ATC in strictest confidence and that the CITY will not be entitled to
have access to the health assessment records maintained by CARE ATC, except for aggregated
records pertaining to group data, void of identifiable personal health information.
1.15 Independent Contractors. CARE ATC, the Physician, Nurse Practitioner, nurses,
licensed physician assistants and any other health professionals or persons provided by CARE
ATC shall be considered contractors independent of the CITY and shall perform the services
Page 8
hereunder in accordance with their own methods and shall have complete charge of performing
the services.
1.16 Voluntary Participation. It is understood and agreed that participation in CARE ATC
programs by participants of the CITY shall be on a voluntary basis. Patients/participants shall not
be required to utilize any service provided by CARE ATC, except that the CITY may at its
discretion and upon agreement with CARE ATC utilize the services of CARE ATC in the
requirement of employees to submit to medical and/or other examinations to determine the
employees' physical capacity for the continued performance of their job duties and essential
functions or in the administration and determination of Workers Compensation benefits.
Page 9
ARTICLE II
COMPENSATION
2.01 Initial Set-Up Fee. The CITY shall pay to CARE ATC an initial set-up fee as
listed in Exhibit C within forty-five (45) days of submission of invoice(s), which shall reflect the
purchases of equipment, supplies and medications which are negotiated between the parties and
initially required by the Physician for the provision of the Medical Services as described in
Exhibit B. Fees are due in accordance with the Florida Prompt Payment Act, F.S. Secs
255.0705-255.078.
2.02 Within 45 days of receipt of the CARE ATC monthly invoice, the CITY shall pay
to CARE ATC the amount listed for Administration in Exhibit C. Fees are due in accordance
with the Florida Prompt Payment Act, F.S. Secs. 255.0705-255.078.
2.03 Additional Fees. The CITY shall be responsible as set forth in Section 1.03 and
1.06 for all agreed to staffing, medical supplies, equipment and other items that may be required
by CARE ATC or the Physician to provide adequate Medical Services under this Agreement.
The invoiced amount of such other items shall be CARE ATC's cost with no additional charges.
In the event that the Physician deems it necessary, with permission granted by CITY, to work
beyond the contracted hours, CITY shall be billed and pay for such services at the agreed to
hourly rate. Upon request, CARE ATC shall provide documentation supporting CARE ATC's
cost. Fees are due in accordance with the Florida Prompt Payment Act, F.S. Secs. 255.0705-
255.078.
2.04 Rate Increases. The Rate for staffing cost set forth in Exhibit C shall remain in
effect for the initial year of this Agreement. Commencing with the second year of the
Agreement, staff salaries may increase annually at a rate determined by the US Bureau of Labor
Statistics - Medical Care Services Index on an annualized basis.
ARTICLE III
TERM AND TERMINATION
3.01 Term. This agreement shall be for a term of three years commencing on the date
the Physician begins onsite services, subject to earlier termination in accordance with this
Agreement. Unless either the CITY or CARE ATC gives written notice of non-renewal to the
other party at least thirty (30) calendar days prior to the end of the initial term or of any renewal
term, this Agreement shall be automatically renewed for additional periods of one year each with
rate increases as described in Section 2.04.
3.02 Termination. This Agreement may be terminated by either the CITY or CARE
ATC at any time prior to or following the commencement of onsite services by providing the
other party at least ninety (90) calendar days' prior written notice. Provided, however, that if
CARE ATC terminates during the first year of this Agreement, CARE ATC shall, at CITYs
request, buy back the on-hand inventory of equipment, supplies and medicine at CITY's cost.
Page 10
3.03 Effect of Expiration or Termination. The expiration or the termination of this
Agreement shall not affect the obligation of the CITY to pay compensation to CARE ATC or
pay for any outstanding invoice for the period prior to such expiration or termination and shall
not affect the obligation of CARE ATC to provide monthly reports for the period prior to the
effective date of such expiration or such termination and to perform all services agreed to under
the terms of this contract.
ARTICLE IV
MISCELLANEOUS
4.01 Notice. All notices and other communications permitted or required pursuant to
this Agreement shall be in writing, addressed to the party at the address set forth at the end of
this Agreement or to such other address as the party may designate from time to time in
accordance with this Section 4.01. All notices and other communications shall be (a) mailed by
certified or registered mail, return receipt requested, postage pre-paid, (b) personally delivered or
(c) sent by telecopy with a receipt confirmation. Notices mailed pursuant to this Section 4.01
shall be deemed given as of three days after the date of mailing and notices personally delivered
or sent by telecopy shall be deemed given at time of receipt.
4.02 Public Records Act. It is understood by the parties that the Employer is subject to
the provisions of the Florida Public Records Act, Florida Statutes Section 119.011 et seq., and
that absent any exemptions or provisions for confidentiality contained in state or federal statute„
generated records may be open to the public for inspection and copying.
4.03 CARE ATC shall establish and maintain a reasonable financial and accounting
system, which enables ready identification of contractor's cost of goods and/or services and use
of funds. Such financial and accounting system shall also include adequate records and
documents to justify all prices for all items invoiced as well as all charges, expenses and costs
incurred in providing the goods and/or services for five (5) years after completion of this
contract. The CITY or its designee shall have access to all such books, records, subcontract(s),
financial operations, and documents of the contractor or its subcontractors as required to comply
with this section for the purpose of inspection or audit anytime during normal business hours.
This right to audit shall include the contractor's subcontractors used to procure goods and
services under the contract with the CITY. Audit of subcontractors and subconsultants shall be
limited to those records associated with the goods and services provided under this contract.
CARE ATC shall keep complete and accurate inventory control records of all medical
supplies, pharmaceuticals, equipment and other items purchased and utilized for medical
services. CARE ATC shall submit a "Med Dispense Report" to the CITY Monthly.
The CITY shall have the right to make a special audit, by auditors selected by the CITY,
of all the books and records required to be made and preserved by CARE ATC.
Page 11
4.04 Transferability. Neither the CITY nor CARE ATC may assign or otherwise
transfer this Agreement to a third party without the prior written consent of the other party,
which may be given or withheld by the other parry in its sole discretion.
4.05 Appropriation Clause. The City, as an entity of government, is subject to the
appropriation of funds by its legislative body in the amount sufficient to allow continuation of its
performance in accordance with the terms and conditions of this contract for each and every
fiscal year following the fiscal year in which this contract shall remain in effect. Upon notice
that sufficient funds are not available in the subsequent fiscal years, the City shall therefore be
released of all terms and other conditions.
4.06 Entire Agreement; Amendment. This Agreement constitutes the entire agreement
between the CITY and CARE ATC with respect to the subject matter hereof and supersedes all
prior agreements. This Agreement shall not be amended or waived, in whole or in part, except in
writing signed by both of the CITY and CARE ATC.
4.07 Governing Law. This Agreement shall be governed by, and interpreted in
accordance with, the internal laws of the State of Florida, without giving effect to its conflict of
laws provisions. Venue for any legal action or proceeding relating to this Agreement shall be
exclusively in Pinellas County, Florida.
Page 12
4.05 Access to Books and Records. Both CARE ATC and the Physician agree to
provide access to their books and records to the other party, the Comptroller General of the
United States, the Secretary of Health and Human Services or their duly authorized designee, to
the extent required by S.S.A. 1861(b)(1)(I) and the regulations promulgated thereunder.
4.06 Successors. This Agreement is binding upon the parties, their successors and
assigns. Sixty (60) days notice of any change in ownership, management, etc. shall be given the
other party by the party experiencing the change. In such event, this Agreement shall be
assumed upon a change of ownership, change of control, change in management, reorganization,
etc. of, or at, CITY.
IN WITNESS WHEREOF, the CITY and CARE ATC have executed and delivered this
Agreement as of the date first above written.
Sig ed:
10
Jamey Lykins
Chief Oneratin Officer
CARE ATC
Countersigned:
CITY OF CLEARWATER, FLORIDA
!! By: E .
Frank V. Hibbard William B. Horne II
Mayor City Manager
Approved as to form: Attest:
Leslie K. Doug a- 'des Cynthia E. Goudeau Aa
Assistant City Attorney City Clerk
ADDRESS:
c/o City Manager William B. Horne II
112 S. Osceola Ave. s?-
Clearwater, FL 33756
Page 13
EXHIBIT A
"SCOPE OF SERVICES"
ADMINISTRATIVE PROGRAM
Long Term Health
CareATC will work with the Employer and its health administrator to identify all health cost
drivers highlighting critical trends and developing strategies & tactics to mitigate unfavorable
trends and promote the favorable ones. These ongoing activities include:
• Personal Health Assessment (PHA) with comprehensive lab analysis
• Aggregate employee population analysis to improve chronic disease and medication
management
• High risk populations targeted to optimize healthy lifestyle impact
• General population health management
• Physician Health Seminars
• Physician Round Tables (improving clinician capability)
• Wellness initiatives to include health screenings, presentations, seminars, employee
education, and coordination with other ongoing City wellness activities.
Labs
• Collection of specimens, blood draws
• Coordination of lab logistics and analysis
• Expedited out-of-range reporting to medical providers
Information Management
Health information shall be HIPAA compliant and shall serve the purpose of articulating:
• Health Improvement of the General Population
o Health status
o Trends & focus areas
o Health Improvement
o Trends & focus areas
• Clinic Performance/Improvement
o Clinic utilization
¦ Primary Care
¦ Prescriptions
¦ Treated work injuries
¦ Clinic fill capacity
• Financial Tracking
o Annual claims cost status/trends
Page 14
¦ Reductions (after year 1)
¦ National average comparisons
o Cost avoidance/savings
The Employer agrees to facilitate CareATC access to all necessary claims data requisite for the
subject reports.
Staffing
CareATC will recruit and manage staff including:
• Physicians
• Nurses
• Medical assistants
• Background checks
• Credentialing service reviews, reports on any sanctions, disciplinary action, credentialing
status
• Semi-annual performance evaluations
SCOPE OF MEDICAL PRACTICE
CareATC's focus is on health management and health improvement through liberating healthy
lifestyles, specific clinical practices are also essential. Such care can include:
Acute Illness
o Cough, earache, fever, headache, sinus, etc.
Chronic illness evaluation (Our essential focus)
o Pre-empting, evaluating, diagnosing, treating & managing (heart, blood sugar, blood
pressure, cholesterol, BMI, tobacco, etc.)
• Employment-Related Activities
o (Refer to Scope of Occupational/Workers' Compensation Health Services)
Pharmacy
Good health is largely the result of a healthy lifestyle which can include: fulfilling work, regular
exercise, adequate rest, proper diet & food portions, maintaining appropriate body mass, good
mental health & avoidance of harmful substances/practices. In the event healthy lifestyle
practices are inadequate, CareATC may supplement a return to managed or improved health with
limited medications. Appropriate cost, insurance plan cost and restrictions, patient wellness &
applicable regulations are factors that will be essential considerations in developing a basic
formulary. No controlled substances will be stocked. CareATC shall be responsible for seeing
that adequate medication inventories are maintained. Typical treatable illnesses include-
0 Infections
Hypertension
Hyperlipidemia
Page 15
+ Diabetes
• Infectious Disease (including antibiotics)
• Gastro esophageal/reflux disease
• Asthma
• Chronic lung disease
• Occupational Context
o Immediate work-related injury triage & patient management
o Minor procedures within the clinician's scope of practice
Medical Oversight and Exams
+ Hearing
o Audiometric exams, STS review, work relationship determination and
report/documentation, including employee notification letters
• Respiratory
o Administer all medical elements of respiratory protection program including
spirometry testing/Pulmonary Function Testing (PFT) for employees required to wear
a respirator
• Mobile Equipment Exams
+ Conduct medical history review, vision testing and medical exam for employees
required to operate mobile equipment, fork truck physicals
• Department of Transportation/Commercial Drivers License exams
• Pre-Employment
o Coordinating/conducting physicals, drug screening, medical history, audiometric
testing, biometrics, etc.
+ Fitness for Duty -- Work-related and personal illness/injury
Any other services mutually agreed upon by the parties. The approval of any such additional
services is to be subject to the provisions of CITY's purchasing ordinance.
Page 16
EXHIBIT B
EXAM ROOM SET UP
MEDICAL SUPPLIES AND EQUIPMENT
Other items may be required by the Physician to deliver Medical Services in accordance with the
Agreement as agreed to by CITY.
Prescription list needs to be expanded by CareATC)
Description Description
MEDICATIONS / INJECTABLES MEDICAL SUPPLIES (Continued)
ALBUTEROL 90MCG 17GM INHL DISPENSER ALCOHOL
AMOXICILLIN 500MG CAP 100/BT DRAPE 40X48 2-PLY
AMOXICILLIN 250MG SUSP 150ML GAUZE STRETCH Z' NS
APPLICATOR SILVER NIT WD100E GLOVE EXAM LTX LG P/F
BACTR08AN 2% DINT 22GM GLOVE EXAM LTX SM P/F
CEFTRIAXONE SOD 1GM SDV GOWN EXAM WHITE 3-PLY
CEPHALEXIN 500MG CAPS 100'S HISTOFREEZER 170ML 2/5MM MIX
CYANOCOBALAMIN 1000MCG 30ML HYDROGEN PEROX 3% 16OZ
DEBROX DROPS 16ML IV SET BC 23X3/4 127B SAF L
DEXAMETH 4MG/ML 5ML LACERATION TRAY W/INSTR 20CS
DIPHENHYD 50MG SDV 1ML LANCET ORANGE 23G 200/BX
DOXYCYLINE 100MG TB UD 100/8 MEDIWASH EYE WASH BTL/4 OZ
EPINEPHRINE 1:1000 AMP 1 ML MOUTHPIECE ADULT 100/8X
ERYTHROMICIN 500MG 100/BT NEEDLE 18X1"
KENALOG 40MG/ML 10ML NEEDLE 22X1
KETOROLAC 60MG 2ML NEEDLE 22X1-1/2
LIDOCAINE 1% 50ML NEEDLE 25X1
LIDOCAINE 1% W/EPI 60ML 25/C NEEDLE 25X1-1/2
MARCAINE.25% 50ML PILL COUNTER
PREDNISONE 10MG TABS 100/8T PREP ALCOHOL ST MED 2001BX
PROMETHAZINE 25MG AMP /ML PRESCRIPTION PADS 500 SHEETS
PROPARACAINE DRP 0.5% 15ML PROBE COVER PC 200/BX
SILVER SULFADIAZINE CRM 50GM PVP SWABSTICK 1'S 50/BX
SULFAMETH/TMP 800/160 TAB 100 SANITIZER GBG HAND GEL 40Z
TRIPLE ANTIBIOTIC DINT 1OZ SCALPEL 01 SP #11 10/BX
SCALPEL DISP #15 10/BX
TESTING SUPPLIES SCISSOR BAND & UTIL 7.5"
APLISOL 5TU PPD 10 TEST 1ML SCISSOR IRIS 4.5" STR
GLUCOSE STRIP ELITE 25/BX SCISSOR SPENCER STITCH 3.5"
MULTISTIX 10 SG SHARPS COLL 2GAL RED
OCCULT BLOOD TEST SNGL SLID SODIUM CHL.9% 250ML IR
PREG HCG ONE STEP URINE 25 SPECULA KLEEN 4.25MM 650B
STREP A SIGNFY FLXT WAV 508 SPONGE GAUZE 2X2X8P NS
SPONGE GAUZE 4X4X8P NS
MEDICAL SUPPLIES SPONGE GAUZE 4X4X8P ST 2'S
ALCOHOL ISO 70% OT 121CS SUTURE REMOVAL TRAY 501CS
APPLICATOR CT 6" ST ZS 6LB SYRINGE 1000 LL
APPLICATOR CT e"NS 13LB 500B SYRINGE 1CC T8
BANDAGE ADH FLEX 1X3 SYRINGE 3CC LL
BANDAGE ELAS 3" DELX VELCRO TABLE PAPER 21" SMOOTH
BASIN EMESIS 10" DUSTY ROSE TAPE CLEAR 1" 12/BX
BETADINE SOLN 8OZ TISSUE FACIAL KLEENEX 100/BX
PAPER CUTTER TONGUE BLADE ADULT NIS 33LB
CITRIGUARD II SPRAY 3202 TOWEL EMBOSSED WHITE
COLD PACK JR 07 VIAL 13DR W/SNAP CAP 360/CS
COTTON BALLS MED 2BX/CS WATER ST 1000ML IR POUR BTL
Page 17
Description Description
MEDICALEQUIPMENT OFFICE SUPPLIES
BP UNIT ADULT VELC 2-HOLE PUNCH
BP UNIT LG ADULT VELC CLIP BOARD
TABLE EXAM W/ STIRRUPS & STORAGE COPY PAPER
PAPER HOLDER FILE FOLDER LABELS
CHART EYE SNELLEN
DIAG SET 3.5V HALOGEN MACRO
GLUCOMETER ELITE SYSTEM
HAMMER TAYLOR PERCUS 7-1/2
JAR SUNDRY UNLABELED 6/CS
LIGHT EXAM LS135 W/FLOOR STD
PEAK FLOW METER FULL RANGE
SCALE PHYS LB W/HGT ROD
STETH CLASSIC 11 28" BLK
THERMOM PRO-4000 ONLY (Ear Thermometer)
OFFICE FURNITURE AND EQUIPMENT
2-DRAWER LOCKABLE FILE CABINET
CHAIRS (3-4 WAITING ROOM, 1-2 NURSE'S AREA, 1-2 DOCTOR'S AREA)
COMPUTER
DESK
DYMO LABELWRITER
LOCKABLE STORAGE CABINET 72"X30"X18"
PRINTER/FAX
REFRIGERATOR
TRASH CAN (2 DOCTOR'S AREA, 2 NURSE'S AREA)
FILE FOLDER LETTER W/FASTENER 50/BX
FILE GUIDE A-Z LETTER
HIGHLIGHTER ASSORTED a/BX
INK PEN BLACK 121BX
LYSOL SANITIZING WIPES
PAPER CLIPS 1001BX
PILLOW W/VINYL COVER
POST-IT NOTES 3X3 5/8X
SCISSORS
STAPLE REMOVER
STAPLER
STAPLES
TAPE 6 ROLLS/BX
TAPE DISPENSER
TRASH BAGS
Page 18
EXHIBIT C
CITY LOCATIONS, SCHEDULES AND RATES
Name:
Address:
City, State, Zip:
Set-up Fee:
Rates:
Monthly Administrative Fee
City of Clearwater
112 S. Osceola Ave.
Clearwater, Florida
Pass through cost to City as used
$ 25,275**
Monthly supplies, labs, prescriptions
Monthly Staffing Cost
Pass through cost to City as used
Pass through cost to City as used
Physician
Nurse Practitioner or Physician's Assistant
Medical Assistants
Personal Health Assessment: $ 59.95 per Personal Health Assessment
**CareATC will credit the City $1,500 per month for the first 12 months of operation to offset
start up and build out costs.
Schedule: 40 - 56 clinic hours per week.
Page 19