MEMORANDUM OF AGREEMENT REGARDING THE CLEARWATER EMPLOYEE HEALTH CENTERMEMORANDUM OF AGREEMENT BETWEEN
THE CITY OF CLEARWATER AND THE CITY OF DUNEDIN
REGARDING THE CLEARWATER EMPLOYEE HEALTH CENTER
THIS MEMORANDUM OF AGREEMENT, made and entered into this v'l `� day of
� , 2012, by and between the CITY OF CLEARWATER, a political subdivision
of the tate of Florida, hereinafter referred to as "CLEARWATER," and the CITY OF DiTNEDIN, a
political subdivision of the State of Florida, hereinafter referred to as "DUNEDIN."
WHEREAS, the City of Clearwater and the City of Dunedin have determined to provide certain
medical services for participants in their respective group medical plans; and
WHEREAS, the City of Clearwater and the City of Dunedin wish to enter into an Agreement to
allow for the use of the City of Clearwater Employee Health Center, administered by CareATC, by
employees, retirees, and their dependents under the City of Dunedin medical plan; and
WHEREAS, the City of Clearwater and the City of Dunedin wish to share in the cost of certain
provisions of such medical services and to contract with and pay separately to CareATC for certain other
provisions of such medical services;
NOW THEREFORE, in consideration of the premises and mutual covenants contained herein,
the parties agree as follows:
City of Clearwater agrees to allow for the use in accordance with this Agreement of all facilities and
services available through the City of Clearwater Employee Health Center by eligible employees of
City of Dunedin, and by eligible retirees and medical plan dependents, as determined by City of
Dunedin.
2. City of Dunedin agrees to reimburse City of Clearwater for seventeen percent of the costs of non-
consumable items related to the start-up of the Employee Health Center by City of Clearwater as
identified in E�ibit C which is attached hereto and incorporated herein, payable to City of
Clearwater with the first monthly reimbursement following the effective date of this Agreement.
City of Dunedin agrees to reimburse City of Clearwater for seventeen percent of the ongoing costs of
items identified in Exhibit A, which is attached hereto and incorporated herein. The City of Dunedin
further agrees to reimburse the City of Clearwater for seventeen percent of the cost for the purchase
and ongoing maintenance of any future equipment or facility related items that will be utilized by
City of Dunedin participants.
4. City of Clearwater and City of Dunedin agree to review monthly utilization reports provided by
CareATC to City of Dunedin and City of Clearwater pursuant to the respective entities' Agreements
with CareATC to determine the overall percentage of usage by each entity on an annual basis
beginning one year from the effective date of this Agreement If the review of such utilization
reports confirms City of Dunedin's participant utilization exceeds seventeen percent of the total
participant utilization for the annual period, then City of Dunedin shall be required to reimburse City
of Clearwater for City of Dunedin's respective share of the costs of those items identified in E�ibit
A in the amount exceeding seventeen percent for the following twelve-month period. In any event,
City of Dunedin's share of the cost of such items identified in E�ibit A shall not be less than
seventeen percent of the total cost of the items in accordance with Paragraph 3 above.
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5. Utilization for the purpose of determining the shared amount of the cost of the items identified in
Exhibit A shall be determined by dividing the number of confirmed appointments attended by each
entity's respective participants in ratio to the total number of confirmed appointments attended by
participants of both entities combined. The parties agree to meet and review the distribution of
future costs on an annual basis, or more frequently if needed.
Total Appointments Available
Total Unattended Appointments
Total used by Dunedin
Total used by Clearwater
Total Appointments Available
Total Unattended Appointments
Total used by Dunedin
Total used by Clearwater
Examples
100
18
12
70
100
10
20
70
12/82 = 17% share of cost
70/82 = 83% share of cost
20/90 = 22% share of cost
70/90 = 78% share of cost
6. City of Dunedin agrees to pay City of Clearwater a fee of $3.00 per eligible employee per month in
consideration of clinic usage and administrative oversight provided by City of Clearwater. City of
Dunedin shall provide City of Clearwater with a total employee count each month and City of
Clearwater shall include the amount of the monthly fee in the total reimbursement due City of
Clearwater prior to invoicing City of Dunedin for the cost of the shared items as outlined above.
City of Dunedin shall remit such reimbursements within thirty (30) days of receipt of City of
Clearwater's invoice for such costs.
7. City of Dunedin agrees it will not enter into any agreement with CareATC that conflicts with this
Agreement or with any Agreement between the City of Clearwater and CareATC, or that materially
affects the City of Clearwater's operations, liability, or costs with respect to the Employee Health
Center. In the event that any provision in an agreement between the City of Dunedin and CareATC
conflicts with this Agreement or with any Agreement between the City of Clearwater and CareATC,
or that materially affects the City of Clearwater's operations, liabiliiy, or costs with respect to the
Employee Health Center, the provisions of this Agreement or of any Agreement between the City of
Cleaxwater and CareATC shall prevaiL
8. City of Clearwater will advise City of Dunedin at least thirty (30) days in advance of any anticipated
decisions regarding matters involving purchases or other operational or facility changes that may
impact the costs of clinic operations and/or the level of service. City of Dunedin shall be afforded
the opportunity to provide input on such matters. However, City of Clearwater shall retain final
decision making authority on all matters involving the facility, clinic staffing, operations, services,
and expenditures or costs.
9. CaxeATC, Inc., an Oklahoma corporation which is a signatory party to a separate Agreement with
City of Clearwater, dated May 14, 2010 and as may be amended from time to time, acknowledges
and approves this Memorandum of Agreement between City of Clearwater and City of Dunedin
pertaining to the City of Clearwater Employee Health Center.
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10. Clearwater 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 agreement for each and every fiscal year following the fiscal year in which this
agreement shall remain in effect. Upon notice as described above that sufficient funds are not
available in the subsequent fiscal years, Clearwater shall therefore be released of all terms and other
conditions.
11. Each party hereto agrees to indemnify and hold the other harmless, to the extent allowed under
Section 768.28, F.S., from all claims, loss, damage and expense, including attorney fees and costs
and attorney fees and costs on appeal, arising from the negligent acts or omissions of the
indemnifying party's officers, employees, contractors and agents related to its performance under
this Agreement. Such indemnification shall include reasonable attorney's fees and costs for all
proceedings at the trial and appellate level. This provision does not constitute a waiver of any
party's sovereign immunity under Section 768.28, F.S. or extend any party's liability beyond the
limits established in Section 768.28, F.S
12. None of the provisions of this Agreement or its addenda is intended nor shall be deemed to create
any relationship between the parties hereto other than that of independent entities contracting with
each other solely for the purpose of effecting the provisions of this Agreement. Neither of the
parties hereto nor any of their respective agents and employees shall be contrived to be the agent
representative or joint venture of the other. This Agreement is between Clearwater and Dunedin and
does not create any third party rights for any other party.
13. This Agreement has been executed and delivered in the State of Florida and shall be construed and
enforced in accordance with and governed by the laws of the State of Florida. Any legal action or
proceeding relating to this Agreement shall be instituted in a state court in Pinellas County, Florida,
or a federal court in Hillsborough County, Florida, and each pariy hereby submits to the personal
jurisdiction of such courts and waives any defense related to venue or forum non conveniens.
14. This Agreement may not be changed, waived, discharged or terminated orally, but only by an
instrument in writing, signed by both parties.
15. All covenants, agreements, promises and provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto.
16. This Agreement shall commence as of the effective date and shall continue for a term of one (1)
yeax, after which the Agreement shall be renewed automatically for subsequent one (1) year periods
unless terminated upon providing ninety (90) days prior written notice to the other party. Either
party shall have the right to terminate this Agreement for any reason after providing such notice.
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IN WITNESS WHEREOF, the City of Clearwater and the City of Dunedin have executed this
Memorandum of Agreement with an effective date of v�l ��-°� , 2012, by the undersigned:
Signed:
David Eggers
Mayor
Approved as to form:
���_
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Thomas Trab c
City Attorney
Countersigned:
- �?Ar�t l� crt�{�
George N. Cretekos
Mayor
Approved as to form:
. �
�
eslie K. Douga - 'des
Assistant City Att ey
Acknowledged:
CITY OF DUNEDIN, FLORIDA
By. --
Robert DiSp' '
City M r
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Attest: � � >
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enise Schlegel . "��, '� Q ''�� ;� -
City Clerk �,:;;. ,
CITY OF CLEARWATER, FLORIDA
By: } /���--c.-t.e.�
William B. Horne II
City Manager
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Attest:
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Rosemarie Call
City Clerk
CAREATC
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Voods
Operating Officer
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EXHIBIT A
The cost of the following items will be pro-rated to each entity in accordance with the tertns of the
Memorandum of Agreement:
Medical staff costs
General medical supplies
Mail and shipping
Medical waste removal services
Internet, telephone, and cable services
Custodial services
Facility and equipment maintenance
Utilities — Water, sewer, electric, and trash removal
Building rent and associated building costs
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EXHIBIT B
The cost of the following items for their respective participant populations will be borne by each entity
in accordance with the individual contractual agreement between the entity and CareATC:
Administration fees
Personal Health Assessments
Lab Fees
Radiology Fees
Flu Vaccinations
Pharmaceutical Drugs and other medications dispensed by CareATC
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EXHIBIT C
The cost of the following items will be pro-rated to each entity as follows in accordance with the terms
of the Memorandum of Agreement:
Item
Buildout cost for materials and labor
Furnishings
Computer hardwear/softwear/installation
Telephone equipment/installation
Total:
Full Cost Clearwater Cost Dunedin Cost
$6509 $5,403 $1,106
$3942 $3,272 $670
$5045 $4,187 $858
$1110 $921 $189
$16,606 $13,783 $2,823
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