EMPLOYMENT HEALTH SERVICES AGREEMENT (2)BayCare Urgent Care, LLC
EMPLOYMENT HEALTH SERVICES AGREEMENT
THIS AGREEMENT, effective the 1st day of January 2021, by and between BayCare Urgent Care, LLC (referred
to as "BayCare" or "Provider") and City of Clearwater (referred to as "City" or "Client").
WHEREAS, the City selected Provider based on Request for Proposals #51-20, attached hereto as Exhibit A, and
responses to RFP #51-20, attached hereto as Exhibit B.
NOW, THEREFORE, in consideration of the mutual promises contained herein
consideration, the Parties agree that the above terms, recitals, and representations
incorporated herein by reference, and the Parties further agree as follows:
1. Scope of Services. Provider shall perform the services set forth in Exhibit A,
Employment Related Healthcare Services.
and other good and valuable
are true and accurate and are
Request for Proposals #51-20,
2. Term. This Agreement shall be for a term one (1) year commencing the on the 1st day of January 2021 and shall
renew for two (2) additional one (1) year terms in accordance with Exhibit A, RFP #51-20, Milestones.
3. Changes. Any changes to this Agreement shall be made by mutual written consent of both Parties.
4. Compensation. Total compensation for all services shall not exceed $70,000 annually unless specifically
authorized by the City Council. Client shall pay the Provider in accordance with the fees set forth in Exhibit
B, Tab 3. Client shall pay each respective invoice in accordance with the Florida Prompt Payment Act.
5. Termination. This Agreement may be terminated in accordance with Exhibit A, RFP #51-20, Terms and
Conditions.
6. Insurance and Indemnification. Provider shall maintain, at its sole cost and expense, professional liability
insurance with an insurer satisfactory to Client, per the requirements set forth in Exhibit A, RFP #51-20, Insurance
Requirements. The Provider shall indemnify, defend and hold Client harmless from and against any and all losses,
claims, damages, liabilities and expenses (including, without limitation, reasonable attorney's fees) based upon,
arising out of attributable to any acts or omissions arising from the Provider's performance hereunder.
7. Licensure/Compliance. Provider warrants and represents that it is licensed to perform the services provided under
this Agreement and shall maintain all such licenses for the duration of the Agreement. In addition, each Provider
represents that the services provided hereunder are in compliance with any and all applicable federal and state
statutes, laws and/orregulations.
8. Assignment. This Agreement shall not be assigned by Provider without the prior written consent of Client.
9. Governing Law. This Agreement shall be governed by and construed in accordance with laws of Florida.
10. Independent Contractors. For all purposes hereunder, the relationship between Client and Provider is solely that
of independent contractors and this Agreement does not create a partnership, joint venture or other association
between any of the Providers and Client. The employees and agents of Provider shall be considered to be under
exclusive management and control ofProvider.
11. Notices. Any and all notices sent pursuant to this Agreement shall be given in writing via certified mail or overnight
courier and shall be delivered to the following addresses:
To Provider: BayCare Urgent Care, LLC
711 S. Belcher Road
Clearwater, FL 33764
Attn: Nathan Keith Waldrep
Director, Physician Services
To Client:
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City of Clearwater
Municipal Services Building
PO Box 4748
Clearwater FL 33758
Attn: Jill Paul
12. HIPAA Requirements. The parties agree to comply with the Health Insurance Portability and Accountability
Act of 1996, as codified at 42 U.S.C. §1320d ("HIPAA") and any current and future regulations promulgated
thereunder including without limitation the federal privacy regulations contained in 45 C.F.R. Parts 160 and 164
(the "Federal Privacy Regulations"), the federal security standards contained in 45 C.F.R. Part 142 (the "Federal
Security Regulations"), and the federal standards for electronic transactions contained in 45 C.F.R. Parts 160 and
162, all collectively referred to herein as "HIPAA Requirements." The parties agree not to use or further disclose
any Protected Health Information (as defined in 45 C.F.R. §164.501) or Individually Identifiable Health
Information (as defined in 42 U.S.C. §1320d), other than as permitted by HIPAA Requirements and the terms
of this Agreement. To the extent applicable under HIPAA, each party shall make its internal practices, books,
and records relating to the use and disclosure of Protected Health Information available to the Secretary of
Health and Human Services to the extent required for determining compliance with the Federal Privacy
Regulations. Each party agrees also to comply with any state law and regulations that govern or pertain to the
confidentiality, privacy, security of, and electronic transactions and code sets related to, information related
to patients.
13. Warranty of Non -Exclusion. Each party represents and warrants to the other that the party, its officers, directors
and employees (i) are not currently excluded, debarred, or otherwise ineligible to participate in the federal health
care programs as defined in 42 U.S.C. § 1320a-7b(f) (the "federal healthcare programs"), (ii) have not been
convicted of a criminal offense related to the provision of healthcare items or services, and (iii) are not, to the best of
its knowledge, under investigation or otherwise aware of any circumstances which may result in the party or any such
individual being excluded from participation in the federal healthcare programs. This shall be an ongoing
representation and warranty during the term of this Agreement and each party shall immediately notify the other
of any change in the status of the representations and warranty set forth in this section. Notwithstanding any provision
of this Agreement to the contrary, any breach of this section shall give the other party the right to terminate this Agreement
immediately.
14. RFP Terms and Conditions. All standard terms and conditions set forth in RFP #51-20, Terms and
Conditions, are incorporated by reference and included as part of Exhibit A.
15. Order of Precedence. Any inconsistency in documents relating to this Agreement shall be resolved by giving
precedence in the following order: (i) this Agreement, including any amendments; (ii) Provider's response to RFP
#51-20; and (iii) Request for Proposals #51-20, Employment Related Health Care Services.
IN WITNESS WHEREOF, the Parties have set their hands the date and year first written above.
GULA-,
Nathan K th Waldrep, M.D.
Director, Physician Services
12/15/2020
BayCare Urgent Care, LLC
8452 118th Ave N
Largo FL 33773
Countersigned: CITY OF CLEARWATER
Frank Hibbard
Mayor
Approved as to form:
William B. Horne II
City Manager
Attest:
Ati4.4„.1.7"
Owen Kohler Tp(: Rosemarie Call
Assistant City Attorney
City Clerk
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