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HomeMy WebLinkAboutCity of Tamarac Resolution R-2012-095TR 12235 August 9, 2012 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. 2012- A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA; AWARDING THE REQUEST FOR PROPOSAL #12-16R TO NABIL EL SANADI, M.D., FOR MEDICAL DIRECTION AND SUPERVISION OF THE TAMARAC FIRE RESCUE MEDICAL SERVICES, FOR A MINIMUM OF THREE YEARS AT A COST OF THIRTY-SIX THOUSAND DOLLARS ($36,000) FOR FY13, THIRTY-SIX THOUSAND DOLLARS ($36,000) FOR FY14, AND THIRTY-SIX THOUSAND DOLLARS ($36,000) FOR FY15, FOR A TOTAL OF ONE HUNDRED EIGHT THOUSAND DOLLARS FOR THE THREE YEAR CONTRACT, WITH THE RIGHT TO RENEW FOR TWO (2), TWO (2) YEAR TERMS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City provides Advanced Life Support (ALS) emergency medical services including transportation; and WHEREAS, Florida Administrative Code 64J-1 requires agencies providing ALS services to have a Medical Director; and WHEREAS, the City formally advertised, and issued Request for Proposal #12- 16R on April 15, 2012, with a due date of April 30, 2012 (attached hereto as Exhibit "A"); and WHEREAS, the City received and examined responses from Hannah Sophia Batihk, M.D., Nabil El Sanadi, M.D., Mazyar Rouhani, M.D. with Peter Antevy, M.D. of C.O. D. E. 9111 LLC and Juan Villegas, M.D.; and TR12235 August 9, 2012 Page 2 WHEREAS, the Evaluation Committee, comprised of the EMS Division Chief, a Fire Rescue Lieutenant, a Fire Rescue Battalion Chief, a Fire Captain, and the Risk & Safety Manager deemed the proposal submitted by Nabil El Sanadi, M.D. as the firm best able to meet the needs of the City, and as such, the most advantageous response to the Request for proposal; and WHEREAS, the City has negotiated a contract with Nabil El Sanadi, M.D. for his services at a sum of thirty-six thousand dollars ($36,000) for fiscal year 2013, thirty-six thousand dollars ($36,000) for fiscal year 2014, and thirty-six thousand dollars ($36,000) for fiscal year 2015, for a total of one hundred eight thousand dollars ($108,000) for the term of the three year agreement; and WHEREAS, Tamarac has the option of renewing the contract agreement for up to two (2) additional two (2) year terms; and WHEREAS, Nabil El Sanadi, M.D. provides two (2) unsolicited eight hundred dollar ($800) grants, for a total of sixteen hundred ($1600) annually, for the "pursuit of knowledge, innovation, research and clinical excellence"; and WHEREAS, available funds exist in the Fire Rescue Fund for said purpose; and WHEREAS, it is the recommendation of the Evaluation Committee, the Fire Chief and the Purchasing & Contracts Manager that this request for proposal be awarded to Nabil El Sanadi, M.D.; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the City of Tamarac to award the request for proposal to Nabil El Sanadi, M.D. for the medical direction and supervision of the Tamarac Fire Rescue TR12235 August 9, 2012 Page 3 emergency medical services at a cost of thirty-six thousand dollars ($36,000) for fiscal year 2013, thirty-six thousand dollars ($36,000) for fiscal year 2014, and thirty-six thousand dollars ($36,000) for fiscal year 2015, for a total of one hundred eight thousand dollars ($108,000) for the term of the three year agreement. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing WHEREAS clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. All Exhibits attached hereto are expressly incorporated herein and made a part hereof. SECTION 2: Nabil El Sanadi, M.D. is awarded the request for proposal for the medical direction and supervision of the Tamarac Fire Rescue emergency medical services at a cost of thirty-six thousand dollars ($36,000) for fiscal year 2013, thirty-six thousand dollars ($36,000) for fiscal year 2014, and thirty-six thousand dollars ($36,000) for fiscal year 2015, for a total of one hundred twenty eight dollars ($108,000) for the term of the three year agreement, with the right to renew for two (2), two (2) year terms. SECTION 3: The City Manager or his designee is hereby authorized to execute the Agreement between and the City of Tamarac and Nabil El Sanadi, M.D. for medical direction services (attached hereto as Exhibit "B"). SECTION 4: That all Resolutions or parts of Resolutions in conflict herewith are hereby repealed to the extent of such conflict. TR 12235 August 9, 2012 Page 4 SECTION 5: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 6: This Resolution shall become effective immediately upon its passage and adoption. T D AND APPROVED this f PASSED, ADOP E A O s day o 212. 0 ATTEST: efif,d' 0f' W,0,, r PETER CITY CLERK "�V HARDSON, CRM, CMC I HEREBY CERTIFY that I have approved this RESOLUTION as to form. CITY ATTORNEY BETH TALABISCO MAYOR RECORD OF COMMISSION VOTE: MAYOR TALABISCO: j/ DIST 1: COMM. BUSHNELLr*-� DIST 2: COMM GOMEZ. rX , DIST 3: V/M. GLASSER`� DIST 4: COMM. DRESSLEf- TR# 12235 EMS Medical Director Contract Exhibit A • PURCHASING AND CONTRACTS DIVISION Date: April 16, 2012 0 r� u REQUEST FOR PROPOSALS RFP 12-16R ALL QUALIFIED PROPOSERS: RFP NO. 12-16R Sealed Proposals, addressed to the Senior Procurement Specialist of the City of Tamarac, Broward County, Florida, will be received in the Purchasing Office, 7525 NW 88th Avenue, Room 108, Tamarac, Florida 33321 until 3:00 PM local time, Monday, April 30, 2012 for: MEDICAL DIRECTOR FOR FIRE RESCUE The City is soliciting proposals on behalf of Tamarac Fire Rescue Department to obtain the services of a qualified physician for Medical Director. Sealed Proposals must be received and time stamped in the Purchasing Office, either by mail or hand delivery, on or before the date and time referenced above. Any Proposals received after 3:00 p.m. on said date shall not be accepted under any circumstances. Any uncertainty regarding the time a Proposal is received will be resolved against the Proposer. Official time will be measured by the time stamp in the Purchasing Office. City reserves the right to reject any or all Proposals, to waive any informalities or irregularities in any Proposals received, to re -advertise for Proposals, to award in whole or in part to one or more Proposers, or take any other such actions that may be deemed to be in the best interests of the City. Proposal documents may be obtained by direct download via the internet at: www.tamarac orc / Current Solicitations or picked up from the Purchasing Office, 7525 NW 88 th Ave, Room 108, Tamarac, FL 33321. For all inquiries, contact the Purchasing Office via e-mail at `ice c tamar c.org or (954) 597-3570. 4` ........... f James Nicotra, CPPB Senior Procurement Specialist Publish Sun -Sentinel: April 15, 2012 7525 N.W. 88th Avenue I Tamarac, Florida 33321-2401 I R 954.597.35701 F: 954.597.3565 EQUAL OPPORTUNITY EMPLOYER TR# 12235 EMS Medical Director Contract Exhibit A PurchaR5in and .6._,entF`SA`rts Division '. REQUEST FOR PROPOSALS RFP NO. 12-16R MEDICAL DIRECTOR FOR FIRE RESCUE Definition: A Request for Proposal (RFP) is a method of procurement permitting discussions with responsible proposers and revisions to proposals prior to award of a contract. Proposals will be opened in private. Award will be based on the criteria set forth herein. I. INTRODUCTION The City is soliciting proposals on behalf of the Tamarac Fire Rescue to obtain the services of a licensed physician pursuant to Chapter 458, Florida Statutes to serve as the Medical Director pursuant to Chapter 401, Florida Statutes, and Rule Chapter 64E-2, Florida, Administrative Code, to have authority over all clinical and patient care aspects of the Emergency Medical Services system for the City of Tamarac. 11. INFORMATION For information pertaining to this Request for Proposals (RFP), contact Purchasing (954) 597-3570, Division Chief Thomas Sheridan or Assistant Chief Percy Sayles (954) 597- 3800. Such contact shall be for clarification purposes only. Material changes, if any, to the scope of services or proposal procedures will be transmitted only by written addendum. It is preferred that all questions be submitted in writing and submitted via e-mail to jimngtamarac.orq III. SCHEDULE OF EVENTS The schedule of events related to this Request for Proposals shall be as follows: RFP Document issued Deadline for Receipt of Proposals Evaluation of Proposals Notification of Short-listed Proposers (if applicable) Presentations by Short-listed Proposers (if applicable) Final Ranking of Firms Anticipated Award by the Appropriate City Authority April 16, 2012 April 30, 2012 May 1-3, 2012 May 08, 2012 May 15, 2012 May 17, 2012 June 27, 2012 All dates are tentative. City reserves the right to change scheduled dates. 2 0 0 TR# 12235 EMS Medical Director Contract Exhibit A Putct)a,s,inq ond' Contracts Division IV. INSTRUCTIONS TO OFFERORS STANDARD TERMS AND CONDITIONS RFP 12-16R Our Vision and Mission Our Vision: The City of Tamarac, our community of choice -- leading the nation in quality of life through safe neighborhoods, a vibrant economy, exceptional customer service and recognized excellence. Our Mission: We Are "Committed to Excellence... Always" It is our job to foster and create an environment that Responds to the Customer Creates and Innovates Works as a Team Achieves Results, and Makes a Difference In the fulfillment of our vision and mission, as stewards of the public trust, we value vision, integrity, efficiency and quality service. Our vendors are truly partners in meeting these commitments to the community, and in support of that vision and mission, we are committed to ensuring that qualified, competitive vendors who share our commitment to quality, efficiency, teamwork and customer service are employed to provide goods and services to the City. Our vendors are expected to deliver high quality products and efficient service that is provided on time and as ordered; in a manner that improves the overall value of the services that the City provides to its residents. In addition, we expect our vendors to work with the City as a team, and exhibit the highest level of integrity when dealing with any office or department of the City. Diligence in the execution of the requirements of this proposal will ultimately contribute to the overall quality of services provided to the entire community. The City is searching for a firm who will exemplify these ideals in the execution of their work, and the successful firm will be measured against the performance standards outlined in this bid invitation. 1. GENERAL TERMS AND CONDITIONS These General Terms and Conditions apply to all offers made to the City of Tamarac by all prospective Proposers, including but not limited to, Requests for Quotes, Requests for Proposal and Requests for Bid. As such the words "bid", "proposal" and "offer' are used interchangeably in reference to all offers submitted by prospective • Proposers. The City of Tamarac reserves the right to reject any or all proposals, to waive any informalities or irregularities in any proposals received, to re -advertise for KA TR# 12235 EMS Medical Director Contract Exhibit A ................. ................ ­­­­­ ­­ 0 proposals, to enter into contract negotiations with the selected Proposer or take any other actions that may be deemed to be in the best interest of the City of Tamarac. Any and all special conditions in this RFP or any sample agreement document that may be in variance or conflict with these General Terms and Conditions shall have precedence over these General Terms and Conditions. If no changes or deletions to General Conditions are made in the Special Conditions, then the General Terms and Conditions shall prevail in their entirety. 2. DEFINED TERMS Terms used in these Instructions to Offerors are defined as follows: 2.1 "Offeror" - one who submits a Proposal in response to a solicitation, as distinct from a Sub -Offeror, who submits a Proposal to the Offeror. 2.2 "Proposer" — one who submits a Proposal in response to a solicitation. The terms "Offeror" and "Proposer' are used interchangeably and have the same meaning. 2.3 "Successful Offeror" - the qualified, responsible, responsive Offeror to whom City(on the basis of City's evaluation as hereinafter provided) makes an award. 2.4 "City" - the City of Tamarac, a municipal corporation of the State of Florida. 2.5 "Proposal Documents" - the Request for Proposals, Instructions to Offerors, Offeror's Qualifications Statement, Non -Collusive Affidavit, Certified Resolution, Vendor Drug -Free Workplace, Offeror's Proposal, Proposal Security and Specifications, if any, and the proposed Contract Documents (including all Addenda issued prior to opening of Proposals). 2.6 "Contractor" -the individual(s) or firm(s) to whom the award is made and who executes the Contract Documents. 3. SPECIAL CONDITIONS Where there appears to be variances or conflicts between the General Terms and Conditions and the Special Conditions and/or Scope of Work outlined in this proposal, the Special Conditions and/or the Scope of Work shall prevail. 4. EXAMINATION OF CONTRACT DOCUMENTS AND SITE 4.1. Before submitting a Proposal, each Offeror must visit the site (if applicable to the project) to become familiar with the facilities and equipment that may in any manner affect cost or performance of the work; must consider federal, state and local laws, ordinances, rules and regulations that may in any manner affect cost or performance of work, must carefully compare Offeror's observations made during site visits or in review of applicable laws with the Proposal Documents; and must promptly notify the Purchasing Division of all conflicts, errors and discrepancies, if any, in the Proposal Documents. 4.2. Proposer, by and through the submission of a Proposal, agrees that Proposer and its potential sub -contractors, as may be applicable, shall be held responsible for having examined the site and appurtenant facilities (if applicable); is familiar with the nature and extent of the work and any local n TR# 12235 EMS Medical Director Contract Exhibit A 0 9 r� u x 'A ` RTPhab Pu.rcrhasi`nCq RBrcts Division conditions that may affect the work, and is familiar with the other relevant condition required to successfully perform the work. 5. OMISSION OF DETAILS / VARIANCES AND EXCEPTIONS 5.1 The apparent silence of the requirements as to any detail, or the apparent omission of a detailed description concerning any point, shall be regarded as meaning that only the best commercial practice is to prevail, and that only material and workmanship of the finest quality is to be used. All interpretations of the specifications shall be made on the basis of this statement. Omission of any essential details from these specifications will not relieve the Proposer of supplying such services or product(s) as specified. 5.2 For the purpose of evaluation, Proposer must indicate any variance or exceptions to the stated requirements, no matter how slight. Deviations should be explained in detail. Absence of variations/corrections will be interpreted to mean that the Proposer meets all the requirements in every respect. 6. INTERPRETATIONS AND ADDENDA If the Proposer is in doubt as to the meaning of any of the Proposal Documents, believes that the General Conditions, Special Conditions and/or Technical Specifications contain errors, contradictions or obvious omissions, or has any questions concerning the information contained in the RFP documents, the Proposer shall submit a written request to the Purchasing Office for interpretation or clarification. Such request must reference RFP name and number, and should be received by the Purchasing Office at least five (5) calendar days prior to the Proposal opening date. Questions received less than five (5) calendar days prior to the Proposal opening may not be answered. Interpretations or clarifications in response to such questions will be issued in the form of a written addendum transmitted via e-mail to all parties recorded by the Purchasing Office as having received the Proposal Documents. The issuance of a written addendum shall be the only official method whereby such an interpretation or clarification will be made. It is the full responsibility of the potential Proposers to provide City with the most appropriate e-mail address under which to receive timely Addendums and other communication as appropriate. 7. COSTS AND COMPENSATION 7.1. Costs and compensation shall be in U.S. Dollars, and shall be shown in both unit prices and extensions whenever applicable. In the event of discrepancies existing between unit prices and extensions or totals, the unit prices shall govern. 7.2. All costs and compensation shall remain firm and fixed for acceptance for 70 calendar days after the day of the Proposal opening. 7.3. Any price proposal shall include all franchise fees, royalties, license fees, etc., as well as all costs for transportation or delivery as applicable within the scope of the solicitation. 5 TR# 12235 EMS Medical Director Contract Exhibit A City of Torwroc. 8. NON -COLLUSIVE AFFIDAVIT PuIrchasiog and Controcts *A Each Offeror shall complete the Non -Collusive Affidavit form and shall submit the form with their Proposal. City considers the failure of the Offeror to submit this document may be cause for rejection of the Proposal. 9. PUBLIC ENTITY CRIMES In accordance with Florida Statutes §287.133 (2)(a): A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or Contractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Florida Statutes §287.017 for Category Two, for a period of 36 months from the date of being placed on the convicted vendor list. 10. CONFLICT OF INTEREST The award of any contract hereunder is subject to the provisions of Chapter 112, Florida Statutes. Proposers must disclose with their Proposal the name of any officer, director, partner, proprietor, associate or agent who is also an officer or employee of City or any of its agencies. Further, all Proposers must disclose the name of any officer or employee of City who owns, directly or indirectly, an interest of five percent (5%) or more in the Proposer's firm or any of its branches or affiliate companies. 11. PERFORMANCE BONDS AND INSURANCE Upon award of a contract, Successful Proposer, as required within the scope of the solicitation, may be required to submit performance and/or payment bonds. Proposer shall provide certificates of insurance in the manner, form and amount(s) specified. 12. SUMMARY OF DOCUMENTS TO BE SUBMITTED WITH PROPOSALS The following is a summary of documents required to be submitted for this proposal. Failure to include a technical proposal/work plan, quantitative experience, qualifications, Price Proposal Form or other document that, by its omission, may prejudice the rights of other respondents, may result in immediate rejection of your proposal. Other forms or documents which, by their nature do not impact price or Offeror's cost of doing business should accompany Proposal; but must be provided within (3) business days of City's request to be considered responsive. 12.1 A complete Work Plan/Technical Proposal detailing Proposer's approach to providing requested services and understanding of the Scope of Work. 12.2 Price Proposal (See "Proposal Form" herein) 12.3 Certification Form 12.4 Certified Resolution Form (or firm's own Corporate Resolution) 12.5 Offeror's Qualification Statement Form, Experience & References 0 0 0 0 TR# 12235 EMS Medical Director Contract Exhibit A 10 u I* FlarMas!'r):g and Contracts 0,ivisian 12.6 Vendor Drug Free Workplace Form 12.7 Non -Collusive Affidavit Form 12.8 Proof of Applicable and current Insurance "Note: The City reserves the right to request the most recently completed audited financial statement, or other approved documentation to verify financial viability." 13. SUBMISSION OF PROPOSALS 13.1 Proposals must be typed or printed in ink. Use of erasable ink is not permitted. All corrections to prices made by the Proposer should be initialed. 13.2 Proposals must contain a manual signature of a corporate officer or designee with the proven authority to bind the firm in matters of this nature. The address and telephone number for any communications regarding the Proposal must be included. 13.3 Proposals shall contain an acknowledgment of receipt of all addenda. 13.4 Proposals by corporations must be executed in the corporation's legal name by the President or other corporate officer, accompanied by evidence of authority to sign. Evidence of authority shall be provided on the enclosed Certified Resolution form, or by the company's own Corporate Resolution. 13.5 Proposals by partnerships must be executed in the partnership name and signed by a partner, whose title must appear under the signature. 13.6 Proposals shall be submitted to the Purchasing Once on or before the time indicated in the Request for Proposals. Proposals shall be submitted in a sealed envelope (faxed proposals will not be accepted under any circumstances). The envelope should be clearly marked on the exterior with the applicable solicitation name and number. The envelope should state the name and address of the Offeror and should include all documents as specified in the Request for Proposals. Purchasing and Contracts Division staff is not responsible for the premature opening of a Proposal that is not properly addressed and identified. 13.7 In accordance with Florida Statutes, Chapter §119.07(1)(a) and except as may be provided by other applicable state and federal law, the Request for Proposals and the responses thereto are in the public domain. However, Proposers are requested to specifically identify in the submitted Proposal any financial information considered confidential and/or proprietary which may be considered exempt under Florida Statute §119.07(t). 13.8 All Proposals received from Offerors in response to the Request for Proposals will become the property of City and will not be returned. In the event of Contract award, all documentation produced as part of the Contract shall become the exclusive property of City. 13.9 The Proposer preparing a submittal in response to this RFP shall bear all expenses associated with its preparation. The Proposer shall prepare a 7 TR# 12235 EMS Medical Director Contract Exhibit A . ,: submittal with the understanding that no claim for reimbursement shall be submitted to the City for the expense of proposal preparation and/or presentation. 14. MODIFICATION AND WITHDRAWAL OF PROPOSALS 14.1 Proposals may be modified or withdrawn by a duly executed document signed by a corporate officer or other employee with designated signature authority. Evidence of such authority must accompany the request for withdrawal or modification. The request must be delivered to the Purchasing Office at any time prior to the deadline for submitting Proposals. Withdrawal of a Proposal will not prejudice the rights of an Offeror to submit a new Proposal prior to the Proposal opening date and time. No Proposal may be withdrawn or modified after the date of proposal opening has passed. 14.2 If, within twenty-four (24) hours after Proposals are opened, any Offeror files a duly signed, written notice with the Purchasing Office, and within five (5) calendar days thereafter demonstrates to the reasonable satisfaction of City, by clear and convincing evidence, that there was a material and substantial mistake in the preparation of its Proposal, or that the mistake is clearly evident on the face of the Proposal, but the intended correct Proposal is not similarly evident, Offeror may withdraw its Proposal and any bid security will be returned. Thereafter, the Offeror will be disqualified from further bidding on the subject Contract. 15. REJECTION OF PROPOSALS 15.1 To the extent permitted by applicable state and federal laws and regulations, City reserves the right to reject any and all Proposals, to waive any and all informalities not involving price, time or changes in the work with the Successful Offeror, and to disregard all nonconforming, non -responsive, unbalanced or conditional Proposals. Proposals will be considered irregular and may be rejected if they show serious omissions, alterations in form, additions not called for, conditions or unauthorized alterations, or irregularities of any kind. 15.2 City reserves the right to reject the Proposal of any Offeror if City believes that it would not be in its best interest of to make an award to that Offeror, whether because the Proposal is not responsive, the Offeror is unqualified, of doubtful financial ability, or fails to meet any other pertinent criteria established by City within the scope of the solicitation. 16. QUALIFICATIONS OF PROPOSERS 16.1 Each Proposer shall complete the Offeror's Qualifications Statement and submit the form with the Proposal. Failure to submit the Offeror's Qualifications Statement and the documents required thereunder may constitute grounds for rejection of the Proposal. 16.2 As a part of the evaluation process, the City may conduct a background investigation including a criminal record check of Proposer's officers and/or employees, by the Broward County Sheriff's Office. Proposer's submission of a proposal constitutes acknowledgement of and consent to such 0 0 0 0 TR# 12235 EMS Medical Director Contract Exhibit A u u investigation. City shall be the sole judge in determining Proposer's qualifications. 16.3 No proposal shall be accepted from, nor will any contract be awarded to, any person who is in arrears to City for any debt or contract, who is a defaulter, as surety or otherwise, of any obligation to City, or who is deemed irresponsible for unreliable by City. City will be the sole judge of said determination. 16.4 City reserves the right to make a pre -award inspection of the Offeror's facilities and equipment prior to award of Contract. 16.5 Employees of the Proposer shall at all times be under its sole direction and not an employee or agent of the City. The Proposer shall supply competent and physically capable employees. The City may require the Proposer to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable. Proposer shall be responsible to the City for the acts and omissions of all employees working under its directions. 17. INSURANCE 17.1 Proposer agrees to, in the performance of work and services under this Agreement, comply with all federal, state, and local laws and regulations now in effect, or hereinafter enacted during the term of this agreement that are applicable to Offeror, its employees, agents, or subcontractors, if any, with respect to the work and services described herein. 17.2 Proposer shall obtain at Contractor's expense all necessary insurance in such form and amount as required by this proposal or by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, Automobile Liability and all other insurance as required by the City, including Medical Malpractice (Errors and Omission Liability). The Contractor will ensure that all sub -Contractors comply with the above guidelines and will retain all necessary insurance in force throughout the terms of this agreement. 17.3 Offeror shall indemnify and save the City harmless from any damage resulting to it for failure of either Offeror or any Sub -Offeror to obtain or maintain such insurance. 17.4 Medical Malpractice Liability $1)0001000 / $21000X0 Neither Proposer nor any subcontractor shall commence work under this contract until they have obtained all insurance required under this section and have supplied owner with evidence of such coverage in the form of a Certificate of Insurance. All insurance companies shall be rated at least A VII per Best's Key Rating Guide and be licensed to do business in Florida. 0 TR# 12235 EMS Medical Director Contract Exhibit A City cpf Tamarac Pw-chasirna arw' Contracts Division Medical/Malpractice policies can be on Claims Made forms. All of the policies of insurance so required to be purchased and maintained shall contain a provision or endorsement that the coverage afforded shall not be canceled. Materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to the City by certified mail. It is understood between the parties hereto that CONTRACTOR shall maintain malpractice insurance to adequately cover CONTRACTOR and its physician(s) or its associate(s) for the services to be performed under this Agreement and shall provide a certificate of insurance to CITY prior to the effective date of this Agreement. 17.5 The City reserves the right to require higher limits depending upon the scope of work under this Agreement. 17.6 Neither Offeror nor any Sub -Offeror shall commence work under this contract until they have obtained all insurance required under this section and have supplied the City with evidence of such coverage in the form of an insurance certificate and endorsement. The Offeror will ensure that all Sub -Offerors will comply with the above guidelines and will maintain the necessary coverage's throughout the term of this Agreement. 17.7 All insurance carriers shall be rated at least A-VII per Best's Key Rating Guide and shall be licensed to do business in Florida. Policies shall be" Occurrence" form. Each carrier will give the City sixty (60) days' notice prior to cancellation. 17.8 The Proposer shall be responsible for the payment of all deductibles and self -insured retentions. The City may require that the Offeror purchase a bond to cover the full amount of the deductible or self -insured retention. 17.9 If the Offeror is to provide professional services under this Agreement, the Offeror must provide the City with evidence of Medical Malpractice liability insurance with, at a minimum, a limit of $1,000,000 per occurrence and $2,000,000 in the aggregate. "Claims -Made" forms are acceptable only for Medical/Malpractice Professional Liability. 17.10 Proposer agrees to perform the work under the Contract as an independent contractor, and not as a subcontractor, agent or employee of the City. 17.11 The City will provide the medical malpractice liability insurance to adequately cover the CONTRACTOR for his duties as a Medical Director designated as pursuant to Section 401.265 Florida Statutes; when said Director is acting within the scope and furtherance of the duties of the medical director as outlined in section 401.265, Florida Statutes. The City will provide the medical malpractice insurance at the City's sole discretion as long as it is within the best interest of the City. r� u 0 u 10 TR# 12235 EMS Medical Director Contract Exhibit A I I u Uty Qf Tomaroc 18. INDEMNIFICATION P r6 ha ?ng and ContractsDivisiown 18.1 GENERAL INDEMNIFICATION: Successful Offeror shall, in addition to any other obligation to indemnify the City and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the City, their agents, elected officials and employees from and against all claims, actions, liabilities, losses (including economic losses), costs arising out of any actual or alleged: a). Bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, or any other damage or loss arising out of or resulting, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Successful Offeror, or any sub -Contractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the Work; or b). violation of law, statute, ordinance, governmental administration order, rule, regulation, or infringement of patent rights by Successful Proposer in the performance of the Work; or c). liens, claims or actions made by the Successful Offeror or any sub -contractor under workers compensation acts; disability benefit acts, other employee benefit acts or any statutory bar. Any cost of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be the responsibility of the Successful Offeror. 18.2 Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 18.3 The Successful Proposer shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. 18.4 City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Successful Offeror under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 18.5 The Successful Offeror shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. 19. DELIVERIES Any item requiring delivery by the Proposer or by sub -contractors shall be delivered F.O.B. destination to a specific City address. All delivery costs and charges must be included in the RFP price. If delivery of an item is required, the City reserves the right to cancel the delivery order(s) or any part thereof, without obligation if delivery is not made at the time specified in the proposal. 11 TR# 12235 EMS Medical Director Contract Exhibit A 20. WARRANTIES 20.1 Successful Proposer warrants to City that the consummation of the work provided for in the Contract documents will not result in the breach of any term or provision of, or constitute a default under any indenture, mortgage, contract, or agreement to which Successful Offeror is a party. 20.2 Successful Offeror warrants to City that it is not insolvent, it is not in bankruptcy proceedings or receivership, nor is it engaged in or threatened with any litigation, arbitration or other legal or administrative proceedings or investigations of any kind which would have an adverse effect on its ability to perform its obligations under the Contract. 20.3 Successful Offeror warrants to City that it will comply with all applicable federal, state and local laws, regulations and orders in carrying out its obligations under the Contract. 20.4 All warranties made by Successful Offeror together with service warranties and guarantees shall run to City and the successors and assigns of City. 21. CONDITIONS OF MATERIAL All materials and products supplied by Proposer in conjunction with this proposal shall be new, fit for a particular purpose, free from defects and consistent with industry standards. The products shall be delivered to the City in excellent condition. In the event that any of the products supplied to the City are found to be defective or do not conform to the specifications, the City reserves the right to return the product to the Bidder at no cost to the City. 22. COPYRIGHTS OR PATENT RIGHTS The Offeror warrants that there has been no violation of copyrights or patent rights in manufacturing, producing or selling the goods shipped or ordered as a result of this bid. The seller agrees to hold the City harmless from all liability, loss or expense occasioned by any such violation. 23. SAFETY STANDARDS The Proposer warrants that any product(s) supplied to the City shall conform with all respects to the standards set forth in the Occupational Safety and Health Act and its amendments to any industry standards, if applicable. 24. INSPECTION The City shall have the right to inspect any materials, components, equipment, supplies, services or completed work specified herein. Any of said items not complying with these specifications are subject to rejection at the option of the City. Any items rejected shall be removed from the premises of the City and/or replaced at the entire expense of the successful vendor. 12 0 r� u 0 TR# 12235 EMS Medical Director Contract Exhibit A fi R. N" ®,.` A+c. m i Y. s � G P- F�e. jay .. 0� Con, C �.. $ P '�` 5 d J�i ,.,...... _ .....,... r x tl 4 r p 4e/J �..c' Sn, W, �.,$ £ �C, s �.-� a. 5... �i«, �` iS.k P. Qo F 41 25. NON-DISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYMENT During performance of the Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability if qualified. Contractor will take affirmative action to ensure that employees are treated during employment, without regard to their race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability if qualified. Such actions must include, but not be limited to, the following: employment, promotion; demotion or transfer recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor shall agree to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. Contractor further agrees that he/she will ensure that Subcontractors, if any, will be made aware of and will comply with this nondiscrimination clause. 26 TAXES Successful Proposer shall pay all applicable sales, consumer use and other similar taxes required by law. 27. PERMITS, FEES AND NOTICES 0 Successful Offeror shall secure and pay for all permits and fees, licenses and charges necessary for the proper execution and completion of the work, if applicable. The costs of all permits, fees, licenses and charges shall be included in the Price Proposal except where expressly noted in the specifications. 28. PERFORMANCE Failure on the part of the Offeror to comply with the conditions, terms, specifications and requirements of the bid shall be just cause for cancellation of the proposal award. The City may, by written notice to the Proposal, terminate the contract for failure to perform. The date of termination shall be stated in the notice. The City shall be the sole judge of nonperformance. 29. TERMINATION FOR CAUSE AND DEFAULT 29.1 Default by Successful Offeror: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City should the Contractor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Contractor of written notice of such neglect or failure. 29.2 Failure on the part of the Offeror to comply with the conditions, terms, specifications and requirements of the RFP shall be just cause for the cancellation of the RFP award. The City may, by written notice to the Offeror, terminate the contract for failure to perform. The date of termination shall be stated in the notice. The City shall be the sole judge of non-performance. 13 TR# 12235 EMS Medical Director Contract Exhibit A City of Tannorov 30. TERMINATION FOR CONVENIENCE OF CITY Upon seven (7) calendar days written notice delivered by certified mail, return receipt requested, to Successful Offeror, City may without cause and without prejudice to any other right or remedy, terminate the agreement for City's convenience whenever City determines that such termination is in the best interests of City. Where the agreement is terminated for the convenience of City, the notice of termination to Successful Offeror must state that the Contract is being terminated for the convenience of City under the termination clause and the extent of termination. Upon receipt of the notice of termination for convenience, Successful Offeror shall promptly discontinue all work and, to the extent indicated on the notice of termination, shall terminate all outstanding subcontracts and purchase orders as they relate to the terminated portion of the Contract, shall refrain from placing further orders and/or contracting with subcontractors, and shall complete any continued portions of the work. 31. FUNDING OUT This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 32. AUDIT RIGHTS • City reserves the right to audit the records of Successful Offeror, relating to this contract, at any time during the term of the Contract, and for a period of three (3) years after completion of contract. If required by City, Successful Offeror shall agree to submit to an audit by an independent Certified Public Accountant selected by City. Successful Offeror shall allow City to examine and review the records of Successful Offeror at any and all times during normal business hours during the term of the Contract. 33. ASSIGNMENT 33.1 Successful Offeror shall not assign, transfer or subject the Contract or its rights, title, interests or obligations therein without City's prior written approval. 33.2 Violation of the terms of this paragraph shall constitute a breach of the Contract by Successful Offeror and City may, at its discretion, cancel the Contract. All rights, title, interest and obligations of Successful Offeror shall thereupon cease and terminate. 34. EMPLOYEES Employees of the successful Contractor shall at all times be under its sole direction and not an employee or agent of the City. The Contractor shall supply competent and physically capable employees. The City may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable. Bidder shall be responsible to the City for the acts and omissions of all employees working under its directions. • 14 TR# 12235 EMS Medical Director Contract Exhibit A 10 35. TAXES The City of Tamarac is exempt from all Federal, State, and Local taxes. An exemption certificate will be provided where applicable upon request. 36. GOVERNING LAW: The laws of the State of Florida shall govern this Agreement. Venue shall be Broward County, Florida. V. STATEMENT OF WORK A. SCOPE OF PROPOSAL The purpose of this Request for Proposals is to obtain the services of a licensed physician(s) pursuant to Chapter 458, Florida Statutes to serve as the Medical Director pursuant to Chapter401, Florida Statutes, and Rule Chapter 64J-1 , Florida, Administrative Code, to have authority over all clinical and patient care aspects of the Emergency Medical Services system for the City of Tamarac. The City is seeking a contract for an initial term of three (3) years, with two (2) additional two-year renewal terms based upon satisfactory performance and mutual agreement of both parties. • The City of Tamarac provides Basic Life Support (BLS) and Advanced Life Support (ALS) services to the citizens and visitors of Tamarac. Annual transports are estimated to exceed 6,500 per year with an approximate total of 12,000 emergency responses per year. B. SERVICES TO BE PROVIDED The Medical Director shall perform duties including advising, consulting, training, counseling and overseeing services, which will include administrative and management functions. In order to optimize medical direction of Tamarac Fire -Rescue Emergency Medical Services, the physician(s) functioning as Medical Director will at a minimum: 1. Serve as a patient advocate in the City of Tamarac EMS system. 2. Set and ensure compliance with patient care standards including communications standards and medical protocols. 3. Develop and implement protocols and standing orders under which the pre -hospital care provider functions. 4. Identify treatment modalities for the inclusion into medical treatment • protocols. Develop and implement an agenda for the provision of current medical direction. TR# '12235 EMS Medical Director Contract Exhibit A City oj'Tarnorac 5. Evaluate and provide feedback on new or existing EMS technologies for the inclusion into the system. 6. Ensure the appropriateness of initial qualifications of pre -hospital personnel involved in patient care. 7. Ensure that the qualifications of pre -hospital personnel involved in patient care are maintained on an ongoing basis through education, testing, accreditation and credentialing. In addition, periodic validation of skill proficiency of personnel and entry level medical training and credentialing of pre -hospital personnel based on local and recognized national standards. 8. Set and/or approve medical standards for individuals at a higher level of patient care responsibility (e.g. Captains', Lieutenants', or "specialty" paramedics). Alternatively, for all pre -hospital providers, maintain official authority to limit the medical activities of patient care providers for cause secondary to deviation from established clinical standards of practice or by not meeting training standards. 9. Develop and implement an effective quality improvement program for continuous system and patient care improvement. 10. Based on review of current pre -hospital and appropriate medical literature and trends, provide a monthly forum for evaluation of possible application and/or inclusion of current therapies. 11. Attend Medical Director/EMS subcommittee meetings and provide feedback. Maintain liaison with the medical community including, but not limited to hospitals, emergency departments, physicians, other pre -hospital providers/agencies and nurses. Attend the trauma CQI meetings and maintain regular contact with ED directors. Report to the EMS Division Chief the results of the meetings. 12. Interact on a continued basis with state, regional and local EMS authorities to ensure standards, needs and requirements are met and resource allocation is optimized. 13. Support the coordination of activities such as automatic aid, disaster planning and management, hazardous materials response, stroke and cardiac alerts. 14. Promulgate public education and information on the prevention of emergencies. 15. Maintain knowledge levels appropriate for an EMS Medical Director 16 0 0 r1 u TR# 12235 EMS Medical Director Contract Exhibit A Cc a.'�l�%.°''i a i?' 3� e x vContract'�r is 1-.1-11- through continued education as required in 64J-1 F.A.C. 16. Provide for a Medical Director "off-line" coverage when unavailable. These arrangements will be made by the Medical Director and made known to Tamarac Fire -Rescue EMS staff officers (e.g. EMS Division, Assistant Chief -operations, etc.) at least 24 hours in advance. 17. Develop policies and protocols to keep Tamarac Fire -Rescue as a primary provider of out -of -hospital medical care. C. MINIMUM REQUIREMENTS 1. State of Florida license to practice medicine or osteopathy. 2. The Medical Director shall be from a broad -based medical specialty such as emergency medicine, internal medicine, anesthesiology, or other surgical specialty, with demonstrated experience in pre -hospital care in a fire -rescue based system. Hold an ACLS Provider card or equivalent. Instructor certificates in ACLS, ATLS or ITLS / PHTLS and PALS / PEPP is preferred 3. The Medical Director shall possess proof of current registration with the U.S. Department of Justice, DEA, to provide controlled substances to an EMS provider either individually or through a hospital. 4. Familiarity with the design and operation of EMS systems. 5. Experience and/or training in the pre -hospital care of acutely ill or injured patients. 6. Experience and/or training in medical direction of pre -hospital emergency units. 7. Experience or training in the instruction of pre -hospital personnel. 8. Experience or training in the EMS Quality Improvement process. 9. Working knowledge of EMS laws and regulations (both State of Florida and any applicable Federal laws and regulations). 10. Working knowledge of EMS dispatch and communications (EIVID). 11. Working knowledge of local mass casualty and disaster plans. 12. Working knowledge of treatment of patients involving hazardous • materials. 17 TR# 12235 EMS Medical Director Contract Exhibit A City, of Tornof'nC f',utchasMa, meidl Contracts Division, 13. Active participation in the ED management of the acutely ill or injured patient (preferred). Recommended Requirements to include: 1. Board Certification in Emergency Medicine (American Board of Emergency Medicine or American Board of Osteopathic Emergency Medicine). 2. Active clinical practice of emergency medicine. D. CONTRACTOR RESPONSIBILITIES 1. The Medical Director has authority over all aspects of patient care. Supervise and accept direct responsibility for the medical performance of the paramedics and EMTs working for the City of Tamarac. 2. Recommends certification, recertification and decertification of pre - hospital personnel to the appropriate certifying agency. 3. Establish, implement, revise, and authorize system -wide protocols, policies, and procedures for all patient care activities from dispatch through triage, treatment, and transport. 4. Establish an on -going continuous quality improvement (CQI) process to ensure compliance with protocol by selecting, on a monthly basis, specific review criteria for evaluation and submit a written report on those findings monthly. 5. Develop and implement a patient care quality improvement system to assess the medical performance of paramedics and EMTs. The Medical Director shall audit the performance of system personnel by use of quality assurance programs to include but not limited to a prompt review of run reports, direct observation and comparison of performance standards for drugs, equipment, system protocols and procedures. The Medical Director shall be responsible for participating in quality assurance programs developed by the department. The quality improvement program shall meet all standards required in Chapter 64J-1 FAC. 6. Assists Fire -Rescue administration in establishing the criteria for level of emergency response. (E.g. EMT, Paramedic, equipment, preventive care programs etc.). 7. Establishes criteria for determining patient destination and transportation needs. m 0 is C� TR# 12235 EMS Medical Director Contract Exhibit A 0 0 ty! o f T m r€R Gas,, a� ` d Co ;f"i 3., dad ct s Divisiorn 8. Require education and testing to the level of proficiency approved for the following personnel within EMS system. a) EMTs, Paramedics (All Department members) b) Field Training Officers (Captain Level) and their designees. 9. Participate in the implementation and supervision of an effective quality improvement program. The Medical Director shall have access to all relevant records needed to accomplish this task. 10. Remove a paramedic from medical care duties for due cause, using an appropriate review and appeals mechanism. The Medical Director has authority to limit the patient care activities of those who deviate from established standards or do not meet training standards. 11. Participate in setting/approving hiring standards for personnel involved in patient care and evaluation of probationary personnel prior to regular assignment. Meet and evaluate firefighter recruits quarterly during the probationary period and provide a final assessment of the individual prior to regular status. 12. Advice regarding standards for equipment used in patient care. 13. Participate regularly in scheduled local, regional, state and national level EMS conferences and meetings. 14. The Medical Director will conduct quarterly training meetings of the EMS supervisory staff as well as meeting of fire -rescue personnel based on a monthly CQI topic or other current relevant EMS issue that may affect TFR operations. 15. The Medical Director will regularly attend State EMS Advisory Council meetings (minimum of two (2) per year) to provide for the interests of the Tamarac Fire -Rescue Department. 16. Compliance with all aspects of Rule 64J-1, FAC and other applicable laws and rules governing the provision of pre -hospital EMS in a fire - rescue based system. E. RESPONSIBILITIES OF THE CITY OF TAMARAC The Tamarac Fire -Rescue Director with the resources outlined above including: EMS system has an obligation to provide the Medical and authority commensurate with the responsibilities 1. Compensation for the time required. 2. Necessary material and personnel resources. For example, clerical assistance will be made available for department -related memoranda, 19 TR# 12235 EMS Medical Director Contract Exhibit A F. G. T"urt'hashng- and Con't"rocts Division, training handouts, etc. 3. A written agreement that delineates the Medical Director's authority and responsibilities and the EMS systems obligations. DELIVERABLES 1. Provide specific plan as outlined above. 2. Additional reports as required or requested by City. PERFORMANCE SCHEDULE This Agreement shall be effective for three (3) years from award, unless otherwise terminated pursuant to the terms of this Agreement. The Agreement may be renewed for (2) additional two (2) year periods at the City's option. However, notwithstanding the foregoing, either party shall have the right to terminate this agreement at any time upon giving thirty (30) calendar days written notice to the other party. Contract may be terminated if conditions are not fulfilled based upon annual review. VII. PROPOSAL SELECTION The City Manager will appoint an Evaluation and Selection Committee to review Proposals. The City reserves the right to select the Proposer, who represents the best value, and to accept or reject any proposal submitted in response to this solicitation. The City's Evaluation and Selection Committee will act in what they consider to be the best interest of the City and its residents. Price shall not be the sole determining factor for selection, as indicated in the following section. VIII. EVALUATION OF PROPOSALS A. EVALUATION METHOD AND CRITERIA A Selection/Negotiation Committee will be appointed by the City Manager and will be responsible for selecting the most qualified firm and then negotiating a contract. Proposers with the highest -ranked submittals may be asked to make a detailed presentation of their product/service to the Evaluation and Selection Committee. All Proposers are advised that in the event of receipt of an adequate number of Proposals which in the opinion of the Evaluation Committee require no clarification and/or supplementary information, such Proposals may be evaluated without discussion. Hence, proposals should be initially submitted on the most complete and favorable terms which Proposers are capable of offering to the City. After presentations, if applicable, firms will be assigned a final score, with the highest -ranked firm moving forward to the negotiation phase. Upon successful negotiation, a recommendation for award will be considered by the City 0 0 20 TR# 12235 EMS Medical Director Contract Exhibit A Oe t, c`f rm v vm.� a : i ` wM nrtrot Division ............ - ---------- .................. - Commission. No work on this project shall proceed without written authorization from the City of Tamarac. The City reserves the right to enter into contract negotiations with the selected Proposer. If the City and the selected Proposer cannot negotiate a successful contract, the City may terminate such negotiations and begin negotiations with the next selected Proposer. No Proposer shall have any rights against the City arising from such negotiations. The City's evaluation criteria may include, but shall not be limited to, the following: 1. Compliance with Request for Proposals [Mandatory]. This refers to the adherence to all conditions and requirements of the Request for Proposals. The following criteria, not necessarily listed in order of importance will be used to evaluate submittals. These criteria are general in nature and may be used to develop a more detailed evaluation work sheet. 2. Mandatory Elements: a. The proposer is licensed by the State of Florida to practice medicine or osteopathy. • b. The proposer has no conflict of interest with regard to any other work performed by the proposer in the City of Tamarac. C. The proposer adheres to the instructions in this request for proposals on preparing and submitting the proposal. 3. Responsiveness to request for basic elements: a. Quality of Response: (up to 5 points) (1.) Attention to detail and presentation of proposal. b. Services to be provided (up to 50 points) (1.) Specific experience on similar projects (especially those completed in the State of Florida. (2.) General Experience (3.) Experience of the physician with previous government projects. (Project should be clearly identified and described). (4.) Recent, current, and projected workloads of the physician. 4. Qualifications of the Proposer/Expertise: (up to 20 points) a. Evaluation of staff background proposed to handle city account b. Evaluation of the proposer's organization, support and experience in similar projects. C. Does the expertise meet project requirements? d. Specific experience on similar projects. e. Specific experience on Government projects. 21 TR# 12235 EMS Medical Director Contract Exhibit A f. Number of qualified personnel available for the project. g. Dependence on outside Contractors to accomplish the project. h. Availability of in-house expertise for other disciplines. i. Location of the physician and staff who will be accessible to the City during the project. j. Knowledge in use of computer applications and skills related to pre -hospital emergency medicine and associated research. 5. Project Understanding: (up to 15 points) a. Availability date to begin project. b. Evaluation of the proposer's projected approach and plans to meet the requirements of the RFP. C. Schedule. 6. References & Price Proposal: (up to 10 points) a. The proposer's past performance on projects on similar scope and size including references. b. Evaluation of the Medical Director's Price Proposal Form C. Proposer may include a separate detailed fee schedule for additional services not covered directly by the Scope of Work herein. However, a separate Fee Schedule for additional services is not required to be submitted with Proposal. 7. Recommended requirements: (up to 5 points) a. Board Certified in Emergency medicine. b. Active clinical practice of emergency medicine. B. ACCEPTABLITY OF PROPOSALS The Offer shall be evaluated solely in accordance with the criteria set forth herein. The proposals shall be categorized as follows: 1. Acceptable; 2. Potentially Acceptable; that is reasonably susceptible of being made acceptable; or 3. Unacceptable. C. AWARD OF AGREEMENT Award shall be made by the City to the responsible offeror whose proposal is determined to be the most advantageous to the City, taking into consideration price and the evaluation criteria set forth herein below. The City of Tamarac reserves the 22 0 0 r� TR# 12235 EMS Medical Director Contract Exhibit A 10 C, u City of Tarnarac D. E. right to accept the Proposal as a whole or for any component thereof if it appears to be in the best interest of the City. WEIGHTED CRITERIA Points will be assigned to each proposal based on the following weighted criteria: CRITERIA 1. Compliance with Request for Proposal (Mandatory) 2. Quality of Response 3. Services to be Provided 4. Qualifications of the Proposer/Expertise 5. Project Understanding 6. References and Price Proposal 7. Recommended Requirements MAXIMUM POINTS N/A 5 points 50 points 20 points 15 points 10 points 5 points These weighted criteria are provided to assist Proposers in the allocation of their time and efforts during the proposal preparation process. The criteria also guide the Evaluation Committee during the short -listing and final ranking of proposers by establishing a general framework for those deliberations. Once the Proposals are evaluated, a "short-list" may be selected to make presentations to the Evaluation and Selection Committee, prior to a recommendation for award. DISCUSSIONS & PRESENTATIONS If a clear choice by committee members does not emerge after their initial review of all RFP submittals, the Committee may "short-list" and invite several Proposers to make presentations to the Committee. The City may require additional information after evaluation of the submittals, and Proposers agree to furnish such information upon the City's request. Proposers are advised that in the event of receipt of an adequate number of submittals, which in the opinion of the Evaluation Committee require no clarification and/or supplementary information, such proposals may be evaluated without discussion or need for presentations. Hence, proposals should be initially submitted on the most complete and favorable terms which offerors are capable of offering. The Evaluation Committee may conduct discussions with any Proposer who submits an acceptable or potentially acceptable proposal. Proposers shall be accorded fair and equal treatment with respect to any opportunity for discussion and revision of proposals. The Evaluation Committee reserves the right to request the Proposer to provide additional information during this process. 23 TR# 12235 EMS Medical Director Contract Exhibit A City �� � *� ." Cs, n-, x y �, F. RIGHT TO REJECT PROPOSALS Purchasina and Contracts Dlvislole7 To the extent permitted by applicable state and federal laws and regulations, City reserves the right to reject any and all Proposals, to waive any and all informalities not involving price, time or changes in the work, and to disregard all nonconforming, non- responsive, unbalanced or conditional Proposals. Proposals will be considered irregular and may be rejected if they show serious omissions, alterations in form, additions not called for, conditions, unauthorized alterations, or irregularities of any kind. City reserves the right to reject any Proposal if City believes that it would not be in its best interest to make an award to a particular Proposer, either because the Proposal is not responsive, the Proposer is unqualified, of doubtful financial ability, or fails to meet any other pertinent criteria established by City within the scope of this solicitation. IX. PROPOSAL COPIES Return one (1) original and six (6) copies in an envelope marked with your firm's name and "RFP 12-16R, Medical Director for Fire Rescue" to the City of Tamarac, Purchasing Division, 7525 NW 88th Ave, Room 108, Tamarac, Florida 33321. Any issued addenda shall become part of this Request of Proposal and the resulting agreement. The Proposal Form included herein should be signed by an authorized company representative, dated and returned with the Proposal. No negotiations, decisions or actions shall be initiated or executed by the Proposer as a result of any discussions with any City employee. Only those communications that are issued in writing from the Purchasing Division may be considered as a duly authorized expression. Also, only communications from Proposers that are signed in and in writing will be recognized by the City as duly authorized expressions on behalf of the Proposer. CONTACT WITH PERSONNEL OF THE CITY OF TAMARAC OTHER THAN THE PURCHASING AND CONTRACTS MANAGER OR DESIGNATED REPRESENTATIVE REGARDING THEIR REQUEST FOR PROPOSALS MAY BE GROUNDS FOR ELIMINATION FROM THE SELECTION PROCESS. 0 0 0 M TR# 12235 EMS Medical Director Contract Exhibit A 4D I* 0 .ty s T P c.has rig- and onark rs ivisi re PRICE PROPOSAL FORM RFP 12-16R MEDICAL DIRECTOR FOR FIRE RESCUE NOT TO EXCEED COST OF: Annually Full Contract term is three (3) years. SUBMITTED BY: Company Name: Officer/Name of Individual Authorized to submit: Address: City: Telephone: FAX: Email: State: Zip: NOTE: To be considered eligible for award, one (1) original copy of this Proposal Form must be submitted with the Proposal. Proposers must Use this Cost Proposal Form. Payment by Electronic Funds Transfer: Vendors may now receive payments by direct deposit via electronic funds transfer instead of by paper check. Vendors are strongly encouraged to register to receive all payments by direct deposit. Access the City of Tamarac web -site at http://www.tamarac.org/city-departments/financial- services/purchasing/register-for-direct-deposit-payment.aspx NO BID INDICATION (IF "NO BID" IS OFFERED): Please indicate reason(s) why a Proposal is not being submitted at this time. 25 TR# 12235 EMS Medical Director Contract Exhibit A Trn rit Vic Flu..vchaslinaa rr ontro s Divisiotf CERTIFICATION THIS DOCUMENT MUST BE SUBMITTED WITH THE BID We (I), the undersigned, hereby agree to furnish the items)/service(s) described in the Request for Proposal (RFP). We (I) certify that we(I) have read the entire document, including the Specifications, Additional Requirements, Supplemental Attachments, Instructions to Proposers, Terms and Conditions, and all addenda issued. We (I) agree to comply with all of the requirements of the entire Request for Proposal. Indicate which type of organization below: INDIVIDUAL F-1 PARTNERSHIP ❑ If "Other", Explain: Authorized Signature Typed/Printed Name Telephone Fax Email address for above signer (if any) CORPORATION ❑ Company Name Address City, State, ZIP Federal Tax ID Number Contractor's License Number 26 OTHER F-1 0 r1 u TR# 12235 EMS Medical Director Contract Exhibit A CERTIFIED RESOLUTION I, (Name), the duly elected Secretary of (Corporate Title), a corporation organized and existing under the laws of the State of do hereby certify that the following Resolution was unanimously adopted and passed by a quorum of the Board of Directors of the said corporation at a meeting held in accordance with law and the by-laws of the said corporation. "IT IS HEREBY RESOLVED THAT (Name)", the duly elected (Title of Officer) of (Corporate Title) be and is hereby authorized to execute and submit a Bid and/or Bid Bond, if such bond is required, to the City of Tamarac and such other instruments in writing as may be necessary on behalf of the said corporation; and that the Bid, Bid Bond, and other such instruments signed by him/her shall be binding upon the said corporation as its own acts and deeds. The secretary shall certify the names and signatures of those authorized to act by the foregoing resolution. The City of Tamarac shall be fully protected in relying upon such certification of the secretary and shall be indemnified and saved harmless from any and all claims, demands, expenses, loss or damage resulting from or growing out of honoring, the signature of any person so certified or for refusing to honor any signature not so certified. further certify that the above resolution is in force and effect and has not been revised, revoked or rescinded. • I further certify that the following are the name, titles and official signatures of those persons authorized to act by the foregoing resolution. NAME TITLE Given under my hand and the Seal of the said corporation this day of (SEAL) NOTE: M SIGNATURE , 20 Secretary Corporate Title The above is a suggested form of the type of Corporate Resolution desired. Such form need not be followed explicitly, but the Certified Resolution submitted must clearly show to the satisfaction of the • City of Tamarac that the person signing the Bid and Bid Bond for the corporation has been properly empowered by the corporation to do so in its behalf. 27 TR# 12235 EMS Medical Director Contract Exhibit A PROPOSER'S QUALIFICATION STATEMENT • The Proposer, under oath certifies the truth and correctness of all statements and of all answers to questions made hereinafter: 1. If Offeror is a corporation, answer the following: Date of Incorporation: State of Incorporation:,x nF M __aRrk 2. If Offeror is an individual or a partnership, answer the following: Date of organization: .._. y. Name, address and ownership units of all partners: 3. If Proposer is operating under a fictitious name, submit evidence of compliance with the Florida Fictitious Name Statute. 4. How many years has your organization been in business under its present business name? • a) Under what other former names has your organization operated? 5. List the pertinent experience of the key individuals of your organization (continue on insert sheet, if necessary). 6. State the name of the individual who will serve as the primary contact for the City. 7. State the names and addresses of all businesses and/or individuals who own an interest of more than five percent (5%) of the Offeror's business and indicate the percentage owned of each such business and/or individual: u m TR# 12235 EMS Medical Director Contract Exhibit A r� u r� u u (lit - of T a t rm Ra a b.. Nirchasing x Cortracts Division 8. State the names, addresses, and the type of business of all firms that are partially or wholly owned by offeror: 9. Bank References: Bank Address Telephone Balance of this Page is Blank 29 TR# 12235 EMS Medical Director Contract Exhibit A City y f c t'vw r i..e' c .° 'r�.# t"<..rwS R €,8 � S t1"�t� °�? t o ia.. i,.�` G. 2���" cts Division The Proposer acknowledges and understands that the information contained in response to this Qualification Statement shall be relied upon by owner in awarding the contract and such information is warranted by Proposer to be true. The discovery of any omission or misstatement that materially affects the Offeror's qualifications to perform under the contract shall cause the owner to reject the proposal, and if after the award, to cancel and terminate the award and/or contract. Signature ACKNOWLEDGEMENT OFFEROR'S QUALIFICATION STATEMENT State of County of On this the day of , 20 , before me, the undersigned Notary Public of the State of Florida, personally appeared • and (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID take an oath, or ❑ DID NOT take an oath • 30 TR# 12235 EMS Medical Director Contract Exhibit A 10 0 0 and Contracts tDivision VENDOR DRUG -FREE WORKPLACE Preference may be given to vendors submitting a certification with their bid/proposal certifying they have a drug -free workplace in accordance with Section 287.087, Florida Statutes. This requirement affects all public entities of the State and becomes effective January 1, 1991. The special condition is as follows: IDENTICAL TIE BIDS - Preference may be given to businesses with drug -free workplace programs. Whenever two or more bids that are equal with respect to price, quality, and service are received by the State or by any political subdivision for the procurement of commodities or contractual services, a bid received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later that five (5) days after each conviction. Impose a section on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, by any employee who is so convicted. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this form complies fully with the above requirements. Authorized Signature Company Name 31 TR# 12235 EMS Medical Director Contract Exhibit A NON -COLLUSIVE AFFIDAVIT State of ) )ss. County of ) deposes and says that: He/she is the Purchcasing and" Contracts DAfision being first duly sworn , (Owner, Partner, Officer, Representative or Agent) of , the Offeror that has submitted the attached Proposal; He/she is fully informed respecting the preparation and contents of the attached Proposal and of all pertinent circumstances respecting such Proposal; Such Proposal is genuine and is not a collusive or sham Proposal; Neither the said Offeror nor any of its officers, partners, owners, agents, representatives, employees or parties in interest, including this affiant, have in any way colluded, conspired, connived or agreed, directly or indirectly, with any other Offeror, firm, or person to submit a collusive or sham Proposal in connection with the Work for which the attached Proposal has been submitted; or to refrain from bidding in connection with such Work; or have in any manner, directly or indirectly, sought by agreement or collusion, or communication, or conference with any Offeror, firm, or person to fix the price or prices in the attached Proposal or of any other Offeror, or to fix any overhead, profit, or cost elements of the Proposal price or the Proposal price of any other Offeror, or to secure through any collusion, conspiracy, connivance, or unlawful agreement any advantage against (Recipient), or any person interested in the proposed Work; The price or prices quoted in the attached Proposal are fair and proper and are not tainted by any collusion, conspiracy, connivance, or unlawful agreement on the part of the Offeror or any other of its agents, representatives, owners, employees or parties in interest, including this affiant. Signed, sealed and delivered in the presence of: Witness Witness a Printed Name Title 0 0 0 32 TR# 12235 EMS Medical Director Contract Exhibit A �a e s% o'�' i -i� 8 3 AYE C a � ry $ �: 6 t' a. ' � 5..� : �,. K � £ x e::a a..� i.�#' ?'� � �.� o... aye �� Z f b.6 �. A „�,s. A.o F � a .,:6 � O € r� u State of Florida County of ACKNOWLEDGMENT NON -COLLUSIVE AFFIDAVIT On this the day of 120. , before me, the undersigned Notary Public of the State of Florida, personally appeared and (Name(s) of individual(s) who appeared before notary) whose name(s) is/are Subscribed to within the instrument, and he/she/they acknowledge that he/she/they executed it. WITNESS my hand and official seal. NOTARY PUBLIC SEAL OF OFFICE: 0 0 NOTARY PUBLIC, STATE OF FLORIDA (Name of Notary Public: Print, Stamp, or Type as Commissioned) ❑ Personally known to me, or ❑ Produced identification: (Type of Identification Produced) ❑ DID take an oath, or ❑ DID NOT take an oath 33 TR# 12235 EMS Medical Director Contract Exhibit A Vi+' ct a ! aContracts � ta° Division: FORM SAMPLE AGREEMENT BETWEEN THE CITY OF TAMARAC AND THIS AGREEMENT is made and entered into this day of , 20 , by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and , a corporation with principal offices located at (the "Contractor") to provide for Medical Director Services. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Contractor agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Request for Proposal Document No. 12-16R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Contractor, specifications, bond(s), (if applicable), and insurance certificate(s), the City Resolution awarding the project, and all modifications issued after execution of this Agreement. These documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated therein. In the event that there is a conflict between the RFP 12-16R as issued by the City, and the Contractor's Proposal, RFP 12-16R as issued by the City shall take precedence over the Contractor's Proposal. Furthermore, in the event of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Contractor shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Contractor shall furnish all labor, materials, and equipment necessary to perform according to the scope of work as outlined in RFP 12-16R. 2.1.2 Contractor shall 2.1.3 Contractor shall comply with any and all Federal, State, and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Contractor, its employees, agents or sub -Contractors, if any, with respect to the work and services described herein. 0 34 TR# 12235 EMS Medical Director Contract Exhibit A 0 s ,��r���� asi Via ` �, ntra t,, a � f`,S!' r,� c 3) Insurance 3.1. Contractor shall obtain at Contractor's expense all necessary insurance in such form and amount as specified by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, Automobile Liability and all other insurance as required by the City, including Medical Malpractice (Errors and Omission Liability). The Contractor will ensure that all sub- contractors comply with the above guidelines and will retain all necessary insurance in force throughout the terms of this Agreement. 3.2. The City will provide medical malpractice liability insurance to adequately cover the Contractor for duties as Medical Director designated as pursuant to Section 401.265, Florida Statutes; when said Director is acting within the scope and furtherance of the duties of the medical director as outlined in Section 401.265, Florida Statutes. The City will provide the medical malpractice insurance at the City's sole discretion as long as it is within the best interest of the City. 3.3. Contractor shall indemnify and save the City harmless for any damages resulting to it for failure of either Contractor or any Sub -contractor to obtain or maintain such insurance. Contractor's Liability Insurance policies shall be endorsed to add the City as an additional insured. Contractor shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. 4) Schedule The work to be performed under this Agreement shall be commenced after City execution of this Agreement. 5) Contract Sum The Contract Sum for the above work is Dollars and cents ( ). 6) Payments The City shall pay in full the Contract Sum to the Contractor upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Contractor for work performed subject to the specifications of the job and subject to any additions and deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Florida Prompt Payment Act, F.S., Part VI I, Chapter 218. 7) Indemnification 7.1. GENERAL INDEMNIFICATION: Contractor shall, in addition to any other obligation to indemnify the City and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the City, it's agents, elected officials and employees from and against all claims, actions, liabilities, losses 35 TR# 12235 EMS Medical Director Contract Exhibit A City cfir T$RR':a'"Fu;rac, "Urchasinp vn C tr Ls DtvOr.` (including economic losses), damages costs arising out of any actual or alleged: a). Bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, or any other damage or loss arising out of or resulting, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Contractor, any sub -Contractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the Work; or b). violation of law, statute, ordinance, governmental administration order, rule, regulation, or infringement of patent rights by Contractor in the performance of the Work; or c). liens, claims or actions made by the Contractor or any sub -Contractor under workers compensation acts; disability benefit acts, other employee benefit acts or any statutory bar. Any and all costs of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be the responsibility of the Contractor. 7.2. Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3. The Contractor shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. 0 7.4. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Contractor under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination During performance of Contract, Contractor shall not discriminate against any employee or applicant for employment because of race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability, if qualified. Contractor will take affirmative action to ensure employees are treated during employment, without regard to their race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability. Such actions must include, but not be limited to the following: employment, upgrading; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor shall agree to post in conspicuous places, available to employees and applicants for employment, notices to be provided by contracting officer setting forth the provisions of this nondiscrimination clause. Contractor further agrees that he/she will ensure that sub -Contractors, if any, will be made aware of and will comply with this nondiscrimination clause. m TR# 12235 EMS Medical Director Contract Exhibit A 4D9) Independent Contractor Contractor is an independent contractor under this Agreement. Personal services provided by the Contractor shall be by employees of the Contractor and subject to supervision by the Contractor, and not as officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the Contractor. 10) Assignment and Subcontracting Contractor shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) Notice Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by written notice either delivered in person, sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger service, as follows: CITY City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to City Attorney at the same address. CONTRACTOR 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event the Contractor shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Contractor abandons this Agreement or causes it to be terminated, Contractor shall indemnify the city against loss pertaining to this termination. 0 12.2 Default by Contractor: In addition to all other remedies available to the City, 37 TR# 12235 EMS Medical Director Contract Exhibit A P f Divisioin this Agreement shall be subject to cancellation by the City for cause, should the Contractor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Contractor of written notice of such neglect or failure. 13) Agreement Subject to Funding This agreement shall remain in full force and effect only as long as expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 14) Venue This Agreement shall be governed by hereafter in force. Venue for actions arising County, FI. 15) Signatory Authority laws of the State of Florida as now and out of this agreement is fixed in Broward Contractor shall provide the City with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 16) Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non -enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 17) Merger; Amendment This Agreement constitutes the entire Agreement between the Contractor and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and the City. 18) No Construction Against Drafting Party Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. W 0 0 0 TR# 12235 EMS Medical Director Contract Exhibit A C-ity of Tomarac nd� Comtrv'ct Divhsior; --- ............ - ..... ...... ---l-1-1-1 ............. ................ ............. ........... .............. ... ................ -- - .......... IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONTRACTOR, signing by and through its duly authorized to execute same. ATTEST: Peter M.J. Richardson, CRM, CIVIC City Clerk Date 0 ATTEST: (Corporate Secretary) CITY OF TAMARAC Beth Talabisco, Mayor Date Michael C. Cernech, City Manager Date: Approved as to form and legal sufficiency: City Attorney Company Name Signature of President/Owner Type/Print Name of Corporate Secy. Type/Print Name of President/Owner (CORPORATE SEAL) 0 Date 39 TR# 12235 EMS Medical Director Contract Exhibit A City of 0,,Mort-i Purchasing a� ` t vi io _- CORPORATE ACKNOWLEDGEMENT STATE OF : :SS COUNTY OF I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared , of a Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this. day of ., )2012. Signature of Notary Public State of at Large Print, Type or Stamp Name of Notary Public [:1 Personally known to me or F-1 Produced Identification Type of I.D. Produced F-1 DID take an oath, or ❑ DID NOT take an oath. 0 CI 0 1 TR#12235 EMS Medical Director Contract EXHIBIT B AGREEMENT BETWEEN THE CITY of TAMARAC NABIL EL SANADI, M.D. THIS AGREEMENT is made and entered into this day of , 20 , by and between the City of Tamarac, a municipal principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 Nabil El Sanadi, M.D., 5100 N. ocean Blvd., Fort Lauderdale, "Consultant") to provide for Medical Director Services. corporation with (the "City") and FL 33308 (the Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1} The Contract Documents The contract documents shall consist of this Agreement, Request for Proposal Document No. 12-16R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted b the Consultant, specifications, bond(s), (if applicable), and insurance certificate(s), Y p the CityResolution awarding the project, and all modifications issued after execution of g this Agreement. These documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated therein. In the event that there is a conflict between the RFP 12-16R as issued by the City, and the Consultant's Proposal, RFP 12-16R as issued by the City shall take precedence over the Consultant's Proposal. Furthermore, in the event of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor, materials, and equipment necessary to perform according to the scope of work as outlined in RFP 12-16R. 2.1.2 Consultant shall provide all services in accordance with terms, conditions and statement of work contained in RFP 12-16R. 2.1.3 Consultant shall supervise his work force as applicable, to ensure all co-workers conduct themselves and perform their work in a safe and professional manner. Consultant shall at all times provide medical coverage for the services of Medical Director to City and comply with all Federal, State, and local laws and regulations now TR#12235 EMS Medical Director 00itract EXHIBIT B CORPORATE ACKNOWLEDGEMENT - STATE OF `0�cc�c� :SS COUNTY OF w u�c�—: I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Dr. Nabil El Sanadi to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this day of� , 2012. Signature of Notary Public State of i:^C.)V--A_ c.. at Large Print, Type or Stamp Name of Notary Public Personally known to me or Produced Identification Type of I.D. Produced ❑ DID take an oath, or DID NOT take an oath. Ddnda L, 5va ns COMMISSION #EE 169857 sme . --EXPIRES: MAR. 08, 2016 www.AARONNOTARY.com t TR#12235 EMS Medical Director Contract EXHIBIT B is I* 0 AGREEMENT BETWEEN THE CITY of TAMARAC NABIL EL SANADI, M.D. THIS AGREEMENT is made and entered into this day of , 20, by and between the City of Tamarac, a municipal corporation with principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 (the "City") and Nabil El Sanadi, M.D., 5100 N. Ocean Blvd., Fort Lauderdale, FL 33308 (the "Consultant") to provide for Medical Director Services. Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1 } The Contract Documents The contract documents shall consist of this Agreement, Request for Proposal Document No. 12-16R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, bond(s), (if applicable), and insurance certificate(s), the City Resolution awarding the project, and all modifications issued after execution of this Agreement. These documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated therein. In the event that there is a conflict between the RFP 12-16R as issued by the City, and the Consultant's Proposal, RFP 12-16R as issued by the City shall take precedence over the Consultant's Proposal. Furthermore, in the event of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor, materials, and equipment necessary to perform according to the scope of work as outlined in RFP 12-16R. 2.1.2 Consultant shall provide all services in accordance with terms, conditions and statement of work contained in RFP 12-16R. 2.1.3 Consultant shall supervise his work force as applicable, to ensure all co-workers conduct themselves and perform their work in a safe and professional manner. Consultant shall at all times provide medical coverage for the services of Medical Director to City and comply with all Federal, State, and local laws and regulations now 2.1.1 in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the ConSLIltant, its employees, agents or sub -Consultants, if any, with respect to the work and services described herein. 3 ) Insurance 3.1. ConSUltant shall obtain at Consultants expense all necessary insurance in such fora and amount as specified by the City's Risk and Safety Manager before beginning work under this Agreement including, but riot limited to. Workers' compensation. Commercial General Liability, Automobile Liability and all other insUrwnce as required by the City, including Medical Malpractice (Errors and omission Liability). The consultant will ensure that all SUb-Consultants comply with the above guidelines and will retain all necessary insurance in force throughout the: terms of this Agreement. 3.2. The city may provide medical malpractice liability insurance to adequately cover the consultant for duties as Medical Director designated as pursuant to Section 401.261115, Florida Statutes- when said Director is acting within the scope and furtherance of the duties of the r-nedical director as outlined in Section 401.265, Florida Statutes 3.3. consultant shall indemnify and save the City harmless for any damages resulting to it for failure of either Consultant or any Sub -Consultant to obtain or maintain such insurance. Consultant's Liability Insurance policies shall be endorsed to add the city as an additional insured. ConSUItant shall be responsible for payment of all deductibles and self-insurance retentions on Consultant's Liability InsUrance policies 4 ) Schedule The work to be performed ender this agreement shall be commenced after city execution of this Agreement. 5) Contract Sum The Contract Sure for the above work is Thirty Six Thousand Dollars and no cents ($36,000.00) annually for an initial contract term of three (3) years. Medical Director Grants- As part of Dr. Nabil El Sanadi proposal, an unsolicited offer of two (2) $800.00 grants, ($1,600,00) annually, has been pledged by the Doctor to Tamarac Para medical=Firefighters for the, "purSUlt of knowledge, innovation, research and clinical excellence . 61 Payments 1 he City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreeme-Ant unless the parties agree otherwise. The City shall pay the Consultant monthly for work performed subject to the scope of medical director services as contained in RFC' 12-10R and Subject to any additions and u TR#12235 EMS Medical Director Contract EXHIBIT B r� u 10 u deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Florida Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1. GENERAL INDEMNIFICATION: Consultant shall, in addition to any other obligation to indemnify the City and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the City, it's agents, elected officials and employees from and against all claims, actions, liabilities, losses (including economic losses), damages costs arising out of any actual or alleged: a). Bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, or any other damage or loss arising out of or resulting, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Consultant, any sub -Consultant, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the Work; or b). violation of law, statute, ordinance, governmental administration order, rule, regulation, or infringement of patent rights by Consultant in the performance of the Work; or c). liens, claims or actions made by the Consultant or any sub -- Consultant under workers compensation acts; disability benefit acts, other employee benefit acts or any statutory bar. Any and all costs of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be the responsibility of the Consultant. 7.2. Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3. The Consultant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. 7.4. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination During performance of Contract, Consultant shall not discriminate against any employee or applicant for employment because of race, color, sex, religion, age, national origin, marital status, political affiliation, familial status; disability, if qualified. Consultant will take affirmative action to sexual orientation, or ensure employees are 3 TR#12235 EMS Medical Director Contract EXHIBIT B treated during employment, without regard to their race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability. Such actions must include, but not be limited to the following: employment, upgrading; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Consultant shall agree to post in conspicuous places, available to employees and applicants for employment, notices to be provided by contracting officer setting forth the provisions of this nondiscrimination clause. Consultant further agrees that he/she will ensure that sub -Consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Consultant Consultant is an independent Consultant under this Agreement. Personal services provided by the Consultant shall be by employees of the Consultant and subject to supervision by the Consultant, and not as officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the Consultant. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, • shall not be subcontracted without the prior written consent of the city. 11) Notice Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by written notice either delivered in person, sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger service, as follows: CITY City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to City Attorney at the same address. CONSULTANT Nabil El Sanadi M.D. 5100 N. Ocean Blvd. Fort Lauderdale, FL 33308 (954) 560 1900 • f TR#12235 EMS Medical Director Contract EXHIBIT B is 0 0 12} Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Agreement Subject to Funding This agreement shall remain in full force and effect only as long as expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 14) Venue This Agreement shall be governed by hereafter in force. Venue for actions arising County, FI. 15) Signatory Authority laws of the State of Florida as now and out of this agreement is fixed in Broward Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 16) Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non- enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. ,s TR#12235 EMS Medical Director Contract EXHIBIT B 17) Merger; Amendment 0 This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 18) No Construction Against Drafting Party Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. 0 Remainder of Page Intentional Left Blank 0 101 TR#12235 EMS Medical Director Contract EXHIBIT B 0 r� u !N WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signed by Dr. Nabil El Sanadi, duly authorized to execute same. ATTEST: Peter M.J. Richardson, CRM, CIVIC City Clerk Date ATTEST: N/A (Corporate Secretary) N/A Type/Print Name of Corporate Secy. (CORPORATE SEAL) CITY of TAMARAC Beth Talabisco, Mayor Date Michael C. Cernech, City Manager Date: Approved as to form and legal sufficiency: City Attorney Company N Nabi! El Sanadi, M.D. Type/Print Name Date Ronda L. Evans 'tb ,COMM ISSiOH EE 169857 ¢ EXPIRES; MAR, 08, 2016 1►+ny�� WWW.AARONNOTARY.com 7 TR#12235 EMS Medical Director Contract EXHIBIT B CORPORATE ACKNOWLEDGEMENT STATE OF C� t :SS COUNTY OF 0 GV r C1 I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Dr. Nabil El Sanadi to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this. day of � , 2012. Signature of Notary Public State of i7i at Large Print, Type or Stamp Name of Notary Public Personally known to me or Produced Identification Type of I.D. Produced ❑ DID take an oath, or DID NOT take an oath. Y'P��%,Done L. Fvans COMM ISSION # E E 169857 �;;� 4� EXPIRES: MAR-08, 2016 www.AARONNOTARY.com 0 0 r� u r AGREEMENT BETWEEN THE CITY OF TAMARAC AND NABIL EL SANADI, M.D. THIS AGREEMENT is made and entered into this day of , 20 , by and between the City of Tamarac, a municipal principal offices located at 7525 N.W. 88th Ave., Tamarac, FL 33321 Nabil El Sanadi, M.D., 5100 N. Ocean Blvd., Fort Lauderdale, "Consultant") to provide for Medical Director Services. ;brporation with (the "City") and FL 33308 (the Now therefore, in consideration of the mutual covenants hereinafter set forth, the City and Consultant agree as follows: 1) The Contract Documents The contract documents shall consist of this Agreement, Request for Proposal Document No. 12-16R, including all conditions therein, (including any General Terms and Conditions, Supplementary Conditions, Statement of Work or any other provisions contained within the document), any and all addenda, Proposal executed and submitted by the Consultant, specifications, bond(s), (if applicable), and insurance certificate(s), the City Resolution awarding the project, and all modifications issued after execution of this Agreement. These documents form the Agreement, and all are as fully a part of the Agreement as if attached to this Agreement or repeated therein. In the event that there is a conflict between the RFP 12-16R as issued by the City, and the Consultant's Proposal, RFP 12-16R as issued by the City shall take precedence over the Consultant's Proposal. Furthermore, in the event of a conflict between this document and any other contract documents, this Agreement shall prevail. 2) The Work 2.1. The Consultant shall perform all work for the City required by the contract documents as set forth below: 2.1.1 Consultant shall furnish all labor, materials, and equipment necessary to perform according to the scope of work as outlined in RFP 12-16R. 2.1.2 Consultant shall provide all services in accordance with terms, conditions and statement of work contained in RFP 12-16R. 2.1.3 Consultant shall supervise his work force as applicable, to ensure all co-workers conduct themselves and perform their work in a safe and professional manner. Consultant shall at all times provide medical coverage for the services of Medical Director to City and comply with all Federal, State, and local laws and regulations now } in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Consultant, its employees, agents or sub -Consultants, if any, with respect to the work and services described herein. 3) Insurance 3.1. Consultant shall obtain at Consultant's expense all necessary insurance in such form and amount as specified by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, Automobile Liability and all other insurance as required by the City, including Medical Malpractice (Errors and Omission Liability). The Consultant will ensure that all sub -Consultants comply with the above guidelines and will retain all necessary insurance in force throughout the terms of this Agreement. 3.2. The City will provide medical malpractice liability insurance to adequately cover the Consultant for duties as Medical Director designated as pursuant to Section 401.265, Florida Statutes; when said Director is acting within the scope and furtherance of the duties of the medical director as outlined in Section 401.265, Florida Statutes. 3.3. Consultant shall indemnify and save the City harmless for any damages resulting to it for failure of either Consultant or any Sub -Consultant to obtain or maintain such insurance. Consultant's Liability Insurance policies shall be endorsed to add the City as an additional insured. Consultant shall be responsible for payment of all deductibles and self-insurance retentions on Consultant's Liability Insurance policies. 4) Schedule The work to be performed under this Agreement shall be commenced after City execution of this Agreement. 5) Contract Sum The Contract Sum for the above work is Thirty Six Thousand Dollars and no cents ($36,000.00) annually for an initial contract term of three (3) years. Medical Director Grants: As part of Dr. Nabil El Sanadi proposal, an unsolicited offer of two (2) $800.00 grants, ($1,600.00) annually, has been pledged by the Doctor to Tamarac Paramedic/Firefighters for the, "pursuit of knowledge, innovation, research and clinical excellence". 6) Payments The City shall pay in full the Contract Sum to the Consultant upon completion of the work listed in Paragraph 2 of this Agreement unless the parties agree otherwise. The City shall pay the Consultant monthly for work performed subject to the scope of medical director services as contained in RFP 12-16R and subject to any additions and 2 ip deductions by subsequent change order provided in the contract documents. All payments shall be governed by the Florida Prompt Payment Act, F.S., Part VII, Chapter 218. 7) Indemnification 7.1. GENERAL INDEMNIFICATION: Consultant shall, in addition to any other obligation to indemnify the City and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the City, it's agents, elected officials and employees from and against all claims, actions, liabilities, losses (including economic losses), damages costs arising out of any actual or alleged: a). Bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting therefrom, or any other damage or loss arising out of or resulting, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Consultant, any sub -Consultant, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the Work; or b). violation of law, statute, ordinance, governmental administration order, rule, regulation, or infringement of patent rights by Consultant in the performance of the Work; or c). liens, claims or actions made by the Consultant or any sub - Consultant under workers compensation acts; disability benefit acts, other employee benefit acts or any statutory bar. Any and all costs of expenses, including attorney's fees, incurred by the City to enforce this agreement shall be the responsibility of the Consultant. 7.2. Upon completion of all Services, obligations and duties provided for in this Agreement, or in the event of termination of this Agreement for any reason, the terms and conditions of this Article shall survive indefinitely. 7.3. The Consultant shall pay all claims, losses, liens, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, reasonable attorney's fees (including appellate attorney's fees) and costs. 7.4. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Consultant under the indemnification agreement. Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8) Non -Discrimination During performance of Contract, Consultant shall not discriminate against any employee or applicant for employment because of race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability, if qualified. Consultant will take affirmative action to ensure employees are R1 treated during employment, without regard to their race, color, sex, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, or disability. Such actions must include, but not be limited to the following: employment, upgrading; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Consultant shall agree to post in conspicuous places, available to employees and applicants for employment, notices to be provided by contracting officer setting forth the provisions of this nondiscrimination clause. Consultant further agrees that he/she will ensure that sub -Consultants, if any, will be made aware of and will comply with this nondiscrimination clause. 9) Independent Consultant Consultant is an independent Consultant under this Agreement. Personal services provided by the Consultant shall be by employees of the Consultant and subject to supervision by the Consultant, and not as officers, employees, or agents of the City. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of the Consultant. 10) Assignment and Subcontracting Consultant shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11) Notice Whenever either party desires or is required under this Agreement to give notice to any other party, it must be given by written notice either delivered in person, sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services, or by messenger service, as follows: CITY City Manager City of Tamarac 7525 N.W. 88th Avenue Tamarac, FL 33321 With a copy to City Attorney at the same address. CONSULTANT Nabil El Sanadi M.D. 5100 N . Ocean Blvd. Fort Lauderdale, FL 33308 (954) 560 1900 0 12) Termination 12.1 Termination for Convenience: This Agreement may be terminated by the City for convenience, upon seven (7) days of written notice by the terminating party to the other party for such termination in which event the Consultant shall be paid its compensation for services performed to termination date, including services reasonably related to termination. In the event that the Consultant abandons this Agreement or causes it to be terminated, Consultant shall indemnify the city against loss pertaining to this termination. 12.2 Default by Consultant: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Consultant neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Consultant of written notice of such neglect or failure. 13) Agreement Subject to Funding This agreement shall remain in full force and effect only as long as expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 14) Venue This Agreement shall be governed by hereafter in force. Venue for actions arising County, FI. laws of the State of Florida as now and out of this agreement is fixed in Broward 15) Signatory Authority Consultant shall provide the City with copies of requisite documentation evidencing that the signatory for Consultant has the authority to enter into this Agreement. 16) Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non- enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. M 17) Merger; Amendment This Agreement constitutes the entire Agreement between the Consultant and the City, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Consultant and the City. 18) No Construction Against Drafting Party Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. Remainder of Page Intentional Left Blank . IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONSULTANT, signed by Dr. Nabil El Sanadi, duly authorized to execute same. ATT T- ity Clerk \i\\�IIIIIII//// ATTEST: N/A (Corporate Secretary) N/A Type/Print Name of Corporate Secy. CITY OF TAMARAC Beth Talabisco,'May6r F Date ichael C. Cernech, City Manager Date: Approved as to form and legal sufficiency: City Att rney N/A Comp�y N me Signatur&-6TCon§ufta Nabil El Sanadi, M.D. Type/Print Name (CORPORATE SEAL) Date Donda L. Evans -COMMISSION § EE 169857 %�' •... `,� EXPIRES: MAR. 08, 2016 WWW.AARONNOTARY.com 1-///d/)-- 7 { CORPORATE ACKNOWLEDGEMENT STATE OF :SS COUNTY OF C C( o. I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Dr. Nabil El Sanadi to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this. day of T � J�t� � , 2012. Signature of -Notary Public State of at Large Print, Type or Stamp Name of Notary Public Personally known to me or Produced Identification Type of 1. D. Produced ❑ DID take an oath, or P1 DID NOT take an oath. �O'''R °°d•, DOnda L. Evans °�'•• SOOiKi��iSSION#EE169857 .. . LIAR 08 2016 i9�+••• O ,vim fel ••,.,� fl www.AARONNOTARY.com