RFP-5277-26/GCM - Medical Director Services Agreement

MEDICAL DIRECTOR SERVICES AGREEMENT

RFP-5277-26/GCM

THIS MEDICAL DIRECTOR SERVICES AGREEMENT (“Agreement”) is dated as of the _____ day of ___________ 2026, by and between , whose address is , referred to as “MEDICAL DIRECTOR”, and SEMINOLE COUNTY, a charter county and political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 E. 1st Street, Sanford, Florida 32771, referred to as “COUNTY”.

W I T N E S S E T H:

WHEREAS, COUNTY operates an Emergency Medical Services (“EMS”) System within its boundaries and employs or utilizes emergency medical technicians and paramedics to perform life support procedures in Seminole County, Florida, pursuant to Chapter 401, Florida Statutes;

and

WHEREAS, pursuant to Florida Statues, COUNTY is required to employ or contract with a medical director who must be a licensed physician, corporation, association, or partnership composed of physicians or physicians employed by any hospital that delivers in-hospital emergency medical services and that employs or contracts with physicians specifically for that purpose; and

WHEREAS, COUNTY wishes to contract with a medical director for the purposes set forth in Chapter 401.265, Florida Statutes, including, but not limited to, advising, consulting, training, counseling, and the overseeing of services, including quality assurance, for the Seminole

County EMS System, herein after referred to as “EMS System”; and

WHEREAS, MEDICAL DIRECTOR is a licensed physician in the State of Florida and desires to provide professional services to the EMS System as the Seminole County Medical

Director according to the terms and conditions herein; and

WHEREAS, COUNTY has reviewed the MEDICAL DIRECTOR’s credentials, experience, required licensure, and other applicable documentation provided by the MEDICAL

DIRECTOR, and has determined that the MEDICAL DIRECTOR meets the statutory requirements to act as the Seminole County Medical Director.

NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth in this Agreement, COUNTY and MEDICAL DIRECTOR agree as follows:

Section 1. Services. COUNTY hereby retains MEDICAL DIRECTOR to provide professional services and perform those tasks as further described in the Scope of Services attached hereto and incorporated herein as Exhibit A. A Purchase Order for the annual amount of this

Agreement will be issued on a yearly basis for the services outlined herein and shall be paid in accordance with Section 4. This Agreement standing alone does not authorize the performance of any work or require COUNTY to place any orders for work.

Section 2. Term. This Agreement takes effect on the date of its execution by COUNTY and continues for a period of three (3) years and, at the sole option of COUNTY, may be renewed for two (2) successive periods not to exceed one (1) year each. Expiration of the term of this

Agreement will have no effect upon Purchase Orders issued pursuant to this Agreement and prior to the expiration date. Obligations of both parties under such Purchase Orders will remain in effect until completion of the work authorized by the respective Purchase Order.

Section 3. Authorization for Services. Authorization for performance of professional services by MEDICAL DIRECTOR under this Agreement must be in the form of written Purchase

Orders issued and executed by COUNTY and signed by MEDICAL DIRECTOR. A sample

Purchase Order is attached as Exhibit B. The Purchase Orders will be issued under and will incorporate the terms of this Agreement. COUNTY reserves the right to contract with other parties for the services contemplated by this Agreement when it is determined by COUNTY to be in the best interest of COUNTY to do so.

Section 4. Compensation.

(a) COUNTY shall compensate MEDICAL DIRECTOR for the professional services provided for under this Agreement on a “Fixed Fee” basis. The MEDICAL DIRECTOR will be compensated in accordance with the rate schedule attached as Exhibit C, payable in twelve (12) equal monthly installments.

(b) MEDICAL DIRECTOR shall provide invoices for compensation monthly within

10 days following the month’s end.

Section 5. Payment and Billing.

(a) Monthly invoices must be emailed to: AP@SeminoleClerk.org

(b) Upon review and approval of MEDICAL DIRECTOR’s invoice, COUNTY shall pay MEDICAL DIRECTOR the approved amount in accordance with Chapter 218, Part VII, Florida Statutes.

Section 6. Audits.

(a) COUNTY may perform an audit of the records of MEDICAL DIRECTOR at any time during the term of this Agreement and after final payment to support final payment under this

Agreement. Audits may be performed at a time mutually agreeable to MEDICAL DIRECTOR and COUNTY. Total compensation to MEDICAL DIRECTOR may be determined subsequent to an audit, as provided for in this Section, and any findings will be used to calculate final payment to MEDICAL DIRECTOR.

(b) In addition to the above, if federal funds are used for any work under the

Agreement, the Department of Housing and Urban Development, the Comptroller General of the

United States, or any of their duly authorized representatives must have access to any books, mailto:AP@SeminoleClerk.org documents, papers, and records of MEDICAL DIRECTOR that are directly pertinent to work performed under this Agreement for purposes of making audit, examination, excerpts, and transcriptions.

(c) MEDICAL DIRECTOR shall maintain all books, documents, papers, accounting records, and other evidence pertaining to work performed under this Agreement in such a manner as will readily conform to the terms of this Agreement. MEDICAL DIRECTOR shall make such materials available at MEDICAL DIRECTOR’s office at all reasonable times during the term of this Agreement and for five (5) years from the date of final payment under this Agreement for audit or inspection as provided for in subsections (a) and (b) of this Section.

(d) In the event any audit or inspection conducted after final payment, but within the period provided in paragraph (c) of this Section, reveals any overpayment by COUNTY under the terms of the Agreement, MEDICAL DIRECTOR shall refund such overpayment to COUNTY within thirty (30) days of notice by COUNTY.

Section 7. Responsibilities of MEDICAL DIRECTOR.

(a) The responsibilities of the MEDICAL DIRECTOR under this Agreement are outlined in Exhibit A, Scope of Services.

(b) MEDICAL DIRECTOR is responsible for the technical accuracy and information provided in the reports, submissions, plans, procedures, protocols and documents required by the

Scope of Services. MEDICAL DIRECTOR shall correct or revise, without additional compensation, any errors or deficiencies in MEDICAL DIRECTOR’s the reports, submissions, plans, procedures, protocols, documents and any other services of whatever type or nature.

(c) COUNTY’s payment for services required under this Agreement does not operate as a waiver of any rights under this Agreement, or of any cause of action arising out of the performance of this Agreement. MEDICAL DIRECTOR is and will remain liable to COUNTY, in accordance with applicable law, for all damages to COUNTY caused by MEDICAL DIRECTOR’s performance of any services or provision of any materials under this Agreement.

Section 8. Ownership of Documents. All the reports, submission, plans, procedures, protocol, documents and any other form of written instrument or document that may result from

MEDICAL DIRECTOR’s services or have been created during the course of MEDICAL

DIRECTOR’s performance under this Agreement is the property of the COUNTY.

Section 9. Termination.

(a) By written notice to MEDICAL DIRECTOR, COUNTY may terminate this

Agreement or any Purchase Order issued under this Agreement, in whole or in part, at any time, either for COUNTY’s convenience or because of the failure of MEDICAL DIRECTOR to fulfill its obligations under this Agreement. Upon receipt of such notice:

(1) MEDICAL DIRECTOR shall immediately discontinue all services affected unless the notice directs otherwise; and

(2) MEDICAL DIRECTOR shall deliver to COUNTY all reports, submissions, plans, procedures, protocols and documents and any and all such other information and materials of whatever type or nature as may have been accumulated or produced by MEDICAL DIRECTOR in performing this Agreement, whether completed or in process.

(b) If the termination is for the convenience of COUNTY, MEDICAL DIRECTOR will be paid compensation for services performed to the date of termination. If this Agreement calls for the payment based on a Fixed Fee amount, MEDICAL DIRECTOR will be paid no more than a percentage of the Fixed Fee amount equivalent to the percentage of the completion of work contemplated by this Agreement, as determined solely and conclusively by COUNTY.

(c) If the termination is due to the failure of MEDICAL DIRECTOR to fulfill its obligations under this Agreement, COUNTY may provide the service, in accordance with state and federal law, by other agreements or otherwise. In such case, MEDICAL DIRECTOR will be liable to COUNTY for all reasonable additional costs associated with MEDICAL DIRECTOR’s failure to fulfill its obligations under this Agreement.

(d) MEDICAL DIRECTOR will not be liable for such additional costs if the failure to perform this Agreement arises out of causes beyond the control and without the fault or negligence of MEDICAL DIRECTOR. MEDICAL DIRECTOR will be responsible and liable for the actions of its subcontractors, agents, employees, persons, and entities of a similar type or nature. Matters beyond the fault or negligence of MEDICAL DIRECTOR include, but are not limited to, acts of

God or of the public enemy, acts of COUNTY in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather, but, in every case, the failure to perform must be beyond the control and without the fault or negligence of MEDICAL DIRECTOR.

(e) If after notice of termination for MEDICAL DIRECTOR’s failure to fulfill its obligations under this Agreement, it is determined that MEDICAL DIRECTOR did not so fail, the termination will be conclusively deemed to have been for the convenience of COUNTY. In such event, adjustment in the Agreement price will be made as provided in subsection (b) of this Section.

(f) The rights and remedies of COUNTY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement.

Section 10. Conflict with Contract Documents. Wherever the terms of this Agreement conflict with any Purchase Order issued pursuant to it or any other contract documents, including proposals submitted by MEDICAL DIRECTOR, this Agreement will prevail. For the avoidance of doubt, proposals and any other documents submitted by MEDICAL DIRECTOR are not incorporated into this Agreement, unless expressly stated otherwise.

Section 11. Equal Opportunity Employment. MEDICAL DIRECTOR shall not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability. MEDICAL DIRECTOR shall take steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, national origin, or disability. This provision includes, but is not limited to the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

Section 12. No Contingent Fees. MEDICAL DIRECTOR warrants that it has not employed or retained any company or persons, other than a bona fide employee working solely for

MEDICAL DIRECTOR, to solicit or secure this Agreement and that MEDICAL DIRECTOR has not paid or agreed to pay any persons, company, corporation, individual, or firm, other than a bona fide employee working solely for MEDICAL DIRECTOR, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.

For the breach or violation of this provision, COUNTY has the right to terminate this Agreement, at its sole discretion and without liability, and to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration.

Section 13. Conflict of Interest.

(a) MEDICAL DIRECTOR shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with COUNTY or violate or cause others to violate the provisions of Chapter 112, Part III, Florida Statutes, relating to ethics in government.

(b) MEDICAL DIRECTOR hereby certifies that no officer, agent, or employee of

COUNTY has any material interest (as defined in Section 112.312(15), Florida Statutes, as over

5%), either directly or indirectly, in the MEDICAL DIRECTOR’s business, if applicable, for the services being provided under this Agreement and that no such person will have any such interest at any time during the term of this Agreement.

Section 14. Assignment. Neither this Agreement nor any interest in it may be assigned, transferred, or otherwise encumbered under any circumstances by either party without prior written consent of the other party and only by a document of equal dignity with this Agreement.

Section 15. Subcontractors. MEDICAL DIRECTOR shall first secure the prior written approval of COUNTY before engaging or contracting for the services of any subcontractors under this Agreement. MEDICAL DIRECTOR will remain fully responsible to COUNTY for the services of any subcontractors under this Agreement.

Section 16. Indemnification of COUNTY.

(a) To the fullest extent permitted by law, MEDICAL DIRECTOR shall hold harmless, release, and indemnify COUNTY, its commissioners, officers, employees, and agents from any and all claims, losses, damages, costs, attorney fees, and lawsuits for damages arising from, allegedly arising from, or related to MEDICAL DIRECTOR’s provision of services under this

Agreement caused by MEDICAL DIRECTOR’s act or omission in the performance of this

Agreement.

(b) MEDICAL DIRECTOR shall require all subcontractors to enter an agreement containing the provisions set forth in the preceding subsection in which agreement the subcontractors shall fully indemnify COUNTY in accordance with this Agreement.

Section 17. Insurance.

(a) MEDICAL DIRECTOR, at its sole expense, shall maintain the insurance required under this Section at all times throughout the duration of this Agreement and have this insurance approved by COUNTY’s Risk Manager with the Resource Management Department. MEDICAL

DIRECTOR shall immediately provide written notice to the COUNTY upon receipt of notice of cancellation of an insurance policy or a decision to terminate an insurance policy.

(1) MEDICAL DIRECTOR shall require and ensure that each of its sub-vendors, subcontractors, designated assistants, or other medical professionals acting on its behalf providing services under this Agreement, if any, procures and maintains insurance of the types and to the limits specified in this Agreement until the completion of their respective services.

(2) Neither approval by COUNTY nor failure by COUNTY to disapprove the insurance furnished by MEDICAL DIRECTOR will relieve MEDICAL DIRECTOR of its full responsibility for liability, damages, and accidents.

(3) Neither COUNTY’s review of the coverage afforded by or the provisions of the policies of insurance purchased and maintained by MEDICAL DIRECTOR in accordance with this Section, nor COUNTY’s decisions to raise or not to raise any objections about either or both, in any way relieves or decreases the liability of MEDICAL DIRECTOR.

(4) If COUNTY elects to raise an objection to the coverage afforded by or the provisions of the insurance furnished, then MEDICAL DIRECTOR shall promptly provide to

COUNTY such additional information as COUNTY may reasonably request, and MEDICAL

DIRECTOR shall remedy any deficiencies in the policies of insurance within ten (10) days.

(5) COUNTY’s authority to object to insurance does not in any way whatsoever give rise to any duty on the part of COUNTY to exercise this authority for the benefit of MEDICAL

DIRECTOR or any other party.

(b) General Requirements.

(1) Before commencing work, MEDICAL DIRECTOR, on its behalf and on behalf of any designated assistants or other medical professionals acting on its behalf providing services under this Agreement, shall furnish COUNTY with proof of insurance, in a from acceptable to COUNTY, evidencing the insurance required by this Section and Exhibit D, and, for

General Liability, Workers’ Compensation, and Professional Liability, including the following as

Certificate Holder:

Seminole County, Florida Seminole County Services Building 1101 E. 1st Street Sanford, FL 32771

The proof of insurance must evidence, and all policies must be endorsed to provide, the COUNTY with not less than thirty (30) days (10 days for non-payment) written notice prior to the cancellation or non-renewal of coverage directly from the Insurer and without additional action of the Insured or Broker, if available by the policy form. Until such time as the insurance is no longer required to be maintained, MEDICAL DIRECTOR shall provide COUNTY with a renewal or replacement proof of insurance before the expiration or replacement of the insurance for which a previous proof has been provided.

(2) In addition to providing the proof of insurance, upon request of the

COUNTY, MEDICAL DIRECTOR shall provide COUNTY with a copy of each of the policies of insurance providing the coverage required by this Agreement within thirty (30) days after receipt of the request.

(3) Deductible and self-insured retention amounts must be declared to and approved by COUNTY and must be reduced or eliminated upon written request from COUNTY.

The risk of loss within the deductible amount, if any, in the insurance purchased and maintained pursuant to this document must be borne by MEDICAL DIRECTOR.

(4) The insurer’s cost of defense, including attorney’s fees and attorney’s fees on appeal, must not be included within the policy limits, but must remain the responsibility of the insurer for all General Liability, Auto Liability, and Employer’s Liability coverages if available by policy form.

(5) Additional Insured: Seminole County, Florida, its commissioners, officials, officers, and employees must be included as Additional Insureds under all Professional Liability, General Liability, and Auto Liability policies allowing additional insureds. Such policies shall provide exception to any “Insured versus Insured” exclusion for claims brought by or on behalf of

Additional Insureds, if allowed by policy form.

(6) Coverage: The insurance provided by MEDICAL DIRECTOR pursuant to this Agreement must apply on a primary and non-contributory basis and any other insurance or self-insurance maintained by the Seminole County Board of County Commissioners or

COUNTY’s officials, officers, or employees must be in excess of and not contributing with the insurance provided by MEDICAL DIRECTOR.

(7) Waiver of Subrogation: All policies must be endorsed to provide a Waiver of Subrogation clause in favor of the Seminole County, Florida and its respective officials, officers, and employees, if available by policy form. This Waiver of Subrogation requirement does not apply to any policy that includes a condition that specifically prohibits such an endorsement or voids coverage should the Named Insured enter into such an agreement on a pre-loss basis.

(c) Insurance Company Requirements. Insurance companies providing the insurance must meet the following requirements.

(1) Such companies must be either: (a) authorized by maintaining Certificates of Authority or Letters of Eligibility issued to the companies by the Department of Insurance of the State of Florida to conduct business in the State of Florida, or (b) with respect only to the coverage required by this agreement for Workers' Compensation/Employer’s Liability, authorized as a group self-insurer by Section 624.4621, Florida Statutes, as this statute may be amended from time to time.

(2) In addition, such companies other than those authorized by Section

624.4621, Florida Statutes, as this statute may be amended from time to time, must have and maintain a Best’s Rating of “A-” or better and a Financial Size Category of “VII” or better according to A.M. Best Company.

(3) If, during the period which an insurance company is providing the insurance coverage required by this Agreement, an insurance company, (A) loses its Certificate of Authority or Letter of Eligibility, (B) no longer complies with Section 624.4621, Florida Statutes, as this statute may be amended from time to time, or (C) fails to maintain the Best’s Rating and Financial

Size Category, then MEDICAL DIRECTOR shall immediately notify COUNTY as soon as

MEDICAL DIRECTOR has knowledge of any such circumstance and, upon request of COUNTY, immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until such time as MEDICAL

DIRECTOR has replaced the unacceptable insurer with an insurer acceptable to the COUNTY, MEDICAL DIRECTOR will be deemed to be in default of this Agreement.

(d) Specifications. Without limiting any of the other obligations or liabilities of

MEDICAL DIRECTOR, MEDICAL DIRECTOR, at MEDICAL DIRECTOR’s sole expense, shall procure, maintain, and keep in force amounts and types of insurance conforming to the minimum requirements set forth in Exhibit D. Except as otherwise specified in this Agreement, the insurance must become effective prior to the commencement of work by MEDICAL

DIRECTOR and must be maintained in force until final completion or such other time as required by this Agreement. The amounts and types of insurance must conform to the following minimum requirements:

(1) Workers' Compensation/Employer’s Liability.

(A) MEDICAL DIRECTOR’s insurance must cover MEDICAL

DIRECTOR and its subcontractors of every tier for those sources of liability which would be covered by the latest edition of the standard Workers' Compensation and Employer’s Liability

Policy (NCCI Form WC 00 00 00 A), as filed for use in Florida by the National Council on

Compensation Insurance. In addition to coverage for the Florida Workers’ Compensation Act, where appropriate, coverage is to be included for the United States Longshoremen and Harbor

Workers’ Compensation Act, Federal Employer’s Liability Act and any other applicable federal or state law.

(B) Subject to the restrictions of coverage found in the standard

Workers' Compensation and Employers Liability Policy, there must be no maximum limit on the amount of coverage for liability imposed by the Florida Workers' Compensation Act, and if applicable, the United States Longshoremen's and Harbor Workers' Compensation Act or any other coverage customarily insured under Part One of the standard Workers' Compensation and

Employers Liability Policy.

(C) The minimum limits to be maintained by MEDICAL DIRECTOR are as specified in Exhibit D.

(D) If MEDICAL DIRECTOR asserts an exemption to the provisions of

Chapter 440, Florida Statutes, Workers’ Compensation, as this statute may be amended from time to time, MEDICAL DIRECTOR shall provide notification to COUNTY’s Risk Manager with the

Resource Management Department and shall complete the COUNTY’s Workers’ Compensation

Waiver Request. Approval of exemption is subject to COUNTY’s sole discretion. If approved, the named individuals listed in COUNTY’s approved exemption will be the only individuals authorized to perform work under this Agreement.

(E) Any vendor or contractor, including MEDICAL DIRECTOR, using an employee leasing company must complete the COUNTY’S Leased Employee Affidavit.

(2) General Liability.

(A) MEDICAL DIRECTOR’s insurance must cover MEDICAL

DIRECTOR for those sources of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance Services Office, or by a form otherwise acceptable to

COUNTY. Such coverage must not contain any endorsements excluding or limiting

Products/Completed Operations, Contractual Liability, or Separation of Insureds, if allowed by policy form.

(B) ISO Endorsement CG 20 10 or CG 20 26 and CG 20 37 or their equivalent must be used to provide such Additional Insured status, if available by policy form.

(C) In the event that the general liability insurance required by this contract is written on a claims-made basis, MEDICAL DIRECTOR warrants that any retroactive date under the policy will precede the effective date of this Agreement and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of three

(3) years beginning at the time work under this contract is completed.

(D) The minimum limits to be maintained by MEDICAL DIRECTOR are as specified in Exhibit D.

(3) Auto Liability Policy.

(A) MEDICAL DIRECTOR must provide proof of automobile insurance evidencing personal injury protection, property damage liability coverage, and bodily injury liability coverage for all vehicles it may operate while performing work under this

Agreement.

(B) The minimum limits to be maintained by MEDICAL DIRECTOR are as specified in Exhibit D.

(4) Professional Liability.

(A) MEDICAL DIRECTOR shall maintain an Errors & Omissions

Liability policy providing professional liability coverage for any damages caused by wrongful acts, errors, or omissions as an Emergency Medical Services Medical Director. Liability coverage must include direct patient care incidental to the services performed in their capacity as an Emergency

Medical Services Medical Director pursuant to this agreement.

(i) In the event that the professional liability insurance required by this contract is written on a claims-made basis, MEDICAL DIRECTOR warrants that any retroactive date under the policy will precede the effective date of this Agreement and that either continuous coverage will be maintained or an extended discovery period will be exercised for a period of three (3) years beginning at the time work under this contract is completed.

(ii) If MEDICAL DIRECTOR contends that any of the insurance it maintains pursuant to other sections of this clause satisfies this requirement (or otherwise insures the risks described in this section), then MEDICAL DIRECTOR shall provide proof of such satisfactory coverage, subject to approval of COUNTY.

(B) The minimum limits to be maintained by MEDICAL DIRECTOR are as specified in Exhibit D.

(e) The maintenance of the insurance coverage set forth in this Section may not be construed to limit or have the effect of limiting MEDICAL DIRECTOR’s liability under the provisions of Section 16 concerning indemnification or any other provision of this Agreement.

Section 18. Dispute Resolution.

(a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties shall exhaust COUNTY administrative dispute resolution procedures prior to filing a lawsuit or otherwise pursuing legal remedies. COUNTY administrative dispute resolution procedures for proper invoice and payment disputes are set forth in Section

22.15, “Prompt Payment Procedures”, Seminole County Administrative Code. COUNTY administrative dispute resolution procedures for contract claims related to this Agreement, other than for proper invoice and payment disputes, are set forth in Section 3.5541, “Contract Claims”, Seminole County Administrative Code.

(b) In any lawsuit or legal proceeding arising under this Agreement, MEDICAL

DIRECTOR hereby waives any claim or defense based on facts or evidentiary materials that were not presented for consideration in COUNTY administrative dispute resolution procedures set forth in subsection (a) above of which MEDICAL DIRECTOR had knowledge and failed to present during COUNTY administrative dispute resolution procedures.

(c) In the event that COUNTY administrative dispute resolution procedures are exhausted and a lawsuit or legal proceeding is filed, the parties shall exercise best efforts to resolve disputes through voluntary mediation and to select a mutually acceptable mediator. The parties participating in the voluntary mediation shall share the costs of mediation equally.

Section 19. All Prior Agreements Superseded. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained in this Agreement, and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained or referred to in this Agreement. Accordingly, it is agreed that no deviation from the terms of this Agreement will be predicated upon any prior representations or agreements, whether oral or written.

Section 20. Modifications, Amendments or Alterations. No modification, amendment, or alteration in the terms or conditions contained in this Agreement will be effective unless contained in a written amendment executed with the same formality and of equal dignity with this

Agreement.

Section 21. Independent Contractor. Nothing in this Agreement is intended or may be construed as, in any manner, creating, or establishing a relationship of co-partners between the parties for any purpose or in any manner whatsoever. MEDICAL DIRECTOR is and will remain an independent contractor with respect to all services performed under this Agreement.

Section 22. Employee Status. If any persons are employed by MEDICAL DIRECTOR in the performance of services and functions pursuant to this Agreement, they will have no claim to pension, workers’ compensation, unemployment compensation, civil service, or other employee rights or privileges granted to COUNTY’s officers and employees either by operation of law or by

COUNTY.

Section 23. Services Not Provided For. No claim for services provided by MEDICAL

DIRECTOR not specifically provided for in this Agreement will be honored by COUNTY.

Section 24. Public Records Law.

(a) MEDICAL DIRECTOR acknowledges COUNTY’s obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. MEDICAL DIRECTOR acknowledges that COUNTY is required to comply with Article 1, Section 24, Florida Constitution and Chapter 119, Florida

Statutes, in the handling of the materials created under this Agreement and this statute controls over the terms of this Agreement. Upon COUNTY’s request, MEDICAL DIRECTOR shall provide COUNTY with all requested public records in MEDICAL DIRECTOR’s possession, or shall allow COUNTY to inspect or copy the requested records within a reasonable time and at a cost that does not exceed costs as provided under Chapter 119, Florida Statutes.

(b) MEDICAL DIRECTOR specifically acknowledges its obligations to comply with

Section 119.0701, Florida Statutes, with regard to public records and shall perform the following:

(1) MEDICAL DIRECTOR shall keep and maintain public records that ordinarily and necessarily would be required by COUNTY in order to perform the services required under this Agreement.

(2) MEDICAL DIRECTOR shall provide COUNTY with access to public records on the same terms and conditions that COUNTY would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.

(3) MEDICAL DIRECTOR shall ensure public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law.

(c) Upon termination of this Agreement, MEDICAL DIRECTOR shall transfer, at no cost to COUNTY, all public records in possession of MEDICAL DIRECTOR, or keep and maintain public records required by COUNTY under this Agreement. If MEDICAL DIRECTOR transfers all public records to COUNTY upon completion of this Agreement, MEDICAL

DIRECTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If MEDICAL DIRECTOR keeps and maintains the public records upon completion of this Agreement, MEDICAL DIRECTOR must meet all applicable requirements for retaining public records. All records stored electronically must be provided to COUNTY, upon request of COUNTY, in a format that is compatible with the information technology systems of COUNTY.

(d) Failure to comply with this Section will be deemed a material breach of this

Agreement for which COUNTY may terminate this Agreement immediately upon written notice to MEDICAL DIRECTOR. MEDICAL DIRECTOR may also be subject to statutory penalties as set forth in Section 119.10, Florida Statutes.

(e) IF MEDICAL DIRECTOR HAS QUESTIONS REGARDING

THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

MEDICAL DIRECTOR’s DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS CONTRACT, MEDICAL DIRECTOR MAY

CONTACT THE CUSTODIAN OF PUBLIC RECORDS, THE SEMINOLE

COUNTY PURCHASING AND CONTRACTS MANAGER, AT 407-665-

7116, PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND

CONTRACTS DIVISION, 1301 E. SECOND STREET, SANFORD, FL 32771.

Section 25. Governing Law, Jurisdiction, and Venue. The laws of the State of Florida govern the validity, enforcement, and interpretation of this Agreement. The sole jurisdiction and venue for any legal action in connection with this Agreement will be in the courts of Seminole

County, Florida.

Section 26. Compliance with Laws and Regulations. In providing all services pursuant to this Agreement, MEDICAL DIRECTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provision of such services, including those now in effect and subsequently adopted. Any violation of these statutes, ordinances, rules, or regulations will constitute a material breach of this Agreement and will entitle COUNTY to terminate this

Agreement immediately upon delivery of written notice of termination to MEDICAL DIRECTOR.

MEDICAL DIRECTOR also agrees to execute Exhibits F-H as required by state and federal law.

mailto:RHOOPER@SEMINOLECOUNTYFL.GOV

Section 27. Notices. Whenever either party desires to give notice to the other, it must be given by written notice sent by certified United States mail, return receipt requested addressed to the party for whom it is intended at the place last specified and the place for giving of notice will remain such until it has been changed by written notice in compliance with the provisions of this

Section. For the present, the parties designate the following as the respective places for giving of notice:

For COUNTY:

Seminole County Fire Department 150 Eslinger Way Sanford, FL 32773

With a copy to:

Seminole County Purchasing & Contracts Division 1301 E. Second Street Sanford, FL 32771

For MEDICAL DIRECTOR:

Section 28. Rights At Law Retained. The rights and remedies of COUNTY provided under this Agreement are in addition to any other rights and remedies provided by law.

Section 29. Headings and Captions. All headings and captions contained in this

Agreement are provided for convenience only, do not constitute a part of this Agreement, and may not be used to define, describe, interpret or construe any provision of this Agreement.

Section 30. E-Verify System Registration.

(a) MEDICAL DIRECTOR must register with and use the E-Verify system to verify the work authorization status of all new employees prior to entering into this Agreement with

COUNTY. If COUNTY provides written approval to MEDICAL DIRECTOR for engaging with or contracting for the services of any subcontractors under this Agreement, MEDICAL

DIRECTOR must require certification from the subcontractor that at the time of certification, the subcontractor does not employ, contract, or subcontract with an unauthorized alien. MEDICAL

DIRECTOR must maintain a copy of the foregoing certification from the subcontractor for the duration of the agreement with the subcontractor.

(b) If COUNTY has a good faith belief that MEDICAL DIRECTOR has knowingly violated this Section, COUNTY shall terminate this Agreement. If COUNTY terminates this

Agreement with MEDICAL DIRECTOR, CONTRACTOR may not be awarded a public contract for at least one (1) year after the date on which this Agreement is terminated. If COUNTY has a good faith belief that a subcontractor knowingly violated this Section, but MEDICAL DIRECTOR otherwise complied with this Section, COUNTY must promptly notify MEDICAL DIRECTOR and order MEDICAL DIRECTOR to immediately terminate its agreement with the subcontractor.

(c) MEDICAL DIRECTOR shall execute and return the Affidavit of E-Verify

Requirements Compliance, attached to this Agreement as Exhibit E, to COUNTY.

IN WITNESS WHEREOF, the parties have made and executed this Agreement for the purposes stated above.

MEDICAL DIRECTOR

Witness By:

Printed Name:

Print Name

Date:

Witness

Print Name

[Balance of this page intentionally blank; signatory page continues on page 22.]

SEMINOLE COUNTY, FLORIDA

By:

Witness Printed Name:

Purchasing and Contracts Division Manager Print Name Date:

Witness

Print Name

For the use and reliance of As authorized for execution by the Board of Seminole County only. County Commissioners at its _____________, 20______, regular meeting.

Approved as to form and legal sufficiency.

County Attorney

Attachments:

Exhibit A – Scope of Services Exhibit B – Sample Purchase Order Exhibit C – Contract Pricing Exhibit D – Insurance Requirements Exhibit E – E-Verify Requirements Compliance Exhibit F- Foreign Country of Concern Attestation Exhibit G- Anti-Human Trafficking Affidavit Exhibit H- Americans with Disabilities Act Affidavit

Exhibit “A” Scope of Services

Medical Director Services Agreement

I. COORDINATION AND OVERSIGHT

A. The Medical Director shall report to the County Manager regarding areas of County wide concern and shall provide reports to the Board of County Commissioners on matters as determined by the County Manager.

B. The Medical Director shall report to the Director (Seminole County Fire Chief) regarding the operational aspects of the EMS system and the administration of this Agreement.

C. For matters relating to the delivery of pre-hospital medical care within the Seminole County EMS System, the Medical Director shall coordinate with and be accountable to the Director and municipal Fire Chiefs of Seminole County.

D. The Medical Director shall be an independent contractor with no direct hospital or hospital system contractual affiliation with any hospital that Seminole County paramedics and Emergency Medical Technicians (“EMTs”), collectively referred to as “EMS Providers”, routinely transport patients to. This requirement is to avoid the perception that there is a preferred transport facility or an affiliation agreement between the Seminole County EMS System and the respective hospital facility.

II. POSITION REQUIREMENTS OF THE MEDICAL DIRECTOR

The Medical Director of the Seminole County Emergency Medical Services System shall:

A. Be a Florida licensed M.D. or D.O., pursuant to Sections 401.23 through 401.465 Florida Statutes and

Rule 64J-1.004, F.A.C. or most current version.

B. Possess a thorough understanding of pre-hospital emergency care and have 10 or more years of experience and/or specialty training in pre-hospital emergency medicine.

C. Comply with all requirements of Florida Statutes Chapter 401 and Chapter 64J-1.004 "Medical

Direction" of the Florida Administrative Code or their most current version.

D. Be available twenty-four (24) hours per day, seven (7) days per week for emergency consultations from system EMS providers. The Medical Director will be furnished with an accessible communication device, i.e. cell phone, by the Seminole County Fire Department. The cell phone must be carried by the Medical Director at all times and be available to contact the communications center immediately upon being contacted for services under this Agreement. The Medical Director must appoint a similarly qualified physician, Physician Assistant (PA) or Advanced Registered Nurse Practitioner (ARNP) to be available in the event the Medical Director is unavailable.

E. Possess proof of current registration as a Medical Director with the US Department of Justice, Drug Enforcement Administration (DEA), to provide controlled substances to an EMS provider. The DEA registration shall include each address at which controlled substances are stored, in accordance with Chapter 401, Florida Statutes, and Section 64J-1.004 (3)(c), F.A.C., as may be amended copies of the Medical Director's license and registrations must be provided to Seminole County and each municipality with a fire department within Seminole County (“Agency or Agencies”).

F. Work a minimum of 18 office/field hours per week in quality improvement (QI) activities, meetings, testing, parameter development/revision, field observation and system monitoring.

G. Submit pre-hospital care contemplated changes or parameter revisions that could result in significant capital expense, change in procedures or additional training costs to the Fire Chiefs Executive Group for approval prior to implementation.

H. Provide, at a minimum, verbal quarterly EMS System performance reports to the Fire Chiefs Executive Group that include the following:

1. Field observation of EMS Providers performing patient care at a minimum of eight (8) incidents per month.

2. Visit and interact with EMS Providers, hospital emergency department staff and other public safety personnel for quality improvement and/or education purposes at least three (3) times per month.

I. Provide monthly activity reports, either verbally or by written minutes through the EMS Group and/or the Quality Council, to the Fire Chiefs Executive Group detailing activities related to the EMS System.

J. Attend monthly meetings of the EMS Quality Council, EMS Group of Seminole County and other meetings, as requested or deemed in the best interest of the Seminole County EMS System by the Fire Chiefs Executive Group.

K. Provide medical oversight for Community AED Program including County, Municipal and Law Enforcement participants.

L. In coordination with the Fire Chiefs Executive Group, regularly schedule face-to-face meetings with EMS Providers to include the following topics:

1. Identification of problem areas.

2. Individualize education and quality improvement.

3. New protocol development.

4. System-wide education and quality improvement.

5. Disaster preparedness.

6. Review of medical equipment, medications, and supplies.

7. System monitoring.

8. Conflict resolution.

M. Provide an illustrative overview (organizational chart) of the Office of the Medical Director with an accompanying written plan to address succession/continuity of operations.

III. RESPONSIBILITIES OF THE MEDICAL DIRECTOR

The Medical Director shall:

A. Supervise and assume direct responsibility for the medical performance of EMS Providers operating for the EMS System pursuant to Section 401.265, Florida Statutes, and any other applicable statute or rule.

B. Provide consultation to County Management and Directors regarding medical issues that may impact Seminole County, i.e. pandemics, general health/medical issues, mental health initiatives, infection control programs, and medical grant funding etc.

C. Serve as a spokesperson for the office of the Medical Director and County when directed by the County Manager.

Inquiries from the media to the Medical Director concerning issues that are related to the performance of the Medical Director’s responsibilities or the EMS System, shall be referred to the Seminole County Communications Team in a timely fashion to coordinate a response.

D. Assume direct responsibility for the clinical activities of all EMS Providers performing in the EMS System.

E. Discharge all duties in accordance Section 401.265, Florida Statutes and Section 64J-1.004, F.A.C., as may be amended.

F. Be actively involved in the Florida Association of EMS Medical Directors and attend at least two (2) meetings per year.

G. Present a minimum of four (4) Medical Director updates per year to EMS Providers operating under their direction.

H. Provide consultation regarding EMS issues to the Fire Chiefs and Agency supervisors and field personnel, as requested. Consultations that are non-emergent in nature should be conducted during normal business hours, i.e., Monday through Friday 0800-1700 hrs.

I. Provide continuous twenty-four (24) hours per day, seven (7) days per week emergency consultations from EMS System providers and "on-line" medical direction to personnel, when requested.

J. Assist in the resolution of problems involving the delivery of pre-hospital care and other emergency medical services in accordance with Florida Statutes Chapter 401 and 64J-1.004 of the Florida

Administrative Code, as may be amended.

K. When requested by an Agency, evaluate, monitor and provide conflict resolution for hospital emergency department diversions and delays in patient care transfers.

L. Chair the EMS Quality Council and facilitate discussions with emergency physicians, physician specialists, surgeons, trauma specialists, physician assistants, nurse practitioners, nursing staff and other ancillary medical personnel to provide input in the continued enhancement of the EMS System.

M. Periodically, on an as needed basis, review, recommend, and/or authorize medical telecommunication protocols for the Seminole County Fire Department Emergency Communications Center.

IV. PRACTICE PROTOCOLS

A. Develop and revise the pre-hospital care practice protocols as needed for the EMS System. The practice protocols shall be revised as necessary to maintain clinical currency and a complete review performed a minimum of every two years.

B. Develop medically correct standing protocols which permit ALS and BLS procedures when communication cannot be established with the Medical Director, or designee, or when any delay in patient care would potentially threaten the life or health of a patient in accordance with 64J-1.004, Florida Administrative Code, as may be amended.

C. Develop or revise practice protocols in a manner that considers patient care first.

D. Submit new, revised and additional protocols that will result in a significant capital expense, change in budgeted funds or inherent additional training costs for the Agencies to the Fire Chiefs Executive Group for approval prior to implementation.

E. Ensure that all EMS Providers are trained in the use of the Trauma Scorecard Methodology, as provided in Section 64J-2.004 F.A.C. for adult patients and Section 64J-2.005 F.A.C. for pediatric patients.

F. Develop and revise Trauma Transport Protocols (TIP) in accordance with Section 64J-1.004(4)(i), F.A.C., when necessary or as required by the Florida Bureau of EMS. The TTPs must be submitted as required to the Florida Bureau of EMS for approval.

G. Draft for distribution memorandums related to changes that may have potential to create system level impacts.

H. Establish and maintain listing(s) of initial receiving facilities and transport criteria in compliance with State and Federal regulations, and in consultation with the Fire Chief or designee.

V. CONTINUOUS QUALITY ASSURANCE/ QUALITY IMPROVEMENT

A. In conjunction with Agencies’ management, develop and establish an EMS Quality Assurance/ Quality

Improvement Program (“QA/QI Program”) in accordance with Section 401.265(2), Florida Statutes, and Section 64J-1.004 (4) (b), F.A.C., as may be amended.

B. The QA/QI Program developed by the Medical Director shall require each Agency to implement and maintain a process for the review of EMS patient care reports and clinical performance within its own Agency. The Medical Director shall oversee each Agencies’ quality improvement activities to ensure consistency with EMS System standards, applicable statutes, and accepted practices and protocols in pre-hospital emergency medicine. The Medical Director shall coordinate with the Fire Chiefs from each Agency directly for development, oversight and implementation of the QA/QI Program on an individual Agency level.

C. The Medical Director shall audit the performance of EMS Providers through the QA/QI Program by review of patient care records, direct observation, comparison of performance standards for drugs, equipment, system protocols and procedures.

D. Establish internal and external benchmarks of key performance measures as pertain to patient outcomes.

E. In conjunction with management designee appointed by the Fire Chief, the Medical Director or similarly qualified persons designated by the Medical Director, shall work a minimum of 10 hours weekly to review EMS System patient care reports, for the purpose of quality improvements in patient care, documentation and identification of any and all deviations from EMS System practice protocols.

F. In conjunction with the Agencies, periodically communicate with the hospital emergency departments to exchange information and review the quality of care provided by the EMS System.

VI. CONTINUING EDUCATION/TRAINING PROGRAM

The Medical Director shall be responsible for ensuring the quality of the Continuing Medical Education (CME) training provided to EMS Providers by:

A. Complying with all applicable requirements of Section 64J-1.004(4), F.A.C.

B. Reviewing and approving all curriculum and courses for continuing education units (CEU) prior to the

EMS Providers being trained.

C. Participating in classroom teaching or review of student performance, a minimum or four (4) hours per month in accordance with Section 64J-1.004 (4)(f) F.A.C., as may be amended.

D. Actively participating in the development of EMS training programs by identifying educational topics, presenting lectures and…