05/08/2019 Health Care Services Agreement Kevin MIadok, cpA
Clerk of the Circuit Court& Comptroller-.. Monroe County, Florida
�a'Texe taUm+°y�..
DATE: May 9, 2019
TO: Kathy Peters, CP
County Attorney's Office
FROM: Pamela G. Hancock, D.C.
SUBJECT: May 8fh BOCC Meeting
Attached are electronic copies of Item F1, Healthcare Services Agreement with
Fishermen's Health, Inc. for the use of ad valorem taxes levied through the Middle Keys Health
Care Municipal Service Taxing Unit; and the Business Associate Agreement with Fishermen's
Health, Inc.
Should you have any questions,please feel free to contact me at (305) 292-3550. Thank
you.
cc: County Administrator
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
50�0 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-2801-6027 305-852-7145 305-852-7145
HEALTHCARE SERVICES AGREEMENT
THIS HEALTHCARE SERVICES AGREEMENT (this "Agreement") is entered into
this �',�t,day of May, 2019 (the "Effective Date"), by and between FISHERMEN'S HEALTH,
INC., a Florida not-for-profit corporation ("Fishermen's"), and MONROE COUNTY, a
political subdivision of the State of Florida ("County"). Fishermen's and County each are called
a"Party," and together are called the"Parties."
RECITALS
WHEREAS, County has created the Middle Keys Health Care Municipal Services
Taxing Unit(the"MSTU")pursuant to Ordinance No. 012-2018 (the "Ordinance"),to ensure the
availability of hospital services within the area covered by the MSTU (the "MSTU Area") by
financially supporting the delivery of hospital services to patients who are unable to pay the full
costs of such services; and
WHEREAS, the City of Marathon and the City of Key Colony Beach have consented by
ordinances adopted by their respective municipalities to be included within the MSTU; and
WHEREAS, the Ordinance authorizes County to levy and collect taxes within the
MSTU Area, and to enter into contractual obligations to accomplish the MSTU's purpose; and
WHEREAS, Fishermen's is controlled by Baptist Health South Florida,Inc.; and
WHEREAS, Fishermen's is currently operating Fishermen's Community Hospital (the
"Hospital"), a critical access hospital consisting of a temporary modular facility within the
MSTU Area and serving the healthcare needs of citizens of and visitors to the MSTU Area; and
WHEREAS, Fishermen's is committed to constructing a permanent hospital facility
within the MSTU Area at a cost of approximately Forty Million Dollars ($40,000,000.00); and
WHEREAS, the Parties desire to enter into this Agreement to provide for reimbursement
to Fishermen's for inpatient and outpatient hospital services provided to Eligible Individuals, as
defined below, at the Hospital from ad valorem taxes collected by the MSTU; and
WHEREAS, County is willing to provide funding to Fishermen's for its costs of
providing healthcare services, directly or through one or more affiliates, within the MSTU Area
(the "Services"), to individuals (1) who are indigent, meaning that their gross annual household
incomes are less than or equal to 200% of the Federal Poverty Guidelines for Florida and less
than or equal to $75,000; (2) who are not enrolled in the Medicare Program or covered by
commercial insurance, a commercial health maintenance organization, third party liability, or a
self-funded employer plan, but who may be enrolled in the Medicaid Program or covered by a
Medicaid health maintenance organization or Medicaid insurance plan; and (3) whose charges
for the Services are reduced, or waived in their entirety, by Fishermen's based on their ability to
pay("Eligible Individuals"), in accordance with the terms and conditions of this Agreement; and
114699724.16
WHEREAS, County has determined that it is consistent with the terms of the Ordinance
and is otherwise in the best interest of the health, safety, and welfare of the citizens and
taxpayers within the MSTU Area to enter into this Agreement; and
WHEREAS, County has approved the signing of this Agreement at a duly noticed
meeting of its Board of County Commissioners at which a quorum was present.
OPERATIVE TERMS
NOW, THEREFORE, in consideration of the mutual promises set forth and other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 "Account"has the meaning set forth in Section 5.2.
1.2 "Agreement"has the meaning set forth in the opening paragraph above.
1.3 "AHCA"means the Florida Agency for Health Care Administration.
1.4 "Annual Costs" means all Quarterly Costs accrued by Fishermen's during a
Contract Year.
}
1.5 "Clerk" has the meaning set forth in Section 3.4.
1.6 "Commencement Date" shall mean October 1, 2019.
1.7 "Contract Year" means (a) the one-year period beginning on the
Commencement Date; (b) each successive one-year period thereafter during the Term; and (c) if
this Agreement expires or is terminated prior to the end of a one-year period described in clause
(a) or (b) of this definition, the partial year commencing with the beginning of such period and
ending on the date of expiration or termination of this Agreement.
1.8 "Contract Quarter" means (a) each three-month period during a Contract Year,
with the first such period beginning on the first day of such Contract Year; and (b) if this
Agreement expires or is terminated prior to the end of a three-month period described in clause
(a) of this definition, the partial three-month period commencing with the beginning of such
period and ending on the date of expiration or termination of this Agreement.
1.9 "County" has the meaning set forth in the opening paragraph above.
1.10 "County Budget Director"has the meaning set forth in Section 3.4.
1.11 "Custodian" has the meaning set forth in Section 8.1.
1.12 "Effective Date" has the meaning set forth in the opening paragraph above.
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1.13 "Eligible Individual" has the meaning set forth in the Recitals.
1.14 "Federal Poverty Guidelines" are the standard of the same name issued annually
by the Department of Health and Human Services, which is used to determine eligibility for
certain federal government programs and benefits.
1.15 "Fishermen's"has the meaning set forth in the opening paragraph above.
1.16 "Governmental Authority" means any government, or any agency, bureau,
board, commission, court, department, political subdivision, tribunal, special district, or other
instrumentality of any government,whether federal, state, or local.
1.17 "HIPAA"has the meaning set forth in Section 9.1.
1.18 "Hospital" has the meaning set forth in the Recitals.
1.19 "Included Records"has the meaning set forth in Section 8.1.
1.20 "Law" means any constitutional provision, law, statute, rule, regulation, code,
ordinance, binding resolution, order, ruling, policy, or directive adopted or issued by any
Governmental Authority.
1.21 "MAC"means Fishermen's Medicare Administrative Contractor.
1.22 "MSTU" has the meaning set forth in the Recitals.
1.23 "MSTU Area"has the meaning set forth in the Recitals.
1.24 "Ordinance" has the meaning set forth in the Recitals.
1.25 "Party" or"Parties"has the meaning set forth in the opening paragraph above.
1.26 "Person" means any individual, corporation, trust, limited liability company,
general partnership, limited partnership, limited liability partnership, association, joint stock
association, joint venture, firm, business trust, land trust, cooperative, foreign association, or
similar legal organization.
1.27 "Quarterly Costs" means the aggregate costs accrued by Fishermen's as a result
of providing the Services to Eligible Individuals during a Contract Quarter, less any Third Party
Payments received by Fishermen's during the same Contract Quarter. "Quarterly Costs"shall be
construed broadly to include any and all direct and indirect costs that reasonably relate to the
provision of the Services to Eligible Individuals, including overhead, administrative, and home
office costs as generally defined by Medicare reasonable cost principles at 42 C.F.R. Part 413.
For purposes of determining the funding available to Fishermen's under this Agreement,
however, the cost for services to Eligible Individuals shall be determined using the most current
interim rates established by the MAC pursuant to 42 C.F.R Part 413, Subpart E, §413.64(a),
typically established as a per diem rate for routine inpatient care, and as a percentage of charges
for inpatient ancillary services and general outpatient services. Such interim rates, as updated by
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the MAC from time to time, shall be deemed the final determination of "Quarterly Costs,"
without any retrospective settlement for reconciliation to actual costs, as is done for Fishermen's
Medicare reimbursement determination. In the case of an Eligible Individual whose charges are
reduced, but not waived in their entirety, by Fishermen's, only the percentage of Fishermen's
costs that is directly proportional to the percentage by which the Eligible Individual's charges
were reduced by Fishermen's shall be included in the calculation of Quarterly Costs.
1.28 "Request"has the meaning set forth in Section 3.4.
1.29 "Services"has the meaning set forth in the Recitals.
1.30 "Term"has the meaning set forth in Section 7.1.
1.31 "Third Party Payor" means any individual, entity, or program (other than
County and this Agreement) that is, or may be, obligated to pay for all or a part of the Services
provided to Eligible Individuals, including, without limitation, any workers' compensation
carrier, tortfeasor, insurer of a tortfeasor, or government entity, including, without limitation, the
Medicaid program or Medicaid health maintenance organizations or Medicaid insurance plans.
1.32 "Third Party Payment" means any funds paid by a Third Party Payor to or for
the benefit of Fishermen's, whether by contract, court judgment, settlement agreement, or other fl
arrangement, with respect to Fishermen's provision of the Services to Eligible Individuals.
•
ARTICLE II
FISHERMEN'S REPRESENTATIONS ANI)WARRANTIES
In order to induce County to enter into this Agreement, Fishermen's makes the following
representations and warranties to County, each of which shall survive the execution and delivery
of this Agreement, and will be and remain true and correct at all times:
2.1 Lawful Existence. Fishermen's is a Florida not-for-profit corporation validly
existing under the Laws of the State of Florida and duly authorized to operate in the State of
Florida; it has full power and capacity to own its properties, to carry on its business as presently
conducted by it, and to enter into the transactions contemplated by this Agreement.
2.2 Authorized Action. Fishermen's execution, delivery and performance of this
Agreement have been duly authorized by all necessary individual, partnership, corporate and
legal actions, and do not and will not conflict with or constitute a default under any indenture,
agreement, or instrument to which Fishermen's is a party or by which Fishermen's may be bound
or affected.
2.3 No Pending Proceedings. Except as otherwise previously or concurrently >:
disclosed to County in writing, there are no actions, suits or proceedings now pending or (to the
best of Fishermen's knowledge) now threatened against or affecting Fishermen's or its property
before any court of Law or equity or any administrative board or tribunal or before or by any
Governmental Authority.
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2.4 Valid and Binding Obligation. This Agreement constitutes the valid and
binding obligation of Fishermen's, enforceable against Fishermen's, and its successors and
assigns, in accordance with their respective terms, subject to bankruptcy, insolvency, and other
similar Laws affecting the rights of creditors generally.
2.5 Performance of Duties. Fishermen's, intending to be legally bound, hereby
promises to County the due and punctual observance, performance, and discharge of any and all
obligations of Fishermen's contained in this Agreement.
ARTICLE III
FISHERMEN'S OBLIGATIONS
3.1 Construction of Permanent Hospital Facility. Fishermen's intends to construct
a permanent hospital facility in Marathon, Florida on approximately the schedule set forth in
Exhibit A. Fisherman's understands that, as provided in Section 5.4, prior to completion of
construction, ongoing construction of a permanent hospital facility on approximately the
schedule set forth in Exhibit A is a condition to receipt of the payments set forth in Section 5.3.
3.2 Provision of Services to Eligible Individuals. During the Term, Fishermen's
shall provide the Services to Eligible Individuals.
3.3 Third Party Payments. Fishermen's shall make reasonable efforts to ascertain
whether each Eligible Individual is eligible for any Third Party Payment with respect to the
Services provided by Fishermen's to such Eligible Individual and, if so, Fishermen's shall use
reasonable efforts to recover from the applicable Third Party Payor the amount of such Third
Party Payment before looking to County for reimbursement for the Services.
3.4 Requests for Reimbursement. After the last day of each Contract Quarter,
Fishermen's shall give notice to the Monroe County Budget Director ("County Budget
Director") of its request for payment of its Quarterly Costs for the immediate prior Contract
Quarter (each a "Request"), which Request shall be in a form reasonably satisfactory to the
County Budget Director and the Monroe County Clerk of Court (the "Clerk"), and shall state,
with respect to each Eligible Individual who (a) received Services from Fishermen's during the
applicable Contract Quarter, (b) received Services from Fishermen's during a previous Contract
Quarter and was determined by Fishermen's to be an Eligible Individual during the applicable
Contract Quarter, or (c) received Services from Fisheiiiren's during a previous Contract Quarter
and Fishermen's received a Third Party Payment during the applicable Contract Quarter:
• Date of Service
• Unique Patient Identifier
• Patient Zip Code
• General Description of Services Provided
• Total Cost of Services Provided
• Efforts to Obtain Third Party Payments
• Third Party Payments Received
• Net Amount Due to Fishermen's
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Fishermen's shall make reasonable efforts not to request duplicate payments from County
for any Services furnished to Eligible Individuals, and County shall not be required to make
duplicate payments for any such Services. Fishermen's shall submit its Request for the final
Contract Quarter no sooner than ninety (90) days, and no later than one hundred and eighty(180)
days, after the expiration or termination of this Agreement. Fishermen's Request for the fmal
Contract Quarter shall include Third Party Payments received during the final Contract Quarter
or within ninety(90) days after the expiration or termination of this Agreement.
3.5 Compliance with Laws. In performing all of its obligations contained in this
Agreement, Fishermen's shall at all times comply with federal, state, and local Laws.
ARTICLE IV
COUNTY'S REPRESENTATIONS AND WARRANTIES
In order to induce Fishermen's to enter into this Agreement, County makes the following
representations and warranties to Fishermen's, each of which shall survive the execution and
delivery of this Agreement, and will be and remain true and correct at all times:
4.1 Lawful Existence. County is a political subdivision of the State of Florida, duly
organized and validly existing under the Laws of the State of Florida. County has full power and
capacity to carry on its business as presently conducted by it, and to enter into the transactions F
contemplated by this Agreement.
4.2 Authorized Action. County's execution, delivery, and performance of this
Agreement have been duly authorized by all necessary legal actions and do not and will not
conflict with or constitute a default under any indenture, agreement, or instrument to which
County is a party or by which County may be bound or affected.
4.3 Valid and Binding Obligation. This Agreement constitutes the valid and
binding obligation of County, enforceable against County, and its successors and assigns, in
accordance with their respective terms, subject to bankruptcy, insolvency, and other similar
Laws affecting the rights of creditors generally.
4.4 Performance of Duties. County, intending to be legally bound, hereby promises
to County the due and punctual observance, performance, and discharge of any and all
obligations of County contained in this Agreement.
ARTICLE V
COUNTY OBLIGATIONS
5.1 Bond Validation. If County files a bond validation proceeding, pursuant to
chapter 75, Florida Statutes, arising out of or relating to this Agreement, County shall make all
reasonable efforts to obtain a prompt fmal judgment from the trial court validating this
Agreement. If this Agreement is invalidated by the trial court, County shall make reasonable
efforts to appeal the final judgment. If a final judgment invalidating this Agreement is affirmed
on appeal, and no further appeal is available,this Agreement shall be void ab initio.
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5.2 Levy of Taxes. On an annual basis, commencing on the Effective Date, County
intends, but is not obligated, to levy sufficient taxes to pay (a) all anticipated payments under
Section 5.3 for the next Contract Year, plus (b) the amount of Annual Costs that remain unpaid
for one or more prior Contract Years. Fishermen's may submit to County, and County shall
consider, but is not bound by, an estimate of Fishermen's Annual Costs for each Contract Year.
County shall deposit and hold any tax funds collected pursuant to the Ordinance in a separate
fund or account (the "Account") from other County funds. This Agreement is subject to annual
appropriation by the Board of County Commissioners.
5.3 Payments. County shall review any Request submitted by Fishermen's pursuant
to Section 3.4 within thirty (30) days of receipt. Within ten(10) days after the expiration of such
thirty (30) day period, County Budget Director shall notify Fishermen's if any deficiencies are
present, and otherwise shall notify the Clerk to make payment to Fishermen's in the amount of
the Quarterly Costs for the applicable Contract Quarter, plus the amount of Quarterly Costs that
remain unpaid for one or more prior Contract Quarters; provided,however,that (a) each payment
shall be limited to the balance of funds collected by County and maintained in the Account, and
(b) the total amount of all payments to Fishermen's during the Term shall not exceed Fifteen
Million Dollars ($15,000,000). Pursuant to section 218.74(2), Florida Statutes, the Clerk shall
make payment within forty-five (45) days after receiving such a request from County Budget
Director, upon presentation of a proper invoice in a form acceptable to the Clerk. The Clerk
shall make the payment to Fishermen's by check, to an address, routing number, and account t
number supplied to County by Fishermen's. The payments are solely to pay for the overall
public benefit served by Fishermen's provision of the Services. Nothing in this Agreement shall
be construed to create any right, interest, or claim for Eligible Individuals, or to impose any
liability on County or Fishermen's except as provided under this Agreement.
5.4 Payments Prior to Completion of Construction. County Budget Director shall
not be required to notify the Clerk to make payment to Fishermen's prior to completion of the
construction of a permanent hospital facility by Fisheiinen's, if the construction is not
proceeding on approximately the schedule set forth in Exhibit A. If County Budget Director
does not notify the Clerk to make payment to Fishermen's pursuant to this Section 5.4, County
Budget Director shall, within ten (10) days after County Budget Director becomes aware that the
construction is back on approximately the schedule set forth in Exhibit A, or is completed,
notify the Clerk to make payment to Fisherman's.
5.5 Compliance with Laws. In performing all of its obligations contained in this
Agreement, County shall at all times comply with federal, state, and local Laws.
ARTICLE VI
INDEMNIFICATION
Fishermen's shall indemnify and hold harmless County, and its officers, employees,
directors, agents, contractors, consultants, and attorneys, from third party liabilities, damages,
losses, and costs, including, but not limited to, reasonable attorneys' fees and court costs at all
trial and appellate levels, to the extent caused by the negligence, recklessness, or intentional
wrongful misconduct of Fishermen's and Persons employed or utilized by Fishermen's in the
performance of this Agreement. This Article VI shall survive the expiration or termination of
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this Agreement, or any portion of it. Nothing in this Article VI constitutes (1) a waiver of
County's sovereign immunity or the liability limits stated in section 768.28, Florida Statutes; or
(2) consent by County to be sued by any third party in any matter arising out of this Agreement.
ARTICLE VII
TERM AND TERMINATION
7.1 Term. Except as expressly stated herein, the "Term" shall mean that period
beginning on the Commencement Date and ending ten(10)years after the Commencement Date.
7.2 Termination.
(a) Mutual Agreement. This Agreement may be terminated at any time
upon the signed, written agreement of the Parties.
(b) Change in Law. If there is a change in Law that materially and
adversely affects the legal relationship or financial arrangement between the Parties under this
Agreement, the Parties shall negotiate in good faith to amend this Agreement so as to eliminate
such material and adverse effect. If the Parties have not signed and delivered an amendment to
this Agreement during the six (6) month period after such change in Law occurs, either Party
may terminate this Agreement by giving the other Party a notice of termination, in which event
this Agreement shall terminate thirty(30) days after the notice of termination has been given.
(c) Material Breach. If either Party is in material breach of this
Agreement, the other Party may give the breaching Party notice of such material breach. If the
breaching Party has not cured such breach within one-hundred twenty (120) days (or thirty (30)
days in the case of a breach by County for the failure to make a payment required under Article
III) after the notice of breach has been given to the breaching Party,the non-breaching Party may
terminate this Agreement by giving thirty (30) days' prior notice to the breaching Party, and this
Agreement shall terminate at the end of such thirtieth(30th) day.
(d) Discontinuance of Operation of Hospital. This Agreement shall
terminate immediately if Fishermen's permanently ceases to operate the Hospital.
ARTICLE VIII
RECORDS AND AUDITS
8.1 Records. County acknowledges that(a) Fishermen's is a private corporation; and
(b) pursuant to section 119.071(3)(a), Florida Statutes, Fishermen's is not required to respond to
requests for public records directed by third parties to Fishermen's. If,however, County receives
a request for public records directly and specifically relating to Fishermen's performance under
this Agreement ("Included Records"), and County does not possess the requested Included
Record, the County Custodian of Public Records identified below (the "Custodian") shall
immediately notify Fishermen's of the request, and Fishermen's shall provide the requested
Included Record to the Custodian within a reasonable time. Fishermen's shall provide Included
Records stored electronically to the Custodian in a format compatible with County's information
technology systems. Fishermen's shall ensure that Included Records that are exempt, or
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confidential and exempt, from chapter 119, Florida Statutes are not disclosed except as
authorized by Law. Fishermen's shall keep and maintain such Included Records, in accordance
with generally accepted accounting principles, during the Term and for a period of five (5) years
after the expiration or termination of this Agreement, and otherwise shall continue to comply
with this Section 8.1 during such five (5) year period. IF FISHERMEN'S HAS
QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES TO FISHERMEN'S DUTY TO PROVIDE INCLUDED
RECORDS RELATING TO THIS AGREEMENT, FISHERMEN'S SHALL
CONTACT THE CUSTODIAN AT (305) 292-3470, Bradley-
brian(&monroecounty-fl.gov, C/O MONROE COUNTY ATTORNEY'S OFFICE,
1111 12th STREET, SUITE 408, KEY WEST, FLORIDA 33040.
8.2 Audit. Either Party may, during usual business hours after reasonable notice to
the other Party, and at requesting Party's sole expense, audit, examine, and make copies of
records directly and specifically relating to the other Party's performance under this Agreement;
provided, however, that a Party may not, conduct such an audit more than twice per Contract
Year. If County fords that any payments to Fishermen's pursuant to section 5.3 were not earned
through the provision of Services to Eligible Individuals during the Term, County promptly shall
notify Fisherman's. If Fishermen's agrees in writing, or it is established by a non-appealable
fmal judgment of a court of competent jurisdiction,that any payments to Fishermen's pursuant to
Section 5.3 were not earned through the provision of Services to Eligible Individuals during the
Term, Fishermen's promptly shall refund County, together with interest calculated pursuant to
section 55.03,Florida Statutes,running from the date the funds were paid to Fishermen's.
ARTICLE IX 1
GENERAL PROVISIONS
9.1 HIPAA and the HITECH Act. To the extent applicable to this Agreement, the
Parties shall comply with the Health Insurance Portability and Accountability Act of 1996 and its
implementing regulations, including, without limitation, the Standards for Electronic
Transactions and Code Sets (45 CFR Parts 160 and 162), the Standards for Privacy of
Individually Identifiable Health Information(45 CFR Parts 160 and 164), the Security Standards
for the Protection of Electronic Protected Health Information (45 CFR Parts 160 and 164), and
such other regulations that may, from time to time, be promulgated thereunder, including,
without limitation, amendments to such Laws pursuant to the Health Information Technology for
Economic and Clinical Health Act (part of the American Recovery and Reinvestment Act of
2009),and'the regulations promulgated thereunder(collectively, "HIPAA"). Neither Party shall
use or disclose any Protected Health Information or Individually Identifiable Health Information,
as defined at 45 CFR § 160.103, other than as is permitted from time to time under HIPAA. The
Parties have entered into a Business Associate Agreement pursuant to HIPAA, with Fishermen's
as the Covered Entity and County as the Business Associate.
9.2 Relationships of Parties. Nothing contained in this Agreement shall be deemed
to create the relationship of principal and agent, partnership, or joint venture. The relationship
between the Parties under this Agreement is solely that of independent contracting parties.
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9.3 Rights and Remedies. Upon any breach of this Agreement, which has not been
cured within the applicable cure period set forth in Section 7.2(c), in addition to any remedies set
forth in this Agreement, the non-breaching Party shall be entitled to all legal and equitable
remedies.
9.4 Attorneys' Fees and Expenses. In the event of any dispute arising out of or P
relating to this Agreement, the prevailing Party shall be entitled to recover from the other Party
the prevailing Party's legal fees and expenses including, without limitation, such fees and
expenses incurred before or during trial, on appeal, or in bankruptcy proceedings.
9.5 Notices. All notices or communications required or permitted hereunder shall be
in writing, and shall be delivered personally, delivered by a recognized courier service, or sent by
certified or registered mail, return receipt requested, postage prepaid, in any such case as
follows:
If to County: Monroe County Administrator
Gato Building
1100 Simonton Street
Key West, Florida 33040
With a copy(which shall Monroe County Attorney .
not constitute notice)to: 111 12th Street
Suite 408
Key West,Florida 33040
Attention: County Attorney
If to Fishermen's: Fishermen's Health, Inc.
3301 Overseas Highway
Marathon, Florida 33050
Attention: Chief Executive Officer
With a copy(which shall Baptist Health South Florida
not constitute notice)to: 6855 Southwest 57th Avenue, Suite 500
Coral Gables, Florida 33143
Attention: General Counsel
or to such other address, or to the attention of such other individual or officer, as either Party
may designate, by notice given in accordance with this Section 9.5. Notice shall be deemed to
have been given and received when delivered personally or by recognized courier, or on the fifth
day after such notice has been mailed, in accordance with this Section 9.5.
9.6 Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of each Party and its successors and permitted assigns; provided, however, that neither
Party may assign any of its rights or delegate any of its duties under this Agreement, voluntarily
or involuntarily, or by operation of Law, without the other Party's prior written consent.
Notwithstanding the foregoing, Fishermen's may assign any of its rights or delegate any of its
duties under this Agreement to an affiliate without the prior written consent of County.
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9.7 Amendment or Waiver. This Agreement may be amended, supplemented, or
modified at any time only by a written instrument duly executed by both Parties. Any provision
in this Agreement may be waived at any time by the Party that is entitled to the benefit thereof,
but only by a writing that has been signed by the Party waiving such provision, and such waiver F;
shall apply only to the extent set forth in such waiver.
9.8 Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes
the entire agreement between the Parties with respect to the subject matter hereof, and
supersedes all other prior or contemporaneous agreements, understandings, negotiations,
representations, warranties, or letters of intent, whether written and oral, between the Parties as
to the subject matter hereof. This Agreement is not intended to confer any rights or remedies
hereunder upon any Person, including, without limitation, Eligible Individuals, other than the
Parties and their successors and permitted assigns.
9.9 Headings. Headings to Articles, Sections, and Subsections herein are for
purposes of reference only, and shall not limit, define, or otherwise affect the provisions hereof.
9.10 No Inferences. This Agreement is the result of negotiations between
sophisticated parties of equal bargaining power represented by separate counsel, and no
inference in favor of or against either Party shall be drawn from the fact that any portion of this .
Agreement has been drafted by or on behalf of such Party.
9.11 Construction. Unless the context clearly indicates otherwise, the terms "herein,"
"hereunder," and"hereof," and other similar terms, shall refer to this Agreement as a whole. F
k
9.12 Severability. In the event any provision of this Agreement is held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not
affect, prejudice, or disturb the validity of the remainder of this Agreement, which shall be and
remain in full force and effect, enforceable in accordance with its terms.
9.13 Governing Law and Venue. This Agreement shall be governed by, and
construed in accordance with,the Laws of the State of Florida, without regard to its principles of
conflicts of Laws that would result in the application of the Laws of any other jurisdiction. ANY
SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR BASED UPON THIS
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE
INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA LOCATED IN
MONROE COUNTY, AND EACH PARTY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION, OR
PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE
ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION, OR
PROCEEDING IN SUCH COURT, AND IRREVOCABLY WAIVE AND AGREE NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH SUIT, ACTION, OR
PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN IMPROPER
OR INCONVENIENT FORUM.
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9.14 Waiver of Jury Trial. EACH OF THE PARTIES IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT.
9.15 Execution in Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original agreement, but all of which together F
shall constitute one and the same instrument.
r
9.16 Ethics. Both Parties agree that officers and employees of County are required to
comply with the standards of conduct for public officers and employees set forth in section
112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing
business with one's own agency; unauthorized compensation; misuse of public position;
conflicting employment or contractual relationships; and disclosure or use of certain information.
9.17 No Unauthorized Lobbying of County: Fishermen's warrants that it has not €:
employed, retained, or otherwise had act on its behalf any current or former County officer or
employee in violation of 2-149 and 2-150 of the Monroe County Code. For material breach of
this Section 9.17, County may, in addition to terminating this Agreement pursuant to Section
7.2(c), deduct from its payments under Section 5.3, or otherwise recover, the amount of any fee,
commission, percentage, gift, or consideration paid by Fishermen's to the current or former ,
County officer or employee.
9.18 No Pledging of Credit. Nothing in this Agreement or any other agreement,
document or writing may be construed as a pledge or use of County's taxing power in violation
of article VII, section 10, Florida Constitution. Fishermen's shall not pledge or use County's
credit, make County a guarantor of payment or a surety for any contract, debt, obligation, lien, F
judgment, or any other form of indebtedness, or interfere with County's budgetary discretion in
the appropriation of taxes and revenues; provided, however, that Fishermen's may provide input
to County with respect to its appropriation of taxes and revenues, consistent with this Agreement.
fi
9.19 Authority to Sign. Each signatory to this Agreement warrants that he or she has
the requisite authority to bind his or her respective entity to the rights and obligations expressed
in this Agreement.
[Intentionally Left Blank]
12
114699724.16
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,
4 x WITNESS WHEREOF, the Parties have caused this Healthcare Services Agreement
. ..=,J 1,.ed as of the Effective Date.
` ` MONROE COUNTY
.,-k; sr ! • r in Madok, CPA, Clerk
/
By: By: /
Deputy Clerk SYLVIA J. MURPHY .
Monroe County Mayor
Attest: FISHERMEN'S HEALTH,INC.
•
By: By:
// RI FREE G
Print Name: .5a lse e i dr q Chief Executive Officer
APPROVED AS TO FORM .
MONROE COUNTY ATTORNEY'S OFFICE:
'AI Digitally signed by Cynthia L.Hall
d - ,, k DN:cn=Cynthia L.Hall,o=Monroe
-c -• (L y ;County BOCC,Cu,email=hall-
. L_ f‘ 14/ Cynthia@monroecounty-fl.gov,
p : C) r --c=US -'-=,
U ;; C..). Date:2019.05.0811:05:45-04'00'
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13
114699724.16