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Item F1
F.1 G BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida.Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting May 8, 2019 Agenda Item Number: F.1 Agenda Item Summary #5367 BULK ITEM: Yes DEPARTMENT: County Attorney's Office TIME APPROXIMATE: STAFF CONTACT: Cynthia Hall (305) 292-3470 No AGENDA ITEM WORDING: Approval of 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; also, approval of Business Associate Agreement with Fishermen's Health, Inc. ITEM BACKGROUND: In July 2018, the Board of County Commissioners approved Ordinance No. 012-2018 creating the Middle Keys Health Care Municipal Service Taxing Unit(MSTU), to fund indigent health care at Fishermen's Hospital in Marathon. The stated purpose of the Ordinance was to ensure the availability of health care services within the taxing unit by financially supporting the delivery of hospital services to patients who are unable to pay the full cost of services. The ordinance authorized the BOCC to levy ad valorem taxes within the MSTU, for a maximum of ten (10)years, up to one half of one mill (0.00050) on assessed valuation of taxable real property. Total dollars to be collected are estimated at $15 million, depending on future property values. Section 1 of the Ordinance states that the levy, collection and disbursement of taxes is contingent upon the occurrence of all of the following: (a) adoption by the BOCC of the ordinance; (b) adoption of ordinances consenting to the inclusion in the taxing unit of the municipalities of City of Marathon and City of Key Colony Beach as required by F.S. 125.01(1)(q); (c) approval of an agreement between Monroe County and Fishermen's, or another future hospital operator, setting forth the terms and conditions by which the ad valorem taxes will be paid; and (d)planning, design and construction of a new hospital within the taxing unit in accordance with construction milestones set forth in the agreement between the County and Fishermen's. This agenda item asks for approval of the agreement between the County and Fishermen's. The key points of the agreement are the following: • The County retains discretion to decide each year whether to levy the taxes (and how much). • Fishermen's can turn into quarterly requests for reimbursement, but only up to the fund balance at the time and up to $15 million total. Packet Pg. 390 F.1 • The reimbursements are for Fishermen's costs of providing indigent health care services during the quarter covered by the reimbursement request. The term "indigent" is defined as someone with annual household income at 200% of federal poverty guidelines, not receiving Medicare(but can be on Medicaid), with a cumulative household income less than $75,000 per year, whose charges have been waived by Fishermen's. The reimbursement is the cost of health care services to the indigent, minus amounts of reimbursement received from all third-party sources by Fishermen's. • The value of the health care services come from the Medicare rate sheets. • the County's levy and payments using the funds levied is conditional upon Fishermen's building the hospital on the construction schedule shown in Exhibit A to the Agreement (supplied by Fishermen's). However, at least until the hospital is built, Fishermen's can refuse to continue with the construction unless the County levies, collects and disburses the taxes. If approved, the agreement would be effective immediately. However, the Commencement Date is defined in the agreement to mean October 1, 2019 (first day of the fiscal year in which ad valorem taxes can be collected). The first request for reimbursement would occur 90 days after the Commencement Date. The agenda item also asks for approval of a Business Associate Agreement(BAA)with Fishermen's Health. A BAA is required under HIPAA whenever parties are sharing protected health information. In this case, the requests for reimbursement that will be submitted by Fishermen's to the County will include some information about the indigent health services that were provided, to substantiate Fishermen's request for information. Although the information will not include patient names, out of an abundance of caution, the parties will sign this BAA to confirm that they will adhere to HIPAA rules in the confidential treatment and handling of this information. PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: Fishermen's - Healthcare Services Agreement 4.22.2019 Exh A, Preliminary Milestone Schedule Baptist - BAA(117792990_2) Ordinance No. 012-2018 creating MK Health Care MSTU BOCC 7 18 18 from Clerk 7 24 18 Marathon ordinance_2018-08 City of Key Colony Beach Ord 455 - 2018 Municipal Service Taxing District FINANCIAL IMPACT: Effective Date: May 22, 2019 ("Commencement Date" is 10/1/2019) Packet Pg. 391 F.1 Expiration Date: 10 years after October 1, 2019. Total Dollar Value of Contract: Approximately $15 million dollars Total Cost to County: Current Year Portion: $0 Budgeted: Yes Source of Funds: Ad valorem taxes collected through the MSTU CPI: N/A Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Yes If yes, amount: Approx. $1.5 million per year Grant: No. County Match: Insurance Required: No Additional Details: Intake of ad valorem taxes up to $15 million over 10 years and payout to Fishermen's Hospital of same amount as reimbursement for indigent health care services. REVIEWED BY: Cynthia Hall Completed 04/22/2019 5:27 PM Bob Shillinger Completed 04/26/2019 11:34 AM Budget and Finance Completed 04/29/2019 1:51 PM Maria Slavik Completed 04/29/2019 3:01 PM Kathy Peters Completed 04/30/2019 8:48 AM Board of County Commissioners Pending 05/08/2019 10:00 AM Packet Pg. 392 F.1.a HEALTHCARE SERVICES AGREEMENT THIS HEALTHCARE SERVICES AGREEMENT (this "Agreement") is entered into this 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 Z: a"Party," and together are called the "Parties." RECITALS A 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 E costs of such services; and 2 WHEREAS, the City of Marathon and the City of Key Colony Beach have consented by 0 ordinances adopted by their respective municipalities to be included within the MSTU; and 0 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 cv 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 2 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 a: providing healthcare services, directly or through one or more affiliates, within the MSTU Area I (the "Services"), to individuals (1) who are indigent, meaning that their gross annual household a incomes are less than or equal to 200% of the Federal Poverty Guidelines for Florida and less E 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 iL 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 E 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 114699724.15 Packet Pg. 393 F.1.a 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 E 0 NOW, THEREFORE, in consideration of the mutual promises set forth and other good A and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the LL 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. 0 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. cv 1.5 "Clerk" has the meaning set forth in Section 3.4. E 1.6 "Commencement Date" shall mean October 1, 2019. 1.7 "Contract Year" means (a) the one-year period beginning on the U) Commencement Date; (b) each successive one-year period thereafter during the Term; and (c) if 2 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 JA (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. A 1.9 "Coun "has the meaning set forth in the opening paragraph above. LL 1.10 "County Budget Director" has the meaning set forth in Section 3.4. c� 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. 2 114699724.15 Packet Pg. 394 F.1.a 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, E board, commission, court, department, political subdivision, tribunal, special district, or other instrumentality of any government, whether federal, state, or local. U- 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. 4- 0 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. U) 1.25 "Par " or"Parties" has the meaning set forth in the opening paragraph above. 0 a� 1.26 "Person" means any individual, corporation, trust, limited liability company, general partnership, limited partnership, limited liability partnership, association, joint stock 2 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 mA of providing the Services to Eligible Individuals during a Contract Quarter, less any Third Party a Payments received by Fishermen's during the same Contract Quarter. "Quarterly Costs" shall be E 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 LL 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, E 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 3 114699724.15 Packet Pg. 395 F.1.a 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. Z: 1.28 "Request" has the meaning set forth in Section 3.4. E 1.29 "Services"has the meaning set forth in the Recitals. A U- 1.30 "Term" has the meaning set forth in Section 7.1. 1.31 "Third Party Pavor" 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. 0 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 arrangement, with respect to Fishermen's provision of the Services to Eligible Individuals. Ir- CD ry ARTICLE II ri FISHERMEN'S REPRESENTATIONS AND WARRANTIES In order to induce County to enter into this Agreement, Fishermen's makes the following E representations and warranties to County, each of which shall survive the execution and delivery 2 of this Agreement, and will be and remain true and correct at all times: U) 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 �s Florida; it has full power and capacity to own its properties, to carry on its business as presently 2 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 a: Agreement have been duly authorized by all necessary individual, partnership, corporate and I 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 E or affected. A 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 E 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. 4 114699724.15 Packet Pg. 396 F.1.a 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 a: promises to County the due and punctual observance, performance, and discharge of any and all obligations of Fishermen's contained in this Agreement. E ARTICLE III A FISHERMEN'S OBLIGATIONS a 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 E Exhibit A. Fisherman's understands that, as provided in Section 5.4, prior to completion of 2 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. 0 3.2 Provision of Services to Eligible Individuals. During the Term, Fishermen's 0- 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, (n 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 Fishermen's during a previous Contract Quarter and Fishermen's received a Third Party Payment during the applicable Contract Quarter: JA a� • Date of Service • Unique Patient Identifier • Patient Zip Code LL • General Description of Services Provided • Total Cost of Services Provided c� • Efforts to Obtain Third Party Payments • Third Party Payments Received • Net Amount Due to Fishermen's 5 114699724.15 Packet Pg. 397 F.1.a 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 final 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. A ARTICLE IV COUNTY'S REPRESENTATIONS AND WARRANTIES In order to induce Fishermen's to enter into this Agreement, County makes the following 2 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: 0 4.1 Lawful Existence. County is a political subdivision of the State of Florida, duly 0- 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 contemplated by this Agreement. cv 4.2 Authorized Action. County's execution, delivery, and performance of this c"! 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 2 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 E COUNTY OBLIGATIONS A 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 final 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. 6 114699724.15 Packet Pg. 398 F.1.a 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 Z: fund or account (the "Account") from other County funds. This Agreement is subject to annual appropriation by the Board of County Commissioners. E 5.3 Payments. County shall review any Request submitted by Fishermen's pursuant A 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 E remain unpaid for one or more prior Contract Quarters; provided, however, that(a) each payment 2 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 0 Million Dollars ($15,000,000). A request for payment by County Budget Director to the Clerk shall be deemed a proper invoice under section 218.73(1), Florida Statutes. 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. The Clerk shall make the payment to Fishermen's by check, to an address, routing number, and account 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 U) construction of a permanent hospital facility by Fishermen'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 JA Agreement, County shall at all times comply with federal, state, and local Laws. E ARTICLE VI A INDEMNIFICATION LL 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 7 114699724.15 Packet Pg. 399 F.1.a performance of this Agreement. This Article VI shall survive the expiration or termination of 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. U- 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 4- adversely affects the legal relationship or financial arrangement between the Parties under this c 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. cv (c) Material Breach. If either Party is in material breach of this 12 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) E days in the case of a breach by County for the failure to make a payment required under Article 2 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 0 Agreement shall terminate at the end of such thirtieth (30th) day. (d) Discontinuance of Operation of Hospital. This Agreement shall 2 terminate immediately if Fishermen's permanently ceases to operate the Hospital. ARTICLE VIII as RECORDS AND AUDITS I 8.1 Records. County acknowledges that(a)Fishermen's is a private corporation; and E (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 iL 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 E 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 8 114699724.15 Packet Pg.400 F.1.a technology systems. Fishermen's shall ensure that Included Records that are exempt, or 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 Z: QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES TO FISHERMEN'S DUTY TO PROVIDE INCLUDED E RECORDS RELATING TO THIS AGREEMENT, FISHERMEN'S SHALL CONTACT THE CUSTODIAN AT (305) 292-3470, Bradley briana,monroeeountov-fl.gov, C/O MONROE COUNTY ATTORNEY'S OFFICE, 1111 12th STREET, SUITE 408, KEY WEST, FLORIDA 33040. E 8.2 Audit. Either Party may, during usual business hours after reasonable notice to 2 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; 0 provided, however, that a Party may not conduct such an audit more than twice per Contract > Year. If County finds 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 final 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. E ARTICLE IX GENERAL PROVISIONS U) 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, JA 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 E 2009), and the regulations promulgated thereunder (collectively, "HIPAA"). Neither Party shall use or disclose any Protected Health Information or Individually Identifiable Health Information, A 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. 9 114699724.15 Packet Pg.401 F.1.a 9.3 Ri2hts 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. a� 9.4 Attorneys' Fees and Expenses. In the event of any dispute arising out of or 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. LL 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 0 Key West, Florida 33040 With a copy (which shall Monroe County Attorney not constitute notice) to: 111 12th Street Suite 408 cw Key West, Florida 33040 Attention: County Attorney If to Fishermen's: Fishermen's Health, Inc. 3301 Overseas Highway U) Marathon, Florida 33050 0 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 JA r_ or to such other address, or to the attention of such other individual or officer, as either Party 0 may designate, by notice given in accordance with this Section 9.5. Notice shall be deemed to a� have been given and received when delivered personally or by recognized courier, or on the fifth A day after such notice has been mailed, in accordance with this Section 9.5. U_ 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. 10 114699724.15 Packet Pg.402 F.1.a 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. 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, Z: but only by a writing that has been signed by the Party waiving such provision, and such waiver shall apply only to the extent set forth in such waiver. E 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 E hereunder upon any Person, including, without limitation, Eligible Individuals, other than the Parties and their successors and permitted assigns. 4- 0 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. 0 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. i 9.11 Construction. Unless the context clearly indicates otherwise, the terms "herein," a "hereunder," and"hereof," and other similar terms, shall refer to this Agreement as a whole. 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 0 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 E MONROE COUNTY, AND EACH PARTY IRREVOCABLY SUBMITS TO THE A 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. 11 114699724.15 Packet Pg.403 F.1.a 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 shall constitute one and the same instrument. 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 U- 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 Lobbyin2 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, 0 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, cv document or writing may be construed as a pledge or use of County's taxing power in violation ri 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, 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. U) 0 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. � c� [Intentionally Left Blank] JA E A UM 12 114699724.15 Packet Pg.404 F.1.a IN WITNESS WHEREOF, the Parties have caused this Healthcare Services Agreement to be executed as of the Effective Date. (Seal) MONROE COUNTY Attest: Kevin Madok, CPA, Clerk By: By: Deputy Clerk SYLVIA J. MURPHY Monroe County Mayor A U- a Attest: FISHERMEN'S HEALTH, INC. E as By: By: RICK FREEBURG > Print Name: Chief Executive Officer cv N cv U) 0 a LL 13 114699724.15 Packet Pg.405 NWOH S,UOWJ04SI_q 44!M 4UOWOOJBV 10 leAOjddV) ainpeqoS 8uO4s8l!W AJeulwilOJd 'V 4x3 WM43eUV co -q CD 7 v LL Ch a. 4) ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... a. E rL P Al 0 LL LU 2 MT VI in LA. 2 rw ............................. H Za �11 H N 0 N (1 VC W c Ec C wE t iL 0. 0. F.1.c BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into on this day of May, 2019 (the "Effective Date"), by and between FISHERMEN'S HEALTH, INC., a Florida not-for-profit corporation ("Covered Entity") and MONROE COUNTY, a political subdivision of the State of Florida ("Business Associate"). RECITALS: WHEREAS, Covered Entity and Business Associate mutually desire to outline their individual responsibilities with respect to the use and/or disclosure of Protected Health Z: Information ("PHl') as mandated by the Privacy Rule promulgated under the Administrative Simplifications subtitle of the Health Insurance Portability and Accountability Act of 1996 E ("HIPAA") including all pertinent regulations issued by the U.S. Department of Health and 0 Human Services as outlined in 45 C.F.R. Parts 160, 162 and 164 ("HIPAA Privacy Rules and A Security Standards"), including as amended by the Health Information Technology for Economic and Clinical Health Act as set forth in Title XIII of Division A and Tile IV of Division B of the American Recovery and Reinvestment Act of 2009 ("HITECH Act"); and WHEREAS, Covered Entity and Business Associate understand and agree that the 0 HIPAA Privacy Rules and Security Standards require the Covered Entity and Business Associate to enter into a Business Associate Agreement, which shall govern the use and/or 4- disclosure of PHI and the security of PHI and ePHI. c 0 NOW, THEREFORE, the parties hereto agree as follows: 1. Definitions. cv i When used in this Agreement and capitalized, the following terms have the following N meanings: (a) "Breach" shall have the same meaning as the term "Breach" in 45 C.F.R. § 164.402. (b) "Designated Record Set" shall have the meaning given such term in 45 A C.F.R. § 164.501. (c) "Electronic Protected Health Information" or "ePHI" shall mean Protected Health Information transmitted by electronic media or maintained in E electronic media as defined in 45 C.F.R. § 160.103. (d) "Individual" shall have the same meaning as the term "Individual" in 45 C.F.R. §160.103 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. § 164.502(g). BOSS>Mandatory Standards>Documents>Business Associate Agreement including Security 03-2013 117792990.2 Packet Pg.407 F.1.c (e) "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information as set forth at 45 C.F.R. Part 160 and Part 164, Subparts A and E. (f) "Protected Health Information" or "PHT' shall have the same meaning as the term "protected health information" in 45 C.F.R. § 160.103, limited to the information created or received by Business Associate from or on behalf of Covered Entity. (g) "Required by Law" shall have the same meaning as the term "required by law" in 45 C.F.R. § 164.103. (h) "Secretary" shall mean the Secretary of the Department of Health and Human Services or his or her designee. a� A (i) "Security Incident" shall mean any attempted or successful unauthorized access, use, disclosure, modification or destruction of information or interference with systems operations in an electronic information system, as defined in 45 C.F.R. § 164.304. E (j) "Security Rule" shall mean the Standards for Security of PHI, including ePHI, as set forth at 45 C.F.R. Part 160 and Part 164, Subparts A and C. - (k) "Unsecured Protected Health Information" shall mean protected 0 health information that is not rendered unusable, unreadable, or indecipherable to unauthorized persons through the use of a technology or methodology specified by the Secretary, as defined in 45 C.F.R. §§ 164.402 and 164.410. Terms used but not defined in this Agreement shall have the same meaning as those terms in the HIPAA regulations. 2. Obligations and Activities of Business Associate Re2ardin2 PHI. (a) Business Associate agrees to not use or further disclose PHI other than as permitted or required by this Agreement or as Required by Law. A (b) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this Agreement. M (c) Business Associate agrees to ensure that any agents, including sub- contractors (excluding entities that are merely conduits), to whom it provides PHI agree to the same restrictions and conditions that apply to Business Associate with respect to such information. (d) Business Associate agrees to provide access, at the request of Covered Entity, and in a reasonable time and manner designated by Covered Entity, to PHI in a Designated Record Set that is not also in Covered Entity's possession, to Covered Page 2 of 10 117792990.2 Packet Pg.408 F.1.c Entity in order for Covered Entity to meet the requirements under 45 C.F.R. § 164.524. (e) Business Associate agrees to make any amendment to PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 C.F.R. § 164.526 in a reasonable time and manner designated by Covered Entity. (f) Business Associate agrees to make internal practices books and records relating to the use and disclosure of PHI available to the Secretary, in a reasonable time and manner as designated by the Covered Entity or Secretary, for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule. Business Z: Associate shall immediately notify Covered Entity upon receipt or notice of any request by the Secretary to conduct an investigation with respect to PHI received from E the Covered Entity. A LL (g) Business Associate agrees to document any disclosures of PHI that are not excepted under 45 C.F.R. § 164.528(a)(1) as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. § 164.528. E (h) Business Associate agrees to provide to Covered Entity or an Individual, in a time and manner designated by Covered Entity, information collected - in accordance with paragraph (g) above, to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 0 C.F.R. § 164.528. (i) Business Associate agrees to use or disclose PHI pursuant to the cvi request of Covered Entity; provided, however, that Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. 3. Permitted Uses and Disclosures of PHI by Business Associate. CO (a) Business Associate may use or disclose PHI to perform functions, activities or services for, or on behalf of, Covered Entity provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity. (b) Business Associate may use PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate. 2 (c) Business Associate may disclose PHI for the proper management and administration of Business Associate and to carry out the legal responsibilities of Business Associate if: (i) such disclosure is Required by Law, or Page 3 of 10 117792990.2 Packet Pg.409 F.1.c (ii) Business Associate obtains reasonable assurances from the person to whom the information is disclosed that such information will remain confidential and used or further disclosed only as Required by Law or for the purposes for which it was disclosed to the person, and the person agrees to notify Business Associate of any instances of which it is aware that the confidentiality of the information has been breached. (d) Business Associate shall limit the PHI to the extent practicable, to the limited data set or if needed by the Business Associate, to the minimum necessary to accomplish the intended purpose of such use, disclosure or request subject to exceptions set forth in the Privacy Rule. Z: (e) Business Associate may use PHI to provide Data Aggregation services E to Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B). A 4. Obligations of Covered Entity Re2ardin2 PHI. a (a) Covered Entity shall provide Business Associate with the notice of privacy practices that Covered Entity produces in accordance with 45 C.F.R. § 164.520, as well as any changes to such notice. (b) Covered Entity shall provide Business Associate with any changes in, - or revocation of, authorization by an Individual to use or disclose PHI, if such changes affect Business Associate's permitted or required uses and disclosures. 0 (c) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 C.F.R. § 164.522, if such restrictions affect Business Associate's permitted or required uses and disclosures. (d) Covered Entity shall require all of its employees, agents and representatives to be appropriately informed of its legal obligations pursuant to this Agreement and the Privacy Rule and Security Standards required by HIPAA and will o0 reasonably cooperate with Business Associate in the performance of the mutual A obligations under this Agreement. 5. Security of Protected Health Information. (a) Business Associate has implemented policies and procedures to ensure that its receipt, maintenance, or transmission of all PHI, either electronic or otherwise, on behalf of Covered Entity complies with the applicable administrative, physical, and technical safeguards required protecting the confidentiality, availability and integrity of PHI as required by the HIPAA Privacy Rules and Security Standards. (b) Business Associate agrees that it will ensure that agents or subcontractors agree to implement the applicable administrative, physical, and Page 4 of 10 117792990.2 Packet Pg.410 F.1.c technical safeguards required to protect the confidentiality, availability and integrity of PHI as required by HIPAA Privacy Rules and Security Standards. (c) Business Associate agrees to report to Covered Entity any Security Incident of which it becomes aware. Business Associate agrees to report the Security Incident to the Covered Entity as soon as reasonably practicable, but not later than 10 business days from the date the Business Associate becomes aware of the incident. (d) Business Associate agrees to establish procedures to mitigate, to the 2 extent possible, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate in violation of this Agreement. (e) Business Associate agrees to immediately notify Covered Entity upon discovery of any Breach of Unsecured Protected Health Information and provide to a� Covered Entity, to the extent available to Business Associate, all information required to permit Covered Entity to comply with the requirements of 45 C.F.R. Part 164 Subpart D. (f) Covered Entity agrees and understands that the Covered Entity is E independently responsible for the security of all PHI in its possession (electronic or 0 otherwise), including all PHI that it receives from outside sources including the Business Associate. - 6. Term and Termination. (a) Term. This Agreement shall be effective as of the Effective Date and shall remain in effect until the Business Associate relationship with the Covered Entity is terminated and all PHI is returned, destroyed or is otherwise protected as set forth in Section 6(d). (b) Termination for Cause by Covered Entity. Upon Covered Entity's knowledge of a material breach by Business Associate, Covered Entity shall provide an opportunity for Business Associate to cure the breach. If Business Associate does CO not cure the breach within 30 days from the date that Covered Entity provides notice of such breach to Business Associate, Covered Entity shall have the right to immediately terminate this Agreement and the underlying services agreement between Covered Entity and Business Associate. a� (c) Termination by Business Associate. This Agreement may be terminated by Business Associate upon 30 days prior written notice to Covered Entity 2 in the event that Business Associate, acting in good faith, believes that the requirements of any law, legislation, consent decree, judicial action, governmental regulation or agency opinion, enacted, issued, or otherwise effective after the date of this Agreement and applicable to PHI or to this Agreement, cannot be met by Business Associate in a commercially reasonable manner and without significant additional expense. Page 5 of 10 117792990.2 Packet Pg.411 F.1.c (d) Effect of Termination. Upon termination of this Agreement for any reason, at the request of Covered Entity, Business Associate shall return or destroy all PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. Business Associate shall not retain any copies of the PHI unless necessary for proper document retention/archival purposes only or if such PHI is stored as a result of backup email systems that store emails for emergency backup purposes. If the return or destruction of PHI is infeasible, Business Associate shall extend the protections of this Agreement to such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI. 7. Amendment. The parties may agree to amend this Agreement from time to time in any other respect a� that they deem appropriate. This Agreement shall not be amended except by written A instrument executed by the parties. a 8. Indemnification. Business Associate shall indemnify and hold harmless Covered Entity from and 0 against any and all costs, expenses, claims, demands, causes of action, damages, attorneys' fees and judgments that arise out of or that may be imposed upon, incurred by, or brought - against Covered Entity to the extent directly resulting from a breach of this Agreement or any violation of the Privacy Rule or other applicable HIPAA regulations by Business Associate. 0 The indemnification obligations provided for in this Section will commence on the effective date of this Agreement and will survive its termination. To the extent allowed by Section 768.28, Florida Statutes, Covered Entity shall i indemnify and hold harmless Business Associate from and against any and all costs, expenses, claims, demands, causes of action, damages, attorneys' fees and judgments that arise out of or are imposed upon, incurred by, or brought against Business Associate to the extent directly T-_ resulting from a breach of this Agreement or any violation of the Privacy Rule or other applicable HIPAA regulations by Covered Entity. The indemnification obligations provided CO for in this Section will commence on the effective date of this Agreement and will survive its A termination. 9. Severability. The parties intend this Agreement to be enforced as written. However, (i) if any portion or provision of this Agreement is to any extent declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law; and (ii) if any provision, or part thereof, is held to be unenforceable because of the duration of such provision, the Covered Entity and the Business Associate agree that the court making such Page 6 of 10 117792990.2 Packet Pg.412 F.1.c determination will have the power to modify such provision, and such modified provision will then be enforceable to the fullest extent permitted by law. 10. Notices. All notices, requests, consents and other communications hereunder will be in writing, will be addressed to the receiving party's address set forth below or to such other address as a party may designate by notice hereunder, and will be either (i) delivered by hand, (ii) made facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered mail or certified mail, return receipt requested,postage prepaid. If to County: Monroe County Administrator Gato Building E 1100 Simonton Street a� Key West, Florida 33040 LL With a copy (which shall Monroe County Attorney not constitute notice) to: 111 12th Street Suite 408 E E Key West, Florida 33040 Attention: County Attorney 4- 0 If to Fishermen's: Fishermen's Health, Inc. 3301 Overseas Highway Marathon, Florida 33050 Attention: Chief Executive Officer i 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 11. Re2ulatory References. A reference in this Agreement to a section in the Privacy Rule means the referenced section or its successor, and for which compliance is required. 00 12. Headings and Captions. The headings and captions of the various subdivisions of the Agreement are for convenience of reference only and will in no way modify or affect the meaning or construction of any of the terms or provisions hereof. Page 7 of 10 117792990.2 Packet Pg.413 F.1.c 13. Entire Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter set forth herein and supersedes all prior agreements, arrangements and communications, whether oral or written,pertaining to the subject matter hereof. 14. Binding Effect. The provisions of this Agreement shall be binding upon and shall inure to the benefit of both Parties and their respective successors and assigns. 15. No Waiver of Rights, Powers and Remedies. C 0 No failure or delay by a party hereto in exercising any right, power or remedy under E this Agreement, and no course of dealing between the parties hereto, will operate as a waiver of any such right, power or remedy of the party. No single or partial exercise of any right, U- power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, will preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy 0 E hereunder. The election of any remedy by a party hereto will not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement will entitle the party receiving such notice or - demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the right of the party giving such notice or demand to any other or 0 further action in any circumstances without such notice or demand. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. cvi No such waiver or consent will be deemed to be or will constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such N waiver or consent will be effective only in the specific instance and for the purpose for which T- it was given, and will not constitute a continuing waiver or consent. 16. Governing Law. A This Agreement will be governed by and construed in accordance with HIPAA, and the laws of the State of Florida to the extent they are not preempted by HIPAA or other federal law. 0 17. Interpretation. It is the Parties' intent to comply strictly with all applicable laws, including without limitation, HIPAA, state statutes, or regulations (collectively, the "Regulatory Laws"), in connection with this Agreement. In the event there shall be a change in the Regulatory Laws, or in the reasoned interpretation of any of the Regulatory Laws or the adoption of new federal or state legislation, any of which are reasonably likely to materially and adversely affect the manner in which either Party may perform or be compensated under this Agreement or which Page 8 of 10 117792990.2 Packet Pg.414 F.1.c shall make this Agreement unlawful, the Parties shall immediately enter into good faith negotiations regarding a new arrangement or basis for compensation pursuant to this Agreement that complies with the law, regulation or policy and that approximates as closely as possible the economic position of the Parties prior to the change. In addition, the Parties hereto have negotiated and prepared the terms of this Agreement in good faith with the intent that each and every one of the terms, covenants and conditions herein be binding upon and inure to the benefit of the respective Parties. To the extent this Agreement is in violation of applicable law, then the Parties agree to negotiate in good faith to amend this Agreement, to the extent possible consistent with its purposes, to conform to law. 18. Successors and Assigns. This Agreement will inure to the benefit of and be binding on the successors and E assign of Covered Entity and Business Associate. However, the Agreement is not assignable by either party except without the express written consent of the other, which consent shall A not be unreasonably withheld. a [Intentionally Left Blank] 4- 0 0 cv i cv Page 9 of 10 117792990.2 Packet Pg.415 F.1.c IN WITNESS WHEREOF, the Parties have caused this Business Associate Agreement to be executed as of the Effective Date. (Seal) MONROE COUNTY Attest: Kevin Madok, CPA, Clerk By: By: Deputy Clerk SYLVIA J. MURPHY Monroe County Mayor E Attest: FISHERMEN'S HEALTH, INC. 0 A By: By: 3 RICK FREEBURG Print Name: Chief Executive Officer E 4- 0 0 cv i N Page 10 of 10 117792990.2 Packet Pg.416 4, �r1 " �._,_,_ _____,_,_,_ __,_,_,_,_,_,_ .,_,_,_,_,_,_,_,_ _______-, _,_,_,_,_,_,_,_,_ G8 FLORIDA DEPARTMENT Of STATE N RICK SCOTT KEN DETZNER Governor Secretary of State 4- 0 July 24, 2018 0 Honorable Kevin Madok Clerk of the Circuit Court Monroe County 500 Whitehead Street, Suite 101 E Key West, Florida 33040 00 Attention: Ms. Pam Hancock oo Dear Mr. Madok O co Pursuant to the provisions of Section 125.66, Florida Statutes, this will acknowledge receipt of your electronic copy of Monroe County Ordinance No. 012-2018, which was filed in this office on July 24, 2018. Sincerely, Ernest L. Reddick Program Administrator 00 ELR/lb N N d R. A. Gray Building • 500 South Bronough Street • Tallahassee, Florida 32399-0250 Telephone: (850) 245-6270 www.dos.state.fl.us I Packet Pg.417 C°UR" 00 o: Kevin Madok, CPA o .... .. Clerk of the Circuit Court& Comptroller— Monroe County, Florida AAp �R°E COUNT W �E W A July 24, 2018 a Department of State 2 Administrative Code & Register 500 S Bronough Street 0 Tallahassee FL 32399-0250 0 To Whom It May Concern, Attached is an electronic copy of Ordinance No. 012-2018 creating Section 22-128 of the � Code of Ordinances of Monroe County, Florida, creating the Middle Keys Health Care Municipal N Service Taxing Unit; making findings of fact; defining the boundaries of the taxing unit;providing for the purpose thereof, designating the governing body thereof and its powers and duties;providing authority for the levy of ad valorem taxes within the taxing unit; setting forth permitted uses of ad E E valorem tax revenues;providing for severability;providing for the repeal of all Ordinances inconsistent herewith;providing for inclusion in the Monroe County Code; and providing for an 00 effective date. 00 This Ordinance was adopted by the Monroe County Board of County Commissioners at a regular meeting, held in formal session, on July 18, 2018. Should you have any questions, please 0 feel free to contact me at (305) 292-3550. cas Respectfully Submitted, �s Kevin Madok, CPA, Clerk of the Circuit Court & Comptroller & ex-officio to the Monroe County Board of County Commissioners by: Pamela G. Hancock, D.C. 00 cc: MuniCode N County Administrator County Attorney d City of Marathon z Property Appraiser Tax Collector Finance & OMB BOCC 0 File a E KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan 305-294-4641 305-289-6027 305-852-7145 305- Packet Pg.418 ORDINANCE NO. 012 - 2018 U) a 0 AN ORDINANCE BY THE BOARD OF COUNTY E COMMISSIONERS OF MONROE COUNTY CREATING SECTION 22-128 OF THE CODE OF ORDINANCES OF - MONROE COUNTY, FLORIDA, CREATING THE MIDDLE KEYS HEALTH CARE MUNICIPAL SERVICE TAXING UNIT; MAKING FINDINGS OF FACT; DEFINING THE BOUNDARIES OF THE TAXING UNIT; PROVIDING FOR THE PURPOSE THEREOF; DESIGNATING THE GOVERNING BODY THEREOF AND ITS POWERS AND DUTIES; PROVIDING AUTHORITY FOR THE LEVY OF AD VALOREM TAXES WITHIN THE TAXING UNIT; SETTING FORTH PERMITTED USES OF AD VALOREM TAX REVENUES; PROVIDING FOR SEVERABILITY; PROVIDING FOR THE REPEAL OF ALL ORDINANCES INCONSISTENT HEREWITH; PROVIDING FOR INCLUSION IN THE MONROE COUNTY CODE; AND V.- PROVIDING FOR AN EFFECTIVE DATE. �s WHEREAS, the Board of County Commissioners of Monroe County, as the legislative and governing body of the County, has the authority pursuant to Section 125.01(1)(t), Florida 00 Statutes, to adopt ordinances and resolutions necessary for the exercise of its powers; and 00 WHEREAS, the Board of County Commissioners has the authority pursuant to Section 125.01(1)(q), Florida Statutes, to establish a municipal service taxing unit(MSTU) for any part of all of the unincorporated county, for the purpose of.providing, inter alia, indigent health care services!and other essential facilities and municipal services from funds derived from taxes levied and collected within the taxing unit; and WHEREAS, the Board of County Commissioners also has the authority pursuant to Section 125.01(1)(q), Florida Statutes, to provide that the boundaries of the MSTU may include all or part of the boundaries of a municipality; and : WHEREAS, prior to Hurricane Irma, Fishermen's Community Hospital (the "Hospital") in Marathon,Florida, struggled financially due in part to the cost of its delivery of hospital services to patients who were unable to pay; and 0 00 WHEREAS, at the request of community leaders, Fishermen's Health, Inc., a not-for-. profit corporation ("Fishermen's") affiliated with Baptist Health South Florida, acquired the Hospital just prior to"Hurricane Irma; and e WHEREAS, the Hospital facility suffered damage in Hurricane Irma; and WHEREAS, the 1960s era Hospital facility is in need of significant repairs, upgrades and improvements in order to adequately s&rve the Middle Keys community; and WHEREAS,the Hospital facility has not reopened following Hurricane Irma,and Hospital services are being provided from an emergency mobile facility on the site, currently slated to be 1 114951208.8 Packet Pg.419 • F.1.d replaced this summer at significant expense by a temporary modular facility on the site that will U) more adequately serve the needs of the public, pending construction of a new permanent Hospital facility at a cost of approximately$40 million for design, construction and equipment; and E WHEREAS, the resumed operation of a permanent, modern hospital in the Middle Keys U- would serve a paramount public purpose; and WHEREAS, the Board of County Commissioners of Monroe County wishes to create the Middle Keys Health Care Municipal Service Taxing Unit, to ensure the availability of inpatient E and outpatient hospital services in the Middle Keys to all patients; and 4- WHEREAS, the Board.of County Commissioners of Monroe County believes that the creation of the Middle Keys Health Care Municipal Services Taxing Unit will help to attract private investment in the construction and operation of a new hospital in the Middle Keys. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF COUNTY 00 Ir- COMMISSIONERS OF MONROE COUNTY: Iq N Section 1. Section 22-128 within Article VI of the Code of Ordinances of Monroe County, Florida ("Code") is hereby created to read as set forth below. Sec. 22-128 Middle Keys Health Care Municipal Service Taxing Unit. 00 oo (a) Taxing unit created. A municipal service taxing unit (MSTU) is hereby created pursuant to F.S. 125.01(1)(q), which encompasses the following geographic areas, lying between Mile Marker 40 at the southern end of the Seven Mile Bridge, and Mile Marker 65: The entire City of Marathon, Florida, including Grassy Key and any 2 offshore islands within the municipality; The entire City of Key Colony Beach,including any offshore islands within the municipality; and That portion of unincorporated Monroe County lying between Mile Marker 40 and Mile Marker 65, including but not limited to Duck Key including Hawk's Cay(Indies Island), and Conch Key,excluding any offshore islands within the unincorporated County. I � j These areas correspond to the following taxing districts designated by the 00 Monroe County Property Appraiser's Officer existing as of 1-1-2018: cv (i) 50CM—Part of City of Marathon (ii) 51CM—Part of City of Marathon d (iii) 50KC—City of Key Colony Beach (iv) 500D—Part of Unincorporated Duck Key (v) 51OD—Unincorporated Conch Key (vi) 520D—Part of Unincorporated Duck Key 0 e 2 114951208.8 Packet Pg.420 F.1.d (b) Name of unit. The name of the MSTU shall be the Middle Keys Health U) Care Municipal Service Taxing Unit (hereinafter, the taxing unit). E (c) Purpose of unit. The taxing unit shall be established to ensure the availability of hospital services within the taxing unit by financially _ supporting the delivery of hospital services to patients who are unable to pay the full costs of such services. (d) Public purpose. It is hereby found, declared and determined by the Board of County Commissioners of Monroe County, Florida, that the provision of adequate health care facilities and services fosters the public health, safety and welfare of the citizens, as well as visitors, of the taxing unit, and therefore serves a paramount public purpose. It is hereby further declared and determined by the Board of County Commissioners that the services to be funded with ad valorem taxes levied and collected pursuant to this Section are municipal services as contemplated in F.S. § 125.01(1)(q) and 00 (r), and that they shall be provided within the taxing unit. The intention of the Board of County Commissioners is to levy a tax to fund these municipal �- services on the taxable valuation of all real property within the taxing unit. (e) Governing board. The governing board of the taxing unit is the Board of County Commissioners of Monroe County, Florida. The governing board 4- shall have all powers, authority and duties outlined in F.S. § 125.01(1)(q) oo and (r), including, without limitation, the power and authority to levy and collect taxes, and the power to enter into contractual obligations to �s accomplish the purposes set forth in this section. U (f) Levy of tax. The Board of County Commissioners of Monroe County shall adopt an annual budget for the Middle Keys Health Care Municipal Service Taxing Unit, commencing with county fiscal year 2019, at the same time 2 and in the same manner as the county budget. The levy by the Board of County Commissioners shall be by annual resolution, beginning with County fiscal year 2019, for a maximum of ten (10) years. The amount to : be levied shall be set each year,but shall not exceed a maximum of one-half of one mill (0.00050) on the assessed valuation of taxable real property in the taxing unit. The millage shall be set and the tax levied thereon in accordance with the provisions and in like manner as required for the setting of other County ad valorem taxes. 00 It— (g) Use of taxes. Revenues from ad valorem taxes levied within the Middle Keys Health Care Municipal Service Taxing Unit shall be used solely for payments to hospital operators for the delivery of hospital services to patients who are unable to pay the full costs of such services. The levy, collection and disbursement of taxes for this purpose is contingent upon the occurrence of all of the following: (i) adoption by Monroe County of this Ordinance; (ii) adoption of ordinances consenting to the inclusion in the taxing unit of the municipalities of Marathon and Key Colony Beach by their respective governing bodies, as required by Section 125.01(1)(q), 3 114951208.8 Packet Pg.421 • F.1.d Florida Statutes; (iii) approval of an agreement between Monroe County and Fishermen's, or another future hospital operator, setting forth the terms and conditions by which the ad valorem taxes will be paid; and (iv) the E planning, design and construction of a new hospital within the taxing unit T in accordance with milestones set forth in an agreement between the County °® and Fishermen's. a (h) Fiscal Management. All taxes levied within the taxing unit shall be due and payable and collected in the same manner proscribed by law for other county ad valorem taxes. The revenues collected shall be received, held, and secured in the same manner as other funds by the clerk of the circuit court and shall be used exclusively for the purposes provided in this section. 0 0 Section 2. Severahililh If any section, subsection, sentence, clause, or provision of this Ordinance is held invalid, the remainder of this Ordinance shall not be affected by .� such invalidity. 00 cv Section 3. Repeal. All ordinances or parts of ordinances in conflict with this Ordinance are �- hereby repealed to the extent of said conflict. Section 14. Inclusion in the Code. The provisions of this Ordinance shall be included and incorporated into the Monroe County Code as an addition or amendment thereto00 and shall be renumbered appropriately to conform with the uniform numbering oo system of the Monroe County Code. �s Section 5. Effective Date. This Ordinance shall take effect immediately upon receipt of U official notice from the Office of the Secretary of State of the State of Florida that this Ordinance has been filed with said Office. I I I � 00 d e e 4 1149M 208.8 Packet Pg.422 PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, at a regular meeting held on theaviday of July , 2018. E Mayor David Rice Yes A j Mayor Pro Tem Sylvia Murphy Yes Commissioner Heather Carruthers Yes Commissioner Danny Kolhage Yes Commissioner George Neugent Yes BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA 0 BY: Mayor David Rice 00 n h a a V.- .p4 r IN MADOK, CPA, CLERK r _pq �Gp ti' ld CJo v 4- Deputy Clerk 00 It- 00 �s �s 3 � � CDr 4�. � IV CD 77 -C - CO 7J i v N p N N 6 MONK E COUNTY ATTOF�NSY t . AP OV D AS T FO Y TWIA L. FIALL ASSISTANT COUNTY ATTORNEY Date -� 5 114951208.8 Packet Pg.423 F.1.d E 1�" �'�rEST '.EN The Florida Keys Only Daily Newspaper, Est. 1876 PO Box 1800,Key West FL 33041 P:(305)292-7777 ext.219 F:(305)295-8025 legals@keysnews.com RECEIVED MONROE COUNTY BD OF COMMISSIO PO BOX 1026 JUL 0 KEY WEST FL 33041-1026 3 2018 0 MONROE COUNTY ATTORNEY Account: 138472 Ticket: 240587 0 PUBLISHERS AFFIDAVIT NOTICE OF INTENTION TO CONSIDER y STATE OF FLORIDA ADOPTION Of COUNTY ORDINANCE' CL NOTICE OF INTENTION TO CONSIDER NOTICE IS HEREBY GIVEN TO WHOM Il CL COUNTY OF MONROE ADOPTION OF COUNTY ORDINANCE MAY CONCERN that on July 18;2018 at NOTICE IS HEREBY GIVEN TO WHOM IT3:00 P.M.,or as soon'thereafter as ma} be heard, in the Marathon Govern 00 MAY CONCERN that on July 18,2018 at ment Center,2798 Overseas ighway Before the undersigned authority personally appeared 3:00 P.M.,or as soon thereafter as may Marathon,-Monroe coup Florida be heard, in the Marathon Govern- the Board of Countyty C missioner, ment Center,2798 Overseas Highway, of Monroe CountycFlo1i a;intends ti S�Iqweaz ,who on oath says that he or she is Marathon, Monroe County Florida, consider the adoption the following the Board of County Commissioners I County ordinance: of Monroe County,Florida, intends to et1k l U of the Key West Citizen,a daily news- consider the adoption of the following I AN OR NANCE THE BOARD 0 County ordinance: COUNTY"COMM STONERS OF MON paper published in key t, in Monroe County, Florida;that the attached copy 'ROE COU TY EATING SECTION 22 of advertisment, beingale al notice in the matter of Middle Keys Health Care AN ORDINANCE BY THE BOARD OF 128 OF TH C E OF,ORDINANCES O 0 g Y COUNTY COMMISSIONERS OF MON- I MONROE NTY, FLORIDA;,CREA1 MSTU was published In said newspaper In the Issues Of: ROE COUNTY CREATING SECTION 22- ING THE*MIDDLE KEYS HEALTH CAR oo 128 OF THE CODE OF ORDINANCES OF MUNICIPAL SERVICE TAXING UNr MONROE COUNTY, FLORIDA, CREAT- MAKING FINDINGS-OF FACT, DEFIN oo Wednesday,June 27,2018 ING THE MIDDLE KEYS HEALTH CARE ING THE BOUNDARIES OF THE TAXIN, MUNICIPAL SERVICE TAXING UNIT; UNIT; PROVIDING'FOR THE PURPOS I+. MAKING FINDINGS OF FACT; DEFIN- THEREOF;DESIGNATING THE GOVERF ING THE BOUNDARIES OF THE TAXING ING BODY THEREOF AND ITS POWER UNIT; PROVIDING FOR THE PURPOSE AND DUTIES; PROVIDING AUTHORIT Affiant further says that the Key West Citizen is a newspaper published in Key THEREOF;DESIGNATING THE GOVERN- FOR THE LEVY OF AD VALOREM TA) West, in said Monroe County, Florida and that the said newspapers has hereto- ING BODY THEREOF AND ITS POWERS ES WITHIN THE TAXING UNIT;SETTIN fore been continuously published in said Monroe County, Florida every day,and AND DUTIES; PROVIDING,AUTHORITY I FORTH PERMITTED USES OF ADVALOI FOR THE LEVY OF AD VALOREM TAX- EM TAX REVENUES; PROVIDING FO has been entered as periodicals matter at the post office in Key West, in said ES WITHIN THE TAXING UNIT,SETTING I SEVERABILITY, PROVIDING FOR TH f!J Monroe County, Florida,for a period of 1 ear next preceding the first publication FORTH PERMITTED USES OF AD VALOR- REPEAL OF ALL ORDINANCES-INCOl' Y P Y P 9 P SISTENT HEREWITH; PROVIDING FC of the atta hecl CO of advert' nt;and affiant further says that he or she has EM TAX REVENUES; PROVIDING FOR INCLUSION IN THE MONROE COUNT PY Y SEVERABILITY; PROVIDING FOR THE CODE;AND PROVIDING FOR AN EFFE, 0 neither aid or pro ed y p son,firm or corporation any discount, rebate, REPEAL OF ALL ORDINANCES INCON- TIVE DATE. commis io or ref d�fo th urpose of securing this advertisement for publics- SISTENT HEREWITH; PROVIDING FOR INCLUSION IN THE MONROE COUNTY Pursuant to Section 286.0105, Floric tion in t e aid n Sp __-.__.. CODE;AND PROVIDING FOR AN EFFEC- Statutes,notice is given that if a persc 0 TIVE DATE. I decides to appeal any decision made 1 0 the Board with respect to any matt Pursuant to Section 286.0105, Florida considered at such hearings or mee igobtLifievAffI t Statutes,notice is given that if a person ings,he will need a record of the pr decides to appeal any decision made by ceedings, and that,for such purpos the Board with respect to any matter he may need to ensure that a verb Affirm d nd subscribed before me this 27th day of June 2018 considered at such hearings or meet- tim record of the proceedings is mad ings,he will need a record of the pro- which record includes the testimoi 0 ceedings, and that,for such purpose, and evidence upon which the appeal he may need to ensure that a verba- Ito be based. 0 ®®\ Op® tim record of.the proceedings is made, 00 (Notary Public Signature) ®�® R0 U S A® which record includes the testimony ADA ASSISTANCE:If you are a persi ®® ��•• °•° Cl �°®� and evidence upon which the appeal is with a disability,who needs spec p�+�Ue. to be based. accommodations in order to parts !� XV�' ��t � 0��;' \o TA q y°°G� pate in this proceeding,please conte C'N (Notary Public Printed Name) 44� °(Notary Sea]) °° = ADA ASSISTANCE:If yo needs special phoning are a person the County Administrator's office, with a disability w _ h honin 292-4441, between tj _ m ® :P 305 1 / h • My COMM. Expires° � accommodations in order to partici- I hours iv 85) a.m.-5:00 p.m.,no gat c/G?Cl j �,e© ° p e than five(S)calendar days prior to t My commission expires � / spate in this proceeding,please contact � a- �Uly 17, 2018 ° :the County Administrators Office, by scheduled meeting,if you are hear, 0 aired,call."711". 0 No. FF 143137 . phoning(305)292-4441, between the or voice impaired, ® ®hours of 8:30 a.m.-5:00 p.m.,no later Personally Known X Produced Identification A.— than five(5)calendar days prior to the Dated at Key West, Florida,this A Y �` •.•A G°o' o day'of June,2018. s® .Q ° UBQ �Q ® scheduled meeting;if you are hearing ® T °'•°•••• `a or voice impaired,call"711KEVIN". Type of Identification Produced ®✓. n c C �� ®® Court d ex o Clerk k- the Circ YP ® "T``' ®®® Dated at Key West, Florida,this 20th I Court and ex oflicio Clerk of the Bo¢ ®®A9i11996\®® day of June,2018. i-of..County Commissioners of Monr County,Florida 0 KEVIN MADOK, Clerk of the Circuit 06/27/18 Kev West Citizen Court and ex off icio Clerk of the Board of County Commissioners of Monroe 0 County,Florida 0627/18 Kev West Citizen Packet Pg.424 F.1.e Sponsored by: Councilmember Zieg Public Hearing Dates: August 14, 2018 September 11,2018 Enactment date: September 11,2018 CITY OF MARATHON,FLORIDA ORDINANCE 2018-08 AN ORDINANCE OF THE CITY OF MARATHON, FLORIDA, REQUESTING AND CONSENTING TO INCLUSION OF ALL OF THE INCORPORATED AREA OF THE CITY OF MARATHON, FLORIDA U) WITHIN THE MIDDLE KEYS HEALTH CARE MUNICIPAL SERVICE a TAXING UNIT; AMENDING CHAPTER 28, ARTICLE I OF THE CITY CODE BY CREATING SECTION 28-3.—MIDDLE KEYS HEALTH CARE A MUNICIPAL SERVICE TAXING UNIT; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; PROVIDING FOR REPEAL OF ANY ORDINANCES IN CONFLICT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Board of County Commissioners of Monroe County, as the legislative and governing body of the County, has enacted an ordinance creating a municipal service taxing unit (MSTU) within Monroe County in order to levy and collect ad valorem taxes for indigent health care services within designated incorporated and unincorporated areas of Monroe County; and WHEREAS,the MSTU will consist of properties located within Monroe County Election00 Precincts 18 through 22 and 23.01, 23.02, 23.03, and 23.04, approximately corresponding to mile markers 40 through 66 inclusive; and cvi WHEREAS, the MSTU will include properties located within the City of Marathon, Florida; and 0 WHEREAS, Section 125.01(1)(q), Florida Statutes,provides that the MSTU may include all or part of the boundaries of a municipality with the consent by ordinance of the governing body of the municipality; and WHEREAS, the City of Council of the City of Marathon, Florida ("the City") has determined that the inclusion of the incorporated area of Marathon, Florida within the MSTU for the purpose of providing indigent health care services is in the best interest of owners of properties within the incorporated area of Marathon, Florida; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF MARATHON, FLORIDA, AS FOLLOWS: Packet Pg.425 F.1.e Section 1. The provisions set forth in the recitals to this Ordinance (whereas clauses) are hereby adopted by the City Council as legislative findings and intent pertaining to this Ordinance. Section 2. Chapter 28,Article 1,of the Code of Ordinances, City of Marathon, Florida is hereby amended by creating Section 28-3 to read as follows: Sec. 28.3. - Middle Keys Health Care Municipal Service Taxing Unit. (1) The City Council hereby requests and consents to the inclusion of all of the incorporated area of the City of Marathon, Florida within the Middle Keys Health : Care Municipal Service Taxing Unit (MSTU) created by Monroe County, Florida pursuant to Monroe County Ordinance No. 012-2018, created to provide indigent health care services. The City Council finds that the provision of such indigent health care services is an essential municipal purpose. (2) As allowed under Section 125.01(q), Florida Statutes, the City Council's consent shall be on an annual basis, and the City Council's initial consent to inclusion is only for fiscal year 2019. City Council shall annually review this MSTU at its first meeting in March of each calendar year and make a determination whether to E extend its consent for inclusion in the MSTU. The City may withdraw such consent for a subsequent fiscal year by adopting an ordinance abandoning its consent and 4- providing a certified copy of such ordinance to Monroe County prior to May 1 preceding the fiscal year for which the consent is being withdrawn. 0 Section 3. Conflicts. In any case in which a provision of this Ordinance is found to be in conflict with a provision of any other ordinance of this City, the provision that establishes the higher standards for promotion and protection of the health and00 safety of the people shall prevail. 00 cv Section 4. Severability. If any section, subsection, sentence, clause, or provision of this Ordinance is held invalid, the remainder of this Ordinance shall not be affected by such invalidity. 0 Section 5. Repeal. All ordinances or parts of ordinances in conflict with this Ordinance are hereby repealed to the extent of said conflict. Section 6. Effective Date. This Ordinance shall be deemed to be effective after its approval upon second and final reading. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF MARATHON, FLORIDA, THIS 11 DAY OF SEPTEMBER, 2018. THE C1 V'�aF' ARA ..,. THON, FLORIDA Q . Qi;)l ---— ---------- Michelle Cold iron, Mayor Packet Pg.426 F.1.e AYES: Zieg, Cook, Bartus, Coldiron NOES: Senmartin ABSENT: None ABSTAIN: None ATTEST: Diane Clavier,...._ .... .. ...._ lei City Clerk (City Seal) APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE USE AND RELIANCE OF THE CITY OF MARATHON,FLORIDA ONLY: A --- ----------- Ci Atto icy l avid igut 4- 0 0 cv i 0 r- 0 Packet Pg.427 F.1.f ORDINANCE 455 -2018 AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF KEY COLONY BEACH,FLORIDA,REQUESTING AND CONSENTING TO INCLUSION OF ALL OF THE INCORPORATED AREA OF THE CITY OF KEY COLONY BEACH, WITHIN THE MIDDLE KEYS HEALTH CARE A MUNICIPAL SERVICE TAXING UNIT; PROVIDING FOR ANNUAL RENEWAL OF SUCH REQUEST AND CONSENT; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; PROVIDING FOR REPEAL OF ANY E ORDINANCES IN CONFLICT; PROVIDING FOR CODIFICATION; AND PROVIDING AN EFFECTIVE DATE. 0 WHEREAS, the Board of County Commissioners of Monroe County, as the legislative 0. and governing body of the County, enacted an ordinance creating a municipal service taxing unit (MSTU) within Monroe County in order to levy and collect ad valorem taxes for indigent health care services within designated incorporated and unincorporated areas of Monroe County; and 2 a A WHEREAS, the MSTU will consist of properties located with Monroe County Election Precincts 18 through 22 and 23.01, 23.02, 23.03, and 23.04, approximately corresponding to mile markers 40 through 66 inclusive; and WHEREAS,the MSTU includes properties located within the City of Key Colony Beach; and WHEREAS, Section 125.01(1)(q), Florida Statutes,provides that the MSTU may include .2 all or part of the boundaries of a municipality with the consent by ordinance of the governing body of the municipality; and 2 00 Ir- WHEREAS,the City of Council of the City of Key Colony Beach has determined that the inclusion of the incorporated area of Key Colony Beach within the MSTU for the purpose of LO providing indigent health care services is in the best interest of owners of properties within the incorporated area of Key Colony Beach; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF KEY COLONY BEACH,FLORIDA, THAT: �s Ordinance (whereas clauses 1. he are hereb adoted b �_ Section the C t 1Cmmission a lesions set forth in h slativelfind nos as to this intent nertainim! toW this Ordinance. 0, �s 1 Packet Pg.428 F.1.f Section 2. 1 _ ....e Municipal S U..� _.m.. _... .. _. .. . _. ..... e Taxing entitled General Provision, hereby estabhhin a Sections le 11, Mum Beach erode of Ordinances.,t, is he � amended to read as follows: Sec. 1-11 Middle Ke fs Health Care Munici roal Service Taxin Unit. E A O 1 he -Cit�Council hereby- rec ui ests and consents to the inclusion of all of the coy �orated area of the Cit° of Key Col ony Beach within the identified municipal service taxino r _r identified _ n ee _._ i N w unit created or bar Monroe Count� Florida to provide � a� .._ Commission finds that the provision of such mdi pent health care services. The C?t ..W _. indigent health care services is an essential municipal L)u ,q _. m„ . min . .., ocp_ n to Monroe Cppmy min this (2) Re ul est and consent of th n m advance for each e C n ppive ordinance shall be deemedxive... fiscal ear hereafter and shall 0 c renewed succeeding, fiscal al y„ear less such req uest d >tl 0onenis subsea untl withdrawn as provided herein Rs consent shall' which 00. . a.., fiscal�ear i area of Ke ub ect mdrreent health care cost taxes � n which the s Colony Beach.mmKev Colony Beach are leviedwithin the mco� orated may, only withdraw such consent for a subsequent„fiscal gear b adopting an ordinance,abandoning its consent and firov d n a certified Go of such ordinance A to Monroe County n rior to being, Mail precedin the fiscal ~ear f �or which the consent i s Section 3. Conflicts. In any case in which a provision of this Ordinance is found to be in conflict with a provision of any other ordinance of this City, the provision that establishes the higher standards for promotion and protection of the health and safety of the people shall prevail. a� a Section 4. Severability. If any section, subsection, sentence, clause, or provision of this Ordinance is held invalid, the remainder of this Ordinance shall not be affected by � such invalidity. LO LO Section 3. Repeal. All ordinances or parts of ordinances in conflict with this Ordinance are hereby repealed to the extent of said conflict. Section 4. Inclusion in the Code. The provisions of this Ordinance shall be included and incorporated into the City of Key Colony Beach Code of Ordinances as an addition or amendment thereto, and shall be renumbered appropriately to conform with the uniform numbering system of the Monroe County Code. �s 4- 0 �s 2 Packet Pg.429 F.1.f Section 5. Effective Date. This Ordinance shall be deemed to be effective after its approval upon second and final reading. E Ad DeNeale°' 3 kathryn McCullough, "ity Clerk " .���. " e May or � 4- 0 0 Approved as to form and legal sufficiency- ° Thomas D..Wright, City-- �.-. Attorney � Ju.h:;. Q1. ..g__ First Reading July_19. 2018, . Date of Notice .2 August 9,2018 Second Reading .. 00 N LO LO �s 4- 0 �s 4 3 Packet Pg.430 1kw, F HEALTHCARE SERVICES AGREEMENT THIS HEALTHCARE SERVICES AGREEMENT (this "Agreement") is entered into this 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 9 i + +41 'Q 4. _ 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. 2 114699724.16 • 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 3 114699724.16 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 Pavor" 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 arrangement, with respect to Fishermen's provision of the Services to Eligible Individuals. ARTICLE II FISHERMEN'S REPRESENTATIONS AND 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. 4 114699724.16 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 1h.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 lo$king 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 Fishermen'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 • • 1'14699724.16 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 final 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,Sand to enter into the transactions 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 final 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. 6 114699724.16 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 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 Fishermen'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 7 114699724.16 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 8 114699724.16 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 a 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 finds 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 final 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 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. 9 114699724.16 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 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. Nbtice 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., 10 114699724.16 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 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. 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. 11 114699724.16 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 shall constitute one and the same instrument. 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, 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. 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 IN WITNESS WHEREOF, the Parties have caused this Healthcare Services Agreement to be executed as of the Effective Date. (Seal) MONROE COUNTY Attest: Kevin Madok, CPA, Clerk By: . By: Deputy Clerk SYLVIA J. MURPHY Monroe County Mayor Attest: FISHERMEN'S HEALTH,INC. By: By: RICK FREEBURG Print Name: Chief Executive Officer • • 13 114699724.16