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10/16/2024 Agreement GVS COURTq c o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: October 23, 2024 TO: Cheri Tamborski Emergency Services Mayor Bruce Halle Fire & Ambulance District 1 Board of Governors FROM: Liz Yongue, Deputy Clerk SUBJECT: October 16, 2024 BOCC Meeting The following item has been executed and added to the record: C11/H1 Professional Services Agreement retroactive to October 1, 2024, with Public Consulting Group LLC ("PCG") to assist Monroe County Fire Rescue ("MCFR") with the medical transport data reporting requirements for Florida's Public Emergency Medical Transportation ("PEMT") Program for Medicaid. The total anticipated payment to PCG over the three (3)year initial term is $47,167.70. MCFR requests the BOG to authorize the Fire Chief to sign any additional documents. Should you have any questions, please feel free to contact me at(305) 292-3550. cc: County Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 AGREEMENT between MONROE COUNTY,FL and PUBLIC CONSULTING GROUP LLC for Professional Services related to Public Emergency Medical Transportation (PEMT) Program THIS AGREEMENT is made and entered into this Ist day of October, 2024, by and between Monroe County,apolitical subdivision of the State of Florida,through its Board of County Commissioners, with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County"), the Board of Governors of the Fire and Ambulance District 1 of Monroe County, Florida, a municipal services taxing unit established under Florida law and codified in Section 22- 129, Monroe County Code of Ordinances, with a principal address being the same as the County ('BOG"), and Public Consulting Group LLC, a Delaware limited liability company with principal offices located at 148 State Street, Boston, MA 02109 (the "Contractor") to provide professional services as more specifically described in "Attachment A" and "Attachment B," attached hereto and made a part hereof. Now therefore,in exchange for good and sufficient consideration, the parties hereby agree to the following terms and conditions: 1) The Contract Documents. The contract documents consist of this Agreement, the Contracted Services - "Attachment A," Compensation - "Attachment B," and Business Associate Addendum - "Attachment C," attached hereto and incorporated herein. In the event of a conflict between the aforementioned documents, this Agreement will control, then"Attachment C,"then"Attachment A,"and then "Attachment B,"in that order. 2) The Work/Services. The Contractor must perform all work for the County required by this Agreement, and as set forth below: a) Contractor will furnish all labor, materials, and equipment necessary as indicated in"Attachment A;"and Contractor expressly agrees to the terms and conditions of the Business Associate Addendum attached hereto as "Attachment C," incorporated herein as if set forth in full. b) Contractor must comply with any and all Federal, State, and local laws and regulations now in effect,or hereinafter enacted during the term of this Agreement, which are applicable to the Contractor,its employees, agents or subcontractors,if any, with respect to the work and services described herein. Contractor shall maintain throughout the term of this Agreement, appropriate licenses. 3) Contract Amount. Contractor will perform contract requirements with pricing and invoicing pursuant to "Attachment B"—Compensation. County is exempt from payment of Florida State Sales and Use taxes. Contractor must submit invoices with supporting documentation that is acceptable to the Monroe County Office of Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbursal of funds by the County Clerk. 4) Agreement Subject to Funding. The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Page 1 of 15 Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated, and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 5) Contract Term. The initial contract period is for three (3)years commencing on the date written on the first page of this Agreement, with two (2), mutually agreed upon, one (1) year extensions.An extension may be accomplished by written consent of both parties.For any extension allowed hereunder,the new state fiscal year reporting cycle must be included in the consent to extend the Agreement. Otherwise, all extensions are made expressly subject to the same terms and conditions as provided herein. 6) Contract Extension Beyond the Term.In the event services are scheduled to end because of the expiration of this contract,the Contractor must continue the service upon the request of the County's Contract Administrator. The extension period will not extend for more than ninety (90) days beyond the expiration date of the existing contract. The Contractor will be compensated for the service at the rate(s) in effect when the County invokes this extension clause. 7) Independent Contractor. This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Contractor will retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement will be those of Contractor, which policies of Contractor will not conflict with County, State,or United States policies,rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor agrees that it is a separate and independent enterprise from the County,that it had full opportunity to find other business,that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement must not be construed as creating any joint employment relationship between the Contractor and the County and the County will not be liable for any obligation incurred by Contractor,including but not limited to unpaid minimum wages and/or overtime premiums. 8) Assignment and Subcontracting. Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Board of County Commissioners. 9) Termination a) Termination for Cause and Remedies: In the event that Contractor is found to be negligent in any aspect of service or Contractor is in breach of any contract terms, the County retains the right to terminate this Agreement. The County reserves all rights available to recoup entitled to it and/or monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, located at Section 2- 721 et al. of the Monroe County Code. Page 2 of 15 Termination for Convenience: The County may terminate this Agreement for convenience, at anytime,upon ninety(90)days' written notice to Contractor. If the County terminates this Agreement with the Contractor, County shall pay Contractor the sum due as of the appointed termination date,unless the cost of completion of the remaining work under the Agreement exceeds the funds remaining in the contract. The maximum amount due to Contractor shall not exceed the spending cap in this Agreement. If the County terminates this Agreement for convenience prior to the completion or submission of a cost report, Contractor shall invoice, and the County shall compensate Contractor, subject to substantiation required by Monroe County Office of Clerk and Comptroller detailed within paragraph 3,herein,at an hourly rate of$300 for the time Contractor expended in preparing such cost report. If the County terminates this Agreement for convenience after the submission of a cost report,but prior to payment being received by the County,the parties agree that the compensation provisions, including those in "Attachment B," shall survive termination of the Agreement,and the County shall timely compensate Contractor pursuant to those provisions herein. 10) Remedies &Limitation of Liability a) Damages The County reserves the right to recover any ascertainable actual damages incurred as a result of the failure of the Contractor to perform in accordance with the requirements of this Agreement,or for losses sustained by the County resultant from the Contractor's failure to perform in accordance with the requirements of this Agreement. b) Correction of Work If, in the judgment of the County, work provided by the Contractor does not conform to the requirements of this Agreement,the County reserves the right to require that the Contractor correct all deficiencies in the work to bring the work into conformance without additional cost to the County, and / or replace any personnel who fail to perform in accordance with the requirements of this Agreement.The County is the sole judge of non-conformance and the quality of work. c) NEITHER PARTY SHALL BE LIABLE TO THE OTHER ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, IN- CLUDING, BUT NOT LIMITED TO, SUCH DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF THE OTHER PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARD- LESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT EXCEED CONTRACTOR'S INSURANCE COVERAGE PURSUANT TO THIS AGREEMENT. 11) Insurance Requirements. Contractor shall obtain and maintain at its own expense the insurance coverages listed within this paragraph prior to commencing service under this Agreement, and maintain such coverage throughout the term of the Agreement. All insurance requirements provided for in this Agreement shall be subject to annual review. Depending on the extent of contractual obligations incurred by the Contractor, the below insurances will be required.Insurances can be altered via written waiver by County's Risk Manager, if required. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Contractor must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department whenever acquired, amended, and annually during the term of this Agreement. Prior to Page 3 of 15 execution of this Agreement, Contractor shall furnish the County Certificates of Insurance indicating the minimum coverage limitations in the following amounts: a) WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at the minimum statutory limits as required by Florida Law, and Employee's Liability coverage in the amount of$1,000,000.00 bodily injury by accident, $1,000,000.00 bodily injury by disease,policy limits,and$1,000,000.00 bodily injury by disease, each employee. b) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than $1,000,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $500,000.00 per person, $1,000,000.00 per occurrence, and $100,000.00 property damage. Coverage shall include all owned vehicles, all non-owned vehicles, and all hired vehicles. c) COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $1,000,000.00 per occurrence combined single limit,and not less than$2,000,000.00 in the aggregate,for Bodily Injury Liability and Property Damage Liability. Such coverage must include, as a minimum: Premises Operations, Products and Completed Operations, Blanket Contractual Liability,and Personal Injury Liability.An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the termination of this agreement. d) CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the County at the time of execution of this Agreement and certified copies provided if requested. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the County before any policy or coverage is canceled or restricted.The underwriter of such insurance shall be qualified to do business in the State of Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the County, its officials, employees, agents, and volunteers. Failure of Contractor to comply with the insurance requirements of this section shall be cause for immediate termination of this Agreement. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, 1100 SIMONTON STREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS ADDITIONAL INSURED AND CERTIFICATE HOLDER ONALL POLICIES EXCEPT WORKER'S COMPENSATION. In the event that the Contractor is authorized by County to assign work hereunder to subcontractors,the Contractor specifically agrees to identify the County as an additional insured on all insurance policies pursuant to said subcontract(s) as same are required by the County here. 12) Indemnification &Hold Harmless a) The parties agree that one percent (1%) of the total compensation paid to Contractor for the work or services under this Agreement constitutes specific consideration to Contractor for the indemnification to be provided under the Agreement. Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement,the Contractor shall defend,indemnify, and hold the Page 4 of 15 County, and the County's elected and appointed officers and employees,harmless from and against any claims, actions or causes of action, any litigation, administrative proceedings,appellate proceedings,or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and any costs or expenses that may be asserted against,initiated with respect to, or sustained by, any indemnified party by reason of, or in connection with: (A)any activity of the Contractor or any of its employees,agents,contractors or other invitees during the term of this Agreement; (B) the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees,agents,sub-contractors or other invitees; or(C) the Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation,proceedings, costs or expenses arise from the intentional or sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than the Contractor). b) In the event that the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance,the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the drawings and other specifications provided by the Contractor,the Contractor agrees and warrants that the Contractor shall hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claim or action on the County's behalf. c) Nothing contained herein is intended, nor may it be construed, to waive County's rights and immunities under the common law or Section 768.28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement. To the extent considered necessary by the County, any sums due Contractor under this Agreement may be retained by the County until all of the County's claims subject to this indemnification obligation have been settled or otherwise resolved, and any amount withheld is not subject to payment of interest by the County. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. d) The parties agree and acknowledge that Contractor will receive all information and data from the County on an as-is basis. Contractor is not responsible for errors or omissions in any data that it receives from the County. Contractor is not responsible for reviewing, evaluating, or verifying the accuracy or completeness of any information received by the County. 13) Discriminatory Vendor List. Contractor hereby acknowledges its continuous duty to disclose to the County if the Contractor or any of its affiliates, as defined by Section 287.134(1)(a), Florida Statutes, are placed on the Discriminatory Vendor List.Pursuant to Section 287.134(2)(a),Florida Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid,proposal,or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work;may not submit bids,proposals,or replies on leases of real property to apublic entity; may not be awarded or perform work as a contractor,supplier, subcontractor,or consultant Page 5 of 15 under a contract with any public entity; and may not transact business with any public entity." 14) Prohibition on Conflict of Interest, Gratuities, Kickbacks, and Collusion. The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract for this Project. a) Conflict of Interest.Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself. b) Gratuities. Contractor hereby certifies that it has not offered, given, or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in connection with any decision, approval, disapproval,recommendation,preparation of any part of the Project or award of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub-contractor under a contract to Contractor or higher tier sub-contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by Contractor was arrived at independently without collusion, consultation, or communication for the purpose of restricting competition;and no attempt has been made to induce another person or entity to submit a proposal,or not submit,for the purpose of restricting competition in the award of this Project. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 15) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990. By signing this Agreement,the Contractor warrants that he/she/it has not employed,retained or otherwise had act on his/her/its behalf any former County officer or employee in violation of Section 2-149,Monroe County Code of Ordinances,or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may,in its discretion,terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission,percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. 16) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative Proceedings.Throughout the term of this Agreement,the Contractor has a continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or criminal litigation,investigations, arbitration, or administrative proceedings relating to or affecting Contractor's ability to perform under this Agreement. If the existence of such causes the County concern that the Contractor's ability or willingness to perform the Agreement is jeopardized, the Contractor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. Page 6 of 15 17) Notice. All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any written notices or correspondence required or contemplated under this Agreement shall be sent by U.S.Mail, certified,return receipt requested,postage pre-paid,or by courier with proof of delivery.Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S.Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY: FOR CONTRACTOR: County Administrator Public Consulting Group LLC Monroe County Attn: Legal 1100 Simonton Street, Room 2-205 148 State Street Key West, FL 33040 Boston,MA 02109 And(with copy to) Monroe County Attorney's Office 1111 12th Street, Suite 408 Key West, FL 33040 18) Choice of Law and Venue. The parties hereby agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida,and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida, or United States Bankruptcy Court for the Southern District of Florida,whenever applicable. 19) WAIVER OF JURY TRIAL & MANDATORY PRE-SUIT MEDIATION BY ENTERING INTO THIS CONTRACT, EACH OF CONTRACTOR AND THE COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EACH MAY HAVE TO A TRIAL BY JURY RELATED TO THIS CONTRACT. IF A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS CONTRACT OR SOLICITATION AFTER WRITTEN NOTICE BY THE OTHER PARTY OF VIOLATION OF THIS SECTION, THE PARTY MAKING THE REQUEST FOR JURY TRIAL WILL BE LIABLE FOR THE REASONABLE ATTORNEY'S FEES AND COSTS OF THE OTHER PARTY CONTESTING THE REQUEST FOR JURY TRIAL,AND SUCH AMOUNTS MUST BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. THE COUNTY AND CONTRACTOR AGREE THAT, IN THE EVENT OF CONFLICTING INTERPRETATIONS OF THE TERMS OR A TERM OF THIS AGREEMENT BY OR BETWEEN ANY OF THEM THE ISSUE SHALL BE SUBMITTED TO MEDIATION PRIOR TO THE INSTITUTION OF ANY OTHER ADMINISTRATIVE OR LEGAL PROCEEDING. MEDIATION PROCEEDINGS INITIATED AND CONDUCTED PURSUANT TO THIS AGREEMENT SHALL BE IN ACCORDANCE WITH THE FLORIDA RULES OF CIVIL PROCEDURE AND USUAL AND CUSTOMARY PROCEDURES REQUIRED BY THE CIRCUIT COURT OF MONROE COUNTY. 20) Attorney's Fees and Costs. County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the Page 7 of 15 enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, at all levels of the court system, including in appellate proceedings. 21) Public Records. County is a public agency subject to Chapter 119, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119.0701, Florida Statutes, as amended from time to time, Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law, Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the County's custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law. C) Ensure that public records that are exempt,or confidential and exempt,from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services,the Contractor must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records,in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT PHONE NO. 305-292-3470, BRADLEY-BRIAN@MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408, KEY WEST, FL 33040. If Contractor does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. 22) Audit Rights.The Contractor must maintain accurate books,records,documents and other evidence that sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this Agreement, in accordance with generally accepted accounting principles. County reserves the right to audit the records of the Contractor for the commodities and/or services provided under the contract at any time during the Page 8 of 15 performance and term of the contract and for a period of five (5) State of Florida fiscal years after completion and acceptance of the Work by the County. Such records must be retained by Contractor for a minimum of five (5) State of Florda fiscal years following the close of the Agreement, or the period required for this particular type of project by the General Records Schedules maintained by the Department of State, whichever is longer. The Contractor agrees to cooperate with the County, and if relevant, the State Inspector General pursuant to Section 20.055(5), as amended,in any investigation and facilitate the duplication and transfer of such records upon the County's request. Contractor agrees to submit to an audit as required by the County, Florida Fish and Wildlife Conversation Commission,the Chief Financial Officer of the State of Florida,the Auditor General of the State of Florida, the Florida Office of Program Policy Analysis and Government Accountability,or other authorized representative(s)of the State of Florida.The Contractor must allow the County or such other auditing agency to have access to and inspect the complete records of the Contractor in relation to this Agreement at any and all times during normal business hours for the purposes of conducting audits or examinations or making excerpts or transcriptions. Such requirements will survive the termination of this Agreement. 23) Uncontrollable Circumstances ("Force Majeure") As used herein,"Force Majeure"means the occurrence of any event that prevents or delays the performance by either party of its obligations hereunder which are beyond the reasonable control of the non-performing party. Examples of"Force Majeure"include,but are not limited to, acts of God, natural disasters, or emergency governmental action. To invoke this paragraph, immediate written notice, consistent with the "Notice"provisions of this Agreement,must be sent by the non-performing party describing the circumstances constituting force maj eure and proof that the non-performance or delay of performance is a direct and reasonable result of such event(s). Any claim for extension of time by Contractor pursuant to this paragraph will be made not more than Seventy-two (72) hours after the commencement of the delay. Otherwise,it shall be waived. The Contractor shall immediately report the termination of the cause for the delay within seventy-two(72)hours after such termination. The County reserves its right to challenge the invocation by the Contractor within five(5)calendar days of receipt of said notice,in such case uninterrupted performance in required. However, in the event the invocation is accepted by the County, the Contractor must take all reasonable measures to mitigate any and all resulting damages, costs, delays, or disruptions to the Contractor's performance requirements under this Agreement. All obligations must resume when the circumstances of such event(s) have subsided, or other arrangements are made pursuant to a written amendment to this Agreement. 24) Public Entity Crimes Statement.Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime. If placed on that list, Contractor agrees: to immediately notify the County and is prohibited from providing any goods or services to a public entity;it may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; it may not submit bids on leases of real property to a public entity; it may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and,it may not transact business with any public entity in excess of the threshold amount provided in Section 287.017,Florida Statutes,for Category TWO ($35,000), as may be amended, for a period of thirty-six(36) months from the date Page 9 of 15 of being placed on the convicted vendor list. 25) Foreign Gifts and Contracts.The Contractor must comply with any applicable disclosure requirements in Section 286.101., Florida Statutes. Pursuant to Section 286,10](7)(b), Florida Statutes:"In addition to any fine assessed underl§286.10](7)(a),Florida Stalutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per §14.202, Florida Statutes] for good cause." 26) Scrutinized Companies and Countries of Concern per Sections 287.1,35, 215.473, & 287.138, Florida Statutes. Contractor hereby certifies that it: a) has not been placed on the ScrutinizedCOMparties,that Boycott Israel List, nor is engaged in a boycott of Israel; b)has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the franTerrorism Sectors,Lisf(formerly the Iran Petroleurn Energy Sector List) and c)has not been engaged in business operations in Cuba or Syria. 11' County determines that Conti-actor has falsely certified facts under this paragraph,or if Contrackir is found to have been placed on a list created pursuant to,Section 21-5,.473, Florida Statutes, as amended, or is engaged in a boycott of Israel after the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. '['he County reserves all rights to waive certain requiretnents of this paragraph on a case-by-case exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning January 1, 2024, the County must riot enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation, the Islarnic Republic oflran, the Democratic People's Republic of Korea,the Republic of Cuba, the Venezuelan regirne of Nicolis Maduro, or the Syrian Arab Republic, unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor,under penalty of perjury, attesting that the Contractor does not niect any of the criteria in subparagraphs (2)(a)-(c)of Section 287.138, Florida Statutes,as may be amended, Beginning January 1, 202 , the County must not extend or renew any contract that giants access to an individual's personal identifying information unless the Contractor provides the County with an affidavit signed by an authorized representative of the Contractor,under penalty of perj ury,jury, attesting that the Contractor does, not meet any of the criteria in subparagraphs (2)(a)-(c) of Section 287.138, Florida Statutes, as may be amended. Violations, of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. Public Consulting Group LLC is not owned by the government of a Foreign Country of Concern, is not organized under the laws of-not has its Principal Place of Business in a Foreign Country of Concern, and the government of a Foreign Country of Concern does not have a Controlling Interest in the entity. Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: W1111 mo,"Pwsk-i 'fitle: AA^A I)agc 10 ofl 5 � J Sigrmature: gate: 2'7) Noneoe7reive .onduct for 1�a r or Services.As a nongovernmental entity submitting proposal, executing, renewing, or extending a contract with a g,overmmnent entity, Contractor is required to provide an affidavit under penalty of perjury attesting.. that Contractor clues not use coercion for labor or services in accordance with Section 787.06,. Florida Statutes.As an authorized representative of Contractor. I certify under penalties of perjury that Contractor does not use coercion for labor or services as prohibited by Section 787.II6.Additionally„Contractor has reviewed Section 787.06,Florida Statutes,and agrees to abide by same. 28) No'ndiserl'nr ination.The Contractor and County agree that there will be no discrimination against any person, and,it is expressly understood that upon a determination by a court of' competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party,effective the date of the court. order. Contractor agrees to comply with all Federal and; Florida statutes, and all local ordinances,as applicable,relating to nondiscrimination. These include but are not limited. to: 1.)'rit:le VII ofthe Civil Fights Act of 1964(T'l.88-352)which prohibits discrimination in ernployr"rment on the basis of race, color, religion, sex or national origin; 2) Title IX of' the Education Amendment of 1972,as arnended(20 USC ss. 168 l-168 3,and 1685-1686'), which prohibits discrimination on the basis of sex;3)Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination oil the basin of disability; A) File Age Discrimination Act of 1975, as amended (42 T.]SC ss. 610 l-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment.Act o1"1972(PL 2- 55),as amended,relating to nondiscrimination on the basis of drag. abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act. of 1970 (PI, 91-61.6), as amended„ relating to nondiscrimination oil the basis of alcohol abuse or alcoholism; 7") The Public Health Service Act of 1912. ss.. 523 and 527 ('42 USC: ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records, 8) Title VIll of the Civil Tights Act. of 1968. (42 USC s, 3601 et seq.), as amended, relating to nondiscrimination in the sale., rental or financing of housing; 9) The Americans with Disabilities Act of 19,90 (42 USC s. 121.01 Note),as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin,ancestry, sexual orientation, gender identity or expression, familial status or age; 1 I)The Pregnant Workers Fairness Act(P'1 FA)pursuant to 42 U.S.C.2000gg et seq.;and 12)Any other nondiscrimination provisions in any FederraI or state statutes which may apply to the parties to,or the subJect matter of,this Agreement. 29) E-'+Verily Requirements. Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the F-verify system in order to verify the work authorization status o1''"all newly hired employees.. Contractor acknowledges and agrees to utilize the U.S,. Department o1f' homeland Security's Fs-,Verify Systern to verify the employment eligibility off- a) All persons employed by Contractor to perffor in employment duties within Florida during the terra of the contract;and b) All persons (including subverrdorslsubcon.sultant*sJsubcontractors) assigned by Contractor to perform; work pursuant to the contract with the County.. The Contractor acknowledges and agrees that use of the U.S.Department of Homeland Page I I of 15 Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time. This includes,but is not limited to,utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all subcontractors to provide an affidavit to Contractor attesting that the subcontractor does not employ, contract with,or subcontract with, an unauthorized alien. Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (1) year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement, Contractor will provide proof of enrollment in E-verify to the County. 30) Prohibited Telecommunications Equipment. Contractor represents and certifies that it and its applicable subcontractors do not and will not use any equipment,system,or service that uses covered telecommunications equipment or services as a substantial or essential component of any system,or as critical technology as part of any system, as such terms are used in 48 CFR§§52.204-24 through 52.204-26.By executing this Agreement, Contractor represents and certifies that Contractor and its applicable subcontractors must not provide or use such covered telecommunications equipment, system, or services for any scope of work performed for the County for the entire duration of this Agreement. If Contractor is notified of any use or provisions of such covered telecommunications equipment, system, or services by a subcontractor at any tier or by any other source, Contractor must promptly report the information in 40 CFR § 52.204-25(d)(2) to County. 31) Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes. Pursuant to Section 287.137, Florida Statutes, as may be amended, a person or an affiliate who has been placed on the antitrust violator vendor list (electronically published and updated quarterly by the State of Florida)following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may not submit a bid,proposal, or reply for a new contract with a public entity for the construction or repair of a public building or public work; may not submit a bid,proposal, or reply on new leases of real property to a public entity;may not be awarded or perform work as a contractor,supplier,subcontractor, or consultant under a new contract with a public entity; and may not transact new business with a public entity. By entering this Agreement, Contractor certifies neither it nor its affiliate(s) are on the antitrust violator vendor list at the time of entering this Agreement. False certification under this paragraph or being subsequently added to that list will result in termination of this Agreement, at the option of the County consistent with Section 287.137, Florida Statutes, as amended. 32) Environmental and Social Government and Corporate Activism. Pursuant to Section 287.05701, Florida Statutes, as may be amended, the County cannot give preference to a contractor based on social, political or ideological interests as defined in the statute. Contractor is also prohibited from giving preference to any of its subcontractors based on the above referenced factors. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. Page 12 of 15 33) Merger; Amendment. This Agreement constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. 34) Interpretation. The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement include the other gender, and the singular includes the plural, and vice versa, unless the context otherwise requires. Terms such as "herein" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a section or article of this Agreement, such reference is to the section or article as a whole, including all subsections thereof, unless the reference is made to a particular subsection or subparagraph of such section or article. Any reference to "days"means calendar days,unless otherwise expressly stated. 35) Joint Preparation. It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparing same does not apply herein due to the joint contributions of both parties. 36) Severability; Waiver of Provisions. Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction,be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non-enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. 37) Signatory Authority.Upon request, the Contractor must provide the County with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 38) Counterparts and Multiple Originals. This Agreement may be executed in multiple originals, and may be executed in counterparts, each of which is hereby deemed to be an original,but all of which,taken together, constitutes one and the same agreement. 39) Proprietary or Confidential Information. Neither party makes any representation or warranty as to the accuracy or completeness of its Proprietary or Confidential Information disclosed under this Agreement. Contractor guarantees that its use or creation of any intellectual property under this Agreement does not infringe upon the intellectual property rights of any third parry. Furthermore, Contractor agrees to defend, indemnify and hold harmless the County, its elected and appointed officials, employees, and agents from all such claims, fees, royalties, or costs for its use of any patent, trademark, or copyrighted materials, and any suits or actions of any name that may be brought against the County,its elected and appointed officials, employees, and agents for the infringement of any patents, trademarks or copyrights claimed by any person, firm, or corporation. Documents submitted by Contractor which constitute trade secrets as defined in Sections 812.081 and 688.002, Florida Statutes, as amended from time to time, and which are clearly marked or stamped as confidential by the Contractor at the time of submission to the County,will not Page 13 of 15 be, subject to public access. However, should a requestor of public records challenge Contractor's interpretation of the term "trade secrets" within five: (5) calendar days of notice of"such challenge,Contractor must provide a separate written affidavit that includes an indemnification and release guarantee,asapproved by the County Attorney or designee, to the County to support its claim that the alleged trade secret(s)actually constitutes sarne as defined by law. Contractor must demonstrate the need for confidentiality of the doct,'u-nentation by showing a business advantage or an opportunity to obtain an advantage if the documentation, was released. Otherwise, Contractor is required to timely seek a protective order in the Circuit Court of the Sixteenth Judicial Circuit in and, for Monroe County to prevent the County's release of the requested records. IN WITNESS WHEREOF, County,BOG.and Contractor have executed this Agreement as of the date first,written above,and said agreement is retroactively of as of that date. CONTRACTOR: PUBLIC CONSULTING GROUP LLC B� Signature STATE OF M Prin Name&Ifi-t—Ic- COUNTYOF The foregoing instrument was acknowledged before me by means of 5(/physical presence orl]online notarisation,this, A day of 64-ek- 204,Y�by -&10, President for Authority Title]of Public Consulting Group LLC a Delaware Limited Liability Company, lie/She isigr—so nay nown to i u r has produced (type of identification)as identification. a ire of PublicDIANE E.CASE siwt"C;t�- Public Notary Public massachuse"s my CowwrNsIon Expireft ........... Jan 6.2029 (Print&Starrip- Notary Public) GO 01 a lCounity Signatures to followl page 14 of 15 AGREEMENT between MONROE COUNTY,FL& PUBLIC CONSULTING GROUP LLC for Professional Services related to Public Emergency Medical Transportation(PEMT)Program BOARD OF COUNTY COMMISSIONERS'OF MONROE COUNTY,FLORIDA: B .....--' Mayor Holly Merrill Raschein (Nunc pro tunc)- • BOARD OF GOVERNORS,FIRE AND AMBULANCE DISTRICT 1,MONROE COUNTY,FLORIDA: By: 4440,..../oZe"- Chairperson/Mayor Bruce Halle (Nunc pro tunc) ,N',;-'.::• -- '.'�.�i.`ri'-wit l L•,:', fq.:-,'.$';'''r---7(Sealjt.'Z'A . . . y '+' ,'�� `�:LV�?'j 5�N�B'� f it `1 iG�l l ,( fg ff ldi „ a, ', . �",-<,., lnik, 4 tteSt �4:tin Madok,Clerk :V-',::,,. tt:. .i, y,Fit 0 ,' 0y- .\-',-,,.,',,,i,7-..;:::'),:',. ..:::,i w D:e, a Clerk Approved as to legal form & sufficiency: 3 ,-,{ l C7t-e, 714. La,U)1,:d, . . ',!1:7; Assistant County Attorney ` `` ;.,...,.: t r-r i Page 15 of 15 I PUBLIC s WNSULTINOCAOLAP Monroe County PCG Emergency Services Agreement solud'ons th at mutter ATTACHMENT A CONTRACTED SERVICES Public Emergency Medical Transportation (PEMT) Program PCG will provide the below Contracted Services will be utilized for three state fiscal year cost reporting cycles, defined as FY24 (July 1, 2023 to June 30, 2024), FY25 (July 1, 2024 to June 30, 2025), and FY26 (July 1, 2025 to June 30, 2026). A. CLIENT provides countywide ambulance and medical services some of which will qual- ify for the PEMT Program for Medicaid. CLIENT must comply with both U.S. Depart- ment of Health and Human Services under the Health Insurance Portability and Account- ability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health (HITECH) Act and as such, PCG shall comply. B. CLIENT provides emergency medical transports to Medicaid patients each year and the Contractor shall complete the required paperwork for CLIENT to participate in the PEMT Program. C. This PEMT Program provides for supplemental payments for allowable costs that are in excess of other Medicaid revenue received for emergency medical transportation services to Medicaid eligible recipients. D. PCG shall be familiar with the PEMT Program in the State of Florida and all the rules, regulations and requirements associated with the Program. E. PCG shall have the knowledge, skills, and ability to fully complete the required cost re- ports to the Agency for Health Care Administration (AHCA)within the time frame pre- scribed by AHCA. F. PCG shall have knowledge of the data and cost reporting principles specified in Chapter 401, Florida Statutes. G. PCG shall have knowledge and experience in the completion of all ten (10) Schedules as required by the Program. H. CLIENT will provide PCG with all of the required data needed to complete the Sched- ules; however, PCG is responsible for accurate completion of the Schedules. Page 1 Monroe County CONSULTINOCAOLAP PCG Emergency Services Agreement solud'ons th at mutter L PCG shall be able to accept from CLIENT, in electronic submission form, all information via a secure connection in accordance with the Health Insurance Portability and Account- ability Act(HIPAA). J. If the completed cost report is rejected by AHCA, PCG shall work with CLIENT to make the necessary corrections and/or modifications and resubmit the report before the re- quired filing deadline. K. PCG shall keep CLIENT informed of all updates relating to managed care and estimate the impact of future changes in managed care reimbursement. L. PCG shall support CLIENT in establishing the legal and operational ground to participate in the Managed Care program. M. PCG shall draft supporting documentation and flow processes for presentation to CLI- ENT and assist with messaging and review presentations for governmental relationship staff as needed. N. PCG shall provide guidance and support to CLIENT for it to enter into contracts with Managed Care Organizations. O. PCG shall be familiar with the Managed Care program in the state of Florida and all the rules, regulations and managed care reporting requirements. P. PCG shall monitor claims and cash flows of Managed Care program to ensure CLIENT receives appropriate benefit from the program and has met documentation needs. Q. PCG agrees to receive compensation for Contracted Services on a contingency fee basis. This compensation will be based on payments received by CLIENT under the PEMT Program. R. If, as a result of an audit by the ACHA or any other government agency, a refund is re- quired by CLIENT, PCG agrees to return the portion of the compensation fee that was paid on the amount being refunded. Page 2 I PUBLIC s CONSULTINOCAOLAP Monroe County PCG Emergency Services Agreement solud'ons th at mutter ATTACHMENT B COMPENSATION In consideration for the Contracted Services, CLIENT will pay PCG 6% of the reimbursements received by CLIENT under the PEMT program for Medicaid FFS and 6% of the reimbursements received by CLIENT under the Medicaid MCO for the state fiscal year cost reporting cycles set forth in Attachment A. PCG will not receive any compensation until the Medicaid FFS or Medicaid MCO reimbursements are received by CLIENT. All reimbursement realized by CLIENT from the supplemental payment program for EMS shall be paid in full directly from AHCA to CLIENT. PCG will invoice and receive its compensation after the receipt of reimbursement is received by CLIENT for either ini- tiative, i.e.,reimbursements do not have to be received for both Medicaid FFS and Medicaid MCO programs;rather PCG's compensation arises from reimbursements received by CLIENT for either or both initiatives, as they come in, from the state fiscal year cost reporting cycles set forth in Attachment A. PCG will invoice CLIENT based on the reimbursements within 45 days of receipt of funds by CLIENT. Page 3 ATTACHMENT C HIPAA Business Associate Addendum 1. PREAMBLE AND DEFINITIONS. 1.1 Pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), Monroe County, a political subdivision of the State of Florida, through its Board of County Commissioners, (the "County"), the Board of Governors of the Fire and Ambulance District I of Monroe County, Florida, a municipal services taxing unit established under Florida law and codified in Section 22-129, Monroe County Code of Ordinances, with a principal address being the same as the County("BOG"), and Public Consulting Group LLC, or any of its corporate affiliates ('Business Associate"), a Delaware limited liability corporation, enter into this Business Associate Agreement ("BAA") as of October 1, 2024 (the "Effective Date") that addresses the HIPAA requirements with respect to "business associates," as defined under the privacy, security, breach notification,and enforcement rules at 45 C.F.R.Part 160 and Part 164("HIPAA Rules").A reference in this BAA to a section in the HIPAA Rules means the section as in effect or as amended. 1.2 This BAA is intended to ensure that Business Associate will establish and implement appropriate safeguards for the Protected Health Information ("PHI") (as defined under the HIPAA Rules) that Business Associate may receive, create, maintain, use, or disclose in connection with the functions, activities, and services that Business Associate performs for Covered Entity. The functions, activities, and services that Business Associate performs for Covered Entity are defined in AGREEMENT between MONROE COUNTY, FL and PUBLIC CONSULTING GROUP LLC for Professional Services related to Public Emergency Medical Transportation (PEMT) Program (the "Underlying Agreement"). 1.3 Pursuant to changes required under the Health Information Technology for Economic and Clinical Health Act of 2009 (the "HITECH Act") and under the American Recovery and Reinvestment Act of 2009("ARRA"),this BAA also reflects federal breach notification requirements imposed on Business Associate when "Unsecured PHI" (as defined under the HIPAA Rules) is acquired by an unauthorized party, and the expanded privacy and security provisions imposed on business associates. 1.4 Unless the context clearly indicates otherwise, the following terms in this BAA shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Designated Record Set,disclosure,Electronic Media,Electronic Protected Health Information(ePHI),Health Care Operations, individual, Minimum Necessary, Notice of Privacy Practices, Required By Law, Secretary, Security Incident, Subcontractor,Unsecured PHI, and use. 1.5 A reference in this BAA to the Privacy Rule means the Privacy Rule, in conformity with the regulations at 45 C.F.R. Parts 160-164 (the "Privacy Rule") as interpreted under applicable regulations and guidance of general application published by HHS,including all amendments thereto for which compliance is required, as amended by the HITECH Act, ARRA, and the HIPAA Rules. 2. GENERAL OBLIGATIONS OF BUSINESS ASSOCIATE. 2.1 Business Associate agrees not to use or disclose PHI,other than as permitted or required by this BAA or as Required By Law,or if such use or disclosure does not otherwise cause a Breach of Unsecured PHI. 2.2 Business Associate agrees to use appropriate safeguards,and comply with Subpart C of 45 C.F.R.Part 164 with respect to ePHI,to prevent use or disclosure of PHI other than as provided for by the BAA. 2.3 Business Associate agrees to mitigate,to the extent practicable, any harmful effect that is known to Business Associate as a result of a use or disclosure of PHI by Business Associate in violation of this BAA's requirements or that would otherwise cause a Breach of Unsecured PHI. 2.4 The Business Associate agrees to the following breach notification requirements: (a) Business Associate agrees to provide notification of any Breach of Unsecured PHI of which it becomes aware, as required under 45 C.F.R. § 164.410, and any Security Incident of which it becomes aware, in violation of this BAA to individuals, the media (as defined under the HITECH Act), the Secretary, and/or any other parties as required under HIPAA,the HITECH Act,ARRA,and the HIPAA Rules,subject to the prior review and written approval by Covered Entity of the content of such notification. (b) In the event of Business Associate's use or disclosure of Unsecured PHI in violation of HIPAA, the HITECH Act, or ARRA, Business Associate bears the burden of demonstrating that notice as required under this Section 2.4 was made, including evidence demonstrating the necessity of any delay,or that the use or disclosure did not constitute a Breach of Unsecured PHI. 2.5 Business Associate agrees, in accordance with 45 C.F.R. §§ 164.502(e)(1)(11) and 164.308(b)(2), if applicable, to require that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information. 2.6 Business Associate agrees to make available PHI in a Designated Record Set to the Covered Entity as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.524. (a) Business Associate agrees to comply with an individual's request to restrict the disclosure of their personal PHI in a manner consistent with 45 C.F.R. § 164.522, except where such use, disclosure, or request is required or permitted under applicable law. (b) Business Associate agrees to charge fees related to providing individuals access to their PHI in accordance with 45 C.F.R. § 164.524(c)(4). (c) Business Associate agrees that when requesting, using, or disclosing PHI in accordance with 45 C.F.R. § 164.502(b)(1) that such request, use, or disclosure shall be to the minimum extent necessary, including the use of a "limited data set" as defined in 45 C.F.R. § 164.514(e)(2), to accomplish the intended purpose of such request, use, or disclosure, as interpreted under related guidance issued by the Secretary from time to time. 2.7 Business Associate agrees to make any amendments to PHI in a Designated Record Set as directed or agreed to by the Covered Entity pursuant to 45 C.F.R. § 164.526, or to take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.526. 2.8 Business Associate agrees to maintain and make available the information required to provide an accounting of disclosures to the Covered Entity as necessary to satisfy Covered Entity's obligations under 45 C.F.R. § 164.528. Page 2 of 6 2.9 Business Associate agrees to make its internal practices,books, and records, including policies and procedures regarding PHI, relating to the use and disclosure of PHI and Breach of any Unsecured PHI received from Covered Entity, or created or received by the Business Associate on behalf of Covered Entity, available to Covered Entity (or the Secretary) for the purpose of Covered Entity or the Secretary determining compliance with the Privacy Rule (as defined in Section 8). 2.10 To the extent that Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 C.F.R. Part 164, Business Associate agrees to comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligation(s). 2.11 Business Associate agrees to account for the following disclosures: (a) Business Associate agrees to maintain and document disclosures of PHI and Breaches of Unsecured PHI and any information relating to the disclosure of PHI and Breach of Unsecured PHI in a manner as would be required for Covered Entity to respond to a request by an individual or the Secretary for an accounting of PHI disclosures and Breaches of Unsecured PHI. (b) Business Associate agrees to provide to Covered Entity, or to an individual at Covered Entity's request, information collected in accordance with this Section 2.11, to permit Covered Entity to respond to a request by an individual or the Secretary for an accounting of PHI disclosures and Breaches of Unsecured PHI. (c) Business Associate agrees to account for any disclosure of PHI used or maintained as an Electronic Health Record (as defined in Section 5) ("EHR") in a manner consistent with 45 C.F.R. § 164.528 and related guidance issued by the Secretary from time to time; provided that an individual shall have the right to receive an accounting of disclosures of EHR by the Business Associate made on behalf of the Covered Entity only during the three years prior to the date on which the accounting is requested from Covered Entity or directly from the Business Associate,whichever is later. (d) In the case of an EHR that the Business Associate acquired on behalf of the Covered Entity as of January 1,2009,paragraph(c)above shall apply to disclosures with respect to PHI made by the Business Associate from such EHR on or after January 1, 2014. In the case of an EHR that the Business Associate acquires on behalf of the Covered Entity after January 1,2009,paragraph(c)above shall apply to disclosures with respect to PHI made by the Business Associate from such EHR on or after the later of January 1,2011,or the date that it acquires the EHR. 2.12 Business Associate agrees to comply with the "Prohibition on Sale of Electronic Health Records or Protected Health Information," as provided in Section 13405(d) of Subtitle D (Privacy) of ARRA, and the "Conditions on Certain Contacts as Part of Health Care Operations," as provided in Section 13406 of Subtitle D (Privacy) of ARRA and related guidance issued by the Secretary from time to time. 2.13 Business Associate acknowledges that, effective on the Effective Date of this BAA, it shall be liable under the civil and criminal enforcement provisions set forth at 42 U.S.C. § 1320d-5 and 1320d-6,as amended,for failure to comply with any of the use and disclosure requirements of this BAA and any guidance issued by the Secretary from time to time with respect to such use and disclosure requirements. Page 3 of 6 3. PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE. 3.1 General Uses and Disclosures. Business Associate agrees to receive, create, use, or disclose PHI only in a manner that is consistent with this BAA,the Privacy Rule, or Security Rule (as defined in Section 5),and only in connection with providing services to Covered Entity;provided that the use or disclosure would not violate the Privacy Rule, including 45 C.F.R. § 164.504(e), if the use or disclosure would be done by Covered Entity. For example, the use and disclosure of PHI will be permitted for"treatment,payment, and health care operations," in accordance with the Privacy Rule. 3.2 Business Associate may use or disclose PHI as Required By Law. 3.3 Business Associate agrees to make uses and disclosures and requests for PHI: Consistent with Covered Entity's Minimum Necessary policies and procedures established by the Standard Operating Procedures adopted by in the Monroe County Fire Rescue Department, as may be amended from time to time. 3.4 Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 C.F.R.Part 164 if done by the Covered Entity. 4. OBLIGATIONS OF COVERED ENTITY. 4.1 Covered Entity shall: (a) Provide Business Associate with the Notice of Privacy Practices that Covered Entity produces in accordance with the Privacy Rule, and any changes or limitations to such notice under 45 C.F.R. § 164.520, to the extent that such changes or limitations may affect Business Associate's use or disclosure of PHI. (b) Notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to or is required to comply with under 45 C.F.R. § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI under this BAA. (c) Notify Business Associate of any changes in or revocation of permission by an individual to use or disclose PHI,if such change or revocation may affect Business Associate's permitted or required uses and disclosures of PHI under this BAA. 4.2 Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy and Security Rule if done by Covered Entity, except as provided under Section 3 of this BAA. 5. COMPLIANCE WITH SECURITY RULE. 5.1 Business Associate shall comply with the HIPAA Security Rule,which shall mean the Standards for Security of Electronic Protected Health Information at 45 C.F.R.Part 160 and Subparts A and C of Part 164, as amended by ARRA and the HITECH Act. The term "Electronic Health Record"or"EHR" as used in this BAA shall mean an electronic record of health-related information on an individual that is created,gathered,managed, and consulted by authorized health care clinicians and staff. 5.2 In accordance with the Security Rule, Business Associate agrees to: Page 4 of 6 (a) Implement the administrative safeguards set forth at 45 C.F.R. § 164.308, the physical safeguards set forth at 45 C.F.R. § 164.310, the technical safeguards set forth at 45 C.F.R. § 164.312,and the policies and procedures set forth at 45 C.F.R. § 164.316,to reasonably and appropriately protect the confidentiality, integrity, and availability of the ePHI that it creates,receives,maintains,or transmits on behalf of Covered Entity as required by the Security Rule. Business Associate acknowledges that, effective on the Effective Date of this BAA, (a) the foregoing safeguards, policies, and procedures requirements shall apply to Business Associate in the same manner that such requirements apply to Covered Entity, and(b)Business Associate shall be liable under the civil and criminal enforcement provisions set forth at 42 U.S.C. § 1320d-5 and 1320d-6, as amended from time to time, for failure to comply with the safeguards, policies, and procedures requirements and any guidance issued by the Secretary from time to time with respect to such requirements; (b) Require that any agent, including a Subcontractor, to whom it provides such PHI agrees to implement reasonable and appropriate safeguards to protect the PHI; and (c) Report to the Covered Entity any Security Incident of which it becomes aware. 6. INDEMNIFICATION. The parties agree and acknowledge that except as set forth herein, the indemnification obligations contained under the Underlying Agreement shall govern each party's performance under this BAA. 7. TERM AND TERMINATION. 7.1 This BAA shall be in effect as of October 1,2024, and shall terminate on the earlier of the date that: (a) Either party terminates for cause as authorized under Section 7.2. (b) All of the PHI received from Covered Entity,or created or received by Business Associate on behalf of Covered Entity, is destroyed or returned to Covered Entity. If it is not feasible to return or destroy PHI,protections are extended in accordance with Section 7.3. 7.2 Upon either party's knowledge of material breach by the other party,the non-breaching parry shall provide an opportunity for the breaching party to cure the breach or end the violation; or terminate the BAA. If the breaching party does not cure the breach or end the violation within a reasonable timeframe not to exceed seven(7)days from the notification of the breach, or if a material term of the BAA has been breached and a cure is not possible,the non-breaching party may terminate this BAA and the Underlying Agreement,upon written notice to the other party. 7.3 Upon termination of this BAA for any reason, the parties agree that: Business associate shall return to Covered Entity all PHI received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, that the Business Associate still maintains in any form. The PHI shall be returned in a format that is reasonably expected to preserve its accessibility and usability. Business Associate shall retain no copies of the PHI. Page 5 of 6 7.4 The obligations of Business Associate under this Section 7 shall survive the termination of this BAA. 8. MISCELLANEOUS. 8.1 The parties agree to take such action as is necessary to amend this BAA to comply with the requirements of the Privacy Rule, the Security Rule, HIPAA, ARRA, the HITECH Act, the Consolidated Appropriations Act,2021 (CAA-21), the HIPAA Rules, and any other applicable law. 8.2 The respective rights and obligations of Business Associate under Section 6 and Section 7 of this BAA shall survive the termination of this BAA. 8.3 This BAA shall be interpreted in the following manner: (a) Any ambiguity shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Rules. (b) Any inconsistency between the BAA's provisions and the HIPAA Rules, including all amendments,as interpreted by the HHS,a court,or another regulatory agency with authority over the Parties, shall be interpreted according to the interpretation of the HHS, the court, or the regulatory agency. (c) Any provision of this BAA that differs from those required by the HIPAA Rules, but is nonetheless permitted by the HIPAA Rules, shall be adhered to as stated in this BAA. 8.4 This BAA constitutes the entire agreement between the parties related to the subject matter of this BAA, except to the extent that the Underlying Agreement imposes more stringent requirements related to the use and protection of PHI upon Business Associate. This BAA supersedes all prior negotiations, discussions, representations, or proposals, whether oral or written. This BAA may not be modified unless done so in writing and signed by a duly authorized representative of both parties. If any provision of this BAA, or part thereof,is found to be invalid, the remaining provisions shall remain in effect. 8.5 This BAA will be binding on the successors and assigns of the Covered Entity and the Business Associate. However, this BAA may not be assigned,in whole or in part,without the written consent of the other party. Any attempted assignment in violation of this provision shall be null and void. 8.6 This BAA may be executed in two or more counterparts,each of which shall be deemed an original. 8.7 Except to the extent preempted by federal law, this BAA shall be governed by and construed in accordance with the same internal laws as that of the Underlying Agreement. Page 6 of 6 DATE(MMIDDIYYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 3/29/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: Adrienne Kisonas PHONE FAX& Brown Insurance Services, Inc. AX WC,No,Ext: AIC,No): 980 Washington St., Suite 325 E-MAILs:Adrienne.Kisonas@bbrown.com ADDRES INSURER(S) AFFORDING COVERAGE NAIC# Dedham MA 02026 INSURER A:Great Northern Insurance Company 20303 INSURED INSURER B:Federal Insurance Company 20281 Public Consulting Group LLC INSURERC:ACE American Insurance Company 22667 Attn: Michael Marotta INSURERD:Allied World National Assurance Companj 10690 148 State St., 10th Floor INSURER E: Boston MA 02109 INSURER F: COVERAGES CERTIFICATE NUMBER:24-25 GL Auto UMB WC REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN SD WVD POLICY NUMBER MMIDDIYYYY MMIDDIYYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 MIGE A CLAIMS-MADE NTE ❑X OCCUR P'Al MISESO aEo cunnr nce $ 1,000,000 35855036 4/1/2024 4/1/2025 MED EXP(Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: APPROVED BY RISK MANAGEMENT GENERAL AGGREGATE $ 2,000,000 X POLICY JECT P'O LOC BY -. w PRODUCTS-COMP/OP AGG $ Included OTHER: DATE 4/19 2'O24 Employee Benefits $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 WAIVER N/A YES Ea accident ANY AUTO BODILY INJURY(Per person) $ B ALL OWNED SCHEDULED AUTOS AUTOS (25)73590490 9/1/2024 9/1/2025 BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE X HIREDAUTOS X AUTOS Per accident $ B X UMBRELLA LIAB OCCUR 5672-10-14 4/1/2024 4/1/2025 EACH OCCURRENCE $ 1,000,000 C X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED I I RETENTION$ 0311-2674 4/1/2024 4/1/2025 aci Occurrence ggregate $ 9,000,000 WORKERS COMPENSATION X PER I OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE I ER ANY PROPRIETOR/PARTNER/EXECUTIVE I��*� � E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? I N I NIA C (Mandatory in NH) (25)71724811 4/1/2024 4/1/2025 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Professional/Cyber Liability/ D97157753 4/1/2024 4/1/2025 Each Claim/Aggregate: $10,000,000 Technology E&O: Claims Made Retention: $500,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County Board of County Commissioners is included as Additional Insured on the General Liability and Auto Liability where required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board of County Commissione THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE Owen Callaghan/MYLANA r, ' I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401)