HomeMy WebLinkAboutItem P3 P3
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
May 21, 2025
Agenda Item Number: P3
2023-3939
BULK ITEM: No DEPARTMENT: Administration
TIME APPROXIMATE: STAFF CONTACT: Tina Boan
AGENDA ITEM WORDING: Discussion and direction regarding the FY26 ad valorem tax levy for
the Middle Keys Health Care Municipal Services Taxing Unit(MSTU) for the purpose of determining
whether to continue funding the Healthcare Services Agreement with Fisherman's Health, Inc. at its
current rate, a reduced rate to reach the maximum $15 million, or exercising the right to cease further
funding.
ITEM BACKGROUND:
Staff is seeking direction from the Board on whether to continue levying the tax to fund the MSTU at its
historic rate, at a reduced rate, or to cease all collections. To date, over $14 million has been collected.
The Cities of Marathon and Key Colony Beach have both passed resolutions asking the County to levy
one last milage to bring the total amount to $15 million. Staff can do their best to calculate the
approximate amount of reduction to the millage rate to collect only the shortfall needed to reach the
overall funding goal of$15 million. This approach would aim to avoid substantial over-collection while
still ensuring the County meets its commitment to fund essential health care services. Staff wants to
assure we do not end up in a position of refunding an overage in collections, so we recommend a
conservative approach.
County Attorney Shillinger has indicated the Board has the following options:
1. cease levying the tax either through either a:
• temporary pause in the levy(which can be decided each year up through FY 2029 whereupon
the ordinance sunsets); or
• permanent repeal of the ordinance;
2. continuing the annual levy up to the 1/z of one mill (0.00050) each year until 2029, as contemplated
in the Ordinance;
3. levying for a reduced amount until the $15 million target is collected.
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HISTORY:
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 0.5000
on assessed valuation of taxable property with a maximum of$15 million paid to the hospital.
Section 1 of the Ordinance states that the levy, collection and disbursement of the 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.
On May 8, 2019, the Board of County Commissioners entered into a Healthcare Services Agreement
with Fisherman's Health, Inc. for the use of ad valorem taxes levied through the Middle Keys Health
Care MSTU to fund indigent health care.
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). The
County retains the discretion under the contract to not fund the agreement during any particular year
during its ten-year lifespan.
Fishermen's can turn in quarterly requests for reimbursement, but only up to the fund balance at the
time and up to $15 million total.
PREVIOUS RELEVANT BOCC ACTION:
July 2018, BOCC approved ordinance No. 012-2018 Creating Middle Keys Health Care Municipal
Services Taxing Unit
May 2019, BOCC approved and entered into Health Care Services Agreement with Fisherman's Health,
Inc.
Payments:
Fiscal Year Ending Total Payments Notes
September 30, 2020 1,737,358.00 Per ACFR
September 30, 2021 2,091,347.24 Per ACFR
September 30, 2022 1,982,984.75 Per ACFR
September 30, 2023 2,328,364.00 Per ACFR
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September 30, 2024 2,626,948.00 Unaudited
September 30, 2025 2,730,252.10 YTD -As of 03/13/25
Total Paid as of 03/13/25 $13,497,254.09
Total Contract Amount $15,000,000.00
Less: Paid To Date 03/13/25 (13,497,254.09)
Balance of Contract $1,502,745.91
Remaining FY2025 Budget 606,634.90
Estimated Total Paid
by 09/30/2025 $14,103,888.99
Total Contract Amount 15,000,000.00 (up to $15 million).
Less: Total Estimated
Paid as of 09/30/25 (14,103,888.99)
Estimated Remaining
Contract Balance for FY2026 $896,111.01
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
n/a
STAFF RECOMMENDATION:
Staff seeks Board direction on:
1. Whether to continue the MSTU into FY26;
2. Whether to reduce the millage rate to collect only the amount necessary to reach the $15M
funding target;
3. Additionally, staff requests input on whether the Board of County Commissioners and the cities
of Key Colony Beach(KCB) and Marathon are supportive of increasing the $15 million total in
the event that final tax collections slightly exceed the goal. Although the Office of Management
and Budget (OMB)will attempt to set a millage rate that funds only up to the $15 million target,
minor surplus may occur due to final property value adjustments, delinquent tax payments, or
other timing-related variances. In such cases, rather than leaving the Clerk or Tax Collector, in a
position that requires the County to issue refunds; staff anticipates returning to the Board in future
fiscal years with a proposed contract amendment to authorize transmittal of any surplus amount
exceeding the $15 million threshold.
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DOCUMENTATION:
City of Marathon Resolution 2025-33.pdf
05—08—2019 Health Care Services Agreement(1).pdf
05082019 Business Associate Agreement.pdf
Copy of FY2025 - Fishermen's Hospital Reimbursement Reconciliation 3.13.25.xlsx
2025-01 Key Colony Beach MSTU Resolution ADOPTED.pdf
FINANCIAL IMPACT:
Estimated Amount: Variable, depending on millage rate adopted
Funding Source(s): Middle Keys Health Care MSTU
Budgeted: TBD (pending Board direction)
Additional Comments: Potential surplus collections beyond $15M may require intergovernmental
agreement or guidance to avoid refund processes.
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Sponsored by: Garrett
CITY OF MARATHON, FLORIDA
RESOLUTION 2025-33
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MARATHON, FLORIDA INDICATING TO THE MONROE COUNTY
BOARD OF COUNTY COMMISSIONERS (BOCC) ITS INTENT TO
CONTINUE PARTICIPATION IN THE MIDDLE KEYS HEALTH CARE
MUNICIPAL SERVICE TAXING UNIT (MSTU) ONLY IF THE
CURRENT MILLAGE RATE IS RESET BY THE BOCC AT A LEVEL
THAT WILL GENERATE THE NECESSARY REVENUE TO SATISFY,
BUT NOT EXCEED, THE REMAINING FINANCIAL COMMITMENT
UNDER THE MSTU AGREEMENT ($15 MILLION); AND PROVIDING
THAT THE FINAL MILLAGE RATE SHALL BE DETERMINED BASED
ON THE ASSESSED PROPERTY VALUES PROVIDED BY THE
PROPERTY APPRAISER'S OFFICE IN DULY 2025; AND PROVIDING
FOR THE TRANSMITTAL OF THIS RESOLUTION TO APPROPRIATE
MEMBERS OF MONROE COUNTY STAFF, AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS,in 2019,the City of Marathon entered into an agreement known as the Middle
Keys Health Care Municipal Service Taxing Unit (MSTU); and
WHEREAS, for the purposes sought and in order to assist Baptist Hospital with the
redevelopment of Fisherman's Community Hospital, the County under its authority created the
MSTU; and
WHEREAS, the attached MOU provides current and new procedures for such Rendering
based on the Department's termination of the previous MOU effective March 3, 2022; and
WHEREAS, the City agreed to be taxed through the MSTU for an amount of up to fifteen
million dollars ($15,000,000) over a period of up to ten years; and
WHEREAS, the City passed a complimentary Ordinance. As part of the City's Ordinance,
the City must agree to either continue the MSTU each year or request that the County rescind that
portion of the MSTU which includes the City; and.
WHEREAS, if the City votes to terminate the MSTU, they must do it by Ordinance. The
entirety of the City's agreement to the County's MSTU is found in Chapter 28 Taxation/Article 28-
1 In General/Section 28- 1 through Section 28-4; and
WHEREAS, each year since 2019,the City Council has reviewed the Ordinance and agreed
to its continuation. As we approach this year (2025), the MSTU has been very effective at a rate of
0.5 mils to collect nearly all of the $15 Million; and
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WHEREAS, the MSTU is estimated to only require$896,111.01 this coming year to meet
the intent and obligation under the Ordinance; and
WHEREAS, as the MSTU has typically collected approximately $2 Million annually,the
millage of 0.5 is not necessary to collect the remaining amount; and
WHEREAS, the Council has at least two choices (two offered here);
1. Request that the County rescind that portion of their Ordinance which includes the City of
Marathon from further collection under the MSTU, or
2. Request that the County reduce by Ordinance the current millage to an amount which
would only generate the approximate amount of$896,111.01; and
WHEREAS, the City believes that the reduction in millage would be approximately 1/3
of that required and adopted currently. However, this number cannot accurately be determined
until the 2025-2026 tax roll amounts are available in June or early July 2025; and
WHEREAS, by majority vote, the City Council has elected to continue the City's
participation in the MSTU,
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MARATHON, FLORIDA, THAT:
Section 1. The above recitals are true and correct and incorporated herein.
Section 2. Staff transmit a certified copy of this Resolution to the Monroe County
Board of County Commissioners (BOCC) indicating its intent to continue participation in the
Middle Keys Health Care Municipal Service Taxing Unit (MSTU) ONLY if the current millage
rate is reset by the BOCC at a level that will generate the necessary revenue to satisfy, but not
exceed,the remaining financial commitment under the MSTU agreement($15 million). Said final
millage is understood to be provided by the Monroe County Property Appraiser (MCPA) to the
BOCC based on the assessed property values provided by the MCPA office in July 2025.
Section 3. This Resolution shall take effect immediately upon the signature of both
parties.
Section 4. The City Clerk is directed to transmit this Resolution to Monroe County for
their use and deliberations.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
MARATHON, FLORIDA, THIS 31ST DAY OF MARCH, 2025.
THE CITY O MARATHON, FLORIDA
Ly66 Landry, Mayor
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AYES: Smith, Still,Landry
NOES: Matlock, Delgaizo
ABSENT: None
ABSTAIN: None
ATTEST:
Cc
,:
idiie �: ie. ,,City Clerk
(Gi&Seal) C) z
4P
APPROVED AS'TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF THE
CITY OF MARATHON, FLORIDA ONLY:
4
Steve Williams, City Attorney
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Kevin MIadok, cpA
Clerk of the Circuit Court& Comptroller-.. Monroe County, Florida
�a'Texe taUm+°y�..
DATE: May 9, 2019
TO: Kathy Peters, CP
County Attorney's Office
FROM: Pamela G. Hancock, D.C.
SUBJECT: May 8fh BOCC Meeting
Attached are electronic copies of Item F1, Healthcare Services Agreement with
Fishermen's Health, Inc. for the use of ad valorem taxes levied through the Middle Keys Health
Care Municipal Service Taxing Unit; and the Business Associate Agreement with Fishermen's
Health, Inc.
Should you have any questions,please feel free to contact me at (305) 292-3550. Thank
you.
cc: County Administrator
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
50�0 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Fl(wirin '41070
305-294-4641 305-2801-6027 305-852-7145 305-852-7145 4287
i
HEALTHCARE SERVICES AGREEMENT
THIS HEALTHCARE SERVICES AGREEMENT (this "Agreement") is entered into
this V&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 f
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
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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. z
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.
f
1.9 "County" has the meaning set forth in the opening paragraph above.
1.10 "County Budget Director"has the meaning set forth in Section 3.4.
1.11 "Custodian" has the meaning set forth in Section 8.1.
1.12 "Effective Date" has the meaning set forth in the opening paragraph above.
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1.13 "Eligible Individual" has the meaning set forth in the Recitals.
1.14 "Federal Poverty Guidelines" are the standard of the same name issued annually
by the Department of Health and Human Services, which is used to determine eligibility for -
certain federal government programs and benefits. F
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.
E
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
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. r
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. '
x
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
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the MAC from time to time, shall be deemed the final determination of "Quarterly Costs,"
without any retrospective settlement for reconciliation to actual costs, as is done for Fishermen's
Medicare reimbursement determination. In the case of an Eligible Individual whose charges are
reduced, but not waived in their entirety, by Fishermen's, only the percentage of Fishermen's
costs that is directly proportional to the percentage by which the Eligible Individual's charges
were reduced by Fishermen's shall be included in the calculation of Quarterly Costs.
1.28 "Re uest"has the meaning set forth in Section 3.4.
F
1.29 "Services"has the meaning set forth in the Recitals.
1.30 "Term"has the meaning set forth in Section 7.1.
1.31 "Third Party Payor" means any individual, entity, or program (other than
County and this Agreement) that is, or may be, obligated to pay for all or a part of the Services
provided to Eligible Individuals, including, without limitation, any workers' compensation
carrier, tortfeasor, insurer of a tortfeasor, or government entity, including, without limitation, the
Medicaid program or Medicaid health maintenance organizations or Medicaid insurance plans.
1.32 "Third Party Payment" means any funds paid by a Third Party Payor to or for
the benefit of Fishermen's, whether by contract, court judgment, settlement agreement, or other fl
arrangement, with respect to Fishermen's provision of the Services to Eligible Individuals.
ARTICLE II -
FISHERMEN'S REPRESENTATIONS 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 >:
s
disclosed to County in writing, there are no actions, suits or proceedings now pending or (to the
best of Fishermen's knowledge) now threatened against or affecting Fishermen's or its property
before any court of Law or equity or any administrative board or tribunal or before or by any
Governmental Authority.
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2.4 Valid and Binding Obligation. This Agreement constitutes the valid and
binding obligation of Fishermen's, enforceable against Fishermen's, and its successors and
assigns, in accordance with their respective terms, subject to bankruptcy, insolvency, and other
similar Laws affecting the rights of creditors generally.
2.5 Performance of Duties. Fishermen's, intending to be legally bound, hereby
promises to County the due and punctual observance, performance, and discharge of any and all }
obligations of Fishermen's contained in this Agreement.
ARTICLE III
FISHERMEN'S OBLIGATIONS
3.1 Construction of Permanent Hospital Facility. Fishermen's intends to construct
a permanent hospital facility in Marathon, Florida on approximately the schedule set forth in
Exhibit A. Fisherman's understands that, as provided in Section 5.4, prior to completion of
construction, ongoing construction of a permanent hospital facility on approximately the
schedule set forth in Exhibit A is a condition to receipt of the payments set forth in Section 5.3.
3.2 Provision of Services to Eligible Individuals. During the Term, Fishermen's
shall provide the Services to Eligible Individuals.
3.3 Third Parry 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, E
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 f
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 Jz
• Unique Patient Identifier
• Patient Zip Code
• General Description of Services Provided
• Total Cost of Services Provided
• Efforts to Obtain Third Party Payments
• Third Party Payments Received
• Net Amount Due to Fishermen's
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Fishermen's shall make reasonable efforts not to request duplicate payments from County
for any Services furnished to Eligible Individuals, and County shall not be required to make
duplicate payments for any such Services. Fishermen's shall submit its Request for the final
Contract Quarter no sooner than ninety (90) days, and no later than one hundred and eighty(190)
days, after the expiration or termination of this Agreement. Fishermen's Request for the final a
Contract Quarter shall include Third Party Payments received during the final Contract Quarter g
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 t
Agreement, Fishermen's shall at all times comply with federal, state, and local Laws.
ARTICLE IV
COUNTY'S REPRESENTATIONS AND WARRANTIES
In order to induce Fishermen's to enter into this Agreement, County makes the following
representations and warranties to Fishermen's, each of which shall survive the execution and
delivery of this Agreement, and will be and remain true and correct at all times:
4.1 Lawful Existence. County is a political subdivision of the State of Florida, duly
organized and validly existing under the Laws of the State of Florida. County has full power and
capacity to carry on its business as presently conducted by it, and to enter into the transactions
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.
l
4.3 Valid and Bindin6 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 x
COUNTY OBLIGATIONS
Y
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.
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5.2 Lew 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 E
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.
f
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 t
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 Fishennen'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 r
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
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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 E
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
perfonnance of this Agreement. This Article VI shall survive the expiration or termination of
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this Agreement, or any portion of it. Nothing in this Article VI constitutes (1) a waiver of
County's sovereign immunity or the liability limits stated in section 768.28, Florida Statutes; or
(2) consent by County to be sued by any third party in any matter arising out of this Agreement.
ARTICLE VII
TERM AND TERMINATION
7.1 Term. Except as expressly stated herein, the "Term" shall mean that period
beginning on the Commencement Date and ending ten(10)years after the Commencement Date. s
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7.2 Termination.
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(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.
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(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
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8.1 Records. County acknowledges that(a) Fishermen's is a private corporation; and f
(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 i
technology systems. Fishermen's shall ensure that Included Records that are exempt, or
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confidential and exempt, from chapter 119, Florida Statutes are not disclosed except as
authorized by Law. Fishermen's shall keep and maintain such Included Records, in accordance
with generally accepted accounting principles, during the Term and for a period of five (5) years
after the expiration or termination of this Agreement, and otherwise shall continue to comply
with this Section 8.1 during such five (5) year period. IF FISHERMEN'S HAS
QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES TO FISHERMEN'S DUTY TO PROVIDE INCLUDED
RECORDS RELATING TO THIS AGREEMENT, FISHERMEN'S SHALL
CONTACT THE CUSTODIAN AT (305) 292-3470, Bradley-
brian ,monroecount-y-fl.gov, C/O MONROE COUNTY ATTORNEY'S OFFICE,
1111 f2th STREET, SUITE 408, KEY WEST, FLORIDA 33.040.
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.
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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.
114699724.16 9
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9.3 Rights and Remedies. Upon any breach of this Agreement, which has not been
cured within the applicable cure period set forth in Section 7.2(c), in addition to any remedies set
forth in this Agreement, the non-breaching Party shall be entitled to all legal and equitable
remedies.
9.4 Attorneys' Fees and Expenses. In the event of any dispute arising out of or
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 i
may designate, by notice given in accordance with this Section 9.5. Notice shall be deemed to
have been given and received when delivered personally or by recognized courier, or on the fifth
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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. i
Notwithstanding the foregoing, Fishermen's may assign any of its rights or delegate any of its
duties under this Agreement to an affiliate without the prior written consent of County.
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9.7 Amendment or Waiver. This Agreement may be amended, supplemented, or
modified at any time only by a written instrument duly executed by both Parties. Any provision
in this Agreement may be waived at any time by the Party that is entitled to the benefit thereof,
but only by a writing that has been signed by the Party waiving such provision, and such waiver F;
shall apply only to the extent set forth in such waiver.
9.8 Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes
the entire agreement between the Parties with respect to the subject .matter hereof, and
supersedes all other prior or contemporaneous agreements, understandings, negotiations,
representations, warranties, or letters of intent, whether written and oral, between the Parties as
to the sub j ect 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.
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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.
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9.12 Severability. In the event any provision of this Agreement is held to be invalid, 3.
illegal, or unenforceable in any respect, such,invalidity, illegality, or unenforceability shall not
affect, prejudice, or disturb the validity of the remainder of this Agreement, which shall be and
remain in full force and effect, enforceable in accordance with its terms.
9.13 Governing Law and Venue. This-Agreement shall be governed by, and
construed in accordance with,the Laws of the State of Florida, without regard to its principles of
conflicts of Laws that would result in the application of the Laws of any other jurisdiction. ANY
SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR BASED UPON THIS
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE
INSTITUTED SOLELY IN THE COURTS OF THE STATE OF FLORIDA LOCATED IN
MONROE COUNTY, AND EACH PARTY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION, OR
PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE
ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION, OR
PROCEEDING IN SUCH COURT, AND IRREVOCABLY WAIVE AND AGREE NOT TO
PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH SUIT, ACTION, OR
PROCEEDING BROUGHT IN SUCH COURT HAS BEEN BROUGHT IN AN IMPROPER
OR INCONVENIENT FORUM.
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9.14 Waiver of Jury Trial. EACH OF THE PARTIES IRREVOCABLY WAIVES
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT.
9.15 Execution in Counterparts. This Agreement may be executed in two or more
counterparts, each of which shalt 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, male 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.
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9.19 Authority to Sign. Each signatory to this Agreement warrants that he or she has r
the requisite authority to bind his or her respective entity to the rights and obligations expressed
in this Agreement.
[Intentionally Left Blank]
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114699724.16
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WITNESS WHEREOF,the Parties have caused this Healthcare Services Agreement i
ed as of the Effective Date.
MONROE COUNTY
• in Madok, CPA,Clerk
•���,w..
By: By: 4 1��
Deputy Clerk SYLVIA J. MURPHY
Monroe County Mayor
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Attest: FISHERMEN'S HEALTH,INC.
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By: By:
RI FREE G
Print Name: C7l�d(� �a 6'�W✓ Chief Executive Officer
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APPROVED AS TO FORM .
MONROE COUNTY ATTORNEY'S OFFICE:
I;' A
j Digitally signed by Cynthia L.Hall
d - , DN:cn=Cynthia L.Hall,o=Monroe
.Cn ;County BOCC,ou,email=hall-
�v ,Cynthia@monroecounty-fl.gov,
Date:2019.05.0811:05:45-04'00'
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114699724.16
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Kevin MIadok, cpA
Clerk of the Circuit Court& Comptroller-.. Monroe County, Florida
�a'Texe taUm+°y�..
DATE: May 9, 2019
TO: Kathy Peters, CP
County Attorney's Office
FROM: Pamela G. Hancock, D.C.
SUBJECT: May 8fh BOCC Meeting
Attached are electronic copies of Item F1, Healthcare Services Agreement with
Fishermen's Health, Inc. for the use of ad valorem taxes levied through the Middle Keys Health
Care Municipal Service Taxing Unit; and the Business Associate Agreement with Fishermen's
Health, Inc.
Should you have any questions,please feel free to contact me at (305) 292-3550. Thank
you.
cc: County Administrator
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
50�0 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Fl(wirin '41070
305-294-4641 305-2801-6027 305-852-7145 305-852-7145 4301
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 j
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
Information ("PHI") as mandated by the Privacy Rule promulgated under the Administrative
Simplifications subtitle of the Health Insurance Portability and Accountability Act of 1996
("HIPAA") including all pertinent regulations issued by the U.S. Department of Health and
Human Services as outlined in 45 C.F.R. Parts 160, 162 and 164 ("HIPAA Privacy Rules and
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
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
disclosure of PHI and the security of PHI and ePHI.
NOW,THEREFORE, the parties hereto agree as follows:
1. Definitions.
When used in this Agreement and capitalized, the following terms have the following
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
C.F.R. § 164.501.
(c) "Electronic Protected Health Information" or "ePHI" shall mean s
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Protected Health Information transmitted by electronic media or maintained in
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 s
representative in accordance with 45 C.F.R. § 164.502(g).
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BOSS>Mandatory Standards>Documents>Business Associate Agreement including Security 03-2013
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117792990.2 j
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(e) "Privacy Rule" shall mean the Standards for Privacy of Individually t:
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 "PHI" 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
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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.
(i) "Security Incident" shall mean any attempted or successful .
unauthorized access, use, disclosure, modification or destruction of information or F
interference with systems operations in an electronic information system, as defined in
45 C.F.R. § 164.304.
(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.
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(k) "Unsecured Protected Health Information" shall mean protected
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.
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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 Regarding PHI.
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(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.
(b) Business Associate agrees to use appropriate safeguards to prevent use
or disclosure of the PHI other than as provided for by this Agreement.
(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.
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(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 s
Designated Record Set that is not also in Covered Entity's possession, to Covered
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117792990.2 �
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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.
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(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
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
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the Covered Entity.
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(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.
(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
C.F.R. § 164.528.
(i) Business Associate agrees to use or disclose PHI pursuant to the
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 x
under the Privacy Rule if done by Covered Entity. }
3. Permitted Uses and Disclosures of PHI by Business Associate. a
(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. 3
(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.
(c) Business Associate may disclose PHI for the proper management and
administration of Business Associate and to carry out the legal responsibilities of i
Business Associate if.
(i) such disclosure is Required by Law, or g
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(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 E
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.
(e) Business Associate may use PHI to provide Data Aggregation services
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to Covered Entity as permitted by 45 C.F.R. § 164.504(e)(2)(i)(B).
4. Obligations of Covered Entity Regarding
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(a) Covered Entity shall provide Business Associate with the notice of t
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.
(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
reasonably cooperate with Business Associate in the performance of the mutual x
obligations under this Agreement.
5. Security of Protected Health Information.
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(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 3
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 a
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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
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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.
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(d) Business Associate agrees to establish procedures to mitigate, to the
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.
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(e) Business Associate agrees to immediately notify Covered Entity upon
discovery of any Breach of Unsecured Protected Health Information and provide to
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
independently responsible for the security of all PHI in its possession (electronic or
otherwise), including all PHI that it receives from outside sources including the
Business Associate.
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6. Term and Termination.
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(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
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.
(c) Termination by Business Associate, This Agreement may be -
terminated by Business Associate upon 30 days prior written notice to Covered Entity
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.
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(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 o
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 g
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. n
The parties may agree to amend this Agreement from time to time in any other respect
that they deem appropriate. This Agreement shall not be amended except by written
instrument executed by the parties.
8. Indemnification.
Business Associate shall indemnify and hold harmless Covered Entity from and
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.
The indemnification obligations provided for in this Section will commence on the effective
date of this Agreement and will survive its termination. c
To the extent allowed by Section 768.28, Florida Statutes, Covered Entity shall
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
resulting from a breach of this Agreement or any violation of the Privacy Rule or other g
applicable HIPAA regulations by Covered Entity. The indemnification obligations provided
for in this Section will commence on the effective date of this Agreement and will survive its =
3
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 3
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
a
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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
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
11. Regulatory 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.
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
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4308
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.
No failure or delay by a party hereto in exercising any right, power or remedy under
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,
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
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
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.
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
waiver or consent will be effective only in the specific instance and for the purpose for which s
it was given, and will not constitute a continuing waiver or consent.
16. Governing Law.
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.
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
3
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
F
2
Page 8 of 10
117792990.2
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4309
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.
i
18. Successors and Assigns.
This Agreement will inure to the benefit of and be binding on the successors and
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
not be unreasonably withheld.
[Intentionally Left Blank]
1
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Page 9 of 10
117792990.2
4310
®cam
¢3 WITNESS WHEREOF, the Parties have caused this Business Associate
1 t be executed as of the Effective Date.
MONROE COUNTY
•,` e in Madok, CPA, Clerk
�•OT COYNIV �
By: By:
Deputy Clerk SYLV A J. MURPHY
Monroe County Mayor
't
Attest: FISHERMEN'S HEALTH,INC. I
By: / By:
�t�g!(� � l�i CK B G
Print Name: Chief E ><ve Offic
t
E
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s
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APPROVED-AS TO FORM:
MONROE COUNTY ATTORNEY'S OFFICE y
j 1 Digitally signed by Cynthia L.
4i! Hall
DN:cn=Cynthia L.Hall,
• o=Monroe County BOCC,ou,
email=hall-
cynth is@monroecounty-Fl.gov,
ori 2
Date:2019.OS.02 16:35:44
-04'00'
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FISCAL YEAR ENDING TOTAL PAYMENTS NOTES
September 30, 2020 1,737,358.00 Per ACFR
September 30, 2021 2,091,347.24 Per ACFR
September 30, 2022 1,982,984.75 Per ACFR
September 30, 2023 2,328,364.00 Per ACFR
September 30, 2024 2,626,948.00 Unaudited
September 30, 2025 2,730,252.10 YTD-As of 03/13/25
Total Paid as of 03/13/25 13,497,254.09
Total Contract Amount 15,000,000.00
Less: Paid To Date 03/13/25 (13,497,254.09)
Balance of Contract $ 1,502,745.91
Remaining FY2025 Budget 606,634.90
Estimated Total Paid
by 09/30/2025 14,103,888.99
Total Contract Amount 15,000,000.00
Less: Total Estimated
Paid as of 09/30/25 (14,103,888.99)
Estimated Remaining
Contract Balance for FY2026 $ 896,111.01
4313
PAID PER PATTI'S EMAIL DIFFERENCE
2,258,598.00 521,240.00
2,544,878.00 453,530.76
3,786,941.00 1,803,956.25
2,890,785.00 562,421.00
2,046,747.00 (580,201.00)
(2,730,252.10)
13,527,949.00 30,694.91
4314
RESOLUTION NO.2025-01
A RESOLUTION OF THE CITY COMMISSION OF KEY COLONY
BEACH, FLORIDA INDICATING TO THE MONROE COUNTY BOARD
OF COUNTY COMMISSIONERS (BOCC) ITS INTENT TO CONTINUE
PARTICIPATION IN THE MIDDLE KEYS HEALTH CARE MUNICIPAL
SERVICE TAXING UNIT (MSTU) ONLY IF THE CURRENT MILLAGE
RATE IS RESET BY THE BOCC AT A LEVEL THAT WILL GENERATE
THE NECESSARY REVENUE TO SATISFY, BUT NOT EXCEED, THE
REMAINING FINANCIAL COMMITMENT UNDER THE MSTU
AGREEMENT ($15 MILLION); AND PROVIDING THAT THE FINAL
MILLAGE RATE SHALL BE DETERMINED BASED ON THE ASSESSED
PROPERTY VALUES PROVIDED BY THE PROPERTY APPRAISER'S
OFFICE IN JULY 2025; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS,in 2019,the City of Key Colony Beach(the"City)entered into an agreement
known as the Middle Keys Health Care Municipal Service Taxing Unit(MSTU); and
WHEREAS, for the purposes sought and in order to assist Baptist Hospital with the
redevelopment of Fisherman's Community Hospital, the County under its authority created the
MSTU; and
WHEREAS, the City agreed to be taxed through the MSTU for an amount of up to fifteen
million dollars($15,000,000)over a period of up to ten years; and
WHEREAS, the City passed a complimentary Ordinance. As part of the City's Ordinance,
the City must agree to either continue the MSTU each year or request that the County rescind that
portion of the MSTU which includes the City; and
WHEREAS, if the City votes to terminate the MSTU, they must do it by Ordinance. The
entirety of the City's agreement to the County's MSTU is found in Chapter 13 Planning and
Development/Article III Special Districts/Division 1 —Middle Keys Heath Care Municipal Service
Taxing Unit/Sec 13-66; and
WHEREAS, the MSTU is estimated to only require $896,111.01 in this coming year to
meet the intent and obligation under the Ordinance; and
WHEREAS,as the MSTU has typically collected approximately$2 Million annually, the
millage of 0.5 is not necessary to collect the remaining amount; and
WHEREAS,the City Commission has at least two choices (two offered here);
1. Request that the County rescind that portion of their Ordinance which includes the City of
Key Colony Beach from further collection under the MSTU, or
2. Request that the County reduce by Ordinance the current millage to an amount which
would only generate the approximate amount of$896,111.01; and
4315
Resolution No. 2025-01
Page No.2
WHEREAS, the City believes that the reduction in millage would be approximately 1/3
of that required and adopted currently. However, this number cannot accurately be determined
until the 2025-2026 tax roll amounts are available in June or early July 2025; and
WHEREAS, by majority vote, the City Con-imission has elected to continue the City's
participation in the MSTU.
NOW THEREFORE BE IT RESOLVED ICY THE CITY COMMISSION OF THE
CITY OF KEY COLONY BEACH, FLORIDA, AS FOLLOWS:
Section 1. The above recitals are true and correct and incorporated herein.
Section I Staff transmit a certified copy of this Resolution to the Monroe County Board of
County Commissioners (BOCC) indicating its intent to continue participation in the Middle Keys
Health Care Municipal Service Taxing Unit (MSTU) ONLY if the current millage rate is reset by
the BOCC at a level that will generate the necessary revenue to satisfy, but not exceed, the
remaining financial commitment under the MSTU agreement ($15 million). Said final millage is
understood to be provided by the Monroe County Property Appraiser(MCP A) to the BOCC based
on the assessed property values provided by the MCPA office in July 2025.
Section 3, The City Administrator is hereby authorized to take all necessary action to
effectuate the intent of this Resolution.
Section 4. That this Resolution shall go into effect immediately upon its passage and adoption.
PASSED AND ADOPTED by the Commission of the City of Key Colony Beach, Florida, at its
Special meeting of the City held on April 14, 2025.
FINAL VOTE AT ADOPTION
CITY COIF AIISSION OF KEY COLONY BEACH
Mayor Freddie Foster NO YES
Vice Mayor Joey Raspc NO YES
Commissioner Torn Harding
Commissioner Doug Colonell NO--YES--.S,/—.—
rrms SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE TO FOLLOWI
4316
Resolution No.2025-01
Page No.3
Fraoster.,M,av'O�dier
ATTEST:
Silvia Rot ss n, City Clerk
(City Sea])
Approved as to fcann and legal sufficiency:
Ale
Dij-'0§niitsI City Attorne
4317