R24-042 1 RESOLUTION NO. R24- 042
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
4 AUTHORIZING THE CITY MANAGER TO SIGN A PROFESSIONAL
5 SERVICES AGREEMENT WITH ELITE MEDICAL SPECIALISTS,LLC,
6 OF JUPITER, FLORIDA, FOR MEDICAL SERVICES DIRECTOR FOR
7 FIRE-RESCUE SERVICES;AND PROVIDING AN EFFECTIVE DATE.
8
9
10 WHEREAS, the City of Boynton Beach, Florida, is seeking to engage a Medical
11 Director to oversee the Emergency Medical Services as provided by Fire Rescue,
12 Paramedics, and Lifeguards, as well as other departmental administrative purposes and
13 functions; and
14 WHEREAS, the Medical Director will be an independent contractor supervising
15 and accepting responsibility for the medical performance of Emergency Medical
16 Technicians (EMTs), Paramedics and first responders, and Lifeguards functioning in the
17 Fire and Emergency Medical Services Department and the Parks and Recreation
18 Department under applicable provisions of Chapter 401, Florida Statutes, and FAC 64-J-
19 1.004.; and
20 WHEREAS, staff has recommended that the City Commission approve and
21 authorize the City Manager to sign a Professional Services Agreement with Elite Medical
22 Specialists, LLC, of Jupiter, Florida, for a period of five (5) years in the annual amount of
23 $49,000, with the option to renew for two (2) additional one-year terms at the discretion of
24 the City.
25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
26 CITY OF BOYNTON BEACH, FLORIDA,THAT:
27 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
28 being true and correct and are hereby made a specific part of this Resolution
29 upon adoption hereof.
30 SECTION 2. The City Commission of the City of Boynton Beach, Florida, hereby
31 authorizes and directs the City Manager to approve and authorize the City
32 Manager to sign a Professional Services Agreement with Elite Medical
33 Specialists, LLC, of Jupiter, Florida, for a period of five (5) years in the annual
S:\CA\RESO\Resolutions 2024\March 5,2024\Elite Medical Specialist
34 amount of $49,000, with the option to renew for two (2) additional one-year
35 terms at the discretion of the City, a copy of which is attached hereto as Exhibit
36 "A".
37 SECTION 3. This Resolution shall become effective immediately upon passage.
38
39 PASSED AND ADOPTED this 5th day of March 2024.
40 CITY OF BOYNTON BEACH, FLORIDA
41
42 YES NO
43
44 Mayor—Ty Penserga
45
46 Vice Mayor—Thomas Turkin
47
48 Commissioner—Angela Cruz ✓
49
50 Commissioner— Woodrow L. Hay
51
52 Commissioner—Aimee Kelley ✓
53
54 VOTE 6.D
55
56
57
58 ATTEST:
59
60
69INTL,- ,4111111
62' Maylee De J:.us, MPA, M1V C Ty P•
63 City Clerk Mayor
64
65
66 APPROVED AS TO FORM:
67 (Corporate Seal) Awr. �GU�'�/
68 % OF o�PoNTp2��
69 . R�%.• 1, Shawna G. Lamb
70 ' V�' SE-, Cr��;�� City Attorney
1'1.x,
71 _INCpRpoRA 1=
s, 192o :
`� ARIDA
S:\CA\RESO,Resolutions 2024 March 5,2024'.Elite Medical Specialist
Yo
fr/..
a
o u
'roN
City of Boynton Beach Contract#FR24-029
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH
AND ELITE MEDICAL SPECIALISTS, LLC, FOR MEDICAL SERVICES DIRECTOR
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter the "Agreement" or "Contract") is between
the City of Boynton Beach, a political subdivision of the State of Florida, hereinafter referred to as the
"CITY", and Elite Medical Specialists, LLC, a Florida limited liability company, authorized to do business in
the State of Florida, hereinafter referred to as the"VENDOR"for the Medical Director of Emergency Medical
Services, each a "party" and collectively the "parties."
Background
The City of Boynton Beach and VENDOR hereby agree that the terms of this Contract provide an outline
of the working relationships and responsibilities of the CITY and the VENDOR for the City's Emergency
Medical Services Program (EMS), which is part of the CITY'S Municipal Fire Department. The items in this
Contract are intended to identify the VENDOR's general relationship with the CITY, his responsibility for
supervising the direct medical-related activities of the EMS Program, and the VENDOR's responsibility for
local training and certification of the Paramedics. This Contract further supports the principle that the
VENDOR will receive support from the Fire Department Administration and will direct his requests for
equipment and equipment assignments; manpower and manpower assignments; and supplies to the Fire
Department Administration.VENDOR recognizes that assignments to the Paramedic Program will be made
by the Fire Chief in accordance with the overall resources and needs of the Fire Department.
Now therefore, in consideration of the mutual benefits, terms, and conditions hereinafter specified, the
parties agree as follows:
1. GENERAL SCOPE OF WORK. The CITY hereby contracts with the VENDOR and the VENDOR
accepts this contract as Medical Services Director for the City of Boynton Beach Emergency
Medical Services Program under the provisions of Section 401.46, Florida Statutes, and the
applicable rules of any governmental agency implementing said Chapter or other established duties
required to be performed by said VENDOR, or upon notice from the CITY that such additional
duties have been established by the Florida Department of Health and Rehabilitative Services. It is
recognized that the VENDOR'S contract with the CITY preserves the VENDOR'S right to practice
as an independent physician at all times.
The VENDOR shall perform all services required pursuant to Florida Statutes Chapter 401, Section
401.46, Chapter 64-J-1.004, Florida Administrative Code; duties and regulations promulgated by
the Florida Department of Health and Rehabilitative Services; and all present rules and regulations
of any governmental agencies implementing said Chapter or other established duties required to
be performed by said VENDOR.
In accordance with Section 401.265, Florida Statutes, Elite Medical Specialists, LLC, has
designated Dr. Kenneth A. Scheppke as the Medical Director and Dr. Rich Giroux and Dr. Adam
Leisy as Associate Medical Directors.
The Medical Director will ensure the continuous availability of at least one qualified physician as
outlined in this agreement,who shall serve as Acting Medical Director in the absence of the Medical
Director. The VENDOR will notify the Boynton Beach Fire Rescue Department whenever he/she
will be unavailable for whatever reason, and will attempt to provide twenty-four (24) hour prior
notification of such unavailability except under emergency circumstances. The notification shall be
Medical Director Services(2.7.24 SRW) FR24-029
given to the Office of the Fire Chief, and shall include the name and telephone numbers of the
Acting Medical Director.
The VENDOR hereby agrees to perform all duties set forth in Exhibit A, attached hereto and
incorporated herein by reference.
2. REPORTING. The VENDOR shall report directly to the Chief of the Fire and Emergency Medical
Services Department of the City.; however, nothing herein shall in any way authorize any limitations
or restrictions by the CITY on the professional acts or advice of the Medical Director.
3. ESTABLISHMENT OF PROCEDURES. The Fire Chief, through the Department's staff and
operation procedure, will establish Department policy for equipment and equipment assignment,
and for supply purchase and use. The VENDOR, in conjunction with the Fire Chief, shall establish
dispatch procedures and priorities. The Fire Chief will establish Department policy for manpower
assignment in conjunction with recommendations made by the VENDOR.
4. LICENSE /AUTHORITY TO PRACTICE. The VENDOR hereby represents and warrants that the
Medical Director, the Associate Medical Director, and any backup physicians, have and will
continue to maintain all licenses and approvals required to conduct their business and that they will
at all times conduct their business activities in a reputable manner. Proof of such licenses and
approvals shall be submitted to the CITY upon request. The VENDOR further represents and
warrants that the Medical Director, the Associate Medical Director, and any back-up physicians
possess and will continue to maintain the requisite qualifications, knowledge, and experience
required of a medical director by Section 401.265, Florida Statutes and Rule 641-1.004, F.A.C.,
and any other applicable laws and regulations. VENDOR shall notify the CITY and shall
immediately cease performance hereunder if any such license or accreditation is suspended or
revoked. Failure to maintain all requisite licenses or accreditations shall be cause for immediate
termination of this agreement for cause.
5. TRAINING COSTS AND QUALITY ASSURANCE. Costs for supplying necessary in-service
instruction material will be assumed by the CITY and the material will become the property of the
CITY. Furthermore, the City's EMS Coordinator shall be the VENDOR's agent for the purpose of
quality assurance pursuant to Florida law.
6. SUPERVISION. The VENDOR shall utilize the services of the CITY's Departmental training
program, facility, and staff to assist in carrying out training requirements for the EMS. VENDOR
shall participate in daily in-service training scheduled by the Fire Department.
7. INSURANCE. The VENDOR shall be eligible as a member as defined under Section IV; Members
of the Agreement between the City of Boynton Beach and Florida as Municipal Liability Self
Insurance Program. Coverage under this Agreement shall be limited to the scope of duties as
VENDOR for the City of Boynton Beach Fire Department as outlined in Florida Statute, Section
401.46, and Florida Administrative Code, Chapter 64-J-1.004 as set forth in Exhibit A to this
Agreement. The VENDOR shall provide the Fire Chief with written reports as required by the Fire
Chief regarding efficiency, effectiveness, and general performance of the CITY's Emergency
Medical Services System. Notwithstanding the foregoing,this section shall not alter or waive CITY's
entitlement to sovereign immunity,or extend CITY's liability beyond the limits established in Section
768.28, Florida Statutes, as amended.
The CITY will obtain and pay the annual premium on a general liability insurance policy insuring
the Medical Director/Associate Medical Director against liability arising out of negligent acts or
omissions,solely while acting within the course and scope of their duties as Medical Director,during
the term of this Agreement and as outlined in Florida Statue 401.265.
8. EMPLOYEE DISCIPLINE. In matters of employee relations and concern, the VENDOR, under the
terms of this contract is considered to be a member of the administration and supervisory division
of the Fire Chief, as the Fire Chief carries out grievance procedures, discipline, interviewing
paramedics, paramedic school assignments, and union contract administrative requirements.
Medical Director Services(2.7.24 SRW) FR24-029 2
a. The VENDOR will be expected to report to the Fire Chief his/her decisions relating to any
employees for the Emergency Medical Services System such as discipline,de-certification,
or promotion in which the VENDOR is involved.
b. The VENDOR agrees to participate as required at personnel hearing boards such as
grievance procedures of the union contract, etc. as part of his Department administrative
responsibilities of the Department without additional compensation.
c. The VENDOR agrees to participate in the oral interview and skills test administered to all
new firefighter applicants who have a paramedic certificate prior to their employment. The
VENDOR retains the right to prevent the hiring of any such individual for the purpose of
employment as a paramedic if he or she does not perform satisfactorily during the interview
and/or skills test. The content of the skills test will be in accordance with current
standardized criteria set up by the American Heart Association and American College of
Emergency Physicians.
d. The VENDOR agrees that anytime a firefighter employed by the City of Boynton Beach
wants to attend paramedic classes for purposes of becoming a licensed paramedic, they
must have written approval by the VENDOR prior to attending and/or enrolling in such
classes.
9. ATTENDANCE AT MEETINGS. From time to time the VENDOR will be expected to attend
Department Administrative staff meetings so that he can give input to the City's administrative staff
on the needs and status of the EMS Program so that he can become involved and informed of
Departmental Standard Operating Procedures relating to:
a. Response procedures
b. Equipment and personnel allocations
c. Department priorities
d. Departmental procedures for handling emergencies
e. Working with other departments
f. Emergency medical dispatching
g. Infectious Disease procedures
10. STAFFING CHANGES. Any staffing changes that result in modifying the Department's current EMS
response protocols must be cleared through the VENDOR.
11. TERM.The term of this Agreement shall be for five (5)years effective upon the date this Agreement
is fully executed by all parties.
12. FEE. The CITY will pay the VENDOR the annual sum of $49,000 payable in twelve equal monthly
installments of $4,083.33, payable at the end of each month for services outlined in the Contract.
This rate shall remain firm for the first two years of this Contract. At the conclusion of the year (2)
anniversary date of the Contract, for years three (3), four (4), and five (5) the VENDOR shall be
entitled to a yearly increase of 4% in rates for the Medical Services Director services. Payment as
provided in this section by the CITY shall be full compensation for all work performed, services
rendered,and for all materials, supplies,equipment, and incidentals necessary to complete the work
including, but not limited to, all salary, general administrative expense, travel, mileage, overhead,
and fee/profit. The VENDOR's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the CITY and the State of Florida for a period of five
(5) years after the termination of the Agreement. Copies shall be made available upon request. All
payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII,
Chapter 218, Florida Statutes.
13. OWNERSHIP AND DISCLOSURE OF DOCUMENTS. All documents, records, and other materials
produced by the VENDOR in connection with the services rendered under this Agreement shall be
the property of the City. To the extent permitted by law, all written and oral information not in the
public domain or not previously known,and all information and data obtained,developed,or supplied
by CITY or at its expense will be kept confidential by VENDOR and will not be disclosed to any other
party, directly or indirectly, without the CITY's prior written consent unless required by a lawful order
Medical Director Services(2.7.24 SRW) FR24-029 3
or otherwise required by law. The CITY and VENDOR shall comply with the provisions of Chapter
119, Florida Statute (Public Records Law), HIPAA, HITECH, HIPAA Regulations, and any other
applicable laws relating to records and/or confidentiality of records.
14. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and
regulations that are applicable to the services to be rendered under this agreement.
15. INDEMNIFICATION. VENDOR shall indemnify, defend, and hold harmless the City, its officers,
agents, and employees, from and against any and all claims, losses, or liability, or any portion
thereof, including attorney's fees and costs through the conclusion of any appeals, which the CITY
or its officers, employees, agents or instrumentalities may incur as a result of claims, demands,
suits, causes of actions or proceedings of any kind or nature arising out of, relating to and resulting
from the performance of this Agreement by the VENDOR, Medical Director, Associate Medical
Directors, and/or any backup physicians, and its employees, agents, partners, principals or
subcontractors, including those arising from injury or death to persons, including injuries, sickness,
disease or death to VENDOR's own employees, or damage to property occasioned by a negligent
act, omission or failure of the VENDOR. Neither party to this Agreement shall be liable to any third
party claiming directly or through the other respective party, for any special, incidental, indirect, or
consequential damages of any kind, including but not limited to lost profits or use that may result
from this Agreement or out of the services or goods furnished hereunder. The parties understand
and agree that the covenants and representations relating to this indemnification provision shall
survive the term of this Agreement and continue in full force and effect as to the party's responsibility
to indemnify. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time
16. INDEPENDENT CONTRACTORNENDOR. The VENDOR and the CITY agree that the VENDOR
is an independent contractor with respect to the services provided pursuant to this Agreement. All
persons engaged in any of the work or services performed pursuant to this Agreement shall at all
times and in all places be subject to the VENDOR's sole direction, supervision, and control. The
VENDOR, through the Medical Director, shall exercise control over the means and manner in which
it and its employees, agents, subcontractors,Associate Medical Director(s), and back-up physicians
perform the work, and in all respects, the VENDOR's relationship, and the relationship of its
employees, agents, subcontractors, Medical Director, Associate Medical Director(s), and back-up
physicians to the CITY shall be that of an independent contractor and not as employees or agents
of the CITY. Nothing in this Agreement shall be considered to create the relationship of employer
and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall
be entitled to any benefits accorded CITY employees by virtue of the services provided under this
Agreement.The CITY shall not be responsible for withholding or otherwise deducting federal income
tax or social security or for contributing to the state industrial insurance program, otherwise
assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR.
17. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he/she has not
employed or retained any company or person, other than a bona fide employee working solely for
the VENDOR, to solicit or secure this contract and that he has not paid or agreed to pay any
company or person, other than a bona fide employee working solely for the VENDOR, any fee,
commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award or making of this contract.
For breach or violation of this warranty, the CITY shall have the right to terminate this Agreement
without liability or, in its discretion to deduct from the contract price or consideration, or otherwise
recover,the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
18. TRUTH-IN-NEGOTIATION CERTIFICATE.
A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation
certificate certifying that the wage rates and costs used to determine the compensation
provided for in this Agreement is accurate, complete, and current as of the date of the
Agreement and no higher than those charged to the VENDOR's most favored customer for the
same or substantially similar service.
Medical Director Services(2.7.24 SRW) FR24-029 4
B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside contractors.
The CITY shall exercise its rights under this"Certificate"within one(1)year following payment.
19. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this
Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age,
gender, disability, marital status, political affiliation, pregnancy, gender identity and expression, sex,
or the presence of any physical or sensory handicap in the selection and retention of employees,
procurement of materials or supplies, or the performance of this Agreement.
20. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the CITY.
21. NON-WAIVER. A waiver by the CITY of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other provision.
22. TERMINATION.
A. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) business days of written notice by the CITY to the VENDOR
in which event the VENDOR shall be paid its compensation for services performed through the
termination date, including services reasonably related to termination. In the event that the
VENDOR abandons this Agreement or causes it to be terminated,the VENDOR shall indemnify
the CITY against loss pertaining to this termination.
B. Termination for Cause. This Agreement may be terminated for cause by the aggrieved party
if the party in breach has not corrected the breach within thirty (30)calendar days after receipt
of written notice from the aggrieved party identifying the breach. This Agreement may be
terminated for cause by CITY for reasons including, but not limited to, VENDOR's failure to
suitably or continuously perform the services in a manner calculated to meet or accomplish the
objectives in this Agreement, or repeated submission (whether negligent or intentional) for
payment of false or incorrect bills or invoices.
C. In the event of the death of a member, partner, or officer of the VENDOR, or any of its
supervisory personnel assigned to the project, the surviving members of the VENDOR hereby
agree to complete the work under the terms of this Agreement, if requested to do so by the
CITY. This section shall not be a bar to renegotiations of this Agreement between surviving
members of the VENDOR and the CITY, if the CITY so chooses.
D. Notice of termination shall be provided in accordance with the "Notices" section of this
Agreement.
E. In addition to any termination rights stated in this Agreement, CITY shall be entitled to seek
any and all available contractual or other remedies available at law or in equity including
recovery of costs incurred by CITY due to VENDOR's failure to comply with any term(s)of this
Agreement.
23. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of
competent jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be
construed under Florida Law. The CITY does not consent to mediation or arbitration for any matter
connected to this Agreement.
24. UNCONTROLLABLE FORCES.
Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in
or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise
of reasonable diligence,the non-performing party could not avoid.The term"Uncontrollable Forces"
Medical Director Services(2.7.24 SRW) FR24-029 5
shall mean any event which results in the prevention or delay of performance by a party of its
obligations under this Agreement and which is beyond the reasonable control of the non-performing
party. It includes, but is not limited to fire,flood, earthquakes, storms, lightning, epidemic, war, riot,
civil disturbance, sabotage, and governmental actions.
Neither party shall, however, be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could have,
with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable
dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed
from performance by an uncontrollable force, give written notice to the other party describing the
circumstances and uncontrollable forces preventing continued performance of the obligations of
this Agreement.
25. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
Daniel Dugger, City Manager
City of Boynton Beach
100 East Ocean Avenue
Boynton Beach, FL 33435
Telephone No. (561)742-6000
Notices to VENDOR shall be sent to the following address:
Elite Medical Specialists, LLC
Attn: Dr. Kenneth A. Scheppke, MD
PO Box 2764
Jupiter, FL 33468
26. SOVEREIGN IMMUNITY. CITY is a political subdivision of the State of Florida and enjoys
sovereign immunity. Nothing in this Agreement is intended, nor shall be construed or interpreted,
to waive or modify the immunities and limitations on liability provided for in Section 768.28, Florida
Statute, as may be amended from time to time, or any successor statute thereof. To the contrary,
all terms and provisions contained in the Agreement, or any disagreement or dispute concerning
it, shall be construed or resolved so as to ensure CITY of the limitation from liability provided to any
successor statute thereof.
27. E-VERIFY.
27.1 VENDOR is used interchangeably with CONTRACTOR throughout this Section. VENDOR
certifies that it is aware of and complies with the requirements of Section 448.095, Florida
Statutes, as may be amended from time to time and briefly described herein below.
27.1.1 Definitions for this Section.
A. "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such employer in
exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not
limited to, a vendor or consultant.
B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or
for a contractor or another subcontractor in exchange for a salary, wages, or other
remuneration.
C. "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
27.1.2 Registration Requirement; Termination. Pursuant to Section 448.095, Florida Statutes,
effective January 1, 2021, Contractors, shall register with and use the E-Verify System in
order to verify the work authorization status of all newly hired employees. Contractor shall
Medical Director Services(2.7.24 SRW) FR24-029 6
register for and utilize the U.S. Department of Homeland Security's E-Verify System to
verify the employment eligibility of:
A. All persons employed by a Contractor to perform employment duties within Florida
during the term of the contract; and
B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the City of Boynton Beach.
The Contractor acknowledges and agrees that registration and use of the U.S.
Department of Homeland Security's E-Verify System during the term of the
contract is a condition of the contract with the City of Boynton Beach; and
C. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility," as amended from time to time. This includes, but is not
limited to registration and utilization of the E-Verify System to verify the work
authorization status of all newly hired employees. Contractor shall also require all
subcontractors to provide an affidavit attesting that the subcontractor does not
employ, contract with, or subcontract with, an unauthorized alien. The Contractor
shall maintain a copy of such affidavit for the duration of the contract. Failure to
comply will lead to termination of this Contract, or if a subcontractor knowingly
violates the statute, the subcontract must be terminated immediately. Any
challenge to termination under this provision must be filed in the Circuit Court no
later than twenty (20) calendar days after the date of termination. Termination of
this Contract under this Section is not a breach of contract and may not be
considered as such. If this contract is terminated for a violation of the statute by
the Contractor, the Contractor may not be awarded a public contract for a period
of one (1)year after the date of termination.
28. PROHIBITION AGAINST CONSIDERING SOCIAL, POLITICAL OR IDEOLOGICAL INTERESTS
IN GOVERNMENT CONTRACTING -- F.S. 287.05701. VENDOR is hereby notified of the
provisions of section 287.05701, Florida Statutes, as amended, that the CITY will not request
documentation of or consider a VENDOR's social, political, or ideological interests when
determining if the VENDOR is a responsible VENDOR. VENDOR is further notified that the City's
governing body may not give preference to a VENDOR based on the VENDOR's social, political,
or ideological interests.
29. PUBLIC RECORDS.
The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply
with Florida's Public Records Law. Specifically, the VENDOR shall:
A. Keep and maintain public records required by the CITY to perform the service;
B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of
the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in Chapter 119, Fla. Stat. or as
otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and, following completion of the contract, VENDOR shall
destroy all copies of such confidential and exempt records remaining in its possession once
the Vendor transfers the records in its possession to the CITY; and
D Upon completion of the contract, VENDOR shall transfer to the CITY, at no cost to the
CITY, all public records in Vendor's possession. All records stored electronically by
VENDOR must be provided to the CITY, upon request from the CITY's custodian of public
records, in a format that is compatible with the information technology systems of the CITY.
Medical Director Services(2.7.24 SRW) FR24-029 7
E. IF THE VENDOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS:
CITY CLERK'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerkbbfl.us
30. SCRUTINIZED COMPANIES--287.135 AND 215.473.By entering into this Agreement,VENDOR
certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that
VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized
Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in
the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in
Syria. Subject to limited exceptions provided in state law, the CITY will not contract for the
provision of goods or services with any scrutinized company referred to above. Submitting a false
certification shall be deemed a material breach of contract. The CITY shall provide notice, in
writing,to VENDOR of the CITY's determination concerning the false certification.VENDOR shall
have five (5) days from receipt of notice to refute the false certification allegation. If such false
certification is discovered during the active contract term, VENDOR shall have ninety (90) days
following receipt of the notice to respond in writing and demonstrate that the determination of
false certification was made in error. If VENDOR does not demonstrate that the CITY's
determination of false certification was made in error then the CITY shall have the right to
terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as
amended from time to time.
31. MISCELLANEOUS.
A. Assignment. No assignment by a party hereto of any rights under or interests in this agreement
will be binding on another party hereto without the written consent of the party sought to be
bound; and specifically but without limitation, moneys that may become due and moneys that
are due may not be assigned without such consent (except to the extent that the effect of this
restriction may be limited by law), and unless specifically stated to the contrary in any written
consent to an assignment no assignment will release or discharge the assignor from any duty
or responsibility under this agreement.
B. Binding Authority. CITY and VENDOR each bind itself,their partners,successors,assigns, and
legal representatives to the other party hereto, their partners, successors, assigns, and legal
representatives in respect of all covenants, agreements, and obligations contained in this
agreement.
C. Attorney's Fees. In the event that either party brings suit for enforcement of this Agreement,
each party shall bear its own attorney's fees and court costs, except as otherwise provided
under the indemnification provisions set forth herein above.
D. Final Payment. Prior to final payment of the amount due under the terms of this Agreement, to
the extent permitted by law, a final waiver of lien shall be required to be submitted by the
VENDOR, as well as all suppliers and subcontractors whom worked on the project that is the
subject of this Agreement. Payment of the invoice and acceptance of such payment by
VENDOR shall release City from all claims of liability by VENDOR in connection with this
Agreement.
Medical Director Services(2.7.24 SRW) FR24-029 8
E. Protection of CITY Property. At all times during the performance of this Agreement, VENDOR
shall protect CITY's property from all damage whatsoever on account of the work being carried
on under this Agreement.
F. Compliance with Laws. It shall be the VENDOR's responsibility to be aware of and comply with
all statutes,ordinances, rules,orders, regulations,and requirements of all local, city,state, and
federal agencies as applicable.
G. Entire Agreement, Priority of Provisions. This Agreement represents the entire and integrated
agreement between CITY and VENDOR and supersedes all prior negotiations,
representations,or agreements,either written or oral.This Agreement is intended by the parties
hereto to be final expression of this Agreement, and it constitutes the full and entire
understanding between the parties with respect to the subject hereof, notwithstanding any
representations, statements, or agreements to the contrary heretofore made. This Agreement
may be amended only by written instrument signed by both CITY and VENDOR. In the event
of a conflict between this Agreement and any exhibits, this Agreement shall govern.
H. Effective Date. This Agreement will take effect once signed by both parties. This Agreement
may be executed by hand or electronically in multiple originals or counterparts, each of which
shall be deemed to be an original and together shall constitute one and the same agreement.
Execution and delivery of this Agreement by the parties shall be legally binding, valid, and
effective upon delivery of the executed documents to the other party through facsimile
transmission, email, or other electronic delivery.
32. HIPAA COMPLIANCE. CITY has access to protected health information ("PHI") that is subject to
the requirements of 45 C.F.R. Parts 160, 162, and 164 and related regulations. VENDOR is
considered by CITY to be a covered entity or business associate and is required to comply with the
Health Insurance Portability and Accountability Act of 1996 ("HIPAA") or the Health Information
Technology for Economic and Clinical Health Act ("HITECH"), VENDOR shall fully protect
individually identifiable health information as required by HIPAA or HITECH and shall execute a
Business Associate Agreement in the form attached hereto as Exhibit B. The City Manager is
authorized to execute a Business Associate Agreement on behalf of CITY. Where required,
VENDOR shall handle and secure such PHI in compliance with HIPAA, HITECH, and related
regulations and, if required by HIPAA, HITECH, or other Applicable Law, include in its "Notice of
Privacy Practices"notice of VENDOR's and CITY's uses of client's PHI.The requirement to comply
with this provision, HIPAA, and HITECH shall survive the expiration or earlier termination of this
Agreement. VENDOR shall ensure that the requirements of this section are included in all
agreements with subcontractors.
33. ENTITIES OF FOREIGN CONCERN.VENDOR represents and certifies: (i)VENDOR is not owned
by the government of a foreign country of concern; (ii) the government of a foreign country of
concern does not have a controlling interest in VENDOR; and (iii)VENDOR is not organized under
the laws of and does not have its principal place of business in, a foreign country of concern. On
or before the Effective Date, VENDOR and any subcontractor that will have access to personal
identifying information shall submit to CITY executed affidavit(s) under penalty of perjury, in a form
approved by CITY attesting that the entity does not meet any of the criteria in Section 287.138(2),
Florida Statutes. Compliance with the requirements of this section is included in the requirements
of a proper invoice for purposes of payment. Terms used in this section that are not otherwise
defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138,
Florida Statutes.
THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.
Medical Director Services(2.7.24 SRW) FR24-029 9
IN WITNESS WHEREOF,the parties have hereunto set their hands and seals on the day and year
set forth below theirthLrespective signatures.
DATED this�; day of /gn G,(.%! , 2024.
CITY OF BOYNTON BEACH ELITE MEDICAL SPECIALISTS, LLC
i z,int
Daniel Dug•-r, City Ma .ger Signature of Authorized Official, (Vendor)
Date: 3/5-404, Kenneth A Scheppke, MD
Printed Name of Authorized Official
President
Title
February 8, 2024
Date
(Corporate Seal)
Witness
Print Name
Approved as to Form:
>Aim L94.
�$16
Shawna G. Lamb, Office of the City Attorney
Attest/Authenticated:
For Maylee De Je 's, City 'erk
% O BOYNT �
`'
i .G0RPOR•O. 1i/
s c3 SEA F•i" '
•:INcoRP := i
•• .L92RarF•:
0 .
‘`. 4ORIDA
Medical Director Services(2.7.24 SRW) FR24-029 10
vo
�`
u
•roN
EXHIBIT A
SCOPE OF SERVICES
1. SCOPE OF SERVICES
The City of Boynton Beach is seeking to employ a Medical Director to oversee the Emergency
Medical Services as provided by Fire Rescue, Paramedics, and Lifeguards, as well as other
departmental administrative purposes and functions. The Medical Director will be an independent
contractor supervising and accepting responsibility for the medical performance of Emergency
Medical Technicians (EMTs), Paramedics and first responders, and Lifeguards functioning in the
Fire and Emergency Medical Services Department and the Parks and Recreation Department
under applicable provisions of Florida Statutes Chapter 401, and FAC 64-J-1.004.
I. VENDOR WILL PROVIDE THE FOLLOWING SERVICES:
1. Advise the Advanced Life Support(ALS)—City's Paramedics and staff(i.e. Chief Officers)
as to VENDOR's assessment of the competence of each of the paramedics and for making
recommendations regarding the medical procedures which each paramedic should be
authorized to perform. Such assessment should be made by utilizing responsible
evaluative processes and techniques and should include at least one assessment of each
paramedic's ability to:
a. Appropriately evaluate emergency medical patients and determine proper
priorities for emergency medical care.
b. Communicate the findings of such evaluations to a physician who has agreed, in
writing, to provide responsible supervision of that paramedic.
c. Receive and understand proper orders from a physician providing direct
supervision of the paramedic.
d. Understand and properly apply any standing orders authorized by the Medical
Director.
e. Understand legal relationship between the paramedic, Medical Director,
physician(s) under agreement to provide responsible supervision of the
paramedic, and any other physician.
f. Insure that any ALS performed by the paramedic is done with responsible
physician supervision.
g. Perform the specific medical procedure(s), which the paramedic is specifically
authorized by the Medical Director and by the ALS provider to perform.
2. Continually evaluate the medical capability of the paramedics and the ALS provider and
advise ALS provider regarding the appropriate level and standard of care that the ALS
provider should seek to achieve.
3. Assist in identifying the specific medical skills and knowledge that paramedics must
possess to achieve the desired level and standard of care.
4. Assist in identifying the training and experience necessary for the paramedics to acquire
the desired skills and knowledge and, in cooperation with approved educations programs,
in assuring that each paramedic receives such training and experience as required.
5. Develop and implement an appropriate process for periodic audit and review of medical
procedures performed by paramedics. Such audit and review process must comply with
Medical Director Services(2.7.24 SRW) FR24-029 11
such standards and requirements as may be set forth by the City from time to time.
6. Develop and authorize or review and authorize standing orders, which allow the
paramedics to properly manage certain medical emergencies when voice communications
with the responsible physician is not available. Such standing orders must be specified and
must at a minimum provide for managing immediately life-threatening emergencies though
they are not required to be so comprehensive as to include all possible medical
emergencies.
7. Responsibility for the medical correctness of any standing order which he/she authorizes
for use by the paramedics and for properly instructing the paramedics regarding the correct
use of standing orders.
8. Assist the ALS provider in assuring continuous availability of at least one responsible
physician. Determine the qualifications necessary for a physician to provide responsible
supervision of the paramedics.
9. Retain the ultimate authority to permit and/or prohibit any system paramedic to utilize ALS
techniques. (Specific authority 401.35,401.46,401.47, 381.031(1)(g), and 20.05(5) Florida
Statutes).
II. VENDOR RESPONSIBILITIES:
A. The Medical Director serves as the Fire Department's physician for the purpose of
advising the Fire Chief on matters pertaining to occupational safety and health.
B. The Medical Director serves as the Medical Director for the City's Ocean
Rescue/Lifeguards, who may be certified as Emergency Medical Technicians.
C. The Medical Director agrees to directly and indirectly supervise and accept
responsibility for the medical performance of Emergency Medical Technicians,
Paramedics, Lifeguards, and Certified Emergency Medical Dispatchers employed by
the CITY and functioning in the Fire and Emergency Medical Services Department and
the Parks and Recreation Department. Such supervision shall be accomplished by, but
not limited to:
1. Actual accompaniment of Paramedics and EMTs on rescue calls;
2. Monitoring of radio transmissions to and from hospital emergency departments
and related facilities;
3. Review of rescue incident reports and associated documentation;
4. Conference and/or meetings in both individual and group situations;
5. Review of Standard Operating Procedures and Protocols involving multi-
agency responses to medical emergencies;
6. Active participation in daily in-service training scheduled by the Fire
Department.
These duties will be performed periodically by the Medical Director at his/her
convenience and as often as is necessary to ensure that proper medical standards and
procedures are being followed. The Medical Director shall provide the Fire Chief with
written reports as required by the Fire Chief regarding efficiency and effectiveness and
general performance of the City's Emergency Medical Services System.
D. The Medical Director shall perform all services required of him/her pursuant to Chapter
401, Florida Statutes, and the applicable rules of any governmental agency
implementing said Chapter or other established duties required to be performed by
said Medical Director or upon promulgation of additional duties by the Florida
Department of Health.
E. The Medical Director shall give necessary instructions to the City's Emergency Medical
Technicians (EMTs), Paramedics, and Lifeguards. The Medical Director will also
Medical Director Services(2.7.24 SRW) FR24-029 12
supervise and arrange such in-service instructional sessions, and promulgate such
rules and directives, as may be necessary to assure that all medical services
performed by EMTs, Paramedics, and Lifeguards are in accordance with proper
medical standards and procedures.
In addition, the Medical Director shall participate in general Paramedic staff meetings
at a time and date mutually agreeable with the Medical Director and the Fire and
Emergency Medical Services Department; provide sufficient didactic lecture and
instruction to ensure that standards of emergency medical care are maintained, review
and comment on content and emphasis on in-service training and testing procedures;
and shall initiate a review of all pre-hospital emergency medical service protocols and
levels of personnel and equipment response at least every six months to determine
their applicability and appropriateness with respect to currently accepted emergency
procedures. Recommended revisions of said protocols or response procedures shall
be furnished to the Fire Chief in writing.
F. The Medical Director shall be knowledgeable with the standards as set by the National
Fire Protection Association on Fire Rescue Department Infection Control.
G. The Medical Director shall have a working knowledge of the Incident Command
System and participate in the development and ongoing review of Dispatch Protocols
followed by the CITY.The Medical Director shall have a period of one(1)year to obtain
NIMS IS-100, IS-200, IS-700, and IS-800 to meet NIMS compliance.
III. ADDITIONAL SERVICES AND RESPONSIBILITIES:
1. The Medical Director will assure the continuous availability of at least one qualified
physician as outlined in Section I,who shall serve as Acting Medical Director in the absence
of the Medical Director.
2. The Medical Director may provide liaison services as required and requested between the
Fire and Emergency Medical Services Department of the CITY and other departments,
divisions, boards, and bodies of the CITY, County, and State of Florida, as well as
educational, institutions, medical societies,and other agencies or institutions relating to the
provision of Emergency Medical Services.
A. The Medical Director will retain ultimate authority to permit or deny any Paramedic or
EMT the utilization or advanced life support techniques, basic life support, patient
assessment, or patient stabilization procedures. Upon request, the Medical Director
shall advise the Fire Chief or the Director of Parks and Recreation, if appropriate, on
disciplinary recommendations related to medical care.
B. The Medical Director shall administer a protocol examination and/or practical test as
he/she sees fit to determine the competence of all Emergency Medical Services
personnel covered by this Agreement.
C. Upon request, the Medical Director may participate in the design and structure of
selection procedures for entry-level personnel for the City of Boynton Beach.
D. Upon request, the Medical Director will consult with the Fire Chief regarding
promotional testing criteria for incumbent personnel.
E. Upon request, the Medical Director may advise the department on appropriate
procedures to address incidents in which an employee of the Fire and Emergency
Services Department or the Parks and Recreation Department's Lifeguard Unit has
been or may have been exposed to infectious diseases or hazardous materials.
F. Upon request, the Medical Director will maintain data regarding the status of
employees who have been, or may have been, exposed to infectious diseases or
hazardous materials.
Medical Director Services(2.7.24 SRW) FR24-029 13
G. Upon request, the Medical Director will provide oversight and instruction to assist in
the preparation of personnel in the Fire and Emergency Service Department in
professional competitions which may be selected by the Department.
H. At his/her election, the Medical Director may utilize the services of a Licensed
Physician Assistant who shall be designated as a Deputy Medical Director to facilitate
the delivery of the services enumerated in the Medical Director's contract. However,
responsibility for the efficient delivery of these services shall remain with the Medical
Director and no increase in the annual fee shall occur based on this election.
I. The Medical Director will oversee and provide instruction during department scheduled
in-service training, for a minimum of six hours per month.
IV. RESPONSIBILITIES OF CITY
A. Appropriate communications equipment such as a portable radio, digital pager, cell
phone, etc., may be provided to the Medical Director, if applicable, by the City. All
equipment shall remain the property of the City.
B. The Fire and Emergency Medical Services Department will provide limited
administrative and secretarial support to the Medical Director through the Office of the
Fire Chief.
C. The Fire and Emergency Medical Services Department, through the Office of the Fire
Chief and the Parks and Recreation Department, shall cooperate to the greatest
possible extent in the delivery of competent emergency medical care, including
implementation of the policies established by the Medical Director and approved by
the Fire Chief.
THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK.
Medical Director Services(2.7.24 SRW) FR24-029 14
1 �~
a
o
N
EXHIBIT B
BUSINESS ASSOCIATE AGREEMENT WITH CITY OF BOYNTON BEACH
This Business Associate Agreement ("BAA") is entered into between the undersigned entity
("Business Associate")and City of Boynton Beach ("City").
RECITALS
A. Business Associate provides services related to the operation of certain activities/programs
that involve the use or disclosure of Protected Health Information ("PHI").
B. The operation of such activities/programs is subject to the federal Health Insurance
Portability and Accountability Act of 1996 ("HIPAA"), the American Recovery and
Reinvestment Act of 2009 ("ARRA"), and the Health Information Technology for Economic
and Clinical Health Act("HITECH").
C. HIPAA,ARRA,and HITECH mandate that certain responsibilities of contractors with access
to PHI be documented through a written agreement.
D. City and Business Associate desire to comply with the requirements of HIPAA, ARRA, and
HITECH and acknowledge their respective responsibilities.
Now,therefore,for good and valuable consideration,the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
Section 1: Definitions
1.1 All terms used in this BAA not otherwise defined herein shall have the meanings stated in the Privacy
and Security Rules, 45 C.F.R. Parts 160, 162, 164, and 42 U.S.C. § 17921.
1.2 "HIPAA Laws" means collectively HIPAA, ARRA, HITECH, 42 C.F.R. Part 2 (if applicable), and the
related regulations and amendments.
1.3 "Penalties" as used in Section 4.21 below is defined as civil penalties that may be applied to the
Business Associate and its workforce members by the Secretary ("Secretary") of Health and Human
Services("HHS"). The amount of the penalties range depending on the type of violation. In determining
penalties, the Secretary may take into account:
a. the nature and extent of the violation;
b. the nature and extent of harm resulting from such violation;
c. the degree of culpability of the covered entity or business associate;
d. the history of prior compliance with the administrative simplification provision including
violations by the covered entity or business associate;
e. the financial condition of the covered entity or business associate; and
f. such other matters as justice may require.
1.4 "Master Agreement" means the separate, written, executed agreement between City and the Business
Associate, if any, that involves the use or disclosure of PHI and that is identified on the signature page
below.
Medical Director Services(2.7.24 SRW) FR24-029 15
1.5 When the term"PHI"is used in this BAA, it includes electronic Protected Health Information (also known
as"EPHI").
Section 2: Effective Dates
This BAA shall become effective the earliest of the following: (a)the effective date of the Master Agreement;
(b) the date this BAA is executed by the Parties; or (c)the date Business Associate begins to receive PHI
for purposes of this BAA(the"Effective Date").
Section 3: Confidentiality
3.1 City and Business Associate shall comply with all federal and state laws governing the privacy and
security of PHI.
3.2 ❑ If this box is checked, this BAA also constitutes a Qualified Service Organization Agreement, and
City and Business Associate are required to comply with 42 C.F.R. Part 2 with respect to patient
identifying information concerning substance use disorder treatment.Accordingly, information obtained
by Business Associate relating to individuals who may have been diagnosed as needing, or who have
received, substance use disorder treatment services shall be maintained and used only for the
purposes intended under this BAA and in conformity with all applicable provisions of 42 C.F.R. Part 2.
If necessary, Business Associate will resist any efforts in judicial proceedings to obtain access to PHI
except as permitted by 42 C.F.R. Part 2.
Section 4: Obligations and Activities of Business Associate
Use and Disclosure of PHI
4.1 Business Associate shall not use or disclose PHI other than as permitted or required by this BAA or as
required by law. Business Associate may:
a. Use and disclose PHI only as necessary to perform its obligations under the Master Agreement
or this BAA, provided that such use or disclosure would not violate HIPAA Laws if done by City;
b. Use the PHI received in its capacity as a Business Associate of City for its proper management
and administration and to fulfill any legal responsibilities of Business Associate;
c. Disclose PHI in its possession to a third party for the proper management and administration of
Business Associate, or to fulfill any legal responsibilities of Business Associate, provided that
the disclosure would not violate HIPAA Laws if made by City or is required by law, and Business
Associate has received from the third party written assurances that (i) the information will be
kept confidential and used or further disclosed only for the purposes for which it was disclosed
to the third party or as required by law; (ii) the third party will notify Business Associate of any
instances of which it becomes aware in which the confidentiality of the information may have
been breached; and (iii) the third party has agreed to implement reasonable and appropriate
steps to safeguard the information;
d. Use PHI to provide data aggregation activities relating to the operations of City; and
e. De-identify any and all PHI created or received by Business Associate under the Master
Agreement or this BAA, provided that the de-identification conforms to the requirements of the
HIPAA Laws.
Medical Director Services(2.7.24 SRW) FR24-029 16
4.2 Business Associate is prohibited from selling PHI, using PHI for marketing purposes, or attempting to
re-identify any PHI information in violation of HIPAA Laws. 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, the "Conditions on Certain Contracts 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.
4.3 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 or any
guidance issued by the Secretary from time to time with respect to such use and disclosure
requirements.
Administrative, Physical, and Technical Safeguards
4.4 Business Associate shall 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 PHI that it creates, receives,
maintains, or transmits on behalf of City. 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 City,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.
4.5 Business Associate shall require all of its subcontractors, agents, and other third parties that receive,
use, transmit, maintain, store, or have access to PHI to agree, in writing, to the same restrictions,
conditions, and requirements that apply to Business Associate pursuant to this BAA and the HIPAA
Laws.
Access of Information; Amendment of Information; Accounting of Disclosures
4.6 Business Associate shall make available to City all PHI in designated record sets within ten (10) days
after City's request to enable City to meet the requirements under 45 C.F.R. § 164.524.
4.7 Business Associate shall make any amendments to PHI in a designated record set as directed or
agreed to by City pursuant to 45 C.F.R. § 164.526, and in the time and manner reasonably designated
by City.
4.8 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.
4.9 Business Associate agrees that,when requesting,using,or disclosing PHI in accordance with 45 C.F.R.
§ 164.502(b)(1), 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.
4.10 Business Associate shall timely document such disclosures of PHI and maintain information related to
such disclosures as would be required for City to respond to an individual for an accounting of
disclosures of PHI in accordance with 45 C.F.R. § 164.528. Further, Business Associate shall provide
Medical Director Services(2.7.24 SRW) FR24-029 17
to City an accounting of all disclosures of PHI during the term of this BAA within ten (10) days after
termination of this BAA, or sooner if reasonably requested by City for purposes of any
monitoring/auditing compliance with HIPAA Laws.
4.11 Business Associate shall provide City, or an individual under procedures approved by City, information
and documentation collected in accordance with the preceding section to respond to an individual
requesting an accounting for disclosures as provided under 45 C.F.R. § 164.528 or HIPAA Laws.
Notification of Breach
4.12 Business Associate shall notify City of any impermissible access, acquisition, use, or disclosure of any
Unsecured PHI (collectively and individually, a "Breach") within twenty-four (24) hours after Business
Associate discovering such Breach."Unsecured PHI"shall refer to such PHI that is not secured through
use of a technology or methodology specified by the Secretary that renders such PHI unusable,
unreadable, or indecipherable to unauthorized individuals. A Breach of Unsecured PHI shall be treated
as discovered by Business Associate as of the first day on which such Breach is known to the Business
Associate or, by exercising reasonable diligence, would have been known to Business Associate,
including any employee, officer, contractor, subcontractor, or other agent of Business Associate. In
addition, Business Associate's notification under this section shall comply in all respects with each
applicable provision the HIPAA Rules and all related guidance issued by the Secretary or the delegate
of the Secretary from time to time.
4.13 Business Associate shall submit a written report of a Breach to City within ten (10) business days after
initial notification, which report shall document the following:
a. The identification of each individual whose Unsecured PHI has been,or is reasonably believed
by Business Associate,to have been accessed,acquired, used,or disclosed during the Breach;
b. A brief description of what occurred, including the date of the Breach, if known, and the date of
the discovery of the Breach;
c. A description of the types of Unsecured PHI that were involved in the Breach (such as full
name, social security number, date of birth, home address, account number, diagnosis, etc.);
d. A description of what is being done to investigate the Breach and to mitigate harm to
individuals, and the reasonable and appropriate safeguards being taken to protect against
future Breaches;
e. Any steps City or the individual(s) impacted by the Breach should take to protect themselves
from potential harm resulting from the Breach;
f. Contact procedures for the Business Associate to enable individuals to ask questions or learn
additional information,which may include, in the discretion of City,a toll-free telephone number,
e-mail address, website, or postal address, depending upon the available contact information
that Business Associate has for the affected individuals; and
g. Any other reasonable information requested by City.
4.14 City, in its sole discretion, will determine whether City or Business Associate shall be responsible to
provide notification to individuals whose Unsecured PHI has been impermissibly accessed, acquired,
used, or disclosed, as well as to the Secretary and the media. Such notification shall be provided as
follows:
Medical Director Services(2.7.24 SRW) FR24-029 18
a. Notification will be by first-class mail, or by electronic mail, if the individual has specified notice
in the manner as a preference.
b. Information may be posted on City's and Business Associate's website(s)where the Business
Associate experienced, or is reasonably believed to have experienced, an impermissible
access, acquisition, use, or disclosure of Unsecured PHI that compromised the security or
privacy of more than ten(10)individuals when no other current information is available to inform
such individuals.
c. Notice shall be provided to prominent media outlets with information on an incident where the
Business Associate experienced an impermissible access, acquisition, use or disclosure of
Unsecured PHI that compromised the security or privacy of more than five hundred (500)
individuals within the same state or jurisdiction.
4.15 In the event of the impermissible access, acquisition, use, or disclosure of Unsecured PHI in violation
of the HIPAA Laws, Business Associate bears the burden of demonstrating that all notification(s)
required by Sections 4.10 through 4.12 (as applicable) were made, including evidence demonstrating
the necessity of any delay, or that the use or disclosure did not constitute a Breach of Unsecured PHI.
4.16 Business Associate shall pay the costs of providing all notification(s)required by Sections 4.12 through
4.14 (as applicable)of this BAA.
Mitigation of Breach
4.17 Business Associate shall mitigate to the extent possible, at its own expense, any harmful effects that
are known to Business Associate regarding any access, use,or disclosure of Unsecured PHI in violation
of the requirements of this BAA or applicable law.
4.18 Business Associate shall take appropriate disciplinary action against any members of its workforce who
use or disclose Unsecured PHI in any manner not authorized by this BAA or applicable law.
4.19 Business Associate shall have established procedures to investigate a Breach, mitigate losses, and
protect against any future breaches, and shall provide such procedures and any specific findings of the
investigation to City in the time and manner reasonably requested by City.
4.20 In the event of a Breach, Business Associate shall, in consultation with and at the direction of City,
assist City in conducting a risk assessment of the Breach and mitigate, to the extent practicable, any
harmful effects of such Breach known to Business Associate. Business Associate shall pay the costs
for mitigating damages, including, but not limited to, the expenses for credit monitoring, if City
determines that the Breach warrants such measures. The mitigation described in this section shall be
in addition to, and not in lieu of, any other remedy City may have for the Breach, including, but not
limited to, indemnification and any action for damages available to City under contract or at law or in
equity.
4.21 Business Associate is liable to City for any civil penalties imposed on City under the HIPAA Laws in the
event of a violation of the HIPAA Laws as a result of any practice, behavior, or conduct of Business
Associate or its agents or employees.
4.22 The requirement to comply with the Notification of Breach and Mitigation of Breach sections of this BAA
shall survive the expiration or earlier termination of this BAA.
Medical Director Services(2.7.24 SRW) FR24-029 19
Available Books and Records
4.23 Business Associate shall make its internal practices and books, related to the Master Agreement or the
BAA, including all policies and procedures required by HIPAA Laws, available to City within five (5)
business days after the Effective Date.
4.24 Business Associate shall make its internal practices, books, and records, including all policies and
procedures required by HIPAA Laws, relating to the use and disclosure of PHI received from City or
created or received on behalf of City, available to City or to the Secretary or its designee within five (5)
business days after request for the purposes of determining Business Associate's compliance with
HIPAA Laws.
Section 5: Obligations of City
5.1 City shall notify Business Associate of any limitations in its notice of privacy practices in accordance
with 45 C.F.R. § 164.520, to the extent that such limitation may affect the Business Associate's use of
PHI.
5.2 City shall notify Business Associate of any changes in, or revocation of, permission by an individual to
use or disclose PHI, to the extent that such changes may affect Business Associate's use of PHI.
5.3 City shall notify Business Associate of any restriction to the use or disclosure of PHI to which City has
agreed in accordance with 45 C.F.R. § 164.522, to the extent that such changes may affect Business
Associate's use of PHI.
5.4 City shall not request Business Associate use or disclose PHI in any manner that would not be
permissible under the HIPAA Laws if done by City.
5.5 City may report, at least annually, any impermissible access, use, or disclosure of unsecured PHI by
Business Associate to the Secretary as required by HIPAA Laws.
Section 6: Term and Termination
6.1 This BAA shall be effective upon the Effective Date, and shall terminate upon the later of(a)expiration
or earlier termination of the Master Agreement, or (b) return or destruction of all PHI within the
possession or control of the Business Associate as a result of the Master Agreement or this BAA.
6.2 Upon City's knowledge of a material breach of this BAA by Business Associate, City may:
a. Provide an opportunity for Business Associate to cure the breach within the time for cure set
forth in City's written notice to Business Associate, and terminate if Business Associate does
not cure the breach within the time specified by City; or
b. Immediately terminate this BAA and the Master Agreement if Business Associate has breached
a material term of this BAA and a cure is not possible; or
c. If neither termination nor cure is feasible, City shall report the violation to the Secretary of HHS.
6.3 Upon expiration or termination of the Master Agreement, Business Associate agrees, at City's option,
to return to City or destroy all PHI gathered, created, received, or processed pursuant to the Master
Agreement or this BAA. No PHI related to the Master Agreement or this BAA will be retained by
Business Associate, or a contractor, subcontractor, or other agent of Business Associate, unless
retention is required by law and specifically permitted in writing by City.
Medical Director Services(2.7.24 SRW) FR24-029 20
6.4 If returning or destroying PHI is infeasible, Business Associate shall provide to City a written statement
that it is infeasible to return or destroy the PHI and describe the conditions that make return or
destruction of the PHI infeasible. Under that circumstance, Business Associate shall extend the
protections of this BAA to the PHI retained and limit further uses and disclosures of such PHI to those
purposes that make return or destruction infeasible, for so long as Business Associate maintains the
PHI. Business Associate's obligations under this section shall survive termination of this BAA.
Section 7: Miscellaneous
7.1 Amendment. City and Business Associate shall take such action as is necessary to amend this BAA
for City to comply with the requirements of HIPAA Laws or other applicable law.
7.2 Interpretation. Any ambiguity in this BAA shall be resolved to permit City to comply with HIPAA Laws.
Any inconsistency between the HIPAA Laws, as interpreted by the HHS, a court, or another regulatory
agency with authority over the Parties, and this BAA shall be interpreted in favor of the HIPAA Laws as
interpreted by the HHS, the court, or the regulatory agency. Any provision of this BAA that differs from
the requirements of the HIPAA Laws,but is nonetheless permitted by the HIPAA Laws,shall be adhered
to as stated in this BAA.
7.3 Florida Electronic Health Records Exchange Act. If Business Associate is a healthcare provider,as that
term is used in Section 408.051(2), Florida Statutes, Business Associate shall comply with the
requirements of the Florida Electronic Health Records Exchange Act ("FEHREA"), Section 408.051,
Florida Statutes.The requirement to comply with this provision and FEHREA shall survive the expiration
or earlier termination of this BAA.
7.4 Successors and Assignment. This BAA will be binding on the successors and assigns of City and
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.
7.5 Standard Agreement Terms and Conditions. The terms and conditions of the Master Agreement are
expressly incorporated as if fully set forth herein:
The remainder of this page is intentionally blank.
Medical Director Services(2.7.24 SRW) FR24-029 21
BUSINESS ASSOCIATE AGREEMENT WITH CITY OF BOYNTON BEACH
WHEREAS, the Parties have made and executed this Business Associate Agreement on the respective
dates under each signature: City of Boynton Beach,through its City Manager,authorized to execute same,
and Business Associate, signing by and through its President , duly authorized to execute same.
Master Agreement: Professional Services Agreement Between the City of Boynton Beach And Elite
Medical Specialists, LLC, For Medical Services Director.
CITY
CITY OF BOYNTON BEACH
J /111111"/Darne ugger, City Man-ter"
Approved as to Form:
Shawna G. Lamb, Office of the City Attorney
Medical Director Services(2.7.24 SRW) FR24-029 22
BUSINESS ASSOCIATE AGREEMENT WITH CITY OF BOYNTON BEACH
BUSINESS ASSOCIATE
Entity Name: Elite
Medical Specialists, LLC
Signature: e41-V46,_int,
Print Name: Kenneth A Scheppke, MD
Title: President
Date: February 8, 2024
Business Associate Contact information:
Contact person: Kenneth A Scheppke
Address: PO Box 2764 Jupiter FL 33468
Telephone: 561-436-2291
E-mail: KScheppke@EliteMedical.net
Medical Director Services(2.7.24 SRW) FR24-029 23