R25-136 1 RESOLUTION NO. R25-136
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING A SHARED-SITE SERVICE AGREEMENT
5 WITH CAREATC INC., FOR PROFESSIONAL HEALTH ADMINISTRATION
6 TO EMPLOYEES, SPOUSES, DEPENDENTS, AND RETIREES THROUGH
7 ITS SHARED-SITE NETWORK HEALTH CENTERS; AND FOR ALL OTHER
8 PURPOSES.
9
10 WHEREAS, CareATC, Inc. ("CareATC") is in the business of providing certain covered
healthcare services through its employees, and/or its designated affiliates and associations at
12 private medical health centers; and
13 WHEREAS, the City has an employer-sponsored group health plan and would like to offer
14 certain Plan participants eligible for Services access to private medical health centers to obtain
15 certain Services; and
16 WHEREAS, CareATC and the City entered into an Agreement dated October 19, 2022,
17 pursuant to Resolution No. R22-142 for CareATC to provide services required to manage an
18 employee health care clinic (the "2022 Agreement"); and
19 WHEREAS, CareATC and the City subsequently entered into a Shared-Site Service
20 Agreement dated October 10, 2023 (the "2023 Agreement"); and
21 WHEREAS, CareATC and the City wish to terminate the 2022 and 2023 Agreements and
22 any other previous agreements pertaining to the subject matter, as of the Effective Date, and to
23 replace those terminated agreements with the Shared Site Agreement; and
24 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the
25 best interests of the City's citizens and residents to approve a Shared-Site Service Agreement with
26 CareATC Inc., for professional health administration to employees, spouses, dependents, and
27 retirees through its shared-site network health centers.
28
29 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
30 BEACH, FLORIDA, THAT:
31 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
32 being true and correct and are hereby made a specific part of this Resolution upon adoption.
33 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
34 approve a Shared-Site Service Agreement with CareATC, Inc. (the "Agreement"), in form and
35 substance similar to that attached as Exhibit A.
36 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
37 authorizes the Mayor to execute the Agreement. The Mayor is further authorized to execute any
38 ancillary documents required under the Agreement or necessary to accomplish the purposes of
39 the Agreement, including any term extensions as provided in the Agreement, provided such
40 documents do not modify the financial terms or material terms. The Mayor is further authorized
41 to execute any ancillary documents as may be necessary to accomplish the purpose of this
42 Resolution.
43 SECTION 4. The City Clerk shall retain the fully executed Agreement as a public record
44 of the City. A copy of the fully executed Agreement shall be provided to Lynn Nazario to forward
45 to CareATC.
46 SECTION 5. This Resolution shall take effect in accordance with the law.
47
48
49
50 [SIGNATURES ON THE FOLLOWING PAGE]
SI
52 PASSED AND ADOPTED this c.2 day of inaj2025.
53 CITY OF BOYNTON BEACH, FLORIDA
54 YES— NO
55 Mayor- Rebecca Shelton
56
57 Vice Mayor-Woodrow L. Hay ✓
58
59 Commissioner-Angela Cruz
60
61 Commissioner-Thomas Turkin
62 ./
63 Commissioner-Aimee Kelley
64
65 VOTE S-C7
66 A S
67
68 .
69 Mayle: D:V esus, MPA MC Re cca Shelton
70 City CI-r. Mayor
71
72 APPROVED AS TO FORM:
73 (Corporate Seal) =F
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Docusign Envelope ID:07748F3B-D876-45F5-B73D-894D102C2FAB
J
CareATC
SHARED-SITE SERVICE AGREEMENT
This Shared Site Service Agreement("Shared Site Agreement-)is made and entered into as of February 1,2025(the
"Effective Date"), by and between CareATC, Inc., an Oklahoma corporation, ("CareATC") with its corporate office
located 4500 S 129`b Street E. Avenue, Tulsa, Oklahoma 74134 and City of Boynton Beach, a Florida municipal
corporation("Client")whose mailing address is 100 East Ocean Avenue, Boynton Beach. Florida. Each a"Party",and
together CareATC and Client may be referred to as the"Parties.'
RECITALS
WHEREAS.CareATC is in the business of providing certain covered healthcare services through its employees,and/or
its designated affiliates and associations as more fully defined herein, including those covered services as described
herein and on Exhibit A(referred to as'Exhibit A"), attached hereto(the Services")at private medical health centers
(the"Shared Site Health Center(s)"); and
WHEREAS, Client has an employer-sponsored group health plan and would like to offer certain Plan participants
eligible for Services("Eligible Participants")access to private medical health centers to obtain certain Services: and
WHEREAS, CareATC and Client entered into an Agreement dated October 19, 2022, pursuant to Resolution No. R22-
142 for CareATC to provide services required to manage an employee health care clinic(the"2022 Agreement"): and
WHEREAS, CareATC and Client subsequently entered into a Shared-Site Service Agreement dated October 10,2023
(the"2023 Agreement"), and
WHEREAS. CareATC and Client wish to terminate the 2022 and 2023 Agreements and any other previous agreements
pertaining to the subject matter herein, as of the Effective Date, and to replace those terminated agreements with this
Shared Site Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows:
1. Term and Renewal. The initial terms of this Shared Site Agreement(the "Initial Term')shall commence on the
Effective Date above and shall terminate on September 30, 2027. This Shared Site Agreement may be renewed
for additional one (1) year terms (each a "Renewal Term") (the Initial Term and any Renewal Term(s) shall be
collectively referred to as the"Term")upon mutual agreement of the Parties by executed amendment.Any change
to this Shared Site Agreement may only be made by an amendment executed by both Parties.An amendment for
such Renewal Term must be executed by both Parties no later than ninety(90)calendar days prior to the expiration
of the then current Term
2. Services, Performance,and Location.
(a) At all times during the Term of this Shared Site Agreement CareATC shall operate and maintain a
Shared Site Health Center within the boundaries of the City of Boynton Beach. Failure to comply with this provision
shall constitute a breach of this Shared Site Agreement, for which this Shared Site Agreement may be terminated
for cause. CareATC represents that as of the Effective Date it currently operates a fully-staffed and operational
facility located at 1700 Woolbright Rd Suite 4, Boynton Beach, FL 33426, which. for purposes of this Shared Site
Agreement,is designated as the primary site for Client's employees(the"Boynton Beach Shared Site Location").
(b) CareATC shall provide directly, or if required under applicable law, shall arrange for the provision to
Client through a physician-owned or other licensed clinician-owned entity (each a "Professional Entity"), the
Services under this Shared Site Agreement at the Boynton Beach Shared Site Location and other health center
locations listed on Exhibit A Such locations may be accessed by Eligible Participants. The Shared Site Health
Centers shall be staffed with the appropriate medical professions. including but not limited to physicians. physician
assistants. nurse practitioners, nurses. registered nurses, licensed practical nurses, medical assistants, or other
medical support staff(collectively. "Health Professionals"). At the sole discretion of CareATC. it shall recruit and
retain the required medical personnel for the provision of Services in compliance with applicable federal,state,and
local law Notwithstanding the foregoing,the Client shall have the opportunity to interview any initial, replacement,
Physician, Nurse Provider, or Physician Assistant candidates identified by CareATC to provide Services at the
Boynton Beach Shared Site Location and determine if such candidates will be acceptable to Client. CareATC shall
have the right at any time, with or without cause, to change, terminate, or replace a Health Professional providing
Services at the Boynton Beach Shared Site Location, provided. however, CareATC shall notify the City of the
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termination and the reason for such termination. Client shall have the right to request that CareATC to remove a
Health Professional from the provision of Services under this Shared Site Agreement with cause upon prior notice,
which request shall specify the time by which the Health Professional should be removed.
(c) All Health Professionals providing services pursuant to this Shared Site Agreement shall maintain
during the Term all appropriate credentials, including (i) a duly issued and active license to practice medicine in
the State of Florida without limitation or restriction: (ii)good standing with their profession and state professional
association; (iii) the absence of any license restriction, revocation, or suspension; (iv) the absence of any
involuntary restriction placed on their federal Drug Enforcement Administration (-DEA") registration: and (v) the
absence of any conviction of a felony If any Health Professional (i) has their license restricted, revoked, or
suspended; (ii) has an involuntary restriction placed on their federal DEA registration; (iii)is convicted of a felony;
or (iv) is no longer in good standing with their profession and/or state, CareATC shall immediately remove that
Health Professional and replace the Health Professional with one that meets the requirements of this Shared Site
Service Agreement.
(d) CareATC's facilities shall comply with the Minimum Criteria for Facilities attached hereto as Exhibit
C
(e) CareATC shall be subject to the Performance Guarantees established in Exhibit F.
(f) CareATC shall not bill or otherwise solicit payment from Eligible Participants for the Services provided
at the Shared Site Health Centers No claims shall be filed against the Client's health insurance plans. Neither
CareATC or the Health Professionals shall engage in the practice of back billing"with regard to the Services.
3. Payment and Fees.
(a) Client shall pay CareATC fees set forth in Exhibit B, (referred to as "Exhibit B") (the "Fees')
CareATC shall invoice Client monthly, and Client shall remit payment to CareATC via ACH or other electronic
means Invoices must identify the PO number and shall be submitted to the City of Boynton Beach Finance
Department, Attn. Accounts Payable, P.O. Box 310, Boynton Beach. FL 33425. Invoices shall show the nature of
the service and dates(s)of service Invoices based on hourly rates shall show the actual hours worked,the person
performing services, nature of the service, hourly rate, and date(s) and time(s) of service. Payments of any Fees
due to CareATC for Services shall be conditioned on receipt of a proper invoice. Payment will be made within 45
days of receipt of a proper invoice in accordance with the Local Government Prompt Payment Act, Section 218.70,
et al.. Florida Statutes. When applicable, Client agrees to pay any sales. use, excise, or similar taxes applicable to
the Services provided for hereunder.
(b) Starting October 1. 2025, and every October 1 thereafter, all the Fees provided on Exhibit B
(excluding the pass-through items)shall automatically increase the lesser of five percent(5%)or the U.S. average
of the trailing twelve (12) month U.S Department of Labor, Bureau of Labor Statistics Consumer Price Index, for
Medical Care('Physicians'). but in no event shall such increase be less than two percent(2%).
(c) If at any time there are: (i)changes mandated by law in required wages or other welfare and benefits
for CareATC employees; (ii)changes in other regulatory requirements; (iii)cost of goods increases in excess of 5%
(when annualized): or(iv)other cost increases outside the control of CareATC(individually and collectively, a"Cost
Escalation Event"), that collectively increase the cost for CareATC to provide the Service in excess of 5% (when
annualized), CareATC may increase associated Fees by the amount necessary to cover the Cost Escalation Event
that CareATC identified pertaining to these mandated increases/product costs. but only within jurisdictions in which
such changes are mandated and/or occur. This increase will be effective upon 30 days advanced written notice to
Client If CareATC exercises its right to increase Fees pursuant to a Cost Escalation Event, Client may, within thirty
(30) days of receiving notice of such increase, terminate this Agreement by providing written notice to CareATC
without incurring any early termination fees, penalties.or other liability. Such termination will be effective one hundred
twenty(120)days after CareATC's receipt of Client's termination notice, during which period the Fees in effect prior
to the Cost Escalation Event shall continue to apply.
(d) Client shall pay all undisputed invoiced amounts and notify CareATC in writing of any disputed
amounts and reasons for such disputed amounts. No payment made under the Shared Site Agreement shall be
conclusive evidence of the performance of the Services by CareATC,either wholly or in part,and no payment shall
be construed to be an acceptance of or to relieve CareATC of liability for the defective, faulty, or incomplete
rendition of the Services. CareATC will segregate such disputed amounts until the matter is resolved Any
undisputed fees that are not timely paid will bear interest at the maximum rate permitted by law. If an invoice
amount is disputed, the Parties shall mutually agree on the amount due, and the Client shall have thirty(30)days
from the date of mutual agreement to resolve and submit payment for such invoice. If such payment is not made
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in the additional thirty(30) day period, then Client will be assessed an interest at the maximum rate permitted by
law.
(e) Failure to timely pay an invoice shall constitute a material breach of this Shared Site Agreement. If the
invoice has not been resolved in forty-five (45)days after the invoice due date. then CareATC reserves the right to
refrain from providing Services to Client or terminate the Shared Site Agreement pursuant to Section 4(Termination)
of the Shared Site Agreement. Should CareATC continue to provide the Services during a period Client is in breach,
then such continuance of Services will not operate as a waiver of CareATC's right and ability to utilize the remedies
available to CareATC under applicable laws.
(f) CareATC understands that in performing the Services for the Client, CareATC is not exempt from
paying sales tax to its suppliers for materials required for CareATC to perform under this Shared Site Agreement.
CareATC shall not be authorized to use the Client's tax exemption number for purchasing supplies or materials.
4. Termination.
(a) Neither Party may terminate the Shared Site Agreement for convenience during the Initial Term
(b) After the Initial Term, either Party may terminate the Shared Site Agreement without cause for
convenience by providing one hundred twenty(120)calendar days written notice to the other Party.
(c) Either Party may terminate this Shared Site Agreement upon thirty(30)calendar days written notice
to the other party in the event of an alleged breach of this Shared Site Agreement. If the alleged breach remains
uncured following such written notice identifying the alleged breach within thirty (30) calendar days, then the
Shared Site Agreement shall be terminated. The breaching party shall be liable for all direct costs,fees,expenses,
damages, and/or other amounts as a result of the breach. In the event this Shared Site Agreement is terminated
due to a Party's breach, the other Party shall have no continuing obligations or liabilities under this Shared Site
Agreement except as expressly provided under this Shared Site Agreement. Notwithstanding the foregoing. in the
event this Shared Site Agreement is terminated by reason of Client's breach, Client shall remain liable for all fees
due for the remaining balance of the then current Term of the Shared Site Agreement and all termination fees per
the City of Boynton Beach percentage of utilization of the Shared Site located at 1700 Woolbright Rd Suite 4,
Boynton Beach, FL 33426.
(d) At the expiration or termination of this Shared Site Agreement, neither Client nor any third-party shall
have access to, or use of, any CareATC personnel, electronic medical record system, reporting. or CareATC's
network except as may be expressly approved in writing by CareATC with the applicable fee for such requirements
beyond such termination date.
(e) Termination of this Shared Site Agreement shall not affect Client's obligation to pay any proper Fees
and costs(as set forth in Exhibit B) incurred prior to such termination event.
(f) Notwithstanding the above. either party may terminate this Shared Site Agreement immediately,
upon written notice to the other Party,if(i)the other files a voluntary petition in bankruptcy,(ii)the other is adjudged
bankrupt.(iii)a court assumes jurisdiction of the assets of the other under a federal reorganization act, (iv)a trustee
or receiver is appointed by a court for all or a substantial portion of the assets of the other, (v)the other becomes
insolvent or suspends its business.
(g) Notwithstanding anything in this section, either Party may terminate this Shared Site Agreement
immediately, upon written notice to the other Party, upon adoption of any state or federal legislation, or upon the
issuance of a determination by a governmental entity. a Medicare carrier or intermediary, or an independent third
party acceptable to each party that the arrangement evidenced by this Shared Site Agreement violated any Federal
or State law, rule, or regulation, including fraud and abuse issues This Shared Site Agreement shall terminate
within sixty (60)days thereafter or sooner if such determination so advises; provided, however, that in the event
such a determination is issued. the Parties may elect to continue this Shared Site Agreement by modifying it to
comply with the law, rule, or regulation in question. In such event, within sixty (60) days of the issuance of such
determination, the Client shall deliver notice to CareATC of its intentions to continue this Shared Site Agreement
as provided herein. In such case. the terms and conditions of this Shared Site Agreement shall remain in full force
and effect
5. Obligations of the Parties
(a) Reporting. CareATC agrees to provide Client with standard monthly and quarterly reporting and an
annual report providing a review of program goals to date and a strategic plan for the upcoming year. Any custom
reporting that is beyond the scope outlined in this Section 5 will be at a separate hourly rate as provided on Exhibit
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B. Any reports containing Shared Site Health Center Eligible Participant information will be de-identified in
accordance with the Health Insurance Portability and Accountability Act of 1996, as amended (with the security
provisions of the Health Information Technology for Economic and Clinical Health Act ("HITECH") and the
prohibitions on use and disclosure of genetic information under the Genetic Information Nondiscrimination Act
("GINA") and the regulations implementing HIPAA. HITECH, and GINA found at 45 CFR Parts 160 and 164,
collectively, "HIPAA")before being provided.
(b) Eligibility Report. Client or their designee shall provide CareATC the eligibility report no later than the
20"'of each month. Client shall provide ongoing updates,which shall include the participant eligibility report necessary
to enable CareATC to provide Services and reporting. The participant eligibility report will contain the entire eligible
population with the targeted population delineated within the file. Prior to execution of this Shared Site Agreement,
CareATC will provide eligibility file standards to Client upon request. After execution of this Shared Site Agreement,
Client will cooperate with CareATC to identify specific data required to fulfill this Shared Site Agreement. CareATC
shall communicate the file specifications to Client, including the automated process for ongoing file
transmission. Client acknowledges that CareATC cannot provide Services and reporting without eligibility files from
Client meeting the specifications provided by CareATC. The eligibility file will contain Eligible Participants' contact
information. including first name, last name, date of birth, email, phone, and mailing address. where feasible, for
the purposes of patient outreach and activation. The Shared Site Health Center(s) will be available to Eligible
Participants designated by the Client via the eligibility report to have access to the Shared Site Health Center(s).
The Eligible Participants are not required to use the Shared Site Health Center(s) or any Service provided by
CareATC.
(c) CareATC will not offer for sale or attempt to sell any service,other than Services provided under this
Shared Site Agreement. to any Client employee or Eligible Participant.
(d) CareATC shall be exclusively responsible for the operation of the Shared Site Health Centers.
including,but not limited to.ensuring that the Services are provided.and the Shared Site Health Centers(including,
all employee, agents, and representatives) operate, in compliance with all applicable laws. Client shall have no
control in, or input on how the operations of the Shared Site Health Centers or the provision of the Services are
managed.
(e) Licensure and Permits CareATC shall have all licenses,permits,and other authorizations necessary
to operate the Shared Site Health Center and provide the Services under this Shared Site Agreement
(f) Operational Consumables. CareATC shall purchase supplies and equipment that are commonly
needed for the operation of the Shared Site Health Center and to provide the Services. These supplies include
the standard formulary and non-dispensing drugs. disposable and non-disposable medical supplies, and standard
laboratory services. CareATC will ensure that a regular inventory of all supplies is maintained CareATC will
maintain lists of the standard formulary, laboratory services. and other supplies. These standard lists may be
periodically reviewed and modified. CareATC shall not make any single expenditure that will be passed through to
the Client in excess of$1,000 without the City's prior written approval. Such prior written approval shall include
clinical testing and medication formularies selected by Client Any supplies and equipment ordered on behalf of
Client and paid for by Client shall be the Client's property. CareATC shall deliver a bill of sale,with warranty of title,
to the Client, including serial numbers for the equipment. where applicable. In purchasing and replenishing
equipment and supplies, CareATC shall use reasonable efforts to find the best obtainable prices.
(g) The Client shall communicate the existence of the Shared Site Health Center, the hours, and
locations to all Eligible Participants Client shall permit Eligible Participants to access the Shared Site Health
Center during the workday in accordance with Client's policies, as may be amended from time to time.
(h) The Client shall determine how the Shared Site Health Center and the provision of Services will be
integrated with Client. The Client is responsible for amending or drafting any plan terms or summaries, as
necessary.to establish the Shared Site Health Center as a component benefit under Client(or such other structure
as may be determined by Client) for Eligible Participants In doing so, Client is responsible for following all
Employee Retirement Income Security Act of 1974, as amended ("ERISA") (if ERISA is applicable) and other
applicable laws.
(i) The Client shall communicate any changes to. and/or the creation of, any benefit plans to Eligible
Participants that result from the execution of this Shared Site Agreement The Client will also communicate to
CareATC any changes to and/or the creation of any benefit plans impacting the Services
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(j) Client acknowledges that CareATC has developed a set of standard Shared Site Health Center
operational policies in order to maintain AAAHC accreditation of the Shared Site Health Center. and Client agrees
to support and adhere to those standard policies, including maintaining weapon-free and non-smoking Shared Site
Health Center.
(k) Client will not discriminate with regards to Shared Site Health Center Eligible Participant status on
the basis of race, color, creed, national origin,disability,gender, religion, pregnancy, status as an active or former
member of the military, sexual orientation, or any other basis on which any applicable law, rule or regulation or
prohibits discrimination.
(I) Client does not engage in the practice of medicine with CareATC and will not have any direct or
indirect control over CareATC, the Shared Site Health Center, or any employed or contracted personnel of
CareATC and/or Health Professionals.
(m) Client will reasonably assist CareATC to obtain patient consent for engagement strategies and digital
outreach Client and CareATC will jointly develop marketing communication and engagement strategies
(n) Claims Data. Client shall provide. upon request with reasonable notice, to CareATC, at a minimum,
a summary of the medical and pharmacy claims data for the eligible and targeted participants enrolled in Client's
health plan(s), for the previous twelve(12)months for the purpose of calculating the Shared Site Health Center's
return on investment(ROI). CareATC shall communicate the summary data required to be used in the analysis. If
the data is not provided to CareATC, the ROI will be calculated using industry assumptions and may not reflect
the actual ROI experienced by Client, and any performance guarantees associated with a customized Client ROI
will not be applicable to CareATC.
(o) Insurance. The Parties shall maintain the insurance coverages as provided in Exhibit D.
6. HIPAA, PHI,and Privacy.
(a) CareATC is a Covered Entity, and the Health Professionals are part of CareATC's workforce for
purposes of HIPAA. Both Parties agree to comply with all applicable federal and state laws governing the
confidentiality, privacy. and security of health information, including but not limited to HIPAA.
(b) In the event of a breach of PHI held by CareATC with respect to a Shared Site Health Center Eligible
Participant. CareATC shall immediately notify Client and mitigate. to the extent practicable and at CareATC's
expense, the effects of the breach Further, CareATC shall fulfill all reporting and notification obligations required
under state and federal law, in consultation and cooperation with Client, at CareATC's expense.
(c) Notwithstanding this Section 6, the provisions of that certain Business Associate Agreement
executed or to be executed between the Parties shall prevail with respect to any PHI that Client provides to
CareATC in CareATC's capacity as Client's business associate
(d) CareATC, on behalf of itself and its affiliates (collectively, the "CareATC Entities"), represents and
warrants that the CareATC Entities will comply with all applicable laws that govern the privacy, security.
confidentiality, or processing of personal information, health information, dental or medical records, health care
claim adjudication records.or other records generated in the course of providing or paying for health care services.
including but not limited to HIPAA (collectively, "Privacy Laws"). CareATC. on behalf of the CareATC Entities
further represents and warrants that the CareATC Entities have taken or will take by the Effective Date all
reasonable steps to protect the confidentiality, integrity, availability, and security of its systems and data in all
material respects and that it will implement and maintain a reasonable and appropriate privacy and data security
program with plans. policies, procedures. and other security measures for privacy. physical and cybersecurity,
backup, disaster recovery, business continuity and incident response, including reasonable and appropriate
administrative. technical and physical safeguards and workforce training to protect PHI, personal information and
the CareATC Entities'systems from any unauthorized access,destruction or other processing.CareATC,on behalf
of the CareATC Entities, represents and warrants that it has or will have, by the Effective Date, implemented and
maintained written privacy and security policies and procedures, conducted a comprehensive security risk
assessment. and will maintain all other documentation as required by the Privacy Laws
(e) Client will have access to records pertaining to work-related injuries reimbursable by Client to the
limited extent permitted by law.
(f) Eligible Participants can be provided with or may visit CareATC's website to access CareATC's
Notice of Privacy Practices at any time.
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7. Medical Records.
(a) During the Term of this Shared Site Agreement, CareATC shall serve as the custodian of medical
records created while performing the Services under this Shared Site Agreement CareATC will maintain complete
and accurate records of all Services performed, all employee and contractor records, all receipts and
disbursements, and all other records related to this Shared Site Agreement pursuant to its retention policy or as
may be required by law from the date of service or cost accrual CareATC, and shall abide by all state, local, and
federal requirements for such record retention during and after the Term of this Shared Site Agreement. Client
acknowledges that CareATC will provide copies of medical records to any third-party requestor and will be provided
the appropriate executed release from the employee/patient,court order as applicable,or as provided by applicable
law The below shall control the retention and/or release and delivery of medical records or data upon termination
of the Shared Site Agreement and Client's written request
(b) Upon the termination of this Shared Site Agreement for any reason, Parties shall negotiate and
execute a custodial agreement with any new third-party medical provider ("New Medical Provider"), as may be
applicable. to ensure all Parties' are following applicable laws. CareATC shall provide Client with such custodial
agreement for review. Client shall be solely responsible for any expense related to the transfer of medical records,
any retention required by law (including OSHA), any photocopies that may be requested by any Party. or any
records/data requested to be provided in an electronic format and/or transferred to the Client or New Medical
Provider(s). The records shall include all historical medical records related to the patient population utilizing the
Shared Site Health Center.
(i) The Client shall be invoiced for any production/conversion as a separate line item as a
standard Service under this Shared Site Agreement,which must be paid in full prior to the release of the final
set of data requested by Client or New Medical Provider(s). If historical medical records were provided to
CareATC by Client or any third-party, those same historical records shall be provided to Client or New
Medical Provider(s) in the same manner and condition as provided to CareATC. Upon payment by Client.
the Parties will make best efforts to deliver and/or transfer such records within two (2)weeks or a mutually
agreed upon date.
(ii) If CareATC is replacing an existing third-party medical provided (a "Prior Medical
Provider") as part of a transition of service, CareATC shall become the medical record custodian as of the
open for business date of the Shared Site Health Center. and all parties must execute a custodial agreement
thirty(30)days prior to the Shared Site Health Center anticipated open for business date to ensure all parties'
compliance with applicable laws. Client shall provide CareATC written notice of the required format and
delivery of all records created by CareATC sixty (60) days prior to the anticipated open for business date.
Such delivery shall include any medical records. required data, software applications previously used. and
required data conversions proposed. Any fees associated with such transfer of the above materials from the
Prior Medical Provider to CareATC shall be at the Client's sole expense.
(c) Access. Client is not entitled to access any patient medical records except to the extent allowed by
law. CareATC is a"covered entity"as enumerated in 45 CFR§160.103. As a covered entity, CareATC may only
disclose protected health information as authorized by and to the extent allowed by law. This Section 7 shall
survive the expiration or termination of the Shared Site Agreement
8. Use of Name, Logos,etc.
(a) Except as expressly provided in this Shared Site Agreement, CareATC will, at all times, exclusively
retain all right, title, and interest in and to the following materials (collectively, "Licensed Materials"): (i) any
marketing collateral supplied by CareATC hereunder: and (ii) logos, trademarks, trade names and service marks
of CareATC, Inc. To the extent CareATC does not own the Licensed Materials, it has a license to use them for
the purposes of providing Services under this Shared Site Agreement
(b) Except as expressly provided in this Shared Site Agreement, Client will, at all times, exclusively own
all right. title, and interest in and to the following materials (collectively, "Client Materials"): (i) any marketing
collateral supplied by Client hereunder; and (ii) logos, trademarks, trade names and service marks of Client
Neither CareATC nor any of its affiliates shall use Client Materials or otherwise identify the Client (or any Client
affiliate) in any press release, advertising, marketing, or promotion without Client's prior written consent. which
consent may be given or withheld in Client's sole discretion
(c) During the term of this Shared Site Agreement, CareATC hereby grants to Client a non-exclusive,
non-transferable. royalty-free. revocable right and license (or sublicense, as applicable)to use, market, promote,
and display the Licensed Materials in connection with the Services performed by CareATC hereunder. Except for
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those rights expressly granted herein, Client shall not grant nor claim any right, title, or interest in the Licensed
Materials not mutually developed by the Parties. Similarly, except as expressly set forth herein, Client shall, at all
times. exclusively own all right, title, and interest in and to any marketing collateral supplied by Client hereunder,
and Client logos, trademarks. trade names, and service marks.
(d) Upon termination of this Shared Site Agreement, as more fully described below, each Party shall
immediately cease using the name and logo of the other Party for any purpose Neither Party shall adopt any
trademark,service mark, insignia, or logo("Marks")in combination with or similar to the other Party's Marks without
prior written approval. Neither Party will challenge the validity or do anything to impair the value of the other Party's
Marks. Any failure of a Party to comply with this Section 8 shall constitute a material breach of this Shared Site
Agreement.
9. Proprietary and Confidential Information.
(a) "Proprietary Information" includes, among other information, all information relating to a Party or
that Party's affiliates' (as applicable) business, employees, contractors, professionals, finances. contracts,
strategies. marketing, legal claims, billing and collection practices, insurance, patient lists, medical practices,
company policies.wellness initiatives or savings, information systems,data collections,costs or charges.statistics,
information regarding health centers, staffing models. and delivery systems that the Party or the Party's affiliates
attempts or intends to keep confidential. but is disclosed to the other Party in the course of performance of this
Shared Site Agreement.
(b) Each Party acknowledges that, during the Term of this Shared Site Agreement, it (the "Receiving
Party") may receive or be exposed to Proprietary Information of the other Party (the"Disclosing Party"). Each
Party agrees that, except as contemplated in fulfilling its obligations hereunder. it will not, during the term of this
Shared Site Agreement and for a period of five (5)years thereafter, use directly or indirectly, for its own account
or for the account of any other person, or disclose to any other person any such Proprietary Information of the
other Party or any affiliate of the other Party. Each Party shall take such precautions with respect to the Proprietary
Information of the other Party as it normally takes with respect to its own Proprietary Information. but in no event
will it exercise less than ordinary care with respect to such information. In the event of a conflict between the terms
of this Shared Site Agreement and terms of any separate confidentiality or non-disclosure agreement between the
Parties, the provisions of this Shared Site Agreement shall control
(c) Notwithstanding anything to the contrary contained in this Section 9. in the event the Receiving Party
is required to disclose any Proprietary Information of the Disclosing Party pursuant to a court order or decree or in
compliance with the rules and regulations of a governmental agency or in compliance with any law.the Receiving
Party shall provide the Disclosing Party with prompt notice of such required disclosure so that the Disclosing Party
may seek an appropriate protective order and/or waive the Receiving Party's obligation to comply with the
provisions of this Section 9.
(d) Upon the written request of the Disclosing Party, the Receiving Party shall transfer all written records
of the Disclosing Party's Proprietary Information to the Disclosing Party or. at the Disclosing Party's election, in lieu
of the transfer of such written records to the Disclosing Party,the Receiving Party shall destroy all such information
of the Disclosing Party in the possession of the Receiving Party. Upon the request of the Disclosing Party, the
Receiving Party will promptly certify in writing to the destruction of such written Proprietary Information.
Notwithstanding the foregoing, the Parties acknowledge that Client is a governmental entity and subject to the
retention requirements of Florida's public records law. Client shall not be required to destroy any records in its
possession that it is otherwise required to retain by law.
(e) Client agrees that CareATC is and will be the author and owner of intellectual property (such as
patentable ideas, copyrightable materials, trade secrets, or other ideas) conceived, developed. or prepared by
CareATC,alone or with others,within the scope CareATC's service provided hereunder Except as set forth below,
Client will not receive any licensing or royalty rights or rights to use, copy, or adapt any such intellectual property.
CareATC may register and hold in its own name all such intellectual property rights. No document or information
authored by CareATC or its affiliates will ever be deemed a "Work for Hire" for Client To the extent CareATC
prepares any document or information for delivery to Client in CareATC's capacity as a business associate of
Client(a"Business Associate Deliverable"), CareATC grants to Client a worldwide, irrevocable. perpetual, royalty-
free license to use and copy such Business Associate Deliverable. To the extent that any Business Associate
Deliverable contains PHI or other information owned by Client, CareATC makes no claim of ownership to such
information
10. Audit. Upon Client providing thirty (30) days prior written notice to CareATC. Client may inspect the books,
procedures,and records of CareATC(excluding corporate level financial data and Confidential Information, unless
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required by Florida law)for periods after the Effective Date to monitor compliance with this Shared Site Agreement.
If an audit inspection in accordance with this section discloses overpricing or overcharges (of any nature) by
CareATC in excess of one half of one percent(0.5%) of the total contract billings, (1)the reasonable costs of the
Client's audit shall be reimbursed to Client by CareATC and (2)a 10% penalty of the overpricing or overcharges
shall be assessed Any adjustments and/or payments that must be made as a result of the audit inspection,
including any interest, audit costs. and penalties. shall be made by CareATC within 35 days after presentation of
Client's findings to CareATC. CareATC shall have 35 days to dispute Client's audit findings. Any further disputed
findings shall be resolved utilizing the Dispute Resolutions found in Section 17(g). Failure by CareATC to permit
such audit shall be grounds for termination of this Shared Site Agreement by the Client. If Client requests an audit
more than once in a twelve (12) month period. than Client shall pay CareATC a five-thousand-dollar($5,000.00)
fee for administrative services.
11. Warranties.
(a) This Shared Site Agreement is solely for the provision of Services, and its existence does not
establish any wellness program, corporate policy, program, or policy offered or required by Client Services are
strictly limited to the Services designated on Exhibit A and this Shared Site Agreement does not create any
obligations of CareATC or Health Professionals to administer any other services not contemplated by this Shared
Site Agreement.
(b) CareATC is not the"named fiduciary" or"Administrator", as such terms are defined in ERISA(or as
used in similar laws governing plans)of the Shared Site Health Center. In addition, CareATC is not responsible
for Client's compliance with any such plan with laws(including ERISA, HIPAA. COBRA, PPACA, Federal or other
taxes, and similar requirements) that govern plan operation and administration except as may be specifically
provided in this Shared Site Agreement.
(c) CareATC is not responsible for determining whether an individual is an Eligible Participant. CareATC
shall rely on the eligibility information provided by Client or its designee pursuant to Section 6 (HIPPA)above in
allowing access to the Shared Site Health Center and shall confirm the status of Eligible Participants by reviewing
their insurance cards or other evidence of coverage. CareATC will not accept any appeals or claims for eligibility
determinations. CareATC will not be liable for any errors or omissions in eligibility information provided to it by
Client.
(d) CareATC is not a law or consulting firm and does not purport to give Client any sort of legal, tax,
ERISA, or fiduciary advice or guidance with respect to Client's responsibilities under this Shared Site Agreement:
amending any health, medical, or benefits plan offered by Client: formation of a wellness program or separate
medical plan:obligations of Client under local, state, and federal law
(e) CareATC, on behalf of the CareATC Entities, represents and warrants to Client and its affiliates that
CareATC's performance of this Shared Site Agreement and its products. software, and service deliverables will
not infringe upon or violate the intellectual property rights of any other rights of any third party or violate any federal,
state and municipal laws.
12. Indemnification.
(a) CareATC agrees, to the extent permitted by law, to indemnify, defend. and hold the Client (the
"Indemnitee"), its staff, directors, trustees, officers, agents. affiliates, contractors. employees, successors, and
assigns, harmless from and against any and all claims.judgments and liabilities(including reasonable attorney's
fees and expenses incurred in the defense thereof)relating to all losses arising out of(i)the breach of any term or
condition of this Shared Site Agreement; (ii)allegations of negligent and/or willful acts or omissions of CareATC or
any of its affiliates(including,but not limited,to any medical malpractice claims against CareATC and/or any Health
Professional), (iii) the violation of any law or any representations or warranties herein by CareATC or any of its
affiliates; and/or (iv) any and all claims that a Client's use or access or involvement infringes or impermissibly
incorporates any of the intellectual property rights of a third party
(b) Additionally,CareATC.on behalf of itself and the CareATC Entities,shall indemnify,defend,and hold
harmless Client.their staff,directors,trustees,officers, agents, affiliates, contractors,employees. successors.and
assigns from and against (i)any unauthorized use.disclosure or breach of PHI by CareATC,the CareATC Entities
or subcontractors. (ii)failure to notify any and all parties required to receive notification of any breach of unsecured
PHI; and (iii) any negligence or wrongful acts or omissions by a CareATC Entity or its agents or subcontractors.
including without limitation. failure to perform its business associate's obligations under the Business Associate
Agreement or HIPAA. Notwithstanding the foregoing. nothing in this Section 12 shall limit any rights of Client to
additional remedies under the Business Associate Agreement or under applicable law for acts or omissions of a
CareATC Entity or its agents or subcontractors.
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(c) In the event CareATC or a CareATC Entity fails to fully perform its breach notification obligations as
a result of a breach or suspected breach of PHI. CareATC shall reimburse Client for any and all fees and costs
Client incurs to: (i) investigate any suspected or actual breach; and (ii)fulfill notification and reporting obligations
under HIPAA (collectively, "Breach Costs"). The Breach Costs shall include but not be limited to any fees and
costs related to legal services, forensic investigations, consulting services, credit monitoring services, and call
center services.
(d) Client shall provide CareATC with prompt written notice of any claims for which it seeks
indemnification No delay in notice shall excuse CareATC's obligations, except to the extent that CareATC has
been materially prejudiced by such delay. CareATC shall defend Client at CareATC's sole expense with legal
counsel reasonably acceptable to the Client. If CareATC fails to provide a timely defense, then Client may defend
with counsel of its own choosing at the expense of CareATC. CareATC shall not enter into any settlement without
the prior written consent of Client, which shall not be unreasonably withheld or delayed
(e) Nothing contained in this Shared Site Agreement shall be construed to waive the Client's rights and
immunities under sovereign immunity or Section 768.28, Florida Statutes.
(f) The provisions of this Section 12 shall survive the expiration or termination of this Shared Site
Agreement.
13. Notices.
(a) All notices, consents. demands, and waivers described in this Shared Site Agreement must be in
writing and addressed to the other Party at its address set out below (or to any other address that the receiving
Party may designate from time to time in accordance with this Section 13) Each Party shall deliver all notices by
personal delivery, nationally recognized overnight courier (with all fees prepaid, deemed accepted upon
confirmation of email(deemed accepted with confirmation of transmission), or certified or registered mail(in each
case, deemed accepted upon delivery of return receipt requested. or postage prepaid)
If to CareATC:
4500 S 129th E Ave
Suite 191
Tulsa, Oklahoma 74134
Attn: Chief Financial Officer
If to Client:
100E Ocean Ave
Boynton Beach. FL 33435
Attention: City Manager
14. Independent Contractors.
(a) It is expressly understood and agreed that CareATC and Client shall at all times during the Term of
this Shared Site Agreement act as independent contractors on a non-exclusive basis, and neither Party shall have
any authority to bind the other Party. Neither Party is intended to be an employee or employer of, nor joint venture
partner with, the other Party. except as otherwise specifically contemplated herein, neither Party shall function as
a principal or agent of the other Party Each Party hereto shall be responsible for its own activities and those of its
employees and agents.
(b) Further, nothing contained herein shall be construed to create a partnership, association, or other
affiliation between CareATC and Client In no event shall either Party be liable for the debts or obligations of the
other except as specifically provided for in this Shared Site Agreement
(c) Each Party's employees and contracted professionals will be the employees and professionals only
of that Party and not of the other Party. A Party will have the exclusive authority to hire, fire. compensate, assign
duties to, and direct its employees Each Party will be solely responsible for paying any applicable compensation
or severance to its employees. Each Party will have the sole obligation to withhold and pay all taxes,
unemployment compensation, Social Security. Medicare, and other legally required or authorized withholdings or
payments to or with respect to its employees. Each Party will be solely responsible for the actions or inactions of
its employees.
15. Non-Solicitation and Non-Recruitment. The Parties acknowledge and agree that the relationship between
CareATC and its affiliate employees who work with Client in the performance of Services hereunder (each an
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"Affiliated Employee") constitute a valuable asset of CareATC During the term of this Shared Site Agreement
and for a period of one(1)year thereafter,Client shall not directly or indirectly recruit,solicit,or hire as an employee
or as an independent contractor(including as an employee of a new provider of similar services as those set forth
herein), any Affiliated Employee of CareATC involved in providing Services to Client, without the prior written
consent of CareATC. For the duration of this Shared Site Agreement and for one year thereafter, if Client either
directly or through others hires any current or former CareATC Affiliated Employee (employed or contracted by
supplier during the year preceding the date of hire by Client or such other party)to perform the same or a similar
function. whether as an employee or independent contractor. Client shall pay an amount equal to the annual fee
for such employee's Services as set forth in this Shared Site Agreement. The Parties agree this is not punitive in
nature and is a reasonable sum representing recruitment and training fees of CareATC. Notwithstanding the
foregoing. the Parties acknowledge and agree that this Shared Site Agreement will not prohibit (a) solicitations
through advertising or other publications of general circulation and employment resulting thereof, or(b)the hiring
of any Affiliated Employee who contacts Client or some third party without Client or such other party having solicited
such Affiliated Employee. or (c) the hiring of any Affiliated Employee who applies through Client's generally
accessible job postings or competitive hiring processes that are open to all qualified candidates, provided that
Client did not specifically target or direct such postings or processes to Affiliated Employees. and such hiring shall
not require Client to pay the annual fee for such employee's Services. This Section 15 shall survive the termination
of this Shared Site Agreement.
16. Federal Contractor. Client and/or its affiliates is an equal opportunity employer and federal contractor or
subcontractor. Consequently, the Parties agree that, to the extent applicable, they will abide by the requirements
of 41 CFR 60-1.4(a). 41 CFR 60-300.5(a), and 41 CFR 60-741.5(a) and that these laws are incorporated herein
by reference. These regulations prohibit discrimination against qualified individuals based on their status as
protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their
race, color, religion, sex, or national origin. These regulations require that covered prime contractors and
subcontractors take affirmative action to employ and advance in employment individuals without regard to race.
color, religion, sex. national origin. protected veteran status, or disability. The Parties also agree that, as
applicable.they will abide by the requirements of Executive Order 13496(29 CFR Part 471,Appendix A to Subpart
A) relating to the notice of employee rights under federal labor laws
17. Leased Space.
(a) In the event of termination or expiration of this Shared Site Agreement due to(a)Client's termination
under Section 4; or(b)Client's breach of this Shared Site Agreement. Client shall pay CareATC a prorated amount
of the remaining amounts owed under the Lease upon termination of this Shared Site Agreement based on the
City of Boynton Beach percentage of utilization of the Shared Site located at 1700 Woolbright Rd Suite 4, Boynton
Beach, FL 33426. CareATC will provide Client documentation on the percentage of the Shared Site facility that is
being used by the City of Boynton Beach.
18. Miscellaneous.
(a) Amendment.This Shared Site Agreement may only be amended by CareATC and Client by a writing
duly executed by an appropriate officer of CareATC and Client. This requirement is not intended to preclude the
Parties from making decisions regarding day-to-day operations.
(b) Assignment. Neither Party shall have the right to assign or transfer this Shared Site Agreement or
its rights or obligations under this Shared Site Agreement. voluntarily or by operation of law,without first obtaining
the written consent of the other Party, and any attempted assignment or transfer in the absence of such consent
shall be void and of no effect Notwithstanding the foregoing, either Party may assign this Shared Site Agreement
to a successor of all or substantially all of the assets or business of such Party to which this Shared Site Agreement
relates,whether by merger, sale of stock. sale of assets, or other similar transaction.
(c) Captions. All section captions are for reference only and will not be considered in interpreting this
Shared Site Agreement.
(d) Claims Each Party will notify the other Party promptly of receipt of any administrative, regulatory,
legal, or other claim or inquiry arising with respect to such Party that may impact or otherwise relate to this Shared
Site Agreement.
(e) Corporate Authority_ Each Party represents and warrants that it has the requisite corporate power
and authority to enter into this Shared Site Agreement. to engage the other in the performance set forth herein,
and to perform its obligations hereunder. The execution. delivery. and performance by each Party of this Shared
Site Agreement have been duly authorized by all requisite corporate action on the part of each Party. respectively.
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(f) Counterparts. This Shared Site Agreement may be executed in two or more counterparts and
delivered to each of the Parties by facsimile, photocopy. or electronic signatures, all deemed an original, but all
such counterparts taken together constitute one and the same instrument.
(g) Dispute Resolution. If a disagreement.claim,cause of action, breach,question,or controversy arises
between the Parties concerning the observance or performance of any of the terms, provisions. or conditions
contained herein or the rights or obligations of either Party under this Shared Site Agreement ("Dispute"), such
Dispute shall in the first instance be the subject of a meeting between the Parties to negotiate a resolution of such
Dispute. Such meeting shall be held within fifteen(15)days after a written request by either Party. If.within fifteen
(15) days after that meeting. the Parties have not negotiated a resolution or mutually extended the period of
negotiation either Party may seek relief in the appropriate state or federal court.
(h) Entire Shared Site Agreement. This document and all Exhibits, including the Business Associate
Agreement(Exhibit E),are intended by the Parties as the final and binding expression of their agreement applicable
to this subject matter and is a complete and exclusive statement of the terms thereof and supersedes all prior
negotiations. representations, and agreements. Moreover. no representations, understandings. or agreements
have been made or relied upon in the making of this Shared Site Agreement other than those specifically set forth
herein
(i) Force Majeure. The Parties will not have any obligations to provide, or liability for failure to provide.
any good or service under this Shared Site Agreement for any cause beyond the Parties' reasonable control,
including, without limitation, any Act of God, fire, flood, hurricane, environmental contamination, disruption in
utilities, act or order of the other Party or governmental entity, act of terrorism. war, vandalism, or other public
disruption, destruction of records,disruption of communications or transportation, labor difficulties,shortages of or
inability to obtain labor,material or equipment,or unusually severe weather,or any other cause beyond the Parties'
reasonable control. In any such case. the Parties agree to negotiate in good faith with the goal of preserving this
Shared Site Agreement and the respective rights and obligations of the Parties hereunder to the extent reasonably
practicable. This provision shall not relieve either Party of any obligation hereunder in the event of a pandemic or
other public health emergency unless a Party is prohibited, by a binding governmental order, from performing an
obligation hereunder (e.g.. for example, if health care is deemed to be an essential service in connection with a
pandemic, both parties shall be required to perform hereunder).
(j) Further Actions. Each of the Parties agrees to execute and deliver such further instruments and to
do such further acts and things as may be reasonably required or useful to carry out the intent and purpose of this
Shared Site Agreement and as are not inconsistent with the terms hereof In addition, the Parties agree to
cooperate with one another in the fulfillment of their respective obligations under this Shared Site Agreement
(k) Governing Law. This Shared Site Agreement and the rights of the Parties hereunder shall be
construed and governed by the laws of the State of Florida. to the extent not preempted by federal law, without
consideration of or giving effect to any choice of law provision or rule thereof. Any dispute regarding the Shared
Site Agreement shall be filed exclusively in Palm Beach County. State of Florida
(I) Availability of Funds. This Shared Site Agreement is expressly conditioned upon the availability of
funds lawfully appropriated and available for the purposes set out herein as determined in the Client's sole
discretion. If funding for this Shared Site Agreement is in multiple fiscal years, funds must be appropriated each
year prior to costs being incurred. Nothing in this paragraph shall prevent the making of contracts with a term of
more than one year, but any contract so made shall be executory only for the value of the services to be rendered
or paid for in succeeding fiscal years. If funds to finance this Shared Site Agreement become unavailable. the
Client may terminate this Shared Site Agreement upon no less than twenty-four (24) hours' notice to CareATC.
The Client shall be the sole and final authority regarding the availability of funds
(m) Headings. The division of this Shared Site Agreement into separate articles, sections, subsections
and exhibits. and the insertion of headings or captions, are for convenience of reference only and will not affect
the construction or interpretation of this Shared Site Agreement
(n) Limitation of Liability. Notwithstanding any provision herein to the contrary, neither Party shall be responsible
hereunder for any special. indirect, consequential, punitive. exemplary, or incidental damages (and, for the
avoidance of doubt. Losses. as defined herein, shall not include any such damages). In addition. notwithstanding
any provision herein to the contrary, CareATC, its managers. directors, officers, employees, and agents,
collectively, shall not be liable to Client or any of Client's respective directors, officers, managers, employees or
agents for Losses, which, in the aggregate, are greater than an amount equal to the aggregate 12-month Fees
paid to CareATC during the Term, provided that the limitation of liability set forth in this section shall not apply to:
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(i) Claims covered by CareATC's insurance policies. including but not limited to claims for professional liability,
general liability. or cyber liability; (ii) Claims arising from CareATC's failure to maintain insurance coverage as
required under this Agreement or CareATC's failure to maintain appropriate insurance limits or coverage types; or
(iii) Claims arising from gross negligence. willful misconduct, or fraud. Further. the Client. its directors, officers,
employees, and agents, collectively, shall not be liable to CareATC or any of CareATC's respective directors,
officers.managers, employees or agents for Losses,which, in the aggregate, are greater than an amount equal to
the aggregate 12-month Fees paid to CareATC during the Term Nothing in this section shall be construed to
increase Client's liability beyond the monetary limitations or sovereign immunity protections provided in Section
768.28, Florida Statutes. if applicable
(o) Local,State.and Federal Laws. Neither Party shall take any action in furtherance of this Shared Site
Agreement.which is illegal under any federal. state, county, or local rules. including,without limitation,all statutes.
laws. ordinances, regulations, or codes(hereinafter"Laws"). Both Parties shall comply with all applicable Laws.
(p) No Third-Party Beneficiaries. No Eligible Participant, and no other person or entity. is an intended
third-party beneficiary of this Shared Site Agreement.
(q) Regulatory Capacity. Notwithstanding the fact that Client is a municipal corporation with certain
regulatory authority, Client's performance under this Shared Site Agreement is as a Party to the agreement and
not in its regulatory capacity If Client exercises its regulatory authority, the exercise of such authority and the
enforcement of applicable law shall have occurred pursuant to Client's regulatory authority as a governmental body
separate and apart from this Shared Site Agreement and shall not be attributable in any manner to Client as a
Party to this Shared Site Agreement
(r) Attorneys' Fees. In the event that either Party brings suit to enforce this Shared Site Agreement or
to collect payment, each Party shall bear its own attorney's fees and court costs
(s) Severability. If any provision of this Shared Site Agreement should be invalid or unenforceable, the
remainder of the Shared Site Agreement will continue in full force and effect as if the invalid or unenforceable
portion had never been written, and the remainder of this Shared Site Agreement will continue to be effective.
valid, and enforceable
(t) Public Records. CareATC shall comply with the applicable provisions of Chapter 119, Florida
Statutes Specifically. CareATC shall:
(i) Keep and maintain public records required by the Client in order to perform the service;
(ii) Upon request from the Client's custodian of public records. provide Client with a copy of
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, Florida Statutes or as otherwise provided by law;
(iii) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the contract term
and following completion of the contract if CareATC does not transfer the records to the Client; and
(iv) Upon completion of the contract, transfer, at no cost to the Client, all public records in
possession of CareATC, or keep and maintain public records required by the Client to perform the service.
If CareATC transfers all public records to the Client upon completion of the contract. CareATC shall destroy
any duplicate public records that are exempt or confidential and exempt from public records disclosure
requirements, except as CareATC may be otherwise required to retain pursuant to Section 458.331(1)(m),
Florida Statutes. If CareATC keeps and maintains public records upon completion of the contract. CareATC
shall meet all applicable requirements for retaining public records. All records stored electronically must be
provided to the Client,upon request from the Client's custodian of public records in a format that is compatible
with the information technology systems of the Client.
(v) The failure of CareATC to comply with the provisions set forth in the Shared Site Agreement
shall constitute a default and breach of the Shared Site Agreement. Failure to comply with said statutory
requirements may subject CareATC to penalties under 119.10, Florida Statutes, as amended.
(vi) IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE
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PUBLIC RECORDS RELATING TO THIS SHARED SITE AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY CLERK
PO BOX 310
BOYNTON BEACH, FLORIDA, 33425
561-742-6061
CITYCLERK(&_BBFL.US
(u) Sovereign Immunity Nothing contained in the Shared Site Agreement, nor contained herein is
intended nor shall be construed to waive Client's rights and immunities under the common law or§768.28, Florida
Statutes, as may be amended from time to time, as amended, regardless of whether said liability be based in tort,
contract, indemnity or otherwise, and in no event shall Client be liable to CareATC for punitive or exemplary
damages or for lost profits or consequential damages
(v) Scrutinized Companies. CareATC, its principals or owners. certify that they are not listed on the
Scrutinized Companies that Boycott Israel List. Scrutinized Companies with Activities in Sudan List. Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List, or are engaged in business operations with
Syria. In accordance with §287 135, Florida Statutes, as amended, a company is ineligible to. and may not, bid
on, submit a proposal for, or enter into or renew a contract with any agency or local governmental entity for goods
or services of:
(i) Any amount if,at the time bidding on.submitting a proposal for,or entering into or renewing
such contract. the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to
§215.4725, Florida Statutes, or is engaged in a boycott of Israel; or
(i) One million dollars or more if,at the time of bidding on,submitting a proposal for,or entering
into or renewing such contract,the company:
1) Is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized
Companies with Activities in the Iran Petroleum Energy Sector List. created pursuant to
§215.473, Florida Statutes; or
2) Is engaged in business operations in Syria.
(w) Public Entity Crime Act. CareATC represents that it is familiar with the requirements and prohibitions
under the Public Entity Crime Act. Section 287.133, Florida Statutes. and represents that its entry into this Shared
Site Agreement will not violate that Act. CareATC further represents that there has been no determination that it
committed a"public entity crime"as defined by Section 287 133, Florida Statutes and that it has not been formally
charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or
whether CareATC has been placed on the convicted vendor list.
(x) Countries of Concern. CareATC represents that it is and will remain in compliance with Section
286.101, Florida Statutes. for the duration of the Term.
(y) Entities of Foreign Concern CareATC represents and certifies: (i) CareATC 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 CareATC;and(iii)CareATC 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,CareATC and any subcontractor
that will have access to personal identifying information shall submit to Client executed affidavit(s) under penalty
of perjury. in a form approved by Client, 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 Shared
Site Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes
(z) Anti-human Trafficking. On or before the Effective Date,CareATC shall provide Client with an affidavit
attesting that CareATC does not use coercion for labor or services, in accordance with Section 787.06(13). Florida
Statutes.
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(aa) Employment Eligibility. CareATC certifies that it is aware of and complies with the applicable
requirements of§448.095, Florida Statues, as may be amended from time to time and briefly described herein
below
(i) Definitions for this Section.
1) "Subcontractor" means a person or entity that provides labor, supplies, or services to
or for a contractor or another subcontractor in exchange for salary, wages. or other
remuneration
2) "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.
(ii) Registration Requirement, Termination Pursuant to§448 095, Florida Statutes. CareATC,
shall register with and use the
(iii) EE-Verify system in order to verify the work authorization status of all newly hired
employees. CareATC shall register for and utilize the U.S. Department of Homeland Security's E-Verify
System to verify the employment eligibility of.
(i) All persons employed by CareATC to perform employment duties within Florida during the term of
the contract, and
(iv) All persons (including subvendors/subconsultants/subcontractors) assigned by CareATC to
perform work specific to the contract with the Client CareATC acknowledges and agrees that
registration and use of the U.S. Department of Homeland Security's E- Verify System during the
Term is a condition of this Shared Site Agreement; and
(iii) CareATC shall comply with the provisions of Section 448.095. Florida Statutes., "Employment
Eligibility." as amended from time to time This includes. but is not limited to registration and
utilization of the E-Verify System to verify the work authorization status of all newly hired
employees. CareATC 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
CareATC shall maintain a copy of such affidavit for the duration of the Term. Failure to comply may
result in termination of this Shared Site Agreement, 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 Shared Site Agreement under this Section is not a breach of
contract by Client and may not be considered as such. If this Shared Site Agreement is terminated
for a violation of the statute by CareATC, CareATC may not be awarded a public contract for a
period of one(1)year after the date of termination.
19. Order of Precedence. In the event of conflicts or discrepancies between this Shared Site Agreement and any
other documents used in capturing services and fees, interpretations will be based on the following priorities: this
Shared Site Agreement,the Exhibits attached to this Shared Site Agreement, and any PO or Change Order.
20. Termination of Previous Agreements. This Shared Site Agreement supersedes and replaces in their entirety
that certain agreement dated October 19, 2022, and that certain Shared Site Agreement dated August 22, 2023,
and effective October 10. 2023. between the Parties (collectively, the "Prior Agreements"). The Parties hereby
agree that the Prior Agreements are terminated and of no further force or effect as of the Effective Date. The
Parties hereby mutually release each other from any and all obligations under the Prior Agreements except as
expressly preserved in this Agreement.
21. Retroactive Effective Date. Notwithstanding the date of execution of this Shared Site Agreement by the Parties.
the Parties hereby agree that this Shared Site Agreement and all of its terms, conditions, rights, and obligations
shall be retroactively effective as of February 1, 2025 (the"Effective Date"). The Parties acknowledge and agree
that any actions taken by either Party between the Effective Date and the date of execution that would have been
consistent with the terms of this Shared Site Agreement had it been executed on the Effective Date shall be
deemed to have been taken pursuant to this Shared Site Agreement.
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Docusign Envelope ID:07748F3B-D876-45F5-B73D-894D102C2FAB
IN WITNESS WHEREOF, the Parties have agreed to this Shared Site Agreement as of the Effective Date in the
preamble.
CareATC,Inc.:
Signature' "°"e°DAy--wwr
Of
006o2570C1Ara4r.
Name:Jeff Mazzoni
Title: Chief Financial Officer
Date: 5/16/202 5
ATTE : CITY OF B TON BEACH
0 1111
MAYLEE 'E J- US, MMC, CITY C RK REBECCA SHELTON, MAYOR
Approved as to form: DATE: ratid OW/(90dc—
),Aidi0 4976
SHAWNA LAMB,CITY ATTORNEY
"OF BOY/�T%%
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Page 15 of 36
Docusign Envelope ID:07748F3B-D876-45F5-B73D-894D102C2FAB
Exhibit A
Scope of Work
I. SHARED SITE HEALTH CENTER SERVICES
1.Shared Site Health Center(s)Location(s). Eligible Participants will have access to the national Shared Site Health
Centers on standard business during standard business hours of each Shared Site Health Center as provided at
https://www.careatc.com/clinic-locations at no additional charge.
2.Boynton Beach Shared Site Location Minimum Days and Hours of Operation. CareATC shall provide the
Services at the Boynton Beach Shared Site Location a minimum of 40 hours per week. CareATC reserves the right
to update the hours with reasonable notice to Client
A physician must be scheduled to be on site for 32 of the 40 hours that the facility is open during a week. A nurse
practitioner or physician assistant must be scheduled for 8 hours a week of the remaining 40 hours. Unforeseen
physician PTO shall not count against the 40-hour requirement. CareATC shall provide backfill coverage with a
physician or nurse practitioner during physician scheduled PTO.
3.Services
A Primary Care Services. Primary care to include, but not limited to:
1. Evaluation, testing, and treatment 4 Chronic illness evaluation
for minor illnesses 5 Minor medical procedures within the Health
2 Treatment for minor injuries not Professionals' scope of licensure and abilities (which
may vary depending on staffing at the Shared Site
work-related Health Center) and can be performed at the Shared
3 Annual physical and/or regular Site Health Centers with available equipment.
check-up
B. Occupational Health
1 Physical Exams — pre-employment & 4. Audiometric Testing
annual physicals (including drug 5. Pulmonary Function Testing
screening), Public Safety pre- 6 Respiratory Fit Testing
employment and annual physicals 7. Stress Testing with interpretation
2. Medications and Injections 8. Ultrasounds
3. Laboratory Collections 9. TB testing
If there is a change in market price due to shortages. materials, or other circumstances beyond CareATC's
control,then Client shall be billed the current market price thereafter.
C. Pediatric Services. Eligible Participants 2-years & older(urgent care, with limits regarding immunizations) for:
(i) Routine Primary Care and(ii)School Physicals
D Pharmaceuticals. Provisions of CareATC standard pharmaceuticals to treat common illnesses, including. but
not limited to:
1. Infections 6. Gastro esophageal/reflux disease
2. Hypertension 7. Asthma
3. Hyperlipidemia 8 Chronic lung disease
4_ Diabetes 9 Allergies(oral for non-life threatening)
5. Infectious Disease(including antibiotics)
E Lab Work. Necessary standard laboratory work to provide the Services.
F Virtual Care Access. Eligible Participants will have access to providers that will provide 24 hours per day.7 days
per week care over the telephone, Internet, or any other telecommunication device or network.
G. Registered Dietitian/Health Coach
1. The Registered Dietitian/Health Coach shall provide nutritional and health coaching services focused on
chronic conditions and lifestyle management to Eligible Participants.
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Docusign Envelope ID:07748F3B-D876-45F5-B73D-894D102C2FAB
2. The Registered Dietitian/Health Coach Services shall be delivered virtually.
H Mental Health Services
1 Mental Health Professional(s) shall provide Mental and Behavioral Health Services to Eligible
Participants.
2. The Mental Health Services shall be delivered at the Shared Stie Health Center and virtually.
I. Physical Therapy and Musculoskeletal Care
1 Licensed physical therapists shall provide integrated chronic disease management and activity
prescriptions to address the physiological impact of musculoskeletal conditions.
2. The Physical Therapy Services shall be delivered at the Shared Stie Health Center and virtually
J. Care Coordination.
1. The Registered Nurse Care Coordinator shall provide Care Coordination Services to include analyzing
high risk patient data. conducting initial outreach. providing clinical education, assessing compliance
with treatment plan, and working to address patient barriers.
2. The RN Care Coordination Services shall be delivered virtually.
K Team-Based Collaborative Care Services.
1. The Collaborative Care Services are a specialized chronic condition management program that delivers
individualized care plans through the integration of multiple clinicians. Patients will be systematically
identified. assessed, and treated based on their unique health status and risk factors.
L Diabetes Management Program
1. Provision of tools to ensure patients are meeting the required milestones to effectively manage diabetes,
as well as getting the education and help that is needed to improve health and wellbeing Services
provided will include:
(i) Medications&supplies through CareATC pharmacy partner as a pass-through cost.
(ii) Education on managing diabetes.
(iii) Patient check-ins that cover medication compliance,blood sugar measurements,coordination
of provider/lab visits as well as foot and eye exam compliance.
2. The Diabetes Management Program shall be delivered at the Shared Stie Health Center and virtually.
II. CAREATC RECOGNIZED HOLIDAYS
New Year's Day ❑ Staffed ® Not Staffed
Memorial Day ❑ Staffed ® Not Staffed
Independence Day ❑ Staffed ® Not Staffed
Labor Day ❑ Staffed ® Not Staffed
Thanksgiving Day ❑ Staffed ® Not Staffed
Day after Thanksgiving ❑ Staffed ® Not Staffed
Christmas Day ❑ Staffed ® Not Staffed
III. ELIGIBLE PARTICIPANTS
Employees ❑All ® Only those on Client Plan Notes.
Spouses ❑All Z Only those on Client Plan Notes:
Dependents(12 and older) ❑All ® Only those on Client Plan Notes:
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Docusign Envelope ID:07748F3B-D876-45F5-B73D-894D 102C2FAB
Dependents(2-12 years old) ❑All ® Only those on Client Plan Notes:
Retirees ❑All ® Only those on Client Plan Notes:
IV. FEES TO PATIENTS FOR SERVICES AT SHARED SITE HEALTH CENTER
Fee Collection. If applicable, CareATC shall collect fees directly from Eligible Participants pursuant to a fee schedule
for the Services provided to CareATC by Client, including participants covered under one of Client's high deductible
health plans for Services other than those classified as"preventive"care.
V. ELECTRONIC MEDICAL RECORDS
® CareATC Electronic Medical ❑ None(Paper Records) ❑ Client Electronic Medical
Records Records
VI. PERSONAL HEALTH ASSESSMENT SERVICES
1.Personal Health Assessment Service Location(s). Eligible Participants will have access to the national Shared
Site Health Centers on standard business during standard business hours of each Shared Site Health Center as
provided at httbs://www.careatc.com/clinic-locations.
2.Personal Health Assessments ("PHA"). CareATC will provide Eligible Participants who participate in the PHA
program with an individual PHA report and access to electronic individual reports via the CareATC mobile app and
secure internet Client portal. These individual PHA reports will not be available to Client unless the Eligible Participant
completes and signs a HIPAA authorization authorizing CareATC to release the report(s) to Client. However,
aggregated de-identified data that is HIPAA-compliant shall be provided to Client upon request.
A Once per year for each Eligible Participant over the age of eighteen (18). Includes
1. Blood draws and data collection by qualified and licensed Healthcare Professional
2 Standard laboratory work
3. Individual reports for each participant accessible via the CareATC mobile app and secure
Internet Client portal
4. De-identified aggregate reports to Client.
3 PHA Follow Up. Follow-up for specified categories based upon risk factors indicated by lab values.
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Docusign Envelope ID:07748F3B-D876-45F5-B73D-894D102C2FAB
Exhibit B
Shared Site Fees & Costs
Employee Access
Primary Care with Collaborative Care
Ongoing Operating Costs Through September October 1,2025— October 1,2026—
30,2025 Se•tember 30,2026 Se•tember 30,2027
Per Eligible Employee Per Month $95.50 Per Paragraph 3(b) Per Paragraph 3(b)
(PEPM)
Minimum Eligible Employee Count 853 Per Paragraph 3(b) Per Paragraph 3(b)
Estimated Monthly Fee $81,461.50 Per Paragraph 3(b) Per Paragraph 3(b)
Estimated Annual Fee $977,538.00 Per Para•ra•h 3(b) Per Para•ra•h 3 b
Diabetes Management Program for Employees,Spouses,and Dependents
Ongoing Operating Costs Through September October 1, 2025— October 1, 2026—
30,2025 Se•tember 30,2026 Se•tember 30,2027
Per Eligible Member Per Month $3.00 Per Paragraph 3(b) Per Paragraph 3(b)
(PMPM)
Minimum Eligible Member Count 1,286 Per Paragraph 3(b) Per Paragraph 3(b)
Estimated Monthly Fee $3,858.00 Per Paragraph 3(b) Per Paragraph 3(b)
Estimated Annual Fee $46,296.00 Per Paragraph 3(b) Per Paragraph 3(b)
1.Eligibility File. The Per Employee Per Month (PEPM) and Per Eligible Member Per Month Rate(PMPM) rate will
be based on a monthly eligibility file provided by Client to CareATC; therefore, monthly cost will fluctuate if the
employee count surpasses the listed minimum number of eligible employees.
Spouse and Dependent Access
Prima Care with Collaborative Care _
Ongoing Operating Costs Through September October 1. 2025— October 1, 2026—
30,2025 Se•tember 30,2026 Se•tember 30,2027
Number of Engaged Per Engaged Member Per Month(PEMPM)
60 or fewer $45.00 Per Paragraph 3(b) Per Paragraph 3(b)
61-120 $61.83 Per Paragraph 3(b) Per Paragraph 3(b)
121-180 $78.67 Per Paragraph 3(b) Per Paragraph 3(b)
180+ $95 50 Per Paragraph 3(b) Per Paragraph 3(b)
*the minimum number of billable engaged spouses and dependents is 55.
2.Spouse and Dependent access.
A Client will pay a Per Engaged Member Per Month (PEMPM) fee for spouses and dependents as outlined in
the tiered pricing table above. This fee is calculated monthly by multiplying the number of engaged spouses
and dependents in the previous month (with a minimum of 55) by the appropriate PEMPM fee in the table
a. Once the Client's spouse and dependent participation reaches a higher tier,the PEMPM rate will remain
at that tier. The rate will not decrease even if the number of engaged members falls below the threshold
for that tier.
B. Engagement definition: Client spouses and dependents are considered engaged if they have at least one visit
or have participated in at least one Personal Health Assessment. Engagement begins with the day of the first
visit or Personal Health Assessment and continues for a rolling period of 18 months from that date.
a. Visits include any health and wellness encounter performed by CareATC medical staff and documented
in the CareATC eMR. This includes provider visits, nurse visits, health coaching services, mental health
visits, physical therapy, RN care coordination, flu shots, allergy injections. lab draws,etc., either virtual or
in-person
C. If any of the Client Requirements listed in Exhibit F are unmet, then the highest tier listed in the table above
would be applicable for the entire time period in which the condition is unmet.
3.The fees cover the following:
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Docusign Envelope ID:07748F3B-D876-45F5-B73D-894D 102C2FAB
A Access to the Shared-Site Health Center Locations listed in Exhibit A by all of Clients Eligible Participants.
B. Labor
a. Salaries, wages, and benefits for health professionals working at each Health Center. which currently
includes a physician at the East Boynton Beach health center
C. Temporary coverage during Health Center staff paid time off
a Temporary coverage for the physician at the East Boynton Beach health center may be provided by
physician, nurse practitioner. or physician assistant as available. When available and appropriate.
CareATC may utilize virtual backfill options within our telemedicine network for coverage,whereby Health
Center can continue to be considered open and operational as normal
D. Dues/subscriptions/memberships
E. Training/continuing education
F Recruiting
G. General and professional liability insurance
H. Technology
1. Electronic Medical Record (EMR) Software
2. EMR Hardware(all hardware purchases, maintenance of hardware and replacement of hardware items
necessary to provide the EMR solution but excludes consumables).
3. Patient survey.
4 Standard quarterly stewardship reporting.
5 If Client requests:
(i) Inbound Feeds
1. Standard fees include.
a. Four(4)inbound data feed set-ups
b. Four(4)inbound data transfers to capture historical data
c. monthly inbound data transfers for those four feeds
2. Additional fees
a. One-time$2,000(per request)
i. If we need to re-establish a feed due to Client changing providers
ii. Additional feeds
3 Per transfer$200
a. For each transmission of the additional feeds
b. For any feed(original four(4). or added on)received more frequently than
monthly
(ii) Outbound Feeds
1. Standard fees include:
a One(1)outbound data feed set-up
b. One monthly outbound data transfer
2. Additional fees
a. One-time$5,000(per request)
i. If we need to re-establish a feed due to Client changing recipient. content, or
format
ii. Additional feeds
3. Per transfer$500
a. For each transmission of the additional feeds
b. For any feed (original one (1). or added on)sent more frequently than monthly
(iii) Ad Hoc requests
1. Billed at$250/hour
I. Health Center facilities&occupancy costs
J. General&Administrative
a. Account management team
b. Standard marketing plan
i. Including electronic direct marketing materials for eligible participants. health education
library, and wetness newsletters.
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Docusign Envelope ID:07748F3B-D876-45F5-B73D-894D102C2FAB
ii Any non-standard customization and/or design work to be billed on a time & materials �I
basis according to the CareATC marketing customization policy in place at the time of the
request. Such policy can be produced upon request. Any such fees must approved by
Client in advance in writing.
c. Regulatory compliance
d. Clinical oversight and quality assurance
Any scope or volume changes requested at any time shall require updated Fees by executed amendment
to this Agreement.
4.All other fees will be passed through as incurred.
A. Client may opt in to influenza and/or COVID vaccination services on an annual basis via a pre-order process.
Pricing for such vaccinations subject to change annually based on serum type and availability. The parties
shall mutually agree to any mass influenza and/or COVID vaccination event(s) and the associated staffing
fees. associated costs. and required minimums in advance. in writing
B. Any variable fees related to Services that can be directly attributed to Client will be passed through as incurred
without markup (including but not limited to labs. medications (mail order. in-center. injections. over the
counter), immunizations other than influenza or COVID, travel requested by Client, physical marketing
materials, pharmacy supplies. medical supplies, office supplies).
a Any equipment. furniture, supplies. and/or third-party services procured and managed by CareATC that
are related to the provision of occupational health services will be passed through as incurred.
C Any variable fees not attributable to a particular Client of the Shared Site Health Center would be passed
through on a proportional basis based on each Client's monthly visit volume (including but not limited to
medical supplies, office supplies. printing. postage, equipment calibration and maintenance, biohazard
disposal).
5.HDHP Fee Collection CareATC shall invoice to the Client a monthly HSA collection fee of$75.00. In addition.All
collected fees shall be offset against amounts invoiced to Client by CareATC pursuant to the fee schedule in Exhibit
B to this Shared Site Agreement,such offset to occur in the invoice in the month immediately following the collection
of such fees, less a collection and administration fee equal to five percent(5%). which includes amounts charged
to CareATC by its payment processor in connection with such collections for such month.
II. COLLABORATIVE CARE SERVICES RETAINER
Retainer Shared Site Health Center Collaborative Care
Collaborative Care Role Maximum Hours Per Week
Physical Therapy Up to 20
Mental Health Professional Up to 20
Registered Dietitian/Health Coach Up to 4
Registered Nurse Care Coordination Up to 16
*lithe Services performed exceed the established capacity at the agreed retainer rate above over three(3)consecutive
months, then the Parties shall review utilization and increase the hours available and associated fees. Any increase
shall be resolved to amendment executed by the Parties
III. PERSONAL HEALTH ASSESSMENTS
171=3116•11000w 15,110111.111
PHA Performed $45.00
LabCorp or Quest Utilized by Client employee to have PHA Pass Through
performed
Attestation—the cost associated with external lab work provided by Pass Through
Eligible Participants
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Docusign Envelope ID:07748F3B-D876-45F5-B73D-894D102C2FAB
Additional Tests(if applicable) Pass Through
PHA Mass Screening Services Fee
Travel Fees
(car rental, baggage fees, hotel, per diem (IRS rates)per PHA Pass Through
team member, gas, parking, tolls, mileage(IRS rates))
The parties shall mutually agree to any mass PHA screening event(s)and the associated staffing fees,
associated costs, and required minimums. Such additional service shall only be performed after the Parties
have executed an amendment(staffing rates apply to all staff supporting events, regardless of location)
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Docusign Envelope ID:07748F3B-D876-45F5-B73D-894D102C2FAB
Exhibit C
Minimum Criteria For Facilities
1.The Shared Site Health Center operated by CareATC will meet the Accreditation Association for Ambulatory Health
Care(AAAHC)standards. These standards include.at a minimum,the following physical specifications for a Shared
Site Health Center operated by CareATC as provided below
A. Facility is Americans with Disabilities Act (ADA) compliant with valid Certificate of Occupancy (or equivalent)
from Authority Having Jurisdiction.
B. Non-smoking.
C. Weapon free except in the case the patient is required to carry a weapon as part of their job in which case
weapons may be stored in a locked storage in the exam room during the full-time patient is being treated.
D. Occupational Safety and Health Administration (OSHA)and Medical Facilities Standards: Comply with federal
regulations and state standards.
E. Facility is constructed to ensure patient privacy during examinations, interviews. treatments, and consultations.
Examples include, but are not limited to, noise control, blinds or privacy film on windows, etc.
F. Floor coverings: non-porous flooring that can be disinfected and cleaned daily for all exam, lab, and working
portions of the Shared Site Health Center Vinyl Composition Tile(VCT)tiling is recommended.
G. Walls: Full height. opaque, with semi-gloss paint or similar covering that may be readily wiped down without
removing color.
H. Ventilation: The ventilation system will be separate from any smoking or industrial ventilation.
I. Access: Such that the Shared Site Health Center may be locked securely and separately from the main facility.
J. The following preferred size and design minimum criteria:
1. Overall Size:Approximately 2,000 square feet for Primary Care services:additional services may require
larger space.
2. Examination/Treatment Rooms: Each room will have two (2) electrical outlets. nearby hot and cold
running water, Internet and phone cabling, and a secure locked storage cabinet reasonably approved
by CareATC
3 Health Professional Office: one(1), minimum one-hundred (100)square feet.
4 Reception: one-hundred forty (140) square feet. Clear protective shield installed between staff and
patients.
5. Storage. forty(40)square feet of general storage and supply storage, with shelves
6. Rest Rooms.two(2)unisex, internal in the Shared Site Health Center space. One for staff&one testing
bathroom, adjacent the laboratory including a water shutoff valving for drug testing.
7 Marked and Reserved Parking for Health Professionals and Patients.
8. Laboratory:Will have two(2)electrical outlets. hot and cold running water, and secure locked cabinetry,
reasonably approved by CareATC. Lab to be equipped with an eyewash station and anti-scalding valve.
9. All counterspace has a non-porous surface that can be cleaned routinely.
10 Dispensary: approximately one-hundred (100)) square feet, keyed separately. storage
bins/racks/shelves, wipeable counterspace, with undercounter medical grade refrigerator, solid ceiling,
alarmed (camera may be required). retractable/roll-up serving counter(if applicable).
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Docusign Envelope ID:07748F3B-D876-45F5-B73D-894D102C2FAB
Exhibit D
Insurance
1.CareATC Insurance Requirements
A Insurance Coverages. CareATC will obtain and maintain the following coverages at all times during the Term
of this Shared Site Agreement:
1. Commercial General Liability — $1,000,000.00 per occurrence and $3,000,000.00 in aggregate of
Comprehensive General Liability,including independent contractors,contractual liability.and broad-form
property damage endorsements. naming Client as additional insured
2. Professional Liability — $1,000,000.00 per occurrence and $3.000,000.00 in the aggregate with an
insurance company on behalf of CareATC. all Shared Site Health Centers, and all Health Professionals
employed or engaged to provide Services
3. Worker Compensation — As required by applicable statutes. Employers' Liability requirements of
$1.000.000 each accident, $1,000.000 disease aggregate, $1,000.000 disease each employee.
4. Cyber Liability —$5,000.000 policy aggregate limit for all damages. claims expenses, penalties and
PCI fines. expenses, and costs.
5. Automobile, Non-Owned Automobile and Hired Auto Liability—$1.000,000.00.
6 Commercial Property—Replacement value of property owned by CareATC maintained at Shared Site
Health Center.
7. Umbrella — $10,000.000 to provide excess limits when the limits of the underlying policies (Section
1(A)(1), Section 1(A)(3)& Section 1(A)(5))are exhausted by payment of claims.
8. Employee Dishonesty/Crime Coverage—$500,000, $500,000 Employee Theft.
B. Each policy shall name the Client as an additional insured as allowed by insurance carriers
C. Upon request. CareATC shall provide to Client Certificates of insurance required herein, within thirty(30)days
of such request. All insurance coverage shall be written with Insurance Companies authorized to do business in
the State of Florida, and rated no less than A-, VII in the latest A.M. Best rating guide.
D CareATC will provide Client with at least thirty(30)days written notice before the change, cancellation or non-
renewal of any insurance coverage contemplated by this Shared Site Agreement.
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Docusign Envelope ID:07748F3B-D876-45F5-B73D-894D102C2FAB
Exhibit E
BUSINESS ASSOCIATE AGREEMENT WITH THE CITY OF BOYNTON BEACH, FLORIDA
This Business Associate Agreement("BAA")is between CareATC, Inc. ("Business Associate")and the City of Boynton
Beach, Florida(-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 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:
ARTICLE 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 written, executed Shared-Site Service Agreement between City and the
Business Associate. that involves the use or disclosure of PHI and that is identified on the signature page
below and to which this document is an exhibit.
1.5 When the term "PHI" is used in this BAA, it includes electronic Protected Health Information (also known
as"EPHI").
ARTICLE 2. Effective Dates
This BAA shall become effective on the earliest of the following ("Effective Date"): (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
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ARTICLE 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.
ARTICLE 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: (n)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 related 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
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
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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 comply with 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 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's HIPAA Privacy Official at (954) 357-6500 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" refers 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
is 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
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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.
a. Notification will be by first-class mail, or by electronic mail if the individual has specified
notice by electronic mail.
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.
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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.
Available Books and Records
4.23 Business Associate shall make its internal practices and books, related to the Master Agreement or this
BAA, including all policies and procedures required by HIPAA Laws, available to the City's contract
administrator 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.
ARTICLE 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 limitations 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 to 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.
ARTICLE 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's HIPAA Privacy Official shall report the
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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.
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 expiration or termination of this BAA.
ARTICLE 7. Miscellaneous
7.1 Amendment City and Business Associate shall cooperate to take any action 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 of the Master Agreement are expressly incorporated
herein.
The remainder of this page is intentionally blank.
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BUSINESS ASSOCIATE AGREEMENT WITH THE CITY OF BOYNTON BEACH, FLORIDA
IN WITNESS HEREOF, the Parties have made and executed this Business Associate Agreement: City of Boynton
Beach, through its Board of City Commissioners, signing by its Mayor, authorized to execute same; and Business
Associate, signing by and through its duly authorized representative.
Master Agreement: Shared Site Service Agreement Effective February 1, 2025
CITY OF BOYNTON BEACH
City of Boynton Beach. by and through its
Mayor
By:
Rebecca Shelton, Mayor
day of . 2025
Attest.
By
City Clerk
Approved as to form by City
Attorney's Office
By
BUSINESS ASSOCIATE
CareATC, Inc.
Signature
Print Name:
Title:
Date:
Business Associate Contact information:
Contact person:
Address:
Telephone
E-mail:
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Exhibit F
Performance Guarantees
CareATC agrees to place certain fees at risk, subject to the terms and performance criteria set forth in this Agreement
(together, the"Performance Guarantees")
Fees at Risk:
CareATC will place up to seventy thousand dollars($70,000)at risk("Fees at Risk'),divided into seven(7)Performance
Guarantee categories. Each identified Performance category will account for its specified amount of the fee at risk
Fees at Risk will be prorated based on number of months in a given measurement period
Performance Incentive:
Client agrees to pay to CareATC up to fifty thousand dollars ($50,000) ("Performance Incentive"), divided into five (5)
Performance Guarantee categories outlined below if CareATC meets or exceeds the identified goal for such
Performance Incentive Each identified Performance category will account for its specified amount of the Performance
Incentive. CareATC agrees to utilize any Performance Incentive funds received as funds for performance incentives
to Health Professionals.
In the event that CareATC fails to meet the Minimum Performance Goal for any category, the associated
fee amount for that category will be forfeited and credited to the Client (City of Boynton Beach). Fees at
Risk shall be prorated if the applicable measurement period is less than twelve (12) months.
The Performance Incentive payments shall be made only if CareATC meets or exceeds the Performance
Incentive Goal established for that specific category.
Measurement Period:
The measurement will be completed at the end of each year of the Agreement, unless the Performance Guarantee is
tied to claims data, which will require end of health plan year plus 90 days for analysis.
Key Performance Indicators:
Increase compliance with National Screening recommendations
Fee at Risk $10,000
Performance $10,000
Incentive
Achievement at Goal rate or greater of the metrics listed below.
i. Cardiac—Patients over age of 18 will be screened for hypertension.
Definition ii. Diabetes—Patients over 18 years old with obesity will be screened for diabetes
iii. Obesity—Patients over the age of 18 have a Body Mass Index Completed
iv. Depression—Patients over the age of 18 will have a Depression Screen
Minimum Year 1 =40.0%
Performance Goal Year 2 =50.0%
Year 3=60.0%
i. Cardiac=75 0%
Performance ii. Diabetes =90 0%
Incentive Goal iii. Obesity=90.0%
iv. Depression=80.0%
Note 1: Primary Care Participant with the Boynton Beach Shared Site Location shall be defined
as those Eligible Participants who have (A) completed at least one (1) PHA and one follow up
measure AND (B) completed at least two (2) routine primary care (non-acute) visits in the
measurement period
Note 2: For Minimum Performance Goals — Each metric will be evaluated individually and
Notes constitute an equal proportion of the total PG)-a miss on one does not constitute a failed overall
PG
Note 3: Performance Incentive Goals are applicable for all years
Note 4: For Performance Incentive Goals—Metrics will be evaluated collectively and all goals
need to be met to constitute a met Performance Incentive — a miss on one will constitute not
meeting the Performance Incentive Goal.
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Blood Pressure
Fee at Risk $10,000
Performance $10,000
Incentive
Of the Primary Care Participants 18-85 years of age who have a diagnosis of essential
Definition hypertension, a Goal rate or better will have their blood pressure adequately controlled based
on the eighth report of the Joint National Committee treatment goals of less than 140/90.
Goal 60%
Performance 75%
Incentive Goal
Note 1: Primary Care Participant with the Boynton Beach Shared Site Location shall be defined
as those Eligible Participants who have (A) completed at least one (1) PHA and one follow up
measure AND (B) completed at least two (2) routine primary care (non-acute) visits in the
measurement period
Note 2: Baseline is defined as the first reading of the measurement period or reading at time
Notes of diagnosis during the measurement period Measurements taken during non-acute visits will
count towards this metric(i.e. measurements during acute visits are excluded).
Note 3: Baseline restarts at the beginning of each measurement period. The Pass/Fail
measure is the final reading of the measurement period during a non-acute visit
Note 4:The metric will be reported in the aggregate(i.e. of the people with X abnormal value,
Y%of the people had an improvement)__
HbAlc
Fee at Risk $10,000
Performance $10,000
Incentive
Definition Of the Primary Care Participants with abnormal readings of Hgba1C>9.0%,a Goal rate
or better will have improvement toward accepted National Guideline values
Goal 60%
Performance 100%
Incentive Goal
Note 1: Primary Care Participant with the Boynton Beach Shared Site Location shall be
defined as those Eligible Participants who have(A)completed at least one(1)PHA and
one follow up measure AND (B) completed at least two (2) routine primary care (non-
acute)visits in the measurement period
Note 2:Improvement is defined as any movement toward normal range(based on initial
baseline reading performed at beginning of measurement period)
Notes Note 3: Baseline is defined as the first reading of the measurement period.
Measurements taken during non-acute visits will count towards this metric (i.e
measurements during acute visits are excluded).
Note 4: Baseline restarts at the beginning of the measurement year, and patient will be
a part of the Abnormal Cohort as long as their readings are abnormal. The Pass/Fail
measure is the final measure in measurement period.
Note 5: The metric will be reported in the aggregate(i.e. of the people with X abnormal
value, Y%of the people had an improvement)
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Generic Medication
Fee at Risk $10,000
Performance $10,000
Incentive
Definition Medications prescribed for dispensing at the Boynton Beach Shared Site Location will
be generics at or greater than the goal rate
Goal 90%
Performance 1000/0
Incentive Goal
Notes Note 1: Excludes all medications dispensed via mail or non-CareATC dispensary
Account Management—Timeliness of Reporting
Fee at Risk $10,000
Definition CareATC will distribute Client reports detailing Boynton Beach Shared Site Location
utilization on a quarterly basis to reflect the prior quarter reports.
Goal Prior quarter report distributed by end of next quarter(i e. 01 report will be delivered
by end of Q2)
Notes The metric will be reported in the aggregate(i.e.X%of reports were distributed on time,
therefore X%of the goal is met).
Patient Experience
Percent Fee at Risk $10,000
Performance $10,000
Incentive
Definition Patient Net Promotor Score shall meet or exceed the Goal
Goal 70
Performance 90
Incentive Goal
Notes
Appointment Availability
Fee at Risk $10,000
Definition Third Next Available Appointments for Eligible Participants on average will be less than
or equal to the Goal Rate
Goal 2 0 Days
Note 1:Applies to Boynton Beach Shared Site Location operating normal hours Monday
through Friday
Notes
Note 2: If Boynton Beach Shared Site Location utilization meets or exceeds 85%than
this KPI shall be deemed met
Client Requirements:
Performance Guarantees shall no longer apply if any of the following requirements are not met during the Measurement
Period:
1 Client must provide access to the CareATC Health Centers at no cost to the patient(excluding applicable
fees for plan members on High Deductible Health Plan)
2 Client must provide access to the CareATC Health Centers to all covered members—employees, spouses
and dependents
3 Client shall make all reasonable efforts to allow employees to visit the Health Centers during the workday
at times when such visits do not interfere with or adversely impact their job responsibilities.
4. Client agrees to hold educational meetings attended by CareATC personnel detailing the benefits of the
program
5. Client agrees to allow CareATC direct access to communicate with employees and their families and provide
email, home address and phone numbers for all eligible adult participants
6. Client agrees to present CareATC with a minimum of twenty-four(24) opportunities annually for CareATC
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staff to meet with employees to promote Services through various engagement events. Engagement events
may include but shall not be limited to: participation in open enrollment, new hire orientations. employee
engagement events, training events, lunch & learns. annual administrators' meetings, and department
meetings
7. Client agrees to semi-annual analytics and strategy session with CareATC
8. Client agrees to provide ongoing carrier(medical and pharmacy)data feeds sent to CareATC on a monthly
basis
9. Client agrees to a mutually agreeable annual financially driven or plan-based incentive built around annual
engagement of clinic services per participant
10. Client agrees to CareATC direct marketing for annual PHA with provider review
11 Client agrees to establish CareATC as the lowest member cost primary care option
Other Conditions:
Performance Guarantees shall no longer apply if any of the following events occur; provided, however, that in such
case. Performance Guarantees may be re-negotiated and mutually agreed upon by the Parties in a signed writing as
an addendum to the Contract for Services.
1. A material plan design change occurs that CareATC determines, in its reasonable discretion. could have a
material and adverse impact on Clinic's ability to achieve one or more Performance Guarantee objectives.
2 A material change in the composition of Participants invalidates assumptions used by CareATC in
committing to Performance Guarantees. By way of example and not limitation,such material changes would
include a situation where the Participant population becomes materially different in terms of health risks.
history. or social determinants of health.
3. Client fails to provide all Claims Data and Enrollment Data as set forth in the Agreement and/or the Scope
of Work, or Client fails to provide such data in the format as agreed upon by the Parties
4. Client fails to fulfill its duties and obligation in the Agreement,the Scope of Work, or this Agreement.
5. Client does not permit CareATC to undertake direct outreach to Participants through appropriate use of
contact information, including without limitation, by telephone. e-mail, or direct mailings.
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