R22-142 1 RESOLUTION NO. R22-142
2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA, APPROVING
3 AND AUTHORIZING THE CITY MANAGER TO SIGN AN AGREEMENT AND
4 BUSINESS ASSOCIATE AGREEMENT WITH CAREATC OF TULSA, OK TO
5 PROVIDE SERVICES REQUIRED TO MANAGE AN EMPLOYEE HEALTH CARE
6 CLINIC, NOT TO EXCEED $780,000 PER FISCAL YEAR; AND PROVIDING AN
7 EFFECTIVE DATE.
8 WHEREAS, on August 16, 2016, City Commission approved an Agreement with CareATC
9 to administer an employee health center clinic for the City to provide employees and local retirees
10 access to the highest levels of primary, urgent, prescription, and occupational health care; and
11 WHEREAS, the clinic is available to employees, dependents, and retirees that are covered
12 under the City's health insurance plan; and
13 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the
14 recommendation of staff, deems it to be in the best interests of the City residents to approve and
15 authorize the City Manager to sign an Agreement and Business Associate Agreement with
16 CareATC of Tulsa, OK to provide services required to manage an employee health care clinic, not
17 to exceed $780,000 per fiscal year.
18 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
19 BOYNTON BEACH, FLORIDA, THAT:
20 Section 1. Each Whereas clause set forth above is true and correct and incorporated
21 herein by this reference.
22 Section 2. The City Commission of the City of Boynton Beach, Florida does hereby
23 approve and authorize the City Manager to sign an Agreement and Business Associate Agreement
24 with CareATC of Tulsa, OK to provide services required to manage an employee health care clinic,
25 not to exceed $780,000 per fiscal year. A copy of the Agreements are attached hereto and
26 incorporated herein as Exhibits "A" and "B" respectively.
27 Section 3. That this Resolution shall become effective immediately upon passage.
28
S:\CA\RESO\Agreements\Agreement And BAA With Careatc-Reso.Docx
•
29 PASSED AND ADOPTED this 18th day of October, 2022.
30 CITY OF BOYNTON BEACH, FLORIDA
31
32 YES/ NO
33 Mayor—Ty Penserga �/
34
35 Vice Mayor—Angela Cruz
36 ./
37 Commissioner—Woodrow L. Hay V
38 , /
39 Commissioner—Thomas Turkin V /
40 /
41 Commissioner—Aimee Kelley ttv//
42j�
43 VOTE —(/
44 ATT
45 ' .-- �-
46 I. .Ii' _........ 1
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47 Maylee I e - us, MPA, i C Ty '= 2r
48 City Cler Mayor /
49
50 `-OYNT..`�, APPROVED AS TO F M: /
51 (Corporate Seal) ;'O .••�poR• N�,,,
4. •CP ATF•':c 11i / /
52 /
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53 53 I . INCORPORATED. ,
54 •#4 •.. 1920 :: Michael D. Cirullo, Jr.
55 �� City Attorney
1t`! PI-ORION
S:\CA\RESO\Agreements\Agreement And BAA With Careatc-Reso.Docx
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AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND CAREATC, INC.
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and CareATC, Inc a corporation
authorized to do business in the State of Florida, with a business address of 4500 S. 129'h E 48'h Place,
Tulsa,OK 74134, hereinafter referred to as the"PROFESSIONAL". In consideration of the mutual benefits,
terms, and conditions hereinafter specified the Parties agree as set forth below.
1. PROJECT DESIGNATION. The PROFESSIONAL is retained by the City to administer an employee
health center clinic for the City to provide employees and local retirees access to the highest
levels of primary, urgent, prescription, and occupational health care.
2. SCOPE OF SERVICES. PROFESSIONAL agrees to perform the services required to manage an
employee health care clinic.
3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving of written
notice by the CITY to the PROFESSIONAL to proceed. PROFESSIONAL shall perform all services
required pursuant to this Agreement.
4. TERM.The initial Agreement period shall be for an initial term of five(5)years,commencing on August
1, 2022 and shall remain in effect through July 31, 2027. The CITY reserves the right to renew the
agreement for one(1)five-year renewals subject to Professional acceptance,satisfactory performance
as determined by the CITY, and determination by the CITY that renewal will be in the best interest of
the CITY.
5. PAYMENT. The PROFESSIONAL shall be paid by the CITY for completed work and for services
rendered in accordance with the Proposal for Shared-Site Health Center(Exhibit"A") attached to this
Agreement:
A. Payment for the work provided by PROFESSIONAL shall be made promptly on all invoices
submitted to the CITY properly, provided that the total amount of payment to PROFESSIONAL
shall not exceed the total contract price without express written modification of the Agreement
signed by the CITY Manager or designee.
B. The PROFESSIONAL may submit invoices to the CITY once per month during the progress of the
work for partial payment. Such invoices will be checked by the CITY, and upon approval thereof,
payment will be made to the PROFESSIONAL in the amount approved.
C. Final payment of any balance due the PROFESSIONAL of the total contract price earned will be
made promptly upon its ascertainment and verification by the CITY after the completion of the
work under this Agreement and its acceptance by the CITY.
D. Payment as provided in this section by the CITY shall be full compensation for work performed,
services rendered, and for all materials, supplies, equipment and incidentals necessary to
complete the work.
E. The PROFESSIONAL's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the CITY and State for a period of five(5)years after
the termination of the Agreement. Copies shall be made available upon request.
(00464442.1 306.90018211 1
F. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part
VII, Chapter 218, Florida Statutes.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the PROFESSIONAL in connection with the services rendered under this
agreement shall be the property of the CITY whether the project for which they are made is executed
or not. The PROFESSIONAL shall be permitted to retain copies, including reproducible copies, of
drawings and specifications for information, reference and use in connection with PROFESSIONAL's
endeavors.
7. COMPLIANCE WITH LAWS. PROFESSIONAL shall,in performing the services contemplated by this
Agreement,faithfully observe and comply with all federal,state of Florida and CITY of Boynton Beach,
ordinances and regulations that are applicable to the services to be rendered under this agreement.
8. INDEMNIFICATION.
A. The PROFESSIONAL shall indemnify and hold harmless the CITY, its officers,employees, agents
and instrumentalities from any and all liability, losses or damages, including attorneys' fees and
costs of defense, which the CITY or its officers, employees, agents or instrumentalities may incur
as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature
arising out of, relating to and resulting from the performance of this Agreement by the
PROFESSIONAL, its employees, agents, partners, principals or subcontractors. The
PROFESSIONAL shall pay all claims and losses in connection therewith and shall investigate and
defend all claims, suits or actions of any kind or nature in the name of the CITY, where applicable,
including appellate proceedings, and shall pay all costs, judgments, and attorneys' fees which
may issue thereon. Neither party to this Agreement shall be liable to any third party claiming
directly or through the other respective party,for any special, incidental, indirect, or consequential
damages of any kind, including but not limited to lost profits or use that may result from this
Agreement or out of the services or goods furnished hereunder.
B. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities
under the common law or§768.28, Fla. Stat., as may be amended from time to time.
9. INSURANCE
A. During the performance of the services under this Agreement, PROFESSIONAL shall maintain
the following insurance policies, and provide originals or certified copies of all policies to CITY's
Director of Human Resources and Risk Management. All polices shall be written by an insurance
company authorized to do business in Florida. PROFESSIONAL shall be required to obtain all
applicable insurance coverage, as indicated below, prior to commencing any service pursuant to
this Agreement:
i. Worker's Compensation Insurance: The PROFESSIONAL shall procure and maintain
for the life of this Agreement, Worker's Compensation Insurance covering all employees
with limits meeting all applicable state and federal laws. This coverage shall include
Employer's Liability with limits meeting all applicable state and federal laws. This
coverage must extend to any subcontractor that does not have their own Worker's
Compensation and Employer's Liability Insurance. The policy must contain a waiver of
subrogation in favor of the CITY of Boynton Beach, executed by the insurance company.
ii. Comprehensive General Liability:The PROFESSIONAL shall procure and maintain for
the life of this Agreement, Comprehensive General Liability Insurance. This coverage
shall be on an "Occurrence" basis. Coverage shall include Premises and Operations;
Independent consultants, Products-Completed Operations and Contractual Liability with
specific reference to Article 7, "Indemnification" of this Agreement. This policy shall
(00464442.1306-9001821( 2
provide coverage for death, personal injury, or property damage that could arise directly
or indirectly from the performance of this Agreement. PROFESSIONAL shall maintain a
minimum coverage of$1,000,000 per occurrence and$1,000,000 aggregate for personal
injury/ and $1,000.000 per occurrence/aggregate for property damage. The general
liability insurance shall include the CITY as an additional insured and shall include a
provision prohibiting cancellation of the policy upon thirty (30) days prior written notice to
the CITY.
iii. Business Automobile Liability: The PROFESSIONAL shall procure and maintain, for
the life of this Agreement, Business Automobile Liability Insurance.The PROFESSIONAL
shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and
property damage liability to protect the PROFESSIONAL from claims for damage for
bodily and personal injury, including death, as well as from claims for property damage,
which may arise from the ownership, use of maintenance of owned and non-owned
automobile, included rented automobiles, whether such operations be by the
PROFESSIONAL or by anyone directly or indirectly employed by the PROFESSIONAL.
iv. Professional Liability(Errors and Omissions) Insurance: The PROFESSIONAL shall
procure and maintain for the life of this Agreement in the minimum amount of$1,000,000
per occurrence.
v. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated.
Coverage must be follow form of the General Liability, Auto Liability and Employer's
Liability. This coverage shall be maintained for a period of no less than the later of three
(3) years after the delivery of goods/services or final payment pursuant to the Agreement.
B. PROFESSIONAL shall provide the CITY with all Certificates of Insurance required under this
section prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on
the scope of protection afforded the CITY, its officers,officials,employees or volunteers.A current
valid insurance policy meeting the requirements herein identified shall be maintained during the
duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended,
voided or cancelled by either party, reduced in coverage in limits except after thirty(30) days prior
written notice by either certified mail, return receipt requested, has been given to the CITY.
D. The CITY reserves the right to reasonably require any additional insurance coverage or increased
limits as determined necessary by the Director of Human Resources and Risk Management. The
CITY reserves the right to review, modify, reject, or accept any required policies of insurance,
including limits, coverage, or endorsements throughout the term of the Agreement.
10. INDEPENDENT CONTRACTOR. The PROFESSIONAL and the CITY agree that the
PROFESSIONAL is an independent contractor with respect to the services provided pursuant to this
Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and
employee between the parties hereto. Neither PROFESSIONAL nor any employee of
PROFESSIONAL shall be entitled to any benefits accorded CITY employees by virtue of the services
provided under this Agreement. The CITY shall not be responsible for withholding or otherwise
deducting federal income tax or Social Security or for contributing to the state industrial insurance
program, otherwise assuming the duties of an employer with respect to PROFESSIONAL, or any
employee of PROFESSIONAL.
11. COVENANT AGAINST CONTINGENT FEES. The PROFESSIONAL warrants that he has not
employed or retained any company or person, other than a bona fide employee working solely for the
PROFESSIONAL, to solicit or secure this contract, and that he has not paid or agreed to pay any
company or person,other than a bona fide employee working solely for the PROFESSIONAL any fee,
commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting
from the award or making of this contract. For breach or violation of this warranty,the CITY shall have
[O0464442.1 306-9001821 3
the right to annul this contract without liability or, in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage
fee, gift, or contingent fee.
12. DISCRIMINATION PROHIBITED. The PROFESSIONAL, with regard to the work performed by it
under this agreement,will not discriminate on the grounds of race,color,national origin,religion,creed,
age, sex or the presence of any physical or sensory handicap in the selection and retention of
employees or procurement of materials or supplies.
13. ASSIGNMENT. The PROFESSIONAL shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the CITY.
14. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
15. TERMINATION.
A. Termination for Convenience.This Agreement may be terminated by the CITY for convenience,
upon ninety (90) days of written notice by the terminating party to the other party for such
termination in which event the PROFESSIONAL shall be paid its compensation for services
performed to the termination date, including services reasonably related to termination. In the
event that the PROFESSIONAL abandons the Agreement or causes it to be terminated, the
PROFESSIONAL shall indemnify the CITY against loss pertaining to this termination.
B. Termination for Cause. In addition to all other remedies available to CITY,this Agreement shall
be subject to cancellation by CITY for cause, should PROFESSIONAL neglect or fail to perform
or observe any of the terms, provisions, conditions, or requirements herein contained, if such
neglect or failure shall continue for a period of thirty (30) days after receipt by PROFESSIONAL
of written notice of such neglect or failure.
16. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement,which cannot be resolved through negotiations,shall be submitted to a court of competent
jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law.
17. NOTICES. Notices to the CITY shall be sent to the following address:
Daniel Dugger, City Manager
City of Boynton Beach
100 E. Ocean Avenue
Boynton Beach, FL 33435
Notices to PROFESSIONAL shall be sent to the following address:
Paul Keeling, Chief Business Development Office
CareATC, Inc.
4500 S 1291h E 481h Place
Tulsa, OK 74134
pkeelinq@careatc.com
18. INTEGRATED AGREEMENT. This agreement, together with attachments or addenda, represents
the entire and integrated agreement between the CITY and the PROFESSIONAL and supersedes all
prior negotiations, representations, or agreements written or oral. This agreement may be amended
only by written instrument signed by both CITY and PROFESSIONAL.
19. PUBLIC RECORDS. Sealed documents received by the CITY in response to an invitation are exempt
from public records disclosure until thirty (30) days after the opening of the Bid unless the CITY
announces intent to award sooner, in accordance with Florida Statutes 119.07. The CITY is public
(00464442.1 306-9001821) 4
agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public
Records Law. Specifically,the PROFESSIONAL shall:
A. Keep and maintain public records required by the CITY to perform the service;
B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by
law;
C. Ensure that public records that are exempt or that are confidential and exempt from public record
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and, following completion of the contract, PROFESSIONAL shall destroy all copies
of such confidential and exempt records remaining in its possession once the PROFESSIONAL
transfers the records in its possession to the CITY; and
D. Upon completion of the contract, PROFESSIONAL shall transfer to the CITY, at no cost to the
CITY, all public records in PROFESSIONAL's possession All records stored electronically by
PROFESSIONAL must be provided to the CITY, upon request from the CITY's custodian of public
records, in a format that is compatible with the information technology systems of the CITY.
IF THE PROFESSIONAL HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE
PROFESSIONAL'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS:
CITY CLERK'S OFFICE
100 E. OCEAN AVE.
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CITYCLERK@BBFL.US
20. SCRUTINIZED COMPANIES. By execution of this Agreement, PROFESSIONAL certifies that
PROFESSIONAL is not participating in a boycott of Israel. PROFESSIONAL further certifies that
PROFESSIONAL is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized
Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the
Iran Petroleum Energy Sector List, or has PROFESSIONAL been engaged in business operations in
Syria. Subject to limited exceptions provided in state law, the CITY will not contract for the provision
of goods or services with any scrutinized company referred to above. Submitting a false certification
shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to
PROFESSIONAL of the CITY's determination concerning the false certification. PROFESSIONAL
shall have five (5) days from receipt of notice to refute the false certification allegation. If such false
certification is discovered during the active contract term, PROFESSIONAL shall have ninety (90)
days following receipt of the notice to respond in writing and demonstrate that the determination of
false certification was made in error. If PROFESSIONAL does not demonstrate that the CITY's
determination of false certification was made in error then the CITY shall have the right to terminate
the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from
time to time.
21. E-VERIFY. PROFESSIONAL certifies that it is aware of and complies with the requirements of
Section 448.095, Florida Statues, as may be amended from time to time and briefly described herein
below.
A. Definitions for this Section:
(00464442.1 306-90013211 5
i. "Contractor"means a person or entity that has entered or is attempting to enter into a contract
with a public employer to provide labor, supplies, or services to such employer in exchange
for salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a
Professional or consultant.
ii. "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.
iii. "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.
B. Registration Requirement; Termination. Pursuant to Section 448.095, Florida Statutes, effective
January 1,2021, Contractors, shall register with and use the E-verify system in order to verify the
work authorization status of all newly hired employees. Contractor shall 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 a Contractor to perform employment duties within Florida during the
term of the contract;
ii. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor
to perform work pursuant to the contract with the CITY of Boynton Beach. The Contractor
acknowledges and agrees that registration and use of the U.S. Department of Homeland
Security's E-Verify System during the term of the contract is a condition of the contract with
the CITY of Boynton Beach; and
iii. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment
Eligibility," as amended from time to time. This includes, but is not limited to registration and
utilization of the E-Verify System to verify the work authorization status of all newly hired
employees. Contractor shall also require all subcontractors to provide an affidavit attesting
that the subcontractor does not employ, contract with, or subcontract with, an unauthorized
alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract.
Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly
violates the statute, the subcontract must be terminated immediately. Any challenge to
termination under this provision must be filed in the Circuit Court no later than twenty (20)
calendar days after the date of termination. Termination of this Contract under this Section is
not a breach of contract and may not be considered as such. If this contract is terminated for
a violation of the statute by the Contractor, the Contractor may not be awarded a public
contract for a period of one (1) year after the date of termination.
THE REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK
04764442.1 306-9001821) 6
IN WITNESS OF THE FOREGOING,the Parties have set their hands and seals the day and year
written below.
DATED this l( day of 007-09 t=dL , 2022.
CITY OF BOYNTON BEACH CareA ,I
Daniel Digger ity Managr�� (Sign ure ,Auth '' jed Official
249,I
Printed Name of/Authorized Official
Attest/Authenticated: C. r te , C 4 L ,'fl
Title
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Approved as to Form: Attest/Authenticated:
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Michael D. CirWllo,Jr Witness
Office of the City Attor Ar
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Exhibit
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)00464442.1 306.9001821) 8
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CareATT
MARCH 15, 2021
PROPOSAL
FOR
SHARED-SITE
HEALTH
CENTERS
Prepared for:
City of Ioynton 3each, Florida
GREG BELLOMY
CHIEF EXECUTIVE OFFICER
GREGBELLOMY@CAREATC.COM
561.702.4339
W W W.CAREATC.COM
OVERVIEW
CareATC is a national integrated health solutions company that enables employers to reduce healthcare costs
by improving the health of their workforce. Since 2000, CareATC's comprehensive healthcare solution has
driven engagement, improved health outcomes, lowered healthcare costs, and provided a transparent vision of
the total cost of care.
CareATC is proposing that the City of Boynton Beach convert its dedicated on-site health
center to the rareATC shared-Site network in Sot ithpact Flnrir We would build out two new
shared-site health centers in Boynton Beach that would be available not only to Boynton Beach employees but
also to all CareATC clients in Southeast Florida, which would include NextEra Energy, Palm Beach County
School District, Miami-Dade County School District, and potentially others. In addition to these two health
centers, Boynton Beach beneficiaries will have access to the additional shared-site health centers that will be
developed with the partners referenced above. The goal is to expand access through a combination of
additional shared-site locations and the addition of Virtual Primary Care services.
f • Health Center Hours:These shared-site health centers will be
eechobee- ' open 5 days a week, 8 am to 5 pm EST.
Group
telart
ad Ridge 3 • Musculoskeletal Services:Employees will be proactively
ke Okee obee •: identified by CareATC physician or therapist through an MSK
•
India ntown screening and standardized triage process virtually or in-clinic
Group
and categorized as Low, Medium, or High-Risk for MSK spend
and/or disability and triaged as indicated. See page 3 for more
Group9G 7p
7 details.
13
Grog
`up° v'.l"!d� eaCi
Group • Patient Advocacy Services(virtual): The patient advocate is
Met J B�
Belle Gude J a dedicated Licensed Clinical Social Worker who helps patients
G � °rtl, navigate the healthcare system. They will work in tandem with the
7�i client to identify key vendors, resources, etc. to ensure members
Boynvin Bear are maximizing current utilization within the company benefit
G roap J offerings and community resources. See pages 3&4 for more
details.
—8oca•.Saton
P • Occupational Health Services:Our occupational health
s•rvation Cor 4 1 specialists will work with you to bring cost savings through
CIDi ;,N, providing on-site, work-related healthcare services and promoting
G1;9Mt La erdale employee safety. See page 6 for more details.
G%y2 l • Virtual Primary Care. We are proposing this addition at no
Group i Irpowei' Beach additional cost to expand access for members who do not have
2 J J easy access or to cover times during which the health center is
not available. Virtual Primary Care during business hours would
J be through a CareATC provider that is affiliated with the Boynton
J J Mja� Beach health centers. See page 5 for more details.
Kendale Lakes
J J *MO • /!fte r-Hnurc TpIrhpf-lth pr\rir c Available through CareATC
Group 11
' at no additional cost. This service integrates with the CareATC
EMR. See page 5 for more details.
*These additional shared-site locations will be built out over the next 2-3 years.
Proprietary and Confidential • City of Boynton Beach Proposal for Shared-Site Health Centers 2
POPULATION HEALTH PROGRAM
OVERVIEW
MUSCULOSKELETAL
• Employees will be proactively identified by CareATC physician or therapist through an MSK screening
and standardized triage process virtually or in-clinic and categorized as Low, Medium, or High-Risk for
MSK spend and/or disability and triaged as indicated.
• Employees will be managed by primary care at regular return visits as part of the care continuum and
management per MSK episode of care and will not be asked to submit copays for such follow up visits
for increased compliance, access, and reduction of overall MSK spend.
• Clinical outcomes will be regularly monitored and reported related to number of visits, cost avoidance of
specialty care, ED visits, radiology referrals, and opioid use.
MSK Services are supported by the following capabilities:
• Monthly MSK in-services:
Town Halls
Provider Education
5 minute work injury prevention exercises
• Virtual Therapy Services:60%of therapy services may be delivered remotely
Expands geographic reach
Increases access to therapist and care coordination
Allows for greater visibility for home program compliance and tracking
Home and worksite ergonomic evaluations
Real-time tracking of progress and outcomes
• In-clinic therapy services are reserved for those patients at highest risk of spend or disability, acute
injury, or post-operative care requiring:
manual therapy
modalities to expedite healing
a greater touchpoint in care
• All MSK services improve engagement and allow for efficient and cost-effective staffing.
HEALTH COACHING&PATIENT ADVOCACY
Cnachinq
Coaching participants are identified by CareATC's PHA risk stratification, provider encounter assessment
resulting in a referral, and claims data analysis. Risks include: Diabetes, Cardiovascular Disease, Obesity, and
Hypertension.
Length of enrollment is dependent upon progress and goals. Typically, participant begin in the Active Phase,
with visits every 2-3 weeks. Once participants begin meeting their goals and build confidence (after.-3-4
months), they move to the Maintenance Phase with visits every 2-3 months for about 6-9 months. Once they
have shown a reduction in risk and are on a regimented nutrition program on their own, they graduate out of the
program.
Proprietary and Confidential • City of Boynton Beach Proposal for Shared-Site Health Centers 3
The health coach is responsible for managing chronic conditions in collaboration with primary care services to
facilitate improved health outcomes.
CareATC's health coaches are managed by our CareATC Manager of Health Education, who conducts chart
reviews on a regular basis and reviews education curriculum. Nutrition education curriculum consists of
handouts, webinars, cooking demos, recipes, monthly general group education, or longer term targeted group
education programs (i.e. Diabetes Management, Healthy Weight Program, etc.).
Advocacy
Another facet critical to engagement and population health outcomes and success is patient advocacy. The
patient advocate is a dedicated Licensed Clinical Social Worker who helps patients navigate the challenging
healthcare system. This person will work in tandem with the client to identify key vendors, resources, etc. to
ensure members are maximizing current utilization within the company benefit offerings and community
resources. Patient advocates are the most visible members of the clinical team, answering client questions,
making a complex system more understandable, and providing a dedicated partner for the patient's healthcare
journey.
Role and responsibilities of the patient advocate:
• Engagement
• Patient Outreach
• Benefit& Resource Navigation
• Community Resources
• Behavioral & Mental Health Support
Patient advocates collaborate with physicians to systemically identify high-risk patients in need, serve as their
patients'advocate and care navigator, proactively connect patients to high-quality and cost-effective resources,
and bridge communication gaps between resources.
Proprietary and Confidential • City of Boynton Beach Proposal for Shared-Site Health Centers 4
•
VIRTUAL CARE OPTIONS
VIRTUAL PRIMARY CARE
CareATC offers primary care services via virtual visits during normal business hours to supplement health
center access. This solution is included in our pricing at no additional cost. Wait time for our virtual care solution
is less than 30 minutes, unlike competitors, whose patients are waiting more than 4 hours. If they are unable to
get an appointment during their preferred time at a physical health center, patients can make appointments with
a Boynton Beach-affiliated CareATC physician via phone or video. During the visit, all information is captured in
our EMR so the follow-up is consistent with no gaps in care. Care beyond acute needs can be offered, including
a full range of primary care -chronic condition management, patient education, health prevention, disease
prevention, etc. Virtual Primary Care visits will include referral services and medications through @home
dispensing programs or ePrescribe.
• Business-hours access to
Boynton Beach CareATC !`
providers 0 y„ 1
tt it A
• Easy-to-use video platform ... ...
• Conveniently located within the o •�" �``'
CareATC mobile app and a ,)
patient portal L® I� -
• Medical record & patient portal •—
integration •_._ .
• Easy setup and on-boarding •--
.r'
AFTER-HOURS TELEHEALTH
CareATC also offers primary care and acute care services via virtual visits to provide care needed after-hours
and when the health centers are closed. This service integrates with the CareATC EMR.
24/7/365 access VEasy-to-use
3 65 to physicians .A. platform
—, v
o
��l!1't��,, Nationwide
70 i Easy set-up and O network of
rL`+fr onboardmg �n board-certified
`vJ physicians
11 q
^, I Medical record&
U • No visit copaysMP I ®& patient portal
fili 1 integration
Proprietary and Confidential • City of Boynton Beach Proposal for Shared-Site Health Centers 5
OCCUPATIONAL HEALTH
CareATC offers occupational health management >I +w
solutions for employers of any size.
With CareATC Occupational Health services,
employers and employees benefit from reduced
lost workdays, increased productivity, and cost r
savings without compromising on quality care. f
Why Occupational Medicine?
Clinicians trained in occupational medicine
diagnose and treat work-related injuries. With _
specialized knowledge of OSHA regulations for
workforce health and safety, providers can make the best treatment plans and perform regulatory examinations
compliant with the Department of Transportation (DOT).
Comprehensive Occupational Health Services
Our occupational health specialists will work in partnership with you to bring significant cost-savings through
providing onsite, work-related healthcare services, promoting employee safety and objectively managing
employees' return-to-work.
Key service areas include (additional costs may apply depending scope of services selected):
Health,Safety,and Well-Being(HSW) programs
c2 We're not just about addressing work-related accidents- we're here to help prevent them. Our team
considers your unique industry and can proactively trains employees how to be safe at work.
CareATC's customized approach makes it easy to keep your employees safe and healthy on the
job.
Occupational Medical Services
Confidently operate knowing that you have qualified clinicians to perform DOT physicals, drug
screens, and other routine medical surveillance examinations. CareATC performs necessary
medical surveillance testing and exams for employees, including new hire/pre-placement exams.
Workers'Compensation Injury Triage Services
CareATC will perform initial assessment of employee injuries and provide any first-aid care needed.
Our providers will have a consultative discussion with the employee about the nature/cause of the
injury/illness. Information specific to when, where and causation of injury will be captured and
documented. Based on the patient assessment, the patient will be triaged for appropriate medical
care.
Proprietary and Confidential • City of Boynton Beach Proposal for Shared-Site Health Centers 6
CONTRACT PROPOSAL
ppnpncpf PRICINI
BASE PEPM RATE $72.50 PEPM
• The total PEPM rate provided above is inclusive of staffing.
• The cost of labs, any dispensed medications, and drug screenings are variables that will be passed
through to Boynton Beach at cost without mark-up.
• Virtual Care services (Virtual Primary Care during normal business hours and Telehealth services for
after hours) would be at no additional charge.
• Current engagement rate is 31%of total eligible members. The targeted engagement rate would be
50% +through increased access and expanded services.
• At 50%engagement and the proposed pricing, that would represent a 25%reduction in cost per
engaged member for healthcare services. Higher utilization would be even more beneficial.
Occupational Health costs reductions would be additive.
• A cost increase may be addressed annually based on the Consumer Price Index for medical care.
• CareATC will add new shared-site health center locations in Southeast Florida with no minimum
commitment from Boynton Beach.
Proprietary and Confidential • City of Boynton Beach Proposal for Shared-Site Health Centers 7
APPENDIX
CAREr?Tr HFA! TH FFNTFP PFSICFN
Our Facilities team follows evidence-based clinical design principles to provide optimal patient experience,
which is tied to an improvement in their perception of care and higher clinical outcomes. We know from
evidence-based design research that color, light, access to nature, and control over one's environment improves
clinical outcomes and promotes a sense of wellbeing. CareATC is the nation's first provider of on-site health
centers to be awarded the Evidence-Based Design Certification.
CareATC will follow your direction regarding facility construction and buildout. If buildout of any type is needed,
our Facilities team is experienced and capable of managing the health center building from design to ongoing
maintenance.This includes location identification, space and CAD drawings based on evidence-based clinical
design practices, and buildout management. This team maintains the health center and performs any necessary
repairs.
Below are examples of how we consider evidence-based clinical design in the different facets of our health
center planning and design.
Supply storage is decentralized so Providers'offices and staffs'
that staff can be more efficient workstations are located to provide
and spend more time with patient , privacy and reduce distractions
and reduce stress
1
Corner sinks are m
positioned in the line-of- „41r d
sight and are spot lit to
send a subliminal �� Exam room
message to wash ripr walls are
hands. built to the
' deck to help
manage
sound and
provide
privacy for
patients
Lobby is �
particularly All exam rooms are setup as
designed to 'same-handed'rooms to reduce
create a errors&stress.
warm,inviting Carpet is installed
atmosphere I throughout all non-
that plumbed areas to
•
encourages help reduce fatigue
less stress for staff.
Proprietary and Confidential - City of Boynton Beach Proposal for Shared-Site Health Centers 8
We have also provided photos below of some of the spaces within our health centers. Each health center is
customized to the specific needs of the client, with some basic design and branding remaining consistent across
our health centers nationwide.
Waiting Rooms & Reception Desks
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Proprietary and Confidential • City of Boynton Beach Proposal for Shared-Site Health Centers 10
Exam & Procedure Rooms
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Proprietary and Confidential • City of Boynton Beach Proposal for Shared-Site Health Centers 11
Other Spaces
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Proprietary and Confidential • City of Boynton Beach Proposal for Shared-Site Health Centers 12
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement("Business Associate Agreement"),retroactively effective February 15,2017("Effective Date"),is entered into by
and between CareATC, Inc., an Oklahoma corporation ("Business Associate"), and City of Boynton Beach, Florida ("Covered Entity").
Business Associate and Covered Entity may be referred to individually as the"Party"and together as the"Parties."
Business Associate and Covered Entity are parties to one or more service agreements("Agreements"),under which Business Associate provides
services and products to Covered Entity as an independent contractor that requires Business Associate to use or disclose protected health information
("PHI"). The Parties are committed to complying with the Health Insurance Portability and Accountability Act of 1996("HIPAA"),the Health
hnfonnation Technology for Economic and Clinical Health Act of 2009("HITECH"),and the regulations promulgated pursuant to HIPAA and HTTECH,
including without limitation the Privacy Rule,Security Rule and Breach Notification Rule,as codified at 45 C.F.R.Parts 160,162 and 164("Regulations").
HIPAA,HITECH and the Regulations are collectively referred to herein as the"HIPAA Laws".This Business Associate Agreement sets forth the terms
and conditions pursuant to which PHI that is provided by,or created,received,maintained,or transmitted by,the Business Associate from or on behalf
of the Covered Entity will be handled between the Business Associate and the Covered Entity and with third parties during the term of the Parties'
existing and future Agreements and after the termination of any of the Agreements. In consideration of their mutual promises set forth below,the
Parties agree as follows:
1. PERMITTED USES AND DISCLOSURES OF PROTECTED HEALTH INFORMATION
1.1 Services. Pursuant to the Agreements,Business Associate provides services and/or products("Services")for the Covered Entity that involve
the use nr disclosure of PHI. Business Associate may only use and disclose PHI as necessary to perform its obligations under the Agreements
and,further,may only use and disclose PHI as permitted or required by this Business Associate Agreement or by law. All other uses and
disclosures not authorized by this Business Associate Agreement are prohibited. Moreover,Business Associate may disclose PHI for the
purposes authorized by this Business Associate Agreement only: (i)to its directors, officers, employees, subcontractors and agents in
accordance with Section 2.1.4;(ii)as requested by the Covered Entity pursuant to Section 3 below;or(iii)as otherwise permitted by the terms
of this Business Associate Agreement,including,without limitation,Section 1.2.2 below.
1.2 Business Activities of the Business Associate. Unless otherwise limited herein,the Business Associate may:
1.2.1. Use the PHI for the proper management and administration of Business Associate and to carry out its legal responsibilities,
provided that such uses are permitted under state and federal confidentiality laws.
1.2.2 Disclose the PHI to third parties for the proper management and administration of Business Associate and to carry out its legal
responsibilities,if the Business Associate represents to the Covered Entity,in writing,that:(i)the disclosures are Required by
Law;or(ii)the Business Associate has received from the third party,in writing,reasonable assurances that the PHI will be held
confidentially and used or further disclosed only as Required by Law for the purposes for which it was disclosed to the third
party,and the third party notifies Business Associate of any instances of which it is aware in which the confidentiality of the
PHI has been breached.
1.3 De-identified PHI.Business Associate is not authorized to create de-identified information from PHI.
1.4 Data Aggregation Services. Except as otherwise limited in this Business Associate Agreement,Business Associate may use PHI to
provide data aggregation services to Covered Entity as permitted by 45 C.F.R. 164.504(e)(2)(i)(B)
1.5 Minimum Necessary. Business Associate agrees to make all uses and disclosures of and requests for PHI subject to the minimum
necessary requirements of the Privacy Rule,Subpart E of 45 C.F.R.Part 164("Privacy Rule")and consistent with Covered Entity's
minimum necessary policies and procedures.
2. RESPONSIBILITIES OF THE PARTIES WITH RESPECT 1'O PROTECTED HEALTH INFORMATION
2.1 Re ponsibilities of the Business Associate. With regard to its use or disclosure of PHI,the Business Associate hereby agrees to do the
following:
2.1.1 Use or disclose the PHI only if such use or disclosure is in compliance with 45 C.F.R. § 164.504(e),as applicable,and is
pennitted or required by this Business Associate Agreement or as Required by Law.
2.1.2 Notify the Covered Entity's Privacy Officer in writing within 3 business days of the Business Associate's discovery of any use
or disclosure of PHI that is not permitted or required by this Business Associate Agreement,and notify the Covered Entity's
Privacy Officer in writing within 3 business days of the Business Associate's discovery of any Breach as required by
45 C.F.R.§ 164.410,as updated,amended or revised from time to time.
2.1.3 Use appropriate safeguards to prevent the use or disclosure of PHI other than as provided by or permitted under this Business
Associate Agreement.
Page 1
2.1.4 Require all of its directors,officers, employees, subcontractors, and agents that create, receive, maintain,transmit, use or
disclose, or have access to, PHI under this Business Associate Agreement to agree, in writing, to adhere to the same
requirements,restrictions and conditions on the use or disclosure of PHI that apply to the Business Associate under this Business
Associate Agreement and to not take any action that would violate the HIPAA Laws if done by the Covered Entity.
2.1.5 Make available to the Secretary of the United States Department of Health and Human Services("Secretary")all records,
books,agreements,policies and procedures,and practices relating to the use or disclosure of PHI to and upon the request of the
Secretary for purposes of the Secretary determining Covered Entity's compliance with the Privacy Rule.
2.1.6 Notify Covered Entity of any request:(i)by the Secretary or the Secretary's designee to examine Business Associate's internal
practices,books,records,policies and procedures,or PHI;or(ii)for information in response to a HIPAA complaint. Business
Associate also agrees to provide the Covered Entity with the results and disposition of the request.
2.1.7 Upon prior written request,make available to the Covered Entity during normal business hours at Business Associate's offices
all records,books,agreements,policies and procedures relating to the use or disclosure of PHI for purposes of determining the
Business Associate's compliance with the terms of this Business Associate Agreement. This information shall be provided
within 3 business days of Covered Entity's written request.
2.1.8 Maintain and,within 10 business days of receiving a written request from the Covered Entity,provide such information as is
requested by the Covered Entity to permit the Covered Entity to respond to a request by an individual for an accounting of the
disclosures of the individual's PHI as required by 45 C.F.R. § 164.528. Business Associate shall document all uses and
disclosures of PHI and information as would be required to respond to a request by an individual for an accounting of disclosures
of PINI in accordance with 45 C.F.R.§ 164.528,including,at a minimum,the following information regarding the disclosure:
(i)the date of disclosure;(ii)the name of the entity or person who received the PHI,and the address of such entity or person;
(iii)a brief description of the PHI disclosed;(iv)a brief statement regarding the purpose and an explanation of the basis of such
disclosure;and(v)the names of the individuals whose PHI was disclosed.
2.1.9 Subject to Section 5.5,return to the Covered Entity or destroy,within 30 days of the termination of this Business Associate
Agreement,the PHI in its possession and retain no copies(which for purposes of this Business Associate Agreement shall
include destroying all backup tapes,computer files and photocopier hard drives that contain the PHI).
2.1.10 Limit,to the extent practicable,the PHI requested,used or disclosed by Business Associate to a limited data set or to the minimum
necessary to accomplish the intended purpose of the request,use or disclosure.
2.1.1 1 Mitigate,to the extent practicable,any harmful effect or possible harmful effect that is known to Business Associate or Covered Entity
of a Security Incident,Breach,use or disclosure of PHI in violation of this Business Associate Agreement or the HIPAA Laws.
2.1.12 If electronic PHI("ePHI")is involved,the Business Associate also agrees to the following:
2.1.12.1 To implement administrative,physical and technical safeguards that reasonably and appropriately protect the
confidentiality,integrity and availability of ePHI that the Business Associate receives,maintains or transmits on
behalf of the Covered Entity.
2.1.12.2 Ensure that any agent to whom it provides ePHI,including a subcontractor,agrees to implement reasonable and
appropriate safeguards to protect the ePHI.
2.1.12.3 Report to the Covered Entity any Security Incident within 3 business days of becoming aware of the incident.
2.1.13 Comply with the privacy, security and breach notification requirements of the HIPAA Laws, as and when required by
42 U.S.C.§§ 17931 and 17934.
2.1.14 In the event Business Associate receives a subpoena,court or administrative order or other discovery request or mandate for
release of PHI,notify Covered Entity of the request as soon as practicable,but in any event within 5 days of receipt of such
request. Business Associate shall consult with Covered Entity prior to responding to any such subpoena,court or administrative
order,or other discovery request or mandate for release of PHI.
2.1.15 Promptly reimburse Covered Entity for all reasonable costs or expenses incurred by Covered Entity with respect to providing
notification and/or mitigation of a Breach involving Business Associate,including,but not limited to,printing,postage,and
toll-free hotline costs.
2.1.16 To the extent Business Associate is to carry out the Covered Entity's obligations under the Privacy Rule,Business Associate
shall comply with the Privacy Rule's requirements that apply to the Covered Entity in the performance of such obligation;and
Page 2
in addition to,but not lieu thereof,Business Associate shall at all times comply with the notice of privacy practices("Notice")
and HIPAA policies and procedures of Covered Entity,as may be amended from time to time.
2.2 Responsibilities of the Covered Entity. With regard to the use or disclosure of PHI by the Business Associate,the Covered Entity hereby
agrees:
2.2.1 To post its Notice that the Covered Entity provides to individuals on its website.
2.2.2 To inform the Business Associate of any changes in,or withdrawal or revocation of,the consent or authorization provided to
the Covered Entity by individuals with respect to the use or disclosure of the individual's Pill.
2.2.3 To notify the Business Associate,in writing and in a timely manner,of any restrictions to the use or disclosure of PHI agreed
to by the Covered Entity in accordance with 45 C.F.R.Section 164.522,to the extent such restriction may impact the use or
disclosure of PHI by the Business Associate.
3. ADDITIONAL RESPONSIBILITIES OF THE PARTIES WITH RESPECT TO HANDLING DESIGNATED RECORD SETS
Responsibilities of the Business Associate with Respect to Handling Designated Record Sets. The Business Associate agrees to do the
following:
3.1 Within 5 days of receipt of a request by Covered Entity for access to PHI about an individual contained in a Designated Record Set,
Business Associate shall make available to Covered Entity such PHI for so long as such information is maintained by Business Associate
in the Designated Record Set,as required by 45 C.F.R.§ 164.524. In the event any individual delivers directly to Business Associate a
request for access to PHI,Business Associate shall within 2 days forward such request to Covered Entity for Covered Entity to fulfill.
3.2 Within 5 days of receipt of a request from Covered Entity for the amendment of an individual's PHI or a record regarding an individual
contained in a Designated Record Set(for so long as the PHI is maintained in the Designated Record Set),Business Associate shall
provide such information to Covered Entity for amendment and incorporate any such amendments in the PHI as required by 45 C.F.R.
§ 164.526. In the event any individual delivers directly to Business Associate a request for amendment to PHI,Business Associate shall
within 2 days forward such request to Covered Entity for Covered Entity to fulfill.
4. REPRESENTATIONS AND WARRANTIES
4.1 Mutual Representations and Warranties of the Parties. Each Party represents and warrants to the other Party:
4.1.1 That all personnel in its workforce,and any agents or subcontractors,whose services may be used to fulfill obligations under
this Business Associate Agreement,aro or shall be appropriately informed of the terms of this Business Associate Agreement
and shall comply with all provisions of this Business Associate Agreement.
4.1.2 That it will reasonably cooperate,inform and communicate with the other Party in the performance of their mutual obligations
under this Business Associate Agreement.
4.1.3 Under no circumstances shall Business Associate be deemed in any respect to be the owner of any PHI created or received by
Business Associate on behalf of Covered Entity.
5. TERMS AND TERMINATION
5.1 Term. This Business Associate Agreement shall become effective on the Effective Date and shall continue in effect until all obligations of
the Parties have been met,unless terminated as provided in this Section 5. In addition,certain provisions and requirements of this Business
Associate Agreement shall survive its expiration or other termination in accordance with Section 7.3 herein.
5.2 Termination by the Covered Entity. The Covered Entity may immediately terminate this Business Associate Agreement and any related
agreements if the Covered Entity makes the determination that the Business Associate has breached a material term of this Business
Associate Agreement. Alternatively,the Covered Entity may choose to: (i)provide the Business Associate with 30 days written notice
of the existence of an alleged material breach;and(ii)afford the Business Associate an opportunity to cure the alleged material breach
upon mutually agreeable terms. In the event that mutually agreeable terms cannot be reached within 30 days,Business Associate must
cure the breach to the satisfaction of the Covered Entity within 15 days. Failure to cure in the manner set forth in this Section is grounds
for the immediate termination of this Business Associate Agreement. If termination of the Business Associate Agreement is not feasible,
the Covered Entity will report the breach to the Secretary.
5.3 Termination by Business Associate. If the Business Associate makes the determination that a material condition of performance has
changed under the Agreements or this Business Associate Agreement,or that the Covered Entity has breached a material term of this
Business Associate Agreement,Business Associate may provide Covered Entity with 30 days written notice of its intention to terminate
this Business Associate Agreement. Business Associate agrees, however, to cooperate with Covered Entity to find a mutually
Page 3
satisfactory resolution to the matter prior to termination,and further agrees that,notwithstanding this provision,it shall not terminate
this Business Associate Agreement so long as the Agreements arc in effect.
5.4 Automatic Termination.This Business Associate Agreement will automatically terminate without any further action of the Parties upon
the termination or expiration of the Agreements.
5.5 Effect of Termination. Upon termination pursuant to this Section 5,Business Associate agrees to return or destroy all PHI if it is feasible
to do so. Prior to doing so,the Business Associate further agrees to recover any PHI in the possession of its subcontractors or agents.
If it is not feasible for the Business Associate to return or destroy the PHI,the Business Associate will notify the Covered Entity in
writing of such infeasibility. The notification shall include:(i)a statement that the Business Associate has determined that it is not
feasible to return or destroy the PHI in its possession;and(ii)the specific reasons for that determination. Business Associate further
agrees to extend any and all protections,limitations and restrictions contained in this Business Associate Agreement to the Business
Associate's use or disclosure of any PHI retained after the termination of this Business Associate Agreement,and to limit any further
uses or disclosures to the purposes that make the return or destruction of the PHI not feasible. If it is not feasible for the Business
Associate to obtain from a subcontractor or agent any PHI in the possession of the subcontractor or agent,the Business Associate must
provide a written explanation to the Covered Entity and require the subcontractors and agents to agree to extend any and all protections,
limitations and restrictions contained in this Business Associate Agreement to the subcontractors'or agents' use or disclosure of any
PHI retained after the termination of this Business Associate Agreement,and to limit any further uses or disclosures to the purposes that
make the return or destruction of the PHI not feasible.
6. INDEMNIFICATION
6.1 Indemnification. Each Party(each an"Indemnifying Party")agrees to indemnify,defend and hold harmless the other Parties and their
respective employees,directors,officers,subcontractors,agents or other members of its workforce(each an"Indemnified Party"),
from and against all claims,causes of actions,liabilities,damages,penalties,fines,costs or expenses(including reasonable attorney fees
and court costs) (collectively, "Liabilities") brought against or incurred by the Indemnified Party on account of the Indemnifying
Party's: (i)breach of this Business Associate Agreement, violation of the HIPAA Laws, or breach relating to use, disclosure, or
safeguarding of PHi;or(ii)negligence or wrongful acts or omissions,including failure to perform its obligations under the HIPAA
Laws. On demand by the indemnified Party,the indemnifying Party shall advance or reimburse,as appropriate,the Indemnified Party
for all Liabilities that arc subject to the indemnification obligation provided by this Section. The Indemnifying Party's obligation to
indemnify the Indemnified Party shall survive the expiration or termination of this Business Associate Agreement for any reason.
6.2 Exclusion from Limitation of Liability. To the extent that Business Associate has limited its liability under the terms of the Agreement,
whether with a maximum recovery for direct damages or a disclaimer against any consequential,indirect or punitive damages,or other
such limitations,all limitations shall exclude any damages to Covered Entity arising from Business Associate's breach of its obligations
under this Business Associate Agreement,the HIPAA Rules,or relating to its use,disclosure or safeguarding of PHI.
6.3 No Waiver of Sovereign Immunity. Nothing contained herein is intended to serve as a waiver of sovereign immunity by any agency or
political subdivision to which sovereign immunity may be applicable or as a waiver of limits to liability or rights existing under Section
768.28,Florida Statutes. Specifically,the Indemnification by the Covered Entity under subsection 6.1 shall he limited to the limits
under Section 768.28,Florida Statutes.
7. MISCELLANEOUS
7.1 Covered Entity. For purposes of this Business Associate Agreement,Covered Entity means the named Covered Entity herein,subcontractors,
and agents.
7.2 Business Associate. For purposes of this Business Associate Agreement,Business Associate shall include the named Business Associate
herein,subcontractors,and agents. However,in the event that the Business Associate is acting as a covered entity under the HIPAA Laws,
Business Associate may appropriately designate a health care component as the Business Associate for purposes of this Business Associate
Agreement.
7.3 Survival. The respective rights and obligations of Business Associate and Covered Entity under the provisions of Section 2.1,solely
with respect to PHI Business Associate retains in accordance with Section 5.5 because it is not feasible to return or destroy such PHI,
and Sections 5.5,7.5,7.8,and 7.9 shall survive termination of this Business Associate Agreement indefinitely. In addition,Section 3
shall survive termination of this Business Associate Agreement,provided that the Covered Entity determines that the PHI being retained
pursuant to Section 5.5 herein constitutes a Designated Record Set.
7.4 Amendments. The Parties acknowledge that this Business Associate Agreement sets forth the full and complete contractual obligations
between the Parties and shall only be modified by amendment thereto. It is understood by the Parties that federal and state laws regarding
health information and data privacy and security are undergoing rapid change and agree to amend this Business Associate Agreement
as necessary or appropriate to enable Covered Entity and Business Associate to comply with all legal requirements.In the event an
amendment to this Business Associate Agreement cannot be agreed upon by the Parties,the Parties agree to resolve the dispute pursuant
to Section 7.8.
Page 4
7.5 No Third-Party Beneficiaries. Nothing express or implied in this Business Associate Agreement is intended to confer,nor shall anything
herein confer, upon any person other than the Parties and the respective successors or assigns of the Parties,any rights,remedies,
obligations or liabilities whatsoever.
7.6 Notices. Any notices to be given hereunder to a Party shall be made via U.S.Mail or express courier to the Party's address given below:
If to Business Associate,to:
CarcATC,Inc.
4500 South 129' East Avenue,Suite 191
Tulsa,Oklahoma 74134
Attn:General Counsel
lr ealsupport t'_carcatc.cnm
If to Covered Entity,to:
Daniel Dugger,City Manager
City of Boynton Beach
P.O.Box 310
Boynton Beach,FL 33425-0310
Each Party named above may change its address and that of its representative for notice by giving notice of the change to the other
Parties in the manner provided in this Section.
7.7 Counterparts;Facsimiles. This Business Associate Agreement may be executed in any number of counterparts,each of which shall be
deemed an original. Facsimile copies of this document shall be deemed to be originals.
7.8 Disputes. If any controversy,dispute or claim arises between the Parties with respect to this Business Associate Agreement,the Parties
shall make good faith efforts to resolve such matters informally. If the matter cannot be resolved,the Parties may agree in writing to
submit the dispute to mediation or arbitration. If a lawsuit arises out of this Business Associate Agreement,jurisdiction and venue shall
lie exclusively in the United States District Court for the Middle District of Florida. If any litigation or arbitration is necessary to enforce
the terms of this Business Associate Agreement,the prevailing party shall be entitled to reasonable attorney's fees and costs.
7.9 Compliance with State Law. Notwithstanding anything to the contrary in this Business Associate Agreement,if any provision of the
laws of the State of Florida applicable to Business Associate("State Laws"),because of Business Associate's relationship with Covered
Entity,is contrary to and more stringent than an applicable requirement of the HIPAA Laws,this Business Associate Agreement shall
be construed to permit Business Associate to comply with the tttore stringent provisions of State Law to the extent that Business
Associate is required to comply and the provision is not preempted by the HIPAA Laws.
7.10 Governing Law. The laws of the State of Florida shall govern the interpretation of this Business Associate Agreement and shall apply
in any lawsuit or other dispute arising out of this Business Associate Agreement,without regard to conflict of law provisions. Any
ambiguity in this Business Associate Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the
HIPAA Rules and any applicable state confidentiality laws. The provisions of this Business Associate Agreement shall prevail over the
provisions of any other agreement that exists between the parties that may conflict with,or appear inconsistent with,any provision of
this Business Associate Agreement or the HIPAA Rules.
7.11 Independent Contractor Status. For the purposes of this Business Associate Agreement,Business Associate is an independent contractor
of Covered Entity,and shall not he considered an agent of Covered Entity.
7.12 Florida Information Protection Act.Business Associate agrees and understands that to the extent that the services and/or goods provided
under the BA Agreement consist,at least in part,of"customer records"that contain"personal information,"as defined in the Florida
Information Protection Act,Section 501.171,Florida Statutes(the"Act"). Accordingly,as required by the Act,Business Associate
agrees to implement safeguards to protect customer records containing personal information,in whatever form retained and stored,from
a breach of security. The procedures specified herein shall not supersede any requirements specified by the Act. The provisions of the
Act,as may be amended from time to time,shall prevail in the event of any conflict. If customer records in Business Associate's
possession are breached in the manner set forth in the Act,Business Associate shall immediately notify Covered Entity as indicated
herein,and Business Associate shall work with Covered Entity as required by the Act to assist in any of the following actions:
(a) Investigate the alleged breach and determine if an actual breach has occurred,which may include the use of law enforcement
officials as needed and as determined by Covered Entity;
(b) Provide notice to any and all consumers whose personal information has been breached;
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(c) Provide any and all other notices to governmental agencies that may be applicable under the Act,if a breach has reached a
particular threshold,as defined in the Act,which may include but is not limited to:credit reporting agencies and the Florida Department
of Legal Affairs:
(d) Ensure that Business Associate's third-party agents are made aware ol'the Act and any requirements to comply with the Act,
and require that those Hurd-party agents that store customer records of Covered Entity who experience a breach notily Covered Entity
immediately,and work with Business Associate and Covered Entity as outlined in this section of the Addendum.
8. DEFINITIONS.
Terris used but not otherwise defined in this Business Associate Agreement shall have the meanings given to them under the IIIPAA laws. To
the extent a term is defined in both this Business Associate Agreement and the IIIPAA Laws,the definition given such term under the IIIPAA
Laws shall govern.
8.1 Designated Record Set. "Designated Record Set"is defined at 45 C.F.R.§164.501 (as updated,amended or revised from time to
lime).
8.2 Privacy Officer. "Privacy Officer" means the privacy official designated by the Covered Entity pursuant to and described by
45 C.F.R.§164.5300)(1)(ns updated,amended or revised from time to time).
8.3 Protected Health Information (P111). "Protected Health Information" or"PILI"is defined at 45 C.F.R.§160.103 (as updated,
amended or revised from time to lime).
8.4 Required by Law. "Required by Law"is defined at 45 C.F.R.§164.103(as updated,amended or revised from time to time).
8.5 Electronic Protected llealth Information (eP1il). "Electronic Protected Health Inhumation" or "ePIlI" is defined al
45 C.F.R§160.103(as updated,amended or revised from time to time).
8.6 Security Incident "Security Incident"is defined at 45 C.F.R§164.304(as updated,amended or revised from time to time).
8.7 Breach. "Breach"is defined at 45 C.F.R.§164.402(as updated,amended or revised from time to time).
IN WITNESS WI IEREOF,each of the undersigned has caused this Business Associate Agreement to be duly executed in ifs name and on its
behalf as of the Effective Date.
Al!SINE.SS ASSOC'JA 1F. COVERED ENTITY
CAREATC, CITY OF BOYNTON BEACH
.. .........4
. _.`,.......-____ 13! "- ----,.:—....56rim.C......_
Name:Jeff Mazzoni Name:Daniel Bugger
Title:Chief FiinaancialOfficer Title:City Manager l
Date: /4///v`�2 2 Date: /0 / /` ( -c.2
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Aries Arrthe feat•, � ••••••• � ,t
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City Clerk 0 •
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Ap. :Jail 1 •• :J� • i
Office of the City Attorney ************
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