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HomeMy WebLinkAboutExhibitDocusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB INTERLOCAL AGREEMENT By and Between The City of Miami, Florida And The Public Health Trust of Miami -Dade County, Florida, an agency and instrumentality of Miami -Dade County THIS INTERLOCAL AGREEMENT FOR THE PROVISION OF MEDICAL DIRECTION SERVICES ("Agreement") is entered into this day of , 2025 (the "Effective Date"), by and between the PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY, an agency and instrumentality of Miami -Dade County (hereinafter referred to as the "Health Trust"), and the CITY OF MIAMI, a municipal corporation of the State of Florida, whose address is 444 S.W. 2114 Avenue, 10th Floor, Miami, Florida 33130 (the "City"). The Trust and the City may each be individually referred to as a "Party" or collectively as the "Parties." RECITALS: WHEREAS, Section 163.01(4), Fla. Stat., of the Florida Interlocal Cooperation Act of 1969, provides that "A public agency of this state may exercise jointly with any other public agency of the state, of any other state, or of the United States Government any power, privilege, or authority which such agencies share in common and which each might exercise separately"; and WHEREAS, this Agreement will serve as a contract with the Health Trust to provide medical direction services as more fully set forth in the Scope of Services (attached hereto as Exhibit "A," the "Services") to the City of Miami Department of Fire -Rescue; and WHEREAS, the City wishes to engage the Services of the Health Trust, and the Health Trust wishes to perform Services for the City; and WHEREAS, the Health Trust and the City agree to act in a spirit of mutual cooperation and good faith in the implementation of this Agreement; and WHEREAS, pursuant to Section 18-112 of the Code of the City of Miami, Florida, as amended, and subject to City Commission approval, the City is exempt from all competitive bidding procedures when it enters into an agreement with another governmental agencies or state funded institutions; and WHEREAS, the Parties have negotiated this Agreement in good faith and agree to be bound in accordance with its terms and conditions. NOW, THEREFORE, in consideration of the forgoing Recitals, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby enter into this Agreement as follows: Page 1 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB TERMS: 1. RECITALS AND INCORPORATIONS: The foregoing recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM: This Agreement shall become effective on the date as stipulated above in the first paragraph of this Agreement, which is the Effective Date and shall continue through five (5) years following the Effective Date. The City and the Health Trust may extend this Agreement for an additional two (2) year period upon mutual agreement which shall be evidenced by an amendment to this Agreement, provided the same shall be executed by the Parties prior to the expiration of the initial term of the Agreement. The City Manager shall have the option to extend or terminate the Agreement for convenience, that is, for any or no cause pursuant to Section 13. 3. SCOPE OF SERVICES: A. The Health Trust agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibit "A" hereto, which by this reference is incorporated into and made a part of this Agreement, and such other related tasks the Trust determines is necessary to fully perform and complete the Services. Notwithstanding the foregoing, the Parties agree that the Services set forth in Exhibit "A" can only be modified upon mutual consent of the Parties, exemplified as an amendment to this Agreement. B. The Health Trust represents to the City that: (i) it possesses all qualifications, licenses, certificates, authorizations, and expertise required for the performance of the Services, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due to the City, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be performed in the manner described in Exhibit "A"; and (v) each person executing this Agreement on behalf of The Health Trust has been duly authorized to so execute the same and fully bind the Health Trust as a party to this Agreement. C. The Health Trust shall at all times provide fully qualified, competent and physically capable employees to perform the Services under this Agreement. The City may require the Health Trust to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. 4. COMPENSATION: The Health Trust as its sole compensation for the Services provided, shall receive compensation as indicated in Exhibit "B.", which by this reference is incorporated into and made a part of this Agreement. 5. OWNERSHIP OF DOCUMENTS: The Health Trust understands and agrees that any Page 2 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB information, document, report or any other material whatsoever which is given by the City to the Health Trust, its employees, or any sub-contractor(s), or which is otherwise obtained or prepared by the Health Trust solely and exclusively for the City pursuant to or under the terms of this Agreement, is and shall at all times remain the property of the City. The Health Trust agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in their sole discretion. The Health Trust is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if the Health Trust determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as permitted by applicable law be breached. The City shall maintain and retain ownership of any and all documents which result upon the completion of the work and Services under this Agreement as per the terms of this Section 5. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. The Health Trust agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of the Health Trust which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of up to five (5) years following the date of final payment by the City to the Health Trust under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of the Health Trust which are related to the Health Trust's performance under this Agreement. The Health Trust agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of five (5) years after final payment is made under this Agreement and all other pending matters are closed. The Health Trust's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. B. The City may, at reasonable times during the term hereof, inspect the Health Trust's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by the Health Trust under this Agreement conform to the terms hereof. The Health Trust shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18-101 and 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: The Health Trust represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: Page 3 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB A. The Health Trust understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. The Health Trust's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. The Health Trust shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) 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, Florida Statutes, or as otherwise provided by law; (3) 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 the Health Trust does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Health Trust or keep and maintain public records required by the City to perform the service, if the Health Trust transfers all public records to the City upon completion of the Agreement, the Health Trust shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Health Trust keeps and maintains public records upon completion of the Agreement, the Health Trust shall meet all applicable requirements for retaining public records, all records stored electronically 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. Notwithstanding the foregoing, the Health Trust shall be permitted to retain any public records that make up part of its work product solely as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should the Health Trust determine to dispute any public access provision required by Florida Statutes, then the Health Trust shall do so in accordance with the provisions of chapter 119, Florida Statutes, at its own expense and at no cost to the City. IF THE HEALTH TRUST HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE HEALTH TRUST'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416- 1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE HEALTH TRUST MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: The Health Trust understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to open public meetings, public records, conflicts of interest, procurement procedures, record keeping, etc. The City and the Health Trust agree to comply Page 4of27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB with and observe all such applicable federal, state and local laws, rules, regulations, codes and ordinances, as they may be amended from time to time. The Health Trust shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for these professional services. The Health Trust further agrees to include in all of the Health Trust's agreements with sub-contractor(s) for any Services related to this Agreement this provision requiring sub-contractor(s) to comply with and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances, as they may be amended from time to time. 10. E-VERIFY EMPLOYMENT VERIFICATION: By entering into this Agreement, the Health Trust and its subcontractors are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." The Health Trust affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of the Health Trust; (b) it has required all subcontractors to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subconsultant; (c) it has an affidavit from all subcontractors to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e- verify. If City has a good faith belief that Health Trust has knowingly violated Section 448.09(1), Florida Statutes, then City shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, the Health Trust agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that Health Trust shall be liable for any additional costs incurred by the City because of such termination. In addition, if City has a good faith belief that a subcontractor has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Health Trust has otherwise complied with its requirements under those statutes, then Health Trust agrees that it shall terminate its contract with the subcontractor upon receipt of notice from the City of such violation by subcontractor in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the City, Health Trust, or subcontractor no later than twenty (20) calendar days after the date of Agreement termination. 11. INDEMNIFICATION: A. Subject to the provisions and limitation of Section 768.28, Florida Statutes as it may be amended, and to the extent permitted by Florida Statutes, the Health Trust shall indemnify, defend and hold harmless the CITY and its officials, employees and agents (collectively referred to as "indemnities") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities" by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (a) the performance or non-performance of the Services contemplated by this Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any act, omission, default or Page 5of27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB negligence (whether active or passive) of the Health Trust or its employees, agents or subcontractors (collectively referred to as the "HEALTH TRUST"), or (ii) the failure of the Health Trust to comply with any of the paragraphs herein or the failure of the Health Trust to conform to statutes, ordinances or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement. The Health Trust expressly agrees to indemnify and hold harmless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of The Health Trust, or any of its subcontractors, as provided above, for which the Health Trust's liability to such employee or former employee would otherwise be limited to payments under state Worker's Compensation or similar laws. B. The Health Trust further agrees to indemnify, defend and hold harmless the Indemnities from and against (i) any and all Liabilities imposed on account of the Health Trust's violation of any law, ordinance, order, rule, regulation, condition, or requirement, in any way related, directly or indirectly, to the Health Trust's performance hereunder, compliance with which is left by this Agreement to the Health Trust, and (ii) any and all claims, liens and/or suits for labor and materials furnished by the Health Trust or utilized in the performance of this Agreement. Nothing herein shall be interpreted to be a waiver of sovereign immunity afforded to the Health Trust and as set forth in Section 768.28, Florida Statutes, as it may be amended. 12. DEFAULT: If the Health Trust fails to comply materially with any term or condition of this Agreement, or fails to perform in any material way any of its obligations hereunder, and fails to cure such failure after reasonable notice from the City, then the Health Trust shall be in default. The Health Trust understands and agrees that termination of this Agreement under this section shall not release the Health Trust from any obligation accruing prior to the effective date of termination. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Health Trust while the Health Trust was in default shall be immediately returned to the City. Should the Health Trust be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, the Health Trust shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 13. RESOLUTION OF AGREEMENT DISPUTES: The Health Trust understands and agrees that all disputes between the Health Trust and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for their resolution, prior to the Health Trust being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the City Commission. The Health Trust shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of Page 6 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation or ninety (90) days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 of this Agreement. The adherence to this Section is the condition precedent to the institution of any civil action by the Health Trust against the City. 14. TERMINATION; OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, at any time, by giving written notice to the Health Trust at least sixty (60) calendar days prior to the effective date of such termination. In such event, the City shall pay to the Health Trust compensation for Services rendered and approved expenses incurred prior to the effective date of termination. In no event shall the City be liable to the Health Trust for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. The Health Trust shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within sixty (60) days after written notice of default. In such event, the City shall not be obligated to pay any amounts to the Health Trust for Services rendered by the Health Trust after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to the Health Trust for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any direct, indirect, consequential or incidental damages. This Section shall survive the cancellation or expiration of this Agreement. C. The Health Trust will have the right to terminate this Agreement, at any time, by giving at least 60 days prior written notice of termination to the City. Notice must be by certified mail, return receipt requested, to the party and address specified in this Agreement. Notice is effective upon receipt. In such event, the CITY shall pay to the Health Trust compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the CITY be liable to the Health Trust for any additional compensation, other than that provided herein, or for any consequential or incidental damages. 15. INSURANCE: The City and the Health Trust acknowledge that they each operate a self - insured program in accordance and subject to the limitations and provisions of Section 768.28 of the Florida Statutes. The Health Trust agrees to provide to the CITY a Certificate of Insurance within ten (10) days after receipt of the City's Notice of Award. Certificate of Insurance must have Page 7 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB West Wing, Suite 117 Miami, FL 33136 the insurance coverage as provided in Section 768.28, and 440 F.S. 16. NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, AND AMERICANS WITH DISABILITIES ACT: The Health Trust shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. The Health Trust shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by the City, including Titles I and 11 of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, The Health Trust shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. The Health Trust affirms that it shall not discriminate as to race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used in connection with its performance under the contract. Furthermore, The Health Trust affirms that no otherwise qualified individual shall solely by reason of their race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used, be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, The Health Trust shall not discriminate against any person on the basis of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used. Alf persons having appropriate qualifications shall be afforded equal opportunity for employment. 17. ASSIGNMENT: This Agreement shall not be assigned by the Health Trust, in whole or in part, and the Health Trust shall not assign any part of its operations, without the prior written consent of the City Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 18. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO THE HEALTH TRUST: Chief Executive TO THE CITY: Officer Public Health Trust of Miami -Dade County1611 N.W. 12th Avenue Arthur Noriega V City Manager, City of Miami Page 8 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB With a copy to: County Attorney's Office 1611 N.W. 12th Avenue West Wing, Suite 109 Miami, FL 33136 19. MISCELLANEOUS PROVISIONS: 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 With Copies To: Department of Fire Rescue Attn: Robert Hevia Chief of Fire Rescue, City of Miami 1151 NW 7th Street 31" Floor Miami, FL 33136-3604 Office of the City Attorney Attn: George K. Wysong III City Attorney City of Miami 444 SW 2nd Avenue, 9th Floor Miami, FL 33130-1910 Procurement Department Attn: Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910 A. Governing Law; Venue; Attorneys' Fees: This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. Each party shall bear their own respective attorney's fees in any dispute arising out of or in connection with this Agreement. B. Waiver: Waiver by either party of a breach or failure to perform hereunder shall not constitute a waiver of any subsequent breach or failure. Neither party will be bound by any purported rescission or modification of this Agreement and shall not be deemed to have waived any provisions of this Agreement unless such rescission, modification or waiver is set forth in writing and signed by an authorized official of both Parties. Nothing contained in this Agreement is any way intended to be a waiver of the limitation placed upon the Indemnitees' liability as set forth in Chapter 768, Florida Statutes. Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the Indemnitees shall include attorney's fees, investigative costs or pre judgment interest. Page 9 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB C. Waiver of Jury Trial: EACH PARTY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT. D. Acknowledgement: The Parties expressly acknowledge that each has read and understand each and every provision in this Agreement and have had the opportunity to seek the advice and representation of independent counsel. Furthermore, the Parties expressly acknowledge that this Agreement is entered into in good faith and was not obtained by fraud, misrepresentation, or deceit. E. Severabilitv: Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. F. Entire Agreement; Modifications: This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be approved in advance and in writing by the Office of the City Attorney as to legal form and correctness, and executed in writing by the City and the Health Trust. G. Paragraph Headings: The paragraph headings used in connection with this Agreement have been inserted for the convenience of the Parties only. They do not purport to and shall not be deemed to define, govern, limit, modify or in any manner, affect the scope, meaning or intent of the provisions to which they pertain. 20. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns, if any. 21. INDEPENDENT CONTRACTOR: The Health Trust has been procured and is being engaged to provide Services to the City as an Independent Health Trust, and not as an agent or employee of the City. Accordingly, neither the Health Trust, nor its employees, nor any sub- contractor(s) hired by the Health Trust to provide any Services under this Agreement shall attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Health Trust further understands that Florida Workers' Compensation benefits available to employees of the City are Page 10 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB not available to the Health Trust, its employees, or any sub-contractor(s) hired by the Health Trust to provide any Services hereunder, and the Health Trust agrees to provide or to require sub- contractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of the Health Trust rendering Services to the City under this Agreement. The Health Trust further understands and agrees that the Health Trust's or sub-contractor(s) use or entry upon City properties shall not in any way change its or their status as an Independent Contractor. The Health Trust does not have the power or authority to bind the City in any promise, agreement, or representation other than specifically provided for in this Agreement. The Health Trust agrees and understands that (i) any and all subcontractors providing Services related to this Agreement shall be paid through the Health Trust and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by the Health Trust. 22. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice to the Health Trust. 23. FORCE MAJEURE: A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure, flood, storm, hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice in writing, within two (2) days of the Force Majeure Event, to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no Tess than monthly so Fong as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 24. CITY NOT LIABLE FOR DELAYS: The Health Trust hereby understands and agrees that in no event shall the City be liable for, or responsible to the Health Trust or any sub-contractor(s), or to any other person, firm, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. 25. USE OF NAME: The Health Trust understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. The Health Trust is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the Page 11 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB general results of this project and the name of the City. The Health Trust agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 26. NO CONFLICT OF INTEREST: The City shall be familiar and comply with all conflict of interest legal requirements, to the extent they apply to the City, including the Miami -Dade County Conflict of Interest and Code of Ethics Ordinance, Section 2-11.1, Code of Miami -Dade County, as made applicable to the Public Health Trust by Section 25A-3(c), Code of Miami -Dade County, and Florida's Code of Ethics for Public Officers, Chapter 112, Part III, Florida Statutes. The Health Trust will not contract or transact business with the City, and any contract with the City shall be void, if a conflict of interest under State or local laws occurs and neither an exemption nor opportunity to waive the conflict exists, or an opportunity to waive the conflict exists but the Health Trust does not waive it. If a conflict of interest is waivable, the Health Trust's Board of Trustees shall have the sole authority to waive the conflict. Copies of the ordinance are available on-line or may be furnished to the City upon request. Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, the Health Trust hereby certifies to the City that no individual member of the Health Trust, no employee, and no sub- contractor(s) under this Agreement nor any immediate family member of any of the same is also a member of any board, commission, or agency of the City. The Health Trust hereby represents and warrants to the City that throughout the term of this Agreement, the Health Trust, its employees, and its sub- contractor(s) will abide by this prohibition of the City Code. 27. NO THIRD -PARTY BENEFICIARY: No persons other than the Health Trust and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 28. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 29. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: The Health Trust hereby certifies, represents and warrants to the City that on the date of the Health Trust's execution of this Agreement, and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to the Health Trust under this Agreement are and will continue to be accurate, complete, and current. The Health Trust understands, agrees and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City determines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof. 30. ANTITRUST VIOLATOR VENDORS: Pursuant to Section 287.137, Florida Statutes, a person or an affiliate who has been placed on the Antitrust Violator Vendors List following a Page 12 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity. 31. ANTI -HUMAN TRAFFICKING: The Health Trust confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Health Trust shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as "Anti -Human Trafficking Affidavit". If The Health Trust fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to The Health Trust for any additional compensation or for any consequential or incidental damages. 32. COUNTERPARTS, ELECTRONIC SIGNATURES: This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. This Agreement may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 33. ENTIRE AGREEMENT: This instrument and its exhibits constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. SIGNATURE PAGE FOLLOWS Remainder of page intentionally left blank Page 13 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. ATTEST: By: Name: Title: cxeu. iue A 154cui (Corporate Seal) ATTEST: CITY OF MIAMI, a Florida municipal corporation HEALTH TRUST PUBLIC HEALTH TRUST OF MIAMI-DADE COUNTY, an agency and instrumentality of Miami -Dade Count By: Name: Carlos Migoya Title: Chief Executive Officer CITY By: By: Todd Hannon Arthur Noriega V City Clerk City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: By: By: George K. Wysong III Ann -Marie Sharpe City Attorney Risk Management Director Page 14 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB EXHIBIT A SCOPE OF SERVICES The City intends to secure medical direction services under a four (4) tier system as follows: TIER 1: MEDICAL DIRECTOR 1 CHIEF MEDICAL OFFICER A. The Health Trust shall designate an individual who will act as Medical Director and who shall have the following responsibilities, at a minimum: 1. Supervise and provide medical oversight for the medical performance of the City's Paramedics and Emergency Medical Technicians ("EMTs"), as required in Florida Statute § 401.265(2011), as amended; 2. Supervise and prescribe medical oversight to the City's Public Access Defibrillation ("PAD") Program. This shall include the issuance of Prescriptions for any automated external defibrillators ("AED") that is installed under the PAD Program; 3. Select physicians, described in Tiers 3 and 4, for 24 hour on-line medical control; 4. Ensure the satisfactory performance of Associate Medical Director Tiers 2 and 3, and the Tier 4 physicians; 5. Upon appropriate notice from the City, bar from further participation in the performance of medical direction services any lower tier physicians who fail to perform in a manner commensurate with the expectations of the City; 6. Develop and sign medically correct standing orders (treatment protocols) for Advanced Life Support ("ALS") and Basic Life Support ("BLS") care, and medically -related policies and procedures, and subsequently review such policies and procedures to ensure correctness at least every two (2) years; 7. Be available (or designate an alternate physician during periods of unavailability) 24 hours a day, 365 days a year, to answer system questions of an emergent or immediate nature that are beyond authority of the Tiers 3 and 4 physicians; by radio or mobile phone; 8. Provide medical oversight for and participate as a member of the City's Quality Management Program ("QMP") and Continuous Quality Improvement ("CQI") Committee for medically- related issues. Such participation shall require attendance at the monthly meeting; 9. Participate as a member of the Medical Priority Dispatch System's ("MPDS") Steering Committee and attend its meetings; 10. Be responsible for the City of Miami Emergency Operations Center (EOC) - ESF 8. Both Medical Director and Associate Medical Director shall be present at the EOC as required by the Fire Chief (The duration of which shall be determined by the Fire Chief or designee); 11. The City shall have the first right of refusal to staff the EOC with the Medical Director and Associate Medical Director. The City reserves the right to require their presence as necessary to support emergency operations; Page 15 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB 12. The Medical Director and Associate Medical Director will receive the necessary rehabilitation periods during EOC deployment, documented and fulfilled per City policies and operational protocols; 13. Provide medical oversight for the City's MPDS Quality Assurance Program ("QAP") which monitors the dispatching of EMS units; and Specialty Teams, including. Dive team, Technical Rescue Team (TRT), HazMat, SWAT; 14. Attend and actively participate in a majority of the State of Florida's Quarterly EMS Meetings, particularly those meetings regarding the development of State policies and procedures, legislation and proposed legislation review, etc. Issue a report to the City on issues relevant to it; 15. Participate in an ongoing program of Paramedic/EMT continuing education; 16. Participate in the Infection Control Program and aid in the development of the program's policies and procedures; 17. Provide prescriptions and authorization for all medications and medical equipment, including controlled substances; 18. Obtain and maintain a Drug Enforcement Agency ("DEA") license for the City of Miami's Department of Fire -Rescue; 19. Develop and revise, when necessary, Trauma Transport Protocols to comply with the State of Florida requirements; 20. Evaluate and approve continuing education hours for re -certification of paramedics, EMTs, and Emergency Medical Dispatchers ("EMDs"); 21. Consult with the Department of Fire -Rescue on medically -related issues for EMS personnel (e.g. legal issues, policy development on issues such as, but not limited to: Dive Team, Technical Rescue Team or Hazardous Materials Team medical evaluations, etc.) on an as needed basis; 22. Fulfill all duties required of the Medical Director under Florida Statutes, Section 401.2701(2011), for the City of Miami Department of Fire Rescue - Miami Dade County Public Schools Emergency Medical Service Training Programs, including being actively involved with the evaluation of students' performance throughout the training program and, certifying that graduates have successfully completed all phases of the training program and are proficient in basic or advanced life support techniques, as applicable; and 23. Perform such other duties as may be negotiated or required. B. The Village of Key Biscayne, Florida receives its Medical Direction Services from the City of Miami. Therefore, the Medical Director shall have additional responsibilities relating to the needs of the Village of Key Biscayne's Department of Fire -Rescue. Medical Director must perform all services to Key Biscayne in the same manner as provided to the City, in addition to the following responsibilities: Page 16 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB 1. Review of ALS incidents (report review and crew remediation if necessary) and completion of the Quality Assurance Form; 2. Review BLS incidents (report review and crew remediation if necessary); 3. Meet monthly with EMS Captain or Department Designee; and 4. Meet bi-annually with the Deputy Fire Chief. MINIMUM QUALIFICATIONS FOR MEDICAL DIRECTOR / CHIEF MEDICAL OFFICER The Medical Director must meet the following minimum qualifications: 1. Be a Florida licensed Medical Doctor ("M.D.") or Doctor of Osteopathy ("D.O."); 2. Board certified and residency trained in Emergency Medicine with a minimum of five (5) years' experience as a physician in an Emergency Department in the past five (5) years; 3. Possess an Advanced Cardiac Life Support ("ACLS") and Advanced Trauma Life Support ("ATLS") provider certification, be a Pediatric Advanced Life Support (PALS) provider; 4. Shall possess education and/or experience in EMS education; 5. Possess a minimum of five (5) years' experience as an EMS Medical Director in the State of Florida or five (5) years as an Assistant Medical Director in the State of Florida or (5) five years as an EMS Medical Director in a State other than Florida; 6. Be Drug Enforcement Administration (DEA) licensed for Schedule II, IV, and V controlled substances; 7. Satisfactorily fulfill all responsibilities and comply with all qualifications listed herein throughout the duration of the contract with the Health Trust; and 8. Must be available 24 hours/7 days a week by mobile phone or radio. TIER 2: ASSOCIATE MEDICAL DIRECTOR/ASSOCIATE CHIEF MEDICAL OFFICER The Health Trust and Chief Medical Officer/Medical Director shall designate an individual who will act as Associate Medical Director and who shall have the following responsibilities, at a minimum: 1. Report to EMS Medical Director /Chief Medical Officer; 2. Maintain familiarity with all equipment and medications carried on ALS units; all EMS protocols and policies; and, with federal, state, and local laws and administrative codes as they apply to EMS; Page 17 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB 3. Be knowledgeable and maintain skills in Disaster Management and in local, federal, and state disaster response plans; participate in MCI drills with Miami Fire Rescue (MFR); 4. Serve as Acting Medical Director/Chief Medical Officer during the Medical Director/Chief Medical Officer's absence; 5. If the Associate Medical Director assumes the responsibilities and duties of the Medical Director for a continuous period of thirty (30) calendar days or more, they shall be entitled to receive the same compensation, benefits, and privileges as those afforded to the Medical Director. This adjustment shall be applied retroactively to the first day of assuming the role of Medical Director, provided that the thirty (30)-day threshold is met. 6. Shall be responsible for the City of Miami Emergency Operations Center (EOC) ESF-8. Both Medical Director and Associate Medical Director shall be present at the EOC as required by the Fire Chief. The duration of which shall be determined by the Fire Chief or designee; 7. Respond to EMS scenes with EMS crews for training and quality management; 8. Review and approve EMT recertification course content; 9. Investigate new EMS equipment or treatments for adoption by MFR; 10. Participate in ALS classroom teaching (lectures or procedural skills) and course development; 11. Participate in development and revision of EMS medical protocols; 12. Participate in education and evaluation of new recruits during their probationary period; 13. Participate in medical control radio coverage at The Health Trust's location; 14. Develop an EMS research project with the Medical Director; 15. Medical Oversight of Specialty Teams — Dive Team, Technical Rescue Team (TRT), HazMat, SWAT; 16. Assist Quality Management (QM) officers with periodic QM newsletter; 17. Participate in Hazardous Materials response planning; 18. Attend meetings for: a) EMS Equipment Committee; b) MFR Curriculum Committee 19. Attend the following meetings periodically: a) MFR CQI Committee meetings; b) FOAM-D EMS Subcommittee; and c) Area hospital meeting Page 18 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB 20. Assist the Medical Director with the following: a) Liaison to local Emergency Departments on EMS issues; b) Participation in Continuous Quality Improvement program; c) Attendance and participation at State Bureau of EMS meetings; PAD Program; d) Orientation and assistance for Tier 4 Radio Physicians (residents); and e) Emergency Medical Dispatch oversight; MINIMUM QUALIFICATIONS FOR ASSOCIATE MEDICAL DIRECTOR/ASSOCIATE CHIEF MEDICAL OFFICER The Associate Medical Director/Associate Chief Medical Officer must meet the following minimum qualifications: 1. Be a Florida -licensed M.D. or D.O.; 2. Be a United States ("US") residency -trained and board certified in Emergency Medicine; 3. Be an Advanced Cardiac Life Support ("ACLS") certified and Advanced Trauma Life Support ("ATLS") and, Pediatric Advanced Life Support ("PALS") certified; 4. Possess a Minimum of five (5) years' experience in EMS -related duties; and 5. Satisfactorily fulfill all responsibilities and comply with all qualifications listed herein throughout the duration of the contract with the Health Trust. TIER 3: PRIMARY RESPONSE PHYSICIANS' GROUP (ON-LINE MEDICAL ADVISORS) The Health Trust shall designate a group of Primary Response Physicians (on-line Medical Advisors accessible by radio) who shall have the following responsibilities at a minimum: 1. Report to the Medical Director/Chief Medical Officer; 2. Monitor City of Miami Medical Channel radio traffic on a 24 hour per day, 365 days per year basis, either through direct radio response to each EMS call (no matter what the destination hospital), or by monitoring the Tier 4 physicians' response. Tier 3 Physicians shall have responsibility to immediately override any advice given by Tier 4 physicians that is not in accord with departmental protocols or standard of care for EMS; 3. Act in accordance with City EMS protocols, and medical policies and procedures; 4. Maintain a current knowledge of City EMS protocols and medical policies and procedures to the satisfaction of the Medical Director; duties; 5. Ride with City's EMS crew for a minimum of four (4) hours prior to assumption of Page 19 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB 6. Train with the Medical Director for the period designated by the Medical Director prior to assumption of duties; 7. Develop knowledge in the operation of the City's EMS system prior to assumption of duties; and 8. Develop knowledge of the City's EMS protocols (standing orders) prior to assumption of duties. MINIMUM QUALIFICATIONS FOR THE PRIMARY RESPONSE PHYSICIANS' GROUP (ON- LINE MEDICAL ADVISORS} The Primary Response Physicians Group must meet each of the following minimum qualifications: 1. Be a Florida licensed M.D. or D.O.; 2. Be an Advanced Cardiac Life Support ("ACLS") Provider; and 3. Possess Active medical staff privileges at a hospital, within the corporate limits of the City of Miami. TIER 4: FIRST RESPONSE RADIO PHYSICIAN GROUP The Health Trust shall designate a group of First Response Radio Physicians who shall have the following responsibilities at a minimum: 1. Monitor and respond to City of Miami Medical Channel radio traffic on a 24 hour per day, 365 days per year basis, with medically appropriate orders, and be available by radio to on -scene EMS personnel as a resource for treatment and/or transportation questions of an immediate nature; 2. Train with the Medical Director prior to assumption of duties; 3. Be available during a tour of duty at a hospital within the jurisdiction of the City of Miami to answer questions from, and interact with, City of Miami Fire -Rescue EMS crews in reference to their duties; 4. Maintain a current knowledge of City EMS protocols and medical policies and procedures to the satisfaction of the Medical Director; 5. Develop knowledge in the operation of the City's EMS system prior to assumption of duties; and 6. Develop knowledge in the City's EMS protocols (standing orders) prior to assumption of duties. MINIMUM QUALIFICATIONS FOR THE FIRST RESPONSE RADIO PHYSICIAN GROUP The First Response Radio Physicians must meet each of the following minimum qualifications: Page 20 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB 1. Possess active medical staff privileges, if individually licensed, or residency in good standing with an accredited training program, at a hospital within the corporate limits of the City of Miami; and 2. Possess a M.D. or D.O. with either an individual Florida Medical License or licensed under a hospital license for physicians in an accredited residency training program. Physicians in residence must have entered at least their Second (2nd) year of residency. ADDITIONAL DUTIES FOR THE HEALTH TRUST A. In addition to the foregoing, the Health Trust shall have the responsibility, at a minimum, to: 1. Remunerate the Medical Director, Associate Medical Director, and the physicians as per the fee proposal; 2. Schedule Tiers 3 and 4 physicians to ensure adequate coverage, and, prior to the first (1st) of every month, supply the City with a work schedule of the Tier 3 physicians for that month; 3. Document and supply education, training, and quality management for all physicians described in Tiers 3 and 4; 4. Provide such other administrative support, including office space, to Medical Director as may be required to perform the medical direction services. The Health Trust shall be responsible for maintenance of office space located in the Emergency Department. The office must be secure, private dedicated only for use by the Medical Director and Associate Medical Director. Provide the Medical Director and Associate Medical Director each with a portable computer and a desk top computer; 5. To the extent appropriate, support legal services such as: limited case review, as may be required by the Medical Director in the performance of their responsibilities. This includes consulting mechanism for ECG interpretation. The Health Trust shall maintain in real time electrical ECG transmission service for online medical consultation; and 6. Comply with the below listed requirements and all applicable Health Insurance Portability and Accountability Act of 1996 ("HIPAA") requirements as they pertain to Miami Fire - Rescue ("MFR") patients and those patient's medical records. B. The Health Trust, including their agents, servants, subcontractors and employees, shall carry out its obligations under this Interlocal Agreement in compliance with the privacy regulations of HIPAA as amended from time to time, and the regulations promulgated therein, in order to protect the privacy of all individually identifiable Protected Health Information ("PHI") that is created, received, collected, processed or learned as a result of the services provided pursuant to this Interlocal Agreement. In conformity therewith, the Health Trust shall agree that he/her and their agents, servants, subcontractors, and employees shall: 1. Not use or further disclose PHI except as permitted under this Interlocal Agreement or required by law; Page 21 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB 2. Use appropriate safeguards to prevent use or disclosure of PHI except as permitted by this Interlocal Agreement and shall not use or further disclose PHI in a manner that would violate HIPAA's requirements if done by Miami Fire -Rescue; 3. As soon as reasonably practical, report to MFR any use or disclosure of PHI not provided for by this Interlocal Agreement of which The Health Trust becomes aware, and mitigate, to the extent possible, any harmful effect of such use or disclosure of PHI; 4. Ensure that any business associates, agents or subcontractors, to whom The Health Trust provides PHI, or who have access to PHI, agree to the same restrictions, terms, and conditions that apply to The Health Trust with respect to such PHI; 5. Make PHI available to MFR and to individuals who have a right of access to information under HIPAA; 6. Shall provide the City of Miami patient demographic information for purpose of billing; 7. Incorporate any amendments to PHI in accordance with HIPAA when notified to do so by MFR; and 8. Provide an accounting to the City's authorized representative of all uses or disclosures of PHI made by the Health Trust, in accordance with HIPAA, within sixty (60) days. C. At the termination or expiration of this Interlocal Agreement, The Health Trust shall return to MFR all PHI received, from or created or received by The Health Trust on behalf of MFR that The Health Trust still maintains in any form and shall not retain copies of such information. If such return is not feasible, The Health Trust shall continue to protect such PHI in accordance with this Interlocal Agreement and HIPAA, and must limit further uses and disclosures of such PHI for those purposes that made the return of such PHI not feasible. D. Except as otherwise limited in an Interlocal Agreement, The Health Trust may use or disclose PHI to perform functions, activities, or services for, or on behalf of, the City as specified in the Interlocal Agreement, provided that such use or disclosure would not violate HIPAA' s requirements if done by MFR. E. The Health Trust may, if necessary, use and disclose PHI for the proper management and administration of The Health Trust or to carry out the legal responsibilities of the Health Trust. However, in order to disclose PHI: 1. The disclosure must be required by law; or 2. The Health Trust must obtain reasonable assurances from the person to whom the information is disclosed that it will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person; and 3. The person must notify The Health Trust of any instances of which it is aware in which the confidentiality of the information has been breached; Page 22 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB 4. The Health Trust shall protect, defend, reimburse, indemnify, and hold the City, its' agents, employees and elected officers, harmless from and against all claims, liability, expense, loss, cost, penalties, damages or causes of action of every kind or character, including attorney's fees and costs, whether at trial or appellate levels or otherwise, arising as a result of any disclosure of protected health information due to the actions or inactions of the Health Trust. DUTIES OF THE CITY The City shall have the responsibility to: 1. Pay the Health Trust, as compensation for services, the negotiated dollar amount; 2. Ensure that all paramedical and Emergency Medical Technician personnel assigned to advanced life support vehicles are approved by the Medical Director/Chief Medical Officer and the Department of Fire- Rescue; 3. Provide the Medical Director/Chief Medical Officer a list of equipment carried on the advanced life support vehicles which shall be in accordance with the equipment required by regulations of the Department of Health and Chapter 401 of the Florida Statues; 4. Carry said equipment on all EMS vehicles used. In the event the Medical Director/Chief Medical Officer determines that the equipment listed does not meet the requirements of the regulations, the City agrees that it will immediately take the necessary action to bring the equipment carried on the advanced life support vehicles into compliance with the regulations; 5. Support the Medical Director/Chief Medical Officer by providing the personnel (paramedic, EMTs, EMDs), to support protocol development and review in conjunction with the Medical Director, and to provide Quality Assurance review in each division in keeping with regulations of the Department of Health, Florida Administrative Code 64-E, and Florida Statute 401. Necessary support positions to include those of Assistant Fire Chief of EMS, Deputy of EMS, Occupational Health RN, two full-time Paramedic Instructors, of two (2) full-time Quality Management ("QM") Officers, and sufficient training personnel to provide twenty- four (24) hours per week of medical educational support in addition to that provided by the Paramedic Instructor and QM Officers. In addition, a full-time Quality Assurance Officer for Emergency Medical Dispatch must be assigned, and sufficient part-time personnel for Quality Assurance reviews, dispatcher education, and other requirements to meet national certification standards of the Medical Priority Dispatch System. Assignment of specific support personnel is subject to the approval by a Selection Committee with Representatives from MFR Labor and Management. The Medical Director/Chief Medical Officer or their designee will be a part of this Selection Committee; 6. Provide and maintain a radio communication system that assures effective and un- interrupted radio communication capability between EMS personnel and the designated radio physician; 7. Support, to the extent appropriate, legal services such as limited case review as may be required by the Medical Director/Chief Medical Officer in the performance of their responsibilities; 8. Provide remote access to Fire -Rescue Computer Aided Dispatch ("CAD") and Records Management System ("RMS"); Page 23 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB 9. Have the City of Miami Fire Rescue Chief or Designee to make the final decision on the selection of the Medical Director/Chief Medical Officer and the Associate Medical Director/Associate Medical Officer. The Fire Chief or Designee retains discretion to override minimum requirements and; 10. Provide the Medical Director and Associate Medical Director radios for communication, uniforms, and ID Badges. Additionally, provide secure hotspot Wi-Fi services. Page 24 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB EXHIBIT B COMPENSATION Upon execution, this fee proposal will remain unchanged for 5 years. Should this lnterlocal Agreement be extended on a month -to -month basis, the compensation may be revised by mutual agreement by the City and the Health Trust. EMS medical direction services will be provided by the Emergency Care Center of Jackson Memorial Hospital in consideration of the following: Year 1-5 $340,717 $327,779 $12,938 Contract Cost (Base Contract Fee) City of Miami component Village of Key Biscayne component All costs include the costs of staffing the Medical Director and positions at the levels outlined all administrative services, all facilities and materials necessary for the duties outlined, and all program supervision costs. Base Contract Year 1-5 Med. Director's Stipend, Miami (MFR) $164,622 Village of Key Biscayne (KBFR) $7,878 Sub -Total $172,500 Associate Medical Director Stipend, MFR $75,900 KBFR component $1,725 Sub -Total $77,625 Radio Physicians Stipend (Tier 3), MFR $77,570 KBFR component $3,022 Sub -Total $80,592 Miscellaneous Expenses Membership, travel expenses. Training materials, certifications, etc.) MFR $9,687 KBFR component $313 Sub -Total $10,000 Annual total MFR component $327,779 KBFR component $12,938 TOTAL $340,717 Page 25 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB EXHIBIT C Insurance Requirements Please refer to Section 15 of this Interfocal Agreement Page 26 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB EXHIBIT D CORPORATE RESOLUTIONS AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be prov➢ded upon document execution) (if applicable) Page 27 of 27 Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, 1 declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: Public Heallttb' 1 ust of Miami -Dade County Name: Carlos Migoya 1 ! Officer Title: CEO Signature of Officer: Office Address: 1611 NW 12th Averki Miami, FL 33136 Email Address: Main Phone Number: FEIN No. / - / / / / / / STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was sworn to and subscribed before me by means of physical presence or O online notarization, this 21,_ day of ,4,-r 4-BBC by riGit JOSIL4 5v, , as the authorized officer or representative for the nongovernmental entity.. He/she is na soy kno�to me or has produced' as identification. (NOTARY PUBLIC SEAL) My Commission Expires: th (Printed, Typed, or Stamped Name of Notary Public) # atY' `• MAFTTEE MANOAH I ; . ‘ Notary Public • State of Florida Commission at HH 707252 `o fl My Comm, Expires Aug 25, 2029 I Bonded through National Notary Assn. Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB EXHIBIT AFFIDAVIT-1 SECTION 787.06, FLORIDA STATUTES (2024) Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB Select Year: 2024 v The 2©24 Florida Statutes Go Title Chapter 787 View Entire XLVI KIDNAPPING; CUSTODY OFFENSES; HUMAN TRAFFICKING; AND RELATED Chapter CRIMES OFFENSES 787.06 Human trafficking.— (1 )(a) The Legislature finds that human trafficking is a form of modern-day slavery. Victims of human trafficking are young children, teenagers, and adults. Thousands of victims are trafficked annually across international borders worldwide. Many of these victims are trafficked into this state. Victims of human trafficking also include citizens of the United States and those persons trafficked domestically within the borders of the United States. The Legislature finds that victims of human trafficking are subjected to force, fraud, or coercion for the purpose of sexual exploitation or forced labor. (b) The Legislature finds that while many victims of human trafficking are forced to work in prostitution or the sexual entertainment industry, trafficking also occurs in forms of labor exploitation, such as domestic servitude, restaurant work, janitorial work, sweatshop factory work, and migrant agricultural work. (c) The Legislature finds that traffickers use various techniques to instill fear in victims and to keep them enslaved. Some traffickers keep their victims under Lock and key. However, the most frequently used practices are less obvious techniques that include isolating victims from the public and family members; confiscating passports, visas, or other identification documents; using or threatening to use violence toward victims or their families; telling victims that they will be imprisoned or deported for immigration violations if they contact authorities; and controlling the victims' funds by holding the money ostensibly for safekeeping. (d) It is the intent of the Legislature that the perpetrators of human trafficking be penalized for their illegal conduct and that the victims of trafficking be protected and assisted by this state and its agencies. In furtherance of this policy, it is the intent of the Legislature that the state Supreme Court, The Florida Bar, and relevant state agencies prepare and implement training programs in order that judges, attorneys, law enforcement personnel, investigators, and others are able to identify traffickers and victims of human trafficking and direct victims to appropriate agencies for assistance. It is the intent of the Legislature that the Department of Children and Families and other state agencies cooperate with other state and federal agencies to ensure that victims of human trafficking can access social services and benefits to alleviate their plight. (2) As used in this section, the term: (a) "Coercion" means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB 7. Providing a controlled substance as outlined in Schedule I or Schedule II of s. 893.03 to any person for the purpose of exploitation of that person. (b) "Commercial sexual activity" means any violation of chapter 796 or an attempt to commit any such offense, and includes sexually explicit performances and the production of pornography. (c) "Financial harm" includes extortionate extension of credit, loan sharking as defined in s. 687.071, or employment contracts that violate the statute of frauds as provided in s. 725.01. (d) "Human trafficking" means transporting, soliciting, recruiting, harboring, providing, enticing, maintaining, purchasing, patronizing, procuring, or obtaining another person for the purpose of exploitation of that person. (e) "Labor" means work of economic or financial value. (f) "Maintain" means, in relation to labor or services, to secure or make possible continued performance thereof, regardiess of any initial agreement on the part of the victim to perform such type service. (g) "Obtain" means, in relation to labor, commercial sexual activity, or services, to receive, take possession of, or take custody of another person or secure performance thereof. (h) "Services" means any act committed at the behest of, under the supervision of, or for the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of organs. (i) "Sexually explicit performance" means an act or show, whether public or private, that is live, photographed, recorded, or videotaped and intended to arouse or satisfy the sexual desires or appeal to the prurient interest. (j) "Unauthorized alien" means an alien who is not authorized under federal taw to be employed in the United States, as provided in 8 U.S.C. s. 1324a(h)(3). The term shall be interpreted consistently with that section and any applicable federal rules or regulations. (k) "Venture" means any group of two or more individuals associated in fact, whether or not a legal entity. (3) Any person who knowingly, or in reckless disregard of the facts, engages in human trafficking, or attempts to engage in human trafficking, or benefits financially by receiving anything of value from participation in a venture that has subjected a person to human trafficking: (a)1. For tabor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Using coercion for commercial sexual activity of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (c)1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for tabor or services of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s, 775,082, s. 775.083, or s. 775.084. (d) Using coercion for commercial sexual activity of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (e)1. For labor or services who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775,082, s. 775.083, or s. 775.084. 2. Using coercion for tabor or services who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (f)1. For commercial sexual activity who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable by imprisonment for a term of years not exceeding life, or as provided in s. 775.082, s. 775.083, or s. 775.084. Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB 2. Using coercion for commercial sexual activity who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (g) For commercial sexual activity in which any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age, or in which any person who is mentally defective or mentally incapacitated as those terms are defined in s. 794.011(1), is involved commits a life felony, punishable as provided in s. 775.082(3)(a)6., s. 775.083, or s. 775.084. For each instance of human trafficking of any individual under this subsection, a separate crime is committed and a separate punishment is authorized. (4)(a) Any parent, legal guardian, or other person having custody or control of a minor who sells or otherwise transfers custody or control of such minor, or offers to sell or otherwise transfer custody of such minor, with knowledge or in reckless disregard of the fact that, as a consequence of the sale or transfer, the minor will be subject to human trafficking commits a life felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Any person who, for the purpose of committing or facilitating an offense under this section, permanently brands, or directs to be branded, a victim of an offense under this section commits a second degree felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. For purposes of this subsection, the term "permanently branded" means a mark on the individual's body that, if it can be removed or repaired at all, can only be removed or repaired by surgical means, laser treatment, or other medical procedure. (5) The Criminal Justice Standards and Training Commission shall establish standards for basic and advanced training programs for law enforcement officers in the subjects of investigating and preventing human trafficking crimes. Every basic skills course required for law enforcement officers to obtain initial certification must include training on human trafficking crime prevention and investigation. (6) Each state attorney shall develop standards of instruction for prosecutors to receive training on the investigation and prosecution of human trafficking crimes and shalt provide for periodic and timely instruction. (7) Any real property or personal property that was used, attempted to be used, or intended to be used in violation of this section may be seized and shall be forfeited as provided by the Florida Contraband Forfeiture Act. After satisfying any liens on the property, the remaining proceeds from the sale of any property seized under this section and owned by a defendant convicted of a violation of this section must first be allocated to pay any order of restitution of a human trafficking victim in the criminal case for which the owner was convicted. If there are multiple human trafficking victims in the criminal case, the remaining proceeds must be allocated equally among the victims to pay restitution. If the proceeds are sufficient to pay any such order of restitution, any remaining proceeds must be disbursed as required by s. 932.7055(5)-(9). (8) The degree of an offense shall be reclassified as follows if a person causes great bodily harm, permanent disability, or permanent disfigurement to another person during the commission of an offense under this section: (a) A felony of the second degree shall be reclassified as a felony of the first degree. (b) A felony of the first degree shall be reclassified as a life felony. (9) In a prosecution under this section, the defendant's ignorance of the victim's age, the victim's misrepresentation of his or her age, or the defendant's bona fide belief of the victim's age cannot be raised as a defense. (10)(a) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity, which is held by an agency, as defined in s. 119.011, is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution. This exemption applies to such confidential and exempt information held by an agency before, on, or after the effective date of the exemption. (b) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity may be provided to an agency, as defined in s. 119.011, as necessary to maintain health and safety standards and to address emergency situations in the residential facility. (c) The exemptions from s. 119.07(1) and s. 24(a), Art. I of the State Constitution provided in this subsection do not apply to facilities Licensed by the Agency for Health Care Administration. Docusign Envelope ID: E7CAB961-A18B-4A69-88DB-F5F56DD881BB (11) A victim's lack of chastity or the willingness or consent of a victim is not a defense to prosecution under this section if the victim was under 18 years of age at the time of the offense. (12) The Legislature encourages each state attorney to adopt a pro -prosecution policy for human trafficking offenses, as provided in this section. After consulting the victim, or making a good faith attempt to consult the victim, the state attorney shall determine the filing, nonfiling, or diversion of criminal charges even in circumstances when there is no cooperation from a victim or over the objection of the victim, if necessary. (13) When a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in this section. For purposes of this subsection, the term "governmental entity" has the same meaning as in s. 287.138(1). History.—s. 2, ch. 2004-391; s. 1, ch. 2006-168; s. 5, ch. 2012-97; s. 300, ch. 2014-19; s. 7, ch. 2014-160; s. 96, ch. 2015-2; s. 2, ch. 2015-147; s. 3, ch. 2016-24; s. 25, ch. 2016-105; s. 4, ch. 2016-199; s. 2, ch. 2020-49; s. 2, ch. 2021.189; s. 3, ch. 2023-86; s. 7, ch. 2024- 184. Copyright © 1995-2024 The Florida Legislature • Privacy Statement • Contact Us