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#25-8350 (S. Sandoval, M.D., LLC)
COLLIER COUNTY EMERGENCY SERVICES #25-8350 for DEPUTY MEDICAL DIRECTOR AGREEMENT IS DEPUTY MEDICAL DIRECTOR AGREEMENT made this H day of L e( , 2025, by and between, S. Sandoval, M.D. d/b/a S. Sandoval M.D., LLC, hereinafter referred to as DEPUTY MEDICAL DIRECTOR, and COLLIER COUNTY, FLORIDA, hereinafter referred to as the COUNTY(collectively referred to as the "Parties"). WITNESSETH: WHEREAS,the COUNTY is responsible for emergency services in Collier County, Florida; and WHEREAS, Section 401.265, Florida Statutes, requires the COUNTY as a basic and advanced life support service provider to employ a medical director; and WHEREAS, the County desires to employ a deputy medical director in order to aid the medical director in carrying out the duties of the office; and WHEREAS, the DEPUTY MEDICAL DIRECTOR is a duly licensed physician in the State of Florida who is specially trained in the field of emergency medicine; and WHEREAS, on February 7, 2025, the COUNTY issued Request for Proposal ("RFP") No. 25- 8350, "Medical Director and Deputy Medical Director," seeking proposals for interested parties wishing to serve as Deputy Medical Director to the Collier County Emergency Medical Services; and WHEREAS, a selection committee recommended that the Collier County Board of County Commissioners award RFP No. 25-8350 to the DEPUTY MEDICAL DIRECTOR and the Board approved that recommendation and is entering into this Agreement No. 25-8350 (the "Agreement") with the DEPUTY MEDICAL DIRECTOR to establish and memorialize their legal relationship under the terms and conditions set forth below. NOW THEREFORE, in consideration of the promises and mutual covenants hereinafter set forth,the Parties agree as follows: ARTICLE 1 - SERVICES The DEPUTY MEDICAL DIRECTOR's responsibility under this Agreement is to provide professional services as DEPUTY Medical Director for the COUNTY in accordance with Chapter 401, Florida Statutes and Chapter 64-J-1, Florida Administrative Code, Rules of the Department of Health, as more specifically set forth in the Scope of Work and specifications detailed in Article 3. ARTICLE 2—AGREEMENT TERM AND RENEWAL The DEPUTY MEDICAL DIRECTOR shall commence services on the date first written above and provide services for a three (3) year period from the above date. The County may, at its discretion and with the consent of the DEPUTY MEDICAL DIRECTOR, renew the Agreement Page 1 of 28 under all of the terms and conditions contained herein for three (3) additional two-year renewal periods. The County shall give the DEPUTY MEDICAL DIRECTOR written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. Renewal shall be based on satisfactory performance, mutual acceptance and determination that the contract is in the best interest of the COUNTY. ARTICLE 3—SCOPE OF WORK This Agreement is personal to the DEPUTY MEDICAL DIRECTOR, and as such the duties set forth herein cannot be delegated or assigned except as expressly permitted by Chapter 401, Florida of Health or as Statutes and Chapter 64-J-1, Florida Administrative Code, Rules of the pDepartment otherwise provided in this Agreement. is The DEPUTY MEDICAL DIRECTOR shall provide services in accordance with the terms and conditions of Request for Proposal No. 25-8530, including all attachments, Exhibits and Addenda and the DEPUTY MEDICAL DIRECTOR's proposal, which are all made an integral part of this ( Agreement. The DEPUTY MEDICAL DIRECTOR shall also provide services in accordance with attached E Exhibit A — Scope of Services. This does not limit duties to those specified requirements, which may be subject to revision/addition/deletion upon written agreement by the Parties. If for any reason the Medical Director is unavailable whether by termination of his contract, scheduled vacation or personal emergency, the DEPUTY MEDICAL DIRECTOR shall assume the duties of the Medical Director until further notice. Article 18 may be utilized if an increase in duties is necessary for more than 31 days. This Agreement contains the entire understandingbetween the Parties and anymodifications to this g Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. ARTICLE 4—PAYMENTS TO DEPUTY MEDICAL DIRECTOR The COUNTY shall pay the DEPUTY MEDICAL DIRECTOR the sum of $125,000 per annum, as full compensation for the services rendered herein and no other compensation. (see attached Exhibit "B" —Fee Schedule). The DEPUTY MEDICAL DIRECTOR shall not be eligible for any employee benefits other than this compensation. This sum shall be paid to the DEPUTY MEDICAL DIRECTOR in twelve (12) equal monthly payments commencing with the effective date of the Agreement, with each monthly payment being payable by the l Oth of each month. The rate of annual compensation shall remain firm for the initial term of the Agreement. is ARTICLE 5—REPORTING/ANNUAL PERFORMANCE EVALUATION The DEPUTY MEDICAL DIRECTOR shall report to the County Manager or designee for the day-to-day performance of services as DEPUTY MEDICAL DIRECTOR as more specifically defined in this Agreement and as set forth in Section 401.265,Florida Statutes. The DEPUTY MEDICAL DIRECTOR will prepare and submit a performance self-assessment along Page 2 of 28 with proposed goals for the next year on an annual basis to the County Manager or designee no later than the first day of July of each year of the Agreement. The County Manager or designee will review the DEPUTY MEDICAL DIRECTOR's self-assessment and provide a copy to the Board of County Commissioners for its consideration. Any performance issue(s) will be taken to the Board of County Commissioners. An updated performance evaluation plan may be developed in good faith between the DEPUTY MEDICAL DIRECTOR and the County Manager or designee and adopted prior to November Pt of each year for implementation in the next year. ARTICLE 6—TERMINATION This Agreement is subject to termination without cause by either party to this Agreement upon sixty (60) days written notice. Such notice shall be forwarded by registered mail to the addresses set forth in Article 19. This Agreement is subject to immediate termination for cause in the event: (a) The DEPUTY MEDICAL DIRECTOR fails or refuses to prosecute the Work or any severable part, with the diligence that will ensure its completion within the time specified by the COUNTY; (b) The DEPUTY MEDICAL DIRECTOR violates law, ordinances, rules, regulations or any governmental authority having jurisdiction; (c) The DEPUTY MEDICAL DIRECTOR materially breaches any of the provisions of this Agreement. ARTICLE 7—AVAILABILITY OF FUNDS The COUNTY's performance and obligation to pay under this Agreement and any renewal term(s) is contingent upon an annual appropriation for its purpose by the Board of County Commissioners. ARTICLE 8—INSURANCE A. Coverage is afforced under the COUNTY'S SELF-INSURED RETENTION PLAN and SPECIFIC EXCESS INSURANCE POLICY as follows: SELF-INSURED RETENTION PLAN $300,000 each occurrence SPECIFIC EXCESS INSURANCE POLICY $2,000,000 each occurrence combined single limit Coverage is afforded to the MEDICAL DIRECTOR and the DEPUTY MEDICAL DIRECTOR by endorsement. Coverage for back-up physicians shall be subject to the prior approval of the COUNTY'S insurance underwriters. B. Additional Malpractice Coverage shall also be afforded by the COUNTY hereunder as has Page 3 of 28 been historically provided by COUNTY to MEDICAL DIRECTOR and DEPUTY MEDICAL DIRECTOR for activities while riding with crew members of EMS vehicle as required by this Agreement and by State law. C. The COUNTY reserves the right but not the obligation topurchase separate liabilityinsurance g g P i' on behalf of the MEDICAL DIRECTOR, DEPUTY MEDICAL DIRECTOR, and back-up physicians in lieu of providingthe coverage as mentioned above. Such insurance will be pY � � g limited to those matters arising out of this Agreement. D. The requirements contained herein are not intended to and shall not in any manner limit the liabilities and obligations assumed by the MEDICAL DIRECTOR and DEPUTY MEDICAL DIRECTOR under this Agreement. ARTICLE 9—REMEDIES is This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement shall be held in a court of competent jurisdiction in and for Collier County, Florida. ARTICLE 10—CONFLICT OF INTEREST The DEPUTY MEDICAL DIRECTOR shall at all times act in the COUNTY'S best interest. Nothing in this Agreement shall be interpreted as preventing the DEPUTY MEDICAL DIRECTOR from operating any other business or being similarly employed with any other lawfully licensed emergency medical service. However, the DEPUTY MEDICAL DIRECTOR shall not accept any employment or enter into any contractual relationship that would create a conflict between such interest and the performance of its duties hereunder. To that end, the DEPUTY MEDICAL DIRECTOR shall promptly notify the COUNTY'S representative, in writing, by certified mail, of all other employment, business association, interest or other circumstance which DEPUTY MEDICAL DIRECTOR is engaged in throughout the term of this Agreement. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the DEPUTY MEDICAL DIRECTOR is engaged in or may undertake and request an opinion from the COUNTY as to whether the association, interest or circumstance would, in the opinion of the COUNTY, constitute a conflict of interest if entered into by the DEPUTY MEDICAL DIRECTOR. The COUNTY agrees to notify the DEPUTY MEDICAL DIRECTOR of its opinion by certified mail within thirty (30) days of receipt of notification by the DEPUTY MEDICAL DIRECTOR. If in the opinion of the COUNTY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the DEPUTY MEDICAL DIRECTOR, the COUNTY will so state in the notification and the DEPUTY MEDICAL DIRECTOR shall, at is option, continue or enter into said association, interest or circumstance and it shall be deemed not a conflict of interest with respect to services provided to the COUNTY by the DEPUTY MEDICAL DIRECTOR under the terms of this Agreement. The DEPUTY MEDICAL DIRECTOR further represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, and that no persons having any such interest shall be employed to perform the services required under the Agreement. Nothing in this Agreement shall be interpreted as preventing the DEPUTY MEDICAL DIRECTOR, a contractual employee of the COUNTY, from being employed in any other capacity, -i. Page 4 of 28 including, but not limited to the operation of a medical practice, the employment as a staff member of any hospital, or the serving as a DEPUTY MEDICAL DIRECTOR for any other lawfully licensed emergency medical service so long as it doesn't interfere with the performance of the Scope of Services required by this Agreement. ARTICLE 11 —DISCLOSURE AND OWNERSHIP OF DOCUMENTS The DEPUTY MEDICAL DIRECTOR shall deliver to the COUNTY'S representative for approval and acceptance, and before being eligible for final payment of any amounts due under this Agreement, all documents and materials prepared by and for the COUNTY. The COUNTY and the DEPUTY MEDICAL DIRECTOR shall comply with the provisions of Chapter 119, Florida Statutes(Public Records Law), HIPAA, HITECH, HIPAA Regulations, and any other applicable law relating to records and/or confidentiality of records. Finally, the DEPUTY MEDICAL DIRECTOR shall execute the COUNTY's standard Business Associate Agreement. (see attached Exhibit"D"). All covenants, agreements, representations and warranties made herein, or otherwise made in writing by any Party hereto, including but not limited to any representations made herein relating to disclosure or ownership of documents, shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. ARTICLE 12—INDEPENDENT CONTRACTOR RELATIONSHIP The DEPUTY MEDICAL DIRECTOR is, and shall be, in the performance of all work services and activities under this Agreement, an Independent Contractor, and not an employee, or servant of the COUNTY. All persons engaged in any of the work or services performed pursuant to this Agreement shall at all times, and in all places, be subject to the DEPUTY MEDICAL DIRECTOR'S sole direction, supervision, and control. The DEPUTY MEDICAL DIRECTOR shall exercise control over the means and manner in which it and its employees,agents, subcontractors, and any back-up physicians that perform the work under this Agreement; and in all respects the MEDICAL DIRECTOR'S relationship, and the relationship of its employees, agents, subcontractors, and back-up physicians, to the COUNTY shall be that of an Independent Contractor and not as employees or agents of the COUNTY. The DEPUTY MEDICAL DIRECTOR and any back-up physicians shall comply with all COUNTY policies concerning conduct and security when performing services hereunder. The DEPUTY MEDICAL DIRECTOR does not have the power or authority to bind the COUNTY in any promise, agreement or representation other than specifically provided for in this Agreement. ARTICLE 13—LEGAL EXPENSES OF THE MEDICAL DIRECTOR The County agrees to provide or reimburse the DEPUTY MEDICAL DIRECTOR for any reasonable legal expenses and costs incurred by the DEPUTY MEDICAL DIRECTOR in the performance of his reasonable duties or resulting from his holding of the Deputy Medical Director's position and title, including without limitation expenses and costs associated with legal opinions or assistance needed in the interpretation, application and compliance with statutes, ordinances and administrative regulations(e.g., Chapter 401, Chapter 119 and F.A.C. 64-J-1, and litigation expenses). Page 5 of 28 ARTICLE 14—ENFORCEMENT COSTS If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, each Party shall bear its own attorneys' fees and costs. ARTICLE 15—AUTHORITY TO PRACTICE The DEPUTY MEDICAL DIRECTOR hereby represents and warrants that the DEPUTY MEDICAL DIRECTOR has and will continue to maintain all licenses and approvals required to conduct business, and that the DEPUTY MEDICAL DIRECTOR will at all times conduct business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the County Manager or designee upon request. The DEPUTY MEDICAL DIRECTOR further represents and warrants that she will continue to maintain the requisite qualifications, knowledge and experience required of a medical director by Section 401.265, Florida Statutes and Rule 64J-1.004, F.A.C., and any other applicable laws and regulations. ARTICLE 16—SEVERABILITY If any term or provisions of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provisions to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. ARTICLE 17—ENTIRETY OF CONTRACTUAL AGREEMENT The COUNTY and the DEPUTY MEDICAL DIRECTOR agree that this Agreement sets forth the entire agreement between the Parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered, except by written instrument executed by the Parties. ARTICLE 18—MODIFICATIONS OF WORK The COUNTY reserves the right to make changes in the Scope of Work, including alterations, reductions therein or additions thereto. Upon receipt by the DEPUTY MEDICAL DIRECTOR of the COUNTY's notification of a contemplated change, the DEPUTY MEDICAL DIRECTOR shall, in writing, provide a detailed estimate for the increase or decrease in cost due to the contemplated change. If the COUNTY so instructs in writing, the DEPUTY MEDICAL DIRECTOR shall suspend work on that portion of the Scope of Work affected by a contemplated change, pending the COUNTY's decision to proceed with the change. If the COUNTY elects to make the change, the COUNTY shall initiate an Agreement Amendment and the DEPUTY MEDICAL DIRECTOR shall not commence work on any such change until such written amendment is signed by both Parties. Page 6 of 28 ARTICLE 19—NOTICE All notices required in this Agreement shall be deemed duly served if sent by U.S. certified mail, return receipt requested, or emailed to the Parties' representatives at the below designated addresses: Bruce Gastineau Chief—Collier Emergency Medical Services 8075 Lely Cultural Parkway, Suite 267 Naples, FL 34113 Tel: 239-252-3757 E-Mail: Bruce.Gastineau@colliercountyfl.gov County Administrative Agent: Kristofer Lopez Tel: 239-252-5551 E-Mail: Kristofer.Lopez@colliercountyfl.gov And if sent to the DEPUTY MEDICAL DIRECTOR: S. Sandoval, MD,LLC., Deputy Medical Director 8300 Collier Blvd. Naples, FL 34114 Tel: 805-223-3205 E-Mail: sarisand3@gmail.com ARTICLE 20—REGULATIONS; LICENSING REQUIREMENTS; COMPLIANCE WITH LAWS The DEPUTY MEDICAL DIRECTOR shall comply with all laws, ordinances and regulations applicable to the services contemplated herein, to include those applicable to conflict of interest and collusion. DEPUTY MEDICAL DIRECTOR is presumed to be familiar with all federal, State and local laws, ordinances, codes and regulations that may in any way affect the services offered. The DEPUTY MEDICAL DIRECTOR shall keep all required licenses and corporate records current throughout the term of this Agreement, and shall on request provide proof thereof. By executing and entering into this Agreement, the DEPUTY MEDICAL DIRECTOR is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended, as well as the requirements set forth in Florida Statutes, §448.095; taxation, workers' compensation, equal employment and safety including, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b)as stated as follows: Page 7 of 28 IT IS THE CONTRACTOR'S [DEPUTY MEDICAL DIRECTOR] DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. IF THE CONTRACTOR [DEPUTY MEDICAL DIRECTOR] HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT SHOULD CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples,FL 34112-5746 Telephone: (239)252-8999 Email: PublicRecordRequest(a colliercountvfl.2ov The Contractor [DEPUTY MEDICAL DIRECTOR] must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency 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 this chapter 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 Contractor [DEPUTY MEDICAL DIRECTOR] does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor [DEPUTY MEDICAL DIRECTOR] or keep and maintain public records required by the public agency to perform the service. If the Contractor [DEPUTY MEDICAL DIRECTOR] transfers all public records to the public agency upon completion of the contract, the Contractor [DEPUTY MEDICAL DIRECTOR] shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor [DEPUTY MEDICAL DIRECTOR] keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. Page 8 of 28 All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor [DEPUTY MEDICAL DIRECTOR] observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the Contractor [DEPUTY MEDICAL DIRECTOR] to comply with the laws referenced herein shall constitute a breach of this Agreement and the COUNTY shall have the discretion to unilaterally terminate this Agreement immediately. ARTICLE 21 —NO IMPROPER USE The DEPUTY MEDICAL DIRECTOR will not use, nor suffer or permit any person to use in any manner whatsoever, COUNTY facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, State, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the DEPUTY MEDICAL DIRECTOR or if the COUNTY or its authorized representative shall deem any conduct on the part of the DEPUTY MEDICAL DIRECTOR to be objectionable or improper,the COUNTY shall have the right to suspend the Agreement of the DEPUTY MEDICAL DIRECTOR. Should the DEPUTY MEDICAL DIRECTOR fail to correct any such violation, conduct, or practice to the satisfaction of the COUNTY within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension shall continue until the violation is cured. The DEPUTY MEDICAL DIRECTOR further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the COUNTY. ARTICLE 22—NO DISCRIMINATION The DEPUTY MEDICAL DIRECTOR agrees that there shall be no discrimination as to race, sex, color, creed or national origin or any other class protected by federal or Florida law. ARTICLE 23—AGREEMENT ADMINISTRATION This Agreement shall be administered on behalf of the COUNTY by Collier County Emergency Medical Services Division. ARTICLE 24—COMPONENT PARTS OF THIS AGREEMENT This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: RFP No. 25-8350 and any Addendums thereto, DEPUTY MEDICAL DIRECTOR's Proposal, Insurance Certificate(s), Exhibit "A" — Scope of Services, Exhibit "B" — Fee Schedule, Exhibit "C" — Affidavit Regarding Labor and Servies, and Exhibit"D"—Business Associate Agreement(collectively,the"Contract Documents"). Page 9 of 28 ARTICLE 25—DISPUTE RESOLUTION Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the Parties, the Parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by the DEPUTY MEDICAL DIRECTOR and his representatives with full decision-making authority and by the COUNTY's staff person who will make the presentation of any settlement reached during negotiations to COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the Parties arising out of this Agreement, the Parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of the DEPUTY MEDICAL DIRECTOR with full decision-making authority and by COUNTY's staff person who would make the presentation of any settlement reached at mediation to COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder,the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. ARTICLE 26—ORDER OF PRECEDENCE In the event of any conflict between or among the terms of any of the Contract Documents,the terms of the RFP, the DEPUTY MEDICAL DIRECTOR's Proposal and/or the County's Board approved Executive Summary,the Contract Documents shall take precedence. IN WITNESS WHEREOF,the Board of County Commissioners of Collier County, Florida, and the MEDICAL DIRECTOR have executed this Agreement effective as of the day and year above written. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel COLLIER COUNTY, FLORIDA Clerk of the Circuit Court and Comptroller By. 41 By: „Attes as tye vrn Burt . Saunders Chairman signature oNy ' Ap o ed f a d legality: Sco t R. Teach Deputy County Attorney `6T`+ Page 10 of 28 FIRST WITNESS: DEPUTY MEDICAL DIRECTOR S. doval,M LLC. • By: �jvt� ariely Sandoval,M.D. li Its Manager Print Name:-- "„._, ,CA9 S 'ONI WITNESS Print Name: \N\'LC.A.A.CL- ?bS t • �1v Page 11 of 28 {-' Exhibit A Scope of Services 0■ Following this page [] This exhibit is not applicable is is 1 is is fi Page 12 of 28 Exhibit A- Scope of Work Agreement # 25-8350—"Medical Director and Deputy Medical Director" In accordance with Section 401.265,Florida Statutes, responsibilities for Deputy Medical Director include: (1) The Deputy Medical Director's responsibility is to provide professional services in conjunction with the Medical Director in accordance with Chapter 401, Florida Statues, and Chapter 64-J-1, Florida Administrative Code, and the Rules of the Department of Health. (2) The scope of services for the Deputy Medical Director shall be in support of and to further the duties of the Medical Director. If for any reason the Medical Director is unavailable whether by termination of his/her contract, scheduled vacation or personal emergency, the Deputy Medical Director shall assume the duties of the Medical Director until further notice. Requirement and Qualifications of the Deputy Medical Director include: 1. When the Medical Director is unavailable, the Deputy Medical Director must attend the quarterly scheduled emergency medical services meeting where discussions will involve patient care, quality, mandated Paramedic and EMT training. Paramedic requirements. addition or deletion of equipment available to Paramedics and EMT's.Ample notice for all such meetings will be supplied by the County Manager or designee. 2. Be available as back-up,as needed,during times when the Medical Director is absent due to a scheduled vacation or personal emergency or schedule and ensure that an approved back-up physician is available. 3. Deputy Medical Director shall observe on an EMS vehicle a minimum of ten(10)hours annually or as otherwise expressly required by state law to evaluate the skills and maintain a working relationship with EMT's, assigned Paramedics. and probationary Paramedics. 4. As part of the quality assurance committee, Deputy Medical Director shall assist the COUNTY with obtaining patient outcome information from local hospitals. 5. Deputy Medical Director shall participate in regular Quality Assurance meetings with Dispatch personnel. 6. Deputy Medical Director shall review and participate in the development of the Dispatch Protocols followed by COUNTY EMS. is 7. Deputy Medical Director shall participate in and direct EMS Advanced Cardiac Life Support (.ACLS) classes and shall assist the County and EMS Chief in arranging additional training to meet the needs of the community and the standards of care for the industry. The Deputy Medical Director shall, upon request of the County h7' P tY P q Manager or designee, evaluate COUNTY EMTs and Paramedical personnel during training exercises. Deputy Medical Director shall review and approve the content of EMS training for medical correctness at the request of the County Manager or designee. 8. Deputy Medical Director shall be physically present in the Collier County EMS Administrative Offices on as needed basis; in order to confer with the EMS Chief and other designated staff All official meetings attended by the Deputy Medical Director which have been approved by the EMS Chief, will be recognized as part of the normal job duties of Deputy Medical Director, 9. In the absence of the Medical Director, and as required under Chapter 401, Florida Statutes, and Chapter 64J 1. FA.C. the Deputy Medical Director shall develop, review and authorize use of ALS and BLS protocols which allow personnel to properly manage medical emergencies. Such protocols shall be specific in nature and shall provide for managing immediately life-threatening medical emergencies. In the absence of the Medical Director. Page 13 of 28 and as required by Section 401.265, Florida Statutes, and Rule 64J-1.004, F.A.C. the Deputy Medical Director shall also supervise and assume direct responsibility for the medical performance of all EMTs and paramedics ! operating for Collier County EMS, including both ground and aero medical personnel. is 10. Deputy Medical Director shall assist the Medical Director in the supervision and maintenance of a quality assurance program as required by Section 401.265, Florida Statutes and Rule 641-1.004 FA.C., to include spot- checking medical reports for completion and correctness. The quality assurance program must cover dispatch, field paramedics,EMT's and Flight Medics. 11. Deputy Medical Director may review and provide written affirmation of recertification training of COUNTY EMS EMT and Paramedic personnel in accordance with Section 401.2715(3),Florida Statutes, It is understood and agreed between the Parties that all of the legal duties and responsibilities of a Medical Director as set forth in Chapter 401,Florida Statutes, Rule 64J-1.004 F.A.C., and any other applicable laws and regulations, shall remain with the Medical Director at all times except during scheduled vacations or personal emergencies, when the Deputy Medical Director or other approved back-up physician is available pursuant to { and in accordance with Section 13 below. is 12. Back-up physicians may be used in lieu of the Medical Director and/or Deputy Medical Director upon approval of the County Manager or designee. Back-up physicians, when used, shall meet all of the qualifications for a medical director as set forth in Section 401.265. Florida Statutes and shall be at no additional cost to Collier County. 13. In the absence of the Medical Director,the Deputy Medical Director will coordinate the provision of coverage at all times not available during the term of this Agreement, during such times, backup coverage may include an approved back-up physician. 14. In support of the Medical Director, the Deputy Medical Director shall perform all other services required of a Medical Director and assume all legal duties and responsibilities of a Medical Director, as provided by Section 40 1, Florida Statutes, Chapter 64J-1 F.A.C. and any other applicable laws and regulations, all as may be amended from time to time. 15. Deputy Medical Director shall be available for consultation with the Director of Emergency Management during activations of the Collier County's Emergency Operations Center or imminent emergency situation to assist in a public health emergency, disaster, pandemic, or mass medical event. Such efforts shall be in coordination with the Public Health Director and not in conflict with public health statutory authority. 16. Deputy Medical Director shall receive prior approval from the County Manager or designee preceding any Collier County's communication with the media. 17. Deputy Medical Director shall maintain knowledge in a broad-based medical specialty such as emergency medicine, internal medicine, anesthesiology, or other surgical specialty, with demonstrated experience in pre- hospital care and hold an ACLS certification of successful course completion,or be board certified in emergency medicine. Page 14 of 28 Exhibit B—Fee Schedule #25-8350"Medical Director and Deputy Medical Director" [Fk pk Annual Cost of Service for Deputy Medical Director $125,000 tY • 'sl ti Page 15 of 28 Exhibit C Affidavit Regarding Labor and Services following this page is is is I Page 16 of 28 1 AFFIDAVIT REGARDING LABOR AND SERVICES AND CONTRACTING WITH ENTITIES OF FOREIGN COUNTRIES OF CONCERN PROHIBITED Effective July i,2024,pursuant to§787.06(13),Florida Statutes,when a contract is executed,renewed,or extended between a nongovernmenta entity and a governmental entity, the nongovcrrunental entity must provide the governmental entity with an affidavit signed by en officer or 1 i representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor o services. Effective January I,2024,a governmental entity may not accept a bid on,a proposal for,or a reply to,or enter into,a contract with en emit; which would grant the entity access to an individual's personal identifying information unless the entity provides the government with al 1 affidavit signed by an officer or representative under penalty of perjury attesting that the entity does not meet any of the following criteria. (a the entity is owned by the government of a foreign country of concern; (b)the government of a foreign country of concern has a controlling interest in the entity;or(c)the entity is organized under the laws of or has its principal place of business in a foreign country of concern Effective July I, 2025, when an entity extends or renews a contract with a governmental entity which would grant the entity access to at individual's personal identifying information, the entity must provide the governmental entity with an affidavit signed by an officer o representative of the entity under penalty of perjury attesting that the entity does not meet any of the criteria in paragraphs(2)(a)(c), § 287.138 Florida Statutes. Nongovernmental Entity's Nome: S. Sandoval, MD, LLC Address: 11665 Collier Blvd*786, Naples. Florida 3�1 Phone Number. (SOS) 993-32Q5 — Authorized Representative's Nose: Satiety Sandoval Authorized Representative's Mir. Owner/Marlagp_r . Email Address: saricand3©gmail corn I, Sanely Sandoval (Name of Authorized Representative), as authorized representative attest under penalty of perjur that S Sandoval, Mu , I I_,C (Name of Nongovernmental Entity)does not (I)use coercion for labor o services as defined in§7117.06, Florida Statutes, and(2)the nongovernmental entity is not(a)owned by a government of a foreign country o concern,(b)that a foreign country of concern does not have a controlling interest in the entity,and(c)that the entity is not organized under thi laws of or has its principal place of business in a foreign country of concern,all as prohibited under§287.138,Florida Statutes Under panaVof ,perj lane Afflgavit that the facts stated in it are true. �have read the foregoing cy 24/ 2'S (Signature of authorized representative) Date ,STATE OF n COUNTY OF r�o(oraffu ) beet me, y of physical presence or D online notarization this ZAr any o 202J,by "'rep 6A (Name of AflSnnt),who produced his Florida Driver's License as identification. Notary Pu iicp dCR /1/ 7011 Commission Expires �/ Personally Known 0 OR Produced ldenttficatiot f_—L DZ. 'l'ype of Identification Produced: 4 rue*h4, ATTILA HEOP I ' ? * Notary OLeltc-State cf Florida f Commnsfor*NM 60 39 ti`, nP My Comm.Wives.an t t,ZO2 ( . .aortae tnroe,{n Names Notary Assn I ,_ ` Page 17 of 28 EXHIBIT D BUSINESS ASSOCIATE AGREEMENT is j I it li is Page 18 of 28 1`. BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into between COLLIER COUNTY Government, a political subdivision of the State of Florida (hereinafter referred to as the "Covered Entity") and S.Sandoval, MD, LLC. ( einafter refe ed to as the "Business Associate"), effective as of this day 0 C 4 r , 2025 (the"Effective Date"). WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an arrangement pursuant to which Business Associate may provide services for Covered Entity that require Business Associate to receive Protected Health Information ("PHI") on behalf of Covered Entity that is confidential under state and/or federal law; and is WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed by Covered Entity to Business Associate, or created by Business Associate on behalf of Covered Entity, in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104- 191 ("HIPAA"), and the regulations promulgated there under, including, without limitation, the Standards for the Privacy of Individually Identifiable Health Information codified at 45 CFR Parts 160 and 164 ("Privacy Rule") and the Security Standards for the Protection of Electronic Protected Health Information at 45 C.F.R. Parts 160 and 164 ("Security Rule") (collectively "HIPAA Regulations"); as amended by the applicable provisions of the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services (the "Secretary") (the "HITECH Act"); as amended by the Final HIPAA regulations (collectively the"HIPAA Rules");and WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI,which are met by this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and the exchange of information pursuant to this Agreement, the Parties agree as follows: 1.Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the HIPAA Rules, as applicable unless otherwise defined herein. "Protected Health Information" or "PHI" shall have the same meaning as the term "protected health information" in 45 C.F.R. §160.103 and is limited to the PHI that Business Associate creates or receives from or on behalf of Covered Entity. As used herein, it also includes electronic Protected Health Information. Page 19 of 28 3: "Electronic Protected Health Information" or "ePHI" shall have the same meaning as the term "electronic protected health information" in 45 C.F.R. § 160.103 and refers to electronic Protected Health Information transmitted by, or maintained in, electronic media for or on behalf of the Covered Entity. 2.Obligations and Activities of Business Associate. a. Permitted Uses and Disclosures. Business Associate shall Use or Disclose PHI for the purposes of(i) performing Business Associate's obligations under Agreement No. 25-8350 resulting from Covered Entity's Request for Proposal # 25-8350, "Medical Director and Deputy Medical Director" (including all Appendices/Agreements attached to that Agreement No. 25-8350); or (ii) as permitted or Required By Law; or (iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. Further, Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the Privacy Rule if it were done by Covered Entity, except as set forth below in this Section 2.a, Business Associate may Use PHI: (i) for the proper management and administration of Business Associate; and, (ii) to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI for the proper management and administration of Business Associate,to carry out its legal responsibilities or for payment purposes as specified in 45 CFR § 164.506(c)(1) and(3), including but not limited to Disclosure to a business associate on behalf of a covered entity or health care provider for payment purposes of such covered entity or health care provider,provided that with respect to any such Disclosure either: (i) the Disclosure is Required By Law; or (ii) Business Associate shall obtain reasonable assurances from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and will not use and further disclose such PHI except as Required By Law and for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. Business Associate may de-identify any and all PHI obtained by Business Associate, and use such de- identified data on Business Associate's own behalf, all in accordance with the de- identification requirements of the Privacy Rule. The Parties acknowledge and agree that de- identified data does not constitute PHI. 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). Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 C.F.R. § 164.502(j)(1). Business Associate may use PHI to the extent and for any purpose authorized by an Individual under 45 C.F.R. § 164.508. b. Appropriate Safeguards. Business Associate shall implement administrative, physical and technical safeguards that (i) reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity; and (ii) prevent the Use or Disclosure of PHI other than as contemplated by Agreement No. 25-8350 and this Agreement. c. Compliance with Security Provisions. Business Associate shall: (i) implement Page 20 of 28 and maintain administrative safeguards as required by 45 CFR § 164.308, physical safeguards as required by 45 CFR § 164.310 and technical safeguards as required by 45 CFR § 164.312; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR § 164.316; and (iii) be in compliance with all requirements of the Security Rule related to security and applicable to Business Associate. d. Compliance with Privacy Provisions. Business Associate shall only Use and Disclose PHI as permitted in this Agreement or as Required By Law and in compliance with each applicable requirement of 45 CFR § 164.504(e). To the extent Business Associate is to • carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E of 45 CFR Part 164 that apply to Covered Entity in the performance of such obligation(s). e. Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this Agreement. f. Encryption. To facilitate Business Associate's compliance with this Agreement and to assure adequate data security, Covered Entity agrees that all PHI provided or transmitted to Business Associate in connection with the performance of services pursuant to Agreement No. 25-8350 shall be provided or transmitted in a manner which renders such PHI unusable, unreadable or indecipherable to unauthorized persons, through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of the HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach requiring patient notification under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. 3. Reporting. a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall report to Covered Entity a successful Security Incident affecting Covered Entity's PHI or any Use and/or Disclosure of PHI other than as provided for by this Agreement within a reasonable time of becoming aware.of such Security Incident and/or unauthorized Use or Disclosure (but not later than five (5) days thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take prompt and reasonable action to cure any such deficiencies. Notwithstanding the foregoing, the Parties acknowledge that this Section 3.a constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence or attempts of "Unsuccessful Security Incidents" for which no additional notice to Covered Entity shall be required. "Unsuccessful Security Incidents" means, without limitation, pings and other broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use or disclosure of PHI. b. Breach of Unsecured PHI. If Business Associate Discovers that a Breach of unsecured PHI has occurred, Business Associate shall notify Covered Entity of such reportable Breach in writing within five (5) days of the date Business Associate Page 21 of 28 Discovers such Breach. Business Associate shall be deemed to have discovered a Breach as of the first day that the Breach is either known to Business Associate, or by exercising reasonable diligence would have been known to any of Business Associate's employees, officers or agents, other than the person who committed the Breach. To the extent the information is available to Business Associate, Business Associate's written notice shall include the information required by 45 CFR § 164.410(c). Business Associate shall promptly supplement the written report with additional information regarding the Breach as it obtains such information. Business Associate shall reasonably cooperate with Covered Entity in meeting Covered Entity's obligations under the HIPAA Rules with respect to such Breach. 4. Business Associate's Agents. To the extent that Business Associate uses one or more subcontractors or agents to provide services under Agreement No. 25-8350, and such subcontractors or agents receive or have access to PHI that Business Associate received from, or created or received from or on behalf of Covered Entity, Business Associate shall sign an agreement with such subcontractors or agents containing substantially the same provisions as this Agreement. 5. Rights of Individuals. a. Access to PHI. To the extent that Business Associate maintains a j; Designated Record Set on behalf of Covered Entity, within ten (10) days of receipt of a request by Covered Entity, Business Associate shall make PHI maintained in that Designated Record Set available to Covered Entity to enable Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, in the event that any Individual requests access to PHI directly from Business Associate, Business Associate shall forward a copy of such request to Covered Entity and Covered Entity shall be responsible for responding to such request. is b. Access to Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI received from Covered Entity, then, pursuant to 45 CFR § 164.524, Business Associate shall provide Covered Entity with a copy of an Individual's PHI maintained in such Electronic Health Record in an electronic format in order for Covered Entity to comply with 45 CFR § 164.524, provided that it is readily producible in such format; if it is not readily producible in such format, Business Associate will work with Covered Entity to determine an alternative form and format or provide a hard copy form if the Individual declines to accept all readily producible electronic forms. If an Individual requests access to his or her PHI directly from Business Associate, Business Associate shall promptly forward such request to Covered Entity and Covered Entity shall be responsible for responding to such request. c. Amendment of PHI. To the extent that Business Associate maintains a Designated Record Set on behalf of Covered Entity, Business Associate agrees to make any amendment(s) to PHI in that Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity, and in the time Page 22 of 28 and manner mutually agreed. If an Individual requests an amendment of his or her PHI directly from Business Associate, Business Associate shall either (1) promptly forward such request to Covered Entity and Covered Entity shall be responsible for responding to such request or(2) elect to respond directly to the request. d. Accounting Rights. This Section 5.d is subject to Section 5.e below. Business Associate shall make available to Covered Entity, in response to a request from an Individual, information required for an accounting of disclosures of PHI with respect to the Individual, in accordance with 45 CFR § 164.528. Such accounting is limited to disclosures that were made in the six (6) years prior to the request. Business Associate shall provide such information as is necessary to provide an accounting within ten (10) days of Covered Entity's request, at no cost to the Covered Entity or Individual. e. Accounting of Disclosures of Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record with respect to PHI maintained on behalf of Covered Entity, then, in addition to complying with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of any Disclosures made through such Electronic Health Record. Such accounting shall comply with the requirements of 45 CFR § 164.528. Upon request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in compliance with the HIPAA Rules, provided that it is readily producible in such format; if it is not readily producible in such format, Business Associate will work with Covered Entity to determine an alternative form and format or provide a hard copy form if the Individual declines to accept all readily producible electronic forms. f. Agreement to Restrict Disclosure. If Covered Entity is required to comply with a restriction on the Disclosure of PHI pursuant to 45 C.F.R. § 164.522 or 42 U.S.C. § 17935(a), then Covered Entity shall, to the extent that such restriction may affect Business Associate's use or disclosure of PHI under this Agreement, provide written notice to Business Associate of the name of the Individual requesting the restriction and the PHI affected thereby. Business Associate shall, upon receipt of such notification, not Disclose the identified PHI to any health plan for the purposes of carrying out Payment or Health Care Operations, except as otherwise required by law or unless doing so would unreasonably burden healthcare operations, in which case Business Associate will notify Covered Entity. is 6. Remuneration and Marketing. a. Remuneration for PHI. Business Associate agrees that it shall not, directly or indirectly, receive remuneration in exchange for any PHI of Covered Entity in compliance with 42 U.S.C. § 17935(d). b. Limitations on Use of PHI for Marketing Purposes. Business Associate shall not make or cause to be made any communication about a product or service that is prohibited by 42 U.S.C. § 17936(a). Page 23 of 28 7. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Regulations. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary. Business Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the Secretary promptly after providing such PHI to the Secretary. 8. Minimum Necessary. Business Associate shall limit its Use, Disclosure or request of PHI to the minimum necessary to accomplish the intended Use, Disclosure or request,respectively in accordance with 42 U.S.C. § 17935(b). is 9. Obligations of Covered Entity. (a) Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 45 C.F.R. § 164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI under this Agreement; (b) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI under this Agreement; (c) Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. § 164.522 or 42 U.S.C. § 17935(a), to the extent that such restriction may affect Business Associate's use or disclosure of PHI under this Agreement; (d) Covered Entity represents that: (i) it is entitled to receive PHI in accordance with 45 C.F.R. § 164.504(f), (ii) it has received certification from the Plan Sponsor in accordance with 45 C.F.R. § 164.504(f)(2)(ii), and (iii) the Plan documents permit the Plan to received PHI, including detailed invoices, reports and statements from Business Associate; (e) Covered Entity in performing its obligations and exercising its rights under this Agreement shall use and disclose PHI in compliance with the HIPAA Rules and shall not request Business Associate to use or disclose PHI in any manner that would violate this Agreement or the HIPAA Rules. Covered Entity represents that a request for PHI from Business Associate to Covered Entity shall only be the minimum amount of PHI necessary to accomplish the permitted purpose of the applicable request or use. 10. Termination. a. Breach by Business Associate. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Agreement, then Covered Entity shall promptly notify Business Associate. With respect to such breach or violation, Business Associate shall take reasonable steps to cure such breach or end such violation on or before ten(10) days after receipt of such written notice, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Business Associate, Covered Entity may immediately terminate this Agreement with Business Associate. b. Breach by Covered Entity. If Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations under this Agreement, then Business Associate shall Page 24 of 28 promptly notify Covered Entity. With respect to such breach or violation, Covered Entity shall take reasonable steps to cure such breach or end such violation on or before ten (10) days after receipt of such written notice, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Covered Entity, Business Associate may LI immediately terminate this Agreement with Covered Entity. c. Automatic Termination. This Agreement will automatically terminate, without any further action by the Parties, upon expiration or termination of Agreement No. 25-8350 by and between the Parties. d. Effect of Termination. Except as provided in this Section 10.d, upon termination of this Agreement for any reason, Business Associate shall either return or destroy all PHI that Business Associate or its agents or subcontractors still maintain in any form and shall retain no copies of such PHI. If Business Associate determines that return or destruction is not feasible, Business Associate shall continue to extend the protections of this Agreement to such PHI, and limit further uses and disclosures of such PHI to those purposes that make the return or destruction of such PHI not feasible. The Parties agree that it would not be feasible for Business Associate to return or destroy the PHI reasonably needed to be retained by Business Associate for its own legal and risk management purposes, including copies of PHI that may be included in information retained for archival purposes. 11 Amendment. The Parties acknowledge that federal laws relating to the HIPAA Rules are rapidly evolving and that amendment of this Agreement and the Agreement No. 25-8350 may be required to ensure compliance with such developments. The Parties specifically agree to take such action as is necessary to implement any new or modified standards or requirements of the HIPAA Rules relating to the security or confidentiality of PHI. Upon the request of Covered Entity, Business Associate agrees to promptly enter into negotiation concerning the terms of an amendment to this Agreement and the Agreement No. 25-8350 incorporating any such changes. 12. No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 13. Effect on Agreement No. 25-8350. In the event of any conflict between this Agreement and the Agreement No. 25-8350 between Covered Entity and Business Associate, the terms of this Agreement shall control with respect to the subject matter herein. 14. Survival. The rights and obligations of Business Associate under Section 10.d of this Agreement shall survive the termination of this Agreement. 15. Interpretation. This Agreement shall be interpreted as necessary to Page 25 of 28 E I comply with the HIPAA Rules. The Parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the HIPAA Rules. 16. Governing Law. Except to the extent not preempted by federal law with respect to the HIPAA Rules, this Agreement shall be construed in accordance with the laws of the State of Florida. 17. Notices. All notices required or permitted under this Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party, from time to time, by written notice to the other. All such notices shall be deemed validly given upon receipt of such notice by certified mail, postage prepaid, facsimile transmission, e-mail or personal or courier delively: If to Covered Entity: Collier County Government Center 3311 Tamiami Trail E. Naples, FL34112 Attn: Risk Management Director Telephone no: 239-252-8966 Email: Michael.Quigley@colliercountyfl.gov If to Business Associate: S.Sandoval, MD,LLC. 8300 Collier Blvd. Naples,FL 34114 Telephone: 805-223-3205 Email: sarisand3@gmail.com 18. Indemnification. The Business Associate's obligations to indemnify and hold harmless Covered Entity from and against any and all claims, suits, actions, liabilities, losses, penalties or damages, including courts costs and attorneys' fee, relating to a breach of this agreement shall be in accordance with Agreement No. 25- 8350 effective as of the above date of this Agreement. . 19.Miscellaneous. a. Severability. In the event that any provision of this Agreement is adjudged by any court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof shall continue to be binding on the Parties with the same force and effect as though such void or unenforceable provision had been deleted. b. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights provided hereunder are cumulative and not exclusive of any rights provided by law. Page 26 of 28 c. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof, and supersedes any prior or contemporaneous verbal or written agreements, communications and representations relating to the subject matter hereof. d. Counterparts, Facsimile. This Agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A copy of this Agreement bearing a facsimile signature shall be deemed to be an original. e. Regulatory Reference. Any reference made herein to any provision of law or regulation shall be a reference to such section as in effect and as same may be amended from time to time. f. Amendment Generally. This Agreement may not be amended except in a writing signed by both Parties. Both Parties agree that this agreement shall be amended to comply with any and all state or federal laws rules, or regulations, including without limitation any future laws,rules or regulations. IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the date first set forth above. COVERED ENTITY: ATTEST: BOARD OF COUNTY COMMISSIONERS OF Crystal K. Kinzel COLLIER COUNTY, FLORIDA Clerk of the Circuit Court and Comptroller By: A r ed as to or and legality: Aelei....ige-40.44- Saunders, Chairman R. Teach Deputy County Attorney ATTEST ' . CRYSTAL K.KI ZEL, LERK B •� Attest as to Chairman's 2,e f,54ip ; : signature only Page 27 of 28 M4.' BUSINESS ASSOCIATE: S.Sandoval,M.D.LLC First Wit s: By: By. Sanely Sandoval,M.D. � . At re Title: Its Manager Print Name on Wit s: Sin nature, Print Name t Page 28 of 28