Backup Documents 10/14/2025 Item #16F 2a (S. Sandoval, M.D., LLC) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1. 6F 2
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney
Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney
Office no later than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with
the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. Risk Risk Management
2. County Attorney Office County Attorney Office
4. BCC Office Board of County
Commissioners $6� 15( 10 (7
4. Minutes and Records Clerk of Court's Office v `� a5
Ole
5. Procurement Services Procurement Services
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event
one of the addressees above,may need to contact staff for additional or missing information.
Name of Primary Staff Deidra De La Cruz/Procurement Contact Information 239-252-8950
Contact/Depai tment
Agenda Date Item was October 14,2025 Agenda Item Number 16.F.247►
Approved by the BCC
Type of Document Agreement Number of Original 1
Attached Documents Attached
PO number or account N/A #25-8350 S.Sandoval,M.D.dba S.
number if document is Deputy Medical Director Sandoval M.D.,LLC
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature STAMP OK N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be DD
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the DD
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on October 14,2025,and all changes made / N/A is not
during the meeting have been incorporated in the attached document. The County C�(j j an option for
Attorney's Office has reviewed the changes,if applicable. JC" this line.
9. Initials of attorney verifying that the attached document is the version approved by the / N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the 5,�(inti an option for
Chairman's signature. this line.
Please email a completed copy to
Madison.Bird@Collierco»tyfl.gov
16F2
COLLIER COUNTY EMERGENCY SERVICES
#25-8350
for
DEPUTY MEDICAL DIRECTOR AGREEMENT
IS DEPUTY MEDICAL DIRECTOR AGREEMENT made this H day of
CO C( , 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
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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
Statutes and Chapter 64-J-1, Florida Administrative Code, Rules of the Department of Health or as
otherwise provided in this Agreement.
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
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 understanding between the Parties and any modifications to this
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 Ot'' of each month. The rate of
annual compensation shall remain firm for the initial term of the Agreement.
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
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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 1st 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
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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.
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C. The COUNTY reserves the right but not the obligation to purchase separate liability insurance
on behalf of the MEDICAL DIRECTOR, DEPUTY MEDICAL DIRECTOR, and back-up
physicians in lieu of providing the coverage as mentioned above. Such insurance will be
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
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
ti 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
is 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,
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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).
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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.
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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:
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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.
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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").
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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.tle Circuit Court and Comptroller
•
By 1 By:
lttes as15e 1( Burt . Saunders Chairman
sighatut only '
Ap o ed f a d legality:
1
Sco t R. Teach
Deputy County Attorney
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FIRST WITNESS: DEPUTY MEDICAL DIRECTOR
S. doval,M LLC. •
BY: 7N`S .
'ely Sandoval,M.D.
Its Manager
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Exhibit A
Scope of Services
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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,duringtimes 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 Iocal 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.
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
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.
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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.
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.
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11, Deputy Medical Director may review and provide written affirmation of recertification training of COUNTY
Wr; 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.
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.
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Exhibit B—Fee Schedule
#25-8350"Medical Director and Deputy Medical Director"
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EB§G
Annual Cost of Service for Deputy Medical Director $125,000
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Page 15 of 28
16F2
is Exhibit C
Affidavit Regarding Labor and Services
following this page
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Page 16 of 28
16F2
AFFIDAVIT REGARDING LABOR AND SERVICFS
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 nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or 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 an emit:
which would grant the entity access to an individual's personal identifying informotion unless the entity provides the government with al
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 ni
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 Eadty'sNem S. Sandoval. MD. LLC
Address: 11665 Collier Blvd#786. Naples. Florida 34118
Phone Number. (fins)223-32)5
Authorized Representative's Hoar sari sandova'!_
Authorized Representative's Tilly: _ wnarimanager
Small Address: sarisgmail corn
1, Sanely Sandoval (Name of Authorized Representative), as authorized representative attest under penalty of perjur.
that S Sandoval Mfg I I C (Name of Nongovernmental Entity)does not (I)use coercion for labor o
services as defined in §787.06,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 th,
laws of or has its principal place of business in a foreign country of concern,all as prohibited under§281 138,Florida Statutes
Under pen .of perJ . 4cclarc th)have read the foregoing A vie that the facts slated in it are true.
ct
(Signature of authorized representative) Date
STATE OF 1IC_n,
COUNTY OF CD !C f
Sw to(or atfum-') . bscr me, y Qpean of physical presence or 0 online notarization this
, ay 2t v arr �Z! (Name of Athant),who produced his Florida Driver's License as identification.
ifl,%''I
Notary}': p
i III 70 7'(
Commission Expires ,�/
Personally Known 0 OR Produced ldentificatiop� ��
Type of Identification Produced:
..sir ATTLA HEPP
' Notary Public-State of Florida
Commission 1 i$N 6011539
�r � My Comm.Expires:an t t,2029 l
Soren"throw Nation'.Not try Assn. I t 4 i
Page 17 of 28
16F2
EXHIBIT D
BUSINESS ASSOCIATE AGREEMENT
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16F2
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 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
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
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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.
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"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
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16F2
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
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t 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,
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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.
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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
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16F2
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.
6. Remuneration and Marketing.
a. Remuneration for PHI. Business Associate agrees that it shall not, directly or
is 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).
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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).
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. §
E164.504(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.
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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
t unsuccessful, upon written notice to Business Associate, Covered Entity may immediately
t terminate this Agreement with Business Associate.
b. Breach by Covered Entity. If Business Associate knows of a pattern of
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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
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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
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
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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.
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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: QL
A r ed as to or and legality: urt L. Saunders, Chairman
R. Teach
Deputy County Attorney
ATTEST "
CRYSTAL K.K1ZEL, LERK
B _ Leh
Attest as to Chairman's
- - , ;; signature only yn,{
Page27of28
16F2
BUSINESS ASSOCIATE:
S.Sandoval, M.D. LLC
1
First Wit ss: By: <-
Sanely Sandoval,M.D.
By:
S t tL rc Title: Its Manager
,1 t ,Z -�r2i�JJ 1Z
Print Name
con Wit ss:
Si nature
\N\.L GVNA, y
Print Name
Page 28 of 28
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