Resolution 2024-32980 •
RESOLUTION Na 2024-32980
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM,
AMENDMENT NO. 8 TO THE MEMORANDUM OF UNDERSTANDING (MOU),
DATED JULY 26,. 2016, BETWEEN THE CITY AND THE MIAMI BEACH
CHAMBER EDUCATION FOUNDATION, INC. (MBCEF); SAID AMENDMENT:
(1) APPROVING HAZEL HEALTH, INC. (HAZEL) AND TELEHEALTH
SERVICES USA, INC. D/B/A HAZEL HEALTH SERVICES (HAZEL SERVICES)
(COLLECTIVELY, HAZEL HEALTH), AS THE CURRENT PROVIDER OF
TELEHEALTH-BASED PRIMARY CARE, THERAPY AND COUNSELING
SERVICES FOR THE SCHOOL BOARD OF MIAMI-DADE COUNTY (SCHOOL
BOARD), IN ORDER TO FILL VACANCIES FOR THESE SERVICES AT CITY
SCHOOLS, COMMENCING DURING THE 2023-2024 SCHOOL YEAR, AND
EVERY YEAR THEREAFTER, AS NEEDED; AND (2) AUTHORIZING MBCEF,
AS THE CITY'S FISCAL AGENT, TO NEGOTIATE AND EXECUTE ANY
REQUIRED AGREEMENTS WITH THE SCHOOL BOARD AND/OR HAZEL
HEALTH TO FUND THE SERVICES PROVIDED BY HAZEL HEALTH; AND
AUTHORIZING MBCEF TO EXECUTE FUTURE FUNDING AGREEMENTS,
WHICH MAY INCLUDE OTHER PROVIDERS, APPROVED BY THE SCHOOL
BOARD FOR SIMILAR SERVICES, IN CONNECTION WITH THE
FULFILLMENT OF THE NURSE ENHANCEMENT INITIATIVE; AND FURTHER
AUTHORIZING THE CITY MANAGER AND CITY CLERK TO EXECUTE THE
AMENDMENT.
WHEREAS, the City of Miami Beach (the "City"), North Bay Village, the Town of Bay
Harbor Islands, the Town of Surfside, and Bal Harbour Village (collectively, "Participating
Municipalities") determined that students at North Beach Elementary, Treasure Island
Elementary, and Ruth K. Broad Bay Harbor K-8 Center did not have full-time, on-site healthcare
services and were, thus, underserved as compared to other public schools in the feeder pattern
that falls within the City of Miami Beach; and
•
WHEREAS, on August 19, 2013, the Participating Municipalities, the Miami Beach
Chamber Education Foundation, Inc. ("MBCEF"), and The Children's Trust("The Trust") entered
into a Memorandum of Understanding, to provide healthcare services through a nurse for these
participating schools (the "Nurse Initiative") during the 2013-2014 school year; and.
WHEREAS, the Nurse Initiative was extended to the 2014-2015 school year; and
WHEREAS, due to the success of the Nurse Initiative, and because the basic healthcare
services previously funded through the Nurse Initiative were being provided by The Trust via the
new school health programs, on April 13, 2016, the Mayor and City Commission adopted
Resolution No. 2016-29345, approving the enhancement of the Nurse Initiative by providing
behavioral health/mental health services for the participating schools through a licensed clinical
social worker(the "Nurse Enhancement Initiative")for the 2016-2017 school year; and
ti
WHEREAS, pursuant to Resolution No. 2016-29345, on July 26, 2016, the City and
MBCEF entered into a Memorandum of Understanding ("MOU"), which continued the Nurse
Enhancement Initiative for'North Beach Elementary, Treasure Island Elementary, and Ruth K.
Broad Bay Harbor K-8 Center, and expanded the Nurse Enhancement Initiative to include Miami
Beach Senior High School, Nautilus Middle School, Fienberg Fisher K-8 Center, Biscayne
Elementary School, and South Pointe Elementary School, by providing for a licensed clinical
social worker one day a week at each of the participating schools; and
WHEREAS, on May 25, 2017, the City and MBCEF executed Amendment No. 1 to the
MOU, continuing the Nurse Enhancement Initiative for the 2017-2018 school year; and
WHEREAS, on April 11, 2018, the Mayor and City Commission adopted Resolution No.
2018-30259, approving the expansion of mental health services at all public City elementary and
middle schools, in an amount not to exceed $60,000.00 per year; and
WHEREAS, pursuant to Resolution No. 2018-30259, the City increased funding for the
Nurse Enhancement Initiative for the 2018-2019 school year, providing funding for two (2)
licensed clinical social workers, or agreed upon equivalent professional, at each of the City
schools for the indicated number of days: Miami Beach Senior High School, one(1)day; Nautilus
Middle School, two (2) days; Fienberg Fisher K-8 Center, two (2) days; Biscayne Elementary
School, two (2) days; South Pointe Elementary School, two (2) days; and North Beach
Elementary, one (1) day, (collectively, the "City's Participating Schools"), in a total amount not to
exceed $114,000.00 per year (the Nurse Enhancement Initiative for the City's Participating
Schools shall be referred to herein as the "Miami Beach Nurse Enhancement Initiative"); and
WHEREAS, on August 30, 2018, the City and MBCEF executed Amendment No. 2 to the
MOU, continuing the Miami Beach Nurse Enhancement Initiative for the 2018-2019 school year;
and
WHEREAS, on June 5, 2019, the Miami-Dade County Public School Board adopted a
Resolution relating to Item D-67, renaming Biscayne Elementary School to Biscayne Beach
Elementary School; South Pointe Elementary to Miami Beach South Pointe Elementary; Nautilus
Middle School to Miami Beach Nautilus Middle School; and Fienberg Fisher K-8 Center to Miami
Beach Fienberg Fisher K-8; and
WHEREAS, on September 11, 2019, the Mayor and City Commission adopted Resolution
No. 2019-30957, approving Amendment No. 3 to the MOU for the extension of the Miami Beach
Nurse Enhancement Initiative, in the amount not to exceed $139,000.00 per year (the "City's
Contribution") for the 2019-2020 school year and each subsequent school year, on a recurring
basis, subject to funding approval during the City's budgetary process; and
WHEREAS, MBCEF also provided funding, in an amount not to exceed $40,000.00, to
support the Miami Beach Nurse Enhancement Initiative services for the 2019-2020 school year,
with funds to be used from August 5, 2019 —June 5, 2020 and remaining funds to be used from
August 5, 2020 to June 5, 2021; and
WHEREAS, on August 12, 2019, Amendment No. 3 was executed, extending the Miami
Beach Nurse Enhancement Initiative services for the 2019-2020 school year pursuant to a
separate agreement to be entered into among MBCEF, The Trust and a healthcare provider
approved by The Trust; said agreement providing for the staffing and the payment of certain costs
associated with the Nurse Enhancement Initiative for all of the participating schools, for a total
minimum global sum of$232,600.00, pursuant to which the City's Participating Schools may also
receive additional days of service; and
WHEREAS, on August 19, 2020, the City and MBCEF executed Amendment No. 4 to
the MOU, continuing the Miami Beach Nurse Enhancement Initiative for the 2020-2021 school
year; and
WHEREAS, on June 21, 2021, the City and MBCEF executed Amendment No. 5 to the
MOU, continuing the_Miami Beach Nurse Enhancement Initiative for the 2021-2022 school year;
and
WHEREAS, on May 5, 2022, the City and MBCEF executed Amendment No. 6 to the
MOU, continuing the Miami Beach Nurse Enhancement Initiative for the 2022-2023 school year;
and
WHEREAS, on May 16, 2023, the City and MBCEF executed Amendment No. 7 to the
MOU, continuing the Miami Beach Nurse Enhancement Initiative for the 2023-2024 school year;
and
WHEREAS, the Miami Beach Nurse Enhancement Initiative services were not provided
to the following City's Participating Schools during the 2022-23 school year due to staffing
challenges of our partners: Miami Beach South Pointe Elementary School, Miami Beach Fienberg
Fisher K-8, Miami Beach Nautilus Middle School, and Biscayne Beach Elementary School; and
WHEREAS;alternate service models are being explored to fill the open mental health
professional position for the 2023-24 school year to ensure services are available for all youth;
and
WHEREAS, as of August 30, 2021, Miami-Dade County Public Schools ("School Board")
entered into an agreement with Hazel Health, Inc., a Delaware corporation ("Hazel") and
Telehealth Services USA, Inc., a California corporation, d/b/a Hazel Health Services ("Hazel
Health Services") (collectively, "Hazel Health")to provide telehealth-based primary care, therapy,
counseling, and non-clinical services, such as telehealth technology, training, and technology
support services; and
WHEREAS, as of December 8, 2023, the School Board entered into an agreement to
extend the terms of the agreement with Hazel Health through the remainder of 2024; and
WHEREAS, the City seeks to add Hazel Health as a provider for the Nurse Enhancement
Initiative, commencing for the 2023-2024 school year, to fill in the gap for these services at the
City's Participating Schools, and every year thereafter, as may be needed, to fulfill the Nurse
Enhancement Initiative for behavioral health services for all of the participating schools; and
WHEREAS, in order to utilize the services of Hazel Health, MBCEF would need to execute
an agreement with the School Board and/or Hazel Health, which agreement would allow MBCEF,
as the City's fiscal agent, to fund the telehealth-based primary care, therapy, and counseling
services provided by Hazel Health, as needed; and
WHEREAS, for the 2023-2024 school year, MBCEF would be negotiating and executing
an agreement with the School Board and Hazel Health, in a form similar to the draft Master
Service Agreement attached to the City Commission Memorandum accompanying this
Resolution; and
WHEREAS, the cost for the services to be provided by Hazel Health would be paid from
previously approved funding for Fiscal Year 2023-2024, and prospectively would not increase the
total approved cap for the City's Contribution, in the annual amount of$139,000.00; and
WHEREAS, the City Manager recommends approving, in substantial form, Amendment
No. 8 to the MOU, a draft copy of which is attached to the City Commission Memorandum
accompanying this Resolution;said Amendment approving Hazel Health, as the current provider
of telehealth-based primary care, therapy and counseling services for the School Board, and
authorizing MBCEF, as the City's fiscal agent, to negotiate and execute any required agreements
with the School Board and/or Hazel Health, in order to fund primary care, therapy and counseling
services, as needed, for the participating schools, commencing for the 2023-2024 school year;
and further recommends authorizing MBCEF to execute future funding agreements, which may
include other providers, approved by the School Board for similar services, in connection with the
fulfillment of the Nurse Enhancement Initiative.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND THE CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve, in substantial form, Amendment No. 8 to the Memorandum of
Understanding (MOU), dated July 26, 2016, between the City and the Miami Beach Chamber
Education Foundation, Inc. (MBCEF); said Amendment: (1) approving Hazel Health, Inc. (Hazel)
and Telehealth Services USA, Inc. d/b/a Hazel Health Services (Hazel Services) (collectively,
Hazel Health), as the current provider of telehealth-based primary care, therapy and counseling
services for the School Board of Miami-Dade County(School Board), in order to fill vacancies for
these services at City schools, commencing during the 2023-2024 school year, and every year
thereafter, as needed; and (2) authorizing MBCEF, as the City's fiscal agent, to negotiate and
execute any required agreements with the School Board and/or Hazel Health to fund the services
provided by Hazel Health; and authorizing MBCEF to execute future funding agreements, which
may include other providers, approved by the School Board for similar services, in connection
with the fulfillment of the Nurse Enhancement Initiative; and further authorize the City Manager
and City Clerk to execute the Amendment.
PASSED AND ADOPTED this 3 day of /1pri f , 2024.
Steven Meiner, Mayor
ATTEST:
APR
002024 _ ........
Rafael E. Granado, City Clerk \ cy,t
kIACORP ORATEQ
APPROVED AS TO
FORM & LANGUAGE
&FOR EXECUTION
•
City Attorney I,., Dote
Resolutions -C7 C
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: April 3, 2024
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL
FORM, AMENDMENT NO. 8 TO THE MEMORANDUM OF
UNDERSTANDING (MOU), DATED JULY 26, 2016, BETWEEN THE CITY
AND THE MIAMI BEACH CHAMBER EDUCATION FOUNDATION, INC.
(MBCEF); SAID AMENDMENT: (1) APPROVING HAZEL HEALTH, INC.
(HAZEL)AND TELEHEALTH SERVICES USA, INC. D/B/A HAZEL HEALTH
SERVICES (HAZEL SERVICES) (COLLECTIVELY, HAZEL HEALTH), AS
THE CURRENT PROVIDER OF TELEHEALTH-BASED PRIMARY CARE,
THERAPY AND COUNSELING SERVICES FOR THE SCHOOL BOARD OF
MIAMI-DADE COUNTY (SCHOOL BOARD), IN ORDER TO FILL
VACANCIES FOR THESE SERVICES AT CITY SCHOOLS, COMMENCING
DURING THE 2023-2024 SCHOOL YEAR, AND EVERY YEAR
THEREAFTER, AS NEEDED; AND (2) AUTHORIZING MBCEF, AS THE
CITY'S FISCAL AGENT, TO NEGOTIATE AND EXECUTE ANY REQUIRED
AGREEMENTS WITH THE SCHOOL BOARD AND/OR HAZEL HEALTH TO
FUND THE SERVICES PROVIDED BY HAZEL HEALTH;
AND AUTHORIZING MBCEF TO EXECUTE FUTURE FUNDING
AGREEMENTS, WHICH MAY INCLUDE OTHER PROVIDERS, APPROVED
BY THE SCHOOL BOARD FOR SIMILAR SERVICES, IN CONNECTION
WITH THE FULFILLMENT OF THE NURSE ENHANCEMENT INITIATIVE;
AND FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK
TO EXECUTE THE AMENDMENT.
RECOMMENDATION
The Administration recommends that the Mayor and City Commission adopt the Resolution.
BACKGROUND/HISTORY
The Education Compact with Miami-Dade County Public Schools (M-DCPS), established on
January 16, 2008, includes the outcome to increase the health and well-being of students in
Miami Beach public schools. The activities included in the Compact agreement to support this
outcome include the following:
• The school District will maintain health clinics (nurse practitioners and/or
registered nurses) at Fienberg-Fisher, Biscayne, Nautilus, and Miami Beach
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Senior High, subject to continued available funding, and will work with all Miami
Beach schools to coordinate visits from the Health Connect on Wheels service
(as available)or similar service to schools and/or Miami Beach recreation centers;
The District and the City will collaborate to deliver information regarding
health and wellness education, prevention and intervention strategies regarding
nutrition, physical activity levels, and health maintenance in accordance with the
District's Wellness Initiative;
• The City will explore the development of a middle school-level after-school
program. The District will collaborate with the City by assisting with the recruitment
of students, including providing space within District-owned facilities as needed,
and exploring expanded transportation options for participating students; and,
• District will explore the expansion of full-time nurse practitioners and/or
registered nurses at schools without health clinics, subject to available funding.
In the 2013-14 School Year, a municipal Nurse Initiative was implemented pursuant to a
Memorandum of Understanding between the Participating Municipalities to provide a HCIOS
team of professionals including a shared Registered Nurse, a full-time Medical Assistant, and a
social worker, which is already funded by Miami-Dade County Public Schools for the 2013-14
School Year and the 2014-15 School Year.
The benefits of HCIOS health teams include: a coordinated level of school-based healthcare,
expanded health screenings, and assessments with access to follow-up care, mental and
behavioral health services to identify and solve student health and educational issues, nutrition
and health counseling, heath services for uninsured students with no other option for access to
health care, emergency first aid/CPR, and chronic disease management.
By approval of Resolution 2015-42 on February 9, 2015, The Children's Trust Board of
Directors approved the release of RFP 2015-17: School Health Programs to fund improved
access to quality health care through providers delivering comprehensive services in the public
schools to 145 pre-selected schools for School Years 2015-16, 2016-17, and 2017-18; the
programs which are the subject of the RFP include all three (3) Miami Beach schools in the
City's original Nurse Initiative.
Due to the success of Nurse Initiatives in School Years 2013-2014 and 2014-2015 and the
Enhanced Nurse Initiative in School Year 2015-2016, which were established at North Beach
Elementary, Treasure Island Elementary, and Ruth K. Broad K-8 Center, Commissioner
Steinberg made a motion at the April 13, 2016 (Item R9AA) Commission meeting, which was
supported unanimously, to continue and expand behavioral health services for public schools
within the City by providing for a licensed clinical social worker one day a week at Miami Beach
Senior High School, Nautilus Middle School, Feinberg-Fisher K-8 Center, Biscayne Elementary
School, and South Pointe Elementary School (the "Participating Schools") for the 2016-2017
School Year and additional school years as well.
On July 26, 2016 the Miami Beach Chamber Education Foundation Inc. entered into a
Memorandum of Understanding, for the extension of the Miami Beach Nurse Enhancement
Initiative for behavioral health services, for these participating schools during the 2016-2017
school year.
Pursuant to Resolution No. 2016-29345, the Nurse Enhancement Initiative was continued for
Page 395 of 1445
•
North Beach Elementary, Treasure Island Elementary, and Ruth K. Broad Bay Harbor K-8
Center, and, pursuant to Resolution No. 2016-29468, was expanded to include Miami Beach
Senior High School, Nautilus Middle School, Fienberg Fisher K-8 Center, Biscayne Elementary
School, and South Pointe Elementary School (collectively, the "Participating Schools"), by
providing for a licensed clinical social worker one day a week at each of the Participating
-Schools.
On May 25, 2017, the City and Miami Beach Chamber Education Foundation Inc. executed
Amendment No. 1 to the MOU, continuing the Miami Beach Nurse Enhancement Initiative for
the 2017-2018 school year.
On April 11, 2018, the Mayor and City Commission adopted Resolution No. 2018-30259,
approving the expansion of mental health services at all public City elementary and middle
schools, in an amount not to exceed $60,000. Resolution No. 2018-30259 increased funding
for behavioral health services for the Miami Beach Nurse Enhancement Initiative for the 2018-
2019 school year, providing funding for two (2) licensed clinical social workers, or agreed upon
equivalent professional, at each of the following City schools for the indicated number of days:
Miami Beach Senior High School, one (1) day; Nautilus Middle School, two (2) days; Fienberg
Fisher K-8 Center, two (2) days; Biscayne Elementary School, two (2) days; South Pointe
Elementary School, two (2) days; and North Beach Elementary, one (1) day, (collectively, the
"City's Participating Schools"); in a total amount not to exceed $114,000.
On August 30, 2018 the City and Miami Beach Chamber Education Foundation Inc. executed
Amendment No. 2 to the MOU, continuing the Miami Beach Nurse Enhancement Initiative for
the 2018-2019 school year.
On June 5, 2019, the Miami-Dade County Public School Board adopted a resolution relating to
Item D-67, renaming Biscayne Elementary School to Biscayne Beach Elementary School;
South Pointe Elementary to Miami Beach South Pointe Elementary; Nautilus Middle School to
Miami Beach Nautilus Middle School; and Fienberg Fisher K-8 Center to Miami Beach
Fienberg Fisher K-8.
Miami Beach Chamber Education Foundation Inc. provided funding, in an amount not to exceed
$40,000.00, to support the Miami Beach Nurse Enhancement Initiative for the 2019-2020
school year with funds to be used from August 5, 2019 — June 5, 2020 and remaining funds to
be used from August 5, 2020 to June 5, 2021. The City contributed funding in the amount of
$139,000 (the "City's Contribution") to support the Miami Beach Nurse Enhancement Initiative
for the 2019-2020 school year.
The Miami Beach Nurse Enhancement Initiative for behavioral health services for the City's
Participating Schools (the "Initiative") for the 2019-2020 school year was established pursuant
to, and as part of, a separate agreement to be entered into between Miami Beach Chamber
Education Foundation Inc., The Trust and a healthcare provider approved by The Trust (the
"Provider") to provide for the staffing and the payment of certain costs associated with the
Nurse Enhancement Initiative for the Participating Schools, for a total minimum global sum of
$232,600.00, pursuant to which the City's Participating Schools may receive additional days of
service.
On September 11, 2019, the Mayor and City Commission adopted Resolution No. 2019-
30957, approving Amendment No. 3 to the Memorandum of Understanding ("MOU"), dated July
Page 396 of 1445
26, 2016, between the City of Miami Beach and the Miami Beach Chamber Education
Foundation Inc. for the extension of the Miami Beach Nurse Enhancement Initiative for
behavioral health services (the "Initiative") for Miami Beach Senior High School, Miami Beach
Nautilus Middle School, Miami Beach Fienberg Fisher K-8 , Biscayne Beach Elementary
School, North.Beach Elementary, and Miami Beach South Pointe Elementary School.
Amendment No. 3 provided Initiative services for the 2019-2020 school year, in the amount not
to exceed $139,000 ("City's Contribution"); and approved the City's Contribution to the Initiative
for each subsequent school year, on a recurring basis, subject to funding approval during the
City's budgetary process and provided that the- City's Contribution amount does not exceed
$139,000; and further authorized the City Manager and City Clerk to execute any and all
required agreements and documents to implement the program.
Initiative services were not provided to some schools in the 2022-23 school year due to staffing
challenges of our partners: Miami Beach South Pointe Elementary School, Miami Beach
Fienberg Fisher K-8, Miami Beach Nautilus Middle School, and Biscayne Beach Elementary
School. Alternate service models are being explored to fill the open mental health professional
position for the 2023-24 school year to ensure services are available for all youth.
As of August 30, 2021, Miami-Dade County Public Schools entered an agreement with Hazel
Health, Inc., a Delaware corporation ("Hazel") and Telehealth Services USA, Inc., a California
corporation, d/b/a Hazel Health Services ("Hazel Health Services") (collectively, Hazel and
Hazel Health Services shall be collectively referred to herein as "Hazel Health") to provide
therapy, counseling and non-clinical services such as telehealth technology, training, and
technology support services.
As of December 8, 2023, Miami-Dade County Public Schools entered an agreement to extend
the terms of the agreement with Hazel Health through the remainder of 2024.
ANALYSIS
Hazel Health shall provide the telehealth-based primary care, counseling and mental health
services for students at Miami Beach Nautilus Middle, Miami Beach Fienberg Fisher K-8
Center,
Miami Beach South Pointe Elementary, and Biscayne Beach Elementary within the budget
currently allocated for these services.
Hazel Health Services will provide suite of telehealth mental health services. Services include
conducting behavioral health assessments, crisis consultation for the district to include clinical
support for District staff, students and parents. Conducting care management activities including
transitioning care to a long-term provider for long term care or psychiatry.
District Technology and Support Requirements: The district shall provide its own Internet
telecommunication lines necessary to effectively run the telehealth systems and equipment at
District's school(s), including all costs associated with installation (if needed), maintenance and
monthly availability fees. District is responsible for providing its own information technology
support staff for its equipment, connectivity, software, and technology.
District School Training: During the initial on-boarding and setup following the Effective Date,
Hazel Health will be responsible for providing initial training and orientation to appropriate staff
designated by District on telehealth technology utilized at District location(s). District agrees to
Page 397 of 1445
fully collaborate with Hazel Health through this period of training and implementation. After the
initial implementation and training performed by Hazel Health, District is solely responsible to
provide ongoing training to its staff unless it elects to purchase additional optional training from
Hazel Health.
The City seeks to add Hazel Health as a provider for the Nurse Enhancement Initiative,
commencing for the 2023-2024 school year, to fill in the gap for these services at the City's
Participating Schools, and every year thereafter, as may be needed, to fulfill the Nurse
Enhancement Initiative for behavioral health services for all of the participating schools. In order
to utilize the services of Hazel Health, the Miami Beach Chamber Education Foundation, Inc.
would need to execute an agreement with the School Board and/or Hazel Health, which
agreement would allow the Miami Beach Chamber Education Foundation, Inc., as the City's
fiscal agent, to fund the primary care, therapy, and counseling services provided by Hazel
Health, as needed.
For the 2023-2024 school year, the Miami Beach Chamber Education Foundation, Inc. would
be negotiating and executing an agreement with the School Board and Hazel Health, in a form
similar to the draft Master Service Agreement attached hereto. The cost for the services to be
provided by Hazel Health would be paid from previously approved funding for Fiscal Year 2023-
2024, and prospectively would not increase the total approved cap for the City's Contribution, in
the annual amount of $139,000.00.
SUPPORTING SURVEY DATA
49% of residents are satisfied or very satisfied with public schools in Miami Beach
FINANCIAL INFORMATION
N/A
CONCLUSION
The City Manager recommends approving, in substantial form, Amendment No. 8 to the MOU, a
draft copy of which is attached hereto; said Amendment approving Hazel Health, as the current
provider of telehealth-based primary care, therapy and counseling services for the School
Board, and authorizing , the Miami Beach Chamber Education Foundation, Inc., as the City's
fiscal agent, to negotiate and execute any required agreements with the School Board and/or
Hazel Health, in order to fund primary care, therapy and counseling services, as needed, for the
participating schools, commencing for the 2023-2024 school year.
Additionally, the City Manager recommends authorizing the Miami Beach Chamber Education
Foundation, Inc. to execute future funding agreements, which may include other providers,
approved by the School Board of Miami-Dade County for similar services, in connection with the
fulfillment of the Nurse Enhancement Initiative.
Applicable Area
Not Applicable
Is this a "Residents Right Does this item utilize G.O.
to Know" item, pursuant to Bond Funds?
City Code Section 2-14?
No No
Page 398 of 1445
Strategic Connection
Prosperity- Be known for(K-12) educational excellence.
Legislative Trackina
Education and Performance Initiatives
ATTACHMENTS:
Description
❑ Amendment 8
❑ Draft Agreement MDCPS Hazel Chamber
❑ Resolution
Page 399 of 1445
AMENDMENT NO. 8
TO THE MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA
AND
THE MIAMI BEACH CHAMBER EDUCATION FOUNDATION, INC.
TO IMPLEMENT A MIAMI BEACH NURSE ENHANCEMENT INITIATIVE
FOR BEHAVIORAL HEALTH SERVICES
FOR SCHOOL YEARS 2023-2024 AND 2024-2025
Amendment No. 8 ("Amendment") is made and entered into this day of , 2024,
by and between the City of Miami Beach, Florida, a municipal corporation organized and
existing under the laws of the State of Florida, having its principal place of business at 1700
Convention Center Drive, Miami Beach. Florida 33139 ("CITY") and the Miami Beach Chamber
Education Foundation, Inc., a not-for-profit corporation organized and existing under the laws
of the State of Florida, having its principal place of business at 1920 Meridian Ave, 3' Floor. Miami
Beach, Florida 33139 (`MBCEF") (collectively, the "Parties"), to amend the Memorandum of
Understanding entered into on July 26, 2016, as amended by Amendment No. 1, Amendment
No. 2. Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and
Amendment No. 7, collectively referred to herein as the "MOU":
RECITALS
WHEREAS, the CITY, North Bay Village. the Town of Bay Harbor Islands, the Town of
Surfside, and Bal Harbour Village (the -Participating Municipalities") determined that students
at North Beach Elementary, Treasure Island Elementary, and Ruth K. Broad Bay Harbor K-8
Center did not have full-time, on-site healthcare services and were, thus, underserved as
compared to other public schools in the feeder pattern that falls within the City of Miami Beach;
therefore, the Participating Municipalities, the MBCEF and The Children's Trust ("The Trust"
or"TCT")entered into a Memorandum of Understanding on August 19, 2013 to provide healthcare
services, through a nurse, for these participating schools (the"Nurse Initiative") during the 2013-
2014 school year, and thereafter extended the Nurse Initiative to the 2014-2015 school year;
and
WHEREAS, due to the success of the Nurse Initiative, and because the basic healthcare
services previously funded through the Nurse Initiative were being provided by The Trust via
the new School Health Programs, on April 13, 2016, the Mayor and City Commission adopted
Resolution No. 2016-29345, approving the enhancement of the Nurse Initiative by providing
behavioral health/mental health services for the participating schools through a licensed clinical
social worker (the "Nurse Enhancement Initiative") for the 2016-2017 school year; and
WHEREAS, pursuant to Resolution No. 2016-29345, on July 26, 2016, the City and
MBCEF entered into a Memorandum of Understanding ("MOU"), which continued the Nurse
Enhancement Initiative for North Beach Elementary, Treasure Island Elementary, and Ruth K.
Broad Bay Harbor K-8 Center, and expanded the Nurse Enhancement Initiative to include
Miami Beach Senior High School, Miami Beach Nautilus Middle School, Miami Beach Fienberg-
Fisher K-8, Biscayne Beach Elementary School, and Miami Beach South Pointe Elementary
Page 1of7
Page 400 of 1445
School, by providing for a licensed clinical social worker one day a week at each of the
participating schools; and
WHEREAS, on May 25, 2017, the CITY and MBCEF executed Amendment No. 1 to the
MOU, continuing the Nurse Enhancement Initiative for the 2017-2018 school year; and
WHEREAS, on April 11, 2018, the Mayor and City Commission adopted Resolution No.
2018-30259, approving the expansion of mental health services at all public CITY elementary and
middle schools, in an amount not to exceed $60,000.00 per year; and
WHEREAS, pursuant to Resolution No. 2018-30259, the CITY increased funding for
behavioral health services for the Nurse Enhancement Initiative for the 2018-2019 school year
providing funding for two (2) licensed clinical social workers, or agreed upon equivalent
professional, at each of the CITY schools for the indicated number of days: Miami Beach Senior
High School, one (1) day; Miami Beach Nautilus Middle School, two (2) days; Miami Beach
Fienberg-Fisher K-8, two (2) days; Biscayne Beach Elementary School, two (2) days: Miami
Beach South Pointe Elementary School, two (2) days; and North Beach Elementary School, one
(1) day, (collectively, the "CITY's Participating Schools"), in a total amount not to exceed
$114,000.00 per year (the Nurse Enhancement Initiative for the City's Participating Schools
shall be referred to herein as the "Miami Beach Nurse Enhancement Initiative"); and
WHEREAS, on August 30, 2018, the CITY and MBCEF executed Amendment No. 2 to
the MOU. continuing the Miami Beach Nurse Enhancement Initiative for the 2018-2019 school
year; and
WHEREAS, on September 11, 2019, the Mayor and City Commission adopted Resolution
No. 2019-30957, approving Amendment No. 3 to the MOU: said Amendment continuing the
Miami Beach Nurse Enhancement Initiative, in the amount not to exceed $139.000.00 per year
(the -City's Contribution") for the 2019-2020 school year and each subsequent school year, on
a recurring basis, subject to funding approval during the CITY's budgetary process; and
WHEREAS, on August 12, 2019, Amendment No. 3 was executed, extending the Miami
Beach Nurse Enhancement Initiative services for the 2019-2020 school year pursuant to a
separate agreement to be entered into among MBCEF, The Trust and a healthcare provider
approved by The Trust (the "Provider"); said agreement providing for the staffing and the
payment of certain costs associated with the Nurse Enhancement Initiative for all of the
participating schools, for a total minimum global sum of$232,600.00, pursuant to which the City's
Participating Schools may also receive additional days of service; and
WHEREAS, on August 19, 2020, the CITY and MBCEF executed Amendment No. 4 to
the MOU, continuing the Miami Beach Nurse Enhancement Initiative for the 2020-2021 school
year; and
WHEREAS. on June 21, 2021, the CITY and MBCEF executed Amendment No. 5 to the
MOU, continuing the Miami Beach Nurse Enhancement Initiative for the 2020-2021 school
year; and
WHEREAS, on May 5, 2022, the CITY and MBCEF executed Amendment No. 6 to the
MOU, continuing the Miami Beach Nurse Enhancement Initiative for the 2022-2023 school
year; and
Page 2 of 7
Page 401 of 1445
WHEREAS, on May 16, 2023, the CITY and MBCEF executed Amendment No. 7 to the
MOU, continuing the Miami Beach Nurse Enhancement Initiative for the 2023-2024 school
year; and
WHEREAS, on April 3, 2024, that the Mayor and City Commission adopted Resolution
No. , approving, in substantial form, this Amendment to the MOU; (1)
approving Hazel Health, Inc. (Hazel) and Telehealth Services USA, Inc. d/b/a Hazel Health
Services (Hazel Services) (collectively, Hazel Health), as the current provider of telehealth-based
primary care, therapy and counseling services for the School Board of Miami-Dade County
(School Board), in order to fill vacancies for these services at City schools. commencing during
the 2023-2024 school year. and every year thereafter, as needed; and (2) authorizing MBCEF,
as the City's fiscal agent, to negotiate and execute any required agreements with the School
Board and/or Hazel Health to fund the services provided by Hazel Health; and authorizing MBCEF
to execute future funding agreements, which may include other providers. approved by the School
Board for similar services, in connection with the fulfillment of the Nurse Enhancement Initiative;
and
WHEREAS, the CITY will contribute funding in the amount of $139,000.00 to support the
Miami Beach Nurse Enhancement Initiative for the 2024-2025 school year, providing funding
for two (2) licensed clinical social workers, or agreed upon equivalent professional, at each of the
CITY's Participating Schools for the approximate number of days indicated: Miami Beach
Senior High School, four (4) or five (5) days; Miami Beach Nautilus Middle School, two (2) days;
Miami Beach Fienberg-Fisher K-8, one (1) day; Biscayne Beach Elementary School, one (1) day;
Miami Beach South Pointe Elementary School, one (1) day; and North Beach Elementary School,
one (1) day; and
WHEREAS, the Miami Beach Nurse Enhancement Initiative for behavioral health
services for the CITY's Participating Schools (the"Initiative")for the 2023-2024 and 2024-2025
school years should be established pursuant to. and as part of, separate agreements to be
entered into between (1) MBCEF, The Trust and/or the healthcare provider approved by The
Trust; and/or (2) MBCEF, the School Board and/or the healthcare provider approved by the
School Board) (collectively, the "Funding Agreements") to provide for the staffing and the
payment of certain costs associated with the Nurse Enhancement Initiative for all of the
participating schools, for a total minimum global sum of $232,600.00, pursuant to which the
CITY's Participating Schools may receive additional days of service. Once executed, the
Funding Agreements shall be attached as Attachment "A" hereto.
NOW, THEREFORE, in consideration of the mutual conditions and promises contained
herein, the Parties agree to amend the MOU as follows:
1. ABOVE RECITALS.
The above recitals are true and correct and are incorporated as part of this
Amendment.
2. MODIFICATIONS.
Page 3 of 7
Page 402 of 1445
The MOU is hereby amended (deleted items ' Ic--through and inserted items
underlined) as follows:
(a) Commencing as of the Effective Date of this Amendment, Hazel Health as the
current provider of telehealth-based primary care, therapy and counseling services
for the School Board is hereby added as a provider of behavioral health services
for all participating schools for the 2023-2024 school year, in order to fill current
vacancies for these services, and every year thereafter, as needed to fulfill the
Nurse Enhancement Initiative.
(b) The term of this MOU is hereby extended through and including September 30,
2025.
(c) Paragraph 3 of the MOU is hereby deleted in its entirety and replaced with the
following:
3. On or before October 31st, of each school year, the CITY shall provide funds
("CITY'S Contribution") to MBCEF for Initiative services on behalf of the CITY's
Participating Schools, in the amount of$139,000.00, for the period from October
1, 2024 to July_31, 2025 and from August 1, 2025 to September 30, 2025 subject
to the following conditions:
a. a favorable recommendation of the CITY's Contribution toward
the Initiative is made by the CITY's Finance and Citywide Projects
Committee in July of each fiscal year; and
b. the CITY approves a budget during the CITY's budget hearings in
September of each fiscal year that provides funding for the CITY's
Contribution in each respective school year.
3. RATIFICATION.
Except as amended herein, all other terms and conditions of the MOU shall remain
in full force and effect. In the event there is a conflict between the provisions of this
Amendment and the MOU, the provisions of this Amendment shall govern.
(THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK)
Page 4 of 7
Page 403 of 1445
IN WITNESS THEREOF, the Parties hereto have caused this Amendment to be executed
by their respective and duly authorized officers as of the day and year first written above.
ATTEST: CITY OF MIAMI BEACH, FLORIDA
By: By:
Rafael E. Granado, City Clerk Alina T. Hudak, City Manager
Date:
Approved as to
form & Language
& for Execution
City Attorney Date
Page 5 of 7
Page 404 of 1445
ATTEST: MIAMI BEACH CHAMBER EDUCATION
FOUNDATION, INC.
By: By:
Print Name: Brittanie Bassant, President and CEO
Date:
1111)
Page 6 of 7
Page 405 of 1445
ATTACHMENT "A"
MBCEF/THE TRUST/PROVIDER AGREEMENTS
0
Page 7 of 7
Page 406 of 1445
MASTER SERVICES AGREEMENT BETWEEN THE SCHOOL BOARD OF
MIAMI-DADE COUNTY, FLORIDA,MIAMI BEACH CHAMBER EDUCATION
FOUNDATION,INC. , HAZEL HEALTH INC. AND TELEHEALTH SERVICES
USA
This Teletherapy Professional Services Agreement ("Agreement") is made and entered into as of June 21 st,
2023 (the"Effective Date"), by and between, Hazel Health Inc., a Delaware corporation qualified to do business
in Florida ("Hazel") and Telehealth Services USA., doing business as Hazel Health Services, a Florida
professional corporation ("Hazel Health") The School Board of Miami-Dade County, Florida existing under the
state laws of Florida("District"), and Miami Beach Chamber Education Foundation, Inc. ("Chamber")a Florida
Not for Profit Corporation, for the provision of telehealth-based professional therapy and counseling services.
Each entity is referred to individually as a"party"and the entities collectively are referred to as the"parties."
RECITALS
A. Hazel Health engages licensed providers, such as nurse practitioners duly licensed in various states,
including the State of Florida who are qualified and experienced in providing telehealth based therapy and
counseling services.
B. Hazel is in the business of assisting Hazel Health by providing non-clinical services such as
telehealth technology, training, and technology support services.
C. District is a school district within the state of Florida and desires to engage Hazel Health to provide
certain telehealth-based services to students enrolled in the District.
D. Chamber is a Not for Profit within the state of Florida who desires to compensate Hazel for the
Services provided to the District.
E. District and Chamber believe a contract by which it arranges for these telehealth services will improve
quality healthcare access for its students, as well as reduce truancy related illness, increase retention,and overall
improve academic performance of its students.
F. Healthcare services, therapy or counseling services may occur at the various schools or outside the
schools, at the covered student's home, as agreed upon by the parties.
NOW,THEREFORE, for and in consideration of the recitals above and the mutual covenants and
conditions contained herein, the parties agree as follows:
1. Hazel and Hazel Health Obligations. District hereby engages Hazel Health to be a provider of
telehealth-based primary care services (the"Services").
1.1 Applicable Standards. Hazel Health shall at all times render Services in accordance with: (i)
professional standards of care; (ii) applicable statutes and regulations; (iii) District's written policies; and (iv)
any protocols developed by the parties.
1.2 Coverage and Response Time. Hazel Health shall make the Services,as further described in Exhibit
A attached hereto and incorporated herein of this Agreement, available in accordance with the service level
availability requested by the District. District understands and agrees that Hazel Health is not responsible for
unavailability of the Services, or for a delay or interruption in performing the Services, if due to a network
communications or technology error, failure, or interruption, or to unexpected volume, beyond the control of
Page 407 of 1445
Hazel Health based upon commercially reasonable standards. In the event the full scope of Services is unable to
be provided (e.g., unanticipated unavailability of Hazel Health providers due to sickness or an emergency, a
network server error, equipment or system malfunction), District shall provide its customary level of care for
students which may be limited to visits with the school nurse. In such an event, Hazel Health shall make best
efforts for its providers to continue to be available for phone consultation, to the extent such is appropriate in the
provider's professional judgment.
1.3 Hazel and Hazel Health's Representations. Hazel Health represents as follows, and shall
notify District immediately upon becoming aware that any of the representations below is no longer correct:
(a) Hazel and Hazel Health have the authority to enter into this Agreement;
(b) Hazel and Hazel Health are not bound by any agreement or arrangement that would preclude
it from entering into, or from fully performing the Services required under this Agreement;
(c) Neither Hazel Health nor any provider delivering Services under this Agreement: (i) is a
"sanctioned person"under any federal or state program or law; (ii)has been listed in the current List of Excluded
Individuals and Entities by the Office of Inspector General for the U.S. Chamber of Health and Human Services;
(iii) has been listed on the General Services Administration's List of Parties Excluded from Federal Programs;
(iv) has been listed on the U.S. Chamber of Treasury, Office of Foreign Assets Control's Specially Designated
Nationals and Blocked Persons List; or(v)has been convicted of a criminal offense related to health care.
1.4 Independent Medical Judgment. Hazel Health and its providers shall use their independent medical
and professional judgment when performing professional telehealth services. Hazel, nor the District, shall have
nor exercise any control over the professional judgment and medical decision-making of the providers.
1.5 Applicable Standards and Staffing. To enable Hazel Health to provide the Services, District shall
staff and equip its location(s) in accordance with: (i) applicable standards of care; (ii) applicable statutes and
regulations; (iii) District's school districts written policies; and(iv) any protocols developed by the parties.
1.6 Telehealth Technology and Support. District shall provide the technology and support as set forth
in this Agreement. The selected sites must have consistent Wi-Fi access of 1.5 Mbps download 500 Kbps upload.
Subject to parental consent, District agrees to provide a regular data feed to Provider with demographic and
relevant data necessary to provide the highest quality care. Parental consent is attached hereto and incorporated
herein as Exhibit B. District will also provide printing capabilities as needed with the requisite supplies, including
but not limited to printer,toner and printing paper.
1.7 Telepresenter/Initiator. District shall make an onsite individual available to Hazel Health for
purposes of serving as a telepresenter/initiator who will assist with certain administrative and basic clinical
functions under the direction and supervision of the Hazel Health's provider as required by applicable state law.
The duties of Initiators include, but are not limited to, (a) verifying that the student's parents/guardians have
consented to treatment by provider and (b) launching the application to start the visit.
1.8 District's Representations. District represents as follows,and shall notify Hazel Health
immediately upon becoming aware any of the representations below is no longer correct:
(a)District is in good standing under the laws of the State of Florida,and has the authority to enter into
this Agreement;
(b) District is not bound by any agreement or arrangement that would preclude it from entering into, or
Page 408 of 1445
from fully performing its obligations under, this Agreement;
(c) Neither District nor any of its employees, officers or agents: (i) are "sanctioned persons" under any
federal or state program or law; (ii) have been listed in the current List of Excluded Individuals and Entities by
the Office of Inspector General for the U.S. Chamber of Health and Human Services;(iii)have been listed on the
General Services Administration's List of Parties Excluded from Federal Programs; (iv) have been listed on the
U.S. Chamber of Treasury, Office of Foreign Assets Control's Specially Designated Nationals and Blocked
Persons List; or(v) have been convicted of a criminal offense related to health care;
1.9 Hazel Health attests that the District, nor any employee, agent or representative of District has any
financial relationship, direct or indirect, with any Hazel Health provider, except as expressly set forth in this
Agreement.
2. Medical Records; FERPA; HIPAA Privacy & Security.
2.1 HIPAA Compliance. The health records of Hazel Health's patients which are prepared and
maintained by Hazel Health in connection with providing the Services hereunder are the property of Hazel Health.
Hazel Health agrees to comply with all applicable federal and State laws and regulations relating to the
maintenance, uses and disclosures of protected health information (including any heightened requirements for
mental health records), including,without limitation, the Health Insurance Portability and Accountability Act of
1996, as codified at 42 U.S.C. § 1320 et. seq. ("HIPAA"), as amended by the Health Information Technology for
Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009,
and any current and future regulations promulgated thereunder, including those published at 45 C.F.R. Parts 160,
162,and 164, all collectively referred to herein as "HIPAA Requirements."To the extent required by the HIPAA
Requirements, Hazel Health shall obtain authorization and consent from the patients and/or patients' parents or
legal guardians to use or disclose the patients' protected health information.
2.2 FERPA Compliance. The parties acknowledge that certain information Hazel or Hazel Health may
view or have access to may be considered education records that are subject to the Family Educational Rights
and Privacy Act, codified at 20 U.S.C. § I232g, and its implementing regulations, codified at 34 C.F.R. Part 99,
collectively referred to herein as "FERPA."The Parties further acknowledge that, in some instances, FERPA or
State law may require a patient's authorization to disclose education records from the District to Hazel Health.
To the extent required by FERPA or State law, District shall obtain the patient's authorization to disclose
educational records to Hazel Health. Hazel and Hazel Health agree to comply with any FERPA or applicable
State law requirements regarding the confidentiality of education records.
2.3 Confidentiality of Student Records. Hazel and Hazel Health shall regard all student information as
confidential and will not disclose the student information to any third party.All District Data received shall remain
in the Continental United States. Hazel and Hazel Health attest of SOC II compliance where the District data shall
be stored. Upon a written request from the District, Hazel and Hazel Health shall provide an attestation of
independent third-party audit conducted based on an industry recognized framework such as the NIST
Cybersecurity Framework (CSF), NIST SP 800-53, ISO 27001, or evidence of a comprehensive internal and
external penetration test once per calendar year. Upon parental consent District may share information with Hazel
Health in order for Hazel Health to provide services under this Agreement. Attached hereto and incorporated
herein are the data sharing terms and conditions as Exhibit C.
3. Compensation. There will be no compensation due from the District for the Services. Chamber shall pay
Hazel in accordance with the payment provisions set forth in Exhibit A of this Agreement, incorporated herein
("Compensation"). Hazel and Hazel Health agree to assume responsibility for all per diem and travel expenses,
unless authorization to incur such expenses is granted by the District in advance of the expenditures being
incurred. Procurement Authority to enter into this Agreement shall be
Page 409 of 1445
4. Billing and Collection. Except to the extent inconsistent with federal or state law, Hazel Health and its
providers shall have the sole and exclusive right to bill and collect for the Services from all patients,health plans,
governmental agencies, third party payers, and other financially-responsible parties.
5. Term and Termination.
5.1 Term. The term of this Agreement shall commence on September 1, 2023 and shall continue until
August 31, 2024. Upon the conclusion of the Initial Term, this Agreement shall renew for a subsequent two
successive one (1) year terms unless either party gives the other parties written notice of non-renewal at least
ninety (90) days prior to the expiration of the then-current term or the Agreement is terminated by the District.
The parties recognize there may be a ramp-up period following the Effective Date,and the actual commencement
of Services under this Agreement is contingent upon the parties jointly determining a mutually-agreeable Service
schedule. Notwithstanding the foregoing,this Agreement may be terminated as follows:
5.2 Termination.
(a) Termination for Cause. Either party may terminate this Agreement for cause upon material
breach by the other party, provided such material breach continues uncured for thirty (30) days after receipt by
the breaching party of written notice from the other party specifying such breach. The notice of breach under this
Section shall specify with reasonable particularity the nature and extent of the breach for which complaint has
been made.
(b) Immediate Termination. Either party may terminate this Agreement immediately by written
notice to the other party upon the occurrence of any of the following events: (i) the other party is listed by a
federal agency as being debarred, excluded, terminated, or otherwise ineligible for federal healthcare program
participation;(ii)the other party discontinues operations for at least fifteen(15)days or loses its required licensure
or accreditation; or (iii) the other party files a petition in bankruptcy, or makes an assignment for the benefit of
creditors; if any involuntary petition in bankruptcy or petition for an arrangement pursuant to any bankruptcy
laws is filed against the other party and such petition or assignment is not dismissed or rescinded, as applicable,
within ninety(90)days.
(c) Termination for Convenience. District reserves the right to terminate this Agreement at any
time and for any reason, upon giving thirty (30) days prior written notice to other Parties. If said Agreement
should be terminated for convenience as provided herein,the District will be relieved of all obligations under this
Agreement.
(c) Change in Law. If any state or federal laws or regulations, now existing or enacted or
promulgated after the Effective Date, are interpreted by a judicial decision, a regulatory agency or legal counsel
in such a manner that this Agreement or any provision hereof may be in violation of such laws or regulations, the
parties shall amend this Agreement as necessary to preserve the underlying economic and financial arrangements
between the parties and without substantial economic detriment to either party. If, in the written opinion of a
parry's legal counsel, this cannot be done, then such party may provide thirty (30) days' prior written notice to
the other party of the Agreement's termination.
(d) Effect of Termination. The parties shall cooperate to ensure the smooth transition of patient
care during termination of this Agreement.To the extent the parties entered into any licensing or other agreements
regarding the Services, such agreements shall immediately and automatically terminate concurrent with this
Agreement. Each provider or Professional's credentialing with District and its Covered School(s) shall
automatically terminate for the type of Services rendered under this Agreement, except to the extent the provider
or Professional held such membership or privileges prior to the Effective Date of this Agreement. Within thirty
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(30) days of the termination or expiration of this Agreement, each party shall return to the other all equipment,
software, and Confidential Information owned by the other party, and the Chamber shall pay that amount of the
Agreement actually performed to the date of termination.
6. Independent Contractors. Nothing under this Agreement is intended, nor shall be construed, to create a
partnership, employer-employee relationship, or joint venture between the parties. Parties (nor their respective
agents or employees) shall have any authority to bind the other party without the other parry's express written
consent. Each party shall be solely responsible for reporting, withholding, and paying all taxes and other sums
due to individuals providing services on its behalf. Likewise,each party shall be solely responsible to provide
and pay for all workers' compensation insurance for any employed individuals providing services on its behalf.
Hazel and Hazel Health may engage subcontractors to perform certain of their obligations under this Agreement;
provided that no such subcontractor shall relieve Hazel Health of its respective obligations under this Agreement.
Hazel may replace Hazel Health as the medical provider with 30 days written notice to the District.
7. Insurance. Prior to commencement of work under the agreement, Hazel Health shall obtain and maintain
without interruption the insurance as outlined below. Hazel Health agrees to furnish a fully completed
certificate of insurance naming the School Board of Miami-Dade County,Florida as a certificate holder,signed
by an authorized representative of the insurer providing such insurance coverages. The insurance coverages
and limits shall meet, at a minimum, the following requirements:
A. Workers' Compensation/Employer's Liability Insurance.
Such insurance shall be no more restrictive than that provided by the Standard Workers' Compensation
Policy, as filed for use in Florida by the National Board on Compensation Insurance, without restrictive
endorsements. The minimum amount of coverage (inclusive of any amount provided by an umbrella or
excess policy) shall be:
Part One: "Statutory"
Part Two: $ 100,000 Each Accident
$ 500,000 Disease- Policy Limit
$ 100,000 Disease- Each Employee
B. General Liability Insurance
Such insurance shall be no more restrictive than that provided by the most recent version of standard
Commercial General Liability Form(ISO Form CG 00 01)without any restrictive endorsements.
The minimum limits(inclusive of amounts provided by an umbrella or excess policy) shall be:
$ 1,000,000 General Aggregate
$ 1,000,000 Products/Completed Operations Aggregate
$ 1,000,000 Personal and Advertising Injury
$ 1,000,000 Each Occurrence
Hazel Health shall name "The School Board of Miami-Dade County, Florida and its members, officers and
employees" as an additional insured on a form no more restrictive than the CG 20 10 (Additional Insured —
Owners, Lessees, or Contractors).
C. Automobile Liability Insurance
Such insurance shall be no more restrictive than that provided by Section II (Liability Coverage)of the most
recent version of standard Business Auto Policy(ISO Form CA 00 01)without any restrictive endorsements,
including coverage for liability contractually assumed, and shall cover non-owned, and hired autos used in
connection with the performance of the Contract. The minimum limits (inclusive of any amounts provided
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by an umbrella or excess policy) shall be$ 1,000,000
Each Occurrence- Bodily Injury and Property Damage Combined
Professional Liability: If the contract requires professional services, Hazel Health shall provide evidence
of the following professional liability coverage. Such insurance shall be on a form acceptable to the Board
and shall cover Hazel Health for those sources of liability arising out of the rendering or failure to render
professional services in the performance of the services required in the Agreement including any hold
harmless and/or indemnification agreement. Coverage must either be on an occurrence basis; or, if on a
claims-made basis,the coverage must respond to all claims reported within three years following the period
for which coverage is required and which would have been covered had the coverage been on an occurrence
basis. The minimum limits (inclusive of any amounts provided by an umbrella or excess policy) shall be $
1,000,000 Each Claim/Annual Aggregate
Cyber Liability Insurance: If the Contract requires the transfer of electronic records containing personal
identifiable information of student or employee records between Hazel Health and the Board, Hazel Health
shall provide evidence of the following insurance. Hazel Health shall maintain Cyber Liability insurance
with limits of not less than $1,000,000 for each wrongful act, and Liability for security or privacy breaches,
including loss or unauthorized access to the Board's data; Costs associated with a privacy breach, including
consumer notification, customer support/crises management, and costs of providing credit monitoring
services; Expenses related to regulatory compliance, government investigations, fines, fees assessments and
penalties; Costs of restoring, updating or replacing data; Privacy liability losses connected to network
security,privacy,and media liability"Insured versus insured"exclusion prohibited. The insurance provided
by the Company shall apply on a primary basis. Any insurance, or self-insurance, maintained by the Board
shall be excess of, and shall not contribute with, the insurance provided by the Company.
Unless otherwise notified, the certificate of insurance shall be
delivered to: The School Board of Miami-Dade County,
Florida
Office of Risk and Benefits
Management
PO Box 12241
Miami, Florida 33101-2241
The above insurance requirements may only be amended or waived via written approval of the Office of Risk
and Benefits Management.
8. Access to Books and Records. Parties understands the broad nature of these laws and agrees to comply with
Florida's Public Records Laws and laws relating to records retention. To the extent applicable,until the expiration
of five(5)years after the furnishing of Services hereunder,the parties shall make available to the Secretary of the
Chamber of Health and Human Services, the Comptroller General of the United States, or their duly-authorized
representatives, such books, documents and records necessary to certify the nature and extent of the cost of the
Services. If any Services are performed by way of subcontract with another organization and the value or cost of
such subcontracted Services is Ten Thousand Dollars ($10,000) or more over a twelve (12) month period, such
subcontract shall contain and the respective party shall enforce a clause to the same effect as this Section. The
availability of the parties' books, documents and records shall be subject at all times to all applicable legal
requirements, including without limitation, such criteria and procedures for seeking and obtaining access that
may be promulgated by the Secretary. If Hazel or Hazel Health keep and maintain public records upon completion
of the contract, they shall meet all applicable requirements for retaining public records. All records stored
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electronically must be provided to the District, upon request from the District's custodian of public records, in a
format that is compatible with the information technology systems of the District.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 305-995-1128,
prr@dadeschools.net,and 1450 NE 2 Avenue, Miami, Florida 33132.
9. Indemnification, Duty to Defend, and ADA Compliance.
To the fullest extent permitted by law, Hazel shall indemnify and hold harmless the District, and its employees
("Indemnitees") from and against all claims, liabilities, damages, losses, and costs including, but not limited to,
reasonable costs and attorneys' fees at the pre-trial, trial and appellate levels, arising out of, resulting from
Hazel's performance under this Agreement or to the extent caused by negligence, recklessness, or intentional
wrongful conduct of Hazel or other persons employed or utilized by Hazel in the performance of this Agreement.
The remedy provided to the Indemnitees by this indemnification shall be in addition to and not in lieu of any
other remedy available under the Agreement or otherwise. This indemnification obligation shall not be
diminished or limited in any way to any insurance maintained pursuant to the Agreement otherwise available to
Hazel. The provisions of this Section are intended to require Hazel to furnish the greatest amount of
indemnification allowed under Florida law. To the extent any indemnification requirement contained in this
Agreement is deemed to be in violation of any law, that provision shall be deemed modified so that Hazel shall
be required to furnish the greatest level of indemnification to the Indemnitees as was intended by the parties
hereto.
The Hazel Health agrees, at its own expense, and upon written request by the District, to defend any suit, action
or demand brought against the District on any claim or demand arising out of, resulting from Hazel Health's
performance under this Agreement.
Hazel agrees and warrants that its services and/or products comply with the American with Disabilities Act of
1990 and Section 504 of the Rehabilitation Act of 1973, along with its implementing regulations, to ensure that
individuals with disabilities have an equal opportunity to participate in the District's programs and activities.
Hazel agrees to promptly respond and resolve any complaints regarding the accessibility of its services and/or
products. Hazel further agrees to defend, hold harmless and indemnify the District, including reasonable
attorneys' fees, for any claims or actions arising out of Hazel's failure to comply with this requirement.
10. Disclaimer of Warranties. Any equipment and software are provided "as is," with all faults, and without
warranty of any kind. Hazel Health disclaims all warranties, express and implied, including, but not limited to,
the implied warranties of merchantability and fitness for a particular purpose. District expressly agrees and
acknowledges that use of the equipment and software is at the District's sole risk.Neither Hazel nor Hazel Health
warrant that the equipment or software will meet District's requirements, or that the equipment or software is
compatible with any particular hardware or software platform,or that the operation of the equipment or software
will be uninterrupted or error-free, or that defects in the equipment or software will be corrected. No oral or
written information or advice given by Hazel Health or their authorized representatives shall create a warranty or
in any way increase the scope of this warranty.
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11. Third Party Disclaimer. Neither Hazel nor Hazel Health make any warranty of any kind, whether express
or implied with regard to the third party content or any software, equipment, or hardware obtained from third
parties (collectively, the "third party items"). Hazel and Hazel Health expressly disclaim all warranties, express
and implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular
purpose, and title/non-infringement with regard to the third party items. Nothing in this agreement shall be
interpreted as a warranty, either express or implied, by Hazel or Hazel Health that would expand in any way a
standard end-user warranty.
12. Regulations & Ordinances. Hazel and Hazel Health shall comply with all applicable laws, ordinances,
codes, rules and regulations of federal, state and local governments being licensed, if required, for performance
of any work under this Agreement.Hazel and Hazel Health shall be fully and completely responsible for ensuring
full and complete compliance with all Center for Disease Control, Federal,State,and Local regulations regarding
the novel coronavirus known as COV1D-19 and related conditions as may be amended from time to time. As per
Florida Statutes, as amended from time to time, Hazel and Hazel Health shall register with and use the E-Verify
system to verify the work authorization status of all newly hired employees. Should Hazel and Hazel Health
utilize a subcontractor to perform services under this Agreement Hazel or Hazel Health shall obtain an affidavit
stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. If
subcontractor Affidavit is not obtained and/or register with and use the E-Verify system District shall terminate
this Agreement immediately. In addition, Hazel and Hazel Health may not be awarded a public contract for at
least one(1) year after the date on which the contract was terminated.
13.Compliance; No Referrals Required. Each party agrees to comply with all applicable laws and regulations
in performing its obligations hereunder, including but not limited to the federal and state anti-kickback and self-
referral laws and regulations,at all times during the term of this Agreement. Although Hazel Health is obligated
to provide the Services to the District's school districts specified in this Agreement, no party is required to refer
patients to, or otherwise generate business for, the other party. The parties intend this Agreement to comply with
42 U.S.C. § 1320a-7b(b)(the Anti-Kickback Statute),42 U.S.C. § 1395 (the Stark Law)and any other federal or
state law provision governing health care fraud and abuse.The Compensation herein has been determined through
good faith and arm's length bargaining to be commercially reasonable and consistent with the fair market value
of the Services. The Compensation does not include any discount, rebate, or kickback,nor is it intended to be an
inducement or payment for referral of patients from one party to another. This Agreement shall be interpreted
and construed at all times in a manner consistent with applicable laws and regulations governing the financial
relationships among individuals and entities that provide or arrange for the provision of items or services that are
reimbursable by governmental health care programs or other third party payers. The parties acknowledge that
none of the benefits hereunder are conditioned on any requirement that one party make referrals to,be in a position
to make or influence referrals to, or otherwise generate business for the other party. The parties further
acknowledge that Hazel Health and its provider or Professionals are not restricted and can render services for
another school district of their own choosing, nor do the services under this Agreement include, directly or
indirectly, marketing services by either party. There is no agreement, express or implied, between District and
Hazel Health regarding the referral of patients or business among them.
14. Publicity.Neither party will use for publicity, promotion or otherwise, any logo, name, trade name, service
mark or trademark of the other party or its affiliates, or any simulation, abbreviation or adaptation of the same,
or the name of any employee or agent of the other party, without that parry's prior, written, express consent.
Notwithstanding the foregoing, Hazel Health may publicly identify District as a user of the Services, and District
may publicly identify Hazel Health as its provider or Professional of the Services. The parties may publicly
announce they have entered into this Agreement, but neither shall disclose the specific terms of this Agreement
(including pricing)to any third party, except as is required to comply with applicable law.
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15. Entire .Agreement; Amendment. This Agreement sets forth the entire agreement between the parties with
regard to the subject matter hereof, and supersedes all prior or contemporaneous oral or written agreements
entered into between District and Hazel and Hazel Health. All Exhibits and attachments referred to herein are
hereby incorporated into this Agreement. This Agreement and Exhibits may be amended only by a written
agreement signed by the parties.
16.Governing Law.The terms and conditions of this Agreement,as well as all disputes arising under or relating
to this Agreement, shall be governed by Florida law, specifically excluding its choice-of-law principles. The.
exclusive forum and venue for the foregoing is the State or District Court of Miami-Dade County, Florida, unless
such action cannot by law be brought in such a forum, in which case the venue required by law shall govern. In
no event shall such dispute require resolution via arbitration.
17. Assignment; Binding Effect. No party may assign or transfer this Agreement without the prior written
consent of the other parties, such consent not to be unreasonably withheld. Any unpermitted attempt to assign all
or part of this Agreement shall be null and void ab initio. This Agreement shall inure to the benefit of and bind
the parties hereto and their respective heirs, representatives,successors and permitted assigns.
18. Representations by Hazel and Hazel Health. Hazel Health and Hazel represents that: (i) they are duly
organized,validly existing and in good standing under the laws of the state of its organization;(ii)are authorized
and in good standing to conduct business in the State of Florida;(iii)has all necessary power and has received all
necessary approvals to execute and perform its obligations in the Agreement; and (iv) the individuals executing
the Agreement and this Addendum on behalf of Hazel and Hazel Health are authorized to do so.
19. Funding Out. If applicable,each payment obligation of the District created by this Agreement is conditioned
upon the availability of funds that are appropriated or allocated for the payment of services or products. If such
funds are not allocated and available,this Agreement may be terminated by the District, Hazel or Chamber at the
end of the period for which funds are available. Any Party must notify the other Parties at the earliest possible
time before such termination.
20. Subcontractors. If Hazel or Hazel Health is permitted to subcontract any of the work set forth in the
Agreement,each party shall ensure that each Subcontractor complies with all provisions of the Agreement. Hazel
and Hazel Health will remain liable for the acts and omissions of such Subcontractor(s) and the proper
performance and delivery of the products and/or services set forth in the Agreement.
21. Notices; Agency Administrator. Every notice, approval, consent or other communication authorized or
required by this Agreement shall not be effective unless same shall be in writing and sent via hand delivery or
overnight delivery(with a receipt),directed to the other party at its address provided below or such other address
as either party may designate by notice from time to time in accordance herewith:
Hazel Health Services
Attn: Dr. Rob Darzynkiewicz, President
10775 Pioneer Trail Ste. 215
Truckee, CA 96161
Hazel Health, Inc.
Page 415 of 1445
Attn: Josh Golomb, CEO and President
118 2nd St. Fir 6
San Francisco,CA 94105
If to Chamber:
If to District:
The School Board of Miami-Dade County, Florida
1450 N.E. Second Avenue, Suite 912
Miami, Florida 33132
Dr. Jose Dotres
With a copy to:
The School Board of Miami-Dade County, Florida
Office of District Operations/Comprehensive Student Health Services:
Department Director: Attention: Brenda L. Wilder
Address:2950 NW 43"d Terrace Miami, FL33025
And a copy to:
The School Board of Miami-Dade County, Florida
Attn: Walter J. Harvey, General Counsel
1450 N.E. Second Avenue, Suite 430
Miami, Florida 33132
22. Survivorship. Those provisions which by their nature are intended to survive the expiration, cancellation or
termination of the Agreement or Addendum, including, by way of example only, the Indemnification and
Confidentiality provisions, shall survive the expiration, cancellation or termination of the Agreement and this
Addendum.
23. No Gifts or Contingent Fees. It is the policy of the District to not accept gifts, gratuities, or favors of any
kind or of any value whatsoever from vendors,members of the staff,or families. Hazel and Hazel Health warrant
that they have not employed or retained any company or person, other than a bona fide Hazel or Hazel Health
employee, to solicit or secure the Agreement, and that it has not paid or agreed to pay any person, company,
corporation, individual for firm, other than a bona fide employee working solely for the Hazel or Hazel Health,
any fee, commission, percentage, gift, or any other consideration,contingent upon or resulting from the award or
making of the Agreement. Hazel and Hazel Health further warrant that it, nor any of its directors, employees,
officers or agents, nor any of their respective subsidiaries or affiliates, has taken, is currently taking or will take
any action in furtherance of an offer, payment, promise, gifts or anything else of value, directly or indirectly, to
anyone to improperly influence or otherwise secure any improper advantage in procuring business in relation to
the Agreement and/or this Addendum. For the breach or violation of these provisions, the District shall have the
right to terminate the Agreement without liability and/or, at its discretion, to deduct from the price, or otherwise
recover, the full amount of such fee, commission, percentage, gift or consideration.
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24. Backuround Screening:In accordance with the requirements of§1012.465,§1012.32 and§1012.467,Florida
Statutes, and School Board Policies 8475, 1121.01, 3121.01 and 4121.01 as amended from time to time Hazel
and Hazel Health agree that, if Hazel and Hazel Health all of its employees who provide or may provide services
under this Contract will complete criminal history checks, and all background screening requirements, including
level 2 screening requirements as outlined in the above-referenced statutes and District Policies prior to providing
services to The School Board of Miami-Dade County.
24 Miscellaneous.
a) Severability. The invalidity or unenforceability of any term or provision of this Agreement shall not
affect the validity or unenforceability of any other term(s)or provision(s).
b) Waiver. No waiver, including any waiver of breach, shall be valid unless in writing and signed by the
parties.
c) Recitals/Captions.The recitals are incorporated into this Agreement,but the captions are used solely for
convenience.
d) Non-Discrimination. Each party agrees that, in the performance of this Agreement, services will be
provided without discrimination toward any patients,employees,or other persons to the extent prohibited
by law. This includes the parties' agreement to treat all patients without regard to payer source, race,
color, national origin, citizenship, sex, age, sexual orientation, disability, religion, or other factors
unrelated to the patient's need for health care services.
e) Force Majeure. If,as a result of an act of force majeure, including without limitation,an act of God,war,
internal unrest and upheaval, hurricane or natural disaster, hurricane warning or hurricane watch issued
by the US National Weather Service, tropical storm watch or tropical storm warning issued by the US
National Weather Service, riot, labor dispute, strike, threat thereof, intervention of a government agency
or instrumentality, pandemic, epidemic, public health emergency, local, state or national emergency
declarations,or other occurrence beyond the reasonable control of either Party, is hindered in performing
its obligations hereunder or is thereby rendered unable to perform its obligation hereunder, then, in such
event,that Party shall have the right,upon notifying the other of the occurrence of force majeure as herein
defined,to suspend or postpone performance of the activity until the event of the force majeure has passed.
In the event that either Party is unable to perform for a period in excess of six(6)months at any time after
the commencement date of this Agreement, the other Party may, at its option terminate the Agreement.
In the case that conditions improve and warrant the resumption of activities and deployment of services,
Parties would have at least one (1) month to coordinate the resumption of activities per this Agreement
and/or will collaborate together to prepare a contingency plan to ensure continuity of services.
f) No Third Party Beneficiaries. Nothing in this Agreement is intended, nor shall be deemed, to confer
any benefits on any third party, including, without limitation any patients or District Chambers, nor shall
such person or entity have any right to seek, enforce or recover any right or remedy with respect hereto.
Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida
to be sued by third parties in any matter arising out of any contract.
g) Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall
constitute only one agreement. If any signature is delivered by facsimile or email or is signed in any
electronic format,such signature shall create a valid and binding obligation with the same force and effect
as if such signature were handwritten.
h) Attorney's Fees,Each party shall be responsible for its own attorney's fees and costs incurred as a result
of any action or proceeding under this Agreement.
The parties hereto have executed this Agreement as of the Effective Date:
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[signature page follows]
Page 418 of 1445
MASTER SERVICES AGREEMENT BETWEEN THE SCHOOL BOARD OF
MIAMI-DADE COUNTY, FLORIDA, MIAMI BEACH CHAMBER EDUCATION
FOUNDATION, INC. , HAZEL HEALTH INC. AND TELEHEALTH SERVICES
USA
SUBMITTED BY: THE SCHOOL BOARD OF MIAMI-DADE COUNTY,
FLORIDA
Charge Location Administrator Signature Date
BY: Signature
APPROVED AS TO RISK AND BENEFITS (Superintendent of Schools or Designee)
(as to the School Board):
Risk Management Signature Date (Name Typed) Date
APPROVED AS TO PROCUREMENT AUTHORITY
(as to the School Board):
Procurement Management Signature Date
APPROVED AS TO FORM AND LEGAL
SUFFICIENCY
(as to the School Board):
School Board Attorney-Signature Date
Miami Beach Chamber Education Foundation, Inc Hazel Health, Inc.
BY:
Signature BY:
Signature
Name: Name:
(Name Typed) (Title) (Date) (Name Typed) (Title) (Date)
Address: Address:
F.E.I.N. F.E.I.N.
Hazel Health Services
BY:
Signature
Name:
(Name Typed) (Title) (Date)
Address:
F.E.I.N. (If organization)
Page 419 of 1445
EXHIBIT A
Hazel Health shall provide the telehealth based primary care, counseling and mental health
services for students at the below stated schools.
SCHOOL NAME TOTAL ENROLLMENT
Miami Beach Nautilus MS 863
Miami Beach Fienberg/Fisher K-8 CTR 792
Miami Beach South Pointe ES 459
Biscayne Beach ES 535
The amount not to exceed paid by Chamber $26,290.00
SERVICES
1. Telehealth Physical Health Services: For each consultation, the Hazel
Health provider shall:
a. Direct/supervise Initiator in performing initial set tasks.
b. Conduct a healthcare consult to assess the patient's clinical needs; and
c. Based upon the healthcare consult, should Hazel Health's provider determine the
patient's condition constitutes an emergent matter, refer the patient or directly
contact the appropriate emergency service Professionals (e.g., 911).
d. Only patients who have completed the necessary steps to create a valid
provider-patient relationship via telehealth will receive consultations by
Hazel Health provider, including the
• following steps:
i. Agreeing to an informed consent form,terms of use, and release of
information and privacy policies .
ii. Completing a comprehensive clinical history disclosure via the
online platform.
iii. Documenting a patient assessment.
2. Telehealth Mental Health Services: The Hazel Health suite of mental health services
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include:
a.Conducting behavioral health assessments.
b. Crisis consultation for the District to include clinical support for District staff,
students and parents.
c.Conducting care management activities including transitioning care to a
long-term provider for long term care or psychiatry.
3. Sufficient Information. The provider's service is reliant upon the accuracy and
completeness of the patient information conveyed to the provider, which is the sole
responsibility of the student/patient. The providers have the right to refuse to provide
the Services if, in the independent clinical judgment of the provider, necessary
information has not been provided to him or her.
4. Consents. To the extent required under state law or third party payer rules, Hazel
Health shall obtain a valid patient informed consent to telehealth services, and shall
place the consent in the patient's health record. To the extent required under state law
or third party payer rules, Hazel Health shall communicate to and inform the patient of
the nature of the professional services, including that such services will be delivered via
telehealth.
Technoloin and Support
District Technology and Support Requirements. District shall provide its own Internet
telecommunication lines necessary to effectively run the telehealth systems and equipment at
District's school(s), including all costs associated with installation (if needed), maintenance and
monthly availability fees. District is responsible for providing its own information technology
support staff for its equipment, connectivity, software, and technology.
System Testing and Start-Up Period. As soon as the parties have installed and tested the
telehealth equipment and software, and developed communication and clinical protocols, the
parties shall conduct a series of"acceptance tests" designed to simulate a telehealth consult and
shall refine the process as they mutually agree. The parties shall use all reasonable efforts to
complete all start up, protocol development, and system testing matters approximately ten (10)
days prior to the target commencement date for the Services in this Statement of Work.
District School Training. During the initial on-boarding and setup following the Effective Date,
Hazel Health will be responsible for providing initial training and orientation to appropriate staff
designated by District on telehealth technology utilized at District location(s). District agrees to
fully collaborate with Hazel Health through this period of training and implementation. After the
initial implementation and training performed by Hazel Health, District is solely responsible to
provide ongoing training to its staff unless it elects to purchase additional optional training from
Hazel Health.
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EXHIBIT B
Page 423 of 1445
EXHIBIT C
Data Sharing Terms
ACCESS
District authorizes Hazel Health to access District data and shall facilitate a means for Hazel Health to access
the data. Hazel Health shall access District data as set forth in parental consent.
To the extent required by law the District shall establish reasonable procedures by which a parent, legal
guardian, or eligible student may review Education Records and/or Student Data, correct erroneous
information, and procedures for the transfer of student-generated content to a personal account, consistent
with the functionality of services. Hazel Health shall respond in a reasonably timely manner (and no later than
forty-five (45) days from the date of the request or pursuant to the time frame required under state law for a
District to respond to a parent or student, whichever is sooner) to the District's request for Student Data in a
student's records held by the Hazel Health to view or correct as necessary. In the event that a parent of a
student or other individual contacts the Hazel Health to review any of the Student Data accessed pursuant to
the Services, the Hazel Health shall refer the parent or individual to the District, who will follow the necessary
and proper procedures regarding the requested information.
If Student-Generated Content is stored or maintained by the Hazel Health, Hazel Health shall, at the request
of the District, transfer, or provide a mechanism for the District to transfer, said Student-Generated Content to
a separate account created by the student.
THIRD PARTY ACCESS
District may designate third parties who are authorized to securely access its District data via the Hazel Health
Application Programing Interface(the"API"). Hazel Health shall not disclose District data to third parties unless
explicitly authorized by the District in writing. District may. at any time, revoke any third party's access to District
information by providing written notice to Hazel Health. The respective agencies obtaining confidential
information are bound by this agreement and responsible for non - redisclosure under FERPA.
If transactional data is gathered Hazel Health may not share data with a third party. The transactional data
may only be utilized by Hazel Health for a legitimate business purpose in order to improve the product utilized
by the District.
Hazel Health shall enter into written agreements with all sub processors performing functions for the Hazel
Health in order for the Hazel Health to provide the Services pursuant to the Data Sharing Agreement,
whereby the sub processors agree to protect Student Data in a manner no less stringent than the terms of
this DSA.
LAW ENFORCEMENT REQUESTS
Should law enforcement or other government entities ("Requesting Party(ies)") contact Hazel Health with a
request for Student Data held by the Hazel Health pursuant to the Services, the Hazel Health shall notify the
District in advance of a compelled disclosure to the Requesting Party, unless lawfully directed by the
Requesting Party not to inform the District of the request.
ADVERTISING LIMITATIONS
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Hazel Health is prohibited from using, disclosing, or selling Student Data to inform, influence, or enable
Targeted Advertising: or develop a profile of a student, family member/guardian or group, for any purpose
other than providing the Service to District. This section does not prohibit Hazel Health from using Student
Data (i) for adaptive learning or customized student learning (including generating personalized learning
recommendations; or (ii) to make product recommendations to teachers or District employees; or (iii) to notify
account holders about new education product updates, features, or services or from otherwise using Student
Data as permitted in this DSA.
CONFIDENTIALITY AND SECURITY
a. As part of the Services, Hazel Health will be responsible for safekeeping all keys, access codes.
combinations, access cards, personal identification numbers, and similar security codes and
identifiers issued to Hazel Health's employees, agents, or subcontracor. Hazel Health agrees to
require its employees to promptly report a lost or stolen access device or information.
b. Hazel Health understands and agrees that it is subject to all federal and state laws and District
Policies relating to the confidentiality of student information. District will allow the Hazel Health access
to limited data as identified in this Data Sharing Agreement as necessary to perform the Services
and pursuant to the terms of this Agreement in compliance with FERPA, COPPA, PPRA, 34 CFR
99.31(b) and Florida Statutes sections 1001.41 and 1002.22 all other privacy statutes as it relates to
data privacy and security. Hazel Health shall only use the data and information provided by District
for the purpose specified in this Agreement, and shall not disclose, copy, reproduce or transmit such
data/information obtained under this Agreement and/or any portion thereof, except as necessary to
fulfill the Agreement or as may be required by law.
c. Hazel Health shall regard all student information as confidential and will not disclose the student
information to any third party without prior written approval by The District.
d. Hazel Health, subcontractor, and sub processors shall fully comply with the requirements of Section
1002.22 and Section 1002.221, Florida Statutes, or any other law or regulation, either federal or State
of Florida, regarding confidentiality of student information and records.
e. Hazel Health will not sell Student Data to any third party.
f. Both parties shall not disclose any confidential information except as required by Chapter 119, Florida
Statutes or other applicable law.
g. All written information submitted by District to Hazel Health in connection with the Services or which
is stored on the Site is deemed confidential and trade secret.
h. Data Privacy. Confidential information will be kept secured, the identity of all persons having access
to the confidential information will be documented and access will be logged. In the event of a breach
of confidentiality the breaching party will immediately notify the non-breaching party.
i. Hazel Health represents and warrants that its collection access, use, storage, disposal and disclosure of
District or user information does and will comply with all applicable federal and state privacy and data
protection laws, as well as all other applicable regulations and directives.
j. Without limiting Hazel Health's obligations under this Agreement to keep District data safe and confidential,
Hazel Health shall implement administrative, physical and technical safeguards to protect Personal
Information that are no less rigorous than accepted industry practices including specifically the
International Organization for Standardization's standards ISO/IEC 27001 — Information Security
Management Systems
- Requirements and ISO-IEC 27002 — Code of Practice for International Security Management, and shall
ensure that all such safeguards, including the manner in which District information is collected, accessed,
used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy
laws, as well as the terms and conditions of this Agreement
k. For all employees or subcontractor who have access to the District data during the term of each
subcontractor or employee's employment by Hazel Health, Hazel Health shall at all times cause such
subcontractor or employee to abide strictly by Hazel Health's obligations under this Agreement. Hazel
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Health further agrees that it shall maintain a disciplinary process to address any unauthorized access, use
or disclosure of Personal Information by any of Hazel Health's officers, partners, principals, employees,
agents or Hazel Health's.
1. Hazel Health will not knowingly permit any Hazel Health's personnel to have access to any District
records or data of District if the person has been convicted of a crime in connection with (i) a
dishonest act, breach of trust, or money laundering, or has agreed to enter into a pretrial diversion
or similar program in connection with a prosecution for such offense, as described in Section 19 of
the Federal Deposit Insurance Act, 12 U.S.C. §1829(a); or (ii) a felony. Hazel Health shall assure
that all contracts with subcontractors impose these obligations on the subcontractors and shall
monitor the subcontractors' compliance with such obligations. No subcontractors may be used
without prior written consent of District.
I. At any time during the term of this Agreement at the District's written request or upon the termination or
expiration of this Agreement for any reason Hazel Health shall, and shall instruct all Authorized Persons
to, promptly return to the District all copies, whether in written, electronic or other form or media, of Personal
Information in its possession or the possession of such Authorized Persons and securely dispose of all
such copies, and certify in writing to the District that such personal Information has been returned to District
and disposed of securely. Hazel Health shall comply with all directions provided by District with respect to
the return and disposal of Personal Information. Data will be securely erased from any media once that
media is no longer in use by termination of this Agreement or by disuse of equipment. All equipment which
contains or has contained District Data must be securely erased prior to disposal. Secure erasure will be
deemed the deletion of the data using a single pass overwrite Secure Erase (Windows) or Wipe (Unix),
m. Hazel Health will assure that all data is transmitted from District's access points to the ultimate server and
will be stored internally by Hazel Health or its subcontractors using District approved encryption of no less
rigor than NIST validated-DES standards,
n. Hazel Health shall not disclose District data to a third party without prior written consent from the District,
o. Security Breach
1. Hazel Health shall:
i. Provide District with the name and contact information for an employee of Hazel Health who
shall serve as District's primary security contact and shall be available to assist District
twenty-four(24) hours per day, seven (7)days per week as a contact in resolving obligations
associated with a Security Breach;
ii. Notify District of a Security Breach as soon as practicable, but no later than seventy two
(72) hours after Hazel Health becomes aware of it; and
iii. Notify District of any Security Breaches by telephone at the following number: 305-995-
3750, e-mailing District with a read receipt at cfs@dadeschools.net and with a copy by e-
mail to Hazel Health's primary business contact within District.
2. Immediately following Hazel Health's notification to District of a Security Breach, the Parties
shall coordinate with each other to investigate the Security Breach. Hazel Health agrees to
fully cooperate with District in District's handling of the matter, including, without limitation:
i. Assisting with any investigation;
ii. Facilitating interviews with Hazel Health's employees and other involved in the matter;
and
iii. Making available all relevant records, logs, flies, data reporting and other materials
required to comply with applicable law, regulation, industry standards or as otherwise
[reasonably] required by District.
STORAGE AND BACKUPS
During the term of this Agreement, Hazel Health shall use a minimum of a Tier 1 datacenter. District's data
Page 426 of 1445
will be stored, backed up and served only on servers located within the continental United States. Hazel
Health shall execute a document with the Tier 1 datacenters which host District's data. Hazel Health shall
provide the District with a copy of the hosting agreement. Hazel Health shall notify the District in writing fifteen
(15) days prior to any changes to the hosting provider. Hazel Health shall supply the District with proof of a
pen test (or proof of SOC II compliance) and the ability to test the security parameters of the tenant
configuration.
Hazel Health agrees that any and all District data will be stored, processed, and maintained solely on
designated servers and that no District data at any time will be processed on or transferred to any portable
or laptop computing device or any portable storage medium, unless that storage medium is in use as part of
Hazel Health's designated backup and recovery processes. All servers, storage, backups, and network paths
utilized in the delivery of the service shall be contained within the states of the United States. Hazel Health
agrees to store all District backup data stored as part of its backup and recovery processes in encrypted
form, using no less than 128 bit key.
Hazel Health will ensure that District Data is encrypted and that all device/medium will be scanned at the
completion of any contract or service Agreement and/or research study or project to ensure that no District
Data, PII, personal information and/or student record information is stored on such electronic
devices/medium. Furthermore, Hazel Health will have in place a service that will allow Hazel Health to wipe
the hard drive on any stolen laptop or mobile electronic device remotely and have a protocol in place to
ensure compliant use by employees.
1. If District receives a subpoena, warrant, or other legal order, demand (including an application for
public information filed pursuant to Florida public records laws, or request seeking Data maintained
by Hazel Health, the District will promptly provide a copy of the application to Hazel Health. Hazel
Health will promptly supply District with copies of records or information required in order for the District
to respond, and will cooperate with the District's reasonable requests in connection with its response.
2. Upon receipt of a litigation hold request, Hazel Health will preserve all documents and District data as
identified in such request, and suspend any operations that involve overwriting, or potential destruction
of documentation arising from such litigation hold.
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