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#16-6615 (Midland Health Testing Services)
AGREEMENT 16-6615 for Biometric Testing THIS AGREEMENT, made and entered into on this day of 3Ut2016, by and between Midland Health Testing Services, Inc., authorized to do business in the State of Florida, whose business address is 12855 Lisbon Road, Brookfield, WI 53005 (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a one (1) year period, commencing upon Board approval and terminating one (1) year from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for three (3) one (1) year additional renewal periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the services upon the issuance of a Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide biometric testing services in accordance with the terms and conditions of RFP #16-6615, Exhibit A — Scope of Services, Exhibit B — Cost of Services, and the Contractor's proposal referred to herein and made an integral part of this Agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 0 Page 1of18 Agreement No. 16-6615"Biometric Testing" 4 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on the unit prices set forth in the Cost of Services, attached hereto as Exhibit B, and pursuant to the price methodology as defined in Section 4.2. 4.1 Payment will be made upon receipt of a proper invoice and upon approval by the Director of Risk Management or his designee, and in compliance with Chapter 218, Fla. Stats.,otherwise known as the "Local Government Prampt Payment Act." 4.2 Price Methodology: Unit Price: the County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification. Time and Materials: the County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 4.3 Any County agency may use services under this Agreement, provided sufficient funds are included in their budget(s). 4.4 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: Page 2 of 18 Agreement No. 16-6615"Biometric Testing" Midland Health Testing Services, Inc. 12855 Lisbon Road, Brookfield, WI 53005 Telephone: (262) 754-3130 Facsimile: (262) 754-3125 Jo A. Steinburg, President jo(c�midlandhealth.com All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Procurement Services Division 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Director of Procurement Services Division Telephone: 239-252-8407 Facsimile: 239-252-6480 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors/Subconsultants. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any Page 3 of 18 Agreement No. 16-6615"Biometric Testing" such violation, conduct, or practice to the satisfaction of the County within twenty-four , (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non- performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. C. Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $500,000 each claim and in the aggregate. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration Page 4 of 18 Agreement No. 16-6615"Biometric Testing" • date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Risk Management Division. 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no 5 persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A — Scope of Services, Exhibit B — Cost of Services, Exhibit C - Health Insurance Portability and Accountability Act — Business Associate Agreement - RFP #16-6615 Biometric Testing Services and Addendum. Page 5 of 18 CC) Agreement No. 16-6615"Biometric Testing" 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. COMPLIANCE WITH LAWS. Byexecutingand enteringinto this Agreement, the 19. Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes), and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. Page 6 of 18 Agreement No. 16-6615"Biometric Testing" 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and i conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful proposer. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation Page 7 of 18 Agreement No. 16-6615`Biometric Testing" C,qo as party required hereunder, the other may obtain a court order requiring mediation q under section 44.102, Fla. Stat. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required services. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal, the Contractor's Proposal, and/or the County's Board approved Executive Summary, this Agreement shall take precedence. 27. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 28. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this AgreemerSt, This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in Page 8 of 18 Agreement No. 16-6615"Biometric Testing" pd which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPSpcolliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. * * * * * Page 9 of 18 16-6615"Biometric Testing" 14� Agreement No. g i IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLI R COUNTY, FLORIDA Dwig t E. Brock, Clerk of Court ffre-st&' it • i'YYyt.� By: I Donna Ala, Chairman Dated: Ak' I tO - is 4'as=b Ciiairman's Midland Health Testing Services, Inc. Contractor I elA I / By: 1:._ �� A..i First Witne Signature • cT'Type/pri t wi ness nameT TType/print signature and f e 6 Seitnes ero,tec TType/print witness nameT ppro ed -s • • and Legality: County Attorney troy e. Print Name sik Page 10 of 18 Agreement No. 16-6615"Biometric Testing" IV EXHIBIT A— SCOPE OF SERVICES Midland Health Services, Inc. shall be able to perform or provide the following services, including but not be limited to: 1. Testing for venipuncture laboratory panel and biometric measurements. The panel of testing shall include the following. It is a fasting test. a. Heart: Total Cholesterol, HDL Cholesterol, Triglycerides, LDL Cholesterol, Cholesterol/HDL ratio; b. Thyroid: TSH (Thyroid Stimulating Hormone); c. Kidneys: Urea Nitrogen (BUN), Creatinine, eGFR, BUN/Creatinine Ratio; d. Bone: Calcium; e. Liver: Direct Bilirubin, GGT, ALT, Total Protein, albumin, Globulin, Albumin/Globuin Ratio, Total Bilirubin, Alkaline Phosphatase, AST; f. Pancreas: Glucose and Hemoglobin Al c; g. Whole Body: Sodium, Potassium, Chloride, White Blood Cell Count, Red Blood Cell Count, Hemoglobin, Hematocrit, MCV, MCH, MCHC, RDW, Platelet Count; h. Lungs: Cotinine (blood sample); i. Biometric Measurements: Measured Height, Weight, Blood Pressure, Waist Circumference, calculated BMI; j. Follow-up laboratory testing to include but not be limited to the following. The administration of follow up testing shall also be permitted through the County's onsite medical clinics. i. Serum Cotinine ii. Hemoglobin Al c iii. Lipid Panel iv. Combination test of Hemoglobin Al c + Lipid Panel v. Prostate-Specific Antigen (PSA) Test vi. Other laboratory as may be appropriate. 2. The communication to participants with critical results shall be included in both the administration and pricing of this panel. 3. Phlebotomy & biometric measurement administration services shall include but not be limited to the following. a. Administration oversight, scheduling and on-site staffing by highly proficient phlebotomists. The County, through CHP, shall reserve the right to approve the onsite phlebotomy staff to assure high quality. b. Opportunity for lead examiner to meet with CHP prior to first onsite event and communicate regularly to assure optimal staffing c. Data and specimen collection, testing, physician overview, results delivery and weekly coordination for approximately 2100 employees (even years) and 1200 spouses (odd years). d. Phlebotomy & biometric services shall be provided to multiple Collier County Government facility locations (15-100 participants/group clinic settings) from Page 11 of 18 Agreement No. 16-6615"Biometric Testing"(1.:, January— March on a Tuesday through Friday, early morning format. On spouse year, 1 or 2 Saturday on-site events may be scheduled from January to March. e. On-site events personnel travels to locations with all screening supplies arriving one (1) hour prior to event start time for set-up. Events typically run 7-10am EST with a half hour breakdown time. Events may have a minimum of 10 participants with a maximum of 100 participants. Non-scheduled walk-ins are accommodated. An event with less -than 10 scheduled participants requires special consideration. Phlebotomy team must be able to process 1 participant every 5 minutes. f. Requisitions for registered members mailed to CHP prior to events as well as blank forms to accommodate "walk-ins". g. Room setup, i.e. screens, tables and chairs shall be completed by CHP. h. Midland Health Services, Inc. shall be responsible for all other logistical matters including the timing, shipping, and scheduling of materials, supplies and equipment to scheduled locations. i. Biometric measurements for measured height and weight are recorded in US metrics (i.e. inches and pounds). Waist measurement taken on bare skin at belly button with tape measure. Manual blood pressure cuffs only with a variety of cuff sizes included from XS-XL. Blood pressure repeated up to 3 times after resting position. Measurements are never self-reported and members given opportunity to verify measurement accuracy. j. Midland Health Services, Inc. will acceptchallenged" biometric measurements from the provider. A repeat measurement for BP, height, weight, waist circumference, and/or calculated BMI will be performed by the provider and sent to Midland Health Services, Inc. to update the member's personal biometric data that is sent to CHP. k. Members identified with program specific risk factors will require venipuncture re-testing mid July to September 30 for a Serum Cotinine, Hemoglobin Al c, Lipid Panel, or a combination Lipid Panel — Hemoglobin Al c. Members will use a vendor walk-in service center or the provider's MedCenters for the lab draw. Midland Health Services, Inc. will coordinate specimen pickup and processing through their laboratory processing service. All lab result data generated will be electronically transmitted to CHP as describe in Scope of Service. 4. Personal Health Report: a. Midland Health Services, Inc. shall be able to integrate laboratory findings into a personal health report in a format similar to the sample. b. All current abnormal results must be highlighted on the individualized personal health report. c. Midland Health Services, Inc. shall be able to upload laboratory values and biometric measurements from our disease management company, Community Health Partners (CHP). The personal health report must be able to incorporate comparative data (currently at 3 years historical data) for the member to measure progress. d. Midland Vendor shall be able to re-set passwords for members and provide a toll free Customer Service number and/or email chat service for members. Currently, member support available Mon-Sat. EST 7am-7pm. Page 12 of 18 Agreement No. 16-6615"Biometric Testing" �I'''� t�,P."l 5. Enrollment, Reporting Services, and Data coordination shall include but not be limited to the following: a. Employees shall have the ability to enroll online via vendor's hosted website or telephonically. b. Midland Health Services, Inc. shall be able to send confirmation and reminder emails to participants of scheduled or upcoming appointments with the ability to customize for the County. c. Midland Health Services, Inc. shall be able to maintain an ongoing history of participant laboratory results by year. d. Midland Health Services, Inc. shall be able to report the participation of members and provide reports to CHP and/or the county of those who have completed their testing in the form of weekly participation health management data feeds. e. Midland Health Services, Inc. shall provide on-line administrative access to CHP and County Wellness Manager to view scheduling and completion data. f. Midland Health Services, Inc. shall attend and provide an annual report to the County by November 30th. The report encompasses the findings for the year and shall incorporate participation, comparative, and cohort reports at a high level as well as at the individual test level. Comparative data shall include both comparable norms to the general population, Midland Health Services, Inc.'s population and to the cohort population. g. Midland Health Services, Inc. shall be able to accept a census of eligible participants electronically and track participation electronically. The census shall be provided to Midland Health Services, Inc. by mid October by the County from the County's SAP benefits enrollment system. Midland Health Services, Inc. shall also be able to receive weekly participant eligibility file uploads. This file will have a 4-8 character participant ID assigned by the County, this will not be a SS number. h. Midland Health Services, Inc. shall provide a nightly feed of clinical data to CHP via a secure pathway for documentation of individual lab screenings and reporting. i. Midland Health Services, Inc. must provide member individualized member reports via the SFTP site within 2-5 business days of results. j. The lab files from vendor are .csv files. The lab and Biometric individualized result files come as .zip files that include both a .pdf file and a .txt file. The .txt file contains the name of the member whose results are in the accompanying .pdf file. There is one .zip file for each reported member k. Midland Health Services, Inc. shall be able to provide a data interface through CHP to populate the Verisk system. I. Midland Health Services, Inc. transmits data results to CHP within 2-5 business days of data collection. m. During mid July — September, Midland Health Services, Inc. will enter data for specific risk factor lab value re-tests from the provider's MedCenters or vendor's own collection facility. Midland Health Services, Inc. will provide the electronic data files to CHP as stated in Scope of Service. CN° Page 13 of 18 Agreement No. 16-6615"Biometric Testing" 6. Walk-in Center services shall include but not be limited to the following: a. Midland Health Services, Inc. shall be able to provide multiple walk-in center sites throughout the County for those unable to attend an onsite clinic event. b. Walk-in center sites shall be able to perform all of the services as required at onsite clinic events. c. Walk-in center sites can accommodate unscheduled appointments. d. State and national remote service collection centers with biometric service shall be provided for retirees and other out of state participants. 7. Billing-Midland Health Services, Inc. shall comply with the following: • a. Midland Health Services, Inc. shall bill the County's Third Party Administrator by individual participant in order to populate the individual claim file. Midland Health Services, Inc. may supply a bulk billing; however, the bill must provide a breakdown of charges by member and member identifier. Midland Health Services, Inc. shall be paid by the County's Third Party Administrator. b. The billing shall be on a per participant basis with the exception of follow up testing as outlined above. c. Any deviation from the per participant charge must be clearly delineated in the proposer's response. d. The cost to re-test due to errors on the part of Midland Health Services, Inc. shall be borne by Midland Health Services, Inc. e. Midland Health Services, Inc. shall assume the financial responsibility for CHP data extracts pertaining to historical personal health profile data and a data interface through CHP to populate the Verisk system. f. Any additional charges or conditions must be clearly defined in Midland Health Services, Inc.'s proposal. g. All special billing charges such as travel, minimum participation, set-up or similar charges which are separate from the per participant charge must be clearly specified in Midland Health Services, Inc.'s proposal. 8. Contract Transition Plan: The County currently has an existing contract with a different provider for the Biometric Testing services. The existing contract is set to expire on September 30, 2016. Midland Health Services, Inc., will initiate the implementation process upon the award of the contract and issuance of the Notice to Proceed, to ensure the go-live date scheduled prior to the expiration of the existing contract. 9. Program Implementation: a. Midland Health Services, Inc. must test all associated processes such as scheduling, reporting, data exchange prior to the go-live date. The go-live date will be coordinate with the County's Project Manager. b. Midland Health Services, Inc. must meet the 60 day implementation process after the contract has been awarded. • Page 14 of 18 Agreement No. 16-6615"Biometric Testing' 10.HIPAA: Midland Health Services, Inc. shall comply with the provisions of the Health Insurance Portability and Accountability Act and shall enter into a Business Associate Arrangement with the County, attached hereto as Exhibit C. 11.Ownership of Data: It shall be understood by all parties that biometric and lab data accumulated as a result of the program shall be considered the property of the Collier County Group Health Plan. Community Health Partners shall be responsible for possessing and maintaining a historical record of data on behalf of the County. The Contractor shall provide annually a data file to CHP containing the individual testing results by member identifier. t Page 15 of 18 Agreement No. 16-6615"Biometric Testing" EXHIBIT B— COST OF SERVICES 1. Price per participant: Price: October 1, 2016 through September 30, 2017 $ 139.00* October 1, 2017 through September 30, 2018 $ 139.00* October 1, 2018 through September 30, 2019 $ 139.00* October 1, 2019 through September 30, 2020 $ 139.00* *LabCorp testing (office-site testing facility) per participant, is included in the above prices. 2. Price if a venipuncture Prostate-Specific Antigen (PSA) test is added to the laboratory panel: October 1, 2016 through September 30, 2017 $ 15.00 October 1, 2017 through September 30, 2018 $ 15.00 October 1, 2018 through September 30, 2019 $ 15.00 October 1, 2019 through September 30, 2020 $ 15.00 3. Urine Cotinine price per follow-up test: October 1, 2016 through September 30, 2017 $ 45.00 October 1, 2017 through September 30, 2018 $ 45.00 October 1, 2018 through September 30, 2019 $ 45.00 October 1, 2019 through September 30, 2020 $ 45.00 4. Al c price per follow-up test: October 1, 2016 through September 30, 2017 $ 35.00 October 1, 2017 through September 30, 2018 $ 35.00 October 1, 2018 through September 30, 2019 $ 35.00 October 1, 2019 through September 30, 2020 $ 35.00 5. Lipid Panel price per follow-up test: October 1, 2016 through September 30, 2017 $ 25.00 October 1, 2017 through September 30, 2018 $ 25.00 October 1, 2018 through September 30, 2019 $ 25.00 October 1, 2019 through September 30, 2020 $ 25.00 6. Al c plus Lipid Panel price per follow-up test: October 1, 2016 through September 30, 2017 $ 55.00 October 1, 2017 through September 30, 2018 $ 55.00 October 1, 2018 through September 30, 2019 $ 55.00 October 1, 2019 through September 30, 2020 $ 55.00 Page 16 of 18 Agreement No. 16-6615"Biometric Testing" Y 7. The following additional are available on as-needed basis, upon prior written approval by the Risk Management Director, or designee: • At-home mobile services are offered at an additional fee of$65 per participate; • Acceptance of Physician Form at $15 for data transfer, per participate. • Customization of report for design and coding $150.00 per hour on a time and material basis pursuant to Section 4.2 Price Methodology. 8. Midland Health Services per-person pricing is based on each screener screening four (4) per hour. If screen drops below that, down time will be prorated based on $65.00 per hour. Additional screeners may be requested at the rate of $65.00 per hour. October 1, 2016 through September 30, 2017 October 1, 2017 through September 30, 2018 October 1, 2018 through September 30, 2019 October 1, 2019 through September 30, 2020 • CAO Page 17 of 18 Agreement No. 16-6615"Biometric Testing" EXHIBIT C Health Insurance Portability and Accountability Act— Business Associate Agreement (following this page) Page 18 of 18 Agreement No. 16-6615"Biometric Testing" BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into between COLLIER COUNTY("Covered Entity") and Midland Health Testing Services, Inc., ("Business Associate"), effective as of this day of ,2016 (the"Effective Date"). WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an arrangement pursuant to which Business Associate may provide services for Covered Entity that require Business Associate to access, create and use Protected Health Information ("PHI") that is confidential under state and/or federal law;and WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed. by Covered Entity to Business Associate, or collected or created by Business Associate, in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), and the regulations promulgated there under, including, without limitation, the regulations codified at 45 CFR Parts 160 and 164 ("HIPAA Regulations"); the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services (the "Secretary") (the "HITECH Act"); and other applicable state and federal laws, all as amended from time to time, including as amended by the Final Rule issued by the Secretary on January 17, 2013 titled "Modifications to the HIPAA Privacy, Security, Enforcement, and Breach Notification Rules under the Health Information Technology for Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules"; and WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI, which are met by this Agreement. NOW,THEREFORE, in consideration of the mutual promises contained herein and the exchange of information pursuant to this Agreement,the parties agree as follows: 1. Definitions. 'capitalized terms used herein without definition shall have the meanings ascribed to them in the HIPAA Regulations or the HITECH Act,as applicable unless otherwise defined herein. 2. Obligations and Activities of Business Associate. a. Permitted Uses and Disclosures. Business Associate shall only Use or Disclose PHI for the purposes of (i) performing Business Associate's obligations under Exhibit A of this Agreement("Exhibit A")and as permitted by this Agreement; or(ii)as permitted or Required By Law; or (iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. Further, Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the HIPAA Regulations or the HITECH Act if so used by Covered Entity, except that Business Associate may Use PHI(i) for the proper management and administration of Business Associate; and(ii) Page 1 of 9 Agreement No. 16-6615"Biometric Testing" . to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI for the proper management and administration of Business Associate, to carry out its legal responsibilities or for payment purposes as specified in 45 CFR§ 164.506(c)(1)and(3), including but not limited to Disclosure to a business associate on behalf of a covered entity or health care provider for payment purposes of such covered entity or health care provider, with the expectation that such parties will provide reciprocal assistance to Covered Entity,provided that with respect to any such Disclosure either: (i)the Disclosure is Required By Law; or (ii) for permitted Disclosures when Required By Law, Business Associate shall obtain a written agreement from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and will not use and further disclose such PHI except as Required By Law and for the purpose(s)for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. b. Appropriate Safeguards. Business Associate shall implement administrative, physical and technical safeguards that (i) reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity; and (ii) prevent the Use or Disclosure of PHI other than as contemplated by Exhibit A and this Agreement. c. Compliance with Security Provisions. Business Associate shall: (i) implement and maintain administrative safeguards as required by 45 CFR § 164.308, physical safeguards as required by 45 CFR § 164.3 10 and technical safeguards as required by 45 CFR § 164.3 12; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR§ 164.3 16; and(iii) be in compliance with all requirements of the HITECH Act related to security and applicable as if Business Associate were a"covered entity," as such term is defined in HIPAA. d. Compliance with Privacy Provisions. Business Associate shall only Use and Disclose PHI in compliance with each applicable requirement of 45 CFR § 164.504(e). Business Associate shall comply with all requirements of the HITECH Act related to privacy and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. Tq the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s). e. Duty to Mitigate. Business Associate agrees to mitigate,to the extent practicable and mandated by law, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this Agreement. f. Encryption. To facilitate Business Associate's compliance with this Agreement and to assure adequate data security, Covered Entity agrees that all PHI provided or transmitted to Business Associate pursuant to Exhibit A shall he provided or transmitted in a manner which renders such PHI unusable, unreadable or indecipherable to unauthorized persons,through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of the HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach requiring patient notification under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. 3. Reporting. Page 2 of 9 Agreement No. 16-6615`Biometric Testing" a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall report to Covered Entity a successful Security Incident or any Use and/or Disclosure of PHI other than as provided for by this Agreement or permitted by applicable law within a reasonable time of becoming aware of such Security Incident and/or unauthorized Use or Disclosure (but not later than five (5) days thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take (i) prompt action to cure any such deficiencies as reasonably requested by Covered Entity,and(ii)any action pertaining to such Security Incident and/or unauthorized Use or Disclosure required by applicable federal and state laws and regulations. If such successful Security Incident or unauthorized Use or Disclosure results in a Breach as defined in the HIl'ECH Act, then Covered Entity shall comply with the requirements of Section 3.b below. b. Breach of Unsecured PHI. The provisions of this Section 3.b are effective with respect to the Discovery of a Breach of Unsecured PHI occurring on or after September 23,2009. With respect to any unauthorized acquisition, access, Use or Disclosure of Covered Entity's PHI by Business Associate, its agents or subcontractors, Business Associate shall(i) investigate such unauthorized acquisition,access, Use or Disclosure; (ii) determine whether such unauthorized acquisition, access, Use or Disclosure constitutes a reportable Breach under the HITECH Act; and (iii) document and retain its findings under clauses (i) and (ii). If Business Associate Discovers that a reportable Breach has occurred, Business Associate shall notify Covered Entity of such reportable Breach in writing within five(5)days of the date Business Associate Discovers such Breach. Business Associate shall be deemed to have discovered a Breach as of the first day that the Breach is either known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach,or by exercising reasonable diligence should have been known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach. To the extent the information is available to Business Associate, Business Associate's written notice shall include the information required by 45 CFR § 164.410(c). Business Associate shall promptly supplement the written report with additional information regarding the Breach as it obtains such information. Business Associate shall cooperate with Covered Entity in meeting Covered Entity's obligations under the HITECH Act with respect to such Breach. 4. Business Associate's Agents. To the extent that Business Associate uses one or more subcontractors or agents to provide services under Exhibit A, and such subcontractors or agents receive or have access to PHI, Business Associate shall sign an agreement with such subcontractors or agents containing substantially the same provisions as this Agreement. 5. Rights of Individuals. a. Access to PHI. Within ten (10) days of receipt of a request by Covered Entity, Business Associate shall make PHI maintained in a Designated Record Set available to Covered Entity or, as directed by Covered Entity,to an Individual to enable Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, (i) in the event that any Individual requests access to PHI directly from Business Associate in connection with a routine billing inquiry, Business Associate shall directly respond to such request in compliance with 45 CFR § 164.524; and(ii) in the event such request appears to be for a purpose other than a routine billing inquiry, Business Associate shall forward a copy of such request to Covered Entity and shall fully cooperate with Covered Entity in responding to such request. In either case, a denial of access to requested PHI shall not be made without the prior written consent of Covered Entity. Page 3 of 9 Agreement No. 16-6615"Biometric Testing" b. Access to Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI,then,to the extent an Individual has the right to request a copy of the PHI maintained in such Electronic Health Record pursuant to 45 CFR § 164.524 and makes such a request to Business Associate, Business Associate shall provide such individual with a copy of the information contained in such Electronic Health Record in an electronic format and, if the Individual so chooses, transmit such copy directly to an entity or person designated by the Individual. Business Associate may charge a fee to the individual for providing a copy of such information, but such fee may not exceed Business Associate's labor costs in responding to the request for the copy. The provisions of 45 CFR § 164.524, including the exceptions to the requirement to provide a copy of PHI, shall otherwise apply and Business Associate shall comply therewith as if Business Associate were the "covered entity," as such term is defined in HIPAA. At Covered Entity's request, Business Associate shall provide Covered Entity with a copy of an Individual's PHI maintained in an Electronic Health Record in an electronic format and in a time and manner designated by Covered Entity in order for Covered Entity to comply with 45 CFR§ 164.524,as amended by the HITECH Act. c. Amendment of PHI. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual,and in the time and manner designated by Covered Entity. d. Accounting Rights. This Section 5.d is subject to Section 5.e below. Business Associate shall make available to Covered Entity, in response to a request from an Individual,information required for an accounting of disclosures of PHI with respect to the Individual, in accordance with 45 CFR § 164.528, incorporating exceptions to such accounting designated under such regulation. Such accounting is limited to disclosures that were made in the six (6) years prior to the request and shall not include any disclosures that were made prior to the compliance date of the HIPAA Regulations. Business Associate shall provide such information as is necessary to provide an accounting within ten(10) days of Covered Entity's request. Such accounting must he provided without cost to the Individual or to Covered Entity if it is the first accounting requested by an Individual within any six(6) month period; however, a reasonable, cost-based fee may be charged for subsequent accountings during that period if Business Associate informs Covered Entity and Covered Entity informs the Individual in advance of the fee, the Individual is afforded an opportunity to withdraw or modify the request and charging such fee is not otherwise contrary to law. Such accounting obligations shall survive termination of this Agreement and shall continue as long as Business Associate maintains PHI. e. Accounting of Disclosures of Electronic Health Records. The provisions of this Section 5.e shall be effective on the date specified in the HITECH Act. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity, then, in addition to complying with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of any Disclosures made through such Electronic Health Record for Treatment, Payment and Health Care Operations,as applicable. Such accounting shall comply with the requirements of the HITECH Act. Upon request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in the time and manner specified by Covered Entity and in compliance with the HITECH Act. Alternatively, if Covered Entity responds to an Individual's request for an accounting of Disclosures made through an Electronic Health Record by providing the requesting Individual with a list of all business associates acting on behalf of Covered Entity,then Business Associate shall provide such accounting directly to the requesting Individual in the time and manner specified by the HITECH.Act. f. Agreement to Restrict Disclosure. If Covered Entity is required to comply with a Page 4 of 9 Agreement No. 16-6615"Biometric Testing" C [1 _ restriction on the Disclosure of PHI pursuant to Section 13405 of the HITECH Act, then Covered Entity shall,to the extent necessary to comply with such restriction,provide written notice to Business Associate of the name of the Individual requesting the restriction and the PHI affected thereby. Business Associate shall, upon receipt of such notification,not Disclose the identified PHI to any health plan for the purposes of carrying out Payment or Health Care Operations, except as otherwise required by law. Covered Entity shall also notify Business Associate of any other restriction to the Use or Disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR§ 164.522. 6. Remuneration and Marketing. a. Remuneration for PHI. This Section 6.a shall be effective with respect to exchanges of PHI occurring six (6) months after the date of the promulgation of final regulations implementing the provisions of Section 13405(d) of the HITECH Act. On and after such date, Business Associate agrees that it shall not, directly or indirectly, receive remuneration in exchange for any PHI of Covered Entity except as otherwise permitted by the HITECH Act. b. Limitations on Use of PHI for Marketing Purposes. Business Associate shall not Use or Disclose PHI for the purpose of making a communication about a product or service that encourages recipients of the communication to purchase or use the product or service, unless such communication: (I)complies with the requirements of subparagraph(i), (ii)or(iii)of paragraph (1)of the definition of marketing contained in 45 CFR § 164.501, and (2) complies with the requirements of subparagraphs (A), (B) or(C) of Section 13406(a)(2)of the HITECH Act, and implementing regulations or guidance that may be issued or amended from time to time. Covered Entity agrees to assist Business Associate in determining if the foregoing requirements are met with respect to any such marketing communication. 7. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Regulations and the HITECH Act. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary. Business Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the Secretary concurrently with providing such PHI to the Secretary. 8. Minimum Necessary. To the extent required by the HITECH Act, Business Associate shall limit its Use, Disclosure or request of PHI to the Limited Data Set or, if needed, to the minimum necessary to accomplish the intended Use, Disclosure or request, respectively. Effective on the date the Secretary issues guidance on what constitutes "minimum necessary" for purposes of the HIPAA Regulations, Business Associate shall limit its Use, Disclosure or request of PHI to only the minimum necessary as set forth in such guidance. 9. State Privacy Laws. Business Associate shall comply with state laws to extent that such state privacy laws are not preempted by HIPAA or the HITECH Act. 10. Termination. a. Breach by Business Associate. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Agreement, then Covered Entity shall promptly notify Business Associate. With Page 5 of 9 Agreement No. 16-6615"Biometric Testing" C respect to such breach or violation, Business Associate shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Business Associate, Covered Entity may terminate its relationship with Business Associate. b. Breach by Covered Entity. If Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations under this Agreement, then Business Associate shall promptly notify Covered Entity. With respect to such breach or violation, Covered Entity shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Covered Entity,Business Entity may terminate its relationship with Covered Entity. c. Automatic Termination. This Agreement will automatically terminate, without any further action by the parties hereto, at such time as there are no longer any Service Agreements by and between the parties hereto. d. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate shall either return or destroy all PHI, as requested by Covered Entity, that Business Associate or its agents or subcontractors still maintain in any form,and shall retain no copies of such PHI. If Covered Entity requests that Business Associate return PHI, such PHI shall be returned in a mutually agreed upon format and timeframe. If Business Associate reasonably determines that return or destruction is not feasible, Business Associate shall continue to extend the protections of this Agreement to such PHI, and limit further uses and disclosures of such PHI to those purposes that make the return or destruction of such PHI not feasible. If Business Associate is asked to destroy the PHI, Business Associate shall destroy PHI in a manner that renders the PHI unusable, unreadable or indecipherable to unauthorized persons as specified in the HITECH Act. 11. Amendment. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement any new or modified standards or requirements of HIPAA, the HIPAA Regulations, the HITECH Act and other applicable laws relating to the security or confidentiality of PHI. Upon the request of Covered Entity, Business Associate agrees to promptly enter into negotiation concerning the terms of an amendment to this Agreement incorporating any such changes. 12. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 13. Effect on Underlying Arrangement. In the event of any conflict between this Agreement and any underlying arrangement between Covered Entity and Business Associate, the terms of this Agreement shall control. 14. Survival. The provisions of this Agreement shall survive the termination or expiration of any underlying arrangement between Covered Entity and Business Associate. 15. Interpretation. This Agreement shall he interpreted as broadly as necessary to implement and comply with HIPAA, the HIPAA Regulations and the HITECH Act. The parties agree that any Page 6 of 9 Agreement No. 16-6615"Biometric Testing" C ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with such laws. 16. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida. 17. Notices. All notices required or permitted under this Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party, from time to time, by written notice to the other. All such notices shall be deemed validly given upon receipt of such notice by certified mail,postage prepaid, facsimile transmission,e-mail or personal or courier delivery: If to Covered Entity: Collier County Government Center 3311 Tamiami Trail E. Naples, FL 34112 Attn: Risk Management Director Telephone:239-252-8461 Facsimile: 239-252-8048 If to Business Associate: Midland Health Testing Services,Inc. 12855 Lisbon Road,Brookfield,WI 53005 Telephone: (262)754-3130 Facsimile: (262) 754-3125 Jo A. Steinburg,President io@midlandhealth.com 18. Indemnification. The Business Associate shall indemnify and hold harmless Covered Entity and any of Covered Entity's affiliates, directors, officers, employees and agents from and against any claim,cause of action, liability,damage,cost or expense(including reasonable attorney's fees)arising out of or directly relating to any non-permitted disclosure of Protected Health Information or other breach of this Agreement by Business Associate or any affiliate, director, officer, employee, agent or subcontractor of Business Associate. 19. Miscellaneous. a. Severability. In the event that any provision of this Agreement is adjudged by any court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof shall continue to be binding on the parties hereto with the same force and effect as though such void or unenforceable provision had been deleted. b. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights provided hereunder are cumulative and not exclusive of any rights provided by law. c. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supercedes any prior or contemporaneous Page 7 of 9 Agreement No. 16-6615"Biometric Testing" C verbal or written agreements, communications and representations relating to the subject matter hereof. d. Counterparts, Facsimile. This agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A copy of this Agreement bearing a facsimile signature shall be deemed to be an original. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first set forth above. COVERED ENTITY: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNT ,FLORIDA By: 0 i, eff - er, Director of Risk Management First Witness: BUSINESS ASSOCIATE: Signature _ - Midland Hea i Testing Services,Inc. iii lccle f-)LSc'flh _CC' By: I i , r. .. , Print Name: -, " Print Name: `-�a i e . a •.- Second Witness: —J ci C- 0 ��� .e...--e--,C � ,,� �� Title: 'ignature if PY N ,E Tff 13 u° Fc HS' Print Name: As orman e ality: ItA...4... L... bee K+/ u 417 "OVYVy Page 8 of 9 (( Agreement No. 16-6615"Biometric Testing"AA G C EXHIBIT A The services to be performed by Business Associate require Business Associate to access, create and use PHI on behalf of Covered Entity in accordance with Agreement No. 16- 6615 "Biometric Testing." 1 1 ii 1 s 1 Pm 4 lr 1 ,i d 1ti� F S" i 1i yy# Ai Page 9 of 9 Agreement No. 16-6615`Biometric Testing" MIDLA-1 OP ID:SD ACCOR CP DATE(MM/DD/YYYY) kamee-.. CERTIFICATE OF LIABILITY INSURANCE 06/21/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Robert M.Anger,CPCU Woller-Anger&Company,LLC PHONE 262-789-2500 FAX FAX-789-2511 930 Elm Grove Road (A/C.No.Ext): INC,No): Elm Grove,WI 53122-2561 E-MAIL B.J.Doyle ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC _ INSURER A:Society Insurance INSURED Midland Health Testing INSURER B:Lloyd's of London Services,Inc/Jo Steinberg Hiecox Insurance Company 12855 W.Lisbon Rd INSURER C: Brookfield,WI 53005 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE I$ 1,000,000 CLAIMS-MADE X OCCUR X X HOB 535973 06/09/2016 06/09/2017 DAMAGETORENTED ! 100,000 PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 5,000 PERSONAL ADV INJURY _ $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY JELOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A X ANY AUTO CA15004342 02/07/2016 02/07/2017 BODILY INJURY(Per person) $ ALL OWNED - SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS _(Peraccident) - $ _ X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS UAB CLAIMS-MADE UXL 474430 06/09/2016 06/09/2017 AGGREGATE $ 2,000,000 DED X RETENTION S 0 $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER A ANY PROPRIETOR/PARTNER/EXECUTIVE YIN WC15016331 06/09/2016 06/09/2017 E.L.EACH ACCIDENT 5 100,000 OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$ 500,000 B Prof.Liability ME01520759.15 12/10/2015 12/10/2016 Ea/Agg/De 1M/3M/2500 C Cyber Liability MPL1732571.16 05/13/2016 05/13/2017 Agg/Ded 5M/10,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Contract#16-6615 Biometric Testing Collier County Board of County Commissioners is an Additional Insured per form(GL)SAI41 and Waiver of Subrogation per form(GL)TBP9 for any and all work performed on behalf of Collier County.30 Day Notice of Cancellation per form TBP2024. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners Attn: Rhonda Burns,Procurement AUTHORIZED REPRESENTATIVE 3327 Tamiami Trail East C _ _ _ :S 'Naples,FL 34112-4901 ~ ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD SAI-41 (9-02) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - NOT OTHERWISE CLASSIFIED LIMITED FORM This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization (Additional Insured): (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED is amended to include as an additional insured any person or organization shown in the Schedule as an additional insured. That entity shall be covered only for liability for bodily injury or property damage that is imputed to it as a result of your actions or conduct. In no event shall the additional insured receive any greater or additional coverage, or any greater or additional limits of liability than you receive under this policy. The coverage granted to the additional insured under this endorsement shall be excess over any other valid and collectible insurance. This endorsement provides no coverage to the additional insured for any liabilities arising out of the claimed negligence of the additional insured, or out of the claimed negligence of any entities other than the Named Insured. SAI-41 (9-02) • BUSINESSOWNERS • TBP-9(10-08) BUSINESSOWNERS COMMON POLICY CONDITIONS i' All coverages of this policy are subject to the following conditions. A. Cancellation (a) Furnish necessary heat, water, f, 1. The first Named Insured shown in the Declare- sewer service or electricity for 30 ii consecutive days or more, except tions may cancel this policy,by mailing or deliv during a period of seasonal unoccu ering to us advance written notice of cancella- tion. pancy; or � 2. We may cancel this policy by mailing or deliv- (b) Pay property taxes that are owing F+ ering to the first Named Insured written notice and have been outstanding for more of cancellation at least: than one year following the date due, ,i except that this provision will not ap- a. 5 days before the effective date of cancella- ply where you are in a bona fide dis- tion if any one of the following conditions pute with the taxing authority regard exists at any building that is Covered Prop ing payment of such taxes. ,i erty in this policy. b. 10 days before the effective date of cancel- (1) The building has been vacant or unoc- lation if we cancel for nonpayment of pre- • cupied 60 or more consecutive days. mium. This does not apply to: c. 30 days before the effective date of cancel- (a) Seasonal unoccupancy; or lation if we cancel for any other reason. • (b) Buildings in the course of construc- 3. We will mail or deliver our notice to the first tion, renovation or addition. Named Insured's last mailing address known to Buildings with 65% or more of the rental us. units or floor area vacant or unoccupied 4. Notice of cancellation will state the effective :`I are considered unoccupied under this date of cancellation. The policy period will end i provision. on that date. (2) After damage by a covered cause of 5. If this policy is cancelled, we will send the first loss, permanent repairs to the building: Named Insured any premium refund due. If we (a) Have not started,and cancel, the refund will be pro rata. If the first (b) Have not been contracted for, Named Insured cancels, the refund may be less than pro rata. The cancellation will be ef- - within 30 days of initial payment of fective even if we have not made or offered a loss. refund. f (3) The building has: 6. If notice is mailed, proof of mailing will be suffi- A (a) An outstanding order to vacate; cient proof of notice. (b) An outstanding demolition order; or B. Changes (c) Been declared unsafe by govern- This policy contains all the agreements between , mental authority. you and us concerning the insurance afforded. 4 Fixed and salvageable items have been The first Named Insured shown in the Declare- . (4) g tions is authorized to make changes in the terms or are being removed from the building replaced. does of this policy with our consent. This policy's terms and are not being not apply to suchret removal that Thiss neves- can be amended or waived only by endorsement sary or incidental to any renovation or issued by us and made a part of this policy. remodeling. (5) Failure to: i A N TBP-9(10-08) © ISO Properties, Inc., 2001 Page 1 of 3 0 I, C. Concealment, Misrepresentation Or Fraud G. Liberalization This policy is void in any case of fraud by you as it If we adopt any revision that would broaden the relates to this policy at any time. It is also void if coverage under this policy without additional pre- you or any other insured, at any time, intentionally mium within 45 days prior to or during the policy conceal or misrepresent a material fact concern- period, the broadened coverage will immediately ing: apply to this policy. 1. This policy; H. Other Insurance 2. The Covered Property; 1. If there is other insurance covering the same loss or damage, we will pay only for the 3. Your interest in the Covered Property;or amount of covered loss or damage in excess of 4. A claim under this policy. the amount due from that other insurance, D. Examination Of Your Books And Records whether you can collect on it or not. But we will not pay more than the applicable Limit of In- v We may examine and audit your books and re- surance of Section I—Property. cords as they relate to this policy at any time dur- ing the policy period and up to three years after 2. Business Liability Coverage is excess over: ward_ a. Any other insurance that insures for direct E. Inspections And Surveys physical loss or damage; or 1 1. We have to right to: b. Any other primary insurance available to you covering liability for damages arising a. Make inspections and surveys at any time; out of the premises or operations for which b. Give you reports on the conditions we find; you have been added as an additional in- and sured by attachment of an endorsement. c. Recommend changes. 3. When this insurance is excess, we will have no de- 2. dutWe are not obligated to make any inspections, fend auny claimr Business iLt" that anyCyvothee tos surveys, reports or recommendations and any fend any duty or "suit" that other insurer de- sucheactions we do undertake relate only to in- has a t will undertakee nd. If no other insurer twe surability and the premiums to be charged. We bfends, we theinsured's to do rightssoagainst we will do not make safety inspections. We do not un- those entitledono the all dertake to perform the duty of any person or other insurers. organization to provide for the health or safety I. Premiums of workers or the public.And we do not warrant 1. The first Named Insured shown in the Declare- +r, that conditions: tions: a. Are safe and healthful; or a. Is responsible for the payment of all premi- tl b. Comply with laws, regulations, codes or ums; and x, standards. b. Will be the payee for any return premiums 3. Paragraphs 1.and 2. of this condition apply not we pay. only to us, but also to any rating, advisory, rate 2. The premium shown in the Declarations was or similar organization which makes in computed based on rates in effect at the time in- surance inspections, surveys, reports or rec- ommendations. the policy was issued. On each renewal, con- serviceommendations. tinuation or anniversary of the effective date of 4. Paragraph 2.of this condition does not apply to this policy, we will compute the premium in ac- any inspections, surveys, reports or recom- with our rates and rules then in ef- mendations we may make relative to certifica- tion, under state or municipal statutes, ordi- nances or regulations, of boilers, pressure in force by paying a continuation premium for vessels or elevators, each successive one-year period. The pre- F. Insurance Under Two Or More Coverages mium must be: If two or more of this policy's coverages apply to a. Paid to us prior to the anniversary date; and the same loss or damage, we will not pay more b. Determined in accordance with Paragraph } than the actual amount of the loss or damage. 2.above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. t Page 2 of 3 Copyright, Insurance Services Office, Inc., 2000 TBP-9(10-08) 0 • 4. Undeclared exposures or change in your busi- the insured has rights to recover all or part of ness operation, acquisition or use of locations any payment we have made under this policy, may occur during the policy period that are not those rights are transferred to us. The insured shown in the Declarations. If so, we may re- must do nothing after loss to impair them. At quire an additional premium. That premium will our request, the insured will bring suit" or be determined in accordance with our rates transfer those rights to us and help us enforce and rules then in effect. them. This condition does not apply to Medical J. Premium Audit Expenses Coverage. L. Transfer Of Your Rights And Duties Under This 1. This policy is subject to audit if a premium Policy designated as an advance premium is shown in the Declarations. We will compute the final Your rights and duties under this policy may not premium due when we determine your actual be transferred without our written consent except exposures. in the case of death of an individual Named In- sured. 2. Premium shown in this policy as advance pre- mium is a deposit premium only.At the close of If you die,your rights and duties will be transferred each audit period we will compute the earned to your legal representative but only while acting premium for that period and send notice to the within the scope of duties as your legal represen- first Named Insured. The due date for audit tative. Until your legal representative is appointed, premiums is the date shown as the due date anyone having proper temporary custody of your on the bill. If the sum of the advance and audit property will have your rights and duties but only premiums paid for the policy period is greater with respect to that property. than the earned premium, we will return the t excess to the first Named Insured. 3. The first Named Insured must keep records of the information we need for premium computa- tion, and send us copies at such times as we may request. K. Transfer Of Rights Of Recovery Against Others To Us 1. Applicable to Businessowners Property Cover- age: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our pay- ment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: a. Prior to a loss to your Covered Property. b. After a loss to your Covered Property only if, at time of loss,that party is one of the fol- lowing: (1) Someone insured by this insurance; • (2).A business firm: (a) Owned or controlled by you; or (b) That owns or controls you; or (3) Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. 2. Applicable to Businessowners Liability Cover- age: TBP-9(10-08) Copyright, Insurance Services Office, Inc., 2000 Page 3 of 3 0 BUSINESSOWNERS TBP 2024(1-11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ CAREFULLY EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE •E Number of Days' Notice 30 Name of Person or Organization: Mailing Address: (If no entry appears above, information required to complete this Schedule will be shown in the Declarations '14 as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the 3 Schedule above. r Page 1 of 1 May 9, 2016 midland health Page 29 of 29 . . nchment 6: Immigration Affidavit Certification `•,olicitatiorielh-6615 Biometric Testing This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal Invitations to Bid (ITB's)and Request for Proposals (RFP)submittals. Further, Vendors / Bidders are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the vendors/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company Failure to include this Affidavit and acceptable evidence of enrollment in the E-Verify program,may deem the Vendor/ Bidderkproposai as non-responsive. Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized alien workers constituting a violation of the employment provision contained in 8 U S.0 Section 1324 a(e) Section 274A(e) of the Immigration and Nationality Act(-INK), Collier County may consider the employment by any vendor of unauthorized aliens a violation of Section 274A re) of the INA Such Violation by the recipient of the Employment Provisions contained in Section 274A(e)of the INA I .. shall be grounds for unilateral termination of the contract by Collier County. Vendor attests that they are fully compliant witn all applicable immigration laws(specifically to the 1986 Immigration Act and subsequent Amendment(s))and agrees to comply witn the provisions of the Memorandum of understanding with &Verify and to provide proof of enrollment in The Employment Eligibility Verification System 02-Verify). operated by the Department of Homeland Security in partnership with the Social Security Administration at me of submission of the Vendor's/Bidder s proposal. Company Name __Midland Health Testing Services, Inc. Print Name Jo Steinberg Title_CEO I Signature (1 Date 5 It 2 4/);.--1/6/ State of Wisconsin County of Waukesha Notarized document under separate cover The foregoing instrument was signed and acknowledged before me this_09th day of_May ,2016, by wno has produced .PL- c3S-1 %t - ?s-tic'""°c as identification. (Print or Type Nat;:lej (Type of Identification and Number) NotaryPwt 'ignaturc re-/ Gt.-) KIMBERLY CHO Printed Name of Notary Public Official Seat - 2.75-2 2404 t4otary Public•State of Illinois My Commission Expires Oct 22 NO tary Commission Number/Expiration - life i!,nee()fans Affidavit guarantees..as evidenced by the sworn atrida‘it required herein,the truth and accuracy of this da it to interroi4atories hereinafter made. •