Agenda 07/07/2015 Item #16E17/7/2015 16.E.1.
EXECUTIVE SUMMARY
Recommendation to award a contract for Affordable Care Act Data Reporting
Services to Health Eft) and authorize the Chairman to sign the County Attorney
approved agreement.
OBJECTIVE: To assure compliance with the data reporting requirements of the Affordable
Care Act (ACA) by selecting a qualified vendor to perform data reporting.
CONSIDERATIONS: The Board of Commissioners through the Risk Management Division
administers a Group Health Insurance program for the County Manager's agency and
participating Constitutional Officers. The Patient Protection and Affordable Care Act (PPACA),
commonly called the Affordable Care Act (ACA) is a federal statute signed into law on March
23, 2010.
The County is subject to the compliance provisions of the ACA, including the data reporting
requirements to the Internal Revenue Service (IRS) that are due in the first quarter of 2016 for
calendar year 2015. These data reporting requirements include the reporting of all employees;
wage information; leave information used by type; hours worked; whether health insurance
coverage was offered; and the names of covered dependents. This information is reported by
month for the year 2015.The purpose of this data collection is to determine the compliance of
the employer with the pay or play provisions of the ACA. The failure to offer coverage to eligible
employees may result in a fine to the County which could be as high as $3,200,000. The IRS
will utilize this data to determine if the employer is in compliance and to determine if the
individual mandate has been met by members.
The existing SAP system cannot accommodate these reporting requirements. Staff from Risk
Management, Human Resources, Information Technology, Finance and Payroll met to discuss
the new requirements, determine staff roles in the compliance process, and ascertain whether
or not this could be handled in- house. It was agreed by all parties to seek an outside vendor for
this service. Therefore, the Risk Management Staff, with the assistance of the County's
Benefits Broker and Actuarial consultant, Willis, Inc., sought and received three quotes from
qualified vendors.
The proposed pricing by vendor is as follows:
Vendor
Estimated Cost
Health E fx
$26,443
Hodges Mace Gatekeeper
32,170
Equifax
32,400
Based upon the proposed pricing and the capabilities of each firm as demonstrated in separate
presentations, Willis, Inc. recommends that the County select Health E(fx) for approval by the
Board. Staff concurs with this recommendation.
Staff recommends a three year agreement with the option to renew for additional 12 month
periods and requests authorization for the advanced payment of the implementation fee of
$9,200 per Fla.Stat.28.235. Commencement of the project shall begin upon approval of the
award and execution of the agreement.
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7/7/2015 16.E.1.
FISCAL IMPACT: The County Manager's agency was the lead employer on the proposal
process and subsequently was joined by the Clerk of Courts, the District Schools, and the
Collier County Sheriff's Office. The vendor has agreed to permit these agencies to utilize this
proposal to meet their reporting requirement as well. The estimated cost for the County
Manager's Agency to complete the reporting requirement is $26,443 for the 2015 reporting year.
This figure includes a $9,200 implementation fee that must be paid upon commencement of the
project. The total estimated first year expenditure by all participating county government
agencies is estimated to be $74,222. With the addition of the School District, total annual first
year expenditures are estimated to be $112,528.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with
this item.
LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires
majority vote for Board approval. —SRT
RECOMMENDATION: That the Board approves the selection of Health E(fx) to perform
Affordable Care Act reporting services; authorizes payment of the $9,200 up front
implementation fee; authorizes the Chairman to sign the attached agreement reviewed by the
County Attorney's staff; and approves the use of this contract by other agencies including the
Clerk of Courts, Sheriffs Office, and the School District.
PREPARED BY: Jeff Walker, CPCU, ARM, Division Director, Risk Management
Attachments:
Quote Tabulation
Agreement
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7/7/2015 16.E.1.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.E.16.E.1.
Item Summary: Recommendation to award a contract for Affordable Care Act Data
Reporting Services to Health E(fx) and authorize the Chairman to sign the County Attorney
approved agreement.
Meeting Date: 7/7/2015
Prepared By
Name: WalkerJeff
Title: Division Director - Risk Management, Administrative Services Department
5/28/2015 8:53:26 AM
Submitted by
Title: Division Director - Risk Management, Administrative Services Department
Name: WalkerJeff
5/28/2015 8:53:28 AM
Approved By
Name: MarkiewiczJoanne
Title: Division Director - Purchasing & Gen Svc, Administrative Services Department
Date: 6/4/2015 7:44:09 PM
Name: HerreraSandra
Title: Manager - Procurement, Administrative Services Department
Date: 6/5/2015 7:47:22 AM
Name: PriceLen
Title: Department Head - Administrative Svc, Administrative Services Department
Date: 6/5/2015 2:23:47 PM
Name: PriceLen
Title: Department Head - Administrative Svc, Administrative Services Department
Date: 6/8/2015 10:52:33 AM
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Name: TeachScott
7/7/2015 16. E.1.
Title: Deputy County Attorney, County Attorney
Date: 6/8/2015 11:34:37 AM
Name: KlatzkowJeff
Title: County Attorney,
Date: 6/8/2015 3:40:39 PM
Name: IsacksonMark
Title: Division Director - Corp Fin & Mgmt Svc, Office of Management & Budget
Date: 6/19/2015 9:27:16 AM
Name: CasalanguidaNick
Title: Deputy County Manager, County Managers Office
Date: 6/21/2015 10:46:52 AM
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7/7/2015 16. E.1.
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HEALTH a ®®
Clarity. Compliance. Control.
SOFTWARE AND SERVICE AGREEMENT
( "Master Agreement's
This Agreement is made on the day of 2015 (the "E
Date ") by and between HealthCare Impact Associates, LLC ( "HIA'), a Minnesota limited
company with primary office at 6121 Baker Road, Suite 104, Minneapolis, MN 5534
Collier County, a political subdivision of the State of Florida ( "Employer" or "the Count)
an office at 3299 Tamiami Trail E., Suite 303, Naples, Florida 34112.
WHEREAS, HIA is the developer and exclusive owner of an Affordable C
management information system known as Health E(fx)ql) (which, together
accompanying documentation and other materials, shall be referred to hereafter
"Software" or "Service "); and
WHEREAS, as further described on the proposal provided to Employer, dated AE
2015 and attached hereto as Exhibit A (the "Proposal ") the Software: (1) aggregate
analyzes raw employer data received from Employer source systems, including payroll,
time and attendance and benefits administration; (2) complies with applicable regulations
Affordable Care Act as of the date of its implementation, and is designed to ml
compliance to subsequent regulation changes as introduced; (3) measures, reports, and
on employee medical benefits eligibility and plan affordability compliance under the Affo
Care Act; (4) provides employer management reporting, compliance reporting, and eml
notifications and federal reporting; and (5) enables complex data modeling and analytics
the analytics module is purchased) to assess and evaluate risk, cost, and strategies rely
an employer's medical benefits program; and
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WHEREAS, Employer wishes to license and use the Software and HIA services fdr the
price and on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and premises herein
contained, the parties hereto agree to the terms and conditions of this Agreement (also 4alled
"Master Agreement").
I. Term and Termination. This Agreement shall become effective upon the date the BoOrd of
County Commissioners approves ( "Effective Day ") and shall be for thirty -six (36) m nths
beginning on the Effective. Date, at the end of which time it may be renewed for additional
twelve (12) month periods until terminated by (1) mutual agreement of the parties, (4) the
Employer upon ninety (90) days' notice to HIA, or (3) as otherwise provided herei . All
services and products provided prior to termination shall be paid for in full, upon receip� of a
proper invoice and upon approval by the Risk Management Director, or his designee, . d in
compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Goverent
Prompt Payment Act". Provisions of this Agreement which by their terms are inten td to
survive the termination of this Agreement, including but not limited to Sections 5, 6, 7, 9,
shall survive termination of this Agreement.
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2. Services: License. Subject to "018 tee ins of this Agreement and in exchange for tt4 fees
below, HIA will provide to Employer the services described on the Proposal and puroased
by Employer, including the grant of a non - exclusive non transferable, license to uae the
Software as set forth more particularly in the End User Software License and Warranty
Agreement ( "EULA "), which is attached hereto as Aooendix A and incorporated by reference
herein.
3. Fees: Employer shall pay fees as follows:
a. Implementation Fee. The .Implementation Fee is a one -time non - refundable
fee securing the implementation schedule and include set -up, System
configuration, data file(s) integration and testing, hosting and deploymerdj, and
standard training.
b. Software and Service Fees. In addition to the Implementation Fee, Employer
shall pay an annual Software and Service Fee for the Health Eft) Compiance
Module. Employer will be provided access to and use of the Health (fx)a
Analytics Module fora period of three (3) months (the "Trial Period") fro the
"Go-Live' date free of charge, at which time additional fees for continued use will
apply (as shown in the Applicable Software and Service Fees table blow).
Employer has the right to cancel access and use of Analytics Module Jupon
written notice up to ten (10) days in advance of the end of the Trial Period. All
fees associated with the Annual Software and Service Fees are in effectlfor a
period of three (3) years from Agreement date, subject to an annul 4%
adjustment at the start of years two and three. "Go-Live" shall begin wh* the
Employer's system is moved to production subsequent to Emp le' documented acceptance sign -off, which sign -off shall not be unrea ably
withheld. Support and maintenance Services shall be governed by the S port
and Service Level Agreement, which is attached hereto as Append and
incorporated by reference.
C.
Applicable Software and Service Fees:
Implementation Fee $9,200
Compliance Module $11,000 annually
Optional Analytics Module Three months free use; $3,500
annually
i
1094 -C Generation and Fling
1095 -C Generation $3,500
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Additional Services
*Managed Services
PEPM $1.25
One Time Set Up Fee - $1,150
Standard Print and Mail Per
Form - $0.92
1095 Forms Fulfillment
Combined Print and Electronic
Portal Per Form - $1.30
Annual Portal License Fee
$1,725
Unlimited User Seats
included
d. Basis For Fees.
Fees are based on implementation of standard Software functio Inality
and include implementation of current month and historical data ting,
and validation of the data feed from Employer source systems Id fled
in the proposal data form provided by Employer ('Data Form's ap nded
to this Agreement as Appendix C, and using secure data aogt �sition
processes integral and proprietary to the Software. Implemenjtation
requires timely tendering of required source data to malintain
implementation schedule.
Historical data load is included provided historical data is provided too HIA
in the agreed data specification (°Implemented Data Files ") estabiIished
between Employer and HIA during implementation.
III. A one -time historical data load is included in the Implementation ee. If
additional support is required and/or historical data must be r aded
due to errors or changes caused by Employer, additional fees may apply
and are subject to a written scope change document, upon prior
approval by the Employer.
IV. Additional consulting resulting from additional requests not inclu
licensing or which are not identified in the Employer Data
(Appendix C), or changes that are made to Employer's data
subsequent to Go-Uve, shall be invoiced at $235 for compliant
client services, and $175 per hour for technical services. Such coi
in addition to the fees set forth in sections 3a, 3b and 3c above a
be documented as a scope change for Employer's approval befon
is undertaken.
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7/7/2015 16.E.1.
e.
Invoicing. Payment will be made upon receipt of a proper invoice
approval by the Risk Management Director, or his designee, and in a
with Chapter 218, Fla. State., otherwise known as the `Local Gc
Prompt Payment Act`. The implementation Fee is due upon exemA
Agreement The Annual Subscription Software and Service Fees
irnroiced after Go -Live acceptance.
Travel Costs. Requested travel, if any, shall be requested in adwni
approval by the Risk Management DirsCtOr is required. Requested try
incur costs in addition to the implementation Fee and S0ftWM and
Fees. Travel expenses will include all travel time that is in addition to
time, and shall be reimbursed as per Section 112.061 Fla. Slats.
Reimbursements shall be at the following rates:
Mileage
$0.445 per mile
Breakfast
$6.00
Lunch
$11.00
Dinner
$19.00
Airfare
Actual ticket cost limited to tourist
or mach class fare
Rental car
Actual rental cost limited to
compact or standard -sire
vehicles
Lodging
Actual cost of lodging at single
occupancy rate with a cap of no
more than $150.00 per night
Parking
Actual cost of parking
Taxi or Airport
Limousine
Actual cost of either taxi or airport
limousine
..
of this
all be
and
will
training
g. Print and Fullfiihnsnt Sewia*f . Managed P" and electronic Iment is
available at Employer's request Print and mail ftMl1rr ant services are not
included in fees above and shall be invoiced in addition to the other foes in this
Section 3. The Software is integrated with industry - leading third party] tax form
vendors. An addendum will be executed should managed print and electronic
services be requested.
i
4. Interest choress. In addition to the default remedies available at law anti in this
Agreement, any past due amounts will accrue monthly interest in ao=dance to Fla. Stat.
§218.74 and payable upon receipt of a proper invoice and upon approval by the Risk
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Management Director, or his designee, and in compliance with Chapter 218, Fla.
otherwise known as the "Local Government Prompt Payment Act'.
s. Confidentiality. HIA and Employer agree that each party may have access to, or b
acquainted with confidential information about the other, including customer informati
methods and means of the operation of the business. Each party shall keep said conf
information ( "Confidential Information') of the other party in oonfidenoe and shall n
copy, reveal, report, publish, disclose, transfer or otherwise make it available, dire
indirectly, without the prior written consent of the other party. The parties agree
employee information provided by Employer to HIA hereunder, including through its
the Software is "Confidential Information' and that all aspects of the Software (includ
not limited to its functionality and design) and documentation related thereto, are I
deemed Confidential Information. Each party agrees to: (a) maintain the confidentiali
Confidential Information using at least the degree of care and security as it uses to n
the confidentiality of its own Confidential Information, and in no event less than a real
degree of care, and (b) not use the other's Confidential Information except in accx
with this Agreement. In the event that HIA wishes to disclose Employer's Coni
Information to one of its agents or subcontractors (including service providers), it ma
only if that agent or service provider has a need to know such Confidential Inform
order for HIA to perform its obligations under this Agreement, and the agent, subcor
or service provider acknowledges that the Confidential Information is subject to pr
hereunder. Information shall not be considered confidential under this Section tha
publicly known prior to or after disclosure hereunder other than through acts or on
attributable to the recipient or its employees or representatives; (ii) as demonstrated
written records, is already known to the recipient at the time of disclosure hereunde
disclosed in good faith to the recipient by a third party having a lawful right to do &
the subject of written consent of the party which supplied such information aut
disclosure; or (v) is required to be disclosed by law; provided that the recipient shall
disclosing party reasonable notice in writing prior to disclosing such information in
facilitate seeking a protective order or other appropriate remedy from the proper a
Notwithstanding the foregoing, If the parties have previously executed an ag
concerning confidentiality and non - disclosure, and any of those terms directly corn
the terms in this Section 5, the most restrictive and protective term will prevail. 11-
have the right to communicate Employer use of the Software.
G. Data Security. As noted in the EULA, which is attached as Aooendix A to this Agra
HIA has implemented and maintains an information security program that incorl
administrative, technical, and physical safeguards designed to ensure the a
confidentiality, and integrity of Personal Information (as defined below) in complian
applicable laws, including without limitation the requirements contained
Massachusetts Code of Regulations, 201 CMR Sections 17.00 et. seq. For purposes
Agreement, the term "Personal Information" shall mean 1) information that is not
available to the public 2) in any medium provided by Employer to HIA, or colle
processed by HIA on Employer's behalf, 3) that identifies or could reasonably be
identify any natural person, including without limitation a person's first and last name
initial and last name, in combination with one or more of the following: social
number or other third -party issued identifier such as a state identification number,
license number or passport number, and financial information, including credit card
account information.
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7/7/2015 16.E.1.
7. HIPAA Compliance. HIA agrees to comply with all applicable Iaz:s relating to the ptivacy,
transmission and security of individually identifiable, personal data, including IndMdually
identifiable health care information and, to execute a Business Associate Ag*ment
attached hereto as Exhibit "B.'
e. Ownership of Data. All right, title and interest in the data used and/or subml�ed by
Employer in. connection with the Software ('Data') is owned by Employer and may of be
used, disclosed, transferred, assigned, sold or published by HIA without Employer' prior,
express, written permission. HIA will not publish or sell Data or Personal Information or
employee- specific information or otherwise use any Data or Personal Information for any
purpose other than as strictly necessary to provide the Software and services to Empl�yer.
9. Indemnification. HIA shall indemnify and hold) harmless Collier including, tb off lim and
ited
employees from any and all liabilities, damages,
to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the int orally
wrongful conduct of HIA or anyone employed by HIA in the performance of this Ag ment
or damages resulting from any claim by any third party, including amounts incurred ach a
to resolution or settlement agreements with government agencies (cumulatively,
"Claim'), arising out of: (a) any material breach by HIA of Section 5 (Confiden lity) or
Section 8 (Data Security), or (b) any determination that any of the Software or Se r" (or
any portion thereof) infringes a third party's patents, or infringes or misappropriMtes, as
applicable, such third party's copyrights, trademarks, trade secrets or other intollectual
property or proprietary rights. This indemnification obligation shall not be construed to
negate, abridge or reduce any other rights or remedies which otherwise may be avelabie 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.
9.1 The duty to defend under this Section 9 is independent and separate from thel duty to
indemnify, and the duty to defend exists regardless of any ultimate liability of t(ie HIA,
County and any indemnified party. The duty to defend arises immediat* upon
presentation of a claim by any party and written notice of such claim being provided to HIA.
HIA's obligation to indemnify and defend under this Section 9 will survive the expirjation 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 uily and
finally barred by the applicable statute of limitations.
10. Non - Solicitation of Emulovees. During the term of this Agreement and for one 1) year
ereafter, each a agrees that it will not induce or attempt to influence any employee,
th party 9
subcontractor, or agent of the other party to (1) terminate his/her or its relationshiplwith the
other party, or (2) enter into any employment or other business relationship with any other
person firm or entity.
11. Independent Contractor. HIA is at all times an independent contractor and nothing in this
Agreement is intended, or construed, to create between Employer and HIA an agency, joint
venture or partnership relationship. Except as specifically set forth herein, neither party may
act on behalf of the other.
12. Insurance. At all times during the term of this Agreement, HIA will maintain i6suranee
policies as set forth below, and will cause Employer to be named as an additionall insured.
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Insurance shall be obtained from insurers authorized to transact the relevant type of
insurance business in the state in which work is to be performed, and shall have an A.M.
Best rating of no less than `A - ", and an A.M. Best Financial Size Category of at leant VII,
with at least the following provisions, coverages and limits:
t. Worker's Compensation
Statutory limits in accordance with all applicable state and federal laws, applicable in t
where work is to be performed:
Employers Liability
Each accident $ 500,000
Disease (policy limit) $ 500,000
Disease (each employee) $ 500,000
2. Commercial General Liability (including Contractual liability Insurance coverage
based on the following minimum limits):
General Aggregate $2,000,000
Products/Completed Operations Aggregate $2,000,000
Advertising Injury and Personal Injury Aggregate Limit $1,000,000
Each Occurrence $1,000,000 j
Medical Expenses $ 10,000
3. Umbrella liability (which shall be excess and following form with respect to
underlying coverage requirements and limits, with a minimum limit cot):
Each Occurrence $3,000,000
Aggregate $3,000,000
4. Technology Errors & Omissions Liability. The definition of `professional services"
under this policy shall cover the scope of work being performed under this j
Agreement. The policy shall provide minimum limits of liaNity as follows: i
Each claim $3,000,000 j
Aggregate $3,000,000
13. IRS Reporting Only. If Employer has opted to use only the IRS reporting functions Of the
Software, Employer shall bear any and all liability associated with the determin of
eligibility, affordability, and the compliance data it provides to HiA that is used in fulfilli IRS
reporting data requirements. When reporting only is chosen, HIA is unable to audit em toyer
data, and therefore must depend on and assume the correctness and accuracy of em oyer
provided and determined compliance information critical to the IRS reports, in ding
eligibility and affordability of offer of coverage.
14. Default. Failure by either party to perform as agreed upon in this Agreement shall be a
default. Prior to initiating any legal action or termination of this Agreement, thej non -
defaulting party shall give written notice of the default to the other party. If the default is not
cured within ten (10) days of delivery of the notice, the non - defaulting party may, tat its
option, terminate this Agreemenrt, including Employer's rights under the EULA. In the ' vent
of a failure to make payment when due, HIA may suspend and/or terminate sery ce to
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Employer. Termination of this Agreement by HIA does not relieve Employer the
obligation to make immediate payment of ail outstanding amounts owing to HI#1 by
Employer. As set forth above, the County may terminate said agreement for cause.
15. Notices. Any notices given pursuant to this Agreement will be in writing, delivered t� the
addresses set forth below (unless change by notice) and will be effective upon reo*t as
documented via a return receipt or courier service.
To Employer: Collier County
3311 Tamiami Trail E.
Naples, FL 34112
Attn: Jeff Walker, Risk Management Director
Telephone No: 239- 252 -8461
Facsimile No: 239 - 252 -8048
To HIA: Contract Management
HealthCare Impact Associates, LLC
Baker Technology Plaza
6121 Baker Road, Suite 104
Minnetonka, MN 55345
16. Modification of Agreement. Any modification of this Agreement shall be binding only if
evidenced in writing, and signed by each party.
17. Invalids . Should any part of this Agreement for any reason be declared invalid, (such
declaration shall not affect the remaining portions of this Agreement, which shall remiiin in
full force and effect as if this Agreement had been executed without the invalid portion
thereof.
18. Headings. The division of this Agreement into sections and subparagraphs and the
insertion of headings are for the convenience of reference only and shall not affect the
construction or interpretation of this Agreement.
19. Assignment. The Agreement may not be assigned by either party without the prior e4ess
written consent of the other, such consent will not be unreasonably withheld. See App ndix
A.
i
20. Force Maieure. Neither party shall be liable or deemed in default for any delay or fai re in
performance of any part of this Agreement to the extent that such delay or failure is ceased
by the occurrence of any event beyond the reasonable control of such party, Ind ding
without limitation, fire, flood, strikes and other industrial disturbances, accident, em rgo,
act of the government, war, terrorism or national emergency requirement, act of God, ct of
the public enemy, electrical, Internet, or telecommunication outage that is not caused the
obligated party.
21. Governing Law. This Agreement shall be governed in all respects by the laws of F�rida
without regard to its conflicts of laws rules. I,
22. Entire Agreement. This Agreement together with Exhibit A, Exhibit B and the Appendices
hereto contains the entire agreement between the parties hereto and supersedes an f prior
8
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agreements, arrangements, negotiations and understandings between the parties �ereto
relating to the subject matter hereof.
23. Counterparts. This Agreement may be executed in counterparts, delivered by facsimile
transmission or as a .pdf attachment to an email.
(Slanoture Pow to Follow)
9
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7/7/2015 16.E.1.
IN WITNESS WHEREOF, the parties hereto, have each, respecvely, by an au.: horizad
or agent, have executed this Agreement on the date and year first written above.
ATTEST:
Dwight E. Brock, Clerk of Courts
By:
Dated:
(SEAL)
First Witness
TType/print witness name
Second Witness
TType/print witness names'
Approved as to Form and Legality:
Assistant County Attorney
Print Name
Attachments:
Exhibit A - Proposal
Exhibit B- Business Associate Agreement
Appendix A - End User License Agreement
Appendix B - Support and Service Level Agreement
Appendix C - Employer Data Form
BOARD OF COUNTY COMMIS
COLLIER COUNTY, FLORIDA
RV-
Tim Nance, Chairman
HeafthCare impact Associates, LLC
By:
Signature
Type/print signature and
10
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EXHIBIT B-
BUSINESS ASSOCIATE AGREEMENT
(following this page)
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BUST -TESS ASSOCILAIT AGREEMEir i
This Business Associate Agreement ( "Agreement") is entered into between
COUNTY ( "Covered Entity') and HealthCare Impact Associates, LLC ("HiA "),
Associate "), effective as of this day of , 2015 (the "Effective l
WHEREAS, Covered Entity and Business Associate have entered into, or plan enter
into, an arrangement pursuant to which Business Associate may provide services for C Dvered
Entity that require Business Associate to access, create and use Protected Health Infog nation
( "PHI") that is confidential under state and/or foderal law; and
WHEREAS, Covered Entity and Business Associate intend to protect the priva�-y and
provide for the security of PHI disclosed by Covered Entity to Business Associate, or lected
or created by Business Associate, in compliance with the Health Insurance Portabilittv and
Accountability Act of 1996, Public Law 104 -191 ( "HIPAA'), and the regulations pro m lgated
there under, including, without limitation, the regulations codified at 45 CFR Parts 160 d 164
( "HIPAA Regulations'; the Health Information Technology for Economic and Clinical ealth
Act, as incorporated in the American Recovery and Reinvestment Act of 2009, ind its
implementing regulations and guidance issued by the Secretary of the Department of Heath 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, S curlty,
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 j
WHEREAS, the HIPAA Regulations require Covered Entity to enter into an ement
with Business Associate meeting certain requirements with respect to the Use and Disc1 ure of
PHI, which are met by this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein �md the
exchange of information pursuant to this Agreement, the parties agree as follows:
1. Definitions.
Capitalized terns used herein without definition shall have the meanings
to them in the HIPAA Regulations or the HITECH Act, as applicable unless otherwise
herein.
2.Obliaations and Activities of Business Associate.
a. Permitted Uses and Disclosures. Business Associate shall only se or
Disclose PHI for the purposes of (i) performing Business Associate's obligations under xhibit
A of this Agreement ( "Exhibit A ") and as permitted by this Agreement; or (ii) as permi or
Required By Law; or (iii) as otherwise permitted by this Agreement. Business Associate shall
Page 1 of 10
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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 con#itute 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) to carry out the legal responsibilities of Business As�ociate.
Business Associate may Disclose PHI for the proper management and administration of B Lisiness
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 bhalf of
a covered entity or health care provider for payment purposes of such covered entity oi health
care provider, with the expectation that such parties will provide reciprocal assistance to overed
Entity, provided that with respect to any such Disclosure either: (i) the Disclosure is Requ red By
Law; or (ii) for permitted Disclosures when Required By Law, Business Associate shall btain a
written agreement from the person to whom the PHI is to be Disclosed that such person voll hold
the PHI in confidence and will not use and further disclose such PHI except as Required y Law
and for the purpose(s) for which it was Disclosed by Business Associate to such perso4ch d that
such person will notify Business Associate of any instances of which it is aware in the
confidentiality of the PHI has been breached.
b. Avvropri . e Safeg Business Associate shall iml
administrative, physical and technical safeguards that (i) reasonably and appropriately pra
confidentiality, integrity and availability of electronic PHI that it creates, receives, main
transmits on behalf of Covered Entity; and (ii) prevent the Use or Disclosure of PHI other
contemplated by Exhibit A and this Agreement.
C. Compliance with Security Provisions. Business Associate A
implement and maintain administrative safeguards as required by 45 CFR § 164.308, 1
safeguards as required by 45 CFR § 164.3 10 and technical safeguards as required by 45
164.3 12; (ii) implement and document reasonable and appropriate policies and proced
required by 45 CFR § 164.3 16; and ( iii) be in compliance with all requirements of the H
Act related to security and applicable as if Business Associate were a "covered entity,"
term is defined in HIPAA.
d. Compliance with Privacy Provisions. Business Associate shall c
and Disclose PHI in compliance with each applicable requirement of 45 CFR § 16
Business Associate shall comply with all requirements of the HITECH Act related to pri
applicable as if Business Associate were a "covered entity," as such term is defined in
To the extent Business Associate is to carry out one or more of Covered Entity's obli
under Subpart E of 45 CFR Part 164, Business Associate shah comply with the require
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
practicable and mandated by law, any harmful effect that is known to Business Associo
Use or Disclosure of PHI by Business Associate in violation of the requirements
Page 2 of 10
Packet Page -1897-
:t the
1s or
rn as
(i)
sical
FR §
,s as
ECH
such
Use
4(e).
and
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7/7/2015 16.E.1.
Agreement.
f. EnMjli . To facilitate Business Associate's compliance w
Agreement and to assure adequate data security, Covered Entity agrees that all PHI pro
transmitted to Business Associate pursuant to Exhibit A shall he provided or transmi
manner which renders such PHI unusable, unreadable or indecipherable to unauthorized
through the use of a technology or methodology specified by the Secretary in the guidam
under section 13402(h)(2) of the HITECH Act. Covered Entity acknowledges that failure
could contribute to or permit a Breach requiring patient notification under the BMCH
further agrees that Business Associate shall have no liability for arty Breach caused
failure.
Reportinrt.
a. Security- Incidents and/or Unauthorized Use or Disclosure. Business As
shall report to Covered Entity a successful Security Incident or any Use and/or Disclosure
other than as provided for by this Agreement or permitted by applicable law within a reap
time of becoming aware of such Security incident and/or unauthorized Use or Disclose
not later than five (5) days thereafter), in accordance with the notice provisions set forth
Business Associate shall take (i) prompt action to cure any such deficiencies as rm
requested by Covered Entity, and (ii) any action pertaining to such Security Incident
unauthorized Use or Disclosure required by applicable federal and state laws and regulal
such successful Security Incident or unauthorized Use or Disclosure results in a Br
defined in the HITECH Act, then Covered Entity shall comply with the requirements of
3.b below.
b. Breach of Unsecured PHI. The provisions of this Section 3.b are effecti
respect to the Discovery of a Breach of Unsecured PHI occurring on or after Septern
2009. With respect to any unauthorized acquisition, access, Use or Disclosure of (
Entity's PHI by Business Associate, its agents or subcontractors, Business Associate
investigate such unauthorized acquisition, access, Use or Disclosure; (ii) determine whets
unauthorized acquisition, access, Use or Disclosure constitutes a reportable Breach ut
HITECH Act; and (iii) document and retain its findings under clauses (i) and (ii). If E
Associate Discovers that a reportable Breach has oocurned, Business Associate shal
Covered Entity of such reportable Breach in writing within five (5) days of the date E
Associate Discovers such Breach. Business Associate shall be deemed to have disco
Breach as of the first day that the Breach is either known to Business Associate or at
employees, officers or agents, other than the person who committed the Breach, or by ex
reasonable diligence should have been known to Business Associate or any of its emj
officers or agents, other than the person who committed the Breach. To the ex
information is available to Business Associate, Business Associate's written notice shall
the information required by 45 CFR § 164.410(c). Business Associate shall promptly sup
the written report with additional information regarding the Breach as it obtain
information. Business Associate shall cooperate with Covered Entity in meeting I
Entity's obligations under the HITECH Act with respect to such Breach.
Page 3 of 10
Packet Page -1898-
this
d or
in a
issued
i do so
.ct and
r such
of PHI
unable
rout
aerein.
onably
and/or
ons. If
ach as
►cction
,e with
per 23,
overed
call (i)
;r such
ter the
isiness
notify
isiness
,erect a
of its
rcising
loyees,
:nt the
nclude
lement
such
7/7/2015 16.E.1.
4. Business Associate's Agents. To the extent that Business Associate us
more subcontractors or agents to provide services under Exhibit A, and such subcontr
agents receive or have access to PHI, Business Associate shall sign an agreement v
subcontractors or agents containing substantially the same provisions as this Agreement.
Rights of Individuals.
a. Access to PHI. Within ten (10) days of receipt of a request by C
Entity, Business Associate shall make PHI maintained in a Designated Record Set avail
Covered Entity or, as directed by Covered Entity, to an Individual to enable Covered E
fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, (i) in the eve
any Individual requests access to PHI directly from Business Associate in connection
routine billing inquiry, Business Associate shall directly respond to such request in com
with 45 CFR § 164.524; and (ii) in the event such request appears to be for a purpose ott
a routine billing inquiry, Business Associate shall forward a copy of such request to (
Entity and shall fully cooperate with Covered Entity in responding to such request. In eith
a denial of access to requested PHI shall not be made without the prior written con
Covered Entity.
b. Access to Electronic Health Records. If Business Associate is de
use or maintain an Electronic Health Record on behalf of Covered Entity with respect
then, to the extent an Individual has the right to request a copy of the PHI maintained
Electronic Health Record pursuant to 45 CFR § 164.524 and makes such a request to I
Associate, Business Associate shall provide such individual with a copy of the ink
contained in such Electronic Health Record in an electronic format and, if the Indiv.
chooses, transmit such copy directly to an entity or person designated by the Individual. I
Associate may charge a fee to the individual for providing a copy of such information,)
fee may not exceed Business Associate's labor costs in responding to the request for 0
The provisions of 45 CFR § 164.524, including the exceptions to the requirement to p
copy of PHI, shall otherwise apply and Business Associate shall comply therewith as if I
Associate were the "covered entity," as such term is defined in HIPAA. At Covered
request, Business Associate shall provide Covered Entity with a copy of an Individu
maintained in an Electronic Health Record in an electronic format and in a time and
designated by Covered Entity in order for Covered Entity to comply with 45 CFR § I&
amended by the HITECH Act.
ie or
rs or
such
tble to
tity to
nt that
with a
)Nance
:r than
:)vered
r case,
=t of
ned to
:) PHI,
n such
tsiness
nation
.ual so
iciness
it such
COPY•
wide a
iciness
,ntity's
is PHI
nanner
524. as
C. Amendment of PHI. Business Associate agrees to make any amen ent(s)
to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 I1 CFR §
164.526 at the request of Covered Entity or an Individual, and in the time and manner designated
by Covered Entity.
d. Accounting _Ri lg lts. This Section 5.d is subject to Section 5.e
Business Associate shall make available to Covered Entity, in response to a request f
Individual, information required for an accounting of disclosures of PHI with respea
Page 4of10
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below.
*om an
to the
1
7/7/2015 16.E.1
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 infori aation
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 a first
accounting requested by an Individual within any six (6) month period; however, are nable,
cost -based fee may be charged for subsequent accountings daring 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 c Bing
such fee is not otherwise contrary to law. Such accounting obligations shall survive term nation
of this Agreement and shall continue as long as Business Associate maintains PHI.
C. Accounting of Disclosures of Electronic Health Records. The pmvi ons of
this Section 5.e shall be effective on the date specified in the HITECH Act. If' usiness ciate
is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity, en, in
addition to complying with the requirements set forth in Section 5.d above, Business ciate
shall maintain an accounting of any Disclosures made through such Electronic Health rd for
Treatment, Payment and Health Care Operations, as applicable. Such accounting shall mply
with the requirements of the HITECH Act. Upon request by Covered Entity, Business 'ate
shall provide such accounting to Covered Entity in the time and manner specified by vered
Entity and in compliance with the HrMCH Act. Alternatively, if Covered Entity respo to an
Individual's request for an accounting of Disclosures made through an Electronic Health ecord
by providing the requesting Individual with a list of all business associates acting on of
Covered Entity, then Business Associate shall provide such accounting directly to the esting
Individual in the time and manner specified by the HITECH. Act. i
f. Agreement to Restrict Disclosure. If Covered Entity is required to mply
with a restriction on the Disclosure of PHI pursuant to Section 13405 of the HITECH A t, 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 -he PHI
affected thereby. Business Associate shall, upon receipt of such notification, not Disc se the
identified PHI to any health plan for the purposes of carrying out Payment or Healih Care
Operations, except as otherwise required by law. Covered Entity shall also notify iness
Associate of any other restriction to the Use or Disclosure of PHI that Covered Entity hal agreed
to in accordance with 45 CFR § 164.522.
6. Remuneration and Marketing. 1
a. Remuneration for PHI. This Section 6.a shall be effective with reopect 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 remune on m
exchange for any PHI of Covered Entity except as otherwise permitted by the HITECH Air.
b. Limitations on Use of PHI for Marketing ses. Business
Page 5 of 10
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i
7/7/2015 16.E.1. -
shall not Use or Disclose PHI for the purpose of matting a communication about a putt or
service that encourages recipients of the communication to purchase or use the p , uct or
service, unless such communication: (I) complies with the requirements of subparagraph 01 (ii)
or (iii) of paragraph (1) of the definition of marketing contained in 45 CFR § 164.501, 1 nd (2)
complies with the requirements of subparagraphs (A), (B) or (C) of Secti on 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 f going
requirements are met with respect to any such marketing communication.
7. Governmental Access to Records. Business Associate shall make its ' iternal
practices, books and records relating to the Use and Disclosure of PHI available to the Sexctary
for purposes of determining Covered Entity's compliance with the HIPAA Regulations a nd 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 docum to .on
by or on behalf of the Secretary. Business Associate shall provide to Covered Entity a py of
any PHI that Business Associate provides to the Secretary concurrently with providing h PHI
to the Secretary.
8. Minimum Necessary. To the extent required by the HITECH Act, Buisiness
Associate shall limit its Use, Disclosure or request of PHI to the Limited Data Set or, if 96ded,
to the minimum necessary to accomplish the intended Use, Disclosure or request, respec 'vely.
Effective on the date the Secretary issues guidance on what constitutes `minimum ne ces " 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 xtent
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 pattim of
activity or practice of Business Associate that constitutes a material breach or viol n of
Business Associate's obligations under this Agreement, then Covered Entity shall p6y
notify Business Associate. With respect to such breach or violation, Business Associate shall
take reasonable steps to cure such breach or end such violation, if possible. If such steos are
either not possible or are unsuccessful, upon written notice to Business Associate, C ered
Entity may terminate its relationship with Business Associate.
b. Breach by Covered Entity_. If Business Associate knows of a pa
activity or practice of Covered Entity that constitutes a material breach or violation of (
Entity's obligations under this Agreement, then Business Associate shall promptly
Covered Entity. With respect to such breach or violation, Covered Entity shall take rem
steps to cure such breach or end such violation, if possible. If such steps are either not pos
are unsuccessful, upon written notice to Covered Entity, Business Entity may termij
relationship with Covered Entity.
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or
its
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C. Automatic Termination. This Agreement will automatically tend
without any further action by the parties hereto, at such time as there are no longer any
Agreements by and between the parties hereto. 7
d. Effect of Termination. Upon termination of this Agreement for any
Business Associate shall either return or destroy all PHI, as requested by Covered Ent
Business Associate or its agents or subcontractors still maintain in any form, and shall n
copies of such PHI. If Covered Entity requests that Business Associate return PHI, st,
shall be returned in a mutually agreed upon format and timeframe. If Business A
reasonably determines that return or destruction is not feasible, Business Associate shall c
to extend the protections of this Agreement to such PHI, and limit further uses and disclo
such PHI to those purposes that make the return or destruction of such PHI not fen
Business Associate is asked to destroy the PHI, Business Associate shall destroy P
manner that renders the PHI unusable, unreadable or indecipherable to unauthorized pe
specified in the HITECH Act.
11. Amendment. The parties acknowledge that state and federal laws relating
security and privacy are rapidly evolving and that amendment of this Agreement may be r
to ensure compliance with such developments. The parties specifically agree to take suck
as is necessary to implement any new or modified standards or requirements of HIPS
HIPAA Regulations, the HITECH Act and other applicable laws relating to the sect
confidentiality of PHI. Upon the request of Covered Entity, Business Associate ag
promptly enter into negotiation concerning the terms of an amendment to this Agi
incorporating any such changes.
12. No Third Party Beneficiaries. Nothing express or implied in this A
intended to confer, nor shall anything herein confer, upon any person other than Cov
Business Associate and their respective successors or assigns, any rights, remedies,
or liabilities whatsoever.
13. Effect on Underlying Arrangement. In the event of any conflict
Agreement and any underlying arrangement between Covered Entity and Business.
terms of this Agreement shall control.
14. Survival. The provisions of this Agreement shall survive the
expiration of any underlying arrangement between Covered Entity and Business r
15. Interpretation. This Agreement shall he interpreted as broadly as nec
implement and comply with HIPAA, the HIPAA Regulations and the HITECH Act. Tl
agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that
and is consistent with such laws.
16. Governing Law. This Agreement shall be construed in accordance with
of the State of Florida.
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,that
in no
i PHI
'S of
e. If
in a
is as
data
action
A, the
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ees to
rent is
Entity,
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the
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1.
51)
7/7/2015 16.E.1.
17. Notices. All notices required or permitted under this Agreement shalli be in
writing and sent to the other party as directed below or as otherwise directed by eith party,
from time to time, by written notice to the other. All such notices shall be deemed validl given
upon receipt of such notice by certified mail, postage prepaid, facsimile transmission, ail or
personal or courier delivery: 7
If to Covered Entity: Collier County Government Center
3311 Tamiami Trail E.
Naples, FL 34112
Attn: Risk Management Director
Telephone no: 239- 252 -8461
Facsimile no: 239- 252 -8048
I
I
If to Business Associate: Contract Management
HealthCare Impact Associates, LLC
Baker Technology Plaza
6121 Baker Road, Suite 104
Minnetonka, MN 55345
Telephone no: 612 - 225 -4492
18. Indemnification. The Business Associate shall indemnify and hold ess
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 {' luding
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 rez airing
provisions hereof shall continue to be binding on the parties hereto with ti e same
force and effect as though such void or unenforceable provision had been d -Ieted.
b. Waiver. No failure or delay in exercising any right, power or remedy under
shall operate as a waiver thereof, nor shall any single or partial exercise I 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 htunder
are cumulative and not exclusive of any rights provided by law.
c. Entire Agreement. This Agreement constitutes the entire agreement bet
parties hereto relating to the subject matter hereof, and supercedes any
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or
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i
contemporaneous verbal or written agreements, communications 1 a 4
representations relating to the subject matter hereof. 1
Countemarts. Facsimile. This agreement may be signed in two or
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. A copy of this Agre
_._iature shall be deemed to be an original.
gnature page to follow)
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more
i
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Il`: WI"•NESS WHEREOF, the parties i. -aeto have caused tl:is Agreement t% w sip ed as
of the date first set forth above.
First Witness:
Signature
Print Name:
Second Witness:
Signature
Print Name:
As to Form and Legality:
Assistant County Attorney
COVERED ENTITY:
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
0
Jeff Walker, Director of Risk
BUSINESS ASSOCIATE:
HealthCare Impact Associates, LLC
Print Name:
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HEALTH ee,
Clarity. Compliance. Conical,
APPENDIX A:
End User Software License and Warranty Agreement
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY, JHEY
APPLY UPON YOUR EXECUTION OF THE SOFTWARE AND SERVICE
AGREEMENT (THE "AGREEMENT) TO WHICH THIS IS APPENDED AND GOVERN
YOUR USE OF THE HEALTH E(FX) SOFTWARE (HEREINAFTER "SOFTWARE .
THIS LICENSE IS NOT A SALE. TITLE, OWNERSHIP, PROPRIETARY AND
INTELLECTUAL PROPERTY RIGHTS TO THE SOFTWARE AND DERV IVE
PRODUCTS, ACCOMPANYING MATERIALS AND ALL SERVICES RE ) TED
THERETO REMAIN THE EXCLUSIVE PROPERTY OF HEALTHCARE IM ACT
ASSOCIATES, LLC ( "LICENSOR ', "WE' OR -OUR'. LICENSEE SHALL BE
REFERRED TO AS "YOU" OR "YOUR ".
1. Grant of License
Subject to the terms of the Agreement, Licensor grants You a limited, non - exclusive,
non - transferable, non assignable license to use the Software and such associated
documentation and technical materials as may be available on the date Effective Date
of the Master Agreement. This license also extends to any enhancements that W may
choose to release. Any enhancements or other modifications to the Software w II be
made at Our sole discretion; if upgrades or changes are made, they W41 be
communicated to You and You may have the opportunity to use them as provided the
Master Agreement.
Your license to use the Software will be automatically revoked if the Master Ag
is terminated or as described herein.
2. Ownership And Warranty
(a) At all times and for all purposes, We will be the sole and exclusive owner
Software. Nothing in the Agreement or any other document You receive will re
any transfer of any ownership in the Software to You. Because We are the exc
owner of the Software, we also retain the right to make any changes. Nothing
Agreement, this license, or any other document You receive will grant You the ri
make any changes to the Software. No modifications, additions or deletions m
made to the Software by You. In the event You violate this provision and unlg
create any derivative work, You agree that title to such derivative work remains wi
In the event that You or anyone working for You creates a derivative work based
Software, You must immediately advise us of this fact and take immediate steps 1
over to Us all documentation, code, and all copies of the derivative work in any
You may not distribute, publicly display, reverse engineer, decompile, disassem
otherwise try to discover the Source Code for the Software.
End -User License Agreement (041515)
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the
t in
the
it to
(be
fully
Us.
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(b) There are fields in the Software that are customizable. This fact does not gran` You
any ownership in the Software. In the event that We (or any party we auth rize)
undertake any customizations or augmentations for You (which would be the subj at of
a separate agreement), those customizations or augmentations will always Our
exclusive property. Under no circumstances will customizations (or augmentation and
any related documentation be construed as a work made for hire, and no own, rship
rights shall be transferred to or created in You or any third party. You will not own r sale
or marketing rights. You also have the obligation to ensure that unauthorized third
parties do not violate Our ownership rights.
(c) In the event any part of the Software were ever determined to be a work made for
hire, You hereby agree to convey all claims of ownership and authorship that ar from
such a determination to Us.
(d) We warrant that:
(1) We have legal title and rights of ownership in the Software and have fu
power and authority to grant You a license to use it;
(ii) to the best of Our knowledge, the use of the Software will in no way
constitute an infringement or other violation of any patent, copyright, trade
secret, trademark, or other proprietary right of any third party; and
(iii) as set forth in Section 6 of the Master Agreement, Our company and
Software complies with applicable data security laws, including
requirements of the Massachusetts Code of Regulations, 201 CMR Sect
17.00 et seq.
(iv) the Software calculates and reports according to the requirements
applicable to Employers of the Affordable Care Act (ACA), and as aisc
described in the Proposal appended to the Master Agreement as Exhibit A
This warranty is dependent on You meeting Your data tender obligations to Us.
3. Assignment or Transfer of Rights
You may not transfer or sub - license Your license. You may not resell Your licen#9 nor
provide access to the Software to parties that are not specifically authorized to usO it by
Us.
4. Termination
Unauthorized use, copying, or transfer of the Software, or portions or dery
products, or the accompanying materials or failure to comply with the above restrll
will result in automatic and immediate termination of this license and will make ava
to Licensor other legal remedies. Your obligations of confidentiality do not end
termination of the Master Agreement.
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5. Data Security
(a) Data Security Safeguards. We have implemented and maintain an info
security program that incorporates administrative, technical, and physical saf
designed to ensure the security, confidentiality, and integrity of Personal Informs
defined in the Master Agreement) in compliance with applicable laws, including
limitation the requirements contained in the Massachusetts Code of Regulatic
CMR Sections 17.00 et. seq.
(b) Data Security Breach. We will notify you promptly and in no event later than fi
business days following our discovery of a Data Security Breach (defined belcm
shall (i) undertake an investigation of such Data Security Breach and (ii) reasc
cooperate with you in connection with such investigation, including by providing yo
a summary of the results of our investigation; (iii) not make any public announces
relating to such Data Security Breach without your prior written approval, which sh+
be unreasonably withheld; and (iv) take all necessary and appropriate corrective
reasonably possible on our part to prevent a recurrence of such Data Securky B
(the costs of such action shall be paid as set forth in the next subsection). For purl
of this Agreement, the term "Data Security Breach" shall mean any of the foil
occurring in connection with Personal Information (provided that you have sei
Personal Information to us through the secure transfer protocols we provide to Y
connection with your use of the Software: (a) the loss or misuse of Pei
Information; (b) disclosure to, or acquisition, access or use' by, any perso
authorized to receive Personal Information, other than in circumstances in whit
disclosure, acquisition, access or use is made in good faith and within the tours
scope of the employment with Us or other professional relationship with Us and
not result in any further unauthorized disclosure, acquisition, access or use of Pei
Information.
(c) Remediation of a Data Security Breach. The remediation required above
include without limitation (a) development and delivery of notices to you of indivil
whose Personal Information may have been affected; (b) investigation and resolut
the causes and impacts of the Data Security Breach; and (c) such other measueei
we may mutually determine and agree in writing are reasonable and commons
With the nature and level of severity of the Data Security Breach. In the event thi
Data Security Breach was a result of action or inaction by Us, or the failure c
Software to comply with the data security measures notes in this Section 5, then w
be solely responsible for the costs and expenses of all remediation measures we
If, on the other hand, the Data Security Breach was a result of Your actions or inao
then we will invoice You for our assistance in our remediation efforts.
6. Limited Warranty and Disclaimer
PROVIDED THAT ANY AND ALL MODIFICATIONS TO THE SOFTWARE
BEEN MADE EXCLUSIVELY BY US, OR AUTHORIZED BY US, WE WARRANT
3
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) (5)
and
ably
with
ants
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) in.
not
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and
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will
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IAT
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THE SOFTWARE WILL OPERATE IN SUBSTANTIAL CONFORMITY WITH 1THE
DESCRIPTION IN THE MASTER AGREEMENT, INCLUDING THE PROPOSAL, FOR
THE TERM OF THE LICENSE. NOTWITHSTANDING THE FOREGOING HIS
WARRANTY IS VOIDABLE AS SET FORTH IN SECTION 2(d)(iv) ABOVE. EX EPT
AS OTHERWISE SET FORTH HEREIN, WE DISCLAIM ALL OTHER WARRA IES,
EITHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FIT ESS
FOR A PARTICULAR PURPOSE. WE MAKE NO WARRANTY THAT THE
SOFTWARE IS ERROR FREE, THAT ALL ERRORS IN THE SOFTWARE WI BE
CORRECTED, THAT THE SOFTWARE WILL OPERATE IN CONJUNCTION ITH
ANY OTHER PROGRAMS (UNLESS SOLD TO YOU BY US TO OPERATE ITH
THIS SOFTWARE) OR THAT THE SOFTWARE'S FUNCTIONALITY WILL EET
YOUR REQUIREMENTS.
The duration of any implied warranties is limited to the period stated above. Our
liability shall not exceed the coverage available to You under the insurance policies re
in the Master Agreement
Notwithstanding the foregoing, Our warranty obligations are expressly contingent
You:
a) notifying Us of a warranty claim within ten (10) days after having act# or
constructive knowledge of the same;
b) providing sufficient detail of the facts associated with a warranty claim in writing
so as to allow Us to reasonably reproduce any alleged defects and errors ii� the
Software, or demonstrate to Us such defect or error;
c) providing Us with sufficient information in order to verify that any error or de ct is
solely attributable to the Software; and
d) agreeing that any corrections to the Software shall be performed only by Us.
We reserve the right, without notice, to supersede versions of the Software with
versions, which may add, modify, or eliminate functionality of earlier versions.
newer versions may be provided by Us as warranty replacements.
7. Limitation of Liability
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE MA ER
CONTRACT, IN NO EVENT SHALL WE BE LIABLE FOR ANY INCIDE TAL
DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOST PRO ITS,
LOST GOODWILL, COST OF COVER OR OTHER SPECIAL OR INDI CT
DAMAGES ARISING FROM THE USE OF THE SOFTWARE, HOWEVER CA ED
AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT OR INT
INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND INDEPENDENT ONY
FAILURE OF ESSENTIAL PURPOSE OF THE LIMITED WARRANTY AND REMES
PROVIDED HEREIN. THIS DISCLAIMER SHALL APPLY WHETHER OR NWE
HAVE BEEN APPRISED OF THE POSSIBLITY OF SUCH DAMAGES. IN NO
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SHALL OUR AGGREGATE LIABILITY FOR DAMAGES IN CONNECTION WITH HIS
AGREEMENT EXCEED THE AMOUNTS AVAILABLE TO YOU THROUGH iTHE
INSURANCE POLICIES MANDATED IN THE MASTER AGREEMENT. 1,
The parties acknowledge that the limitations set forth in this Agreement are int I to
the amount of fees levied in connection with the Master Agreement and that were a to
assume any further liability other than as set forth herein, such fees would set
substantially higher.
8. Data
i
While We will ensure that our Software complies with data security laws, You also 1have
a responsibility to safeguard your data and Personal Information. While We eriify,
validate, audit and alert on data we receive from You, since We acquire the n eded
source data from You, You are responsible for the source data we receive, a d for
using the information the Software generates in a proper manner and as designe You
acknowledge that We shall not be liable for any errors, omissions, delays, or sses
caused by You or Your agents, including the consequences of untimely, in lete,
incorrect or unusable data. You are also responsible for complying with all local, tate,
and federal laws pertaining to the use and disclosure of any data.
9. General
The laws of the State of Florida will govern this Agreement.
Licensor: HealthCare Impact Associates, LLC, 6121 Baker Road, Suite 104,
Minnetonka, MN 55345. I'
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HEALTH a (D.
Clarity. Compliance. Control.
APPENDIX B:
Support and Service Level Agreement
1.0 Maintenance Services. Commencing on the Effective Date and during the term of
Agreement, HIA shall provide Employer with the following maintenance services ( "Mainti
Services "):
1.1 Defect Correction, When Employer reports a suspected Defect in the Service or re
(the "Service Offering ") to HIA, HIA shall attempt to recreate the suspected Defect bas upon
information provided by Employer. If the Defect is confirmed, HIA shall implement a . n
into the Service Offering and provide Employer a Correction. For the purpose herein, a " efect"
is a material failure of the Service Offering to operate substantially in accordance this
Agreement, which failure is attributable exclusively to Licensor or the Software. A "Co on"
means, without limitation, workarounds, support releases, component replacements, pidches
and/or documentation changes, as HIA deems reasonably appropriate.
1.2 Technical Support and Communkatione, Employer may report problems and seek
assistance regarding Employer's use of the Service Offering. Employer can report prob s or
request service using HIA's online issue reporting and tracking tool. HIA shall res nd to
Employer's requests for Technical Support as defined In the response tables in section 3.0 low.
Technical Support is available 7:00 a.m. to 6:00 p.m. CST Monday through Friday, a uding
holidays.
1.3 System Updatg: The availability and intent to release a Software version upd to is
communicated to the Employer at least one month in advance of the date of the intended ase.
Preliminary product release notes will be provided for the Employer to access pending u aces;
Employer will have the option to opt -out of the update process. Should Employer wish to t-out
of the update process, it must inform the Company of its decision prior to the release date. �n the
event that Employer does not update to a new version of the Software, future updates will riot be
offered to Employer.
1.4 Maintenance Schedulina: Scheduled maintenance will be communicated to the Emp er at
least one (1) day in advance. Standard downtime for any scheduled maintenance is Is than
four (4) hours. Maintenance is scheduled to be before 7:00 a.m. CST and after 7:00 p.m. ST)
(i.e. off working hours) whenever possible. The foregoing notwithstanding, when it is the
interest of the Employer, any emergency threat can be addressed without notice of main ance
scheduling. Maintenance downtime shall not be included against the calculation of em
uptime warranties or service credits.
1.3 Data Back-up: Employer data backup is scheduled nightly and occurs automatically.
Employer acknowledges that data back up, regardless of frequency (i.e. if Employer request ore
frequent data back -up than once nightly), will limit access to system for brief periods. S tem
downtime for data back up shall not be included against the calculation of system time
warranties or related service credits.
1.5 Additional Charces: Technical support and service level warranties apply to priority P P21
P3, and P4 issues described in Section 3.0 below. P5 requests, if not associated with a technical
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,
performance or standard system functionality will be subject to review and may be subject to
additional costs, upon prior notice and approval by the Employer.
2.0 System Access and Service Level Warranties: HIA warrants that the Service target of nin -nine
point 5 percent uptime (99.6%) will be met, or HIA will be subject to service credit penalties as d ribed
in section 3.0 and 4.0 below. This warranty will not apply to any downtime that occurs as a resuK f any
fault of Employer or as a result of failure of or problems in Employer's equipment, any Employer r or
utility problems, any problems in Employer's network, or any other problems or causes for which IA is
not responsible. Maintenance periods do not impact uptime measurements. Measure nt of
performance will be monthly via HIA's reporting tool to measure downtime every 15 minutes du the
intended 24 hour, 7 day per week operational period and percentage downtime will be calculia ad by
dividing the number of 'unavailable' measurements by the total number of measurements throughoi at the
month.
3.0 Technical Support - issue Prioritization, Response Time, and Resolution: Technical sup shall
be provided to Employer by HIA subject to prioritization of requests and response, engage t and
resolution times as follows:
3.1 Priority Support Issues Rating ¢,Soups - Definition:
Major functional element is unavailable. (i.e. One or more dashboaros or
Unusual results from functional areas. (i.e.
P4
3.2 Time to Respond':
P2 1 30
P4 14
2
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3.3 Time to Enaaae':
10,
3.4 Time to Resolve":
P2 14
P4 132 hours
Suspected 1
Defect I Best Effort
("Times to respond, engage and resolve technical support issues within HIA's technical support
hours of operation between 7:00 a.m. and 6:00 p.m. CST.)
4.0 Service Credit Formula: The Employer may request review and audit of system availabilf y and
performance of this Support and Service Level Agreement. If deficiencies are found Service Credit shall
be applied to reduce the Service Fees owed by Client to HIA in the subsequent month under the to ms of
this Agreement. Such Service Credits will be applied against the Services provided by HIA to CN nt, as
defined in the table below. For the duration of the Master Agreement, HIA will use the SLKs and ice
Credit formula herein to compute on a monthly basis any Service Credits owed to Client.
If HIA fails to provide a timely response to each Issue Rating Group within the allotted times In
month, then Client shall receive a Service Credit based upon the failure(s) for each Issue Rating (
meet the time to respond, time to engage, and time to resolve criteria In the calendar month as
the "Service Credit" table below. Each Service Credit percentage represents a deduction
percentage from the monthly fee Client is obligated to pay HIA for support services.
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APPENDIX C - EMPLOYER DATA FOR
(following this page)
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HEALTH e e
Clarity. Compliance. Control.
ORGANIZATIONAL INFORMATION
Client Legal Name
1
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PROPOSAL DATA FO
(Collier Countv, a political subdivision of the State of Florida I I
Street Address
Tamiami Trail E., Suite #303
City
Naples
Type of Organization
(Corporation, LLC, Non - Profit, etc.)
Government
Industry
Govemment
Reporting Control Group
Common Ownership wl multiple FEINs = Single
O Single
O Multiple
EMPLOYEE POPULATION INFORMATION
Benefit Eligible
Employee Count
1,706
HR SYSTEMS INFORMATION
State Zip Code
FL 34112
Formed under the laws of which state?
FL
Security & Hierarchy Structure
(i.e. Location Managers)
O Decentralized User Access
O Central User Access
Number of FEINs
Total Employee Count
(Including PTNariable)
1,962
Turnover Rate
.56%
Can you pros
historical dal
reflects empl
Payroll Vendors/Versions HRIS status? *See
SAP fSTA P O Yes
O No
Benefits Administration Vendor Time & Attendance Vendor
Self Insured/Allegiance Benefit Management -TPA SAP
Benefits Plan Year Other HR Systems
Calendar Year Inone
*For example: If I was a part -time administrator 3 months ago and today I am FT will historical data reflect my true status each
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