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Agenda 10/28/2008 Item #16E19 Agenda Item No. 16E19 October 28,2008 Page 1 of 12 EXECUTIVE SUMMARY Recommendation to waive formal competition and approve a Letter of Agreement with Quest Diagnostics, Inc. effective January 1, 2009 to provide onsite biometric and laboratory testing services in support of the Wellness Based Incentives Program. OBJECTIVE: To provide Biometric Lab Testing services in support of the Wellness Based Incentives Program. CONSIDERATIONS: On September 23, 2008 the Risk Management Director presented a report to the Board of Commissioners regarding the integration of behavior based wellness incentives into the Collier County Group Health Plan. The purpose of the program is to engage employees to participate in various wellness related activities or "qualifiers" to prevent illness and to manage chronic disease. Employees are enrolled in one of three plans with progressively better benefits (Basic, Select, or Premium) based upon their completion of these qualifiers. The qualifiers include the completion of a personal wellness profile; the gathering of weight, height and waist measurements; a complete blood analysis; age and gender based screenings; and participation in diabetes management and smoking cessation programs (if applicable). - The County currently has an agreement with Community Health Partners (a/k/a "CHP") to provide a physician and hospital preferred provider arrangement. The CHP network encompasses all of the major hospital facilities, over 800 physicians, and various other medical providers servicing Collier County. Quest Diagnostics, Inc. is an approved provider of laboratory testing services for the CHP network. Quest has the capability to provide the blood analysis and to gather the biometric measures necessary to support the incentive based wellness program being implemented by the county. Quest was the only laboratory services company in Collier County that offers onsite services which will maximize employee productivity by reducing time away from the job. Quest also offers five walk in centers in Collier County. Once the test has been completed, the results will be sent to the CHP Advocate and incorporated into the employee's Personal Wellness Profile. This information will be provided by the Advocate to the employee to assist the employee with regard to improving their current health status. The fee for service has been established as part of Quest's agreement with CHP. However, a Letter of Agreement with the County is necessary to set forth the logistical terms to implement the program. For example, the agreement describes the estimated number of site visits that will be required and the number of patients per site visit. It also sets forth the expected number of services per year, contact persons, the term of the proposed work, and type of data that will be gathered and to whom the results will be sent. .- Agenda Item No. 16E19 October 28, 2008 Page 2 of 12 Services will be billed directly to the County's Group Health Administrator, Meritain, Inc. for processing as part of the wellness benefit offered by the Collier County Group Health Plan. Staff contacted and interviewed other CHP providers and has determined that they were either not able or not interested in performing these services for the County. Hence, staff is recommending waiver of formal competition and award of this Letter of Agreement to Quest Diagnostics, Inc. The commencement date of the Letter of Agreement is January 1, 2009. FISCAL IMPACT: The cost per test is $125.00 and will be paid by the County's Group Health Administrator, Meritain, Inc. for processing as part of the wellness benefit offered by the Collier County Group Health Plan. Funds are budgeted within Fund 517, Group Health and Life (Insurance Claims) to fund the program. GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this item. LEGAL CONSIDERATIONS: William E. Mountford, Assistant County Attorney, opines that the Executive Summary is legally sufficient. RECOMMENDATION: It is recommended that the Board of Commissioners waives formal competition and approves a Letter of Agreement with Quest Diagnostics, Inc. effective January 1, 2009 to provide onsite biometric and laboratory services in support of the Wellness Based Incentives Program, and authorizes the Chairman to execute the agreement. PREPARED BY: Jeff Walker, CPCU, ARM, Director Risk Management Page 1 of 1 Agenda Item No. 16E19 October 28,2008 Page 3 of 12 COLLIER COUNTY BOARD OF COUNTY COMMiSSIONERS Item Number: Item Summary: 16E19 Meeting Date: Recommendation to approve a Letter of Agreement with Quest Diagnostics. Inc. effective January 1 2009 to provide onslte biometric and laboratory testing services in support of the Wellness Based Incentives Program 10/28/2008 900 00 AM Approved By .Jeffrey A. Walker, CPCLJ, ARM Risk Management Director Date Administrative Services Risk Management 10114/20089:47 AM Approved By Lyn Wood Purcnasing Agent Date Administrative Services Purchasing 10/14/200811:05 AM Approved By Steve Carnell Pure hasing/Genera! Svcs Director Date Administrative Services Purchasing 10/14/20084:17 PM Approved By Len Golden Price Administrative Services Administmtor Date Administrative Services Administrative Services Admin. 10/151200812:03 AM Approved By .Jeff Kiatzkow Assistant County Attorney Date County Attorney County Attorney Office 10/16/20089:01 AM Approved B)l OMB Coordinator Applications .Analyst Date Administrative Services Information Technology 10/1612008 11 :02 AM Approved By Randy Greenwald Management/Budget Analyst Date County Manager's Office Office of Management & Budget 10/16/2Q08 11:22 AM Approved By James V. Mudd County Manager Date Board of County Commissioners County Manager's Office 10/21/200811:00 AM fiIe://C:\AgendaTest\ExDort\! ] 5-0ctober%202R.%20200R\ 1 ()_%?OrnN~FNT%?OA(;FN 1 nn?nnn~ " Agenda Item No. 16E 19 October 28,2008 Page 4 of 12 . QUEST DIAGNOSTICS INCORPORATED LETTER OF AGREEMENT FOR BLUEPRINT FOR WELLNESSTM SERVICES QUEST DIAGNOSTICS INCORPORATED, ("QUEST DIAGNOSTICS") agrees to provide Blueprint for Wellness™ Services to: Customer Name Collier County Government II corporate name) N/A Subcontract name Customer Contact/Title Karen Eastman, Wellness Programs Mgr, OR Jeff Walker, Risk Management Director Customer Contact Information Collier County Government Street Address 3301 East Tamiami Trail, Blda. D City Naples State, Zip FL 34112 Phone Number Karen Eastman 239-252-8906 OR Jeff Walker 239-252-6092 Email Address kareneastman~colliergov.net OR JeffWalker@colliergov.net Program Name/Account #(s) "INVEST IN YOUR HEALTH" Total # of Participants Eligible and Number of Participants eligible: _ -2,200 in 2009 Estimated % participation Expected % Participation: 80 % Requested Date(s) and Location(s) ~ List of locations for CCG is attached. of Event ~ Primary location (same address as above, with -1,000 ;Date(s) to be confirmed by BFW participants would like to begin BFW events on 1/20/09 for 2 Staff. weeks, then complete all locations by March 31 st. List each individual location and # of eligible participants at each). Note than an "Event" is considered a health fair/screening at one location for a fixed, uninterrupted period of time. Event Staffing Commitment *: ~ Three (3) weeks before each Event * Wellness Specialist will confirm with the customer the number of **Staffing Commitments finalized less than three (3) weeks require participants, event hours and prior approval and will be assessed additional charges as set forth in schedule event staffing three weeks Section 1 of the Terms of Service, below. Iprior to each event date. 2009: Health-Plan-eligible employees of CCG total - 2,200 Eligibility Criteria for Participation 2010: Age-based, Health-Plan-eligible employees of CCG -1,200 (e.g., employees only, spouses, etc.) 2011: Age-based, Health-Plan-eligible employees of CCG + eligible, active spouses -2,200 2012: Final events take place Jan-March, 2012 Services Requested Personal Laboratory Report Solution Program modules & pricinQ, below) BFW LOA rev, 11/07 1 Laboratory Tests Included: PSA (Males> or = 40) (Yes or No) Agenda Item No. 16E19 October 28, 2008 Page 5 of 12 Heart: Total cholesterol, HDL, calculated LDL, triglycerides, calculated cholesterol/HDL ratio (Note: no cardio-CRP as requested) Thyroid: TSH-Thyroid Stimulating Hormone, and Free T4 Kidneys: BUN, creatinine, BUN/creatinine ratio Bone: Calcium Liver: Albumin, total protein, globulin, AlG ratio, Alkaline Phosphatase, AL T, AST, total & direct bilirubin, and GGT Pancreas: Glucose Iwhole Body: Chloride, potassium, sodium, iron, TIBe, ironrTlBC percent saturation, and ferritin Pancreas: Hemoglobin A 1 c Blood: CBC Hemogram Lungs: Cotinine (blood sample) NO (specify if other than Males> or = 40) NO HRA On-site Events & Remote PSC Collection Kits HRA (on-line, paper or both) Specimen Collection: (On-site Events, Remote/PSCs, other) Medical Authority (PWN Physician Quest Diagnostics will provide medical authority via PWN- or Customer-supplied) Physician's Wellness Network. Biometric Measurement Data Requested: Describe Customer reauirement) Participant Incentive I ncentive Criteria On Line Registration Key Wellness Program Participant ID? Participant 10: Define unique Participant 10 requested as it will appear in the Customer eligibility file(employee 10, SSN, Etc.) Disclosure of ParticiDant Data in ~ Identifiable Format (Le., disclosure ~ of data other than the aggregate de- identified statistical report provided to ~ Customer): ~ Define Customer requested Result Reporting to participant or other 3rd parties. (e.g., third party disease management or wellness provider) * Disclosure of identifiable participant data requires a written directive from he Customer containing specific elements, and must be received prior ~ o any release of PHI to anyone other han the participant. BFW LOA rev. ! 1/07 Height, Weight, BMI, Blood/Pressure, Waist, Hip, Waist/Hip Ratio Participation in BFW-PLR is a key "qualifying step" for health-plan- eligible employees to increase coverage from "Basic" to "Select" or "Premium" without increasing their contribution to the health plan. Well Source HRA and BFW-PLR CCG CCG Employee ID # - this change occurred 10/2/08 When spouses are added in 2011 they will use the employee 10 + S or Spouse. Do not send PLR data to Meritain (health plan) at this time. CCG identified data should go to CHP-Community Health Partners weekly. CCG identified data should go to Well Source weekly. CCG request that all printed BFW-PLR printed reports be shipped directly to CHP so the CHP Health Advocates can review lab and HRA results with each participant during their one-an-one counseling sessions. CHP Health Advocate will also give the participant their printed PLR report. )0> All mailed PLRs should go (bulk is OK) to: Attn: Kathy Jardone Community Health Partners 851 5th Ave. North, Suite 201 Naples, FL 34102 CCG prefers NO participant results be available on-line at any time.. 2 i~,ii,..;;~iliil!lIJl:~~;<$lI.ir.;jik\"",:;O":~;&;;.~'~;I",,""~...; De-Identified - Aggregate Reporting: Define requirements for De-Identified )0> aggregate reporting breakout and parties to receive the reporting. Eligibility File of Participants: Define contact that will provide the eligibility file and target date for delivery IAn eligibility file is required where BFW scheduling and/or an HRA component is provided. Note: Will participation be allowed if employee and/or spouse is not included in the eligibility file? Program estimated start date(s) Program estimated end date(s) BFW LOA rev. J Ji07 Agenda Item No. 16E19 October 28 2008 )0> Exact Reporting TBD - includes program aggregate r~Et IiDtl12 weekly participation reports. CCG would like the standard Aggregate Report following the events (predicted to last through March 31, 2009, and about 1 month to allow some ees to visit a Quest Diagnostics PSC. After that time, additional BFW registrations should be new employees. )0> They would like to get weekly Participant participation reports showing those employees that have had BFW collected. CCG will sort by Dept. or Cost Center to determine where they need more communication to encourage participation. )0> In subsequent years they want cohort reports that demonstrate changes over prior year, stratified by Dept. or Cost Ctr. Eligibility File to be Provided By: Alice Toppe 239-252-8966 and James(Jim) Young of Collier County Government )> Only names in the eligibility file are allowed to participate in PLR. CCG will send updated eligibility file (monthly) for the 39 months of the program. )> First eligibility file is due about Nov. 1, 2008. Beginning in 2011 spouses will be included. Target Date: 1 week is Nov. 15th, 2008 )0> Events Jan 1 - Mar 31,2009, then as needed for new ees throughout the year until Dec.31, 2009 )0> Events in 2010 will be limited to an age-based group, followed by new employees. )0> Events in 2011 will be limited to an age-based group and spouses, and will be followed by new employees. )> Events in 2012 will include employees, spouses and may be age based. )0> Client reserves the right to adjust dates and scope of services by year with ample advance notice to BFW. Program will end annually on Dec. 31st, and the complete proaram will end on March 31, 2012 3 BFW Pro ram Module sand Pricin Agenda Item No. 16E19 October 28.2008 Page 7 of 12 Other comments or requirements: Copies of electric invoices (as a convenience only) to: >- Keith Wilson: keith.wilson@meritain.com ~ Victoria Krenik: victoria.krenik meritain.com Term of the Letter of Agreement: (mm-dd-yy - mm-dd-yy) e.g., is the LOA effective for 1 Year or 'ust for a one-time Event? Customer Billin Account # s : nnually - through March 31, 2012 (39 months) [ ] One Year [] One-time Event (check one box) X 39 Months - Jan 1, 2009 - March 31, 2012. Invoices should be sent to CCG (email preferred but not required) for Billing Arrangements: payment: If other than bill to "Customer" please ~ Alice Toppe: 239-252-8966 or alicetoppe@collierqov.net detail and provide billing contact ~ Claire Wilson: 239-252-6120 or clairewilson@collieraov.net Alice Toppe OR Claire Wilson Collier County Government 3301 Tamiami Trail, Bldg D Naples, FL 34112 Monthl :39 months Ann R. Brinkman PROGRAMS OR COMPONENTS pro ram details and special requirements should be noted ~ Participant Registration and Scheduling, online and by phone ~ Physician Oversight provided throughout program ~ BFW Specialist assigned as key contact throughout program ~ On-Site Collection Events* ~ Remote Collection Kits provided to employees unable to attend events ~ Bio-Metric Measures (Height, Weight, B/P, BMI, Waist & Hip circumference) >- Personal Laboratory Report for every participant >- Health Management Data Feed provided to vendors you select. ~ Heart: Total chol, HDL, calc LDL, triglycerides, calc chol/HDL ratio (NO CRP) >- Thyroid: TSH-Thyroid Stimulating Hormone, and Free T4 >- Kidneys: BUN, creatinine, BUN/creatinine ratio ~ Bone: Calcium ~ Liver: Alb, total protein, globulin, A/G ratio, Alk Phos, AL T, AST, total & direct bilirubin, and GGT >- Pancreas: Glucose ~ Whole Body: Chloride, K, Na++, iron, TIBC, ironrrlBC %saturation, and ferritin $ All lab tests Included ~ Pancreas: Hemoglobin A 1 c >- Blood: CBe Hemogram >- Lun s: Cotinine blood sample Height, Weight, BMI, B/P Waist circumference, Hip circumference, Waist/Hip Ratio $ Included $ Included BFW LOA rev. 1]/07 4 Agenda Item No. 16E 19 .:;lIr ") '. TOTAL Price/Participant $125.00 Note: This pricing will be in effect for 2009 and 2010. The 3rd and 4th year (Jan. 2011 & Jan-Mar 2012 may be subject to a price increase up to but not exceedin 4%. SPECIAL PROGRAMS OR EVENT ARRANGEMENTS (program details and special requirements should be noted) In the event Collier County Government requests additional services not set forth $ bove, the arties shall mutuall a ree u on services and pricin . PRICE PER PROGRAM OR EVENT BLUEPRINT FOR WELLNESS CUSTOM PROGRAMS FULLY DETAIL Send invoices to: Alice Toppe and Claire Wilson at CCG ~ Alice Toppe: 239-252-8966 or alicetoppe@collierQov.net ~ Claire Wilson: 239-252-6120 or clairewilson@collierQov.net ~ Addresses listed above PRICE PER PROGRAM OR EVENT $ Included $ $ BFW LOA rev. 11/07 5 Terms of Service: Agenda Item No. 16E19 October 28, 2008 Page 9 of 12 " 1. BFW SERVICES: In accordance with the program-specific details listed above, Quest Diagnostics agrees t provide the Blueprint For Wellness™ ("BFW") Services as further set forth herein. The BFW Servict. provided by Quest Diagnostics are as follows: a. Registration and Scheduling of participants (if selected by Customer): offered via online access or by calling a toll-free wellness scheduling number. b. Provision of all supplies and test kits necessary to provide BFW Services. c. Collection Services to obtain/collect all specimens from participants at an "Event". Additional charges will apply when: (i) Paramedical examiner is required to collect specimens between the hours of 9:00 PM and 6:00 AM Monday-Saturday and between the hours of 6:00 PM Saturday and 6:00 AM Monday (additional charge of $30 per hour, per examiner applies). (ii) Staffing of the Event is requested less than three (3) weeks prior to the Event (additional $7 per- participant charge). (iii) Staffing is requested in advance for Events with fewer than 20 participants (a "Small Group Event"): . Home or office visit to collect specimens from one participant: $95** per visit . Small Group Events with 10 or fewer participants (based upon a 1-2 hour event, with one examiner): $140** . Small Group Events with 11-19 participants (based upon a 1-2 hour event, with one or two examiners as determined by Quest Diagnostics)): $240** · **the surcharges specified above are added in addition to BFW per-participant charges for BFW Services. If additional staffing is requested for a Small Group Event, an additional $60 per hour/per examiner charge will be assessed. . Depending on the number of Actual Participants who participate in the Small Group Event, Customer will be assessed either the Small Group surcharges listed above, or the per- participant charges for at least 20 Participants, whichever amount is lower. (iv) Paramedical examiner is required to travel more than fifty (50) miles each way to/from the Event fro' the ExamOne office where the paramedical examiner is based (additional $A7/mile over 50 mile to/from Event). If an overnight stay is required, Customer will be billed actual lodging/food expenses. d. Based upon the specific Program components selected by Customer, includes collection of biometric data, shipment of specimens to the testing laboratory, and testing of laboratory specimens. e. Release of test results to an Authorized Provider and if authorized, directly to participants. Customer will also receive a report detailing aggregate de-identified statistics. Additional or reprinted reports may be provided for an additional charge. 1. THIRD PARTY WELLNESS/DISEASE MANAGEMENT PROVIDER COMMUNITY HEALTH PARTNERS (CHP) 2. WELL SOURCE - Wellness Provider Customer has directed Quest Diagnostics to release participant test results or other identifiable health information to third party disease management or wellness providers. Customer represents and warrants that (i) it has provided the appropriate notice to participants in its HIPAA Notice of Privacy Practices to allow such a disclosure, (ii) the provision of identifiable participant data is consistent with the Notice (iii) access to identifiable participant data will be limited to only those employees who require access to the data for the proper performance of their duties on behalf of Customer's third party disease management or wellness provider receiving the data on its behalf is acting in its capacity as a "Business Associate" of Customer. 2. PAYMENT TERMS: Customer agrees to pay Quest Diagnostics for services as set forth herein within thirty (30) days of date of invoice, and Customer agrees not to submit (or request Quest Diagnostics to submit) any claim, bill or other request for reimbursement to any insurer, Managed Care Organization, Government health program, fund, or to any other person or entity. Quest Diagnostics reserves the right to add a charge of the lesser of one and one-half percent (1 Y2%) per month, or the maximum rate the law permits, on all amounts thirty (30) or more days past due. BFW LOA rev, II/O? 6 3. Agenda Item No. 16E19 October 28. 2008 MEDICAL AUTHORITY: Customer acknowledges and agrees that only a person who is ~rttedfdra:der applicable state/federal law to order those clinical laboratory tests included in the Blueprint For Wellness TM product ("Testing") shall order all Testing (such person shall be referred to as an "Authorized Provider"). a. In the event Customer provides such Authorized Provider themselves, Customer represents and warrants that the Authorized Provider meets all state/federal laws applicable to the ordering of Testing. Alternately, in the event Customer elects to have Quest Diagnostics arrange for an Authorized Provider, Quest Diagnostics shall represent and warrant that this Authorized Provider meets all state/federal laws applicable to the ordering of Testing. b. Quest Diagnostics shall report laboratory results only to such Authorized Provider, unless such Authorized Provider gives permisSion for Quest Diagnostics to release the lab results to such employee participants as desired. If Customer is providing such Authorized Provider, the requirement to allow release of results directly to the participant must be included in Customer's contract with such Authorized Provider. c. The Authorized Provider is responsible for contacting participants in the event of alert, critical, and significantly out-of-normal range laboratory results. d. While the Authorized Provider may set his/her own alert values, critical ranges are not modifiable. e. The Authorized Provider may be required to forward test results to the participant's personal physician. 4. NO-SHOW, MINIMUM, AND CANCELLATION CHARGES: At least three (3) weeks prior to an Event, Customer and Quest Diagnostics will finalize a Staffing Commitment ("Staffing Commitment") which allows Quest Diagnostics to schedule staffing for the Event based upon the number of expected participants and length of the Event. At the point the Staffing Commitment is finalized, Customer will be responsible for paying no-show, minimum, and cancellation charges. a. No-Show Charges: No-Show Charges will not apply if at least 90% of the Expected Participants participate in the Event ("Actual Participation Rate"). The term "Expected Participants" means the number of participants that were expected to participate at the time the Staffing Commitment is finalized (including scheduled participants and expected walk-in participants). For all Events where the Actual Participation Rate is less than 90%, Customer will be charged a No-Show Charge of $20 per participant until the Actual Participation Rate is equivalent to 90%. For example: If an Event is held for 100 Expected Participants and there are 80 Actual Participants, Customer will be charged a No-Show Charge of $20 for 10 Participants. [100 Expected Participants x 90% No-Show Threshold] = 90 , and [90 minimum required participants - 80 Actual Participants] x $20 = $200 No-Show Penalty. b. Minimum Event Participation and Hourly Participant Flow: Unless a Small Group Event is arranged in advance, Quest Diagnostics will only schedule and staff Events with a minimum of 20 Expected Participants and where at least 10 participants per hour can be processed by a specimen collector. For purposes of this section, "Event" means one wellness screening/health fair held at a single location. For an Event that is expected to have less than 20 Expected Participants, Customer may make arrangements in advance for Quest Diagnostics to staff for a Small Group Event. Small Group Event charges are further described in Section 1 and are assessed to Customer to equip, staff and manage the Small Group Event. c. Cancellation Charges: If an Event is cancelled after the Staffing Commitment has been finalized, Customer shall be responsible for paying $20.00 for each Expected Participant. Postponement of an Event is equivalent to a Cancellation. 5. LEGISLATIVE/REGULATORY CHANGE: In the event federal or state legislative and/or regulatory changes impact Quest Diagnostics' clinical reference laboratory business, Quest Diagnostics will retain the right, upon prior written notice to Customer, to immediately amend this agreement to fully comply with any legislative or regulatory changes. All other modifications or amendments to this agreement will not be binding unless reduced to writing and signed by the parties hereto. 6. TERMINATION: This agreement will take effect on the date it is fully executed by both parties, and shall terminate upon completion of both parties' obligations hereunder. 7. INDEMNIFICATION: Not to exceed the maximum extent permitted by Florida law, Quest Diagnostics shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, BFW LOA rev. 1]/07 7 Agenda Item No. 16E19 October 28, 2008 damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paral~e' fE:t~, 1Q the extent caused by the negligence, recklessness, or intentionally wrongful conduct of Quest Diagnostics or anyone employed or utilized by the Quest Diagnostics 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. The provisions of this paragraph shall survive termination of this Agreement. This section does not pertain to any incident arising from the sole negligence of Collier County. 8. INSURANCE: Quest Diagnostics shall agree to maintain the following insurance coverage during the course of this agreement. Quest Diagnostics may utilize a program of self insurance for all or any portion of the minimum limits required to be carried. TYPE LIMITS (Check) X Workers' Compensation Statutory Limits of Florida Statutes 440 and Federal Government Statutory Limits and Requirements X Employer's Liability iX $500,000 $1,000,000 X Commercial General $500,000 per occurrence X $1,000,000 per occurrence bodily injury and Liability (Occurrence Form) bodily injury and property property damage patterned after the current damage I ISO form with no limiting I endorsements. i X Professional Liability X I $1,000,000 per occurrence $2,000,000 per occurrence Insurance i $1,000,000 aaareaate $2,000,000 aggregate . Collier County Board of County Commissioners shall be named as the Certificate Holder. NOTE--The "Certificate Holder" should read as follows: Collier County Board of County Commissioners Naples, Florida No County Division, Department, or individual name should appear on the Certificate. No other format will be accentable. Thirty (30) Days Cancellation Notice required on Agreements exceeding 6 months. The contract name and number shall be included on the certificate of insurance. Collier County must be named as "ADDITIONAL INSURED" on the Insurance Certificate for Commercial General Liability. 9. ENTIRE AGREEMENT: This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior understandings, arrangements and agreements relating to the subject matter hereof. 10. INDEPENDENT CONTRACTORS: It is expressly understood and agreed by the parties hereto that Quest Diagnostics and Customer will at all times be and act as independent contractors. 11. TRADEMARKS: Neither party shall use the trademark, trade name, or service mark of the other party for any purpose without the prior written consent of the other party, however, Customer authorizes the use of its name and/or logo as a participant in the Blueprint for Wellness program. BFW LOA re\'o 11/07 8 .. . Agenda Item No. 16E19 October 28, 2008 Page 12 of 12 IN WITNESS WHEREOF, Quest Diagnostics Incorporated and Collier County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first written above. ATTEST: Dwight E. Brock, Clerk of Courts By: Deputy Clerk BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FL By: Tom Henning, Chairman Dated: QUEST DIAGNOSTICSINCORPORA TED Witness Signature By: Typed/Printed Name Here with Title Witness Signature ncy: BFW LOA rev. I l/07 9