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Backup Documents 05/12/2020 Item #16E 2 ORIGINAL DOCUMENTS CHECKLIST & ROUTIN eRtacENED TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT II THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATIRREI i260E 2 Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. Risk Management **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management /,ZAP 2. County Attorney Office County Attorney Office S J c l / 4. BCC Office Board of County ��011 Commissioners &I y L ) 4. Minutes and Records Clerk of Court's Office I gict!coat. ocPc 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Ana Reynoso/PURCHASING Contact Information 239-252-8950 Contact/ Department Agenda Date Item was MAY 12, 2020 v Agenda Item Number 16.E.2. I / Approved by the BCC Type of Document CONTRACT Number of Original 2 V Attached Documents Attached PO number or account N/A 20-7674 Midland Health number if document is Midland Health Testing Testing Services, to be recorded Services,Inc. Inc. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be AR signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the AR document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's AR signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 05/12/2020 and all changes made during /A is not the meeting have been incorporated in the attached document. The County :' option for Attorney's Office has reviewed the changes,if applicable. `'lis line. 9. Initials of attorney verifying that the attached document is the version approved by the /A is not BCC,all changes directed by the BCC have been made,and the document is ready for the /�` option for Chairman's signature. ine. 16E 2 MEMORANDUM Date: May 14, 2020 To: Ana Reynoso, Procurement Services From: Martha Vergara, Sr. Deputy Clerk Minutes & Records Department Re: Contract #20-7674 "General Service Agreement— Biometric Testing" Contractor: Midland Health Testing Services, Inc. Attached for your records is an original of the referenced document above, (Item #16E2) adopted by the Board of County Commissioners on Tuesday, May 12, 2020. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-7240. Thank you. Attachment 16E 2 GENERAL SERVICE AGREEMENT # 20-7674 for Biometric Testing THIS AGREEMENT, made and entered into on this la* day of (1\ . 20 20 , by and between Midland Health Testing Services, Inc. v authorized to do business in the State of Florida, whose business address is 11803 W North Ave, Milwaukee, WI 53226 , (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a five (J year period, commencing 0 upon the date of Board approval or ❑ upon , and terminating five (5 ) year(s) from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for five (5 ) additional one ( 1 ) year(s) periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon issuance of a ❑ ❑■ Notice to Proceed. 3. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and conditions of Request for Proposal (RFP) n l witation-4e--Bi4--(l-TB) E Other - -- - -{ --- ) # 20-7674 , including all Attachment(s), Exhibit(s) and Addenda and the Contractor's proposal referred to herein and made an integral part of this Agreement. UI The Contractor shall also provide services in accordance with Exhibit A- Scope of Services attached hereto. 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. Page 1 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" C,q 16E 2 3.2 The execution of this Agreement shall not be a commitment to the Contractor to order any minimum or maximum amount. The County shall order items/services as required but makes no guarantee as to the quantity, number, type or distribution of items/services that will be ordered or required by this Agreement. 4. THE AGREEMENT SUM. cctimatcd maximum amount of ($^ ), - - - - • - . •• - • - - - - - - - - - - •• - - - •- • a . ..- . • • •• . . - - - - - •- - - - - - • - - - • - - - - • - - - - - - • - - - - • - - • - - • • - • - - • - " - -- - - - •• - • ' - - ' • . „. 0 The County shall pay the Contractor for the performance of this Agreement upon completion or partial completion of the work tasks as accepted and approved by the County's Contract Administrative Agent/County Project Manager or his designee pursuant to the fees as set forth in Exhibit B- Fee Schedule, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act". ❑ • - - - - - - - - - - - - - - - - - - - - - - -- - - --- estimated maximum amount of ($ ), . . - - - - . : - .• •_ - - - - ' - - - - - - - - • - - - - - •- Scction 4.1. estimated maximum amount of ($ ), • , i _ • -- - - ' •• - - •- • •- - - • - - •• - - - - • - - - - - - - - - - _ . . • - . _ • 4.1 Price Methodology (as selected below): ❑■ Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Page 2 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" d 16E 2 Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work(number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. �■ Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Any County agency may obtain services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 • Travel and Reimbursable Expenses: Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.44.5 per mile Breakfast $6-.00 Lunch x-00 Dinner $-1-9430 • Aiffafe class fare Rental--car . . _ - • . . . •• - - -- - - - - Lodging ' - - - -- - - - - - - - - - - • - .. - - • -• - - .. .aii Parking Actual-Gest-of-parking • • Taxi-of Airpeft-Limousine Page 3 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" 16E 2 Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Midland Health Testing Services, Inc. Address: 11803 W North Ave Milwaulee, WI 53226 Authorized Agent: Jo A. Steinberg, CEO Attention Name & Title: Brenda Montgomery Telephone: 262-754-3130 / 239-465-1900 E-Mail(s): Jo@midlandhealth.com brendamontgomary@comcast.net All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Jeff Walker Division Name: Risk Management Division Address: 3311 Tamiami Trail East Naples, Florida 34112-4961 Administrative Agent/PM: Karen Eastman, Wellness Programs Manager Telephone: 239-252-6092 E-Mail(s): Karen.Eastman@colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. Page 4 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" 16E 2 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. EU Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability Page 5 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674'Biometric Testing" 0 16E 2 and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. ❑ Business Auto LiabilityCoverage shall have minimum limits of C. 0 Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. D. 0 Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and aggregate. E. El Cyber Liability: Coverage shall have minimum limits of$ 1,000,000 per claim. F ❑■ Technology Errors & Omissions : Coverage shall have minimum liimits of$ 1,000,000 per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. Page 6 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" 16E 2 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Risk Management Division 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A Scope of Services, n Exhibit B Fee Schedule, n RFP/ n !TB/0 Other #20-7674 , including Exhibits, Attachments and Addenda/Addendum, ❑ subsequent quetes;and • Other Exhibit/Attachment: Exhibit C-Business Associate Agreement . 17. APPLICABILITY. Sections corresponding to any checked box (II) expressly apply to the terms of this Agreement. 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. Page 7 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" 16E 2 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part Ill, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. Page 8 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" 16E 2 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) unsatisfactory prosecution of the Work by the Contractor; or (g) any other material breach of the Contract Documents. If any conditions described above are not remedied or removed, the County may, after three (3) days written notice, rectify the same at Contractor's expense. The County also may offset against any sums due Contractor the amount of any liquidated or unliquidated obligations of Contractor to the County,whether relating to or arising out of this Agreement or any other Agreement between Contractor and the County. _ .• - _ . - Page 9 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" 16E 2 24. STANDARDS OF CONDUCT: PROJECT MANAGER, SUPERVISOR, EMPLOYEES. The Contractor shall employ people to work on County projects who are neat, clean, well-groomed and courteous. Subject to the American with Disabilities Act, Contractor shall supply competent employees who are physically capable of performing their employment duties. The County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on Collier County projects is not in the best interest of the County. 25. ❑ WARRANTY, - - - - - - - - - - - - - ' - - - - - - - - - - Decunmcnts: - • _ •• - - • - - •- • - • - - - - . - _' -- - - - - - - - - - -=, ❑ . - - • - - - • . _ - - - • - - - - - - - - - - . . - - = -- - • • - - - / - - - - - - - - - - •- - - - - - - • - - - - - - - . _ - Co Page 10 of 17 General Service Agreement#2017-003(Ver.]) RFP#20-7674"Biometric Testing" 0 16E 2 B. net -- - - - • .. - . . - - • - . - • - - - • - • 28. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 29. CHANGES IN THE WORK. The County shall have the right at any time during the progress of the Work to increase or decrease the Work. Promptly after being notified of a change, Contractor shall submit an estimate of any cost or time increases or savings it foresees as a result of the change. Except in an emergency endangering life or property, or as expressly set forth herein, no addition or changes to the Work shall be made except upon modification of the Purchase Order by the County, and the County shall not be liable to the Contractor for any increased compensation without such modification. No officer, employee or agent of the County is authorized to direct any extra or changed work orally. Any modifications to this Agreement shall be in compliance with the County Procurement Ordinance and Procedures in effect at the time such modifications are authorized. 30. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 31. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 32. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Page 11 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" 1 6 E 2 33. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 34. • KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 35. [ ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. - - - • - - • • = - • • - - • - • - - • - - .. - - - - - - • - - ` . . . • . . • - - • - - e . • • '- ' - - - - - - - - • .- - - - - -- - - - - -- - • - - - _ - - - - •• - - . - - - - -, - • , - 36. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its Page 12 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" 16E 2 assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 37. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. 38. n SAFETY. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non- negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. (Intentionally left blank-signature page to follow) Page 13 of 17 General Service Agreement 42017-003(Ver.1) RFP#20-7674"Biometric Testing" 16E 2 IN WITNESS WHEREOF, the parties hereto, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal K. Kiniel,"Cleric"pi Court& Co By: • I, . �� jL By: 4(4.././.."40.1.4.1.4. T Burt L. Saunders , Chairman Dated: 1 t _ (SEAL), ttest-a' to hairman's signature only. Contractor's Witnesses: Midland Health Testing Services, Inc. Contractor l Zeit.% By: O CEO Contract/ ' ''g'Witness ignature WAR1-4 �'o Pt 3+e,�n - cE J A�Ci.5',6/7 TType/print signature and titl- TType/print witness n.amel / / // i • ractor's Second itness H ,t Kc �' Zr ' TType/print witness nameT Approv d as to Form an Legality: c )1 �bili?utcouni Attorney Print Name Page 14 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" Q.~ ti . 16E 2 Exhibit A Scope of Services ❑■ following this page (pages through 4 ) ❑ this exhibit is not applicable Page 15 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" CRS 16E 2 RFP#20-7674 "Biometric Testing" EXHIBIT A SCOPE OF SERVICES The vendor shall be able to perform or provide the following services to include but not be limited to the following: 1. Testing for venipuncture laboratory panel & biometric measurements. The panel of testing is a fasting test and shall include the following: a. Heart: Total Cholesterol, HDL Cholesterol, Triglycerides, LDL Cholesterol, Cholesterol/HDL ratio b. Thyroid: TSH (Thyroid Stimulating Hormone c. Kidneys: Urea Nitrogen(BUN), Creatinine,eGFR, BUN/Creatinine Ratio d. Bone: Calcium e. Liver: Direct Bilirubin, GGT, ALT, Total Protein, albumin, Globulin, Albumin/Globulin Ratio, Total Bilirubin,Alkaline Phosphatase,AST f. Pancreas: Glucose and Hemoglobin Ale g. Whole Body: Sodium, Potassium, Chloride, CBC with differential: White Blood Cell Count, Red Blood Cell Count, Hemoglobin, Hematocrit,MCV, MCH, MCHC, RDW, Platelet Count h. Lungs: Cotinine (blood sample) i. Prostate: Prostate Specific Antigen(per gender) j. Nicotine/Cotinine: Serum N icotine/Cotinine k. Biometric Measurements: Measured Height, Weight, Blood Pressure, Waist Circumference, calculated BMI 1. Follow-up laboratory testing to include but not be limited to the following. The administration of follow up testing shall also be permitted through the County's onsite medical clinics. i. Serum Nicotine/Cotinine ii. Hemoglobin Ale iii. Lipid Panel iv. Combination test of Hemoglobin A l e+Lipid Panel v. Other laboratory as may be appropriate. m. Repeat or"challenge"testing of laboratory/biometric results including a urine cotinine as deemed necessary. n. Physician oversight services including monitoring of lab values.Vendor must provide physician medical over-site including outbound calls to members with medically actionable/critical values within 24 hrs. of results and should be communicated to CHP Health Advocate Office within next business day. i. The vendor must be willing to discuss and modify critical value/out of range communication process. ii. Reporting system for medically actionable labs should include a system to record actionable lab values that have been addressed by the CHP Health Advocate Office. 2. The communication to participants with critical results shall be included in both the administration and pricing of this panel. 3. Phlebotomy&Biometric measurement administration services shall include but not be limited to the following: a. Administration oversight, scheduling and on-site staffing by highly proficient phlebotomists. The County, through CHP, shall reserve the right to approve the onsite phlebotomy staff to assure high quality. b. Opportunity for lead examiner to meet with CHP prior to first onsite event and communicate regularly to assure optimal staffing. c. Data and specimen collection,testing, Physician overview,results delivery and weekly coordination for approximately 2,350 employees(even years)and 1,200 spouses(odd years). Page 1 of 4 16E 2 d. Phlebotomy& Biometric services shall be provided to multiple Collier County Government facility locations (10-100 participants/group clinic settings) from November—March on a Tuesday through Friday,early morning format. Saturday on-site events may be scheduled from January to March. e. On-site event's personnel travel to locations with all screening supplies arriving one(1)hour prior to event start time for set-up. Events typically run 7-10 am EST with a half-hour breakdown time. Events may have a minimum of 10 participants with a maximum of 100 participants. Non-scheduled walk-ins are accommodated. An event with less than 10 scheduled participants requires special consideration. Phlebotomy team must be able to process one (1)participant every five(5)minutes. f. Requisitions for registered participants mailed to CHP prior to events, as well as blank forms to accommodate"walk-ins"are to be brought with Phlebotomy team the morning of lab event. Vendor will provide Lab Requisitions with Scan Bar to alleviate data entry error from lab. g. Room setup, i.e. screens,tables and chairs shall be completed by CHP. h. Vendor shall be responsible for all other logistical matters including the timing, shipping, and scheduling of materials, supplies and equipment to scheduled locations. i. Biometric measurements for measured height and weight are recorded in US metrics(i.e. inches and pounds). Waist measurement taken on bare skin at belly button with tape measure. Manual blood pressure cuffs only with a variety of cuff sizes included from XS-XL. Blood pressure repeated up to 3 times after resting position. Measurements are never self-reported,and members given opportunity to verify measurement accuracy. j. The vendor will accept "challenged" biometric measurements from the provider. A repeat measurement for BP,height, weight,waist circumference, and/or calculated BMI will be performed by the provider and sent to the vendor to update the participant's personal biometric data that is sent to CHP. k. Participants identified with program specific risk factors, will require venipuncture re-testing mid- July to September 30, for a Serum Cotinine, Hemoglobin Alc, Lipid Panel, or a combination Lipid Panel—Hemoglobin Al c. Majority of participants will use the provider's Med Centers for the lab draw. Out-of-County participants will use the vendor's national Service Center Sites for lab draw and biometric measurements. All lab result data generated,will be electronically transmitted to CHP as described in the Scope of Service. 1. The vendor will have the ability to retain the original eligibility file and accept a separate eligibility file for follow-up lab results. 4. Personal Summary Report-A sample report is attached as Exhibit"B". a. The vendor shall be able to integrate laboratory findings into a Personal Summary Report in a format like the sample. b. All current abnormal results must be highlighted on the Personal Summary Report. c. The vendor shall be able to upload laboratory values and biometric measurements from our disease management company,Community Health Partners(CHP). The Personal Summary Report must be able to incorporate comparative data (currently at 3 years historical data) for the participant to measure progress. d. The vendor shall have an online portal for participants to view their current year's Personal Summary Report and previous year's reports. e. Vendor will communicate to participants when Personal Summary Report is available for viewing. f. Vendor will provide online portal which includes the scheduler and access to the Personal Summary Report both current and previous years. g. Vendor shall be able to re-set passwords for participants and provide a toll-free Customer Service number and/or email chat service for members. Participant support must be available Mon-Sat. EST 7am-7pm. 5. Enrollment, Reporting Services,and Data coordination shall include but not be limited to the following: a. Participants shall have the ability to enroll online via vendor's hosted website or via the phone. b. The vendor will ensure the on-line scheduler remains open until 24-hours prior to the on-site event. c. The scheduler will not allow repeat initial labs and will not allow participants to multiple enroll. Page 2 of 4 16E 2 • d. The vendor shall be able to send confirmation and reminder emails to participants of scheduled or upcoming appointments with the ability to customize for the County. e. The vendor shall produce weekly participation reports and/or ad hoc self-generated activity reports of participants who have completed lab draws (including those who attended as a walk-in), participants who are currently scheduled, and those participants with no activity. f. The Scheduler is interfaced with the Eligibility File. g. The vendor shall be able to accept a census of eligible participants electronically. The census shall be provided to the vendor by mid-October by the County from the County's SAP benefits enrollment system. h. The vendor shall also be able to receive weekly participant eligibility file uploads.This file will have a 4-8-character participant ID assigned by the County,this will not be a social security number. i. The vendor shall ensure identification is correct for merging historical data with new results by using 3 identifiers,full name, date of birth, and participant ID assigned by the County. j. The vendor will accept a Termination File and has the ability to purge Termed names monthly. k. Lost or delayed labs are communicated to CHP regarding status of processing and resolution. A"No Activity Report"for each participant is submitted to CHP. 1. The vendor shall be able to maintain an on-going history of participant laboratory results by year. m. The vendor shall provide on-line administrative access to CHP and County Wellness Manager to view scheduling and completion data. n. The vendor shall provide a nightly feed of clinical data to CHP via a secure pathway for documentation of individual lab screenings and reporting. o. The vendor must provide member individualized participant reports via the Secure File Transfer Protocol(SFTP) site within 2-5 business days of results. p. The lab files from vendor are .csv files. The lab and Biometric individualized result files come as a .pdf file with the id number and name of each participant. q. Prior to publishing the Summary Lab Report, lab errors are "flagged", reviewed, and corrected by vendor prior to member and CHP receiving Personal Summary Report. r. CHP shall be notified of any"unsuccessful"or erroneous reports with each nightly clinical data feed. s. During mid July — September, the vendor will enter data for specific risk factor lab value re-tests from the provider's Med Centers or vendor's own collection facility. The vendor will provide the electronic data files to CHP as stated in Scope of Service. t. The vendor has the ability to import lab values from other labs on the Personal Summary Report. u. The vendor shall provide an annual aggregate report prior to November 30th. The vendor's representative will attend a meeting by November 30th to present aggregate report outcomes to the County's Risk Management Division Director and other key members. The report shall encompass the findings for the year and shall incorporate participation,comparative,and cohort reports at a high level as well as at the individual test level.Comparative data shall include both comparable norms to the general population,the vendor's population and to the cohort population. v. The vendor shall conduct a weekly conference call with key members of CHP,Wellness,and Benefits to communicate program updates and resolve operational issues. 6. Service Center Sites providing Phlebotomy services and Biometric measurements shall include but not be limited to the following: a. The vendor shall be able to provide multiple walk-in Service Center Sites throughout the County for those unable to attend an onsite clinic event. b. Service Center Sites shall replicate all services as required at on-site clinic events. c. Service Center Sites can accommodate unscheduled(walk-in) appointments. d. State and National remote Service Center Sites with biometric service shall be provided for retirees residing out of state and out-of-county participants. 7. Billing-The vendor shall comply with the following: a. The vendor shall bill the County's Third-Party Administrator by individual participant in order to populate the individual claim file. The vendor may supply a bulk billing; however, the bill must Page 3 of 4 0*o 16E 2 provide a breakdown of charges by member and member identifier. The vendor shall be paid by the County's Third-Party Administrator. b. The billing shall be on a per participant basis except for follow up testing as outlined above. c. Any deviation from the per participant charge must be clearly delineated in the proposer's response. d. The cost to re-test due to errors on the part of the vendor shall be borne by the vendor. e. The vendor shall assume the financial responsibility for CHP data extracts pertaining to historical personal health profile data and data formatting for importing into CHP system. The file feed layout needs to remain the same from inception so as to not incur additional programming fees. The vendor will incur the file set-up fee. f. Any additional charges or conditions must be clearly defined in the vendor's proposal. g. All special billing charges such as travel,minimum participation,set-up or similar charges which are separate from the per participant charge must be clearly specified in the vendor's proposal. 8. Program Implementation: a. The vendor must test all associated processes such as scheduling, reporting, data exchange prior to the go-live date. b. The vendor must meet the 60-day implementation process after the contract has been awarded unless otherwise agreed upon. c. No changes to the System will be acceptable unless the System is fully tested and agreed upon by Collier County Government. 9. HIPAA- The selected vendor shall comply with the provisions of the Health Insurance Portability and Accountability Act and shall enter into a Business Associate Arrangement with the County. 10. Ownership of Data- It shall be understood by all parties that Biometric and lab data accumulated as a result of the program shall be considered the property of the Collier County Group Health Plan.Community Health Partners shall be responsible for possessing and maintaining a historical record of data on behalf of the County.The selected vendor shall provide a nightly data file to CHP containing the individual testing results by member identifier. 11. Proposal Alternatives- The County will consider alternative methods of providing the services as outlined above,however,the County reserves the right to reject in whole or in part,alternative proposals. Page 4 of 4 16E 2 Exhibit B Fee Schedule 0 following this page (pages through ) ❑ this exhibit is not applicable Page 16 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674'Biometric Testing" 1 2 RFP#20-7674 "Biometric Testing" EXHIBIT B FEE SCHEDULE 1.What is your price per participant? Price* a. October 1,2020 through September 30,2021 $146 b. October 1,2021 through September 30,2022 $146 c. October 1,2022 through September 30,2023 $146 d. October 1,2023 through September 30,2024 $146 e. October 1,2024 through September 30,2025 $146 *Price without Direct Bilirubin 2.What is your price per follow up test? Price a. Urine Cotinine i. October 1,2020 through September 30,2021 $48 ii.October 1,2021 through September 30,2022 $48 iii.October 1,2022 through September 30,2023 $48 iv.October 1,2023 through September 30,2024 $48 v.October 1,2024 through September 30,2025 $48 b. Alc Price i. October 1,2020 through September 30,2021 $37 ii.October 1,2021 through September 30,2022 $37 iii.October 1,2022 through September 30,2023 $37 iv.October 1,2023 through September 30,2024 $37 v.October 1,2024 through September 30,2025 $37 c. Lipid Panel Price i. October 1,2020 through September 30,2021 $27 ii.October 1,2021 through September 30,2022 $27 iii.October 1,2022 through September 30,2023 $27 iv.October 1,2023 through September 30,2024 $27 v.October 1,2024 through September 30,2025 $27 d. Alc plus Lipid Panel Price i. October 1,2020 through September 30,2021 $58 ii.October 1,2021 through September 30,2022 $58 iii.October 1,2022 through September 30,2023 $58 iv.October 1,2023 through September 30,2024 $58 v.October 1,2024 through September 30,2025 $58 3. Describe all other charges not included in the per participant charge: Price** Custom IT Coding $150 per hour Snack expenses(excludes tax) Pass Through Screening(groups less than 10)+per person cost of service $275 per screener+$146 Admin Fee for Lone Oaks (not to exceed 10hrs/week) Any other admin fees will be $35 per hour billed at the same rate. Patient Service Center(For LabCorp PSC's only)Additional fee to base price. $10 per person Individual Mobile Blood Draw $75 plus mileage **Pricing for periods starting October 1,2020 through September 30,2025 16E a Other Exhibit/Attachment Description: Exhibit C- Business Associate Agreement 0 following this page (pages through 8 ) ❑ this exhibit is not applicable Page 17 of 17 General Service Agreement#2017-003(Ver.1) RFP#20-7674"Biometric Testing" 16E 2 RPS#20-7674"Biometric Testing" BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement("Agreement") is entered into between COLLIER COUNTY ("Covered Entity")and Midland Health Testing Services, Inc., whose address is: 11803 W. North Ave, Milwaukee, WI 53226, ("Business Associate"), effective as of this day of e404. , 2020 (the"Effective Date"). WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an arrangement pursuant to which Business Associate may provide services for Covered Entity that require Business Associate to access, create and use Protected Health Information ("PHI") that is confidential under state and/or federal law;and WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed by Covered Entity to Business Associate, or collected or created by Business Associate, in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), and the regulations promulgated there under, including, without limitation, the regulations codified at 45 CFR Parts 160 and 164 ("HIPAA Regulations"); the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services (the "Secretary") (the "HITECH Act"); and other applicable state and federal laws, all as amended from time to time, including as amended by the Final Rule issued by the Secretary on January 17, 2013 titled "Modifications to the HIPAA Privacy, Security, Enforcement, and Breach Notification Rules under the Health Information Technology for Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules"; and WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI, which are met by this Agreement. NOW,THEREFORE, in consideration of the mutual promises contained herein and the exchange of information pursuant to this Agreement,the parties agree as follows: 1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the HIPAA Regulations or the HITECH Act,as applicable unless otherwise defined herein. 2.Obligations and Activities of Business Associate. a. Permitted Uses and Disclosures. Business Associate shall only Use or Disclose PHI for the purposes of(i) performing Business Associate's obligations under Merchant Application & Agreement, "Master Agreement" resulting from Covered Entity's Solicitation # 20-7674 "Biometric Testing" of this Agreement and as permitted by this Agreement; or (ii) as permitted or Required By Law; or (iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. Further,Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the HIPAA Regulations or the HITECH Act if so used by Covered Entity, except that Business Page 1 of 8 S 16E 2 Associate may Use PHI (i)for the proper management and administration of Business Associate; and(ii) to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI for the proper management and administration of Business Associate, to carry out its legal responsibilities or for payment purposes as specified in 45 CFR § 164.506(c)(1)and(3), including but not limited to Disclosure to a business associate on behalf of a covered entity or health care provider for payment purposes of such covered entity or health care provider, with the expectation that such parties will provide reciprocal assistance to Covered Entity,provided that with respect to any such Disclosure either: (i)the Disclosure is Required By Law; or (ii) for permitted Disclosures when Required By Law, Business Associate shall obtain a written agreement from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and will not use and further disclose such PHI except as Required By Law and for the purpose(s)for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. b. Appropriate Safeguards. Business Associate shall implement administrative, physical and technical safeguards that (i) reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity; and (ii) prevent the Use or Disclosure of PHI other than as contemplated by the Master Agreement and this Agreement. c. Compliance with Security Provisions. Business Associate shall: (i) implement and maintain administrative safeguards as required by 45 CFR § 164.308,physical safeguards as required by 45 CFR § 164.3 10 and technical safeguards as required by 45 CFR § 164.3 12; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR § 164.3 16; and(iii) be in compliance with all requirements of the HITECH Act related to security and applicable as if Business Associate were a"covered entity,"as such term is defined in HIPAA. d. Compliance with Privacy Provisions. Business Associate shall only Use and Disclose PHI in compliance with each applicable requirement of 45 CFR § 164.504(e). Business Associate shall comply with all requirements of the HITECH Act related to privacy and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s). e. Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable and mandated by law, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this Agreement. f. Encryption. To facilitate Business Associate's compliance with this Agreement and to assure adequate data security, Covered Entity agrees that all PHI provided or transmitted to Business Associate pursuant to the Master Agreement shall he provided or transmitted in a manner which renders such PHI unusable, unreadable or indecipherable to unauthorized persons, through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2)of the HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach requiring patient notification under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. Page 2 of 8 16E 3. Reporting. a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall report to Covered Entity a successful Security Incident or any Use and/or Disclosure of PHI other than as provided for by this Agreement or permitted by applicable law within a reasonable time of becoming aware of such Security Incident and/or unauthorized Use or Disclosure (but not later than five (5) days thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take (i) prompt action to cure any such deficiencies as reasonably requested by Covered Entity,and(ii)any action pertaining to such Security Incident and/or unauthorized Use or Disclosure required by applicable federal and state laws and regulations. If such successful Security Incident or unauthorized Use or Disclosure results in a Breach as defined in the HITECH Act, then Covered Entity shall comply with the requirements of Section 3.b below. b. Breach of Unsecured PHI. The provisions of this Section 3.b are effective with respect to the Discovery of a Breach of Unsecured PHI occurring on or after September 23,2009. With respect to any unauthorized acquisition, access, Use or Disclosure of Covered Entity's PHI by Business Associate, its agents or subcontractors,Business Associate shall(i)investigate such unauthorized acquisition,access, Use or Disclosure; (ii) determine whether such unauthorized acquisition, access, Use or Disclosure constitutes a reportable Breach under the HITECH Act; and (iii) document and retain its findings under clauses (i) and (ii). If Business Associate Discovers that a reportable Breach has occurred, Business Associate shall notify Covered Entity of such reportable Breach in writing within five(5)days of the date Business Associate Discovers such Breach. Business Associate shall be deemed to have discovered a Breach as of the first day that the Breach is either known to Business Associate or any of its employees, officers or agents,other than the person who committed the Breach,or by exercising reasonable diligence should have been known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach. To the extent the information is available to Business Associate, Business Associate's written notice shall include the information required by 45 CFR § 164.410(c). Business Associate shall promptly supplement the written report with additional information regarding the Breach as it obtains such information. Business Associate shall cooperate with Covered Entity in meeting Covered Entity's obligations under the HITECH Act with respect to such Breach. 4. Business Associate's Agents. To the extent that Business Associate uses one or more subcontractors or agents to provide services under Master Agreement, and such subcontractors or agents receive or have access to PHI, Business Associate shall sign an agreement with such subcontractors or agents containing substantially the same provisions as this Agreement. 5. Rights of Individuals. a. Access to PHI. Within ten(10)days of receipt of a request by Covered Entity, Business Associate shall make PHI maintained in a Designated Record Set available to Covered Entity or, as directed by Covered Entity,to an Individual to enable Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, (i)in the event that any Individual requests access to PHI directly from Business Associate in connection with a routine billing inquiry, Business Associate shall directly respond to such request in compliance with 45 CFR§ 164.524; and(ii)in the event such request appears to be for a purpose other than a routine billing inquiry, Business Associate shall forward a copy of such request to Covered Entity and shall fully cooperate with Covered Entity in responding to such request. In either case, a denial of access to requested PHI shall not be made without the prior written consent of Covered Entity. b. Access to Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI,then,to the extent an Individual has the right to request a copy of the PHI maintained in such Electronic Health Record Page 3 of 8 16E pursuant to 45 CFR § 164.524 and makes such a request to Business Associate, Business Associate shall provide such individual with a copy of the information contained in such Electronic Health Record in an electronic format and, if the Individual so chooses, transmit such copy directly to an entity or person designated by the Individual. Business Associate may charge a fee to the individual for providing a copy of such information, but such fee may not exceed Business Associate's labor costs in responding to the request for the copy. The provisions of 45 CFR§ 164.524, including the exceptions to the requirement to provide a copy of PHI, shall otherwise apply and Business Associate shall comply therewith as if Business Associate were the "covered entity," as such term is defined in HIPAA. At Covered Entity's request, Business Associate shall provide Covered Entity with a copy of an Individual's PHI maintained in an Electronic Health Record in an electronic format and in a time and manner designated by Covered Entity in order for Covered Entity to comply with 45 CFR§ 164.524,as amended by the HITECH Act. c. Amendment of PHI. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR§ 164.526 at the request of Covered Entity or an Individual,and in the time and manner designated by Covered Entity. d. Accounting Rights. This Section 5.d is subject to Section 5.e below. Business Associate shall make available to Covered Entity,in response to a request from an Individual,information required for an accounting of disclosures of PHI with respect to the Individual, in accordance with 45 CFR § 164.528, incorporating exceptions to such accounting designated under such regulation. Such accounting is limited to disclosures that were made in the six(6)years prior to the request and shall not include any disclosures that were made prior to the compliance date of the HIPAA Regulations. Business Associate shall provide such information as is necessary to provide an accounting within ten(10)days of Covered Entity's request. Such accounting must he provided without cost to the Individual or to Covered Entity if it is the first accounting requested by an Individual within any six(6)month period; however, a reasonable, cost-based fee may be charged for subsequent accountings during that period if Business Associate informs Covered Entity and Covered Entity informs the Individual in advance of the fee, the Individual is afforded an opportunity to withdraw or modify the request and charging such fee is not otherwise contrary to law. Such accounting obligations shall survive termination of this Agreement and shall continue as long as Business Associate maintains PHI. e. Accounting of Disclosures of Electronic Health Records. The provisions of this Section 5.e shall be effective on the date specified in the HITECH Act. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity, then, in addition to complying with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of any Disclosures made through such Electronic Health Record for Treatment, Payment and Health Care Operations,as applicable. Such accounting shall comply with the requirements of the HITECH Act.Upon request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in the time and manner specified by Covered Entity and in compliance with the HITECH Act. Alternatively, if Covered Entity responds to an Individual's request for an accounting of Disclosures made through an Electronic Health Record by providing the requesting Individual with a list of all business associates acting on behalf of Covered Entity,then Business Associate shall provide such accounting directly to the requesting Individual in the time and manner specified by the HITECH.Act. f. Agreement to Restrict Disclosure. If Covered Entity is required to comply with a restriction on the Disclosure of PHI pursuant to Section 13405 of the HITECH Act, then Covered Entity shall,to the extent necessary to comply with such restriction,provide written notice to Business Associate of the name of the Individual requesting the restriction and the PHI affected thereby. Business Associate shall,upon receipt of such notification,not Disclose the identified PHI to any health plan for the purposes of carrying out Payment or Health Care Operations, except as otherwise required by law. Covered Entity shall also notify Business Associate of any other restriction to the Use or Disclosure of PHI that Covered Page 4 of S C;�r� 16E 2 Entity has agreed to in accordance with 45 CFR§ 164.522. 6. Remuneration and Marketing. a. Remuneration for PHI. This Section 6.a shall be effective with respect to exchanges of PHI occurring six (6) months after the date of the promulgation of final regulations implementing the provisions of Section 13405(d) of the HITECH Act. On and after such date, Business Associate agrees that it shall not, directly or indirectly, receive remuneration in exchange for any PHI of Covered Entity except as otherwise permitted by the HITECH Act. b. Limitations on Use of PHI for Marketing Purposes. Business Associate shall not Use or Disclose PHI for the purpose of making a communication about a product or service that encourages recipients of the communication to purchase or use the product or service, unless such communication: (I)complies with the requirements of subparagraph(i),(ii)or(iii)of paragraph(1)of the definition of marketing contained in 45 CFR § 164.501, and (2) complies with the requirements of subparagraphs (A), (B) or(C) of Section 13406(a)(2) of the HITECH Act, and implementing regulations or guidance that may be issued or amended from time to time. Covered Entity agrees to assist Business Associate in determining if the foregoing requirements are met with respect to any such marketing communication. 7. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Regulations and the HITECH Act. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary. Business Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the Secretary concurrently with providing such PHI to the Secretary. 8. Minimum Necessary. To the extent required by the HITECH Act, Business Associate shall limit its Use, Disclosure or request of PHI to the Limited Data Set or, if needed, to the minimum necessary to accomplish the intended Use, Disclosure or request, respectively. Effective on the date the Secretary issues guidance on what constitutes "minimum necessary" for purposes of the HIPAA Regulations, Business Associate shall limit its Use, Disclosure or request of PHI to only the minimum necessary as set forth in such guidance. 9. State Privacy Laws. Business Associate shall comply with state laws to extent that such state privacy laws are not preempted by HIPAA or the HITECH Act. 10. Termination. a. Breach by Business Associate. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Agreement, then Covered Entity shall promptly notify Business Associate. With respect to such breach or violation, Business Associate shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Business Associate, Covered Entity may terminate its relationship with Business Associate. b. Breach by Covered Entity. If Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations under this Agreement, then Business Associate shall promptly notify Covered Entity. With respect to such breach or violation, Covered Entity shall take reasonable steps to cure such breach or end such Page 5 of 8 r 16E a violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Covered Entity,Business Entity may terminate its relationship with Covered Entity. c. Automatic Termination. This Agreement will automatically terminate, without any further action by the parties hereto, at such time as there are no longer any Service Agreements by and between the parties hereto. d. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate shall either return or destroy all PHI, as requested by Covered Entity, that Business Associate or its agents or subcontractors still maintain in any form and shall retain no copies of such PHI. If Covered Entity requests that Business Associate return PHI, such PHI shall be returned in a mutually agreed upon format and timeframe. If Business Associate reasonably determines that return or destruction is not feasible, Business Associate shall continue to extend the protections of this Agreement to such PHI, and limit further uses and disclosures of such PHI to those purposes that make the return or destruction of such PHI not feasible. If Business Associate is asked to destroy the PHI, Business Associate shall destroy PHI in a manner that renders the PHI unusable, unreadable or indecipherable to unauthorized persons as specified in the HITECH Act. 11. Amendment. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement any new or modified standards or requirements of HIPAA, the HIPAA Regulations, the HITECH Act and other applicable laws relating to the security or confidentiality of PHI. Upon the request of Covered Entity, Business Associate agrees to promptly enter into negotiation concerning the terms of an amendment to this Agreement incorporating any such changes. 12. No Third-Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 13. Effect on Underlying Arrangement. In the event of any conflict between this Agreement and any underlying arrangement between Covered Entity and Business Associate, the terms of this Agreement shall control. 14. Survival. The provisions of this Agreement shall survive the termination or expiration of any underlying arrangement between Covered Entity and Business Associate. 15. Interpretation. This Agreement shall he interpreted as broadly as necessary to implement and comply with HIPAA, the HIPAA Regulations and the HITECH Act. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with such laws. 16. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida. 17. Notices. All notices required or permitted under this Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party, from time to time, by written notice to the other. All such notices shall be deemed validly given upon receipt of such notice by certified mail,postage prepaid,facsimile transmission, e-mail or personal or courier delivery: Page 6 of 8 16E 2 If to Covered Entity: Collier County Government Center 3311 Tamiami Trail E. Naples,FL 34112 Attn: Risk Management Director Telephone no: 239-252-8461 Email:Jeff.Walkeracolliercountyfl.gov If to Business Associate: Midland Health Testing Services, Inc. 11803 W North Ave Milwaukee, WI 53226 Attn: Jo A. Steinburg,President Telephone:(262)754-3130 Email:joAmidlandhealth.com 18. Indemnification. The Business Associate shall indemnify and hold harmless Covered Entity and any of Covered Entity's affiliates, directors, officers, employees and agents from and against any claim,cause of action, liability,damage,cost or expense(including reasonable attorney's fees)arising out of or directly relating to any non-permitted disclosure of Protected Health Information or other breach of this Agreement by Business Associate or any affiliate, director, officer, employee, agent or subcontractor of Business Associate. 19. Miscellaneous. a. Severability. In the event that any provision of this Agreement is adjudged by any court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof shall continue to be binding on the parties hereto with the same force and effect as though such void or unenforceable provision had been deleted. b. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights provided hereunder are cumulative and not exclusive of any rights provided by law. c. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supercedes any prior or contemporaneous verbal or written agreements, communications and representations relating to the subject matter hereof. d. Counterparts, Facsimile. This agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A copy of this Agreement bearing a facsimile signature shall be deemed to be an original. [Signature page to follow] Page 7 of 8 16E 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first set forth above. COVERED ENTITY: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: It, . _ alker, Director of Risk Management Business Associate Witnesses: BUSINESS ASSOCIATE: MIDLAND HEALTH TESTING SERVICES, INC. Fir Wi . / ur. /. iAMY j��.. By: ' ' 4 ' !/ Signature / 4 'Ri._ : CJ '` a e"£56 IQ Print Name: .O i ‘111 1 Print Name: Title: C e 0 Second Witness: / • `, / ' , 4 Sig urerifiamo- y_te_�L!y Print Name: As ;fMnd Legali i4' "'"1-2-- ______ Scoach Deputy County Attorney Page 8 of 8 16E 2 �.•—•.0, MIDLA-1 OP ID:SD ACOR,IOr" DATE(MM/DD/YYYY) 1/4.1.....------ CERTIFICATE OF LIABILITY INSURANCE 04/27/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME:ACT Robert M.Anger,CPCU Woller-Anger&Company,LLC PHONE FAX 262 789-2500 930 Elm Grove Road INC,No,Ext): (A/C,No): FAX-789-2511 Elm Grove,WI 53122-2561 E-MAIL ADDRESS: B.J.Doyle INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Society Insurance INSURED Midland Health Testing INSURER B:MedPro Group Services,Inc/Jo Steinberg 11803 W. North Avenue INSURERC:ACE American Ins Co Wauwatosa,WI 53226 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X HOB 535973 06/09/2019 06/09/2020 PREM PREAMAGE MISES occurrence) $ 100,000 MED EXP(Any one person) _$ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRO- POLICY JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) A ANY AUTO CA15004342-4 02/07/2020 02/07/2021 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS-MADE UXL 474430 06/09/2019 06/09/2020 AGGREGATE $ 2,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION X PER O PEATUTE ER H AND EMPLOYERS'LIABILITY A ANY PROPRIETOR/PARTNER/EXECUTIVE YIN WC15016331 06/09/2019 06/09/2020 E.L.EACH ACCIDENT $ 100,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 B Professional Liab. H004849 12/10/2019 12/10/2020 Each/Aggr $1 M/$3M C Cyber Liability D9536701A 04/22/2020 04/22/2021 Each/Aggr $1M/$1M DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Contract#20-7674: Collier County Board of County Commissioners is an Additional Insured on a primary and non-contributory basis per form (GL) SAI43 and BP1488. 30 Day Notice of Cancellation applies per form TBP2024. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of Commissioners 3295 Tamiami Trail East AUTHORIZED REPRESENTATIVE Building C-2 -11- /Naples, FL 34112 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD SAI-43 (9-02) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - LIMITED FORM -- OWNERS, LESSEES OR CONTRACTORS AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE PART WHO IS AN INSURED is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. That entity shall be covered only for liability for bodily injury or property damage that is imputed to it as a result of your actions or conduct. In no event shall the additional insured receive any greater or additional coverage, or any greater or additional limits of liability than you receive under this policy. The coverage granted to the additional insured under this endorsement shall be excess over any other valid and collectible insurance. This endorsement provides no coverage to the additional insured for any liabilities arising out of the claimed negligence of the additional insured, or out of the claimed negligence of any entities other than the Named Insured. SAI-43 (9-02) 16E 2 BUSINESSOWNERS BP 14 88 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other 2. You have agreed in writing in a contract or Insurance of Section III — Common Policy agreement that this insurance would be Conditions and supersedes any provision to the primary and would not seek contribution from contrary: any other insurance available to the additional Primary And Noncontributory Insurance insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and BP 14 88 07 13 ©Insurance Services Office, Inc., 2012 Page 1 of 1 BUSINESSOWNERS TBP 2024(1-11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ CAREFULLY EARLIER NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Number of Days' Notice Name of Person or Organization: Mailing Address: (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. Page 1 of 1 16E 2 POLICY NUMBER: HOB 535973-9 SD0001 0110 SUPPLEMENTAL FORM DECLARATION FOR TBP 2024 (1-11) EARLIER NOTICE OF CANCELLATION PROVIDED BY US SCHEDULE Number of Days' Notice 30 Name of Person or Organization: Collier County Board of County Commissioners Mailing Address: Attn Rhonda Burns, Procurement 3327 Tamiami Trl E, Naples, FL, 34112 SD0001 0110 Society Insurance, a mutual company Page oft