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Agenda 09/12/2023 Item #16E 6 (First amendment between Equifax Workforce Solutions, LLC.)09/12/2023 EXECUTIVE SUMMARY Recommendation to approve a First Amendment to Agreement No. 15-6505 between Equifax Workforce Solutions, LLC, and Collier County for Affordable Care Act Data Reporting, to include a new employment verification service product and authorize a three-year contract extension. OBJECTIVE: To assure compliance with the data reporting requirements of the Affordable Care Act and to outsource employment verification requests to an already established vendor with a proven track record. CONSIDERATIONS: The Board through the Risk Management Division administers a Group Health Insurance program for the County Manager’s agency and participating Constitutional Officers. The Patient Protection and Affordable Care Act, commonly called the Affordable Care Act (the “ACA”), is a federal statute signed into law on March 23, 2010. The County is subject to the compliance provisions of the ACA, including the data reporting requirements to the Internal Revenue Service (the “IRS”). These requirements include the reporting of a variety of information for all employees including wage information; leave information used by type; hours worked; whether health insurance coverage is offered; and the names of covered dependents. The purpose of this data collection is to determine the compliance of the employer with the “pay or play” provisions of the ACA. The failure to offer coverage to eligible employees could result in a fine to the County in an amount as high as $3,200,000. The IRS utilizes this data to determine if the employer meets compliance requirements. On January 10, 2023 (Agenda Item 16.E.3), the Board approved an assumption agreement reflecting that Health e(fx), which held the original contract for ACA data reporting for Collier County, had merged with Equifax Workforce Solutions, LLC (“Equifax”). In addition to affordable health care reporting, Equifax also offers a service called, “The Work Number” which provides employment verification services and is being provided to the County at no additional charge. Equifax has also agreed to waive the four percent (4%) annual increase to the ACA reporting service if the County implements “The Work Number” and extends the existing contract for ACA Reporting for a three-year period. Risk Management and Human Resources staff recommends implementing “The Work Number” and extending the agreement for an additional three years for the following reasons: • Human Resources is seeking and will benefit from implementation of an employment verification solution. • The required data for “The Work Number” is currently being sent as part of ACA Reporting, and therefore, there is no cost in time or money for implementation. • The County will save approximately $1,600 over three-years on this contract; and • The relationship between the County and Equifax continues to be successful. FISCAL IMPACT: There is no additional fiscal impact with this item. Funds are budgeted in fund 5017 Group Health & Life. GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this item. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT RECOMMENDATION: Recommendation to approve a First Amendment to Agreement No. 15-6505 to include 16.E.6 Packet Pg. 985 09/12/2023 Equifax’s “The Work Number” employment verification services and provide for a three-year contract extension, and authorize the Chairman to sign the attached amendment. PREPARED BY: Sonja Sweet, Manager, Risk Management ATTACHMENT(S) 1. 15-6505_Equifax_ First Amendment BCC_CAO stamped (PDF) 2. 15-6505 Equifax_Assumption_FullyExecuted (PDF) 3. 15-6505COI_Equifax_Updated (PDF) 16.E.6 Packet Pg. 986 09/12/2023 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.6 Doc ID: 26385 Item Summary: Recommendation to approve a First Amendment to Agreement No. 15-6505 between Equifax Workforce Solutions, LLC, and Collier County for Affordable Care Act Data Reporting, to include a new employment verification service product and authorize a three-year contract extension. Meeting Date: 09/12/2023 Prepared by: Title: Benefits Analyst – Risk Management Name: Sonja Sweet 08/15/2023 12:10 PM Submitted by: Title: Risk Management Director – Risk Management Name: Michael Quigley 08/15/2023 12:10 PM Approved By: Review: Risk Management Michael Quigley Director Review Completed 08/15/2023 12:11 PM Procurement Services Vanessa Miguel Level 1 Purchasing Gatekeeper Completed 08/15/2023 12:59 PM Procurement Services Sue Zimmerman Additional Reviewer Completed 08/22/2023 11:00 AM Procurement Services Sandra Herrera Procurement Director Review Completed 08/23/2023 8:35 AM Corporate Business Operations Kenneth Kovensky Additional Reviewer Completed 08/25/2023 5:32 AM County Attorney's Office Scott Teach Level 2 Attorney Review Completed 08/25/2023 8:32 AM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 08/25/2023 8:33 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 08/25/2023 9:17 AM Office of Management and Budget Blanca Aquino Luque Additional Reviewer Completed 09/05/2023 11:44 AM County Manager's Office Amy Patterson Level 4 County Manager Review Completed 09/06/2023 2:22 PM Board of County Commissioners Geoffrey Willig Meeting Pending 09/12/2023 9:00 AM 16.E.6 Packet Pg. 987 16.E.6.aPacket Pg. 988Attachment: 15-6505_Equifax_ First Amendment BCC_CAO stamped (26385 : Affordable Care Act Reporting and Employment Verification 16.E.6.aPacket Pg. 989Attachment: 15-6505_Equifax_ First Amendment BCC_CAO stamped (26385 : Affordable Care Act Reporting and Employment Verification 16.E.6.aPacket Pg. 990Attachment: 15-6505_Equifax_ First Amendment BCC_CAO stamped (26385 : Affordable Care Act Reporting and Employment Verification 16.E.6.aPacket Pg. 991Attachment: 15-6505_Equifax_ First Amendment BCC_CAO stamped (26385 : Affordable Care Act Reporting and Employment Verification 16.E.6.aPacket Pg. 992Attachment: 15-6505_Equifax_ First Amendment BCC_CAO stamped (26385 : Affordable Care Act Reporting and Employment Verification 16.E.6.aPacket Pg. 993Attachment: 15-6505_Equifax_ First Amendment BCC_CAO stamped (26385 : Affordable Care Act Reporting and Employment Verification I 3 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this 10th of January, 2023 by and between EQUIFAX WORKFORCE SOLUTIONS LLC ("Equifax") and COLLIER COUNTY, a political subdivision of the State of Florida("County"), (collectively the Parties"). WHEREAS,on July 7, 2015 (Agenda Item 16.E.1)the County awarded an Agreement No. 15-6505, "Affordable Care Act Data Reporting Services,"to HealthCare Impact Associates, LLC HIA"), and attached hereto as Exhibit"A" (hereinafter referred to as"Agreement");and WHEREAS, on August 3, 2021, Equifax,acquired all of HIA's assets as memorialized in attached Exhibit"B;"and WHEREAS,Equifax,hereby represents to Collier County that by virtue of an acquisition of HIA's assets it is the successor in interest in relation to the Agreement; and WHEREAS, the parties wish to formalize Equifax's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: 1. Equifax accepts and assumes all rights, duties, benefits, and obligations of HIA under the Agreement, including all existing and future obligations to perform under the Agreement. 2. The parties hereby reaffirm and ratify each of the terms and conditions in the Agreement. 3. Equifax will promptly deliver to County evidence of insurance consistent with the Agreement. 4. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 5. Notice required under the Agreement to be sent to Equifax shall be directed to: CONSULTANT: Equifax Workforce Solutions LLC 11432 Lackland Road St Louis,MO 63146 Attention: President Copy to: Health e(fx) 6101 Baker Road, Ste. 205 Minnetonka,MN 55345 Page 1 of 2 CUS-22.23090 December 20,2022/For Execution 16.E.6.b Packet Pg. 994 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 16E 3 5. The County hereby consents to Equifax's assumption of the Agreement in order to continue the services provided under Agreement No, 15-6505. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat Equifax as it would have HIA for all purposes under the Agreement, Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF,the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal I{'kinzel;Glerk COLLIER COUNTY, FLORIDA Conetr©l r 2 -7) Attest AV CAairmaa l? 1 By: signature a l Rick LoCastro, Chairmanoty...... _... Approved as to Form and Legality: Ks_By: Scott R. Teach uty County Attorney Equifax's Witnesses:Equifax Workforce Solutions LLC By First Witness Signature Rhona Parry General Manager,ACA Katie Shasserre TType/print signature and titles TType/print witness nameT 12/29/2022 thisa Neekei- Luisa Meeker(Dec 29,2022 12:59 CST) Second Witness Luisa Meeker tType/print witness nameT Page 2of2 CUS-22-23090 December 20,2022/Por Execution 16.E.6.b Packet Pg. 995 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 16E 3 EXHIBIT"A" HEALTH CO® Clarity.Compliance.Control. SOFTWARE AND SERVICE AGREEMENT Master Agreement") This Agreement is made on the -7 day of 2015 (the "Effective Date") by and between HealthCare impact Associates, LLC ("HA"), Minnesota limited liability company with primary office at 6121 Baker Road, Suite 104, Minneapolis, MN 55345, and Collier County, a political subdivision of the State of Florida ("Employer" or "the County"), with an office at 3299 Tamiami Trail E., Suite 303, Naples, Florida 34112. WHEREAS, HIA is the developer and exclusive owner of an Affordable Care Act management information system known as Health E(fx)® (which, together with its accompanying documentation and other materials, shall be referred to hereafter as the Software" or"Service"); and WHEREAS, as further described on the proposal provided to Employer, dated April 15, 2015 and attached hereto as Exhibit A (the "Proposal") the Software: (1) aggregates and analyzes raw employer data received from Employer source systems, including payroll, HRiS, time and attendance and benefits administration; (,2) complies with applicable regulations of the Affordable Care Act as of the date of its Implementation, and is designed to maintain compliance to subsequent regulation changes as introduced; (3) measures, reports, and alerts on employee medical benefits eligibility and plan affordability compliance under the Affordable Care Act; (4) provides employer management reporting, compliance reporting, and employee notifications and federal reporting; and (5) enables complex data modeling and analytics (when the analytics module is purchased) to assess and evaluate risk, cost, and strategies related to an employer's medical benefits program; and WHEREAS, Employer wishes to license and use the Software and HIA services for the price and on the terms set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree to the terms and conditions of this Agreement (also called Master Agreement"). 1. Term and Termination. This Agreement shall become effective upon the date the Board of County Commissioners approves ("Effective Day") and shall be for thirty-six (36) months beginning on the Effective Date, at the end of which time it may be renewed for additional twelve (12) month periods until terminated by (1) mutual agreement of the parties, (2) the Employer upon ninety (90) days' notice to HIA, or (3) as otherwise provided herein. All services and products provided prior to termination shall be paid for in full, upon receipt of a proper invoice and upon approval by the Risk Management Director, or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Provisions of this Agreement which by their terms are intended to survive the termination of this Agreement, including but not limited to Sections 5, 6, 7, and 9, shall survive termination of this Agreement. SSA SUBSCRIPTION(041515) may 16.E.6.b Packet Pg. 996 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 16 € 3 2. Services: License. Subject to the terms of this Agreement and in exchange for the fees below, HIA will provide to Employer the services described on the Proposal and purchased by Employer, including the grant of a non-exclusive non-transferable, license to use the Software as set forth more particularly in the End User Software License and Warranty Agreement ("EULA"), which is attached hereto as Appendix A and Incorporated by reference herein. 1 Fees: Employer shall pay fees as follows: a, Implementation Fee. The Implementation Fee is a one-time non-refundable fee securing the implementation schedule and include set-up, system configuration, data file(s) integration and testing, hosting and deployment, and standard training. b. Software and Service Fees. In addition to the Implementation Fee, Employer shall pay an annual Software and Service Fee for the Health E(fx) Compliance Module. Employer will be provided access to and use of the Health E(fx)® Analytics Module for a period of three (3) months (the "Trial Period") from the Go-Live" date free of charge, at which time additional fees for continued use will apply (as shown in the Applicable Software and Service Fees table below). Employer has the right to cancel access and use of Analytics Module upon written notice up to ten (10) days in advance of the end of the Trial Period. All fees associated with the Annual Software and Service Fees are in effect for a period of three (3) years from Agreement date, subject to an annual 4% adjustment at the start of years two and three, "Go-Live" shall begin when the Employer's system is moved to production subsequent to Employer's documented acceptance sign-off, which sign-off shall not be unreasonably withheld. Support and maintenance Services shall be governed by the Support and Service Level Agreement, which is attached hereto as Appendix B and Incorporated by reference. C. Applicable Software and Service Fees: 99 x Implementation Fee 9,200 Compliance Module 11,000 annually Optional Analytics Module Three months free use; $3,500 annually 1094-C Generation and Filing 3,500 1095-C Generation 2 SSA SUBSCRIPTION(041515) c) 16.E.6.b Packet Pg. 997 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 1bE 3 Additional Services Managed Services PEPM $1.25 One Time Set Up Fee -$1,150 Standard Print and Mail Per Form - $0.92 1095 Forms Fulfillment Combined Print and Electronic Portal Per Form -$1.30 Annual Portal License Fee 1,725 Unlimited User Seats Included d. Basis For Fees. I. Fees are based on implementation of standard Software functionality and include implementation of current month and historical data testing, and validation of the data feeds from Employer source systems identified in the proposal data form provided by Employer ("Data Form") appended to this Agreement as Appendix C, and using secure data acquisition processes integral and proprietary to the Software. Implementation requires timely tendering of required source data to maintain implementation schedule. II. Historical data load is included provided historical data is provided to HIA in the agreed data specification ("Implemented Data Files") established between Employer and HA during implementation. III. A one-time historical data load is included in the Implementation Fee. If additional support is required and/or historical data must be reloaded due to errors or changes caused by Employer, additional fees may apply and are subject to a written scope change document, upon prior approval by the Employer. IV. Additional consulting resulting from additional requests not included in licensing or which are not identified in the Employer Data Form Appendix C), or changes that are made to Employer's data feeds subsequent to Go-Live, shall be invoiced at $235 for compliance and client services, and $175 per hour for technical services. Such costs are in addition to the fees set forth in sections 3a, 3b and 3c above and will be documented as a scope change for Employer's approval before work is undertaken. 3 SSA SUBSCRIPTION(041515) 16.E.6.b Packet Pg. 998 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 16 e. Invoicing. Payment will be made upon receipt of a proper invoice and upon approval by the Risk Management Director, or his designee, and in compliance with Chapter 218, Fla. Stets., otherwise known as the "Local Government Prompt Payment Act". The Implementation Fee is due upon execution of this Agreement. The Annual Subscription Software and Service Fees shall be invoiced after Go-Live acceptance. f.Travel Costs. Requested travel, if any, shall be requested in advanced and approval by the Risk Management Director is required. Requested travel will incur costs in addition to the Implementation Fee and Software and Support Fees. Travel expenses will include all travel time that is in addition to training time, and shall be reimbursed as per Section 112.061 Fla. Stets. Reimbursements shall be at the following rates: Mileage 0.445 per mile Breakfast 6.00 Lunch 11.00 Dinner 19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Actual cost of either taxi or airport Limousine limousine g. Print and Fulfillment Services. Managed print and electronic fulfillment is available at Employer's request. Print and mail fulfillment services are not included in fees above and shall be invoiced in addition to the other fees in this Section 3. The Software is integrated with industry-leading third party tax form vendors. An addendum will be executed should managed print and electronic services be requested. 4. Interest charues. In addition to the default remedies available at law and in this Agreement, any past due amounts will accrue monthly interest in accordance to Fla. Stat. 218.74 and payable upon receipt of a proper invoice and upon approval by the Risk bJ 4 SSA SUBSCRIPTION(041515) 16.E.6.b Packet Pg. 999 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 16E 3 Management Director, or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act". 5. Confidentiality. HIA and Employer agree that each party may have access to, or become acquainted with confidential information about the other, including customer information and methods and means of the operation of the business. Each party shall keep said confidential information ("Confidential Information") of the other party in confidence and shall not use, copy, reveal, report, publish, disclose, transfer or otherwise make it available, directly or indirectly, without the prior written consent of the other party. The parties agree that all employee information provided by Employer to HA hereunder, including through its use of the Software is "Confidential Information" and that all aspects of the Software (including but not limited to its functionality and design) and documentation related thereto, are likewise deemed Confidential Information. Each party agrees to: (a) maintain the confidentiality of all Confidential information using at least the degree of care and security as it uses to maintain the confidentiality of its own Confidential Information, and in no event less than a reasonably degree of care, and (b) not use the other's Confidential Information except in accordance with this Agreement. In the event that HIA wishes to disclose Employer's Confidential Information to one of its agents or subcontractors (including service providers), it may do so only if that agent or service provider has a need to know such Confidential Information in order for HIA to perform its obligations under this Agreement, and the agent, subcontractor, or service provider acknowledges that the Confidential Information is subject to protection hereunder. Information shall not be considered confidential under this Section that: (i) is publicly known prior to or after disclosure hereunder other than through acts or omissions attributable to the recipient or its employees or representatives; (ii) as demonstrated by prior written records, is already known to the recipient at the time of disclosure hereunder; (III) is disclosed in good faith to the recipient by a third party having a lawful right to do so; (iv) is the subject of written consent of the party which supplied such information authorizing disclosure; or(v) is required to be disclosed by law; provided that the recipient shall give the disclosing party reasonable notice in writing prior to disclosing such information in order to facilitate seeking a protective order or other appropriate remedy from the proper authority. Notwithstanding the foregoing, if the parties have previously executed an agreement concerning confidentiality and non-disclosure, and any of those terms directly conflict with the terms in this Section 5, the most restrictive and protective term will prevail. HIA shall have the right to communicate Employer use of the Software. B. Data Security. As noted in the EULA, which is attached as Appendix A to this Agreement, HIA has implemented and maintains an information security program that incorporates administrative, technical, and physical safeguards designed to ensure the security, confidentiality, and integrity of Personal Information (as defined below) in compliance with applicable laws, including without limitation the requirements contained in the Massachusetts Code of Regulations, 201 CMR Sections 17.00 et. seq. For purposes of this Agreement, the term "Personal Information" shall mean 1) information that is not lawfully available to the public 2) In any medium provided by Employer to HIA, or collected or processed by HIA on Employer's behalf, 3) that identifies or could reasonably be used to identify any natural person, including without limitation a person's first and last name or first initial and last name, in combination with one or more of the following: social security number or other third-party issued identifier such as a state identification number, driver's license number or passport number, and financial information, including credit card or bank account information. 5 SSA SUBSCRIPTION(041515) bJ 16.E.6.b Packet Pg. 1000 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 16 € 3 7. HIPAA Compliance. HIA agrees to comply with all applicable laws relating to the privacy, transmission and security of Individually identifiable personal data, including individually identifiable health care information and, to execute a Business Associate Agreement attached hereto as Exhibit"B." 8. Ownership of Data. All right, title and interest in the data used and/or submitted by Employer in connection with the Software ("Data') is owned by Employer and may not be used, disclosed, transferred, assigned, sold or published by HIA without Employer's prior, express, written permission. HIA will not publish or sell Data or Personal Information or employee-specific information or otherwise use any Data or Personal Information for any purpose other than as strictly necessary to provide the Software and services to Employer. 9. Indemnification. HA shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the intentionally wrongful conduct of NIA or anyone employed by HIA in the performance of this Agreement or damages resulting from any claim by any third party, including amounts incurred pursuant to resolution or settlement agreements with government agencies (cumulatively, each a Claim"), arising out of: (a) any material breach by HIA of Section 5 (Confidentiality) or Section 6 (Data Security), or (b) any determination that any of the Software or Services (or any portion thereof) infringes a third party's patents, or infringes or misappropriates, as applicable, such third party's copyrights, trademarks, trade secrets or other intellectual property or proprietary rights. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be 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. 9.1 The duty to defend under this Section 9 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the HIA, 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 HIA. HIA's obligation to indemnify and defend under this Section 9 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. 10. Non-Solicitation of Employees. During the term of this Agreement and for one (1) year thereafter, each party agrees that it will not induce or attempt to influence any employee, subcontractor, or agent of the other party to (1) terminate his/her or its relationship with the other party, or (2) enter into any employment or other business relationship with any other person firm or entity. 11. Independent Contractor. HIA is at all times an independent contractor and nothing in this Agreement is intended, or construed, to create between Employer and HIA an agency, Joint venture or partnership relationship, Except as specifically set forth herein, neither party may act on behalf of the other. 12. Insurance. At all times during the term of this Agreement, HIA will maintain insurance policies as set forth below, and will cause Employer to be named as an additional insured. 6 SSA SUBSCRIPTION(041515) 16.E.6.b Packet Pg. 1001 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 16E 3 Insurance shall be obtained from insurers authorized to transact the relevant type of insurance business in the state in which work Is to be performed, and shall have an A.M. Best rating of no less than "A-", and an A.M. Best Financial Size Category of at least VII, with at least the following provisions, coverages and limits: 9. Worker's Compensation Statutory limits in accordance with all applicable state and federal laws, applicable in states where work is to be performed: Employer's Liability Each accident 500,000 Disease (policy limit) 500,000 Disease (each employee) 500,000 2. Commercial General Liability (including Contractual Liability Insurance coverage based on the following minimum limits): General Aggregate 2,000,000 Products/Completed Operations Aggregate 2,000,000 Advertising Injury and Personal Injury Aggregate Limit $1,000,000 Each Occurrence 1,000,000 Medical Expenses 10,000 3. Umbrella liability (which shall be excess and following form with respect to underlying coverage requirements and limits, with a minimum limit of): Each Occurrence 3,000,000 Aggregate 3,000,000 4. Technology Errors & Omissions Liability. The definition of"professional services" under this policy shall cover the scope of work being performed under this Agreement. The policy shalt provide minimum limits of liability as follows: Each claim 3,000,000 Aggregate 3,000,000 13. IRS Reporting Only. If Employer has opted to use only the IRS reporting functions of the Software, Employer shall bear any and all liability associated with the determination of eligibility, affordability, and the compliance data it provides to HIA that is used in fulfilling IRS reporting data requirements. When reporting only is chosen, HIA is unable to audit employer data, and therefore must depend on and assume the correctness and accuracy of employer provided and determined compliance information critical to the IRS reports, including eligibility and affordability of offer of coverage. 14. Default. Failure by either party to perform as agreed upon in this Agreement shall be a default. Prior to initiating any legal action or termination of this Agreement, the non- defaulting party shall give written notice of the default to the other party. If the default Is not cured within ten (10) days of delivery of the notice, the non-defaulting party may, at its option, terminate this Agreement, including Employer's rights under the EULA. In the event of a failure to make payment when due, HIA may suspend and/or terminate service to 7 SSA SUBSCRIPTION(041515) 16.E.6.b Packet Pg. 1002 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 16E 3 Employer. Termination of this Agreement by HIA does not relieve Employer of the obligation to make immediate payment of all outstanding amounts owing to HIA by Employer. As set forth above, the County may terminate said agreement for cause. 15. Notices. Any notices given pursuant to this Agreement will be in writing, delivered to the addresses set forth below (unless change by notice) and will be effective upon receipt as documented via a return receipt or courier service. To Employer: Collier County 3311 Tamiami Trail E. Naples, FL 34112 Attn: Jeff Walker, Risk Management Director Telephone No: 239-252-8461 Facsimile No: 239-252-8048 To HIA: Contract Management HealthCare impact Associates, LLC Baker Technology Plaza 6121 Baker Road, Suite 104 Minnetonka, MN 55345 16. Modification of Agreement. Any modification of this Agreement shall be binding only if evidenced in writing, and signed by each party. 17. invalidity. Should any part of this Agreement for any reason be declared invalid, such declaration shall not affect the remaining portions of this Agreement, which shall remain in full force and effect as if this Agreement had been executed without the invalid portion thereof. 18. Headings. The division of this Agreement into sections and subparagraphs and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. 19. Assignment. The Agreement may not be assigned by either party without the prior express written consent of the other; such consent will not be unreasonably withheld. See Appendix A. 20. Force Maieure. Neither party shall be liable or deemed in default for any delay or failure in performance of any part of this Agreement to the extent that such delay or failure is caused by the occurrence of any event beyond the reasonable control of such party, including without limitation, fire, flood, strikes and other industrial disturbances, accident, embargo, act of the government, war, terrorism or national emergency requirement, act of God, act of the public enemy, electrical, internet, or telecommunication outage that is not caused by the obligated party. 21. Governing Law. This Agreement shall be governed in all respects by the laws of Florida without regard to its conflicts of laws rules, 22. Entire Agreement. This Agreement together with Exhibit A, Exhibit B and the Appendices hereto contains the entire agreement between the parties hereto and supersedes all prior 8 SSA SUBSCRIPTION(041515) 16.E.6.b Packet Pg. 1003 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 16E 3 agreements, arrangements, negotiations and understandings between the parties hereto relating to the subject matter hereof. 23. Counterparts. This Agreement may be executed in counterparts, delivered by facsimile transmission or as a .pdf attachment to an email. Signature Page to Follow) 9 SSA SUBSCRIPTION(041515) 16.E.6.b Packet Pg. 1004 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) I 3 IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: -\•01'..,.;,.R ; COLLIER COUNTY, FLORIDA Dwight E.,ttiooCleric'of Courts eJArce_By: By: Tim Nance, Chairman Dated: Ar', I SW t stpClialriian`s signature only. HealthCare Impact Associates, LLC UV1/1JZ By: riC't----:„T Signature First Witness TType/print witness name WfireiJS,v 5 rt7d% Typelprint signature aid titlet et1QS&c\ Second Witness ke1i 4 ieeVla n TType/print witness nameT Approved as to Form and Legality: 1 e)e4,4/1 te,+s County Attorney Print Name Attachments: Exhibit A— Proposal Exhibit B-Business Associate Agreement Appendix A—End User License Agreement Appendix B—Support and Service Level Agreement Appendix C—Employer Data Form 10 SSA SUBSCRIPTION(041515) 16.E.6.b Packet Pg. 1005 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) I 6 E 3 EXHIBIT"B" EQUIF'AX INC. SECRETARY'S CERTIFICATE June 13,2022 The undersigned, being a duly elected and qualified Assistant Secretary of Equifax Inc., a corporation organized and in good legal standing under the laws of the State of Georgia(the"Company"), hereby certifies that he or she is authorized to execute and deliver this certificate in the name and on behalf of the Company,and not in his or her personal capacity,and hereby certifies as follows: I. Equifax Funding LLC, a Georgia limited liability company ("Equifax Funding"), is a direct, whollyowned subsidiary of the Company. 2. On May 1, 2022, TALX Corporation, a Missouri corporation and an indirect, wholly-owned subsidiary of the Company ("TALX"), was converted from a Missouri corporation to a Missouri limited liability company under the name of Equifax Workforce Solutions LLC("EWS LLC"). 3. On August 9, 2021, the Company acquired 100% of the issued and outstanding limited partner interests of HealthC tire Impact Associates,L.P.d/b/a Health e(fx),a Minnesota limited partnership HIA LP") and Equifax Funding acquired 100% of the issued and outstanding general partner interests of IRA LP(the"Acquisition"), 4. Following the Acquisition, HIA LP was converted from a Minnesota limited partnership to a Minnesota limited liability company under the name of Healthcare Impact Associates II LLC("HIA LLC").Equifax Funding and TALX were the initial members of HIA LLC. 5. The membership interests of HIA LLC initially held by Equifax Funding were then transferred to TALX,with TALX becoming the sole member of HIA LLC, 6, By virtue of the conversion of TALX into EWS LLC,HIA LLC is now a direct, wholly-owned subsidiary of EWS LLC. 7, The following individual holds the position set forth opposite her name with the Employer Services and Talent Solutions division of the Workforce Solutions business unit of the Company: Name .. Position .:. . . ...... ... Rhona Parry General Manager ACA,Workforce Solutions Employer Services and Talent Solutions 8. By virtue of her executive position with the Company,the above-named individual has the authority to execute contractual commitments with customers on behalf of EWS LLC. Signature page follows) 16.E.6.b Packet Pg. 1006 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 16E 3 IN WITNESS WHEREOF, the undersigned has executed this Certificate on this 13th day of June, 2022, By: Name: Lisa Stockard Title:Assistant Secretary 4 16.E.6.b Packet Pg. 1007 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 1 6 E 3 . Collier County Government Interim Agreement Report 2022-12-29 Created: 2022-12-29 By: Contract Operations(contractoperations@equifax.com) Status: Out for Signature Transaction ID: CBJCHBCAABAAf4ULWRechSCRyNOyOToneMCQWMtL8kLK Agreement History Agreement history is the list of the events that have impacted the status of the agreement prior to the final signature.A final audit report will be generated when the agreement is complete. Collier County Government" History t Document created by Contract Operations (contractoperations@equifax.com) 2022-12-29-3:16:01 PM GMT C'-. Document emailed to rhona.parry@equifax.com for signature 2022-12-29-3:17:57 PM GMT t Email viewed by rhona.parry@equifax.com 2022-12-29-3:36:42 PM GMT 60 Signer rhona.parry@equifax.com entered name at signing as Rhona Parry 2022-12-29-4:11:31 PM GMT Ao Document e-signed by Rhona Parry(rhona.parry@equifax.com) Signature Date:2022-12-29-4:11:33 PM GMT-Time Source:server C`. Document emailed to Katie Shasserre (katie.shasserre@equifax.com)for signature 2022-12-29-4:11:35 PM GMT 60 Document e-signed by Katie Shasserre (katie.shasserre@equifax.com) Signature Date:2022-12-29-4:41:06 PM GMT-Time Source:server El; Document emailed to lusia.meeker@equifax.com for signature 2022-12-29-4:41:07 PM GMT 5 Email viewed by lusia.meeker@equifax.com 2022-12-29-4:41:10 PM GMT E© Email sent to lusia.meeker@equifax.com bounced and could not be delivered 2022-12-29-4:43:45 PM GMT vowed by EgVIFAX Adobe Acrobat Sign 16.E.6.b Packet Pg. 1008 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) i6' E 3 ACOREP CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 01/04/2023 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 have ADDITIONAL INSURED provisions or 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 CONTACT MARSH USA,INC. NAME: PHONE TWO ALLIANCE CENTER INC.No.Ext): FAX No): 3560 LENOX ROAD,SUITE 2400 E-MAIL ATLANTA,GA 30326 ADDRESS: Attn:Atlanta.CertRequest@marsh.com/Fax:212-948-4321 INSURER(S)AFFORDING COVERAGE NAIC# CN101920890-Healt-XSe&o-22-23 INSURER A:The Travelers Indemnity Company 25658 INSURED INSURER B:Travelers Property Casualty Company Of America 25674EquifaxInc.&All Subsidiaries Healthcare Impact Associates,LLC dba:Health e(fx)INSURER c:Travelers Indemnity Co Of America 25666 1550 Peachtree Street NW INSURER D:Syndicates 2623/623 at Lloyd's 37540 Atlanta,GA 30309 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: ATL-005525438-01 REVISION NUMBER: 5 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 TYPE OF INSURANCE INSDDDL SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITSMMIDD/YYYY) (MMIDD/YYYY) C X COMMERCIAL GENERAL LIABILITY GLSA-8741P758-TIA-22 05/01/2022 05/01/2023 EACH OCCURRENCE 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED 1,000,000PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: B AUTOMOBILE LIABILITY CAP8F9978191ND22 05/01/2022 05/01/2023 COMBINED SINGLE LIMIT $ 1,000,000Eaaccident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY Per accident $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident) B X UMBRELLA LIAB X OCCUR CUP9P5295852213 05/01/2022 05/01/2023 3,000,000EACHOCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE 3,000,000 DED RETENTION$ C WORKERS COMPENSATION UB-7R071781-22-51-K(AOS) 05/01/2022 05/01/2023 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER A ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N UB-7R024282-22-51-R(AZ,MA,W) 05I01I2022 05I01I2023 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N N/A Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000DESCRIPTIONOFOPERATIONSbelowE.L.DISEASE-POLICY LIMIT $ D Professional Liability/Cyber W20485221101 12/15/2022 12/15/2023 Primary Limit 15,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners in Collier County,OR,Collier County Governement,OR Collier County are included as additional insured on the general liability and auto liability policies where required by written contract. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION Collier County Board of County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Commissioners THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamiami Trail E. ACCORDANCE WITH THE POLICY PROVISIONS. Naples,FL 34112 AUTHORIZED REPRESENTATIVE 7741,Zai L. rg e7l2C. 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 16.E.6.b Packet Pg. 1009 Attachment: 15-6505 Equifax_Assumption_FullyExecuted (26385 : Affordable Care Act Reporting and Employment Verification Service) 16.E.6.c Packet Pg. 1010 Attachment: 15-6505COI_Equifax_Updated (26385 : Affordable Care Act Reporting and Employment Verification Service)