Backup Documents 02/10/2026 Item #16E 3 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 E 3
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE :. -
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.
** 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 routin lines#1 through#2,complete the checklist,and forward to the County Attomey Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2. (Enter your Dept here)
3. County Attorney Office County Attorney Office aln)a46
4. BCC Office Board of County pK by MB
Commissioners [s] Z//ttfzj
5. Minutes and Records Clerk of Court's Office
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 iMediden Bird Phone Number 2939
Contact/Department Di titre de c4 Cr Le2_
Agenda Date Item was Agenda Item Number
Approved by the BCC 2/10/26 16E3
Type of Document(s) Number of Original
Attached A j f eedn.e.1'l Documents Attached
PO number or account
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
I. Does the document require the chairman's signature?(stamped unless otherwise stated) MB
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 legality. (All documents to be signed by MB
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 MB
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 MB
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 MB
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 uploaded to the
agenda. 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 zfto and all changes made during N/A is not
the meeting have been incorporated in the attached document. The County Attorney an option for
Office has reviewed the changes, if applicable. r'j _this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC, all changes directed by the BCC have been made,and the document is ready for the b an option for
Chairman's signature. riI' this line,,
Please email an additional copy to
l:Forms/County Forms/BC Madison.Bird@Collier.gov 1.26.05;2.24.05; 11/30/12;4/22/16;9/10/21
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AGREEMENT#25-8397
For Comprehensive Clinic and Wellness Service
THIS AGREEMENT, made and entered into on this day of ► et"-V ACt/� 2026, by and
between Quad/Med,LLC,a Wisconsin limited liability company,whose business address is 227N6103 Sussex
Road, Sussex, WI 53089, doing business in Florida via its related entity known as Medical Care Innovation P.
Corp. (referred
r f rred to herein as"QuadMed") and Collier County, a political subdivision of the State of Florida(the
):
RECITALS:
'WHEREAS,the County maintains operations as a governmental agency at facilities situated throughout
Collier County,Florida;and
WHEREAS, QuadMed resources and manages health care operations and will provide or procure the
provision of health care and wellness services to eligible individuals as defined and directed by County;and
WHEREAS, the County desires to provide eligible individuals (employees and dependents, also
collectively referred to as the"Participants"herein), as further defined in this Agreement, with access to health
and wellness related services("Services")managed by QuadMed as mutually agreed upon by the Parties and set
forth in this Agreement,as may be amended from time to time;and
WHEREAS, the County desires to contract with QuadMed to provide the implementation and
management of the Services and to provide and/or procure the primary care services and other specified health
care and wellness and related program services for the County's Participants as set forth in more detail in this
Agreement.
NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein, and the
mutual promises and agreements contained in this Agreement,the Parties agree as follows:
1. COMMENCEMENT. QuadMed shall commence the Services based on the date established in the Notice
to Proceed,in the form of a letter from the County's Contract Administrator,no less than ninety(90)days
prior to the expiration of the agreement with the current provider, and no sooner than ninety (90) days
following the effective date of this Agreement.
2. CONTRACT TERM. The Agreement shall be for an initial five year period,commencing upon the date
established in the Notice to Proceed and terminating five years from that date. All items identified as"state
as PEPM"prices on the attached Exhibit C for the Services shall remain firm for the initial five-year term
of the Agreement. The County may, at its discretion and with the consent of QuadMed, renew the
Agreement under all of the terms and conditions contained in this Agreement for five additional one-year
renewal periods, except that the Parties may re-negotiate an increase of the fees/rates referenced in this
paragraph based upon resorting to objective based data dependent upon the most recent 12-month
Consumer Price Index for all Urban Consumers (CPI-U) for the Miami-Ft. Lauderdale area, prior to the
commencement of each renewal period. The County shall give QuadMed written notice of the County's
intention to renew the Agreement term not less than one hundred and twenty(120)days prior to the end of
the Agreement term then in effect.
3, STATEMENT OF WORK. QuadMed shall provide the Services at a health clinic site(referred to herein
as"The Med Center"or generically as the clinic) in accordance with the terms, conditions and Detailed
Scope of Work of Request for Proposal("RFP")#25-8397,Comprehensive Clinic and Wellness Services,
QuadMed's proposal,which is incorporated by reference herein,Exhibit"A,"Detailed Scope of Work,and
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Exhibit"B,"the Addendum to the Detailed Scope of Work, attached herein and made an integral part of
this Agreement. This Agreement contains the entire understanding between the Parties and any
modifications to this Agreement and the Statement of Work shall be mutually agreed upon in writing by
the Parties,in compliance with the County's Procurement Ordinance and its Purchasing Procedures in effect
at the time such services are authorized.
4. COMPENSATION. The County shall pay QuadMed for the performance of this Agreement each month
in accordance with Exhibit C, QuadMed's Pricing Sheet, attached herein and incorporated by reference.
Payment will be made upon receipt of a proper invoice and upon approval by the Contract Administrator
or its designee,and in compliance with Chapter 218,Fla.Stats.,otherwise known as the"Local Government
Prompt Payment Act." As noted in Exhibit C,QuadMed's$15,000 Implementation Fee(to coordinate the
transfer of the Services from the County's existing vendor to QuadMed and such similar activities), shall
be paid in three equal payments of$5,000 upon receipt from QuadMed of an invoice reflecting that the one-
third(1/3)portion of the fee has been performed. Other than for the Implementation Fee,QuadMed shall
begin submitting invoices as referenced in this paragraph no sooner than thirty (30) days following
commencement of Services as referenced in the above paragraph one (I), titled, "Commencement."
Payments under this Agreement shall not occur more than once monthly,unless compliance with Florida's
prompt payment requirements compel otherwise.
4.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of
invoices submitted for the date of services.Any submission of invoices more than six(6)months after the
termination of the Agreement shall be subject to non-payment as untimely submitted.Time shall be deemed
of the essence with respect to the timely submission of invoices under this Agreement.
5. SALES TAX. QuadMed shall pay all sales,consumer,use and other similar taxes associated with the Work
or portions thereof,which are applicable during the performance of the Work. Collier County,Florida as a
political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors
under Chapter 212,Florida Statutes, Certificate of Exemption#85-8015966531C-2.
6. NOTICES. All notices or demands under this Agreement must be in writing and must be served personally
or by overnight carrier or by registered or certified mail, return receipt request, addressed to either Party at
its address set forth below or to such other address or Party as may be provided in writing for this purpose:
If to QuadMed:
Quad/Med, LLC
Attn: CEO
W227N6103 Sussex Road
Sussex,WI 53089
With a Copy to:
Quad/Graphics,Inc.
Attn: Legal Department
N61 W23044 Harry's Way
Sussex,WI 53089
If to County:
Collier County Human Resources Division
Attn: Sonja Sweet,Group Insurance Manager
3311 East Tamiami Trail
Naples, Florida 34112
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7. RELATIONSHIP OF THE PARTIES.
A. Independent Contractors. The County and QuadMed are independent contractors,and as such
they will remain professionally and economically independent of the other. QuadMed and the County are
not,and will not be deemed to be,joint venturers,partners,or employees of each other. Neither Party have
any authority to bind the other. Except as permitted under this Agreement,the County will not intrude upon
the business operations of QuadMed,nor otherwise control or direct the methods by which QuadMed will
perform its duties and obligations arising hereunder. For purposes of compliance with Privacy Laws,except
as provided herein, the County will not be allowed in any restricted or non-public areas of The Med
Center/QuadMed's facilities without the express permission from QuadMed.
B. No Withholding. The Parties acknowledge and agree that the County will not withhold from the
payments to QuadMed due under this Agreement any sums for income tax,unemployment insurance,social
security or any other withholding. QuadMed shall have no responsibility or liability for any federal, state,
or local tax obligations of the County or its health plan,and nothing in this Agreement shall be construed to
require QuadMed to prepare, support, or assume responsibility for any tax filings, reports, or related
compliance obligations of the County or its health plan.
C. Exclusivity. Unless otherwise agreed by the Parties,QuadMed will have the sole and exclusive
right to provide and/or procure the professional and management Primary Care Services for The Med Center
during the term of this Agreement. The Parties acknowledge and agree that QuadMed may not directly
provide the primary care or other related healthcare services but rather may sub-contract the Services to a
sub-provider that will provide the healthcare and wellness services subject to QuadMed's management of
the provision of those Services. In such instances, QuadMed will provide the County with the names and
backgrounds/experience of the personnel assist to provide the Services, as well as identifying the
subcontracted entity supplying the personnel to provide the Services.
D. Agency. The Parties acknowledge and agree that, in certain states, QuadMed will not provide
the primary care or other related healthcare services and, in such states, QuadMed may contract with a
properly qualified Provider to provide agency services whereby QuadMed may act as a Client's agent and
on Client's behalf for the purpose of procuring the primary care services from one or more professional
associations,professional corporations,or independent contractors("Provider").
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 QuadMed. The County will not be obligated to pay for any
permits obtained by any sub-providers or sub-consultants provided by QuadMed.
Payment for any such permits issued by the County shall be processed internally by the County. All non-
County permits necessary for the provision of the Services shall be procured and paid for by QuadMed.
QuadMed shall also be solely responsible for payment of any and all taxes levied on QuadMed. In addition,
QuadMed shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the
United States Government now in force or hereafter adopted. QuadMed agrees to comply with all laws
governing the responsibility of an employer with respect to persons employed by QuadMed.
9. NO IMPROPER USE. QuadMed 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 QuadMed or if the County or its authorized representative shall deem any conduct on the part of
QuadMed to be objectionable or improper, the County shall have the right to suspend the contract of
QuadMed. Should QuadMed 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 shall continue until the violation is cured. QuadMed further agrees not to commence operation
during the suspension period until the violation has been corrected to the satisfaction of the County.
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10. TERMINATION. In the event of a material breach by one Party,the non-breaching Party may terminate
this Agreement to the extent such breach is not cured within thirty(30)days after the non-breaching Party
provides written notice of its intent to terminate the Agreement due to the breach,or if such breach cannot
be reasonably cured within thirty(30)days,the cure has not been diligently commenced within such thirty
(30)day period and has not been completed within sixty(60)days. Further,the County may terminate this
Agreement for convenience with a one hundred and twenty(120) day written notice.
In the event that the County terminates this Agreement, QuadMed's recovery against the County shall be
limited to that portion of the Contract Amount earned through the date of termination. QuadMed 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.
A. Termination Upon Leaal Prohibition of Relationship. In the event that any federal,Florida,or local
law or regulation prohibits the relationship of the Parties as presently structured under the Agreement,
the Parties will make a good faith effort to alter their relationship and modify this Agreement to the
minimum extent necessary to comply with such newly enacted law or regulation. If,after diligent good
faith efforts, the Parties are unable to mutually agree within ninety(90)days upon such modification,
or if such modification is not legally possible, then the Agreement may be terminated by either Party
upon ninety(90)days prior written notice.
B. Termination Upon Expiration of Lease Space. In the event that the lease Space for The Med Center
expires or terminates for any or no reason, QuadMed may at its option,terminate the Agreement with
the County in its entirety upon one hundred and twenty(120) days prior written notice. If QuadMed
does not elect to terminate, then QuadMed shall proceed with all due diligence to locate and secure
alternative Space to relocate The Med Center. The Parties acknowledge that some or all of The Med
Center's Services may be suspended during any such transition period and shall collaborate in good
faith on an implementation workplan, timeline, adjustment in writing of pricing and budget-related
concerns, and protocols for The Med Center space relocation.
C. Effect of Termination. Upon the expiration or termination of the Agreement,the Parties will be subject
to the terms and conditions set forth in this Section,subject to any survival provisions set forth elsewhere
in the Agreement. Upon such expiration or termination of the Agreement, the Parties agree to work
collaboratively and in good faith to provide for a winding down of the Services and to facilitate a
transition to a successor provider of the Services, if applicable.
11. NO DISCRIMINATION. QuadMed agrees that there shall be no discrimination as to race, sex, color,
creed or national origin,or other protected categories in its provision of the Services for the County.
12. INSURANCE. QuadMed shall provide insurance under the Agreement as follows:
A. Commercial General Liability: Coverage shall have minimum limits of one million dollars
($1,000,000) per occurrence, two million dollars ($2,000,000) aggregate for Bodily Injury Liability and
Property Damage Liability. This shall include Premises and Operations; Independent Providers; Products
and Completed Operations and Contractual Liability.
B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance
with the applicable state and federal laws.
The coverage must include Employers'Liability with a minimum limit of one million dollars($1,000,000)
for each occurrence,one million dollars($1,000,000)per employee for bodily injury caused by disease,and
one million dollars($1,000,000) aggregate.
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C. Professional Liability— Medical Malpractice: Shall be maintained by QuadMed to ensure its legal
liability for claims arising out of the performance of professional services under this Agreement. Such
insurance shall have limits of not less than one million dollars($1,000,000)each claim and in the aggregate.
D. Cyber Liability: Cyber Liability insurance coverage shall be maintained by QuadMed in the amount
of$1,000,000 Per Occurrence and$3,000,000 in the aggregate.
Special Requirements: Collier County Government shall be listed as the Certificate Holder and included
as an Additional Insured on the QuadMed's Comprehensive General Liability Policy.
Current,valid insurance policies meeting the requirement herein identified shall be maintained by QuadMed
during the duration of this Agreement.QuadMed shall provide County with certificates of insurance meeting
the required insurance provisions.Renewal certificates shall be sent to the County within a reasonable time
prior to the expiration date. Coverage afforded by QuadMed under the policies shall not be canceled or
allowed to expire until the greater of: providing the County with thirty(30)days prior written notice, or in
accordance with policy provisions.QuadMed 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 QuadMed from its insurer, and nothing contained herein shall relieve
QuadMed of this requirement to provide notice.
Any Party hereto may obtain for its own account, and solely at its own expense, any additional insurance
not required under this Agreement.
13. INDEMNIFICATION AND LIMITATION OF LIABILITY. To the maximum extent permitted by
Florida law,QuadMed shall indemnify and hold harmless the 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, from any and all third-party claims for personal injury or death or property damage to the
extent directly resulting from the negligence or willful misconduct of QuadMed or anyone employed or
j contracted by QuadMed 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.
QuadMed shall have no indemnity obligation, as stated above, for any incident arising from the sole
negligence of the County.
j Subject to the limits of its sovereign immunity under Florida Statutes, Section 768.28, the County shall
defend, indemnify and hold harmless QuadMed and its parent entities, subsidiaries, affiliates and their
directors, officers, and employees from any and all liabilities, damages, losses and costs, including, but not
limited to, reasonable attorneys' fees and paralegals' fees, from any and all third-party claims for personal
injury or death or property damage to the extent directly resulting from the negligence or willful misconduct
of the County or anyone employed or contracted by the County in the performance of this Agreement. This
indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies
which otherwise may be available to an indemnified party or person described in this paragraph.
The 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 QuadMed,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 QuadMed. QuadMed'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.
Notwithstanding any other provisions of this Agreement to the contrary, the liability of QuadMed to the
County arising out of or related to this Agreement, whether due to negligence, breach of contract, or any
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other claim at law or equity, will not exceed the amounts paid to QuadMed pursuant to this Agreement in
the twelve (12) month period preceding the event giving rise to the liability. IN NO EVENT WILL
QUADMED BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING,WITHOUT LIMITATION, LOST SALES OR PROFITS.
14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by
the Human Resources Division.
15. CONFLICT OF INTEREST. QuadMed 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. QuadMed further represents that no persons having any such interest shall be employed
to perform those services.
16. COMPONENT PARTS OF THIS CONTRACT. This Agreement consists of the following component
parts, all of which are as fully a part of the contract and incorporated by reference as if herein set out
verbatim: QuadMed's Proposal, QuadMed's Insurance Certificate, Request for Proposal ("RFP") # 25-
8397, Exhibit A, Detailed Scope of Work, Exhibit B,Addendum to Detailed Scope of Work, Exhibit C,
QuadMed's Pricing Sheet,Exhibit D,Business Associate Agreement,Exhibit E,Anti-Human Trafficking
Affidavit,and Exhibit F, Performance Guarantees(collectively,the"Contract Documents').
17. SUBJECT TO APPROPRIATION.It is further understood and agreed by and between the Parties herein
that this Agreement is subject to appropriation by the Collier County Board of County Commissioners.
18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or
give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County
employee,as set forth in Chapter 112,Part III,Florida Statutes,Collier County Ethics Ordinance No.2004-
05,as amended,and County Administrative Procedure 5311. Violation of this provision may result in one
or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the
firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or
firm from doing business with the County for a specified period of time, including but not limited to:
submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual
and/or firm for cause.
19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, QuadMed 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,as well as the
requirements set forth in Florida Statute,§448.095;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,if applicable,including specifically those contractual requirements at F.S.
§ 119.0701(2)(a)-(b)as stated as follows:
IT IS THE CONTRACTOR'S ("QuadMed") DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS
CONTRACT. IF THE CONTRACTOR HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, IT SHOULD CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
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Division of Communications, Government and
Public Affairs 3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239)252-8999
Email: PublicRecordRequest(a colliercountyfl.2ov
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.
4. Upon completion of the contract,transfer, at no cost,to the public agency all public
records in possession of the Contractor or keep and maintain public records required
by the public agency to perform the service. If the Contractor transfers all public
records to the public agency upon completion of the contract, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the Contractor keeps and maintains public
records upon completion of the contract, the Contractor shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to the public agency, upon request from the public agency's custodian of
public records, in a format that is compatible with the information technology
systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith,it shall
promptly notify the County in writing. Failure by the Contractor to comply with the
laws referenced herein shall constitute a breach of this Agreement and the County
shall have the discretion to unilaterally terminate this Agreement immediately.
20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and
agrees to QuadMed extending the pricing, terms and conditions of RFP 25-8397 and this Agreement to
other governmental entities at QuadMed's discretion.
21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise
unenforceable, in whole or in part,the remaining portion of this Agreement shall remain in effect.
22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement
in compliance with the Collier County Procurement Ordinance and Purchasing Procedures,with the consent
of both Parties memorialized in a written amendment to the Agreement.
23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement
to resolve disputes between the Parties,the Parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of QuadMed 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
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dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida.
The mediation shall be attended by representatives of QuadMed 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.
24. KEY PERSONNEL/CONTRACT STAFFING: QuadMed will ensure that all personnel assigned to this.
project (including any individuals designated by the Parties as "Key Personnel") possess the necessary
expertise and qualifications for their roles.The specific Key Personnel for this project,if any, shall be those
individuals or positions mutually agreed upon in writing by the Parties as critical to the project's
performance (for example, identified by name or title in an exhibit or subsequent Amendment to this
Agreement).QuadMed shall assign and maintain an adequate number of qualified personnel,as determined
in QuadMed's discretion, to perform the Services in a timely manner, with each such person devoting
sufficient time to meet all applicable deadlines and service requirements. QuadMed will not remove or
replace any designated Key Personnel except by providing a substitute with qualifications and experience
that are substantially equivalent or superior to those of the individual being replaced,and giving the County
written notice of the change as far in advance as practicable(and in any event within seven(7) days after
the change). QuadMed will consider in good faith any input the County may provide regarding proposed
replacement personnel.Notwithstanding the foregoing, all decisions regarding the staffing and assignment
of QuadMed's personnel for the project shall remain within QuadMed's sole discretion.
25. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the
Contract Documents,the terms of the RFP and/or QuadMed's Proposal,the terms of this Agreement shall
take precedence.
26. CONFIDENTIALITY. The Parties expressly acknowledge that during the course of this Agreement,each
Party,its affiliates,and their respective directors,officers,employees,and agents,may have access to trade
secrets,proprietary information,personally identifiable information,and confidential information regarding
the other Party,the providers assigned by QuadMed,the other Party's business,and/or the jointly conducted
activities of the Parties including, but not limited to, patient volumes, ideas, know-how, technology,
inventions, business plans, strategic plans, marketing plans, policies, processes, and methods of doing
business,and other non-public information(the"Confidential Information"). The Parties expressly agree
that both during the term of this Agreement, and after termination, each Party, its affiliates, and their
respective directors,officers,employees,and agents will hold any and all Confidential Information in strict
confidence and will protect and preserve the confidential and proprietary nature of all Confidential
Information with the same degree of care used by the receiving Party to protect its own information of a
like nature,and in all events using reasonable care.Neither Party will disclose Confidential Information to
any of its affiliates,directors,officers,employees,and agents unless such person has(i)a bona fide need to
know the information to facilitate the purpose of this Agreement and(ii)been informed of the confidentiality
obligations hereunder. Each Party will be responsible for any breach of this Agreement by any of its
respective affiliates, directors, officers, employees, and agents. Neither Party will disclose Confidential
Information to any other third-party without the express prior written consent of the other Party. The
confidentiality obligations set forth in this Section will not apply to information that the receiving Party
demonstrates by contemporaneous written records: (i) was publicly available at the time of disclosure by
the disclosing Party or became publicly available other than as a result of any act or omission on the part of
the receiving Party;or(ii)was legally disclosed to receiving Party by a third-party that owes no obligation
of confidentiality to the disclosing Party or its affiliates or to the providers or their affiliates, or (iii) is
developed by the receiving Party independently without reference to the Confidential Information; or(iv)
is subject to disclosure as a Public Record under the Florida Public Records Act,Florida Statutes, Chapter
119. Each Party shall comply with all applicable law and regulations concerning confidentiality of all
medical records. The provisions of this Section shall survive the termination of this Agreement.The Parties
understand and acknowledge and agree that in the event of a breach or threatened breach of the promises in
this Section, the other Party will suffer irreparable injury for which there may be no adequate remedy at
law. Such other Party will therefore be entitled to seek injunctive or equitable relief from the courts without
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bond to enjoin the Party allegedly committing the breach from engaging in activities in breach of this
Agreement.
27. OWNERSHIP OF INTELLECTUAL PROPERTY,MARKS AND DATA.
A.Intellectual Property. The Parties acknowledge and agree that any and all data, materials, and
documentation originating with each Party, including any and all policies,procedures, data, documentation
or other administrative materials, shall be owned by that Party. Any data, materials and documentation
prepared by QuadMed in the day-to-day management and operation of The Med Center pursuant to this
Agreement shall be owned by QuadMed,and may be confidential unless such documents are exempt public
records under the Florida Public Records Act. QuadMed and the County may jointly develop materials(the
"Jointly Developed Materials"); in such instances,they shall both own the materials and grant the other a
perpetual, irrevocable, fully paid up, non-exclusive, non-transferable, limited license to use the Jointly
Developed Materials and such license to use the Jointly Developed Materials will survive termination of this
Agreement.
B. Marks. Any and all trademarks,service marks,trade names,logos,or other identifiers owned or licensed
by QuadMed that QuadMed uses in connection with its Services or the Software (the "Marks") are at all
times and shall remain the exclusive property of QuadMed. Nothing contained herein shall be deemed to
give the County any right,title,or interest in any of the Marks.Nothing contained herein shall be deemed to
give QuadMed any right, title or interest in any of the County's trademarks, service marks, trade names,
logos or other identifiers owned or licensed by the County.
C.Data. The Parties acknowledge that QuadMed, in its capacity as a HIPAA covered entity, generates,
receives,and maintains data and information arising from its rendering of medical care and related Services
under this Agreement, and, to the extent permissible under applicable law, all such data and information •
generated by QuadMed in connection with the provision of the Services (`QuadMed Data') shall be and
remain the exclusive property of QuadMed, regardless of the form in which such data is maintained. The
County's Health Plan is likewise recognized as a HIPAA covered entity,and QuadMed shall disclose to the
Health Plan,and to the County's designated analytics vendor,Community Health Partners(`CHP'),on behalf
of the Health Plan, such information—including Protected Health Information—as is expressly permitted
under HIPAA, the Business Associate Agreement, and other applicable law, including through the weekly
data feed authorized by the County for plan administration and health care operations purposes. Nothing in
this Agreement shall be construed to transfer ownership of QuadMed Data to the County or its Health Plan,
nor to limit QuadMed's rights to use, analyze,de-identify,or aggregate QuadMed Data for lawful purposes,
provided that any disclosure to the County's Health Plan or CHP shall comply with HIPAA, the Business
Associate Agreement,and all applicable privacy requirements.
With response to the biometric and lab data accumulated as a result of the County's wellness program (as
compared to the data generated by QuadMed while providing services at the Med Center), QuadMed must
provide a nightly data file to CHP containing the individual testing results by member/Participant identifier.
To the extent allowed by law, the County and QuadMed shall each be entitled to use, analyze, de-identify,
or aggregate the biometric and lab data for any lawful purpose, and subject to complying with HIPAA, and
all other applicable privacy requirements.
28. GENERAL PROVISIONS.
A. Exhibits. The attached Exhibits constitute a material part of this Agreement and are to be construed as
incorporated in this Agreement and are made a part hereof. In the event of a conflict between the terms of
this Agreement and the terms of an Exhibit,the terms of the Agreement will prevail.
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B. Subject Headings. The subject headings of the sections of this Agreement are included for purposes of
convenience only, and will not affect the construction or interpretation of any of the provisions of this
Agreement.
C. Compliance with Law. Each Party agrees to comply with all applicable laws and regulations,including,
without limitation, HIPAA. To that end, the Parties will enter into the Business Associate Agreement
("BAA")attached as Exhibit"D"to protect and keep confidential protected health information("PHI")and
electronic PHI under HIPAA and the regulations promulgated thereunder. To the extent, that QuadMed
engages other vendors/service providers to provide the Services,or interests with persons or entities working
on behalf of or for the benefit of the County, it may enter into its own BAA with such providers so long as
QuadMed's BAA provides the same level of protection of the PHI. Nothing in this Agreement will be
construed to require QuadMed to take any actions in violation of any applicable federal or state laws or
regulations or to disclose any information in violation of HIPAA or other applicable law.
D. Non-Solicitation. Unless otherwise mutually agreed to in writing by the Parties,the County agrees that
during the term of this Agreement and for a period of twelve (12) months after the termination of this
Agreement,the County will not directly recruit,hire,or attempt to recruit or hire any employee or contractor
of QuadMed, including employees or contractors who worked at or provided Services onsite at The Med
Center. The provisions of this Section shall survive the termination of this Agreement.
E. Parties. Nothing in this Agreement, whether express or implied, is intended to confer any rights or
remedies on any person other than the Parties to it and their respective successors and assigns;nor is anything
in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any Party
to this Agreement.
F. Binding Agreement; Assignment; Subcontracting. This Agreement will be binding upon, and will
inure to the benefit of,the Parties and their respective legal representatives,successors and assigns. No Party
rh'
may assign this Agreement without the prior written consent of the other Party; provided, however, that
notwithstanding the foregoing,QuadMed will have the right to assign this Agreement,or its rights and duties
under this Agreement,to a company that owns a majority interest in QuadMed, an affiliate, or to a wholly
owned subsidiary corporation or company, with advance notice to the County. If QuadMed assigns this
Agreement it shall require that its assignee be bound to it and to assume toward all of the obligations and
responsibilities that QuadMed has assumed toward the County.
QuadMed will have the right to subcontract with any other Parties, including affiliates or subsidiaries of
QuadMed, for the performance of various aspects of its obligations hereunder but shall not be allowed to
charge the County any overhead on services provided by an affiliate or subsidiary under this Agreement.
G. Entire Agreement;Amendment. This Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter contained herein, and this Agreement supersedes all prior and
contemporaneous agreements, representations and understandings of the Parties that relate to the subject
matter of this Agreement. No supplement, amendment or modification of this Agreement will be binding
unless executed in writing by all of the Parties. Any subsequent agreement, exhibit, schedule, proposal, or
statement of work relating to the subject matter hereof shall be subject to this Agreement.
H. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Florida.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 and for Collier County,Florida,
which courts have sole and exclusive jurisdiction on all such matters.
I. Equitable Relief. The Parties agree that the remedy at law may be inadequate for a breach of certain
provisions of this Agreement. The Parties further agree that either Party may be entitled to an injunction and
any other appropriate equitable relief to enforce its rights. Such remedies will be in addition to any and all
other remedies which such Party may have.
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J. No Waiver. A Party's waiver of a breach of any provision of this Agreement does not waive any
subsequent breach by the other Party, nor does a Party's failure to take action against any other similarly
situated third-party for similar breaches operate as a waiver by such Party of a breach.
K. Severability. If any of the provisions,or portions thereof,of this Agreement are held to be unenforceable
or invalid by any court of competent jurisdiction,the validity and enforceability of the remaining provisions,
or portions thereof,will not be affected.
L. Contingency Planning. The Services which are the subject of this Agreement require collaboration
between the Parties. Each Party commits to the other to collaborate in response to any material disruption in
its business that impacts the Services.Each Party will use diligent efforts to resume operations promptly after
the occurrence of any event that materially disrupts the Services and/or such Party's operations.A Party shall
not be considered in breach of this Agreement or otherwise penalized to the extent that the failure to perform
is caused by any act or omission of the other Party or any Force Majeure event."Force Majeure"event means
acts of God, fire, explosion, terrorism, serious civil disorder, war, hostilities and embargos, pandemic, or
other declared public health emergency, and where any such events cannot be reasonably be mitigated
through the implementation of a disaster recovery or crisis management plan without additional cost(unless
the Parties mutually agree to a budget adjustment to cover the additional cost). A Force Majeure event does
not include changes in market conditions, insufficiency of funds, unavailability of equipment or supplies or
strikes,work-to-rule actions,go-slows or similar labor difficulties involving a Party.
M. Warranties. QuadMed represents and warrants that all Services to be provided by QuadMed under
Agreement will be performed in a professional, competent, and timely manner by appropriately qualified
personnel in accordance with the provisions of this Agreement and consistent with professional medical
quality and ethical standards prevailing in the community.County acknowledges and agrees that QuadMed •
is not providing legal or health benefits advice relating to benefits plan design, billing matters, HSAs, or
coordination of benefits with other benefits plans. QuadMed makes no representation regarding the impact
any waiver of copayments or the waiver of any other amounts for Services may have on any benefit plan of
County, and QuadMed shall not be liable for any such impact or for any other implications to County or a
benefits plan or other health services payment program under any applicable law.
Remainder of page intentionally left blank
Page 11 of 44
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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.
ATTEST: BOARD OF COUNTY COMMISSIONERS
Crystal K. Kinzel, Clerk of Courts COLLIER COUNTY, FLORIDA
&Comptroller
•
.- . . B , •140 a, By:
w' Dan Kowal, Chairman
'U ted /q/Z(v
• • td^j QUAD/MED,LLC
doing business via its related entity known as
MEDICAL CARE INNOVATION P. CORP.
Card.A"c_Cd\jyBy: A 4,,
First Witness Signature
DO V2t`( &CO 16411{14o CaLcaAlatx_,1 ! `0)(6
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econd Witness
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provelpry ani Legality:
Scott R. Teach,Deputy County Attorney
Page 12 of 44 CAO
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Agreement#25-8397
Comprehensive Clinic and Wellness Services
Exhibit A-Detailed Scope of Work
This Agreement is for the provision of a Comprehensive Clinic and Wellness Services (the"Services")
to Participants covered under the County's Group Health Insurance Plan and to provide biometric
measurement and laboratory testing services in support of the wellness-based incentive program for
covered employees and their spouses, in accordance with the terms, conditions, and specifications set
forth in RFP#25-8397.
1. General Med Center Operations &Management
QuadMed is required to provide ongoing support to on-site professional staff during core operating hours,Monday
to Friday, 7:00 am—5:30 pm. The hours of operation shall exclude the actual or observed major holidays of the
County, which currently include the following: New Year's Day, Martin Luther King Day, President's Day,
Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day and the Day After
Thanksgiving, Christmas Eve and Christmas Day (all as celebrated on the actual day designated by the County-
e.g.,when holidays fall on a Saturday or Sunday,the County will designate the weekday upon which the holiday
is celebrated and will communicate the established date to QuadMed). The Services will be performed and/or
managed by QuadMed through the use of employed or contracted professional corporations,physicians or nurse
practitioners or physician's assistants and other The Med Center and operational staff.
QuadMed will provide an appointment scheduling mechanism for Participants to schedule Services at The Med
Center on a "first-come, first-served" basis. QuadMed shall use commercially reasonable good faith efforts to
minimize interruptions of the Services during the hours The Med Center is open. Unless mutually agreed to by
the Parties in writing,QuadMed is not responsible for providing or arranging for after-hours coverage. QuadMed
and the County have the option to agree to expanded operating hours,Monday to Friday,7:00 am—7:00 pm,and
Saturday, 8:00 am— 12:00 pm, subject to entering into an amendment to the Agreement in writing for expanded
operating hours,at the pricing agreed upon in attached Exhibit"C."
QuadMed shall perform all management services in connection with the operation of The Med Center and
provision of Wellness services under the Agreement,including without limitation,all administrative,clerical,and
support staff functions,and all other necessary or appropriate services relating to the operation of The Med Center
(the"Management Services").
QuadMed will provide the following Management Services, including but not limited to:
1.1. Maintain patient health records in compliance with State and Federal laws,including HIPAA.
1.2. Provide an electronic medical records(EMR)system for recording screenings,primary care visits,and
other services.
1.3. Submit electronic billing for services to the County's Group Health Third-Party Administrator
(TPA)for recordkeeping and processing.
1.4. Ensure Med Center data, including lab and measurement results,are exported nightly to CHP
in .csv or Excel format and retained in the EMR. Biometric and lab data related to the
County's Wellness program shall be provided on a nightly basis,all other data generated by
QuadMed's provision of the Services shall be provided on a weekly basis.
1.5. Maintain and replace medical equipment,IT workstations,printers,copiers, fax machines,
and software applications required for The Med Center operations.
1.6. Conduct regular on-site visits and oversight by QuadMed senior management to ensure
program success and client satisfaction.
1.7. Maintain open communication with the County's Human Resources and Wellness staff
regarding workplace injury trends and service utilization.
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1.8. Conduct regular meetings with County representatives to review operations, address service
concerns, and discuss program improvements.
1.9. Ensure a smooth workflow to minimize wait times in both the waiting room and patient rooms,
promoting efficiency and productivity.
1.10.Maintain a balanced schedule that keeps medical staff actively engaged while allowing
flexibility for same-day sick or urgent visits.
2. Primary&Acute Care Services
QuadMed is required to provide the primary and acute care services, including but not limited to the following:
2.1. Offer primary care services to employees,eligible spouses,and covered dependents(2+years old).
2.2. Conduct,coordinate,and administer basic health screenings for early detection and disease
prevention.
2.3. Treat non-occupational injuries,illnesses,and episodic health conditions.
2.4. Provide acute care for minor illnesses and injuries, including limited pharmacy services.
2.5. Administer vaccinations(flu,pneumonia,shingles,etc.)at The Med Center or designated County
locations.
2.6. Provide an option for telehealth services with Med Center staff during standard operating hours,
which coordinates with the 24/7 Nurseline after hours telehealth service that is included as part of the
Services provided by QuadMed.
2.7. Support coordination with CHP Health Advocates,County Wellness Staff,and Benefits Staff.
2.8. Incorporate limited on-site pharmacy services with an appropriate inventory of medications to
address both acute episodic illnesses and chronic health conditions. This shall include
maintaining and administering vaccination medications as needed.All pharmacy-related costs,
including those for vaccination medications,shall be billed to the County strictly as pass-through
expenses,with no added administrative fees,surcharges,or markups.
2.9. File claims for lab work and other services with County's medical plan administrator so data
from The Med Center is incorporated into County's data warehouse that is supported by Cedar
Gate.
3. Health&Wellness Programs
QuadMed is required to provide the health and wellness programs services,including but not limited to the
following:
3.1. Administer, in part or in whole as needed,the County's:
3.1.1. Nicotine cessation program
3.1.2. Diabetes management program
3.1.3. Medically managed weight loss program
Provide counseling on health-related issues and chronic disease management.
3.3. Execute the annual biometrics testing program, including lab panels,manual blood
pressure checks,and body measurements.
3.4. Conduct health education initiatives, including:
3.4.1. Preventative screenings,immunizations
3.4.2. Tobacco,alcohol,and drug education/cessation
3.4.3. Family and parenting resources
3.4.4. Workplace wellness initiatives(injury prevention,movement therapy,etc.)
3.4.5. Participate in the annual employee health fair.
3.5. Develop collaborative care plans for high-risk patients in conjunction with the Wellness,CHP,and
Benefits staff.
4. Laboratory&Diagnostic Services
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QuadMed is required to provide the laboratory and diagnostic services,including but not limited to the following:
4.1. Perform phlebotomy and biometric screenings at The Med Center sites and other County locations.
4.2. Provide walk-in blood pressure checks.
4.3. Offer laboratory services,including:
4.3.1. Basic diagnostic testing(strep screens,pregnancy tests,monospot,urine dipstick,
drug screening,A1C, lipid panels,etc.)
4.3.2. Transport services for lab tests not performed on-site.
4.4. Provide X-ray capabilities on-site,off-site,or refer out to network providers.
5. Medical Oversight&Staffing
5.1. QuadMed must provide adequate staffing to support all current patient interactions, biometric
testing,and to fully meet the requirements outlined in the Scope of Services.The proposed staff
must be available to deliver services Monday through Friday from 7:00 AM to 5:30 PM.
5.2. Below are the required medical staff positions.Additionally,QuadMed is responsible for
providing medical oversight and staffing for all services delivered,including but not limited
to the positions listed below:
5.2.1. Physician Medical Director-to oversee The Med Center operations and personnel.
5.2.2. PA-C/APRN committed to:
5.2.2.1. Delivering high-quality patient care with respect and confidentiality,while
actively involving the patient in their own care.
5.2.2.2. Supporting the County's vision and mission as it pertains to wellness programs and
initiatives.
5.2.2.3. Maintaining high patient satisfaction and effective communication.
5.2.2.4. Demonstrating expertise in diabetes management and medication adjustments.
5.2.2.5. Demonstrating expertise in weight management with the ability to prescribe
and adjust anti-obesity medications as needed.
5.2.2.6. Coordinating specialty care services within the CHP network.
5.2.3. Medical Assistant/Licensed Practical Nurse
5.3. Ensure proper training and oversight of all on-site medical professionals.
5.4. Establish and maintain The Med Center quality assurance programs.
5.5. Train on-site staff in the use of EMR and other information systems.
6. Reporting&Compliance
QuadMed is required to provide reporting and compliance services, including but not limited to the following:
6.1. Submit claims and utilization data electronically to the County's Group Health TPA.
6.2. Maintain patient records in EMR format for tracking health outcomes and program effectiveness.
6.3. Meet regularly with County representatives to analyze service utilization,strategize cost
containment,and improve health outcomes.
6.4. Use biometric and lab data to assist in the development of targeted training and education
programs addressing employee risk factors.
7. Ensure compliance with nursing practice standards,protocols,and quality assurance measures.
Required Biometric Testing Services
QuadMed is required to be able to perform or provide the following services specific to biometric testing for
County employees and covered spouses. These services shall include,but not be limited to,the following:
7.1. Testing for venipuncture laboratory panel&biometric measurements. The panel of testing is
a fasting test and will include the following:
7.1.1. Heart:Total Cholesterol,HDL Cholesterol,Triglycerides,LDL Cholesterol,Cholesterol/HDL
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ratio
7.1.2. Thyroid:TSH(Thyroid Stimulating Hormone)
7.1.3. Kidneys:Urea Nitrogen(BUN),Creatinine,eGFR,BUN/Creatinine Ratio
7.1.4. Bone: Calcium
7.1.5. Liver:Direct Bilirubin,GGT,ALT,Total Protein,albumin,Globulin,
Albumin/Globulin Ratio,Total Bilirubin,Alkaline Phosphatase,AST
7.1.6. Pancreas: Glucose and Hemoglobin AIC
7.1.7. Whole Body: Sodium,Potassium,Chloride,CBC with differential: White Blood Cell
Count, Red Blood Cell Count,Hemoglobin,Hematocrit,MCV,MCH,MCHC,RDW,
Platelet Count
7.1.8. Lungs: Cotinine(blood sample)(*cotinine testing is currently suspended by the County but if
reinstated, with notice to QuadMed, the cost for the initial term of the Agreement shall be as
listed on Exhibit C, QuadMed Pricing Sheet).
7.1.9. Prostate:Prostate Specific Antigen(per gender)
7.1.10. Biometric Measurements: Measured height, weight, blood pressure, waist
circumference,and calculated BMI. Follow-up laboratory testing to include, but not be
limited to,the following for patients with existing diabetics Type 1 or 2; meet criteria
for newly diagnosed diabetes,and 4 or 5 health risk facts:
7.1.10.1.Serum Nicotine/Cotinine*, Hemoglobin AIC, Lipid Panel (*the Serum
Nicotine/Cotinine testing is currently suspended by the County but if reinstated, with
notice to QuadMed,the cost for the initial term of the Agreement shall be as listed on
the Exhibit C,QuadMed Pricing Sheet).
7.1.11. Combination test of Hemoglobin AIC+Lipid Panel Repeat or"challenge"testing of
laboratory/biometric results, including a urine cotinine,as deemed necessary.
7.1.12. Physician oversight services,including monitoring lab values and providing outbound
calls to members with medically actionable/critical values within 24 hours of the
results. Actionable/critical values should be communicated to the CHP Health
Advocate Office within the next business day.
7.1.12.1. The selected must be willing to discuss and modify a critical value/out-of-
range communication process.
7.1.12.2. The reporting system for medically actionable labs must include a
mechanism to record actionable lab values that have been addressed by the
is CHP Health Advocate Office.
7.1.13. Communication with critical results shall be included in both the administration and pricing
of this panel.
7.2. Phlebotomy and Biometric measurement administration services shall include,but not be limited to,
the following:
7.2.1. Administration oversight, scheduling, and on-site staffing by highly proficient
phlebotomists. The County,through CHP,shall reserve the right to approve the on-
site phlebotomy staff to assure high quality.
7.2.2. Opportunity for QuadMed's lead examiner/event coordinator to meet with CHP prior
to the first on-site event and communicate regularly to assure optimal staffing.
7.2.3. Data and specimen collection,testing,physician overview,results delivery,and weekly
coordination for approximately 2,500 employees(even years) and 1,200 spouses(odd
years).
7.2.4. On-site Phlebotomy and Biometric events shall be provided at multiple County
locations and at The Med Center:November and December(various Mondays through
Fridays). January through March (various Mondays through Saturdays, and/or other
mutually agreeable months).
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7.2.4.1.The schedule shall be determined by QuadMed,CHP,and Wellness staff.
7.2.4.2. Events typically run 7-10 am EST with a one-hour breakdown time.
7.2.4.3. Events may have a minimum of 10 and a maximum of 100 participants.
Walk-ins will be accommodated. An event with fewer than 10 scheduled
participants will require special consideration.
7.2.4.4. The phlebotomy team must be able to process one (1) participant every five (5)
minutes.
7.2.4.5. QuadMed shall set up all screening supplies the day before or a minimum
of two(2)hours prior to the event start time.
7.2.4.6. QuadMed shall provide lab requisitions with barcodes for registered
participants,and blank forms to accommodate"walk-ins"will be brought
with the phlebotomy team the morning of the event.
7.2.4.7. Room setup, including screens,tables,and chairs,shall be completed by CHP.
7.2.4.8. QuadMed shall be responsible for all other logistical matters, including the
timing,shipping,and scheduling of materials,supplies,and equipment to
scheduled locations.
7.2.5. Biometric measurements requirements:
7.2.5.1. Height and weight are recorded in US metrics(inches and pounds).
7.2.5.2. Waist measurement shall be taken at the belly button using a tape measure.
7.2.5.3. Only manual blood pressure cuffs with a variety of cuff sizes, including XS-
XL,shall be used.Blood pressure may be repeated up to three(3)times after
the resting position. Measurements are never to be self-reported, and
members should be given the opportunity to verify measurement accuracy.
7.2.6. QuadMed will accept"challenged"biometric measurements from another provider. A
repeat measurement for blood pressure, height, weight, waist circumference, and/or
calculated BMI will be performed by the provider and sent to QuadMed to update the
participant's personal biometric data that is sent to CHP.
7.2.7. Participants identified with program-specific risk factors will require venipuncture
retesting from mid-July to September 30 for a Serum Cotinine*,Hemoglobin A 1 C,Lipid
Panel,or a combination Lipid Panel—Hemoglobin Al C. The majority of participants
will use The Med Center for the lab drawing. Out-of-County participants will use
QuadMed's national Service Center Sites for lab draws and biometric measurements.
All lab result data generated will be electronically transmitted to CHP as described in
the Scope of Services.
7.2.8. QuadMed will have the ability to retain the original eligibility file(s) and accept
additional eligibility file(s)for newly enrolled participants and those who require repeat
labs.
7.3. Personal Summary Report- A sample report is attached as Exhibit"A,"to RFP # 25-8317, which is
incorporated herein by reference.
7.3.1.QuadMed must be able to integrate laboratory findings into a Personal Summary Report
in a format like the sample.
7.3.2.All current abnormal results must be highlighted on the Personal Summary Report.
7.3.3.QuadMed will make commercially reasonable effort to upload historical laboratory
values and biometric measurements from CHP,or to otherwise facilitate comparison of
participant historical data to current values,for participants to measure progress.
7.3.4.QuadMed must have an online portal for participants to schedule appointments and to
view their current year's Personal Summary Report and previous year's reports.
7.3.5.QuadMed will communicate to participants when the Personal Summary Report is available for
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viewing.
7.3.6.QuadMed must be able to reset passwords for participants and provide a toll-free
customer service number and/or email chat service for members.Customer support must
be available Monday through Friday,7:00 am—7:00 pm EST.
7.4. Enrollment, Reporting Services, and Data coordination shall include, but not be limited to, the
following:
7.4.1. QuadMed must be able to accept a census of Participants electronically. The
census shall be provided to QuadMed within five business days of the execution of
the Agreement and thereafter by mid-October annually by the County from the
County's benefits enrollment system.
7.4.2. QuadMed must be able to receive weekly participant eligibility file uploads. This
electronic file will have a 4-8-character participant ID assigned by the County;this
will not be a Social Security number.
7.4.3. QuadMed will accept a termination file and have the ability to purge terminated names
monthly.
7.4.4. QuadMed must ensure identification is correct for merging historical data with new
results by using the following three(3)identifiers: full name,date of birth, and the
participant ID assigned by the County.
7.4.5. Participants must have the ability to register online via QuadMed's hosted website or via the
phone.
7.4.6. QuadMed will ensure the online scheduler remains open 24 hours prior to the on-site event.
7.4.7. The scheduler will interface with the eligibility file.
7.4.8. The scheduler will not allow repeat initial labs and will not allow participants to enroll in
multiple events.
7.4.9. QuadMed must be able to send confirmation and reminder emails to participants of
upcoming appointments.
7.4.10. QuadMed must produce weekly participation reports and/or ad hoc activity reports of
participants who have completed lab draws(including those who attended as a walk-
in),participants who are currently scheduled, and participants with no activity.
7.4.11. Lost or delayed labs shall be communicated to CHP regarding the status of processing and
resolution.
7.4.12. A"No Activity Report"showing Participants who did not participate shall be submitted to
CHP.
7.4.13. QuadMed must be able to maintain an ongoing history of participant laboratory results by
year.
7.4.14. QuadMed must provide online administrative access to CHP and County Wellness
staff to view scheduling and completion data.
7.4.15. QuadMed must provide a nightly feed of The Med Center data to CHP via the Secure
File Transfer Protocol(SFTP)site for documentation of individual lab screenings and
reporting.The lab files from QuadMed shall be.csv files.
7.4.16. QuadMed must provide individualized reports via a secure pathway within 2-5
business days of results for participants. Prior to publishing the Summary Lab
Report, lab errors are flagged, reviewed, and corrected by QuadMed prior to the
member and CHP receiving the Personal Summary Report. The lab and biometric
individualized result files shall be a.pdf file with the participant ID and name of each
participant.
7.4.17. CHP shall be notified of any unsuccessful or erroneous reports with each nightly
clinical data feed. QuadMed will enter data for specific risk factor lab value retests
rr,
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mid-July through September.QuadMed will provide the electronic data files to CHP
as stated in the Scope of Service. QuadMed must provide an annual aggregate report
prior to November 30th,though the deadline may be extended by the County due to
extenuating circumstances. QuadMed's representative will attend an annual meeting
to present aggregate report outcomes to the County's Human Resources Division
Director and other staff members. The report must encompass the findings for the
year and shall incorporate participation, comparative, and cohort reports at a high
level as well as at the specific test level. Comparative data shall include both
comparable norms to the general population, QuadMed's population (if available),
and the cohort population. QuadMed must conduct a weekly conference call with
CHP, Wellness, and Benefits staff to communicate program updates and resolve
operational issues.
7.5. As necessary to accommodate eligible participants, Service Center Site(s)providing
phlebotomy services and biometric measurements shall include,but not be limited to,the
following:
7.5.1. QuadMed must be able to provide alternative walk-in Service Center Sites
throughout the County at its designated lab providers for those unable to
attend an on-site Med Center event.
7.5.2. Service Center Site(s)must replicate all services as required at on-site Med Center events.
7.5.3. Service Center Site(s)can accommodate unscheduled(walk-in)appointments.
7.5.4. State and national remote Service Center Site(s)with biometric services shall be
provided for active employees and retirees residing out of state,and for out-of-county
participants.
7.6. Billing
QuadMed shall comply with the following billing requirements:
7.6.1 Monthly Billing for services at The Med Center
7.6.1.1 QuadMed will be paid a flat fee, as a PEPM (per employee per month), using the
Fee Schedule in Exhibit C,based on the total eligible employee count as determined
by the County from reports generated on the first of every month from its system.
The County's HRIS system shall be considered the system of record for eligibility
reporting purposes.
7.6.1.2 QuadMed must supply a detailed claim for every office visit to include member,
member ID,listing of services provided, including cpt code(s),and diagnosis codes.
These claims will be processed by the TPA and used for data collection purposes.
The TPA will process these as"no check"claims and no payment will be issued by
the TPA.
7.6.1.3 Services or supplies rendered outside the scope of the PEPM fee shall be billed to
the County's TPA to include Participant/member,Participant/member ID,listing of
services provided or supplies used, including cpt code(s), and diagnosis codes.
These claims will be paid by the County's TPA based on the current allowable rate
for a network provider or pass-through cost, submitted to the County with proper
backup demonstrating the claims as acceptable and consistent with the County's
Finance Department (Accounts Payable) requirements that no additional upcharge
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was included in the invoice.
7.6.1.4 In an urgent or emergent situation,Services provided to County Participant/members
will be paid either by the TPA or by the County's Finance offices after receipt of a
proper invoice, but must be agreed to by both parties and with expressed written
consent by the County prior to Services being rendered.
7.6.2 Billing for Qualifying Biometric and follow-up testing:
7.6.2.1 Claims must be submitted to the County's TPA for all biometric services, including
initial lab draw and any follow-up labs that Participants may be required to complete
as part of the County's Health Plan Qualifiers. Claims should contain all of the
required information as designated by the County's TPA and will be paid in accordance
to the lab panel agreed upon by the County at the rate listed in Exhibit C for Biometric
Screening and Repeat labs. This pricing will be shared with the County's TPA. The
TPA will issue payment for biometric testing and repeat labs. This may be able to be
done through bulk billing if worked out with the County's TPA.
7.6.2.2 The cost to retest due to errors on the part of QuadMed shall be borne by QuadMed.
7.6.2.3 QuadMed must assume the financial responsibility for CHP data extracts pertaining
to historical personal health profiles data and data formatting for importing into the
CHP system. The file feed layout needs to remain the same from inception so as not
to incur additional programming fees. QuadMed will incur the file set-up fee.
7.6.3 Billing for Pharmacy Costs
7.6.3.1 All pharmacy related costs,including those for vaccinations and medications,shall be billed
on a monthly basis strictly as pass-through expenses, with no added administrative fees,
surcharges, or markups. "Invoices submitted for reimbursement of pharmacy costs shall
include appropriate documentation acceptable to the County's Finance Department
(Accounts Payable)requirements to validate that the costs sought for reimbursement are pass
through expenses."
7.6.3.2 [RESERVED]
7.6.4 Billing for Regular Labs QuadMed will include all health center services,
including referenced lab charges,on the claims to County's TPA.
8. Program Implementation(For all services)
8.1. QuadMed must test all associated processes,such as scheduling,reporting,and data
exchange,prior to the go-live date.
8.2. QuadMed must meet a 90-day implementation process after the contract has been awarded
unless otherwise agreed upon.
8.3. No changes to any system or process will be acceptable unless fully tested and agreed upon by
County.
9. HIPAA(For all services)
QuadMed must comply with the provisions of the Health Insurance Portability and Accountability Act
and shall enter into a Business Associate Arrangement with the County.
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10.Proposal Alternatives(For all services)
The County will consider alternative methods of providing the services that will enhance the services and
requirements outlined in the scope of services. However,the County reserves the right to reject in whole or
in part alternative proposals.
11. Organization Licensure and/or Certification Requirements
QuadMed and/or its affiliated entity,Medical Care Innovation, P.C.("Provider,"as referenced herein),must
be properly licensed and duly authorized to conduct business in Collier County,Naples,Florida. QuadMed
is required to obtain and maintain throughout the life of the resultant contract required insurances,
certificates, and/or licenses as required by any federal, state, or local agency that oversees the operation of
medical clinics engaged in the activities outlined in the scope of services.
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Exhibit B
Addendum to Detailed Scope of Work
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Addendum to Detailed Scope of Work
A. General Med Center Operations& Management
1. The Med Center Policies and Procedures. QuadMed will develop and implement policies and procedures
related to the operation and management of The Med Center with coordination with the County as necessary.
2. Laundry and Other Services. QuadMed shall furnish or arrange for all laundry, linens, stationery,forms,
office supplies,postage,duplication services,printing services,janitorial services,routine medical waste disposal
services, infectious medical waste disposal services, security and any services of a similar nature which are
reasonably necessary and appropriate for the day to day operation of The Med Center.
3. Marketing and Communication. QuadMed will prepare standard marketing and advertising documentation
as mutually agreed to by the Parties to be used in any marketing materials prepared for distribution to the County
and/or the employees of the County to promote the Services provided at The Med Center("Marketing Materials").
QuadMed shall own and hold all right,title and interest, including but not limited to all copyright service mark
and trademark rights to any marketing materials or documents acquired, prepared, purchased or furnished by
QuadMed and/or in connection with The Med Center, provided that QuadMed will not acquire any Marketing
Materials or communications that will include information concerning the structure of any of the County's
employee health benefits plans, health savings accounts, or coordination of benefits with other health benefit
plans. Notwithstandingthe foregoing,the shall also separately be entitled to prepare standard marketing
County P Y P p
and advertising documentation for direct distribution to its employees concerning the availability, hours of
operation,and benefits of utilizing The Med Center.
4. Reports and Information. From time to time,as permitted by applicable law,QuadMed may provide to the
plan administrator responsible for managing the County's employee benefits plan certain information or reports
pertaining to The Med Center relating to plan participants. QuadMed shall provide such reports and information
outlined as mutually agreed to in writing("Reports")subject to applicable law including without limitation, the
Health Insurance Portability and Accountability Act of 1966, as amended from time to time ("HIPAA"), the
privacy provisions(Subtitle D)of the Health Information Technology for Economic Clinical Health Act,Division
A, Title XIII of Pub. L. 111-5, its implementing regulations, as amended from time to time ("HITECH
Act")("Privacy Laws"). Any Report that is non-standard and requires additional resources to produce shall be at
an additional cost mutually agreed upon by the Parties, but in no event shall be less than that which is charged
pursuant to industry standards. The Parties acknowledge and agree that when providing health care Services,
QuadMed are performing such Services as a covered entity health care provider (as that term is defined by
HIPAA).The County agrees to participate with QuadMed in the development of quantitative analyses to support
the assessment of QuadMed's health care operations,including without limitation the quality and efficacy of care
delivery and Services offerings in consultation with the County. Nothing in this Agreement shall be construed to
require either Party to disclose any information in violation of I-IIPAA or to take any action in violation of any
applicable federal or state laws or regulations. The County agrees that it will not unreasonably reject any
representation by QuadMed regarding compliance with applicable law and the standards herein.
5. Bookkeeping and Accounting Services. QuadMed shall provide the normal and customary bookkeeping,
accounting, and financial services necessary or appropriate for the efficient and proper operation of The Med
Center,including without limitation the accounts payable,accounts receivable and all billing for Services provided
at The Med Center("Accounting Services"). The Parties acknowledge and agree that the Accounting Services
do not include collection of deductibles from Participants,any processing or adjudication of billing or claims for
medical services.
6. Business Records. The maintenance, custody, and supervision of business records of QuadMed relating to
The Med Center will be managed by QuadMed.
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7, Staffing Services. QuadMed will insure that The Med Center is staffed with the appropriate type and number
of personnel required to provide the Services to eligible patients/Participants as set forth in the attached Detailed
Scope of Work(the"SOW"). If additional personnel are required to effectively provide the Services at The Med
Center,the Parties may revise the Scope of Work via a mutually agreed amendment to this Agreement in writing.
Except as provided herein, QuadMed will provide, procure, and arrange for staffing based on the Services
described in the SOW and anticipated utilization volume,and QuadMed shall have the right to provide and arrange
for all other personnel to provide the Services pursuant to this Agreement and other matters contracted for herein
relating to the provision and scheduling of such staff, including but not limited to:
a. Hiring, Credentialing and Background Checks. QuadMed or Provider, as appropriate, shall be
responsible for setting and paying the compensation and benefits of the employees furnished by QuadMed or
Provider. The Parties agree that QuadMed or Provider, as appropriate, shall have the right and authority to
hire,contract for,and discharge all employees/service providers,including without limitation,Physicians,and
medical sub-specialists, and for negotiating all compensation and benefits with same. QuadMed will be
responsible for credentialing and verifying the required licensure or training qualifications, care giver
background checks,and screenings,as applicable, of all medical professionals and other QuadMed personnel
contemplated herein. QuadMed or Provider, as appropriate, shall ensure that all medical professionals and
Med Center personnel comply with all applicable laws and regulations, including without limitation, those
governing the licensing and standard of care. All applicable personnel shall be in good standing with the
applicable state professional associations and have appropriate certifications or eligibility. QuadMed shall
ensure compliance that all personnel have the appropriate training and will obtain and maintain in full force
and affect all licenses,certifications,authorizations,and approvals that are required by applicable law in order
for the personnel to provide the Services.QuadMed shall be responsible for ensuring the Provider compliance
with this Section and shall conduct or cause to be conducted credentialing of the Provider's staff.
b. Supervision and Control. QuadMed or Provider, as appropriate, shall be responsible for determining
the personnel reasonably required to provide the Services and will use best efforts to staff The Med Center as
reasonably necessary to perform Services requested and contracted for by the County.QuadMed shall also be
responsible for the scheduling of individual work hours for employees of QuadMed and Provider including
but not limited to overtime, weekends, and vacations. The County does not have the authority to discipline
or terminate the employment of any person employed by QuadMed or Provider.However, where the County
has concern over the performance of one of Provider's or QuadMed's employees,it shall raise those concerns
with reasonable notice to QuadMed. QuadMed agrees to discuss with the County potential opportunities for
additional training, the reassignment of duties due to nondiscriminatory performance concerns, and/or
appropriate progressive discipline for QuadMed's or Provider's employees/providers,which may include the
immediate termination to the extent gross misconduct is evidenced by County with sufficient documentation.
However, any and all decisions regarding QuadMed or Provider personnel/providers and any discipline or
reassignment of duties will be made by or at the discretion of QuadMed.
c. Standard of Care. QuadMed represents and warrants that all Services to be provided under the
Agreement will be performed in a professional, competent, and timely manner by appropriately qualified
personnel in accordance with the provisions of the Agreement and consistent with professional quality and
ethical standards prevailing in the community.
d. Medical Decision Making. QuadMed or Provider, as applicable, shall be solely responsible for all
medical decision making and the exercise of all medical judgment in accordance with applicable law.To the
maximum extent permitted by applicable law, QuadMed shall be solely responsible for supervising all staff
in connection with The Med Center. Client shall not exercise any direct control or direction over QuadMed's
staff in the performance of the Services at The Med Center.If required by applicable law, Providers shall be
responsible for supervising the staffing for the Center(s) as required. Client shall not exercise any control or
direction over the Providers or other staff in the performance of the Services at the Center(s).
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e. Referrals. For purposes of this Section, "referral" shall mean the act of identifying another healthcare
provider and communicating information or a recommendation to a patient about that provider, as
distinguished from a healthcare provider exercising his or her professional judgment with respect to the
diagnosis or treatment of a patient. Physicians or non-physician licensed personnel providing services at The
Med Center will exercise their professional judgment when referring Participants for healthcare services.
Neither QuadMed nor the County will interfere with the professional judgment of the Physicians or the non-
physician licensed personnel at The Med Center in making such referrals. The County acknowledges and
agrees that QuadMed or Provider, as appropriate,and the Physicians and non-physician licensed personnel at
The Med Center, will have no responsibility or liability with respect to such information, or referrals to, or
services provided by, or the failure to refer to, such healthcare providers when provided consistent with the
Standard of Care.
B. Management of Medical Records
1. Medical Records Maintenance and Ownership: QuadMed shall be responsible for the maintenance,
supervision, and custody of the information it creates, receives, maintains, or transmits about Participants as a
result of providing the Services("Health Information")in The Med Center to the extent and as required by law or
regulation. The County agrees that it will not interfere with the maintenance, custody, supervision, and storage
of such Health Information, subject to QuadMed's making it available to County for the County Health Plan and
such related uses.
2. Access to Records by County: The County may request copies of or have access to Health Information that
is necessary and appropriate to satisfy any legal obligations of County as plan sponsor or plan administrator or as
they may relate to occupational health laws but only to the extent that requesting such copies or access is in
compliance with all applicable laws. The County shall designate one of its employees to act as a liaison to
QuadMed. The County acknowledges and agrees that it is solely responsible for complying with state and federal
laws applicable to County as plan sponsor or employer,and for retaining Health Information as required by laws,
such as retaining Participants Health Information on behalf of the County. The County is solely responsible for
identifying and requesting from QuadMed the Health Information that the County needs in order to comply with
laws applicable to County.
3. Confidentiality of Medical Records: Each Party will hold all Health Information in the strictest confidence,
and each will instruct its personnel, as applicable, to keep confidential any information relating to The Med
Center's patients. The Parties shall comply and cause all personnel to comply with all applicable laws, rules and
regulations governing the privacy of protected health information and Health Information, including but not
limited to Privacy, the Occupational safety and Health Administration regulations governing workplace
surveillance and blood borne pathogen exposure testing as well as various state laws governing the privacy of
Health Information. QuadMed may provide the County with Health Information only in accordance with,and as
is permissible under, all applicable laws.
4. Authorization and Transfer of Medical Records: Upon the termination of the Agreement, subject to
patient choice of healthcare provider laws,QuadMed will transfer patient medical records to the new provider or
medical group who assumes the care of such patient participants, upon receipt of a valid medical record transfer
authorization received from a patient. QuadMed may also transfer in bulk encounter summary data medical
records (CCDA) based on appropriate transfer instructions from the successor treatment provider, at such
successor treatment provider's or patient/participant's expense. During and after the term of the Agreement,at a
patient's direction, copies of individual patient medical records will be made available, at a nominal copying
charge that is no more than permissible by applicable law, to the authorized requesting patients, individuals,
insurance companies, and other third parties upon receipt of a valid written authorization signed by a patient.
Upon request by QuadMed, the County shall cooperate with QuadMed in obtaining the written authorization of
patient participants necessary for QuadMed to disclose Health Information to the County in accordance with
applicable law.
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C. Eligibility to Access and Use Services
1. Eligibility for Services. The Parties agree that only eligible individuals as identified by the County will
be entitled to receive Services. The Parties recognize that in the event the County maintains more than one benefits
plan offerings applicable to some or all of the Services, the County will communicate such distinctions via the
Eligibility File(s)(as defined in section B below)delineating the eligible individuals by benefit plan offering and
Services eligibility as identified by the Eligibility File provided by the County (as examples for purposes of
illustration only: Class A-HDHP,Class A-PPO,Class A-All Employees Not on County HDHP or PPO Plans)but
only if such distinct plan offerings impact the availability of Services provided by QuadMed under the Agreement.
The County acknowledges that QuadMed is not enrolled in the Medicare,Medicaid,or similar government-funded
healthcare program and does not bill such programs any fees for Services. With respect to eligible Participants
who may also be enrolled in government funded healthcare programs certain Services may be limited or
unavailable and/or may need to be obtained from other enrolled health services organizations.
a. Employee Welfare Laws. The County acknowledges and agrees that it is solely responsible for
obtaining its own professional advice to ensure that the provision of Services to Participants complies
with the terms of the County's employee benefits plan including, as applicable, group health plan, and
related documentation requirements applicable to the County as an employer and all applicable laws and
regulations, including but not limited to the Occupational Safety and Health Act("OSHA"),Department
of Transportation ("DOT") regulations, other state and federal occupational health related laws,
Employee Retirement Income Security Act(ERISA),the Consolidated Omnibus Budget Reconciliation
Act of 1986, as amended ("COBRA"), the ADA, the Age Discrimination in Employment Act
("ADEA"), the Genetic Information Nondiscrimination Act (GINA), and related regulations for
nondiscrimination related to wellness programs,including codification of these regulations in the Patient
Protection Affordable Care Act ("PPACA"), and the Internal Revenue Code (collectively, the
"Employee Welfare Laws")and HIPAA.
b. Employment Determinations. The County shall be solely responsible for making any employment-
related decisions about the County's employees, including, without limitation, determinations as to an
employee's or any individual's eligibility for employment with the County, based upon the results of
examinations or testing provided by QuadMed as part of the Services. The County acknowledges and
agrees that QuadMed is not providing legal or health benefits advice relating to the structure of any
County health benefits plans,health savings accounts("HSAs"),and coordination of benefits with other
health benefits plans. Subject to the limits of its sovereign immunity under Florida Statutes, Section
768.28, the County shall defend, indemnify and hold harmless QuadMed and its parent entities,
subsidiaries, affiliates and their directors, officers, and employees from and against any and all claims,
demands,suits,proceedings, costs,expenses, losses and damages(including reasonable attorneys' fees)
arising out of or resulting from any allegation or claim in connection with(1)the structure of any and all
of the County's health benefits plans and HSAs,(2)County's violation of any Employee Welfare Laws;
or(3)any allegation or claim in connection with the billing and collection of any and all fees, including,
without limitation, billing and collection of fees from Participants in connection with HSAs.
2. Eligibility File. The County shall provide to QuadMed a current and accurate file with Participants in a
transmittable format agreed upon by the Parties of the Participants (the "Eligibility File") in not less than
thirty(30) days before the"go-live" date for The Med Center, and at least five (5)days prior to the end of each
month during the Term. The County represents and warrants that,to the best of its knowledge,the Eligibility File
provided to QuadMed will contain accurate information regarding the eligibility status of each individual listed in
accordance with this section,and QuadMed shall be entitled to rely on the most recently received Eligibility File
provided by the County to determine whether the individual is eligible to receive the particular applicable Services.
Notwithstanding anything to the contrary,the Parties will work together in good faith in respect to certain matters,
including but not limited to, file specifications and associated testing of the Eligibility File in advance of a "go-
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live" Med Center or Service date with the understanding that the County will need to provide certain requested
information to QuadMed pursuant to QuadMed's reasonable timelines.Prior to providing Services to an individual
at The Med Center, QuadMed shall request a form of identification from the individual and then check the most
recently received Eligibility File to determine whether the individual is eligible to receive Services as a Participant.
The Parties acknowledge and agree that The Med Center and Services will not be open to the general public at
large.
D. THE MED CENTER FACILITIES AND INFRASTRUCTURE.
1. Facilities.
a. Space. QuadMed shall provide,at its cost,the physical space required to operate The Med Center and
provide the Services as required under this Agreement(the"Space"). The Space shall be situated within
the geographical boundaries established in RFP#25-8397 and the location confirmed in writing to the
County within thirty(30) days after the execution of the Agreement.
b. Development of Space. QuadMed shall develop the Space plan, design, patient flow, and work flow
for The Med Center,with reasonable input from the County as appropriate. QuadMed shall ensure that
the Space and related facilities are in compliance with all applicable law and regulations,including local
zoning requirements. Any required zoning changes, landlord consents, or other approvals or consents
for The Med Center shall be obtained by QuadMed at QuadMed's expense. At its cost,QuadMed shall
develop proper security requirements for The Med Center, with reasonable input from the County as
appropriate, which shall include without limitation panic buttons.
c. Use of Space. The County shall not interfere with QuadMed's use of the Space in any way and shall
not access The Med Center without QuadMed's approval, except to participate in wellness-related
events and to consult with QuadMed personnel with respect to its provision of the Services under the
Agreement. QuadMed will provide a dedicated space for the County's CHP Emotional Wellness Health
advocate, on an as needed basis upon the good faith coordination of the Parties. The County and
QuadMed will work cooperatively to agree upon a schedule or protocol allowing for the County's access
to the Space under the aforementioned reasonable circumstances.
d. Utilities,Cleaning,and Maintenance. QuadMed shall cause heat,air-conditioning,telephone access,
internet access, and electricity, water, and sewer utilities to be provided at The Med Center sufficient
for the provision of the Services. QuadMed shall cause general cleaning services to be provided for the
interior of The Med Center and shall maintain the exterior of The Med Center, including the sidewalk,
driveway,and parking areas.
2. Equipment. To the extent permitted by applicable law and/or regulations or otherwise mutually agreed
to by the Parties in the SOW, QuadMed will procure, provide, maintain, and repair/replace the equipment,
furnishings, and instruments, including computers,monitors and hardware("Equipment")required at The Med
Center at its expense. Title to the Equipment shall remain with QuadMed.
3. Supplies. To the extent permitted by applicable law and/or regulations, QuadMed will procure and
provide the medical and non-medical supplies of every kind and nature("Supplies")required at The Med Center,
and Title to the Supplies shall remain with QuadMed. All medications and drugs("Pharmaceuticals") shall be
owned by QuadMed and shall be stored and secured in accordance with applicable law or regulation. The County
acknowledges that QuadMed will destroy or return to the manufacturer any inventory of unused Pharmaceuticals
due to regulatory restrictions and/or patient safety concerns. QuadMed acknowledges and agrees that QuadMed
will use commercially reasonable efforts to deplete all inventory of Pharmaceuticals prior to the expiration or
termination of this Agreement.
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4. Software. The County shall not have any access or other rights to or in software provided, developed
and owned by QuadMed(the"Software"). QuadMed does not grant or assign to the County any legal or equitable
title or other right in or to the Software, or any derivative works and copies thereof, or any modifications,
improvements, or enhancements thereto. The Software, and all derivative works and copies thereof, and all
modifications, improvements, and enhancements thereto, including all worldwide copyrights, trade secrets,
trademarks,and confidential and proprietary rights therein,at all times are and shall remain the exclusive property
of QuadMed. The County acknowledges and agrees that QuadMed may provide the eligible individuals with
access to a web-based application either directly or as a reseller for use by the County, which shall be subject to
and conditioned on the County's and/or Participants agreement to comply with the terms and conditions for such
use. Any Software supplied or used by QuadMed in connection with The Med Center or the services provided
under this Agreement will remain the property of QuadMed, or the third-party lessor or licensor thereof, as
applicable. At no time shall Client or a Participant(s): (i) copy the Software or any software or programming
related thereto; (ii)permit other individuals or entities use the Software; (iii)modify, translate, reverse engineer,
decompile,disassemble,or create derivative works based upon the Software or programming related thereto; (iv)
rent, lease,transfer, resell, or otherwise transfer rights to the Software; or(v) delete or write over any portion of
any software relating in any manner to the Software.
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Exhibit C
QuadMed Pricing
(following this page)
1
GPO
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Exhibit C Pricing Sheet for Solicitation No.:25-8397:
Comprehensive Clinic and Wellness Services
Expanded Operating
Main Site Med Center Location Regular Hours Hours
Monday-Friday, Monday-Friday,
7:00 am-5:30 pm 7:00 am-7:00 pm
Saturday,8:00 am-
Staffing and Management(Monthly) 12:00 pm
Staffing Cost(state as PEPM) $20.17 $21.00
Office,Medical Supplies,and Insurance(state as PEPM) $11.80 $11.80
Management Fee(state as a PEPM) $9.50 $9.89
Biometrics(state as PEPM) $7.75 $7.75
Total Cost $49.22 $50.44
Biometric and Laboratory Screening Services Cost Per Participant
Heart:Total Cholesterol,HDL Cholesterol,Triglycerides,LDL
Cholesterol,Cholesterol/HDL ratio $6.20
Thyroid:TSH(Thyroid Stimulating Hormone) $3.50
Kidneys:Urea Nitrogen(BUN),Creatinine,eGFR,BUN/Creatinine
Ratio $2.10
Bone: Calcium $2.04
Liver:Direct Bilirubin,GGT,ALT,Total Protein,Albumin,
Globulin,Albumin/Globulin Ratio,Total Bilirubin,Alkaline
Phosphatase,AST $4.69
Pancreas: Glucose and Hemoglobin A1C $6.84
Whole Body: Sodium,Potassium,Chloride,CBC with differential:
White Blood Cell Count,Red Blood Cell Count,Hemoglobin,
Hematocrit,MCV,MCH,MCHC,RDW,Platelet Count $4.58
Prostate: Prostate Specific Antigen(per gender) $5.00
Biometric Measurements: Measured height,weight,blood pressure,
waist circumference,and calculated BMI See Above
Personal Summary Report Included
Total Cost $34.95
Follow Up Laboratory Testing Services-Cost Per Test Cost Per Participant
Hemoglobin AIC $4.80
Lipid Panel $6.20
Combination test of Hemoglobin AIC+Lipid Panel $11.00
Total Cost $22.00
Implementation Fee $15,000.00
Total Cost $15,000.00
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Exhibit D
Business Associate Agreement
(following this page)
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BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement("Agreement")is entered into between COLLIER COUNTY •
Government, a political subdivision of the State of Florida (hereinafter referred to as the "Covered
Entity")and QuadMed,LLC, a Wisconsin limited liability company, whose business address is
W227N6103 Sussex Road, Sussex, WI 53089, doing business in Florida via its related entity
Medical Care Innovation P.Corp. (hereinafter referred to as the "Business Associate"),effective
as of this day rrb rLACt l ,2026 (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 receive Protected Health Information ("PHI") on behalf of Covered Entity 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 created by Business Associate
on behalf of Covered Entity, 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 Standards for the Privacy of Individually Identifiable Health Information codified at 45 CFR
Parts 160 and 164 ("Privacy Rule") and the Security Standards for the Protection of Electronic Protected
Health Information at 45 C.F.R.Parts 160 and 164("Security Rule")(collectively"HIPAA Regulations");
as amended by the applicable provisions of 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");as amended by the Final HIPAA regulations(collectively 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 Rules,as applicable unless otherwise defined herein.
"Business Associate"is as defined in 45 CFR§ 160.103.
"Protected Health Information" or "PHI" shall have the same meaning as the term
"protected health information" in 45 C.F.R. §160.103 and is limited to the PHI that Business Associate
creates or receives from or on behalf of Covered Entity. As used herein,it also includes electronic Protected
Health Information.
"Electronic Protected Health Information" or"ePHI" shall have the same meaning as the
term"electronic protected health information" in 45 C.F.R. § 160.103 and refers to electronic Protected
Health Information transmitted by, or maintained in, electronic media for or on behalf of the Covered
Entity.
(C-P1/43
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2.Obligations and Activities of Business Associate.
a. Permitted Uses and Disclosures. Business Associate shall Use or Disclose PHI for the
purposes of(i) performing Business Associate's obligations under the Comprehensive Clinic and Wellness
Service Agreement No.25-8397(the"Services Agreement")resulting from Covered Entity's solicitation RFP
No. 25-8397 seeking Comprehensive Clinic and Wellness services (including all Appendices/Agreements
attached to that Services 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 Privacy Rule if it were done by Covered Entity,except as set forth below in this Section 2.a,Business
Associate may Use PHI: (i)for the proper management and administration of Business Associate;and,(ii)
to carry out the legal responsibilities of Business 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, provided that with respect to any such Disclosure either: (i) the
Disclosure is Required By Law; or (ii) Business Associate shall obtain reasonable assurances 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.Business Associate
may de-identify any and all PHI obtained by Business Associate,and use such de-identified data on Business
Associate's own behalf, all in accordance with the de-identification requirements of the Privacy Rule. The
parties acknowledge and agree that de-identified data does not constitute PHI.Business Associate may use
PHI to provide Data Aggregation services to Covered Entity as permitted by 45 C.F.R. §
164.504(e)(2)(i)(B).Business Associate may use PHI to report violations of law to appropriate Federal and
State authorities, consistent with 45 C.F.R. § 164.502(j)(1). Business Associate may use PHI to the extent
and for any purpose authorized by an Individual under 45 C.F.R. § 164.508.
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 Services 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 § 164.310 and technical safeguards as required by 45 CFR § 164.312; (ii) implement and document
reasonable and appropriate policies and procedures as required by 45 CFR § 164.316; and (iii) be in
compliance with all requirements of the Security Rule related to security and applicable to Business
Associate.
d. Compliance with Privacy Provisions. Business Associate shall only Use and
Disclose PHI as permitted in this Agreement or as Required By Law and in compliance with each applicable
requirement of 45 CFR § 164.504(e). 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 of 45 CFR Part 164 that apply to Covered Entity in the performance of such
obligation(s).
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e. Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable,
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 Services Agreement shall be 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.
g. Hybrid Entity: De-Identified and Aggregated Data. Business Associate and its
affiliated medical practices comprise a hybrid entity with covered entity components and business associate
components. If a Security Incident or Breach occurs due to the act or omission of a covered entity component
of such hybrid entity, then, notwithstanding anything to the contrary herein, the parties shall cooperate in
determining whether Business Associate has any obligation to Covered Entity as a business associate in such
scenario. Notwithstanding the foregoing or any other provision of this Agreement,for the avoidance of doubt,
Business Associate will be entitled, both during and after the term of this Agreement,to use and disclose all
data and information obtained through provision of the Services in the course of Business Associate's business
and operations, so long as any disclosures not expressly authorized by Covered Entity are made on a de-
identified basis and under circumstances in which Covered Entity's identity could not reasonably be ascertained,
including as part of aggregated data.
3. Reporting.
a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall
report to Covered Entity a successful Security Incident affecting Covered Entity's PHI or any Use and/or
Disclosure of PHI other than as provided for by this Agreement 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 prompt and
reasonable action to cure any such deficiencies. Notwithstanding the foregoing,the parties acknowledge
that this Section 3.a constitutes notice by Business Associate to Covered Entity of the ongoing existence
and occurrence or attempts of"Unsuccessful Security Incidents" for which no additional notice to Covered
Entity shall be required. "Unsuccessful Security Incidents" means, without limitation, pings and other
broadcast attacks on Business Associate's firewall, port scans, unsuccessful log-on attempts, denial of
service attacks,and any combination of the above,so long as no such incident results in unauthorized access,
use or disclosure of PHI.
b. Breach of Unsecured PHI. If Business Associate Discovers that a Breach of unsecured
PHI 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 by exercising reasonable diligence would have been known to any of Business Associate's 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 reasonably
cooperate with Covered Entity in meeting Covered Entity's obligations under the HIPAA Rules with respect
to such Breach.
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4. Business Associate's Agents. To the extent that Business Associate uses one or more
subcontractors or agents to provide services under the Services Agreement, and such subcontractors or
agents receive or have access to PHI that Business Associate received from,or created or received from or
on behalf of Covered Entity,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.To the extent that Business Associate maintains a Designated Record
Set on behalf of Covered Entity, within ten (10) days of receipt of a request by Covered Entity, Business
Associate shall make PHI maintained in that Designated Record Set available to Covered Entity to enable
Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, in the event
that any Individual requests access to PHI directly from Business Associate,Business Associate shall forward
a copy of such request to Covered Entity and Covered Entity shall be responsible for responding to such
request.
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 received from
Covered Entity,then,pursuant to 45 CFR§ 164.524,Business Associate shall provide Covered Entity with
a copy of an Individual's PHI maintained in such Electronic Health Record in an electronic format in order
for Covered Entity to comply with 45 CFR§ 164.524,provided that it is readily producible in such format;
if it is not readily producible in such format,Business Associate will work with Covered Entity to determine
an alternative form and format or provide a hard copy form if the Individual declines to accept all readily
producible electronic forms. If an Individual requests access to his or her PHI directly from Business
Associate, Business Associate shall promptly forward such request to Covered Entity and Covered Entity
shall be responsible for responding to such request.
C. Amendment of PHI. To the extent that Business Associate maintains a Designated
Record Set on behalf of Covered Entity, Business Associate agrees to make any amendment(s) to PHI in
that Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the
request of Covered Entity, and in the time and manner mutually agreed. If an Individual requests an
amendment of his or her PHI directly from Business Associate,Business Associate shall either(1)promptly
forward such request to Covered Entity and Covered Entity shall be responsible for responding to such
request or(2)elect to respond directly to the request.
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. Such accounting is limited to disclosures that were made in the six(6)years prior to the request.
Business Associate shall provide such information as is necessary to provide an accounting within ten(10)
days of Covered Entity's request,at no cost to the Covered Entity or Individual.
e. Accounting of Disclosures of Electronic Health Records. If Business Associate is
deemed to use or maintain an Electronic Health Record with respect to PHI maintained 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.
Such accounting shall comply with the requirements of 45 CFR§ 164.528.Upon request by Covered Entity,
Business Associate shall provide such accounting to Covered Entity in compliance with the HIPAA Rules,
provided that it is readily producible in such format; if it is not readily producible in such format, Business
Associate will work with Covered Entity to determine an alternative form and format or provide a hard copy
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form if the Individual declines to accept all readily producible electronic forms.
f. Agreement to Restrict Disclosure. If Covered Entity is required to comply with a
restriction on the Disclosure of PHI pursuant to 45 C.F.R. § 164.522 or 42 U.S.C. § 17935(a),then Covered
Entity shall, to the extent that such restriction may affect Business Associate's use or disclosure of PHI
under this Agreement, 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 or unless doing so would unreasonably
burden healthcare operations, in which case Business Associate will notify Covered Entity.
6. Remuneration and Marketing.
a. Remuneration for PHI. Business Associate agrees that it shall not, directly or
indirectly, receive remuneration in exchange for any PHI of Covered Entity in compliance with 42 U.S.C.
§ 17935(d).
b. Limitations on Use of PHI for Marketing Purposes. Business Associate shall not
make or cause to be made any communication about a product or service that is prohibited by 42 U.S.C. §
17936(a).
7. Governmental Access to Records. Business Associate shall make its internal practices,
books and records relating to the Use and Disclosure of PHI received from, or created or received by
Business Associate on behalf of Covered Entity available to the Secretary for purposes of determining
Covered Entity's compliance with the HIPAA Regulations.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 promptly after providing such PHI to the
Secretary.
8. Minimum Necessary. Business Associate shall limit its Use,Disclosure or request of PHI to
the minimum necessary to accomplish the intended Use, Disclosure or request, respectively in accordance
with 42 U.S.C. § 17935(b).
9. Obligations of Covered Entity. (a)Covered Entity shall notify Business Associate of any
limitation(s)in its notice of privacy practices of Covered Entity in accordance with 45 C.F.R. § 164.520,to
the extent that such limitation may affect Business Associate's use or disclosure of PHI under this
Agreement; (b) Covered Entity shall notify Business Associate of any changes in, or revocation of,
permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business
Associate's use or disclosure of PHI under this Agreement; (c) Covered Entity shall notify Business
Associate of any restriction on the use or disclosure of PHI to which Covered Entity has agreed in
accordance with 45 C.F.R. § 164.522 or 42 U.S.C. § 17935(a),to the extent that such restriction may affect
Business Associate's use or disclosure of PHI under this Agreement;(d)Covered Entity represents that:(i)
it is entitled to receive PHI in accordance with 45 C.F.R. § 164.504(f), (ii) it has received a certification
from the Plan Sponsor in accordance with 45 C.F.R. § 164.504(f)(2)(ii),and(iii)the Plan documents permit
the Plan to received PHI, including detailed invoices, reports and statements from Business Associate;(e)
Covered Entity in performing its obligations and exercising its rights under this Agreement shall use and
disclose PHI in compliance with the HIPAA Rules and shall not request Business Associate to use or
disclose PHI in any manner that would violate this Agreement or the HIPAA Rules. Covered Entity
represents that a request for PHI from Business Associate to Covered Entity shall only be the minimum
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amount of PHI necessary to accomplish the permitted purpose of the applicable request or use.
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 on or before ten(10)days after receipt of such written notice,if possible. If such steps
are either not possible or are unsuccessful, upon written notice to Business Associate,Covered Entity may
immediately terminate this Agreement with Business Associate.
b. Breach by Covered Entity. If Business Associate knows of a pattern of activity or
practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations
under this Agreement,then Business Associate shall promptly notify Covered Entity. With respect to such
breach or violation,Covered Entity shall take reasonable steps to cure such breach or end such violation on
or before ten(10) days after receipt of such written notice,if possible. If such steps are either not possible
or are unsuccessful,upon written notice to Covered Entity,Business Associate may immediately terminate
this Agreement with Covered Entity.
c. Automatic Termination. This Agreement will automatically terminate, without
any further action by the parties hereto, upon expiration or termination of the Services Agreement by and
between the parties hereto.
d. Effect of Termination.Except as provided in this Section 10.d,upon termination of
this Agreement for any reason, Business Associate shall either return or destroy all PHI that Business
Associate or its agents or subcontractors still maintain in any form and shall retain no copies of such PHI.
If Business Associate 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. The parties agree that it
would not be feasible for Business Associate to return or destroy the PHI reasonably needed to be retained
by Business Associate for its own legal and risk management purposes, including copies of PHI that may
be included in information retained for archival purposes.
11 Amendment. The parties acknowledge that federal laws relating to the HIPAA Rules are
rapidly evolving and that amendment of this Agreement and the Services 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 the HIPAA Rules 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 and the Services 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 Services Agreement. In the event of any conflict between this Agreement and
the related Services Agreement between Covered Entity and Business Associate, the terms of this
Agreement shall control with respect to the subject matter herein.
14. Survival. The rights and obligations of Business Associate under Section 10.d of this
1 6 E 3
Agreement shall survive the termination of this Agreement.
15. Interpretation.This Agreement shall be interpreted as necessary to comply with the HIPAA
Rules. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that
complies and is consistent with the HIPAA Rules.
16. Governing Law. Except to the extent not preempted by federal law with respect to the
HIPAA Rules,this Agreement shall be construed in accordance with the laws of the State of Florida.
17. Notices.All notices required or permitted under this Agreement shall be in writing and sent
to the other party as directed below or as otherwise directed by either party, from time to time, by written
notice to the other.All such notices shall be deemed validly given upon receipt of such notice by certified
mail,postage prepaid,facsimile transmission,e-mail or personal or courier delivery:
If to Covered Entity: Collier County Government Center
3311 Tamiami Trail E.
Naples, FL 34112
Attn: Risk Management Director
Telephone no:239-252-8966
Email: Michael.Quigley@collier.gov
If to Business QuadMed,LLC
Associate: Attn: President
W227N6103 Sussex Road
Sussex,WI 53089
Telephone:
Email: kathryn@quadmedical.com
18. Indemnification. For the purposes of this Business Associate Agreement,each Party shall be
legally and financially responsible for the acts and omissions of itself and its employees,directors,officers,
representatives and agents and will pay all losses and damages attributable to such acts or omissions for
which it is legally liable. NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL BE
LIABLE FOR ANY OTHER PARTY'S INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE,
INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REGARDLESS OF WHETHER THE
PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. This
Agreement shall not be construed to create a contractual obligation for one Party to indemnify the other
Party for loss or damage resulting from any act or omission of such other Party or its employees,directors,
officers,representatives or agents,nor to constitute a waiver by either Party of any rights to indemnification,
contribution or subrogation that the Party may have by operation of law. Any liability of the Covered Entity
shall be limited by its sovereign immunity as a public agency of the State of Florida.
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
GPO
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•
•
•
•
•
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 exorcise of any other right, power or
remedy.The rights provided hereunder are cumulative nod not exclusive of any rights provided by
law,
e. Entire Agreement. Tills Agreement constitutes the entire agreement between the parties
hereto relating to the subject matter hereof,and supersedes 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 morn counterparts, each
of which shall he doomed an original nod all of which taken together shall constitute one nod the
some instrument.A copy of this Agreement bearing a facsimile signature shall be deemed to be an
original.
e. Regulatory Reference, Any reference made herein to any provision of law or regulation shall be
n reference to such suction as in effect and as same may be antcndod from Clime to time.
f, Amendment Generally, This Agreement may not be amended except in a writing signed by both
parties hereto, Both parties hereto agree that this agreement shall be amended to comply with any nod •
all state or federal laws rules, or regulations, including without limitation any Future lows, rules or
regulations,
IN WITNESS WHEREOF,the parties hereto hove caused this Agreement to be signed as ot'iho date first
sot forth above,
COVRRI3D ENTITY;
BOARD OF COUNTY COMMISSIONERS 01?
•
COLLIER COUNTY,FLORIDA
02102\-1 Ci 2
Mlahnol Quigley,Director ol'Risk Manag ment
I �-r�usi�1�����oclATfs; i
First Witness: I3yt ,�/+ ,J1-1
•
eireA44-- (11l.o /c Print Name: � la_v,nLL L /reJ
Signnturc
Title: C 0
CI4lzvi. ti'J . f�of t K�'�
Print Name
Second Witness: •
7-
Sip Mare
•
T. 13°5la5_
Print Name •
•
ppraved as t o n a legality
Goti) • /
• Scott t,'leach,Deputy County Attorney ( AO)
16E3
Exhibit E
Anti-Human Trafficking Affidavit
And Contracting with Entities of Foreign Countries of Concern Prohibited
1 6 E3
AFFIDAVIT REGARDING LABOR AND SERVICES
AND CONTRACTING WITH ENTITIES OF FOREIGN COUNTRIES OF CONCERN PROHIBITED
Effective July I,2024,pursuant to§787.06(13), Florida Statutes,when a contract is executed,renewed,or extended between
a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with
an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the
nongovernmental entity does not use coercion for labor or services.
Effective January 1,2024,a governmental entity may not accept a bid on,a proposal for,or a reply to,or enter into,a contract
with an entity which would grant the entity access to an individual's personal identifying information unless the entity provides
the government with an affidavit signed by an officer or representative under penalty of perjury attesting that the entity does
not meet any of the following criteria: (a)the entity is owned by the government of a foreign country of concern; (b) the
government of a foreign country of concern has a controlling interest in the entity;or(c)the entity is organized under the laws
of or has its principal place of business in a foreign country of concern.
Effective July 1, 2025, when an entity extends or renews a contract with a governmental entity which would grant the entity
access to an individual's personal identifying information, the entity must provide the governmental entity with an affidavit
signed by an officer or representative of the entity under penalty of perjury attesting that the entity does not meet any of the
criteria in paragraphs(2)(a)-(c), §287.138,Florida Statutes.
Nongovernmental Entity's Name: Quad/Med,LLC
Address: __ W227N6I03 Sussex Rd., Sussex,WI.53089
Phone Number: 414-566-8400
Authorized Representative's Name: Kathryn Quadracci Flores
Authorized Representative's Title: President/Chief Executive Officer
Email Address: kathrynn*quadmedical.com
•
I, Kathryn Quadracci Flores, (Name of Authorized Representative),as authorized representative attest under penalty of perjury that
Quad/Med, LLC, (Name of Nongovernmental Entity) does not: (1) use coercion for labor or services as defined in§ 787.06,
Florida Statutes, and(2) the nongovernmental entity is not (a) owned by a government of a foreign country of concern, (b)that a
foreign country of concern does not have a controlling interest in the entity,and(c)that the entity is not organized under the laws
of or has its principal place of business in a foreign country of concern,all as prohibited under§287.138, Florida Statutes.
Under penalty of perjury,I declare that I have read the foregoing Affidavit and that the facts stated in it are true.
/ '4 �L,h 1 i/z2/2,e)2(6
(Signature off authorized representative) Date
STATE OF \� ��
COUNTY OF
Sworn to(or affirmed)and subscribed before me by means of❑✓ physical presence or❑online notarization this
day ofSs-- ,20'—Z-b,by 6."4-,,,; tf.i,J (Name of giant),who produced his Florida Driver's
License as identifinstinn �"�
�'1 MAURICE HALLIVIS
., + Notary Public,State of New York
Notary Public(not required when digital) No.01HA6007604
Qualified in New York County
1�(e � . p CommissMay Expires May 26,2026
Commission Expires
Personally Known ❑OR Produced Identification l5 WBCC teE0MOMOISIMIN
`�� Phit
Ttlle a-DAY OF
tr.--
Type of Identification Produced: GP,O�
NOTARY PUBLIC •--
16E3
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