#25-8407 (Advance Medical Of Naples, LLC) AGREEMENT #25-8407
for
COLLIER COUNTY MEDICAL DIRECTOR SERVICES,
EMPLOYMENT PHYSICALS AND DRUG TESTING
THIS AGREEMENT, made and entered into on this 21 day of ,\ct, 20`Z4i by and
between Advance Medical of Naples, LLC., authorized to do business in the State of Florida, whose
business address is 720 Goodlette Road North, Suite 500, Naples, FL 34102, (the "Provider") and
Collier County, a political subdivision of the State of Florida, (the "County"):
WITNESSETH:
1. CONTRACT TERM. The Agreement shall be for a term of five (5) years, commencing on
February 9, 2026, and terminating five (5)years from that date. The County may, at its
discretion and with the consent of the Provider, renew the Agreement under all the terms and
conditions contained in this Agreement for five (5) additional one (1) year renewal periods. The
County shall give the Provider written notice of the County's intention to renew the Agreement
term prior to the end of the Agreement term then in effect.
The County Manager, or the County Manager's designee, may extend the Agreement under all
of the terms and conditions contained in this Agreement for up to one hundred and eighty (180)
days. The County Manager, or designee, shall give the Contractor written notice of the County's
intention to extend the Agreement term prior to the end of the Agreement term then in effect.
2. COMMENCEMENT. The Provider shall commence services upon the issuance of a Purchase
Order.
3. STATEMENT OF WORK. The Provider shall provide Medical Director for the Collier
County Occupational Health Program (Part A) and Employment Physicals and Drug Testing
(Part B) services in accordance with Exhibit A, Scope of Services, attached hereto, the terms
and conditions of Request For Proposal (RFP) #25-8407 and the Provider's proposal, referred
to herein and made an integral part of this Agreement. This Agreement contains the entire
understanding between the parties and any modifications to this Agreement shall be mutually
agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance
and Procurement Procedures in effect at the time such services are authorized.
4. COMPENSATION. The County shall pay the Provider a not-to-exceed annual amount of
eighteen thousand ($18,000), to be billed and paid in the form of monthly lump sum installments
for services related to Medical Director of Collier County Occupational Health Program (Part
A).
For Employment Physicals and Drug Testing (Part B), the County shall pay the Provider for the
services provided to the County in accordance with the attached Exhibit B —Price Schedule.
4.1 Payment(s) will be made upon receipt of a proper invoice and in compliance with Chapter
218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act."
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4.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and
approval of invoices submitted on the date of services or within six (6) months after completion
of contract. Any untimely submission of invoices beyond the specified deadline period is subject
to non-payment under the legal doctrine of"laches"as untimely submitted. Time shall be deemed
of the essence with respect to the timely submission of invoices under this Agreement.
5. SALES TAX. Provider 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 from the County to the Provider shall be deemed duly served if mailed
or faxed to the Provider at the following Address:
Company Name: Advance Medical of Naples,LLC.
Address: 720 Goodlette Road North,Suite 500
Naples,FL 34102
Authorized Agent: Gregory Leach
Attention Name& Title: Manager
Telephone:
E-mail(s): GLeach@advmednaples.com
All Notices from the Provider to the County shall be deemed duly served if mailed or faxed to the
County to:
Board of County Commissioners for Collier County, Florida
Division Name: Human Resources
Division Director: Amy Lyberg
Address: 3311 Tamiami Trail E.
Naples, FL 34112
Administrative Agent/PM: Andrew Kelly
Telephone: 252-8091
E-mail(s): Andrew.Kelly@collier.gov
The Provider and the County may change the above mailing address at any time upon giving the
other party written notification. All notices under this Agreement must be in writing.
7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a
partnership between the County and the Provider or to constitute the Provider as an agent of the
County.
8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the furnishing of the Services shall be obtained by the Provider. The County will
not be obligated to pay for any permits obtained by SubProviders/Subconsultants.
Payment for all such permits issued by the County shall be processed internally by the County.
All non-County permits necessary for the prosecution of the Work shall be procured and paid for
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by the Provider. The Provider shall also be solely responsible for payment of any and all taxes
levied on the Provider. In addition, the Provider shall comply with all applicable rules,
regulations and laws of Collier County, the State of Florida, or the U. S. Government now in
force or hereafter adopted. The Provider agrees to comply with all laws governing the
responsibility of an employer with respect to persons employed by the Provider.
9. NO IMPROPER USE. The Provider will not and shall undertake reasonably diligent efforts not
to 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 Provider's violation of
this requirement, as solely determined by the County or its authorized representatives,the County
shall have the right to suspend the contract of the Provider if such violation is not cured within
twenty-four (24) hours of the County's written notice to Provider identifying the violation.
Should the Provider 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, such
suspension shall commence and continue until the violation is cured. The Provider further agrees
not to commence operation during any such suspension period until the violation has been cured
to the satisfaction of the County.
10. TERMINATION. Should the Provider fail to perform its services in a manner satisfactory to
the County as per this Agreement, the County may terminate said agreement for cause; further
the County may terminate this Agreement for convenience with a thirty (30) day written notice.
The County shall be sole judge of non-performance.
In the event that the County terminates this Agreement, Provider's recovery against the County
shall be limited to that portion of the Contract Amount earned through the date of termination.
The Provider shall not be entitled to any other or further recovery against the County, including,
but not limited to, any damages or any anticipated profit on portions of the services not
performed.
11. NO DISCRIMINATION. The Provider agrees that there shall be no discrimination as to race,
sex, color, creed or national origin in Provider's hiring and employment practices.
12. INSURANCE. The Provider shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per
Occurrence, $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 $500,000 for each
accident.
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C. Medical Malpractice: $500,000 Per Occurrence and in the aggregate.
Special Requirements: Collier County Government shall be listed as the Certificate Holder and
included as an Additional Insured on the Comprehensive General Liability Policy.
Current, valid insurance policies meeting the requirement herein identified shall be maintained by
Provider during the duration of this Agreement. The Provider shall provide County with
certificates of insurance meeting the required insurance provisions. Renewal certificates shall be
sent to the County ten (10) days prior to any expiration date. Coverage afforded under the
policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written
notice, or in accordance with policy provisions. Provider 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 Consultant from its insurer, and
nothing contained herein shall relieve Provider of this requirement to provide notice.
Provider shall ensure that any sub-Providers comply with the same insurance requirements that it
is required to meet.
13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Provider shall
indemnify and hold harmless Collier County, its officers and employees from any and all
liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and
paralegals' fees, whether resulting from any claimed breach of this Agreement by Provider, any
statutory or regulatory violations, or from personal injury, property damage, direct or
consequential damages, or economic loss,to the extent caused by the negligence, recklessness, or
intentionally wrongful conduct of the Provider or anyone employed or utilized by the Provider in
the performance of this Agreement. This indemnification obligation shall not be construed to
negate, abridge or reduce any other rights or remedies which otherwise may be available to an
indemnified party or person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier County.
13.1 The duty to defend under this Article 13 is independent and separate from the duty to
indemnify, and the duty to defend exists regardless of any ultimate liability of the Provider,
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 Provider. Provider's
obligation to indemnify and defend under this Article 13 will survive the expiration or earlier
termination of this Agreement until it is determined by final judgment that an action against the
County or an indemnified party for the matter indemnified hereunder is fully and finally barred
by the applicable statute of limitations.
14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the
County by the Risk Management Division.
15. CONFLICT OF INTEREST: Provider 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. Provider further represents that no persons having
any such interest shall be employed to perform those services.
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16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following
component parts, all of which are as fully a part of the contract as if herein set out verbatim:
Provider's Proposal, Insurance Certificate, RFP #25-8407 Specifications/Scope of Services and
Addenda, Exhibit A, Scope of Services, Exhibit B, Provider's Fees, Exhibit C Business
Associate Agreement,Exhibit D Affidavit Regarding Labor and Services.
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 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, the Contractor
is formally acknowledging without exception or stipulation that it agrees to comply, at its own
expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and
requirements applicable to this Agreement, including but not limited to those dealing with the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations
relating thereto, as either may be amended, 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 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:
Division of Communications, Government and Public Affairs
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8999
Email: PublicRecordRequest@collier.gov
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.
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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.
By its execution of this Contract, Contractor acknowledges that it has been informed by Owner
of the terms of Section 287.133(2)(a), F.S. which reads as follows:
"A person or affiliate who has been placed on the convicted vendor list following a conviction
for a public entity crime may not submit a bid on a contract to provide any goods or services to
a public entity for the construction or repair of a public building or public work, may not
submit bids on leases of real property to a public entity, may not be awarded or perform work
as a contractor, supplier, subcontractor, or consultant under a contract with any public entity in
excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of
36 months from the date of being placed on the convicted vendor list."
20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and conditions of
this solicitation or resultant contract to other governmental entities at the discretion of the
successful proposer.
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
contract in compliance with the Procurement Ordinance and Procurement Procedures.
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
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resolve any such disputes by negotiation. The negotiation shall be attended by representatives of
Provider with full decision-making authority and by County's staff person who would make the
presentation of any settlement reached during negotiations to County for approval. Failing
resolution, and prior to the commencement of depositions in any litigation between the parties
arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation
before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of Provider with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached at mediation to
the Board of County Commissioners 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. VENUE. Any suit or action brought by either party to this Agreement against the other party
relating to or arising out of this Agreement must be brought in the appropriate federal or state
courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
25. KEY PERSONNEL/ CONTRACT STAFFING: The Provider's personnel and management to
be utilized for this project shall be knowledgeable in their areas of expertise. The County
reserves the right to perform investigations as may be deemed necessary to ensure that competent
persons will be utilized in the performance of the contract. The Provider shall assign as many
people as necessary to furnish the services required herein, and each person assigned shall be
available for an amount of time necessary to provide the required services under the Agreement. .
The Provider shall not change Key Personnel unless the following conditions are met: (1)
Proposed replacements have substantially the same or better qualifications and/or experience; (2)
that the County is notified in writing as far in advance as possible. The Provider shall make
commercially reasonable efforts to notify Collier County within seven (7) days of the change.
The County reserves the right to object to the placement of any proposed replacement personnel.
26. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any
of the Contract Documents, the terms of this Agreement shall take precedence over the terms of
all other Contract Documents. To the extent any conflict in the terms of the Contract Documents
cannot be resolved by application of the Agreement, the conflict shall be resolved by imposing
the more strict or costly obligation under the Contract Documents upon the Provider at the
County's discretion.
27. ASSIGNMENT: Provider shall not assign this Agreement or any part thereof, without the prior
consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or
any part herein, without the County's consent, shall be void. If Provider does, with approval,
assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to
assume toward Provider all of the obligations and responsibilities that Provider has assumed
toward the County.
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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.
BOARD OF COUNTY COMMISSIONERS
ATTEST: , COLLIER COUNTY, FLORIDA
Crystal K:.1 rnze1,'Cfdi•K of the
Circuit )jccwrollery Y
Dated: v Peo2cv Dan Kowal, Chairman
(SE 44). mAttb.st as to Chairman's
signature only
Advance Medical of Naples,LLC.
Provider
ç! uest Wit ss Signature
P� Mill V)�� (;.VVILA d\ at‘04w —
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ro ed ast)771 Le gla.lity:
Scott R. Teach
Deputy County Attorney
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Agreement#25-8407
Exhibit A
Scope of Services
(following this page)
CAO
Exhibit A—Scope of Services
#25-8407"Collier County Medical Director Services, Employment Physicals and Drug
Testing"
1. Qualifications:
1.1 Part A: The Vendor shall provide Medical Director Services for the Collier County Occupational Health
Program as may be required by the Collier County Manager's Agency and its associated local government
agencies,located in Naples,Florida.These programs will be available to all regular,temporary,and seasonal
employees of the County Manager's Agency of Collier County and its participating agencies,which currently
include, but are not limited to, County Attorney and Pelican Bay Services. It will also include individuals
who have applied to and are being considered for positions of employment with these agencies.
1.2 The Vendor shall ensure that the physician providing services is a licensed Doctor of Medicine or Osteopathy
who has completed residency training in an accredited medical training program and/or is American Board
of Medical Specialties(ABMS) or American Osteopathic Association(AOA) certified and meets specific
criteria set by the Florida Board of Medicine(for M.D.$)or the Board of Osteopathic Medicine(for D.O.$),
under the Florida Department of Health. The physician shall be knowledgeable and/or have a background
that includes, but is not limited to, Occupational Medicine, OSHA Standards, NFPA 1582 and 1583
Standards,Florida Workers' Compensation Statutes,DOT Agencies-FAA/FTA/FMCSA,and USCG drug
and alcohol testing regulations. If the awarded vendor's physician, who provides the listed services is
unavailable,an on-call physician of similar qualifications shall be designated to provide such services.
2. Services/Requirements:
2.1 The Vendor must provide all services listed in this Scope of Work.The County does not guarantee a specific
quantity of work.
2.1.1 Services to be provided include,but are not limited to,the following:
2.1.1.1 Review,recommend and approve standing medical orders and protocols.
2.1.1.2 Provide a written recommendation for an employee or prospective job candidate's ability
to wear a respirator based on OSHA's Respiratory Protection Standard-CFR1910.134.
2.1.1.3 Provide services per OSHA's Occupational Noise Exposure Standard-CFR 1910.95.
2.1.1.4 Consult and recommend pre-placement evaluation criteria and findings.
2.1.1.5 Consult on work related injuries and illnesses.
2.1.1.6 Consult on fitness for duty evaluations.
2.1.1.7 Consult on independent medical evaluations.
2.1.1.8 Medical Review Officer(MRO*):review and consultation of drug related tests.
* Medical Review Officers(MRO)are licensed physicians who have been trained and certified to
review the lab results and to validate whether a test is positive.Regulations concerning MROs and
the verification process are found in 49 CFR Part 40 Subpart G.Furthermore, documentation as a
DOT qualified MRO must be presented to the Collier County's Drug and Alcohol Program Manager
(DAPM)and/or the Designated Employer Representative(DER)upon request.
2.2 Part B: The Vendor shall provide a comprehensive post-offer physical and drug testing program to benefit
Collier County and reduce liability to the County. This program will ensure the proper placement of
employees based upon physical capabilities related to the essential functions of County positions. Also
included,there will be a reassessment of County employees on a designated basis.This program will ensure
the health of current and potential County employees.
2.2.1 Specific requirements include:
2.2.1.1 The Occupational Medical Services Program will be designed to provide the medical
services listed.The awarded Vendor shall provide weekend and extended weekday hours
of operation and shall be staffed with appropriately trained and qualified medical
personnel.
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Exhibit A—Scope of Services
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2.2.1.2 Clinical Activities: The following are the activities that shall be required of the awarded
Vendor,to perform services for the County.This list includes the core function and major
emphasis of clinical activities to be performed. Lab results, medical findings, and
recommendations shall be reviewed with the examinee. The summary results shall be
forwarded to the Human Resources Division within one(1)working day of the completion
of the examination for all items listed below,unless otherwise indicated.Upon request of
the County or the individual,a complete report must be made available.
a. Pre-Placement Employment Physical: A basic occupational and medical history is
reviewed with an occupational physical exam. A Respirator Medical Clearance
Evaluation may also be required based on job classification. The medical
determination of ability to work is assessed based on the job classification
specifications provided by Collier County.A vision exam(near and far acuity,color,
depth perception)will be conducted with this physical at no charge.Ancillary tests to
determine medical clearance(i.e., drug testing, blood alcohol, CBC, lipid panel) are
reimbursed per Exhibit A-Fee Schedule.
b. Pre-Placement Physical with Commercial Driver's License(CDL)Physical: The
candidate's medical history is reviewed. A Respirator Medical Clearance Evaluation
may also be required based on job classification. The medical examiner conducts a
physical that evaluates the candidate's medical condition for employment and CDL
medical certification. The physician completes the post-offer physical form and the
Department of Transportation (DOT) medical physical form. Laboratory results are
reviewed. A vision screen and urine dipstick are conducted at no additional charge.
The DOT card is issued.
c. Firefighter Physical: A comprehensive medical history review and physical
evaluation is conducted in accordance with the recommendations of the current NFPA
1582. A Respirator Medical Clearance Evaluation and Fitness Plan per NFPA 1582
Guidelines is included as part of the physical evaluation. This physical shall be
conducted in a manner that permits the physician to review the findings of all
components (labs, tests, etc.) of the physical and review those findings and any
recommendations with the firefighter candidate/employee.
d. Emergency Medical Technician (EMT)/Paramedic Physical: A comprehensive
medical history review and physical evaluation is conducted in accordance with the
recommendations of the current regulatory requirements. This physical shall be
conducted in a manner that permits the physician to review the findings of all
components (labs, tests, etc.) of the physical and review those findings and any
recommendations with the EMT/Paramedic candidate/employee.
e. Respirator Medical Clearance Evaluation: A respiratory health questionnaire and
medical history is reviewed by a *physician, *nurse practitioner, or *physician's
assistant (*licensed to practice in the State of Florida and in good standing) per the
OSHA Standard — CFR 1910.134. The physical examination with interpretation of
spirometry and ancillary tests will assess the ability to wear a respirator. A written
medical recommendation shall be provided per the OSHA Standard-CFR 1910.134.
A vision exam will be included at no charge.Spirometry testing is included.Ancillary
tests at the published fee schedule rate can augment this physical assessment.
f. SCUBA Diving Medical Examination and Certification: A medical history is
reviewed and a physical examination with required ancillary testing is conducted to
determine issuance of a diving certification.
g. CDL Physical (DOT): The Department of Transportation Medical Examination
Report for commercial driver fitness determination is conducted in accordance with
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Exhibit A—Scope of Services
GAO
DOT regulations and requirements.A Medical Examiners Certificate(DOT Card)will
be issued after successful completion of this physical.
h. Fitness for Duty Examination(FDE):The selected Vendor shall perform any fitness
for duty examinations requested by the Collier County Human Resources Division.
The fitness for duty examination content shall be determined by the physician based
on the job classification requirements.A complete medical report shall be forwarded
to the Human Resources Division within one(1)working day of the completion of the
examination.
i. Independent Medical Examination(IME): The selected Vendor shall perform any
independent medical examinations requested by the Collier County Human Resources
Division. The independent medical examination content shall be determined by the
physician based on the job classification requirements as provided by Collier County.
A complete medical report shall be forwarded to the Human Resources Division within
one(1)working day of the completion of the examination.
j. Asbestos Medical Examinations and Consultations: The selected Vendor shall
provide medical examinations and consultations following the requirements of the
Asbestos Standard CFR 1926.1101. This examination shall include a Respirator
Medical Clearance Evaluation.
k. Laboratory Work:The following tests shall be performed for an all-inclusive fee as
outlined in Exhibit A—Fee Schedule:
1. Comprehensive Metabolic Panel with Lipids
2. Complete Blood Count(CBC)w/Platelet,Auto Differential
3. Urinalysis Chemistry
4. Creatinine
5. BUN
6. TSH Levels Test
7. C-Reactive Protein
8. Heavy Metals Test — Blood (Lead, Aluminum, Antimony, Bismuth,
Cadmium,Chromium,Cooper,Nickel,Zinc)
9. HbA1c
10. RBC Cholinesterase
11. Polychlorinated Biphenyls
12. Blood Alcohol Test
13. Breath Alcohol Test — (Administered by a Breath Alcohol Technician
meeting DOT Qualifications only)
14. Arsenic—Urine
15. Mercury-Urine
16. PPD Testing w/Reading(Induration measurement)
17. Chest x-ray(2-view)
18. Chest x-ray(4-view)
19. Chest CT w/contrast
20. Chest CT without contrast
21. Audiometric Screening Test (pure tone air only) with interpretation
(Audiogram) per OSHA's Occupational Noise Exposure Standard - CFR
1910.95
22. Pulmonary Function Test(with interpretation)
23. Drug Screen w/MRO—DOT 5 Panel (Collected per DOT Urine Specimen
Collection Guidelines—49 CFR Part 40)
24. Drug Screen w/MRO—HRS 5 Panel
25. Drug Screen w/MRO—HRS 10 Panel
26. Hepatitis Panel Test
27. Measles,Mumps,Rubella Vaccination(MMR)
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Exhibit A—Scope of Services
cps()
28. MMR Titer
29. Mumps Vaccination
30. Mumps Titer
31. Measles Vaccination
32. Measles Titer
33. Varicella Vaccination(Price per injection)
34. Varicella Titer
35. Hepatitis A Vaccination Series(price per injection)
36. Hepatitis B Vaccination Series(price per injection)
37. Hepatitis Titer(if previously immunized)
38. HIV 1 &2 Antibody Test
39. Pre-exposure Rabies Vaccination Series(price per injection)
40. Rabies Titer(if previously immunized)
41. Tetanus/diphtheria Vaccination
42. Tdap Vaccination
43. EKG- 12 Lead(with interpretation and physician confirmation)
44. Cardiac Stress Test(with interpretation and physician confirmation)
45. Echocardiogram(with interpretation and physician confirmation)
46. Prostate Exam
47. PAP Test
I. Medical Services Not Listed:Medical services(labs,tests, immunizations,etc.)not
listed in this document shall be permitted upon review and authorization by the Human
Resources Division.Pricing for such services shall not exceed the usual and customary
rate as listed by the County's health claim administrator for zip code 34112.
m. Post-Offer Physical Examinations: Post-offer examinations will usually be
scheduled on short notice. Appointments may be requested for the same day or the
following business day.
1. The medical examination and review of the collected medical and
occupational history must be performed by a licensed physician, nurse
practitioner,or physician's assistant,preferably experienced in occupational
health. Routine measurements, laboratory specimens, and x-rays may be
taken by paramedical personnel.
2. Written confirmation of the examination results must be provided to the
Human Resources Division, or designated person, within twenty-four(24)
hours.This confirmation must identify any concerns and/or accommodation
recommendations.
3. Reports and Records: All medical reports shall be the sole property of Collier County and may not be used or
reproduced in any form without the explicit written permission of the County.The successful Vendor selected to
provide these services shall maintain complete records on each individual examined/treated. Such records shall
remain confidential in compliance with all H1PAA regulations and will be made available only to the County's
representative and/or the individual.
3.1 No information,record, report, or data derived, compiled,obtained,prepared, or developed by the Vendor
from work performed pursuant to the contract may be released, disseminated, or disclosed without written
consent of the County.
3.2 All medical reports and records shall be formally transferred to the County by the successful Vendor within
five(5)working days after the receipt of a contract termination notice.
4.Fee Schedule
4.1 Cost proposals shall be based upon a stated Annual Cost for the Medical Director Services and a Unit Price
for Laboratory work(Testing Types)as noted in Exhibit A-Fee Schedule.
4.2 The fee(s)shall be payable in equal monthly installments with payment due on the first day of each month.
Page 4 of 5
Exhibit A—Scope of Services
Gp,O
5.Price Modifications
5.1 Prices shall remain firm for the initial term of this contract.Requests for consideration of a price adjustment
must be made prior to the contract renewal date thereafter and submitted in writing to the Division Director
of Human Resources or designee.Price adjustments are dependent upon the most recent 12-month Consumer
Price Index for all Urban Consumers (CPI-U) for the Miami-Ft. Lauderdale area, budget availability, and
Division Director of Human Resources approval.
The Procurement Director or designee has the authority to approve price adjustments in accordance with the
Procurement Ordinance, as amended. Price increase requests are not guaranteed. If approved, the Vendor
will be notified in writing with the effective date of any approved price increases.
Page 5 of 5
Exhibit A—Scope of Services
Op0
Exhibit B
Provider Pricing
(following this page)
Cp,O
25-8407 CollierCounty Medical Director Services,Employment Physicals and Drug Testing
EXHIBIT B -Provider Pricing
DESCRIPTION Annual Cost
PART A:
Medical Director Services Annual Cost $ 18,000.00
PART B: Testing Types Unit of Unit Price
Measure
Independent Medical Examination(IME) ea $ 300.00
Pre-Placement Employment Physical ea $ 150.00
Pre-Placement Physical W/CDL Physical ea $ 165.00
Firefighter Physical ea $ 180.00
Respirator Medical Clearance Evaluation ea $ 160.00
SCUBA Diving Medical Examination and Certification ea $ 120.00
CDL Physical(DOT) ea $ 165.00
Fitness for Duty Examination ea $ 300.00
Asbestos Medical Examinations and Consultations ea $ 160.00
Laboratory Work cbc, chemistry, urinalysis, Lipid bundled ea $ 62.00
Creatinine ea inc chemistry
BUN ea inc chemistry
TSH Levels Test ea $ 19.00
C-Reactive Protein ea $ 16.00
Comprehensive Metablic Panel with Lipids ea $ 33.00
Complete Blood Count(CBC)w/Platlet,Auto Differential ea $ 16.00
Urinalysis Chemistry ea $ 13.00
Heavy Metals Test- Blood Panel Test(Arsenic, Cadmium, Lead, ea $ 157.00
Mercury)
Heavy Metals Test-Blood -Aluminum ea $ 40.00
Heavy Metals Test-Blood-Antimony ea $ 170.00
Heavy Metals Test-Blood- Bismuth ea $ 170.00
Heavy Metals Test-Blood-Chromium ea $ 68.00
Heavy Metals Test-Blood- Copper ea $ 23.00
Heavy Metals Test-Blood-Nickel ea $ 165.00
Heavy Metals Test-Blood-Zinc ea $ 26.00
HbAlc ea $ 21.00
RBC Cholinesterase ea $ 60.00
Polychlorinated Biphenyls ea $ 212.00
Blood Alcohol Test ea $ 56.00
Breath Alcohol Test- (Administered by a Breath Alcohol Technician ea $ 56.00
meeting DOT Qualifications Only)
1
CaO
Arsenic - Urine ea $ 101.00
Mercury - Urine ea $ 62.00
PPD Testing w/Reading(Induration measurement) ea $ 25.00
Chest x-ray (2-view) ea $ 83.00
Chest x-ray(4-view) ea $ 100.00
Chest CT w/contrast ea $ 375.00
Chest CT without contrast ea $ 350.00
Audiometric Screening Test(pure tone air only)with interpretation ea $ 14.00
(Audiogram)per OSHA's Occupational Noise Exposure Standard-CFR
1910.95.
Pulmonary Function Test(with interpretation) ea $ 56.00
Drug Screen w/MRO-DOT 5 Panel(Collected per DOT Urine ea $ 50.00
Specimen Collection Guidelines- 49 CFR Part 40)
Drug Screen w/MRO- HRS 5 Panel ea $ 45.00
Drug Screen w/MRO- HRS 10 Panel ea $ 50.00
Hepatitis Panel Test Hepatitis B Titer per Q&A ea $ 37.00
Measles, Mumps, Rubella Vaccination (MMR) ea $ 134.00
MMR Titer ea $ 80.00
Mumps Vaccination ea incl in MMR
Mumps Titer ea incl in MMR titer
Measles Vaccination ea incl in MMR
Measles Titer ea incl in MMR titer
Varicella Vaccination(Price per injection) ea $ 230.00
Varicella Titer ea $ 37.00
Hepatitis A Vaccination Series(Price per injection) ea $ 110.00
Hepatitis B Vaccination Series (Price per injection) ea $ 87.00
Hepatitis Titer(if previously immunized) ea $ 37.00
HIV 1 & 2 Antibody Test ea $ 37.00
Pre-exposure Rabies Vaccination Series(Price per injection) ea $ 740.00
Rabies Titer(if previously immunized) ea $ 162.00
Tetanus/diphtheria Vaccination ea $ 62.00
Tdap Vaccination ea $ 76.00
EKG - 12 Lead(with interpretation and physician confirmation) ea $ 54.00
Cardiac Stress Test(with interpretation and physician confirmation) ea $ 195.00
Echocardiogram (with interpretation and physician confirmation) ea $ 275.00
Prostate Exam ea n/c
PAP Test ea $ 152.00
2 CA0
Exhibit C
Business Associate Agreement
(following this page)
HIPAA 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 Advance Medical of Naples, LLC, a Limited Liability Company duly organized and
registered to do business in the State of Florida(hereinafter referred to as the "Business Associate"),
effective as of this Z74L day -IA,,,, , 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.
GAG
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 Collier County Medical Director
Services, Employment Physicals and Drug Testing Agreement No. 25-8407 services agreement (the
"Services Agreement") resulting from Covered Entity's solicitation RFP No. 25-8407 seeking those same
described 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).
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.
GAO
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.
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. If Business Associate Discovers that a Breach of unsecured PHI has occurred, Business
Associate Breach of Unsecured PHI 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.
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.
GAO
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 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).
GAO
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
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.
GAO
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 reasonably determines that return or destruction is not feasible, Business
Associate shall continue to extend the protections of this Agreement to such PHI, and limit further uses
and disclosures of such PHI to those purposes that make the return or destruction of such PHI not
feasible. If Business Associate is asked to destroy the PHI, Business Associate shall destroy PHI in a
manner that renders the PHI unusable, unreadable or indecipherable to unauthorized persons. 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
Agreement shall survive the termination or expiration 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.
16.1 Further, Business Associate shall comply with any relevant State privacy laws to the extent
that such State privacy laws are not preempted by the HIPAA Rules.
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:
GPI,
If to Covered Entity: Collier County Government Center
3311 Tamiami Trail E.
Naples, FL 34112
Attn: Andrew Kelly
Email: Andrew.Kelly@collier.gov
If to Business Associate: Advance Medical of Naples,LLC
720 Goodlette Road North, Suite 500
Naples,FL 34102
Attn: Gregory Leach, Manage
Email: GLeach@advmednaples.com
18. Indemnification. The Business Associate shall indemnify and hold harmless
Covered Entity and any of Covered Entity's affiliates, directors, officers, employees and agents
from and against any claim, cause of action, liability, damage, cost or expense (including
reasonably attorneys' fees) arising out of or directly relating to any non-permitted disclosure of
PHI or other breach of this Agreement by Business Associate or any affiliate, director, officer,
employee, agent or subcontractor of Business Associate.
19. Miscellaneous.
a. Severability. In the event that any provision of this Agreement is adjudged by any
court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof
shall continue to be binding on the parties hereto with the same force and effect as though such
void or unenforceable provision had been deleted.
b. Waiver. No failure or delay in exercising any right, power or remedy hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or
remedy hereunder preclude any other further exercise thereof or the exercise of any other right,
power or remedy. The rights provided hereunder are cumulative and not exclusive of any rights
provided by law.
c. Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto relating to the subject matter hereof, and 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 more
counterparts, each of which shall be deemed an original and all of which taken together shall
constitute one and the same instrument. A copy of this Agreement bearing a facsimile signature
shall be deemed to be an original.
e. Regulatory Reference. Any reference made herein to any provision of law or
regulation shall be a reference to such section as in effect and as same may be amended from time 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
CqO
comply with any and all state or federal laws rules, or regulations, including without limitation any
future laws, rules or regulations.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed as of the
date first set forth above.
COVERED ENTITY:
BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA
Q u i g I ey M i ch a e l Digitally signed by QuigleyMichael
Date:2026.01.30 08:19:04-05'00'
By:
Michael Quigley, Director of Risk Management
BUSINESS ASSOCIATE:
Advance Medical of Naples,LLC
By: _____LP_____:Z
Print Name:
Title: Wail—
First
Witness: ,�,,�Q
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Print Name
Second ' • •ss;
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�Se . Tea h, Deputy County Attorney
CPO
Exhibit D
Affidavit Regarding Labor and Services
(following this page)
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AFFIDAVIT REGARDING LABOR AND SERVICES
AND CONTRACTING WITH ENTITIES OF FOREIGN COUNTRIES OF CONCERN PROHIBITED
Effective July 1, 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: fd fl ))� ed f,� /OF j� lnti j. at
Address: 7 `(S'03l '� `"/f' J� . r`!_ Of) kk . a 3'i/[)7-
Phone Number: 1 _n ID& 7W-10
Authorized Representative's Name: LC(te )n,L1, jiaL i MD
Authorized Representative's Title: (j �j
Email Address: (Xa Path )C (jry4 1 ti.(Q/}l —4—
1, - ( r. 1C a e �f ut rize Representative), as authorized representative attest under
penalty of per' ury t at � � (�k�d((� 0.)U.! (Name of Nongovernmental Entity) does not: (1)use
coercion for labor or services as defined in§787.06,Flo da 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.
Und o pe ' ,1 declare that I have the foregoing Affid vit and that the facts stated in it are true.
z 1lb lzoz,
(Signature ofauthorizedctepresente£tve) e
STATE OF L I
COUNTY OF
ton to(or a rmed)a d bsc ' ed b fore me,by r,eans of physical presence or 0 online notarization this
day o 20 by .e... 2 Name of Affiant),who produced his Florida Driver's License as
'den 'ficati n. t
Notary Publicit. r'
;F'' : AUDREY M.DENIHAN
"'= MY COMMISSION#HH 374928
Commission Expires ; 64,• EXPIRES:May 11,2027
Personally KnownpR Produced Identification 0
Type of Identification Produced:
CAO