Page 1 of 30 RFP2019-3112 Employee Clinic REQUEST FOR PROPOSAL (RFP) 2019-3112 Martin County Board of County Commissioners 2401 S.E. Monterey Road Stuart, Florida 34996 (772) 288-5481 pur_div@martin.fl.us www.martin.fl.us The Board of County Commissioners, Martin County, Florida, will receive sealed proposals for: EMPLOYEE MEDICAL CLINIC Sealed proposals will be received by the Information Desk on the 1 st Floor at the address above until 2:30 PM local time, on Wednesday, February 20, 2019. The basic proposal document is available at www.martin.fl.us. Type “bids” in the Search field and then click on Bid Search. The complete bid document may be downloaded from www.demandstar.com (online bidding site). Martin County is an equal opportunity/affirmative action employer. By order of the Board of County Commissioners of Martin County, Florida. Page 2 of 30 RFP2019-3112 Employee Clinic BASIC SCOPE OF SERVICES Martin County is soliciting competitive responses from interested parties to a full service, on-site primary care clinic to provide medical services, including pre-employment health screenings, occupational and nonoccupational health services, primary care services, medication dispensing, as well as wellness and disease management programs for all employees and dependents enrolled in the County’s health insurance plan. Additionally, the ability to provide Health Risk Assessments as well as working with the County’s existing wellness program to provide educational, intervention and incentive programs is preferred. The County would like staffing to include a medical doctor and necessary support staff. The on-site clinic will be dedicated for the use of County employees and its eligible medical plan participants and not accessible by the general public. The facility should be able to handle job injury services including initial treatment of work related injuries. Multiple locations may be considered. The provider must comply with all guidelines and regulations set forth in the Health Insurance Portability and Accountability Act (HIPAA) and Clinical Laboratory Improvement Ave (CLIA). The provider will serve as an independent contractor and as such, the provider will provide the coverage necessary for the maintenance of their business and will hold the County harmless for any claim for damages by third party of any of their employees for negligence by the proposing company. It is the County’s intent to begin employee clinic services on or about October 1, 2019. BACKGROUND Martin County has provided employee medical insurance through BlueCross BlueShield of Florida since 1999. The plan includes employees and dependents of the Martin County Board of County Commissioners, Tax Collector, Clerk of the Circuit Court, Property Appraiser, and the Supervisor of Elections. Currently, the County offers employees and their dependents the choice of a BlueOptions PPO Plan. As of November, 2018 there are 1387 employees covered under the BlueOptions PPO. The appointed Agent of Record for Martin County is the Gehring Group. A major accounts report is included with this RFP. The County has contracted with a provider for a stand alone, dedicted employee medical clinic since 2011. MINIMUM QUALIFICATIONS A. Proposers must have prior experience in providing on-site medical services in the format for which they are proposing, preferably in the public sector. B. Proposer must be able to enter into the contract provided with this RFP including providing insurance at the limits outlined in the Agreement. This Agreement is subject to change. Page 3 of 30 RFP2019-3112 Employee Clinic PROPOSAL CONTENTS A. Cover letter/statement of interest including name of firm, address, telephone number and e-mail address of person to be notified of a contract award, signed by an authorized corporate officer, principal, or partner. Also, identify the individual that will have primary responsibility for this contract and their title or role. B. Firm Qualifications 1. Qualifications and experience of the proposer, including type of business entity, organizational size, structure and history of the organization, experience in the provision of services, and location of the office that would contract for services to the County. 2. List at least three current contracts for the services described in this RFP for public entities, including entity name, name and telephone number of the public officer in charge of the contract, and years in which the services have been provided. If no contracts with public entities exist, provide three (3) other entities. Indicate if services were performed at an on-site facility or in a facility that was dedicated to that particular employer group only. 3. Indicate if any contracts have been terminated and reason for termination. 4. List any claims filed against the proposer (or its agents or employees) with the proposer’s liability insurance carrier for professional error and omissions, including the nature and resolution of such claims; list all written complaints filed with local, state or federal regulatory agencies, business organizations, or other outside agencies against the proposer or any of its agents or employee within the past five (5) years, together with an explanation of their resolution. 5. Provide performance results, if available, from current clients, including return on investment. 6. Additional information that the proposer believes would be helpful to the County in evaluating the proposer’s ability to provide services. C. Primary Care 1. How are appointments scheduled? 2. Is the appointment scheduling process available online? 3. Describe the types of problems that can be addressed on-site. 4. Will medications be dispensed on-site? If so, elaborate on the selection process, scope and type to be administered, as well as the cost and/or claims filing process for dispensed medications. 5. What if a disease process escalates? 6. Will your physician(s) have hospital privileges? Where? 7. Describe the primary care case management process. 8. What if the medical team is not available on the day the care is needed? 9. What if a problem occurs after hours? 10. Describe the fee-for-service schedule and claims filing process for primary care services performed in the on-site clinic. 11. Describe the fee-for-service schedule and claims filing process for ancillary services such as labs and others that may apply. 12. Are medical staff rates guaranteed for the length of the contract? If not, provide details on increases during the contract term. 13. How will the clinic handle medical staff vacations, illness, etc? As administrator will you provide alternate staffing? 14. Provide the following information on your proposed medical staff: a. Position Name Page 4 of 30 RFP2019-3112 Employee Clinic b. Minimum Qualifications c. Job Duties d. Estimated hourly pay rate or salary D. Worker’s Compensation 1. Describe the types of problems that can be addressed on-site. 2. What if a medical / injury condition escalates? 3. Describe the role of the On-Site physician in conjunction with current job injury case management services. 4. What if the medical team is not available on the day an accident happens? 5. How is case management triggered? 6. Describe the process for determining fitness for duty. 7. How will medical treatment be delivered and managed for sworn police/fire officers who are covered under Florida’s Heart and Lung Bill? 8. Are there any additional charges for including Workers Compensation and pre-hire/Fit for Duty Physicals? 9. Does your medical record system allow you to track and report on Workers Compensation claims separately from the medical claims and report to the County? a. On what frequency (monthly, quarterly, annually, upon request) b. In what format. 10. Can you provide on-going managed care until the employee is released at maximum medical improvement? E. Communication Plan & Member Services 1. Provide a proposed communication plan for introducing the on-site healthcare and wellness program and reference the ongoing communication process. Outline your company’s responsibilities in these processes. Include copies of your educational materials and timelines for distribution. 2. How can employees communicate with the medical team? 3. How do you determine locations of service and standard hours of operation for member services? 4. Will you utilize existing resources for clinics? 5. Can your website be linked with each group’s respective website? 6. Describe your ability to communicate with an employee population that is geographically dispersed. Provide examples if appropriate. 7. Discuss the frequency and type of communications that eligible persons will receive throughout the program period. 8. How can an employee access your company for member services after hours? 9. Provide your web address and any access codes needed to explore your services. 10. Are you willing to allow the County to use its own branding in communication and program materials? F. Identification of High Risk Individuals 1. Understanding there are a variety of methodologies for implementing a HRA/targeted intervention process, explain in detail the HRA/targeted intervention model that your organization would recommend be implemented. Explain the rationale behind your recommendation. Keep in mind that this needs to be a confidential process following all HIPAA guidelines. Page 5 of 30 RFP2019-3112 Employee Clinic 2. How would your company identify high-risk members (i.e. health risk assessment, member services calls, medical claims data, pharmacy claims data, etc.)? 3. Describe your methodology for tracking and intervening with high-risk members on an on-going basis. 4. Do you stratify members by severity of risk for complication? Please elaborate. 5. What Health Risk Assessment (HRA) do you use and how long have you used it? List all risk factors you identify in your profile. Provide a sample HRA in your response. 6. How often do you recommend distributing the HRA? Is your health risk assessment available both on-line and off-line? 7. Describe turnaround time for each of the following areas: a. Providing the HRA results to individuals. b. Contacting individuals for possible interventions. c. Providing each entity with a summary report of the initial HRA results. 8. Describe how your organization would provide a system to assist HRA participants’ in completion of their questionnaires and in the interpretation of their personal profile. 9. What level of participation can we expect in years one, two and three of this program? 10. Describe how your organization will set and reach participation goals. 11. Do you recommend using incentives? If so, describe the incentives your organization recommends. 12. Describe your plan to involve new employees in the HRA process. 13. Describe your capabilities to update an individual’s HRA record while conducting follow-up calls. 14. How does your HRA monitor and report individual change from year to year? 15. Describe the process for engaging an individual with a targeted health condition. 16. Describe the process for persons you are unable to reach. G. Measurement Tools & Results 1. Address how you would propose to review an on-site clinic operations and its effectiveness. This should include standards and measurement criteria for onsite healthcare activities, costs, outcomes, HRA, disease management, member services, member intervention, and educational materials. 2. How would you propose measuring outcomes and success of the overall program? 3. Describe your standard management reports. Describe your custom reporting capabilities and the associated costs. Provide a recommendation and examples of reports that you would provide on an ongoing basis. 4. Provide examples of the following, if applicable: a. On-site healthcare activity report b. Member participation c. Member intervention d. Financial summary/savings report e. Management reports online 5. Describe how your Plan specifically evaluates the effectiveness of primary care case management. Include any results of the evaluation as an attachment. 6. Provide all clinical indicators used to track the success of the program and the results, if any, by year since inception of the program including: a. Program Outcomes b. Utilization Measures (list measures) c. Member Satisfaction Page 6 of 30 RFP2019-3112 Employee Clinic d. Changes in the Cost of Care e. Productivity/Absenteeism (list indicators) 7. Describe specifically how records for individuals with both personal health and job injury clinic experience will be managed. H. HIPAA Compliance 1. Is your firm HIPAA compliant? 2. Describe your system for the assurance of personal health data security. 3. Have your network security systems ever been breached? Describe. I. Proposed Program Costs & Estimated Savings 1. Administration fees 2. Start-up costs / fees 3. Staff costs 4. Supply costs 5. Pharmacy costs (if applicable) 6. Facility costs 7. Indicate all payment terms and conditions 8. Detailed savings projections, including savings in the following areas: a. Primary Care / Specialist Visits b. Prescription Drugs c. Worker’s Compensation 9. Number of years baseline fees are guaranteed. 10. Explain the procedure for adding future clinic/medical staff hours. Will the administration cost to each entity increase by adding future hours? 11. Detailed listing of all services included in your administrative fee. 12. Detail your contract opt-out period and specify if it is with or without cause, or both. 13. List of the top ten supplies your clinic will stock and the price each entity will pay for each of these supplies. 14. Provide costs for the following services: a. Cholesterol Test b. Blood Sugar Test c. Lab Processing Fees d. Strep Test e. Flu Test f. Flu Shot g. Standard X-ray (Fracture) h. Chest X-Ray i. Drug Screening (Qualitative) j. Random Drug Screening k. EKG l. DOT Physical 15. Are laboratory costs run through the medical plan or as a pass through to each entity? 16. Cost of an onsite X-ray machine and applicable leasing arrangements that can be offered to the County. 17. Provide a breakdown of potential savings, including medical and prescription drug claims, to the medical plan by offering 18. on-site services through your firm. Page 7 of 30 RFP2019-3112 Employee Clinic 19. Address your willingness to enter into a performance guarantee and how the performance criteria and penalties might be defined. 20. Provide a sample of any performance guarantees you have currently offered or have offered to current or prospective clients. J. Outline any exceptions or restrictions to any contract provision or requirement contained in this RFP. K. Provide any additional ideas or services not included herein. INSTRUCTIONS TO PROPOSERS 1. Proposers that do not comply with all instructions or do not include all requested information may not be considered. 2. One (1) electronic copy of submittal on CD or thumb drive in PDF format shall be submitted. No paper copy is necessary. 3. A Selection Committee will score the proposals based on the criteria below and may develop a short list of firms that will make a presentation to the committee. If presentations are required, ten (10) additional points will be available to the proposer. 4. The County shall be the sole judge of its own best interests, the proposal, and the resulting agreement. The County reserves the right to investigate the financial capability, reputation, integrity, skill, business experience and quality of performance under similar operations of each proposer, including stockholders and principals before making an award. Awards, if any, will be based on both an objective and subjective comparison of Proposals and Proposers. The County's decisions will be final. Selection Criteria Point Value Ability, capacity and skill 35 Experience operating a clinic for select employer group (results & references) 25 Experience with Florida government entities 10 Cost 30 Total Points 0-100 ADDITIONAL INFORMATION 1. Cone of Silence. The County prohibits any communication by a proposer, agent for proposer or subcontractor to a proposer with Selection Committee members or any other employee regarding this Contract outside the Purchasing Division including but not limited to the County Administrator and County Commissioners about the project during the selection process from the time of advertisement until contract award except during public meetings. Violation of this policy shall result in disqualification of the vendor. 2. Contract. The successful vendor shall be required to enter into the Contract included with this RFP. The Vendor understands that this RFP does not constitute an agreement or contract with the Vendor. Page 8 of 30 RFP2019-3112 Employee Clinic County contracts are awarded only when a fully executed written agreement has been returned to the Vendor by the County. 3. All questions concerning this selection process or this document, and protests, or appeals of the decision of the Selection Committee must be addressed in writing to the Purchasing Division and e- mailed to pur_div@martin.fl.us. Questions shall be received no later than 5:00 PM on Monday the week prior to the proposal due date. 4. No oral interpretation of this RFP shall be considered binding. The County shall be bound only when such statements are written and executed under the authority of the Purchasing Manager. Any and all interpretations and any supplemental instructions will be in the form of written addendum via the online bidding site. Failure of any Vendor to receive such addendum shall not relieve said Vendor from any obligation under the RFP submitted. All addenda issued shall become part of the Contract Documents. 5. The County reserves the right to reject any and all submittals with or without cause, to waive technicalities, or to accept those submittals which best serve the interests of the County. 6. Proposals become a “public record” and shall be subject to disclosure consistent with Chapter 119, Florida Statutes, thirty (30) calendar days after the bid opening or upon bid award in accordance with Chapter 119, Fla. Stat.. Marking a proposal “confidential” or “proprietary” does not exclude all or any part of the proposal from disclosure under public records requirements. To claim the proposal or a portion thereof as exempt or confidential and exempt from disclosure, you must state the basis of the exemption, including the statutory citation to an exemption created or afforded by Florida Statutes; state in writing and with particularity the reasons for the conclusion that the proposal is exempt or confidential and exempt; and if only a portion of the proposal is claimed to be exempt or confidential and exempt, provide a redacted version of the proposal showing those portions claimed to be exempt or confidential and exempt. Proposals submitted with claimed exemptions shall be reviewed and release of these records shall be at the County’s discretion. Failure to notify the County of claimed exemptions constitutes a waiver and the submittal will be released as requested. 7. Submittals may be withdrawn prior to due date by written request dispatched by the Vendor and received by the Purchasing Division before the time for receiving Submittals has expired. 8. The County reserves the right to request clarification of information submitted and to request additional information of one or more Vendors after the deadline for receipt of Submittals. 9. Costs for preparation of a response to this request are solely those of the Vendor and the County assumes no responsibility for any such costs incurred by the Vendor. The County will not be liable for any costs incurred by the Vendor prior to execution of the contract by the parties. 10. Submittals shall be formatted to letter sized paper and with a minimum 12 point font. 11. Vendors are instructed NOT to fax or e-mail their submittal as they shall be rejected as non- responsive. 12. Vendors must indicate on the outside of their envelope the following:  RFP Number and Name Page 9 of 30 RFP2019-3112 Employee Clinic  Due Date and Time  Name of Proposer 13. All Submittals must be manually and duly signed by an authorized corporate officer, principal, or partner (as applicable) with a signature in full on the Cover Letter/Statement of Interest. Vendors who are nonresident corporations shall furnish to the County evidence of their ability to transact business in the State of Florida along with their RFP. 14. Submittals that contain any limiting terms and conditions that do not explicitly agree to provide the scope in the contract documents may be disqualified. 15. Any Vendor who presents in its RFP to the County, any information which is determined by the County, in its sole opinion, to be substantially inaccurate, misleading, exaggerated, or incorrect, may be disqualified from consideration. 16. The Vendor shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The Vendor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of U.S. Department of Transportation assisted contracts. Failure by the Vendor to carry out these requirements is a material breach of the contract which may result in the termination of the contract or such other remedy as the recipient deems appropriate. 17. It is the policy of the United States, the State of Florida, or the County that small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns (hereinafter “small business concerns”) shall have the maximum practicable opportunity to participate in performing contracts, including contracts and subcontracts. It is further the policy that its prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns. The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. The Contractor further agrees to cooperate in any studies or surveys as may be conducted by the appropriate government agency as may be necessary to determine the extent of the Contractor’s compliance with this clause. 18. The successful proposer(s) will be required to monitor the performance of his employees on a periodic basis while they are assigned to the County. The successful proposer(s) is required to comply with the Immigration Reform Act of 1986 (IRCA) which requires all individuals hired after November 6, 1986, to provide employers with proof of citizenship or authorization to work in the United States. 19. As required by FS 287.133; "A person or affiliate who has been placed on the convicted vendor list following a conviction for Public Entity crime may not submit a bid on a contract to provide goods or services to a public entity, may not submit a bid or contract with 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 Vendor under a contract with a public entity, and may not transact business with any public entity in excess of the threshold amount in Section 287.017, for category two for a period of thirty-six months from the date of being placed on the convicted vendor list". Page 10 of 30 RFP2019-3112 Employee Clinic 20. Protests shall be in accordance with the procedure outlined in the Martin County Purchasing Manual which is available at www.martin.fl.us. Type Purchasing Manual into the Search field. 21. Selection Committee meetings are posted on the County’s website at www.martin.fl.us in accordance with the Florida Sunshine Law. Selection Committee meetings are open to the public. 22. Section 112.313, Fla. Stat., prohibits contracts with County employees, officers and advisory board members. All bidders must disclose the name of any Martin County officer or employee who owns, directly or indirectly an interest in the bidder's firm or any of its branches. Advisory Board Members may qualify for an exemption by submitting Commission on Ethics Form 3A with bid and filing such form with the Supervisor of Elections in accordance with Section 112.313(12)(b), Fla. Stat. Page 11 of 30 RFP2019-3112 Employee Clinic SAMPLE MEDICAL SERVICES AGREEMENT THIS MEDICAL SERVICES AGREEMENT ("Agreement") is made and entered this ___ day of _________, 2011, by and between MARTIN COUNTY, a political subdivision of the State of Florida, 2401 SE Monterey Road, Stuart, FL 34996 (hereinafter referred to as “County”), and VENDOR NAME, a Florida Corporation, ADDRESS (hereinafter referred to as "MEDICAL PROVIDOR"). RECITALS WHEREAS, the County determined it is necessary to provide certain medical services for participants in its group medical plan; and WHEREAS, COUNTY issued Request For Proposal No. 2019-3112 seeking an entity to provide Medical Services (as hereinafter defined) for certain Participants of its group medical plan (as hereinafter defined) and through a selection process conducted in accordance with the requirements of law and County policy, determined that it was in the County’s best interest to award a contract to MEDICAL PROVIDOR to provide those medical services described herein; and WHEREAS, MEDICAL PROVIDOR occupies and operates a full service medical facility and MEDICAL PROVIDOR center providing primary medical services, preventive and health/wellness care (including, but not limited to, occupational and industrial care, minor illnesses, chronic conditions, and women’s health), and MEDICAL PROVIDOR has reviewed the above RFP and is qualified and able to provide the medical services provided herein. TERMS NOW THEREFORE, in consideration of the mutual promises set forth herein, and for good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, COUNTY and MEDICAL PROVIDOR, hereby agree to the following: 1. DEFINITIONS a. “Medical Assistant” shall mean a registered nurse (“RN”), licensed practical nurse (“LPN”), Medical Assistant (“MA”), Emergency Medical Technician (“EMT”), X-ray Technician, Paramedic, or Phlebotomist operating under the scope of their certification and under the direction of a Nurse and/or Medical Professional appropriately licensed in the State of Florida. b. “Medical Professional” shall mean a Medical Doctor (“M.D.”), Doctor of Osteopathy (“D.O.”), appropriately licensed in the State of Florida and Certified Registered Nurse Practitioner (“ARNP”), or Physician Assistant (“PA”) operating within the scope of their license. Page 12 of 30 RFP2019-3112 Employee Clinic c. “Medical Records” shall mean any and all electronic and paper copies of medical records, notes, history, of laboratory and x-ray data. d. “Medical Services” shall include, but not be limited to, the prevention, diagnosis, and treatment of the following: sore throats and ears, headaches, strains, sprains, musculoskeletal problems, non- specific abdominal pain, non-specific chest pain, coughs, sinus problems, allergies and their treatment (injections), rashes, common childhood illnesses (chicken pox, mumps, measles), pregnancy testing and contraception, acute urinary complaints, personal hygiene related problems, acute injuries, acute routine office injury treatment, work-related injuries, minor surgical procedures (such as sutures for laceration treatment), flu and treatment (administration of flu vaccines), ordinary and routine care for typical office and follow-up visits, physicals (for pre-employment, annual, sports, or fitness-for-duty), pre-employment drug testing, Drug-Free Workplace testing, disease management services, and lifestyle coaching. e. “Nurse” shall mean, and is inclusive of, a Registered Nurse (“RN”) and a Licensed Practical Nurse (“LPN”), appropriately licensed in the State of Florida, that operates within the scope of their license and under the direction of a Medical Professional. f. “Covered employee” shall mean an employee, retiree living within Martin, Palm Beach, St. Lucie, Okeechobee or Indian River County, or COBRA participant of COUNTY or its Constitutional Officers who is currently enrolled in the group medical plan. g. “Participants” shall mean an employee, retiree, COBRA participant, and their dependents of COUNTY or its Constitutional Officers enrolled in the group medical plan of COUNTY who are eligible to receive of Medical Services from such plan. Employees not covered under the group health plan will be eligible to receive Worker’s Compensation and Occupational Health services only. h. “Protected Health Information” shall mean information as defined by the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA") and following all federal and state privacy requirements. i. “Hours of Operation” shall mean the hours during which the MEDICAL PROVIDER is open (e.g 9am-5pm). j. “Overlap hours” shall mean any period of time where additional staff is provided within the “Hours of Operation” which exceeds the hourly staff required herein. 2. GENERAL RESPONSIBILITIES AND PROVISION OF MEDICAL SERVICES a. Provision of Medical Personnel. MEDICAL PROVIDOR shall furnish Medical Professionals and Medical Assistants to provide the Medical Services at MEDICAL PROVIDOR’ medical facility/MEDICAL PROVIDOR center (or a location designated by County) to Participants, the eligibility for which shall be determined by COUNTY. MEDICAL PROVIDOR shall provide those Administrative and Medical Services as defined herein, as well as more specifically described in Exhibit “A”, which is attached hereto and incorporated herein. The parties acknowledge and agree that Page 13 of 30 RFP2019-3112 Employee Clinic significant consideration was given to MEDICAL PROVIDOR’ agreement that DOCTOR’S NAME shall be the primary medical professional for the services set forth in this Agreement. DOCTOR’S NAME may designate in her sole professional discretion alternative or relief physicians who may be medical doctors or doctors of osteopathy. Any change to DOCTOR’S NAME role as primary physician for County participants shall require the prior written agreement of COUNTY. COUNTY and MEDICAL PROVIDOR may, at any time, and from time to time, amend or supplement the definition of Medical Services by mutual written agreement. MEDICAL PROVIDOR agrees not to hire any current/active employees of the COUNTY or its Constitutional Officers to perform any of the duties or services provided under this Agreement. b. Standards of Performance of Medical Services. MEDICAL PROVIDOR shall contract with Medical Professionals to comply with, perform, or deliver the following (with the support of a Medical Assistant under the Medical Professional’s direction and control): (1) Each Medical Professional shall determine his or her own means and methods of providing Medical and Administrative Services in connection with this Agreement and the Scope of Medical and Administrative Services set forth in Exhibit “A”. Nothing in this Agreement is intended to create (nor shall be construed or deemed to create) any right of MEDICAL PROVIDOR or COUNTY to intervene in any manner in the means and methods by which the Medical Professional renders Medical Services, unless otherwise agreed to or contracted by Medical Professional. (2) All Medical Professionals shall comply with all applicable laws and regulations with respect to the licensing and the regulation of physicians, nurse practitioners, or physician assistants and shall ensure that the Medical Assistant does the same with respect to the licensing and regulation of nurses. (3) All Medical Professionals and Medical Assistant shall provide the Medical Services in a manner consistent with all applicable laws and regulations and in a professional manner consistent with community standards. (4) All Medical Professionals shall maintain the following, during the term of this Agreement, including: A. A duly issued and active license to practice medicine and prescribe medication in the State of Florida, B. A good standing with his or her profession and state professional association, C. The absence of any license restriction, revocation, or suspension, D. The absence of any involuntary restriction placed on his or her Federal DEA registration, and E. The absence of any conviction of a felony. (5) In the event that any Medical Professional (A) has his or her license to practice medicine or prescribe medication restricted, revoked or suspended, (B) has an involuntary restriction placed on his or her federal DEA registration (C) is convicted of a felony, or (D) is no longer in good standing with his or her professional or state licensing authority, MEDICAL PROVIDOR shall promptly remove that Medical Professional and replace such Medical Professional with another Medical Professional that meets the requirements of subsection b.(4) of this Section 2. MEDICAL PROVIDOR shall require any Medical Professional to remove and promptly replace any Medical Assistant who has his or her other Page 14 of 30 RFP2019-3112 Employee Clinic professional license restricted, revoked or suspended, is convicted of a felony, or is no longer in good standing with his or her professional or state licensing authority. Further, MEDICAL PROVIDOR shall inform COUNTY when any individual providing medical or administrative services at MEDICAL PROVIDOR is arrested for any criminal charge in Martin County. (6) MEDICAL PROVIDOR shall require the Medical Professional to ensure that any Medical Assistant complies with the requirements of subsection b.(2),(3), and (4) of this Section 2 with respect to performance, licensing, certification, and good standing, as applicable. MEDICAL PROVIDOR warrants and represents that it has full legal power and authority to bind the Medical Professionals to the aforementioned requirements of this Agreement. MEDICAL PROVIDOR shall require the Medical Professional to notify MEDICAL PROVIDOR immediately in the event the Medical Professional learns of the possibility that any of the events specified in subsection b.(5) of this Section 2 has occurred or may occur with respect to the Medical Professional or any Medical Assistant, and MEDICAL PROVIDOR shall immediately notify COUNTY or of such, so that COUNTY may exercise its right to remove the Medical Professional pursuant to Section 2.a of this Agreement. a. Scheduling of Services and Hours of Operation. MEDICAL PROVIDOR shall contract with Medical Professionals or Medical Assistants for the provision of Medical Services at the location(s) and on schedules according to the Hours of Operation prepared by MEDICAL PROVIDOR and approved by the COUNTY. MEDICAL PROVIDOR shall set forth the Hours of Operation and shall not change the Hours of Operation without prior approval of the COUNTY. MEDICAL PROVIDOR, the COUNTY recognize the need for Overlap Hours; MEDICAL PROVIDOR may propose Overlap Hours and staffing (including the number of physicians, nurse practitioners, physician’s assistants and medical assistants) for the Hours of Operation. The need to adjust the Overlap Hours within the proposed Hours of Operation to best serve the participants is also recognized. MEDICAL PROVIDOR shall reduce the Professional Fees provided for in Section 4.b.2 herein in the event that staffing is reduced from the staff provided for in Section 4.b.2 due to the Overlap Hours or changes in the Hours of Operation or other change in staffing. MEDICAL PROVIDOR shall propose any changed Hours of Operation or Overlap Hours for the Center and submit such document to COUNTY for their review and approval before changing the proposed Hours of Operation or Overlap Hours. COUNTY shall not be responsible for the cost of any professional fees for staff time that is not previously approved by COUNTY and in no event shall COUNTY be responsible for services in excess of the total hours provided for in this Agreement or for costs not provided for in this Agreement. The County Administrator or her designee may approve or deny changes in Hours of Operation or Overlap Hours in her sole discretion on behalf of the COUNTY. b. Place of Services. MEDICAL PROVIDOR shall provide the full measure of examination rooms, storage areas for medication, necessary equipment and supplies (unless otherwise provided in this Agreement), designated exclusively for COUNTY participants use and records maintained in a private and confidential manner. Such location is currently and exclusively occupied and operated by MEDICAL PROVIDOR for the provision of primary, preventive and health/wellness issues typically presented in a practice environment (including occupational and industrial services, minor illnesses, chronic conditions, women’s health). c. Medical Equipment and Medical Supplies. MEDICAL PROVIDOR shall notify COUNTY of supplies the Medical Professional reasonably requires in connection with the provision of the Page 15 of 30 RFP2019-3112 Employee Clinic Medical Services and any need to order/reorder such medical equipment and medical supplies. COUNTY shall purchase available supplies and provide to MEDICAL PROVIDOR Medical Equipment and Medical Supplies which cannot be purchased by COUNTY shall be purchased by MEDICAL PROVIDOR in accordance with Section 4.a herein. MEDICAL PROVIDOR shall provide a copy of the actual invoice for such purchase(s) to COUNTY pursuant to Section 4.a. It is specifically acknowledged and agreed that any purchase by MEDICAL PROVIDOR shall be reimbursed by COUNTY for actual out-of-pocket cost and shall not include any surcharge, handling charge or other markup. Any item exceeding the cost of $5,000 shall require prior written approval from COUNTY.MEDICAL PROVIDOR shall provide an invoice to COUNTY for the cost of the approved order of medical equipment and supplies pursuant to Section 4.a.(3). MEDICAL PROVIDOR agrees that all equipment and supplies provided by or paid for by COUNTY shall only be used for services provided to COUNTY participants. d. Responsibilities of Parties. MEDICAL PROVIDOR and its Medical Professionals are independent contractors. Neither MEDICAL PROVIDOR nor its Medical Professionals or Medical Assistants are employees of COUNTY. The Medical Professional shall be solely responsible for his or her actions or omissions and the actions or omissions of any agent or any employee used by him or her (including without limitation any Medical Assistant) in connection with providing Medical Services contemplated by this Agreement. COUNTY shall have no control or involvement in the independent exercise of medical judgment by the Medical Professional or any Medical Assistant, and COUNTY shall not incur any liability for the actions or the omissions of the Medical Professional or any agent or any employee used by the Medical Professional (including without limitation any Medical Assistant or nurse or x-ray technician) in connection with this Agreement. e. Other Licensed Physicians and Medical Professionals. COUNTY agrees and acknowledges that MEDICAL PROVIDOR may, from time to time, have other equally qualified physicians in addition to DOCTOR’S NAME and other Medical Professionals to assist and/or replace DOCTOR’S NAME or other Medical Professionals during his or her regularly scheduled time as set forth in the Hours of Operation required in Section 2c above in the event of an absence of DOCTOR’S NAME or other Medical Professionals. Sections 2.b. and 2.f. shall apply in the same manner to the replacement physician or other Medical Professionals as such sections apply to the Medical Professional. Provided, however, any substitution of Medical Professional shall be with a professional with the same level of medical license (i.e., physician with physician, nurse practitioner with nurse practitioner). MEDICAL PROVIDOR shall also ensure, or require the Medical Professional to ensure, and provide documentation of such, that all Medical Professionals who provide services hereunder have insurance coverage consistent with the requirements of Section 3 of this Agreement and comply with applicable provisions of HIPAA. f. Employee/Health Plan Cost. The Medical Professional shall not bill or otherwise solicit payment from Participants or COUNTY or from the group health plan for the Medical Services provided pursuant to this Agreement. g. Medical Records: The Medical Professional shall maintain medical records with respect to all of the patients, all of which medica1 records shall be maintained in a professional manner consistent with the accepted practice of the community in which the Medical Professional provides the Medical Services in connection with this Agreement. MEDICAL PROVIDOR shall also require the Medical Professional to comply with state and federal privacy standards. All patient records maintained by Page 16 of 30 RFP2019-3112 Employee Clinic the Medical Professional in connection with this Agreement shall be the sole property of the Medica1 Professional and MEDICAL PROVIDOR. MEDICAL PROVIDOR’ place of services will comply with HIPAA standards including patient access to medical records. COUNTY understands and agrees that all of the medical records and other protected health information maintained by the Medical Professional will be held by the Medical Professional in strictest confidence. COUNTY is not entitled to have access to the medical records (as defined by state law) or protected health information (as defined by federal regulations) maintained by the Medical Professional without the appropriate written authorization from the Participant, or unless medical records are a result of occupational medical services provided (i.e. Worker's Compensation & Pre-Employment Physicals) or otherwise permitted by law. The retention of all medical records shall be in compliance with applicable State and/or Federal laws. To ensure compliance with the above, MEDICAL PROVIDOR and/or the Medical Professional shall develop and implement policies, standards and procedures to protect the confidentiality and security of the medical records and ensure that all employees are trained to adhere to these policies, standards and procedures. h. Quarterly Reports. MEDICAL PROVIDOR shall provide to COUNTY no later than the last day of each quarter during the contract period, a written report by month with respect to the provision of Medical Services for COUNTY during the immediately preceding quarter. The written report shall be in form and content reasonably satisfactory to COUNTY and MEDICAL PROVIDOR. The written report shall include (a) the number of Participants treated by Medical Professionals during such immediately preceding quarter, (b) the number of Participants for whom work related treatments were provided, (c) the number of Participants for whom primary care services were provided, (d) the type and number of prescriptions dispensed and (e) an inventory of the prescriptions and supplies on hand. The report shall set forth total numbers for services, prescriptions and supplies, as well as separate totals for COUNTY participants. Any reports shall comply with HIPAA and all other related privacy requirements. COUNTY may request additional information from MEDICAL PROVIDOR as to reporting requirements, i.e., worker's compensation claims information, and allowable pre-employment physical reports which may require various reporting periods. i. COUNTY shall provide MEDICAL PROVIDOR a monthly listing of eligible “Participants” and “Covered Employees” as defined in Section 1(f) and (g). j. Noncompliance by the Medical Professional. In the event that COUNTY becomes aware of any failure by the Medical Professional to comply with the obligations of the Medical Professional which are contemplated by this Agreement, COUNTY shall immediately provide written notification to MEDICAL PROVIDOR of such failure, which written notification shall describe the failure in reasonable detail, and MEDICAL PROVIDOR shall use its best efforts to resolve such failure as soon as possible. In the alternative, MEDICAL PROVIDOR may arrange for the substitution of another person as the Medical Professional, pursuant to Section 2.g of this Agreement. As provided in Section 2.a of this Agreement, COUNTY shall have the right to require immediate removal of the Medical Professional by MEDICAL PROVIDOR. 3. INSURANCE AND INDEMNIFICATION a. Professional Liability Insurance. MEDICAL PROVIDOR shall maintain a Professional Liability Medical Malpractice Liability policy in the name of the entity with a specific schedule of all medical professionals (as defined on page 2), including both employed and independent contractors with limits of liability not less than $1,000,000 each occurrence/$3,000,000 aggregate. All other Medical Assistants Page 17 of 30 RFP2019-3112 Employee Clinic (as defined on page 2) shall also be covered under this policy, including both employed and independent contractors. When a self-insured retention (“SIR”) or deductible exceeds $10,000, COUNTY reserves the right, but not the obligation, to review and request a copy of MEDICAL PROVIDOR’ most recent annual report or audited financial statement. For policies written on a claims-made basis, MEDICAL PROVIDOR warrants the retroactive date equals or precedes the effective date of this Agreement. In the event the policy is canceled, non-renewed, switched to an occurrence form, retroactive date advanced, or any other event triggering the right to purchase a supplemental extended reporting period (“SERP”) during the life of this Agreement, MEDICAL PROVIDOR shall agree to purchase an SERP with a minimum reporting period not less than three (3) years. Further, MEDICAL PROVIDOR shall maintain on behalf of, or contract with to maintain, any Medical Professionals, throughout the term of this Agreement, professional liability insurance covering the acts and omissions of the Medical Professional in the amount of $1,000,000/$3,000,000. MEDICAL PROVIDOR shall contract with the Medical Professional to notify MEDICAL PROVIDOR immediately in the event he or she does not have the required coverage and shall promptly remove and replace such Medical Professional with another qualified Medical Professional, with COUNTY approval. MEDICAL PROVIDOR shall provide COUNTY proof of such professional liability insurance maintained by the Medical Professional. MEDICAL PROVIDOR shall also maintain professional liability and general liability insurance during the term of this Agreement, which will include, but be limited to, coverage for any negligent acts, errors, or omissions, on the part of Medical Assistants. Any insurance policy shall include a schedule of all employed or independent contractors. b. Indemnification. In exchange for other consideration furnished, MEDICAL PROVIDOR shall indemnify, defend and hold harmless COUNTY, its representatives, employees and elected and appointed officials, from and against all claims, costs, demands, legal fees, costs of action, losses, damages or other expenses arising as a result of any negligent act, conduct, error or omission by MEDICAL PROVIDOR, or its agents, employees or independent contractors, in the performance of this Agreement. Further, MEDICAL PROVIDOR agrees to indemnify and hold harmless COUNTY from and against any cost, damage, expense, loss, liability or obligation of any kind including, without limitation reasonable attorney’s fees, which COUNTY may incur in connection with MEDICAL PROVIDOR’ furnishing of Medical Professionals, Medical Assistants, or the Medical Services provided by them under this Agreement. In addition to other consideration furnished in this Agreement, in consideration for this indemnity provision, MEDICAL PROVIDOR shall be paid the sum of one hundred dollars ($100.00), which shall be invoiced and paid prior to the effective date of this Agreement. MEDICAL PROVIDOR shall be responsible for providing a separate invoice that shall be submitted with the signed Agreement, and MEDICAL PROVIDOR shall remit this invoice with its Insurance Certificates. Notwithstanding the foregoing, this section and all other provisions of this Agreement relating to indemnity and insurance are not intended to, and shall not be construed to waive County’s sovereign immunity, the provisions of Section 768.28, Fla. Stat., or a consent to be sued by third parties. c. Workers’ Compensation. MEDICAL PROVIDOR shall maintain Workers’ Compensation Insurance & Employers’ Liability in accordance with Chapter 440, Florida Statutes. Employers Liability coverage should be included with limits of at least $500,000 each accident and $500,000 each disease/Employee and $500,000 each disease/maximum. Page 18 of 30 RFP2019-3112 Employee Clinic d. Business Auto Policy. MEDICAL PROVIDOR shall maintain business automobile liability insurance at a limit of liability of not less than $500,000 each occurrence for owned, non-owned, and hired automobiles. In the event MEDICAL PROVIDOR does not own any automobiles, the business auto liability requirement shall be amended allowing MEDICAL PROVIDOR to maintain only hired and non-owned auto liability insurance. This amended requirement may be satisfied by way of endorsement to the commercial general liability insurance policy, or separate business auto coverage form. e. Commercial General Liability. MEDICAL PROVIDOR shall maintain commercial general liability insurance for public liability during the lifetime of this Agreement which shall have minimum limits of $3,000,000 per occurrence for personal injury, bodily injury, and property damage liability. Coverage shall include premises, operations, independent contractors, products, complete operations, contractual liability and broad form property damage endorsements. Coverage shall not contain an exclusion or limitation endorsement for contractual liability or cross liability. All insurance policies shall be issued from a company or companies duly licensed by the State of Florida. All policies shall be on an occurrence-made basis; COUNTY shall not accept claims-made policies. Specific endorsements shall be requested depending upon the type and scope of work to be performed. f. Additional Insured Requirements. Except as to Workers’ Compensation, Professional Liability and Employers’ Liability, said insurance certificate(s) shall state that coverage required by the Agreement has been endorsed to include the County of Martin, a political subdivision of the State of Florida, and its officers, agents and employees as additional insured with a CG 2026-Designated Person or Organization endorsement or similar endorsement, to its commercial general liability. The names for the additional insured endorsement issued by the insurer shall read “County of Martin, political subdivision of the State of Florida, its officers, employees, and agents.” The contract number shall be included. The certificate of insurance and policy shall unequivocally provide thirty (30) days written notice to COUNTY prior to any adverse changes, cancellation, or non-renewal of coverage thereunder. Said liability insurance must be acceptable by and approved by COUNTY as to form and types of coverage. In the event that the statutory liability of COUNTY is amended during the term of this Agreement to exceed the above limits, MEDICAL PROVIDOR shall be required, upon thirty (30) days written notice by COUNTY to provide coverage at least equal to the amended statutory limit of liability of COUNTY.. g. Waiver of Subrogation. MEDICAL PROVIDOR shall agree by entering into this Agreement to a waiver of subrogation for each required policy. When required by the insurer, or should a policy condition not permit an insured to enter into a pre-loss agreement to waive and subrogation without an endorsement, MEDICAL PROVIDOR shall notify the insurer and request the policy be endorsed with a waiver of transfer of rights of recovery against others, or its equivalent. This waiver of subrogation requirement shall not apply to any policy which a condition to the policy specifically prohibits such an endorsement, or voids coverage should MEDICAL PROVIDOR enter into such an agreement on a pre- loss basis. h. MEDICAL PROVIDOR, Subcontractors, and Independent Contractors. It shall be the responsibility of MEDICAL PROVIDOR to ensure that all independent contractors and subcontractors comply with the same insurance requirements referenced above. i. Deductible Amounts. All deductible amounts shall be paid for and be the responsibility of MEDICAL PROVIDOR for any and all liability insurance claims under this Agreement. Page 19 of 30 RFP2019-3112 Employee Clinic j. Certificate(s) of Insurance. Within thirty (30) days of the date of this Agreement, MEDICAL PROVIDOR shall deliver to COUNTY a certificate(s) of insurance evidencing that all types and amounts of insurance coverage required by this Agreement have been obtained and are in full force and effect. Such certificate(s) and policy will include a minimum thirty (30) day requirement to notify due to cancellation or non-renewal of coverage. k. Umbrella or Excess Liability. MEDICAL PROVIDOR may satisfy the minimum limits required above for commercial general liability, business auto liability, and employer’s liability coverage under an existing policy umbrella coverage or excess liability. The umbrella or excess liability coverage shall have an aggregate limit not less than the highest “each occurrence” limit for commercial general liability, business auto liability, or employer’s liability. When required by the insurer, or when umbrella or excess liability is written on “non-follow form” COUNTY shall be added as an additional insured by an endorsement of the policy. l. Right to Review. COUNTY reserves the right, but not the obligation, to review and reject any insurer providing coverage. 4. COMPENSATION a. Equipment and Supplies (1) Initial Set-Up Fee: Upon the execution and the delivery of this Agreement, County shall, in coordination with MEDICAL PROVIDOR and the Medical Professional, purchase the equipment and supplies (which are more particularly described in Exhibit B which is attached hereto and incorporated herein) which are initially required by MEDICAL PROVIDOR and the Medical Professional for the provision of medical services. Any equipment/supplies COUNTY is unable to purchase, may be purchased by MEDICAL PROVIDOR subject to COUNTY’s obligation to reimburse MEDICAL PROVIDOR for its actual costs upon submission of actual receipts in accordance with subparagraph 3 below. All equipment shall be marked as COUNTY property in accordance with COUNTY policy. COUNTY shall have the right to conduct periodic inventory control inspections of such equipment. MEDICAL PROVIDOR agrees that all equipment and supplies provided under this Agreement shall be used exclusively for the provision of medical services for COUNTY. Any risk of loss for such equipment shall be borne by MEDICAL PROVIDOR. Upon discovery of any loss, MEDICAL PROVIDOR shall replace the equipment at its sole cost and expense. All other supplies shall be subject to MEDICAL PROVIDOR’ obligation to track and report use of such supplies. (2) Equipment and Supplies Purchased by COUNTY. MEDICAL PROVIDOR shall submit to COUNTY its written request for re-order of equipment and supplies needed to re-stock the clinic. COUNTY shall purchase such supplies pursuant to such request. MEDICAL PROVIDOR shall request via written correspondence, additional equipment not part of the initial setup and supplies which MEDICAL PROVIDOR and the Medical Professional reasonably require in connection with the provision of the Medical Services and the date by which such equipment and such supplies are required. County shall approve the acquisition of such additional equipment and supplies by such date, provided the request is reasonable. In the event County deems such request(s) unreasonable, it shall be denied, and costs related to any unilateral procurement of such equipment/supplies by MEDICAL PROVIDOR shall not be borne by County. Page 20 of 30 RFP2019-3112 Employee Clinic (3) Additional Equipment and Supplies Purchased by MEDICAL PROVIDOR. Medical equipment, supplies, and prescription drugs that COUNTY cannot purchase and are pre-approved in writing by COUNTY to be purchased by MEDICAL PROVIDOR through the course of the provision of services by MEDICAL PROVIDOR will be billed to COUNTY at cost and shall be due and payable within forty-five (45) days following the receipt of the MEDICAL PROVIDOR invoice. b. Monthly Fees. (1) Monthly Administration Fee. COUNTY shall pay MEDICAL PROVIDOR the administrative fee of ENTER FEE AMOUNT HERE per “Covered Employee” as defined in Section 1f. The Monthly Administration Fee is based upon the number of Covered Employees each month for clinic attendance and includes establishing the arrangement of the clinic, general liability, ordering medical supplies and medications, the integrated software for phone or on-line scheduling, and maintaining medical records in accordance with HIPAA/Privacy requirements. COUNTY shall pay MEDICAL PROVIDOR the administrative fee of ENTER FEE AMOUNT HERE per employee monthly cost for all the services provided under this Agreement. (2) Professional Fees. In accordance with its obligation to provide medical services as described herein, MEDICAL PROVIDOR shall supply one medical doctor or doctor of osteopathy, one nurse practitioner (or physician assistant), one X-ray technician/Medical Assistant, and two Front Desk/Medical Assistant(s) for 40 hours each week. COUNTY shall pay for all such professional services a total fee of ENTER FEE AMOUNT HERE per hour for up to forty (40) hours. Agreements with MEDICAL PROVIDOR for the provision of additional hours of medical services. MEDICAL PROVIDOR agrees to only charge the hourly professional fee for hours provided in accordance with the Hours of Operation described in Section 2.c. herein. If any of the four categories of employees are not provided as set forth herein, the hourly fee shall be reduced by the respective rate for said staff member(s) as outlined in EXHIBIT C. It is understood by all parties to this Agreement that fee adjustments to the above total hourly professional fee may be considered annually. Such adjustments shall be subject to review by COUNTY and subject to prior written approval. (3) Prescription Drugs. COUNTY may decide, with the assistance of MEDICAL PROVIDOR, which prescription drugs are to be purchased for use in the provision of Medical Services by MEDICAL PROVIDOR. Such prescription drugs, if procured, shall follow the procurement requirements of Section 4.a. above. MEDICAL PROVIDOR shall on1y dispense drugs for which cost savings can be justified or additional drugs which are authorized in writing by COUNTY. MEDICAL PROVIDOR shall provide an inventory report to COUNTY of all prescriptions and supplies on a quarterly basis along with written documentation showing dates and amounts of usage with separate totals for COUNTY. MEDICAL PROVIDOR shall provide written documentation, including invoices of the actual cost of such drugs and supplies on a monthly basis. c. Billing of Fees and Expenses. Within fifteen (15) days from the last day of each month, MEDICAL PROVIDOR shall submit an invoice equa1 to the sum of MEDICAL PROVIDOR’ administrative fees, professional fees and authorized reimbursable expenditures associated with the services provided by the Medical Professional(s) and Medical Assistant(s). Such invoices shall be accompanied by reports documenting such billing. The invoice shall provide a clear breakdown of the Page 21 of 30 RFP2019-3112 Employee Clinic number of visits, equipment, supply and prescription use. COUNTY shall submit payment to MEDICAL PROVIDOR within thirty (30) days from receipt of the invoice. 5. AFTER HOURS USE OR URGENT CARE In the event a participant visits Treasure Coast Urgent Care at a time when MEDICAL PROVIDOR is closed, the following provisions shall apply: 1. Participant shall be treated by Treasure Coast Urgent Care and not charged applicable copay for the visit. 2. MEDICAL PROVIDOR shall charge COUNTY ENTER FEE HERE as an all inclusive charge, including treatment provided for each participant. 3. All such after-hours charges may be billed on a monthly basis. 4. No claim shall be filed with COUNTY insurance carrier. 5. If an after-hours visit is not emergent or urgent, Treasure Coast Urgent Care shall direct the participant to return during MEDICAL PROVIDOR’ operating hours. 6. TERM AND TERMINATION a. Term. This Agreement shall be for a term of three (3) years commencing on the effective date of this Agreement, unless otherwise terminated. Unless either COUNTY or MEDICAL PROVIDOR gives written notice of non-renewal to the other party at least sixty (60) calendar days prior to the end of the initial term or of any renewal term, this Agreement shall be automatically renewed and adjusted for additional periods of three years each. b. Termination Without Cause. This Agreement may be terminated by either party for any or no cause by providing the other party at least one hundred twenty (120) calendar days’ written notice prior to termination. c. Effect of Expiration or Termination. The expiration or the termination of the Agreement shall not affect the obligation of COUNTY to pay compensation to MEDICAL PROVIDOR for any outstanding invoice for the period prior to such expiration or termination and shall not affect the obligation of MEDICAL PROVIDOR to provide monthly reports for the period prior to the effective date of such expiration or such termination. d. Non-funding. In the event sufficient budgeted funds are not available or become depleted, the County shall notify MEDICAL PROVIDOR of such occurrence and the Contract shall be terminated without penalty or expense to the County, as provided in Section 5.b. above. e. Non-Compete. In the event of termination without cause, COUNTY shall not contract, either directly or indirectly, through an independent company, any of the Medical Professional or Medical Assistants furnished by MEDICAL PROVIDOR for the purposes of continuing provision of Medical Services for COUNTY, for the period of one (1) year from date of termination. f. Return of Equipment/Supplies/Prescriptions. Upon Termination of this Agreement, MEDICAL PROVIDOR shall return all equipment, supplies and prescriptions procured or otherwise purchased in connection with this Agreement to the County with 30 days of the termination date. Provided, however, upon the written agreement of the parties, MEDICAL PROVIDOR may purchase such equipment, supplies and prescriptions from County at a price mutually agreed to by the parties. Page 22 of 30 RFP2019-3112 Employee Clinic 7. PUBLIC RECORDS 7.1 The CONTRACTOR shall comply with the provisions of Chapter 119, Fla. Stat. (Public Records Law), in connection with this Agreement and shall provide access to public records in accordance with §119.0701, Fla. Stat. and more specifically Contractor shall: a. Keep and maintain public records required by the County to perform the Agreement. b. Upon request from the County’s custodian of public records, provide the County 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 Chapter 119, Fla. Stat. or as otherwise provided by law. c. 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 Agreement term and following completion of the Agreement if the CONTRACTOR does not transfer the records to the County. d. Upon completion of the Agreement, transfer, at no cost, to the County all public records in possession of the CONTRACTOR or keep and maintain public records required by the County to perform the Agreement. If the CONTRACTOR transfers all public records to the County upon completion of the Agreement, 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 Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County’s custodian of public records, in a format that is compatible with the information technology systems of the County. 7.2 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (772) 419-6959, public_records@martin.fl.us, 2401 SE MONTEREY ROAD, STUART, FL 34996. 7.3 Failure to comply with the requirements of this Article shall be deemed a default as defined under the terms of this Agreement and constitute grounds for termination. 8. MISCELLANEOUS a. Notice. All notices and other communications permitted or required pursuant to this Agreement shall be in writing, addressed to the party at the address set forth at the end of this Agreement or to such other address as the party may designate from time to time in accordance with this Section 6.a. All notices and other communications shall be (a) mailed by certified or registered mail, return receipt requested, postage pre-paid, (b) personally delivered or (c) sent by telecopy with a receipt confirmation. Notices mailed pursuant to this Section 6.a. shall be deemed given as of three days after the date of mailing and notices personally delivered or sent by telecopy shall be deemed given at time of receipt. Page 23 of 30 RFP2019-3112 Employee Clinic b. Transferability. (1) COUNTY may not assign or otherwise transfer this Agreement to a third party without the prior, written consent of MEDICAL PROVIDOR; (2) MEDICAL PROVIDOR may not assign or otherwise transfer this Agreement to a third party without the prior written consent of COUNTY. c. Entire Agreement and Amendments. This Agreement constitutes the entire understanding between COUNTY and MEDICAL PROVIDOR with respect to the subject matter herein and supersedes all prior agreements. This Agreement shall not be amended or waived, in whole or in part, except in writing signed by COUNTY and MEDICAL PROVIDOR. Additional data has been submitted in the form of a proposal in response to RFP 2009-2235 providing additional details relative to the management of the place of services, scope of services, expected hours of operations, and other general operating details not specifically described in this Agreement. Changes to such provisions shall not be unreasonably withheld from COUNTY. d. Governing Law and Venue. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Florida, without giving effect to its conflict of laws provisions. The venue of any action taken pursuant to this agreement shall be Martin County, Florida. e. Waiver of Jury Trial. The parties knowingly and voluntarily waive their right to trial by jury in any litigation arising out of or relating to this Agreement. f. Access to Books and Records. During the term of this Agreement and for a period as required by Florida or federal law, each party shall, upon written request of the other party, provide the other party and its representatives reasonable access to its books and records related to this Agreement, during reasonable business hours for the limited purposes of ensuring compliance with this Agreement in accordance with and in compliance with HIPAA/privacy requirements. g. Audit Requirements. MEDICAL PROVIDOR shall establish and maintain a reasonable accounting system, which enables ready identification of contractor’s cost of goods and/or services and use of funds. Such accounting system shall also include adequate records and documents to justify all prices for all items invoiced as well as all charges, expenses and costs incurred in providing the goods and/or services for five (5) years after completion of this contract. The County or its designee shall have access to such books, records, subcontract(s), financial operations, and documents of the contractor or its subcontractors as required to comply with this section for the purpose of inspection or audit anytime during normal business hours at the contractor’s headquarters. This right to audit shall include the contractor’s subcontractors used to procure goods and services under the contract with the County. Audit of subcontractors and subconsultants shall be limited to those records associated with the goods and services provided under this contract. MEDICAL PROVIDOR shall keep complete and accurate inventory control records of all medical supplies, pharmaceuticals, equipment and other items purchased and utilized for medical services. MEDICAL PROVIDOR shall submit a “Med Dispense Report” to the County monthly. The County shall have the right to make a special audit, by auditors selected by the County, of the books and records required to be made and preserved by MEDICAL PROVIDOR. h. Successors. This Agreement is binding upon the parties, their successors and assigns. Thirty (30) days notice of any change in ownership, management, or control shall be given the other parties by the party experiencing the change. In such event, the rights, responsibilities, and obligations of this Agreement shall bind the new owners or managers, upon such change of ownership, management, or control, so long as all other parties consent and are in mutual agreement to continue this Agreement. Page 24 of 30 RFP2019-3112 Employee Clinic Notice of non-acceptance of the change by any party must be provided in writing within 30 days to the other party or parties, and could result in termination without cause of the Agreement by any party. i. Force Majeure. Neither party shall be liable for nor deemed to be in default for any delay or failure to perform under this Agreement deemed to result, directly or indirectly, from acts of God, civil or military authority, wars, accidents, fires, explosions, hurricanes, or any other like cause beyond the reasonable control of the parties. j. Severability. In the event any portion of this Agreement is found to be void unenforceable, or illegal, the validity or enforceability of any other portion shall not be affected. IN WITNESS WHEREOF, COUNTY and MEDICAL PROVIDOR have caused this Agreement to be executed in their names by the undersigned representatives, the same duly authorized to do so. Page 25 of 30 RFP2019-3112 Employee Clinic EXHIBIT “A” Clinic Administration  Program Management  Supply and Medication ordering  Medication Dispensing  Outreach Program  Workers Compensation documentation  HRA Management  Integrated phone & internet Scheduling  Computer Software maintenance  Ongoing evaluation and implementation  Office Staff Management o Recruiting o Credentialing service reports on Medical professional o Annual performance review and quality control of medical staff o Appropriate staff scheduling o 24 x 7 Nurse on Call Technology (included in administration fee)  24x7 On-line appointment scheduling  24x7 Patient access to labs & radiology results  EMR software management and support  Online Wellness Center Reporting  Monthly utilization reporting o Participants treated for Primary Care Services o Number of prescriptions being dispensed (by total and by drug) o Participants treated for work related injuries  WellSource Productivity and Economic Benefits Report o Projected savings of health care cost o Absenteeism o Productivity o ROI  Annual patient satisfaction reports Prevention Programs  Health Risk Assessment Program (ongoing) o Online or Paper Assessments o Detailed Questionnaire, including: Page 26 of 30 RFP2019-3112 Employee Clinic Health History Physical Activity Eating Practices Substance Abuse Mental/Social Health Safety Job Satisfaction Health Interest o Comprehensive Physical Exam including Labs and Biometrics o Review and Analysis by Provider o One on One “Wellness Coaching” by Provider with detailed lab analysis o Online access to results  Out Reach Program (ongoing) o Clinic and Out Reach Program Marketing o Monthly Wellness Newsletter o Group Presentations to include Wellness topics Stress Management Accident and Injury Safety and Health Fairs Stress Management Back Care Home/Work life balance Smoking Cessation Disease Management Worksite Relationships  Meetings with Clinic/Insurance Committee(s) as requested by COUNTY  Marketing the Clinic  Promoting Benefits of the Services  Identifying employee physical and mental stressors  Management of employee preferences  Prioritization of employee needs Medical Core Scope of Services Medical Services  Emergency Services: o On-site laboratory and X-rays o Strains, sprains, cuts and stitches o Dislocations and fractures o Splinter and foreign body removal o Breathing Treatments o Ear and sinus infections Page 27 of 30 RFP2019-3112 Employee Clinic o Abdominal pain  Family Medicine: o Routine medical exams and regular follow-ups o Diabetes Management o Migraines and Headaches o High Blood Pressure Management o Sore throats, coughs, ear aches, fevers, coughs and flu o Pneumonia and flu shots, and other immunizations such as tetanus o Biometrics, including BMI calculations and lab profiles o Patient Education and case management o EKG  Pediatrics (starting at 6 months of age): o Childhood illnesses o School, Sports and Camp Physical Exams  Women’s Health o Pap Smears and Breast Exams o Gynecological Problems o Urinary Tract Infections o Pregnancy Testing and Contraception Prescription  Hospital inpatient care Medical Staff Services  Wellness Coaches  Specialized Case & Disease management  On-site/in office vaccination  Limited Work-site Clinical Services  Staff time for X-ray examinations Labs  Onsite collection of specimens and blood  Reporting of results to medical provider/patients  Integration of lab data within EMR system Medications  On-site dispensing of medication  Stock the top prescribed medication or County/Sherriff preferred formulary  Analyze and track actual usage of all dispensed medications  Initial formulary will include the following drug classes: Analgesics Anti-anxiety agents Anti-asthmatic and bronchodilator Antibiotics Antidepressants Page 28 of 30 RFP2019-3112 Employee Clinic Anti-fungals Antihistamines Anti-Hyperlipidemics Antivirals Anti-hypertensives Contraceptives Corticosteroids Diabetic medications Gout agents Musculoskeletal therapy agents Nasal agents – systemic and topical Thyroid agents Gastrointestinal agents Psychiatric Occupational/Workers’ Compensation Services Workers’ Compensation o First Report of Injury o Treatment thru Maximum Medical Improvement o Facilitate a safe and expedited return to work o DWC-25  Prevention Services o Post accident drug screens and alcohol testing o Work physicals o Wellness checks for employees o Pre-employment and fit for duty exams o DOT physicals o Available specialty testing Audiometric exam Spirometry/Pulmonary Function Testing Vision Testing Urine Drug Screens Alcohol Testing TB Testing o Administer random selection program for drug testing o Provide the Medical Review Officer and reporting services Additional items to be provided at actual cost or as indicated with no markup or profit  Lab tests  X-ray and Interpretation o $10 Radiologist fee for Interpretation o Film costs Page 29 of 30 RFP2019-3112 Employee Clinic EXHIBIT “B” ORGANIZATIONAL MEDICAL SUPPLIES AND EQUIPMENT The list below is not intended to be all-inclusive. Other items may he required by the Medical Professional to deliver Medical Services in accordance with the Agreement and are subject to the prior written authorization by COUNTY. Inventory to be performed, maintained and reported by MEDICAL PROVIDOR to MARTIN COUNTY not less frequently than monthly. Lockable cabinet Disinfectant Pillow/pillow covers (cloth and disposable) Waste can liners Table paper Gloves Thermometer/disposal covers Suture Supplies 4X4’s Glucose test supplies Tongue depressors Urinary supplies Cotton balls Strep testing supplies Alcohol Disposable gowns Alcohol dispenser Disposable drapes Stethoscope 3” Elastic bandage Surgical tape Cold pack Biohazard stickers Emesis basins “Allergic To” stickers Medications/injectables (by physician order) Sharp containers Lab Supplies (Tubers, Requisitions, Tourniquets) Computer, Internet Connection, Printer Charts Needles Syringes Disinfectant Page 30 of 30 RFP2019-3112 Employee Clinic EXHIBIT “C” STAFFING AND STAFF PAY RATES Position Staff Members Hourly Rate (Per Member) Total Rate RFP2019-3112