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02/07/2020 Agreement ATTACHMENT A COUIN(TY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN$50,000.00 Contract with-, on tract Effecove Date: Expiration Date: Conn t Purpose/Description: 11tonturact.is Original Agree nt ontract Amendmen ension Renewal Contract Manager: o f ik -c t c. r i It c e) (Ext) (Dep ent(Stop ) CONTRACT COSTS Total Dollar Value of Contract: $ CM Current Year Portion: S (must be Ears $50,000) 1, ® (If multiyear agreement then AMA requires Rocc approval,unless the Budgeted?Yesgj No Account Cozies: `; -�- Grant: S _ $ County Match: $ W DITTO COSTS Estimated Ongoing Costs: lyrr For: -09tincluded in dollar value above) (e. ,Maintanancz utilizies Wait salaries etc. CONTRACT REVIEW Changes Date Out Date In Needed Reviewer Department Head f l 19 Yes[:J Nogols a Risk Management -11-221 yesCl No 5-11-2021 O.M.B./Purchasing -- Yes[]Na -I ., oci' ® aisBo'n ,.=®isi : County Attorney Yes[]Noy �' W` 5111/21 Comments. CONSULTANT SERVICES AGREEMENT BETWEEN RB HEALTH SERVICES,INC.AND MONROE COUNTY WHEREAS, RB Health Partners,Inc.(hereinafter Consultant)provides certain health care consulting services; and WHEREAS, Monroe County (hereinafter Client), the county's new potential ALF project; and WHEREAS,Client wishes to engage Consultant to provide services; and WHEREAS Consultant is willingto provide those services, NOW THEREFORE,theParties agree as follows: ARTICLE I BACKGROUND 1.1 This contract is between the Client and the Consultant. 1.2 Client is responsible for the operation of the business and legally bound under this Agreement. 1.3 Consultant, in carrying out the terms of this Agreement, may give advice based on information given to it by Client staff. Consultant will use its best efforts to make judgments and recommendations appropriate to the situation as described by Client but makes no warranti es or representations that its advice shall be sufficient to solve the problems for which it is sought. ARTICLE 11 ENGAGEMENT 2.1 Engagement shall commence on February 7, 2020, (the "Effective Date") and shall continue until such time as the parties agree that the purposes of the Engagement have been accomplished or as set out below. 2.2 Either party may terminate this contract with 30-days' written notice without cause or explanation. Page 1 of 15 2.3 Consultant may terminate this Agreement upon 5-days' written notice if payment is not received in accordance with the terms of this Agreement. ARTICLE III RESPONSIBILITIES OF FACILITY 3.1 Control of Client operations shall be retained by Client.Client,through its directors, officers, management,employees and/or authorized representatives of any nature, shall at all times exercise complete control over the assets and operations of the business.By entering into this Agreement,Client does not delegate to Consultant any ofthe powers, duties and responsibilities. ARTICLE IV RESPONSIBILITIES OF CONSULTANT 4.1 Consultant shall supply professional associates as necessary to carry out the terms of this engagement. ARTICLE V COMPENSATION TO CONSULTANT 5.1 This Agreement is for ongoing services; however,initially for a general evaluation and report of the county's new potential ALF project. Consultant shall charge, overall, no more than a total of$25,000.00 including all expenses. ARTICLE VI INDEMNITIES 6.1 To the extent set forth in Florida Statute 768.28 Client shall protect, indemnify and hold harmless Consultant, its employees, agent's shareholders, and officers from any and all claims brought against Consultant and those identified herein from and against any liability and expense of any arising from injuries and/or damages to any person or property in connection with the services contemplated by this Agreement unless the claim arose from the negligence or willful misconduct of Consultant. 6.2 Consultant shall protect, indemnify and hold harmless Client, its employees, agents, shareholders, and officers from any and all claims brought against Client and those identified herein from and against any liability and expense of any kind arising from injuries and/or damages to any person or property in connection with the services Page 2of 15 contemplated by this Agreement unless the claim arose from the negligence or willful misconduct of Client. 6.3 Consultant's advice and recommendations are intended to provide guidance to Client; however, any final decision to act or not act is in the sole discretion of Client. Consultant shall use its best efforts to provide sound advice and holds Consultant harmless from any loss as the result of following Consultant's advice. ARTICLE VII MISCELLANEOUS 7.1 This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof,and shall supersede all prior agreements between the parties, whether oral or written. 7.2 This Agreement is a negotiated agreement and the languaw used herein shall not be construed in favor of either party in interpreting this Agreement and settling any disputes. 73 Any amendment to this Agreement shall be in writing and signed by both parties or shall not be enforceable. 7A This Agreement: shall be governed by the laws of the State of Florida. Any dispute regarding this Agreement shall be resolved through the provisions set out in Paragraph 7.13 of this Agreement.Any action brought to enforce the terms of this Agreement shall be brought in an appropriate court or before the appropriate administrative body in Monroe County,Florida. 7.5 Waiver of one or more provisions of this Agreement shall not act as either a continuing waiver or the waiver of any other provision. 7.6 If any provision of this Agreement is determined to be illegal or unenforceable, it shall be severed from this Agreement and the remainder of the Agreement shall be enforceable unless that provision goes to the heart ofthis Agreement.Inthat case,the parties shall use their best efforts to renegotiate the Agreement such that it is fully legal and enforceable. 7.7 This Agreement is for the benefit of the parties hereto and is not assignable without permission of the other party.This Agreement shall not be construed as to confer any benefit on any third party, including but not limited to Facility residents or their representative. Page 3of 15 7.8 Any written notice required herein shall be sent certified mail, return receipt requested, to: Cl ient:Monroe County 1100 Simonton St. Key West,FL.33040 Sheryl L. Graham, Sr. Director, Monroe County Social Services Consultant: RB Health Partners, Inc. PO Box 1116 Crystal Beach, FL 34681 Robin A. Bleier, President Notice shall be deemed to have been given when delivered with proof of delivery. 7.9 Consultant is an independent contractor and has no agency relationship with Client. This Agreement shall not be construed to create a partnership or joint venture of any nature. Neither party shall act as the agent of the other without specific written agreement of the other party. Consultant shall not,by entering into or performing this Agreement, assume liability or become liable for any of the existing or future obligations, liabilities or debts of the Client.Consultant is not a fiduciary of Client and has no fiduciary duty to it. Nothing herein relieves Client from the responsibility or duties it owes its staff or others. 7.10 This Agreement may be signed in multiple counterparts and those when taken together shall constitute this Agreement. 7.11 Paragraphs 5.1, 6.1, 6.2, and 7.13 shall survive termination ofthis Agreement. 7.12 Each party warrants to the other party that it has the right,power, legal capacity and authority to enter into this Agreement, that the execution and delivery hereof have been duly approved by all necessary corporate or partnership action,as the case may be,and that entry into this Agreement and performance of its obligations hereunder do not violate any applicable statute, ordinance, administrative ruling or any agreement to which it is a party. 7.13 Notwithstanding paragraph 7.4, the parties agree to attempt to settle any dispute arising out of or relating to this Agreement first by good faith discussions. Ifthat fails, the parties agree to go to mediation with a certified mediator acceptable to both parties. Page 40f 15 714 Client agrees to not recruit or hire Consultant or associates from Consultant. Ifthe Client has an interest to possibly interview, retain,contract, and/or hire an associate,they will contact Robin Bleier directly to discuss. Ms. Bleier will alert the associate, and should the associate wish to make the transition and the Client desires to do so,the Client will pay the Consultant using standard executive search fees of 25% of the hiring salary prior to the what would become the former associate first date of transition (hire) by Client. 7.15 Consultant shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the Client or the Monroe County Clerk of Courts determines that monies paid to Consultant pursuant to this Agreement were spent for purposes not authorized by this Agreement,the Consultant shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS,running from the date the monies were paid to Consultant. 7.16 The Client and Consultant agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs,investigative,and out-of-pocket expenses,as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 7.17 The parties agree that there will be no discrimination against any person,and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred,this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1)Title VII of the Civil Rights Act of 1964(PL 88-352),which prohibit discrimination in employment on the basis of race, color, religion, sex, and national origin; 2)Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended(20 USC § 794),which prohibits discrimination on the basis of handicaps;4)The Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits Page 5of 15 discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended,relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970(PL 91616),as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§690dd-3 and 290ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 7.18 Client and Consultant covenant that neither presently has any interest,and shall not acquire any interest,which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. 7.19 Consultant warrants that he/it had not employed, retained or otherwise had act on his/its behalf any former Monroe County officer or employee subject to the prohibition of Section 2 of Ordinance No. 0 10-1990 or any Monroe County officer or employee in violation of Section 3 of Ordinance No. 020-1990. For breach or violation of this provision the Client may, in its discretion, terminate this contract without liability and may also, in its discretion,deduct from the contract or purchase price,or otherwise recover the fiill amount of any fee, commission, percentage, gift, or consideration paid to the former Monroe County officer or employee. 7.20 Consultant must comply with Florida public records laws, including but not limited to Chapter 119,Florida Statutes and Section 24 of article I of the Constitution of Florida. The Client and Consultant shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other"public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Client and Consultant in conjunction with this contract and related to contract performance. The Client shall have the right to unilaterally cancel this contract upon violation of this provision by the Consultant. Failure of the Consultant to abide by the terms of this provision shall be deemed a material breach of this contract and the Client may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated Page 6of 15 with that proceeding. This provision shall survive any termination or expiration of the contract. The Consultant is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Consultant is required to: (1) Keep and maintain public records that would be required by the Client to perform the service. (2) Upon receipt from the Client's custodian of records, provide the Client 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 Consultant does not transfer the records to the Client. (4) Upon completion of the contract,transfer, at no cost, to the Client all public records in possession of the Consultant or keep and maintain public records that would be required by the Client to perform the service. If the Consultant transfers all public records to the Client upon completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements.If the Consultant keeps and maintains public records upon completion of the contract,the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Client, upon request from the Client's custodian of records, in a format that is compatible with the information technology systems of the Client. (5) A request to inspect or copy public records relating to a Client contract must be made directly to the Client, but if the Client does not possess the requested records, the Client shall immediately notify the Consultant of the request,and the Consultant must provide the records to the Client or allow the records to be inspected or copied within a reasonable time. If the Consultant does not comply with the Client's request for records, the Client shall enforce the public records contract provisions in accordance with the contract, notwithstanding the Client's option and right to unilaterally cancel this contract upon violation of this provision by the Consultant. A Consultant who fails to provide the public records to the Client or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. Consultant shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by Page 7of 15 law. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, BRADLEY-BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 11 I 1 12th STREET, SUITE 408, KEY WEST, FL 33040. 7.21 Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the Client and the Consultant in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage,nor shall any contract entered into by the Client be required to contain any provision for waiver. 7.22 All of the privileges and immunities from liability,exemptions from laws,ordinances,and rules and pensions and relief, disability,workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the Client, when performing their respective functions under this Agreement within the territorial limits of the Client shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the Client. 7.23 Consultant agrees to execute such documents as the Client may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement,and a Drug-Free Workplace Statement. 7.24 No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Client in his or her individual capacity, and no member, officer, agent or employee of Client shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 7.25 Consultant shall obtain and maintain insurance coverage throughout the term of this agreement as set forth in Exhibit A attached hereto. Page 8of 15 IN wi'TNCSS WHERFOF, the pa'.ties hereto have Caused this Agreement to be executed on this 7th day of February 2020. BOARD OF COUNTY COMMISSIONERS OF MONROS COUNTY,FLORIDA v 6 By TefinvU—min ,n's or County Administrator Witnesses for CONSULT HEALTH PARTNERS, INC. 14 ff Robin Bieier,President rent N� e Date: r� Signat re OE COU AP F.4-NEY V YEI O � Date: t �W RCADQ SI AFL Page 9af i HIPAA PRIVACY & SECURITY COMPLIANCE AGREEMENT FOR BUSINESS ASSOCIATES THIS AGREEMENT is made as of the 7th of February, 2020, by and between Monroe County, a political subdivision of the State of Florida (the "Covered Entity"), and RB Health Partners, Inc., a Florida corporation (the 'Business Associate"). Covered Entity and Business Associate shall collectively be referred to sometimes herein as the "Parties". WHEREAS, Covered Entity is a government agency; and WHEREAS,Business Associate is inthe business of providing services to the health care industry and Business Associate's activities are generally described as clinical and operational consulting; and WHEREAS, Covered Entity wishes to continue an existing business relationship with Business Associate that has been memorialized in a separate services agreement or engagement which is still in effect; and WHEREAS, the nature of the existing relationship between Covered Entity and Business Associate may involve the exchange of Protected Health Information("PHI")as that term is defined under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH Act"), including all pertinent regulations issued by the Department of Health and Human Services ("HHS"); NOW THERFORE,the premises having been considered and with acknowledgment of the mutual promises and of other good and valuable consideration herein contained, the Parties, intending to be legally bound,hereby agree as follows: A. Definitions. 1) Breach. "Breach" has the same meaning as this term has in §13400 of the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH Act"). 2) Designated Record Set. "Designated Record Set" has the same meaning as this term has in 45 CFR §164.501. 3) Individual. "Individual" has the same meaning as this term has in 45 CFR§164.501. 4) Privacy Rule. "Privacy Rule" shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR Part 160 and Part 164,Subparts A and E, as amended by the HITECH Act. Page 1 oof 15 5) Protected Health Information. "Protected Health Information" (or "PHI") has the same meaning as this term has in 45 CFR §160.103 (as amended by the HITECH Act), limited to the information created or received by Business Associate from or on behalf of Covered Entity. 6) Required By Law."Required By Law" has the same meaning as this term has in 45 CFR §164.501. 7) Security Standards. "Security Standards" means the security standards for protection of PHI promulgated by the Secretary in Title 45 C.F.R. 8) Unsecured Protected Health Information. "Unsecured Protected Health Information" shall mean Protected Health Information (PHI) that is not secured through the use of a technology or methodology specified by the Secretary in regulations or as otherwise defined in the §13402(h)of the HITECH Act. ) Any prospective amendment to the laws or regulations referenced in this definitional section prospectively amend this agreement to incorporate said changes by Congressional act or by regulation of the Secretary of HHS. B. Obligations and Activities of Business Associate. Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required by the Agreement or as required by law. 1) Business Associate agrees to employ administrative, physical, and technical safeguards meeting required Security Standards for business associates as Required By Lawto prevent disclosure or use of PHI other than as allowed by this Agreement. 2) 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 held by Business Associate in violation ofthe requirements ofthis Agreement. 3) Business Associate agrees to report to Covered Entity any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware. 4) Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to PHI. 5) Business Associate agrees, at the request of Covered Entity,to provide Covered Entity (or a designate of Covered Entity) access to Protected Health Information in a Designated Record Set in prompt commercially reasonable manner in order to meet the requirements under 45 CFR§164.524. 6) Business Associate agrees to make any amendment(s) to Protected Health Information in a Designated Record Set that the Covered Entity directs or agrees to Page 11 of 15 pursuant to 45 CFR §164.526 at the request of Covered Entity or an Individual in a prompt and commercially reasonable manner. 7) Business Associate agrees to make internal practices,books,and records,including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from,or created or received by Business Associate on behalf of Covered Entity available to the Covered Entity,orto the Secretary (including official representatives of the Secretary), in a prompt commercially reasonable manner for purposes of determining Covered Entity's compliance with the Privacy Rule. 8) Business Associate shall, upon request with reasonable notice, provide Covered Entity access to its premises for a review and demonstration of its internal practices and procedures for safeguarding PHI. 9) Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR §164.528. 10) Business Associate agrees to provide to Covered Entity or an Individual in a prompt commercially reasonable manner, information collected in accordance with this Agreement to permit Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health information in accordance with 45 CFR §164.528. C. Permitted Uses and Disclosures by Business Associate. Except as otherwise limited in this Agreement, Business Associate may use or disclose Protected Health Information, as follows: 1)On behalf of Covered Entity,provided that such use or disclosure would not violate the Privacy Rule if done by Covered Entity. 2) Except as otherwise limited in this Agreement, Business Associate may disclose Protected Health Information for the proper management and administration of the Business Associate,provided that disclosures are required by law,or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person,and the person notifies the Business Associate ofany instancesofwhich itis aware inwhich the confidentiality of the information has been breached. D. Obligations of Covered Entity 1) Covered Entity shall notify Business Associate of any limitations) in its notice of Page 12of 15 privacy practices of Covered Entity in accordance with 45 CFR §164.520 to the extent that such limitation may affect Business Associate's use or disclosure of Protected Health Information. 2) Covered Entity shall notify Business Associate of any changes in,or revocation of, permission by individual to use or disclose Protected Health Information,to the extent that such changes may affect Business Associate's use or disclosure of Protected Health Information. 3) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that Covered Entity has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Business Associate's use or disclosure of Protected Health Information. 4) Covered Entity shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. Nothing in this paragraph shall restrict the ability of Business Associate to use or disclose PHI as set forth in paragraph C.2.herein. E. Term and Termination. Term of Agreement. The Term of this Agreement shall be effective as of the date given at the top of Page Therein, and shall terminate when all of the Protected Health Information provided by Covered Entity to Business Associate, or created or received by Business Associate on behalf of Covered Entity, is destroyed or returnedto Covered Entity,or,if it is infeasible to return or destroy Protected Health Information, protections are extended to such information, in accordance with the termination provisions in this Section. 1) Termination for Cause. Upon Covered Entity's knowledge of a material breach by Business Associate,Covered Entity shall either: i) Provide an opportunity for Business Associate to cure the breach or end the violation and terminate this Agreement if Business Associate does not cure the breach or end the violation within the time specified by Covered Entity; ii) Immediately terminate this Agreement if Business Associate has breached a material term of this Agreement and cure is not possible; or iii) If neither termination nor cure are feasible, Covered Entity shall report the violation totheSecretary. 2) Effect of Termination. i) Except as provided in paragraph E.2(ii) of this section, upon termination of this Agreement, for any reason, Business Associate shall return or destroy all Protected Health Information received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity.This provision shall Page 13of 15 apply to Protected Health Information that is in the possession of subcontractors or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. ii) In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to Covered Entity notification of the conditions that make return or destruction infeasible. Upon notification to Covered Entity that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Agreement to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. F. State Law. If state law applicable to the relationship between Business Associate and Covered Entity contains additional or more stringent requirements than federal law for Business Associates regarding any aspect of PHI privacy,then Business Associate agreesto comply with the higher standard contained in applicable state law. G. Consideration. Business Associate recognizes that the promises it has made in this Agreement shall, henceforth, be detrimentally relied upon by Covered Entity in choosing to continue or commence a business relationship with Business Associate. H. Modification. This Agreement may only be modified through a writing signed by the Parties and, thus no oral modification hereof shall be permitted. The Parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary for Covered Entity to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996 as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH Act"), including all pertinent regulations issued by the Department of Health and Human Services ("HHS"); 1. Noticeto Covered Entity.Any notice required underthis Agreement to begiven Covered Entity shall be made in writing to: Monroe County 1100 Simonton St. Key West, FL.33040 Sheryl L. Graham, Sr. Director, Monroe County Social Services J. Notice to Business Associate. Any notice required under this Agreement to Page 14of 15 Notice to Business Associate. Any notice required under this Agreement to be glen Business Associate shalt be made in writing to: RB Health Partners, Inc.PO Box 1116 Crystal Beach,FL 34,681 Robin A. Bleier, President IN WITNESS WHOtEDF.the parties.hereto have caused this Agrmnent to be executed on this 7th clay of February,2020. OARD OF C.0UNrY com-missioNERs OF MO OE CO ,FLORIDA lay f4c, ing oun mint ar County Adrninistrator Witnesses for CONSULT , RB HEALTHPARTNFRS..INC. J i tXbitntleier.Pri t P .Print N e Date:- ' A Si p C_ NTY Nnt Name Bate: ,: Z Page 15of i3 EXHIBIT A COMMERCIAL GENERAL LIABILITY REQUIREMENTS FOR CONTRACT BETWEEN RB HEALTH SERVICES INC. AND MONROE COUNTY Prior to the commencement of work governed by this contract, the Contractor will obtain Commercial General Liability Insurance. Coverage will be maintained throughout the life of the contract and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability The minimum limits acceptable is: $300,000 Combined Single Limit(CSL) An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition,the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. BUSINESS AUTOMOBILE LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN RB HEALTH SERVICES INC. AND MONROE COUNTY Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Business Automobile Liability Insurance. Coverage will be maintained throughout the life of the contract and include,as a minimum,liability coverage for: • Owned,Non-Owned, and Hired Vehicles The minimum limits acceptable is: $300,000 Combined Single Limit(CSL) If split limits are provided, the minimum limits acceptable are: $200,000 per Person $300,000 per Occurrence $200,000 Property Damage The Monroe County Board of County Commissioners will be named as Additional Insured on all policies issued to satisfy the above requirements. MEDICAL PROFESSIONAL LIABILITY INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN RB HEALTH SERVICES INC. AND MONROE COUNTY Recognizing that the work governed by this contract involves the providing of professional medical treatment,the Contractor will purchase and maintain,throughout the life of the contract, Professional Liability Insurance which will respond to the rendering of,or failure to render medical professional services under this contract. The minimum limits of liability are: $300,000 per Occurrence/$750,000 Aggregate If coverage is provided on a claims made basis, an extended claims reporting period of four (4) years will be required. WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN RB HEALTH SERVICES INC. AND MONROE COUNTY Prior to the commencement of work governed by this contract, the Contractor will obtain Workers' Compensation Insurance with limits sufficient to respond to applicable Workers' Compensation state statutes and the requirements of Chapter 440, Florida Statutes. In addition, the Contractor will obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease,policy limits $100,000 Bodily Injury by Disease, each employee Coverage will be maintained throughout the entire term of the contract. Coverage will be provided by a company or companies authorized to transact business in the State of Florida. If the Contractor has been approved by the Florida's Department of Labor, as an authorized self- insurer, the County may recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Department of Labor and a Certificate of Insurance,providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition,the Contractor may be required to submit updated financial statements from the fund upon request from the County. ACIC LIO CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDlYYYY) `� 1 05/11/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: FrankCrum Insurance Agency,Inc. PHONE (727)412-7765 FAX Nu: (727)608-1526 100 South Missouri Avenue E-MAIL FCIA@frankcrum.com ADDRESS: INSURERS AFFORDING COVERAGE NAIL# Clearwater FL 33756 INSURERA: Lloyd's Of London INSURED INSURER B RB Health Partners.Inc. INSURER C: PO BOX:1116 INSURER D: INSURER E Crystal Beach FL 34681 INSURER F: COVERAGES CERTIFICATE NUMBER: 21122 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LTR IN SD WVO POLICY NUMBER MMIDD1YYYY MMIDDIYYYY LIMITS X COMMERCIALGENERALLIABILITY 1,000,000 EACH OCCURRENCE S CLAIMS MADE ®OCCUR PREMISES fEa occurrence $ MEDEXPAn one pemnl, S 5,000 A ME0168922821 04/14/2021 04/14/2022 PERSONAL aADVINJURY s 1,000,000 GEN'LAGGREGATEUMITAPPLIESPER. GENERAL AGGREGATE $ 2,000,ODO POLICY E JPEC LOC PRODUCTS•COMP/OPAGG S 1,000,0W OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE L-MIT $ Approved Risk Managem nt Ea en, ANY AUTO BODILY INJURY(Per my $ OWNED SCHEDULED ;5& AUTOS ONLY AUTOS BODILYINJURY(Peraccident) $ HIRED 14ON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY 5-11-2021 Per so.'.dTy UMBRELLA LIAS OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE S DED I I RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETORIPARTNERIEXECUTWE N 1 A E.L.EACH ACCIDENT S OFFICERIMEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached N more space Is required) Clinical risk Medicare&operations consultingladvisors Automatic Additional Insured for ongoing operations is included in regards to the General Liability coverage per the attached form#VVCL P0002 CW(10/14). CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Monroe County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street 2-257 AUTHORIZED REPRESENTATIVE Key West FL 33040 01988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE O5/19/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: FrankCrum Insurance Agency,Inc. a/CNr o Ext: (727)412-7765 a/c,No): (727)608-1526 100 South Missouri Avenue E-MAIL FCIA@frankcrum.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Clearwater FL 33756 INSURERA: Lloyd's Of London 15792 INSURED INSURER B RB Health Partners,Inc. INSURER C: PO Box 1116 INSURER D INSURER E: Crystal Beach FL 34681 INSURER F: COVERAGES CERTIFICATE NUMBER: 19/20 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCEAUULbUbK POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FX OCCUR PREM SDAMAGES Ea oNcurDrence $ 50,000 MED EXP(Any one person) $ 5,000 A ME0168922819 04/14/2019 04/14/2020 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ 1'000'000 JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Approved Risk Management Eaaccident ANYAUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ElN/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Professional Liability Each Claim 1,000,000 A ME0168922819 04/14/2019 04/14/2020 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Clinical risk Medicare&operations consulting/advisors Automatic Additional Insured for ongoing operations is included in regards to the General Liability coverage per the attached form#WCL P0002 CW(10/14). CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Monroe County Board of County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street 2-257 AUTHORIZED REPRESENTATIVE Key West FL 33040 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Am HISCOX '" General Liability Coverage Part (Occurrence) C. Limited liability If you are a duly organized limited liability company,your members and their spouses are companies insureds,but only with respect to the conduct of your business.Your managers are also insureds,but only with respect to their duties as your managers. D. Other organizations If you are an organization(including a professional corporation)other than a partnership,joint venture,or limited liability company,your directors and officers are insureds,but only with respect to their duties as your directors or officers.Your stockholders and their spouses are also insureds,but only with respect to their liability as your stockholders. E. Trusts If you are a trust,your trustees are insureds, but only with respect to their duties as your trustees. F. Employees Your employees are insureds,but only while in the course and scope of their employment by you or while performing duties related to the conduct of your business. G. Volunteer workers Your volunteer workers are insureds,but only while in the course and scope of their activities related to the conduct of your business performed on your behalf or at your direction. H. Real estate managers Persons(other than your employees)or organizations acting as your real estate managers are insureds, but only with respect to their duties as your real estate managers. I. Amateur athletic Any person representing you while participating in an amateur athletic activity you sponsor is an participants insured. However,no such person is an insured for: 1. bodily injury to: a. a co-participant,your employee,or your volunteer worker while also participating in the amateur athletic activity you sponsor;or b. you or any of your partners,members,or officers;or 2. property damage to property owned,occupied,or used by;rented to;or in the care, custody,or control of: a. a co-participant in the amateur athletic activity you sponsor,your employee,or your volunteer worker;or b. you or any of your partners, members,or officers. J. Newly acquired or formed If there is no other similar insurance available,any organization you acquire or form during the organizations policy period,and in which you have majority ownership or interest at the time of an occurrence or offense covered by this Coverage Part,will qualify as an insured.This coverage is effective on the date of acquisition or formation and is afforded only until the 180th day after you acquire or form the organization,or the end of the policy period,whichever is earlier. There is no coverage for the acquired or formed organization for: 1. bodily injury or property damage that occurred;or 2. personal or advertising injury arising out of an offense that was committed, before you acquired or formed the organization. The acquired or formed organization is an Insured only with respect to the conduct of your business. K. Additional insureds If you have agreed in a written contract or agreement to add them as an additional insured to a policy providing the type of coverage afforded by this Coverage Part,the following persons or organizations are insureds: 1. Any person or organization from whom you lease any premises,but only with respect to liability arising out of the ownership,maintenance,or use of that part of the premises leased to you. However,there is no coverage for such additional insureds for any structural alterations, new construction,or demolition operations performed by or on behalf of the additional insured. Includes copyrighted material of Insurance Services Offices,Inc.,with its permission WCL P0002 CW(10114) Page 3 of 19 Aev H I SCOX ' General Liability Coverage Part (Occurrence) A person or organization's status as an additional insured under this subsection 1 ends when you cease to be a tenant in the premises. 2. Any person or organization for whom you are performing operations,but only with respect to liability arising out of: a. your acts or omissions or of those acting on your behalf;and b. the performance of your ongoing operations for the additional insured. However,there is no coverage for such additional insureds for: a. bodily injury,property damage,or personal and advertising injury arising out of the rendering of or failure to render any professional architectural,engineering,or surveying services,including: (1) the preparing,approving,or failing to prepare or approve,maps,shop drawings, opinions,reports,surveys,field orders,change orders,drawings,or specifications;or (2) supervisory, inspection,architectural,or engineering activities;or b. bodily injury or property damage occurring after: (1) all work,including materials,parts,or equipment furnished in connection with such work,on the project(other than service,maintenance,or repairs)to be performed by or on behalf of the additional insured at the location of the covered operations has been completed;or (2) that portion of your work out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. A person or organization's status as an additional insured under this subsection 2 ends when your operations for that additional insured are completed. 3. Any person or organization who sells or distributes your products(referred to in this subsection as"vendor"), but only with respect to bodily injury or property damage arising out of your products sold or distributed in the regular course of such vendor's business. However,there is no coverage for such additional insureds for: a. bodily injury or property damage for which the vendor is legally obligated to pay damages because of liability assumed in a contract or agreement;however,this exclusion will not apply to liability the vendor would have in the absence of such contract or agreement; b. any express warranty unauthorized by you; C. any physical or chemical change in the product made intentionally by the vendor; d. repackaging,except when unpacked solely for the purpose of inspection, demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; e. any failure to make inspections,adjustments,tests,or servicing the vendor has either agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the product; f. demonstration, installation,servicing,or repair operations,except such operations performed at the vendors premises in connection with the sale of the product; g. products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part,or ingredient of any other thing by or for the vendor; h, bodily injury or property damage arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf; however,this exclusion will not apply to: Includes oopyrighled material of Insurance Services Offices,Inc.,with its permission WCL P0002 CW(10/14) Page 4 of 19 2013 Edideati MONROE COUNTY,FLORIDA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements,as specified in the County's Schedule of hisurance Requirements,be waived or modified on the following contract. Contractor/Vendor: Altak . Project or Service, j ,WWY%4b'I M 0�_ -� Contractor/Vendor Address&Phone ff: R9 ._!•1-�{" _ w,F,., . v ., , General Scope of Work _ Reason for Waiver or Modification: w Vol _ ass 4 - _ Policies Waiver or • Modification will apply to: 4 / Signature of Conttsctor/Vendor. Date. Approved . XX . Not Approved ., Risk Management Signature:_.serial.,Slavik Batt:_3...-42020_ _�w County Administrator appcai. Approved: Not Approved: Date: Board of County Commissioncrs appeal: Approved Not Approved: Meeting Date: Adtnin+sintive Instruction 7500.7 r�9! 201 a Edition MONROE COUNTY,FLORMA REQUEST FOR WAIVER OF INSURANCE REQUIREMENTS It is requested that the insurance requirements,as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract. ContmctorNendor. !-..�-._ Project or Service: v_I U-LS t�. L [1{ HIV L C -5 ContractorNendor {� Address&Phone#: General Scope of Work: Reason for Waiver or W C r 1L i`S l ()�Ul (' \C �f�U�'4�._`��1G.t1 l _� 10 qee 5 Modification: Policies Waiver or - Modification will apply to: Uy C r� j= _��2�1LSi� _. __..._._-._.... Signature of ContractorNendor: Date: -)—µf J7r2J Approved X Not Approved . _ -..._._..._...._.__ Risk Management Signature: �7:)kaAa 5-18-2021 Date: County Administrator appeal: Approved: w Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: Administrative Instruction 7500.7 itta Effective with UNDERWRITERS AT LLOYD'S, LONDON 40 Administered by Hiscox Inc. 520 Madison Avenue 32nd Floor,New York,NY 10022 H I SCOX M (646)452-2353 Insurance for Professionals DECLARATIONS THIS INSURANCE IS ISSUED PURSUANT TO THE FLORIDA SURPLUS LINES LAW. PERSONS INSURED BY SURPLUS LINES CARRIERS DO NOT HAVE THE PROTECTION OF THE FLORIDA INSURANCE GUARANTY ACT TO THE EXTENT OF ANY RIGHT OF RECOVERY FOR THE OBLIGATION OF AN INSOLVENT UNLICENSED INSURER. SURPLUS LINES INSURERS' POLICY RATES AND FORMS ARE NOT APPROVED BY ANY FLORIDA REGULATORY AGENCY. Broker No.: US 0000014 Agency Marketing Services Inc Certificate No.: MEO1689228.19 9800 4th Street North Suite 400 Renewal of: MEO1689228.18 Saint Petersburg, FL 33702 1. Named Insured: RB Health Partners, Inc. Address: 137 Pennsylvania Ave Palm Harbor, FL 34683-3434 2. Policy Period: Inception Date:04/14/2019 Expiration Date: 04/14/2020 Inception date shown shall be at 12:01 A.M. (Standard Time)to Expiration date shown above at 12:01 A.M. (Standard Time)at the address of the Named Insured. 3. General terms and WCL P0001 CW(09/14) conditions wording: The General terms and conditions apply to this policy in conjunction with the specific wording detailed in each section below. 4. Endorsements: E6002.1 -Florida Amendatory Endorsement, E6015.7-Lloyd's Syndicate(3624) Endorsement, E6016.1 -Service of Suit, E6017.2-Nuclear Incident Exclusion Clause-Liability-Direct(Broad) Endorsement, E6018.2-Applicable Law Endorsement, E6020.2-War and Civil War Exclusion Endorsement, and E9998.2-TRIA Not Purchased Endorsement S. Optional Extension 12/24/36 months at 75/150/225 percent of the annual premium, for eligible coverage parts. Period: 6. Notification of Hiscox Claims claims to: 520 Madison Avenue, 32nd floor New York, NY 10022 Fax: 212-922-9652 Email: HiscoxClaims@Hiscox.com Additional Notification NONE requirements: WCL D0001 CW(07/14) Page 1 of 3 Effective with UNDERWRITERSATP69NYPA§N�.9cNdg.goNA289060 Administered by Hiscox Inc. AGENT ADDRESS:9800 4th St.N.,Ste.400 '' 520 Madison Avenue 32nd Floor,New York,NY 10022 St.Petersburg,FL 33702 H I SCOX M (646)452-2353 Prod.Agent:Matthew C.Crum Address: 100 South Missouri Avenue Address:Clearwater,FL 33756 This Insurance is issued pursuant to the Florida Surplus Lines Laws.Persons Insured by Surplus Lines Carrier's do not have the protection of the Florida Insurance Guaranty Act to the Insurance for Professionals extent of any recovery for the obligation of an insolvent unlicensed carrier. DECLARATIONS AGENT'S COUNTERSIGNATURE: 7. Policy Premium: Administration Fee: N/A State Surcharge: N/A a.ww. . Professionals Liability Claims-Made and Reported Coverage Part: WCLMPL P0001 CW (11-14) Covered Professional Services: Solely in the performance of medical/healthcare consulting services(non-physician). Professional Liability(PL): $ 1,000,000 Each Claim/$2,000,000 Aggregate Defense of Licensing Proceedings: $ 10,000 Aggregate Limit(Separate Limit) Subpoena Assistance: $ 10,000 Aggregate Limit(Separate Limit) Retroactive Date: 04-14-2014 Retention: $5,000 PL Premium: $3,552 Endorsements: E6103.2-Medical Malpractice Exclusion Endorsement, E6408.1 -Care Management Consulting Exclusions Endorsement, E6147.1 -Managed Care Exclusion Endorsement, and E6172.2-Healthcare Consultant-Related Exclusions Endorsement General Liability Occurrence Coverage Part: WCL P0002 CW(10/14) " �� � General Liability(GL): $ 1,000,000 Each Occurrence/$2,000,000 Aggregate Products and Completed $ 1,000,000 Each Occurrence Limit(Shared Limit with GL) Operations: Personal and Advertising Injury: $ 1,000,000 Each Claim Limit(Shared Limit with GL) Damage to Premises: $50,000 Any One Premise Limit(Shared Limit with GL) Medical Payments: $5,000 Each Person Limit(Separate Limit) Retention: $5,000 GL Premium: $ 1,238 Endorsements: E6803.1 -Sexual Misconduct Exclusion Endorsement In accordance with the authorization granted to Hiscox Inc. under Contract No. 131234HisInc2019 by certain Underwriters at Lloyd's, London,whose names and the proportions underwritten by them can be ascertained by reference to the said Contract,which bears the Seal of Lloyd's Policy Signing Office and is on file at the office of the said Agency and in consideration of the premium specified herein, the said Underwriters do hereby bind themselves, each for their own part and not one for another,their heirs, executors and administrators,to insure as follows in accordance with the terms and conditions contained or endorsed hereon. The Certificate terms and conditions contained herein or endorsed hereon and such other provisions, agreements or conditions as may be endorsed hereon or added hereto are hereby incorporated in this Certificate. No representative of the Underwriters shall have the power to waive or be deemed to have waived any provision or condition of this Certificate unless such waiver, if any, shall be written upon or attached hereto; nor shall any privilege or permission affecting the insurance under this Certificate exist or be claimed by the Insured(s)unless so written or attached. wcL D0001 cw(o7n4) "SURPLUS LINES INSURERS' POLICY RATES AND Page 2 of 3 FORMS ARE NOT APPROVED BY ANY FLORIDA REGULATORY AGENCY." Effective with UNDERWRITERS AT LLOYD'S, LONDON Administered by Hiscox Inc. 520 Madison Avenue 32nd Floor,New York,NY 10022 H I SCOX PRU (646)452-2353 Insurance for Professionals DECLARATIONS IN WITNESS WHEREOF this Certificate has been signed at New York, New York Authorized Representative Kevin Kerridge March 15, 2019 Hiscox Inc. WCL D0001 CW(07/14) Page 3 of 3