HomeMy WebLinkAboutItem C01COUNTY of MONROE
The Florida Keys
BULK ITEM: Yes
BOARD OF COUNTY COMMISSIONERS
Mayor Michelle Lincoln, District 2
Mayor Pro Tem David Rice, District 4
Craig Cates, District 1
James K. Scholl, District 3
Holly Merrill Raschein, District 5
Regular Meeting
March 11, 2026
Agenda Item Number: C 1
26-0555
DEPARTMENT: Employee Services
TIME APPROXIMATE: N/A STAFF CONTACT: Natalie Maddox, Sr. Employee
Benefits Administrator
AGENDA ITEM WORDING: Approval to advertise a Request for Proposals for Virtual Primary
and Urgent Care Services in Monroe County, FL; services to include virtual primary care physician
visits and 24/7 urgent care.
ITEM BACKGROUND: Employee Benefits, a department within Employee Services manages
benefits for employees and retirees of the Board of County Commissioners, Court Administration,
Monroe County Sheriff s Office, Monroe County Tax Collector, Monroe County Property Appraiser,
Monroe County Supervisor of Elections, Monroe County Clerk of Courts, Monroe County Land
Authority, and their eligible dependents.
Employee Benefits recognizes the need of employees, retirees and covered dependents for increased
access to primary care physician services and high quality 24/7 urgent care and after -hour urgent care
services.
The submitted requests for proposals will provide services on a per employee per month fee structure
for virtual primary care and 24/7 urgent care with zero out of pocket cost to employees. The program
would be paired alongside current medical plan offerings for potential overall healthcare cost savings.
The County's current medical plans offer a 24/7 virtual urgent care feature, which would be
discontinued at the time a successful vendor of services was selected and contracted.
PREVIOUS RELEVANT BOCC ACTION:
INSURANCE REQUIRED: Yes
CONTRACT/AGREEMENT CHANGES: N/A
STAFF RECOMMENDATION: Approval
DOCUMENTATION: Request for Proposals for Virtual Primary and Urgent Care Services in Monroe
County, FL.
FINANCIAL IMPACT:
Effective Date: October 1, 2026
Expiration Date: October 1, 2028
Fund 502-Group Insurance; Cost Center: 08002 — Group Insurance Operations
Total Dollar Value of Contract: Estimated $ 250,000.00 Annually (2-yr term, option to renew for an
additional 24 months)
Total Cost to County: Estimated $ 250,000.00 Annually
Current Year Portion: None
Budgeted: Yes
Source of Funds: Primarily Ad Valorem
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: No If yes, amount:
Grant: N/A
County Match: N/A
Insurance Required: Yes
MONROE COUNTY
REQUEST FOR PROPOSALS
FOR
VIRTUAL PRIMARY & URGENT CARE SERVICES
IN MONROE COUNTY, FL
BOARD OF COUNTY COMMISSIONERS
Mayor, Michelle Lincoln, District 2
Mayor Pro Tem, David Rice, District 4
Craig Cates, District 1
Jim Scholl, District 3
Holly Merrill Raschein, District 5
COUNTY ADMINISTRATOR
Christine Hurley
CLERK OF THE CIRCUIT COURT EMPLOYEE SERVICES
Kevin Madok Employee Benefits
March 11, 2026
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NOTICE OF REQUEST FOR COMPETITIVE SOLICITATIONS
NOTICE IS HEREBY GIVEN that on Thursday, April 16, 2026, at 3:00 P.M., the Monroe
County Purchasing Office will receive and open sealed responses for the following:
Virtual Primary & Urgent Care Services
Monroe County, Florida
Pursuant to F.S. § 50.0211(3)(a), all published competitive solicitation notices can be viewed
at: www.floridapublicnotices.com, a searchable Statewide repository for all published legal
notices. Requirements for submission and the selection criteria may be requested from the
County's electronic bidding platform at htt s://monroecount I.bonfirehub.com OR
vv r t pm pr y:::: _.. ov/ onrtireBids. The Public Record is available upon request.
Monroe County Purchasing Department receives bids via the Bonfire electronic bidding platform.
Please do not e in a i 1, mail or attempt to deliver in person any sealed bids. Emailed/mailed/physically
delivered bids/proposals/responses WILL NOT be accepted.
The Monroe County Purchasing Department hereby directs that bids be submitted via the Bonfire
electronic bidding platform at h1;1. s:Hmonroecount l.bonfnrehgb.com, no later than 3:00 P.M.
on Thursday, April 16, 2026. There is no cost to the bidder to use the Bonfire platform.
Please do not submit your confidential financial information as part of your proposal. There are
separate uploads for each set of documents, including confidential financial information. All
proposals will be made public on the platform after an intended decision or 30 days, whichever is
earlier, unless the bids/proposals are rejected in accordance with F.S. 119.071. If your proposal
document includes financial information, that information will not be considered confidential and will
be available and viewable to the public in accordance with public records law. In the event of a
discrepancy between the bid amount on the Proposal Form and the bid amount entered in Bonfire, the
bid amount listed in the "Proposal Form" provided by Monroe County in the RFP is the amount that
will be utilized by the County when considering the bid proposal. The County reserves the right to
waive any proposal/bid irregularity.
The bid opening for this solicitation will be held virtually, via the internet, at 3 : 0 0 P.M., on
Thursday, April 16, 2026. You may call in by phone or internet using the following:
Join Zoom Meeting
1ps://mcboccazoom.us/ /4509326156
Meeting ID: 4509326156
One tap mobile:
+16465189805„4509326156# US (New York)
+16699006833„4509326156# US (San Jose)
Dial by your location:
+1 646 518 9805 US (New York)
+1 669 900 6833 US (San Jose)
Publication Dates
Keys Citizen: Sat., 03/14/2026
Keys Weekly: Thur., 03/19/2026
News Barometer: Fri., 03/20/2026
TABLE OF CONTENTS
SECTION ONE - INSTRUCTIONS TO PROPOSERS
SECTION TWO - BACKGROUND INFORMATION
SECTION THREE- PRESENT INFORMATION AND COUNTY FORMS
SECTION FOUR - EVALUATION CRITERIA
SECTION FIVE - REQUESTS FOR ADDITIONAL INFORMATION
SECTION SIX - CONTENT OF SUBMISSION
SECTION SEVEN - FORMAT
SECTION EIGHT - COPIES OF RFP DOCUMENTS
SECTION NINE - STATEMENT OF PROPOSAL
SECTION TEN - DISQUALIFICATION OF PROPOSER
EXHIBITS: EXHIBIT A SCOPE OF SERVICES
EXHIBIT B QUESTIONNAIRE
EXHIBIT C DRAFT AGREEMENT
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SECTION ONE: INSTRUCTIONS TO PROPOSERS
1. Objective of the Request for Proposals (RFP)
The Monroe County Board of County Commissioners wishes to evaluate the marketplace and
find a cost-effective, innovative Virtual Primary Care Services (including Mental Health) and
24/7 Urgent Care Services to supplement Monroe County's self -funded medical (Florida Blue)
and pharmacy program (Capital Rx).
Monroe County understands the importance of preventive care and mental health and wishes to
be aligned with a leading Virtual Primary Care Services to greatly enhance and increase access
to care for Monroe County employees, retirees, and their dependents. Primary Care providers are
the initial point of contact for members, and it is important that members have the ability to build
a relationship with their primary care provider. Of critical importance to Monroe County, is a
virtual care model which promotes continuity of care, allowing members the opportunity to
experience consistent care from the same providers. Primary Care providers should have a
medical license and be properly licensed to practice medicine in the state of Florida, at
minimum. Proposers with active, unrestricted licenses in multiple states are preferred. The
desired services should be an established platform with superior technology including
integrated communication channels with telephonic, video, chat and text services allowing
members to utilize various methods of communication. Further, the platform should include an
Electronic Medical Record system (EMR) used in all interactions to keep a consistent record of
each patient's medical history. Moreover, the Proposer should employ at least 80% of its
primary care providers as W-2 employees, thus displaying an organizational commitment to
providing consistent medical care to Monroe County employees, retirees and their families.
Providers should be well versed in care availability throughout Monroe County and other South
Florida counties (Miami -Dade, Broward, Palm Beach and Collier) in order to best refer members
to needed specialty care as appropriate.
Monroe County also wishes for the vendor to be able to provide Urgent Care visits.
In addition, the Proposer should have the following capabilities:
• 24/7 accessibility for Urgent Care visits.
• Access to Mental Health Providers as needed with consistent accessibility to the same
Mental Health Provider.
• Online platform including but not limited to patient access to set appointments, review
medical records and retrieve test results. Platform should be mobile accessible.
• Provide all services at a PEPM cost with no claims being filed with the medical/pharmacy
carrier and no additional co -pays, deductibles or out of pocket costs for the member.
• Provide performance guarantee for these services.
• Proven marketing strategy to promote adoption and utilization of these services,
including placing fees at risk to guarantee utilization levels.
• Provide in -person and virtual educational sessions as requested by Monroe County to
include in -person health fair attendance, wellness events, open enrollment meetings,
etc. Approximately ten(10) in -person meetings per year.
The selected Proposer should be familiar with the plan benefits and local network to properly refer
members to any in -person follow-up care that may be needed following the virtual visit. Proposers must
demonstrate that they can effectively coordinate care with other service providers, refer members to
appropriate follow-up in -person care if needed, follow up with members to ensure follow-up care has
been completed and maintain medical records for all care referred.
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Monroe County anticipates that this contract will be awarded for an effective date of October 1,
2026. Monroe County desires an initial contract term of twenty-four (24) months and the
County may elect to renew for up to one (1) additional consecutive twenty-four (24) month
term. The contract term will be dependent upon the acceptability of performance guarantees,
coverage, service, provider stability, cost and market conditions.
Calendar
Date
Activity
March 12, 2026
RFP Release Date
March 23, 2026
Deadline for Vendor Questions — 5:00 PM
March 31, 2026
Addendum Release Date
April 16, 2026
Bid Opening — 3:00 PM. No late bids will be accepted
TBD
Selection Committee Ranking Meeting
TBD
Finalist Interviews (if necessary)
June 10, 2026
Monroe County BOCC Meeting — Approval to negotiate
contract
July 15, 2026
Monroe County BOCC Meeting, Approval of contract
October 1, 2026
Contract Effective Date
NOTICE OF POSSIBLE INTERVIEW
Monroe County may wish to interview finalists. If a meeting to interview finalists is
held, it will be conducted by Zoom in May 2026, after the Selection Committee
Ranking meeting. Proposers who are to be invited for finalist interviews will be
notified at least two (2) weeks in advance of the meeting. Specific instructions
including Zoom information will be distributed at that time. Staff present should
include all key staff with direct client responsibilities for Monroe County, as well
as an individual who is authorized to contractually obligate the firm.
2. Background Information
Monroe County is a non -charter County and a political subdivision of the State of
Florida. The County population is over 80,000. The Board of County Commissioners,
constituted as the governing body, has all the powers of a body corporate, including the
powers to contract; to sue and be sued; to acquire, purchase, hold, lease and convey
real estate and personal property; to borrow money and to generally exercise the
powers of a public authority organized and existing for the purpose of providing
community services to citizens within its territorial boundaries. In order to carry out this
function, the County is empowered to levy taxes to pay the cost of operations.
Monroe County is the southernmost County in the United States. It is comprised of the
Florida Keys and a portion of the Florida Everglades. The Florida Keys are an
archipelago of islands stretching from Key West, only 90 miles from Cuba, up to the
mainland. In addition to the unincorporated County, there are five municipalities in the
Florida Keys: Key West, Marathon, Key Colony Beach, Layton, and Islamorada.
Further information about the demographics of the County can be found here:
htti)://www.monroecounty-fl..qov/index.asl)x?NID=27 .
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Approximately one-third of the population is situated in the City of Key West, which is
the County seat; however, the County offers services throughout the Keys, and has
government buildings throughout the Lower Keys (primarily Big Pine Key), Middle Keys
(primarily Marathon), and Upper Keys (primarily Plantation Key and Key Largo) in
addition to Key West, with employees stationed in all locations.
3. Present Information
Monroe County currently offers two self -insured medical plans to its employees,
retirees, and dependents, including surviving spouses.. The anniversary date for the
plan year is January 1. Premiums for active employees may be paid on a pretax basis
through the County's Section 125 Plan. Premiums for Retirees and Surviving Spouses
are collected by the County. The Administration Fee is paid by the County on a monthly
basis.
Coverage is currently tracked by Active Employees, Retirees, COBRA, and Surviving
Spouses for the following groupings:
• The Board of County Commissioners;
• The Clerk of the Circuit Court;
• Tax Collector;
• Property Appraiser;
• Supervisor of Elections;
• Sheriff's Office;
• Land Authority, and;
• Court Administration.
Domestic Partners are included as dependents and are considered and treated
same a spouse designation.
The Monroe County health plan currently covers approximately 2300 total members.
Of these, approximately 1300 are active employees, with the remainder being retirees
and dependents.
Compensation: Proposer shall be in compliance with Section 624.428, Florida
Statutes. If any commissions and/or service fees are included in your rate quotation,
you shall specify the amount of the commissions and/or service fees, to whom they may
be paid and your reason(s) for including them.
Proposals to the Selection Committee with rE
the technical components of the Proposals.
Please note that any entity and/or person who participated in the drafting of this
RFP is disqualified from submitting a proposal in response to this RFP or
receiving a commission as a result of the award of a contract for services arising
out of this RFP.
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4. Evaluation Criteria
A Selection Committee will be convened to review the Proposals and recommend which
Proposer should be selected for the project. The successful Proposer will be selected based
on the following criteria.
Total points earned are on a scale of 1 —100 points
1 = lowest 100 = highest
A Selection Committee will be analyzing the Proposals, reviewing the Contractual Assessment,
and providing recommendations to the County Administrator who will ultimately make a
recommendation to the Board of County Commissioners regarding which Proposer should be
hired.
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Financial and Contractual Assessment (Technical
Assessment)
Professional evaluation conducted by Actuarial firm
50 points
analyzing the information in Exhibit B, including:
1. Contract terms and financial
2. Questionnaire
Ability to provide the Scope of Services. The points
30 points
for this criterion will be assigned based on both the
responses/compliance to the Scope of Services and the
overall information included in the Proposal, including
the information in Exhibit A and Exhibit B. This criterion
will evaluate both quantitative and qualitative
information including but not limited to:
• Acceptance of County Contractual Requirements
• Termination clauses in the contract
• Indemnification language
• Client Management support
• Member support
• Ability to integrate accumulator data with Medical
TPA.
Compliance with RFP Specifications (responsiveness,
10 points
submission of required forms, follows required format,
etc.)
Prior experience with government clients/references
5 points
Location of firm (local preference if applicable: up to 5
5 points
additional points)
5. Requests for Additional Information or Clarification
Requests for additional information or clarification relating to the specifications of this
Request for Proposals shall be submitted in writing directly to:
Natalie Maddox, Sr. Employee Benefits Administrator
1100 Simonton Street, Suite 2-268
Key West, Florida 33040 Facsimile (305) 292-4452
Email:maddox-natalie@monroecounty-fl.gov
All requests for additional information for, including questions with regard to
Exhibit C — Draft Agreement, must be received no later than 5:00 PM, March 23,
2026.
Any requests received after that date and time will not be answered.
All timely requests for additional information will be answered via an addendum to the
RFP, which shall be distributed to all interested Proposers on the schedule listed above.
Oral reauests will not be answered.
All addenda are a part of the contract documents and each Proposer will be bound by
such addenda, whether or not received by him/her. It is the responsibility of each
Proposer to verify that he/she has received all addenda issued before responses are
opened.
6. Content of Submission
The Proposal submitted in response to this Request for Proposals (RFP) shall be
submitted as instructed in the RFP documents. Proposers are responsible to access
and review the County's specifications as well as the specific RFP instructions for the
submission of Exhibit C — Draft Agreement .
The Proposer should not withhold any information from the written response
in anticipation of presenting the information orally or in a demonstration, since oral
presentations or demonstrations may not be solicited. Each Proposer must submit
adequate documentation to certify the Proposer's compliance with Monroe County's
requirements. Proposer should focus specifically on the information requested.
Responses shall be organized as indicated below.
7. Format.
Each proposal will consist of two sections: (a) a Non -Technical Proposal,
consisting of responses to tabs 1-6 outlined below, and (b) a Technical Proposal,
consisting of responses to Exhibit B.
The Non -Technical Proposal shall include the following:
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A. Cover Page,
A cover page that states "Request for Proposals for Virtual Primary Care Services".
The cover page should contain Proposer's name, address, telephone number, and
the name of the Proposer's contact person(s).
B. Table of Contents
The Table of Contents shall be sufficiently detailed to allow for the members of the Selection
Committee to easily locate all the required components of the Proposal.
C. Tabbed Sections
Tab 1. Letter of Transmittal
The Proposer shall provide a letter confirming that the Proposal is an authorized offer by
the Proposer and shall list the names of the persons who will be authorized to make
representations for the Proposer, their titles, addresses and telephone numbers.
Tab 2. Minimum Qualifications
Proposer shall provide a statement addressing each item below and supply
evidence in this Tab that demonstrates compliance with the minimum
qualifications.
The Proposer shall be licensed in the State of Florida to provide the requested
services.
The Proposer shall provide a minimum of five (5) customer references for which
they have provided Virtual Primary Care Services within the past three (3) years.
It is preferred that at least two(2) of these references are from other City or County
governments of a similar size. Each reference at a minimum shall include:
o Name and full address of the client;
o Name, address, title, and telephone number of the client contact;
o Identification of services provided, including years for which the services
were offered
The Proposer shall include at least three (3) letters of reference from clients which
describes the services performed and the client's satisfaction with the services
provided. Letters of reference are preferred, however, if the Proposer desires to include
surveys completed by clients regarding the service of the Proposer, they will be
considered. Documents from governmental/public entity clients are preferred. Copies
are acceptable.
Only those Proposers who provide references along with their Proposal will be
awarded points.
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Tab 3. Scope of Services
Please include your completed Exhibit A — Scope of Services under this Tab.
If your response indicates that you "can comply with deviations", you must fully explain
the deviations in this Tab.
Tab 4. Staffing for this Project and Qualifications of Key Personnel
The Proposer shall briefly describe the composition and structure of the firm (sole
proprietorship, corporation, partnership, joint venture) and include names of persons with
an interest in the firm.
Proposer shall include a list of the proposed staff that will perform the work required and
shall identify any sub -contractors that will be used, if awarded this contract.
The Proposer shall describe the qualifications for each employee on the project team and
identify his/her role on the team. If sub -contractors are to be utilized, Proposer must
clearly specify the role of each sub -contractor and provide evidence of their qualifications.
Include in this section the location of the main office and the location of the office proposed
to work on this project.
Tab 5. Litigation
In accordance with Section 2-347(h) of the Monroe County Code, the
Proposer must provide the following information:
(1) A list of the person's or entity's shareholders with five (5) percent or
more of the stock or, if a general partnership, a list of the general
partners; or, if a limited liability company, a list of its members; or, if a
solely owned proprietorship, names(s) of owner(s);
(2) A list of the officers and directors of the entity;
(3) The number of years the person or entity has been operating and, if
different, the number of years it has been providing the services,
goods, or construction services called for in the bid specifications
(include a list of similar projects);
(4) The number of years the person or entity has operated under its
present name and any prior names;
(5) Answers to the following questions regarding claims and suits:
a. Has the person, principals, entity, or any entity previously
owned, operated or directed by any of its officers, major
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shareholders or directors, ever failed to complete work or
provide the goods for which it has contracted? If yes, provide
details;
b. Are there any judgments, claims, arbitration proceeding or suits
pending or outstanding against the person, principal of the
entity, or entity, or any entity previously owned, operated or
directed by any of its officers, directors, or general partners? If
yes, provide details,
c. Has the person, principal of the entity, entity, or any entity
previously owned, operated or directed by any of its officers,
major shareholders or directors, within the last five (5) years,
been a party to any lawsuit, arbitration, or mediation with regard
to a contract for services, goods or construction services similar
to those requested in the specifications with private or public
entities? If yes, provide details,
d. Has the person, principal of the entity, or any entity previously
owned, operated or directed by any of its officers, owners,
partners, major shareholders or directors, ever initiated litigation
against the county or been sued by the county in connection
with a contract to provide services, goods or construction
services? If yes, provide details;
e. Whether, within the last five (5) years, the owner, an officer,
general partner, principal, controlling shareholder or major
creditor of the person or entity was an officer, director, general
partner, principal, controlling shareholder or major creditor of
any other entity that failed to perform services or furnish goods
similar to those sought in the request for competitive solicitation.
f. Credit references (minimum of three), including name, current
address and current telephone number.
g. Financial statements for the prior three years for the responding entity
or for any entity that is a subsidiary to the responding entity; and
h. Any financial information requested by the county department involved
in the competitive solicitation, related to the financial qualifications,
technical competence, the ability to satisfactorily perform within the
contract time constraints, or other information the department deems
necessary to enable the department and board of county
commissioners to determine if the person responding is responsible.
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Tab 6. County Forms
Proposer shall complete, execute, and attach the forms specified below
which are located in Section Three in this RFP, as well as a copy of a
business tax receipt from the Tax Collector's Office and shall include it in
this section, i.e. Tab 6:
Forms:
• Submission Response Form
• Lobbying and Conflict of Interest Ethics Clause
• Non -Collusion Affidavit
• Drug Free Workplace Form
• Public Entity Crime Statement
• Vendor Certification Regarding Scrutinized Companies
• Affidavit Attesting to NonCoercive Conduct for Labor or Services
• Foreign Entities Affidavit
• Any Proposer claiming a local preference as defined in Monroe
County Ordinance 023-2009 must complete the Local Preference
Form and attach to the Proposal.
8. COPIES OF RFP DOCUMENTS
A. Only complete sets of RFP Documents will be issued and shall be used in
preparing responses. The County does not assume any responsibility for
errors or misinterpretations resulting from the use of incomplete sets.
B. Complete sets of RFP Documents may be obtained in the manner and at
the locations stated in the Notice of Request for Competitive Solicitations.
C. Each Proposer is responsible for obtaining all Addenda for this RFP and
for acknowledging receipt of all Addenda on the RESPONSE FORM.
9. PROPOSAL SUBMISSION
See instructions in Notice of Request for Competitive Solicitation.
SERVICES It is the sole responsibility of each Proposer to ensure its Proposal is
received in a timely fashion.
10. DISQUALIFICATION OF PROPOSER
A. NON -COLLUSION AFFIDAVIT: Any person submitting a proposal in
response to this invitation must execute the enclosed NON -COLLUSION
AFFIDAVIT. If it is discovered that collusion exists among the Proposers,
the proposals of all participants in such collusion shall be rejected, and no
participants in such collusion will be considered in future proposals for the
same work.
B. PUBLIC ENTITY CRIME: A person or affiliate who has been placed on the
convicted vendor list following a conviction for a public entity crime may
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not submit a proposal on a contract to provide any goods or services to a
public entity, may not submit a proposal on a contract with a public entity
for the construction or repair of a public building or public work, may not
submit Proposals on leases or perform work as a contractor, supplier,
subcontractor, or contractor under a contract with any public entity, and
may not transact business with any public entity in excess of the threshold
amount provided in Section 287.017, Florida Statutes, for CATEGORY
TWO for a period of 36 months from the date of being placed on the
convicted vendor list. Category Two: $25,000.00
C. DRUG -FREE WORKPLACE FORM: Any person submitting a bid or
proposal in response to this invitation must execute the enclosed DRUG -
FREE WORKPLACE FORM and submit it with his/her proposal. Failure to
complete this form in every detail and submit it with the bid or proposal
may result in immediate disqualification of the bid or proposal.
D. LOBBYING AND CONFLICT OF INTEREST ETHICS CLAUSE: Any
person submitting a bid or proposal in response to this invitation must
execute the enclosed LOBBYING AND CONFLICT OF INTEREST
CLAUSE and submit it with his/her bid or proposal. Failure to complete
this form in every detail and submit it with the bid or proposal may result
in immediate disqualification of the bid or proposal.
11. EXAMINATION OF RFP DOCUMENTS
A. Each Proposer shall carefully examine the RFP and other contract
documents, and inform himself/herself thoroughly regarding any and all
conditions and requirements that may in any manner affect cost,
progress, or performance of the work to be performed under the contract.
Ignorance on the part of the Proposer shall in no way relieve him/her of the
obligations and responsibilities assumed under the contract.
B. Should a Proposer find discrepancies or ambiguities in, or omissions
from, the specifications, or should he be in doubt as to their meaning, he
shall at once notify the County.
12. GOVERNING LAWS AND REGULATIONS
The Proposer is required to be familiar with and shall be responsible for complying with
all federal, state, and local laws, ordinances, rules, professional license requirements
and regulations that in any manner affect the work. Knowledge of business tax
requirements for Monroe County and municipalities within Monroe County are the
responsibility of the Proposer.
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13. PREPARATION OF RESPONSES
Signature of the Proposer: The Proposer must sign the response forms in the
space provided for the signature. If the Proposer is an individual, the words "doing
business as ", or "Sole Owner" must appear beneath such signature. In the
case of a partnership, the signature of at least one of the partners must follow the firm
name and the words "Member of the Firm" should be written beneath such signature. If
the Proposer is a corporation, the title of the officer signing the Response on behalf of
the corporation must be stated along with evidence of his authority to sign the
Response must be submitted. The Proposer shall state in the response the name and
address of each person having an interest in the submitting entity.
14. MODIFICATION OF RESPONSES
Written modifications will be accepted from Proposers if uploaded in the manner
indicated in the Notice of Request for Competitive Solicitation and received prior to
Proposal due date and time. Modifications must be marked clearly with the words
"MODIFICATION TO VIRTUAL PRIMARY CARE SERVICES."
15. RESPONSIBILITY FOR RESPONSE
The Proposer is solely responsible for all costs of preparing and submitting the
response, regardless of whether a contract award is made by Monroe County.
16. RECEIPT AND OPENING OF RESPONSES
Responses will be received until the designated time and will be publicly opened.
Proposers' names shall be read aloud at the appointed time and place stated in the
Notice of Request for Competitive Solicitation. Monroe County's representative
authorized to open the responses will decide when the specified time has arrived and
no responses received thereafter will be considered. No responsibility will be attached
to anyone for the premature opening of a response not properly addressed and
identified. Proposers or their authorized agents are invited to be present.
Monroe County reserves the right to reject any and all responses and to waive
technical error and irregularities as may be deemed best for the interests of the
County. The County also reserves the right to withdraw the Request for Competitive
Solicitation at any time without an award. Responses that contain modifications that
are incomplete, unbalanced, conditional, obscure, or that contain additions not
requested or irregularities of any kind, or that do not comply in every respect with the
Instruction to Proposer, may be rejected at the option of the County.
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17. PROPRIETARY AND CONFIDENTIAL INFORMATION
All Proposals received as a result of this RFP are subject to Chapter 119, Florida
Statutes and will be made available for inspection by any person in accordance with
Florida Statutes. Any Proposer asserting that any portion of its Proposal is confidential
or exempt from disclosure under Florida's public records laws must specifically
identify the portions of the Proposal asserted to be confidential or exempt and must
upload it as a separate document within Bonfire.
All material that is designated as confidential or exempt from Chapter 119 must be
uploaded separately from the primary Proposal. The title of the document must
clearly state "Confidential Financials" or another similar title, and must be clearly
identified as "PUBLIC RECORDS EXEMPT" with your name and the Proposer's
name marked on the document. If that material is requested through a public records
request, the County will notify the Proposer of the request and give the Proposer five
(5) calendar days to obtain a court order blocking the production of the material. If court
order is not issued during that time to block the production, the material will be
produced.
By your designation of material in your Proposal as "Public Records Exempt", you agree
to defend and hold harmless the County from any claims, judgments, damages, costs,
and attorney's fees and costs of the challenger and for costs and attorney's fees incurred
by the County by reason of any legal action challenging your designation.
Please be advised that the designation of an item as exempt from disclosure as a Public
Record may impact the ability of the Evaluating Body to adequately assess a Proposal
and may therefore affect the ultimate award of the contract.
18. AWARD OF CONTRACT
A. Monroe County reserves the right to award separate contracts for the services
based on geographic area or other criteria, and to waive any informality in any
response, or to re -advertise for all or part of the work contemplated.
B. Monroe County also reserves the right to reject the response of a Proposer who
has previously failed to perform properly or to complete contracts of a similar
nature on time.
C. The recommendation of the Selection Committee and staff shall be presented to
the Board of County Commissioners of Monroe County, Florida, for final
selection and award of contract.
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19. CERTIFICATE OF INSURANCE AND INSURANCE REQUIREMENTS
The Proposer shall be responsible for all necessary insurance coverage as indicated
below. Certificates of Insurance must be provided to Monroe County within fifteen (15)
days after award of contract, with Monroe County BOCC listed as additional insured as
indicated. If the proper insurance forms are not received within the fifteen
(15) day period, the contract may be awarded to the next selected Proposer. Policies
shall be written by companies licensed to do business in the State of Florida and having
an agent for service of process in the State of Florida. Companies shall have an A.M.
Best rating of VI or better. The required insurance shall be maintained at all times while
Proposer is providing service to County.
Worker's Compensation
Employers' Liability Insurance
Bodily Injury by Accident
Bodily Injury by Disease, policy limits
Bodily Injury by Disease, each employee
General Liability, including
Premises Operation
Products and Completed Operations
Blanket Contractual Liability
Personal Injury Liability
Expanded Definition of Property Damage
Statutory Limits
$100, 000
$500,000
$100,000
$300,000 Combined Single Limit
If split limits are provided, the minimum limits acceptable shall be:
Professional Liability
$200,000 per person
$300,000 per occurrence
$200,000 property damage
$1,000,000 per Occurrence
$2,000,000 Aggregate
Monroe County shall be named as an Additional Insured on the General Liability.
16 of 33
20. INDEMNIFICATION
The Proposer to whom a contract is awarded shall defend, indemnify and hold
harmless the County as outlined below.
The Proposer covenants and agrees to indemnify, hold harmless and defend Monroe
County, its commissioners, officers, employees, agents and servants from any and all
claims for bodily injury, including death, personal injury, and property damage,
including damage to property owned by Monroe County, and any other losses,
damages, and expenses of any kind, including attorney's fees, court costs and
expenses, which arise out of, in connection with, or by reason of services provided by
the Proposer or any of its Subcontractor(s), occasioned by the negligence, errors, or
other wrongful act or omission of the Proposer, its Subcontractor(s), their officers,
employees, servants or agents.
In the event that the service is delayed or suspended as a result of the
Proposer/Vendor's failure to purchase or maintain the required insurance, the Vendor
shall indemnify the County from any and all increased expenses resulting from such
delay.
The first ten dollars ($10.00) of remuneration paid to the Proposer is consideration for
the indemnification provided for above. The extent of liability is in no way limited to,
reduced, or lessened by the insurance requirements contained elsewhere within this
agreement.
21. EXECUTION OF CONTRACT
The County intends to make an award to the Proposer that has complied with the terms,
conditions and requirements of the RFP. Any agreement resulting from this RFP must
be governed by the laws of the State of Florida, and must have venue established in the
State of Florida. The agreement will be submitted to the Monroe County Board of
County Commissioners for final approval.
17 of 33
SECTION TWO: COUNTY FORMS AND INSURANCE FORMS
[This page intentionally left blank, with forms to follow.]
18 of 33
RESPONSE FORM
RESPOND TO: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
Purchasing Department
❑ I acknowledge receipt of Addenda No.(s)
I have included:
• Submission Response Form ❑
• Lobbying and Conflict of Interest Clause ❑
• Non -Collusion Affidavit ❑
• Drug Free Workplace Form ❑
• Public Entity Crime Statement ❑
• Vendor Certification Regarding Scrutinized Companies ❑
• Affidavit Attesting to Non -Coercive Conduct for Labor or Services ❑
• Local Preference Form (if applicable) ❑
❑ I have included a current copy of the following professional and occupational licenses:
If the applicant is not an individual (sole proprietor), please supply the following information:
APPLICANT ORGANIZATION:
(Registered business name must appear exactly as it appears on Aww.sunbiz.org).
Any applicant other than an individual (sole proprietor) must submit a printout of the "Detail by
Entity Name" screen from Sunbiz, and a copy of the most recent annual report filed with the
Florida Department of State, Division of Corporations.
Mailing Address:
Signed:
STATE OF:
COUNTY OF:
(Print Name)
(Title)
Telephone:
Fax: Date
Witness:
Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online notarization,
on
(date) by
is personally known to me or has produced
(type of identification) as identification.
NOTARY PUBLIC
My Commission Expires:
(name of affiant). He/She
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SWORN STATEMENT UNDER ORDINANCE NO. 010-1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
(Company)
"...warrants that he/it has not employed, retained or otherwise had act on his/her behalf
any former County officer or employee in violation of Section 2 of Ordinance No. 010-
1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-
1990. For breach or violation of this provision the County may, in its discretion, terminate
this Agreement without liability and may also, in its discretion, deduct from the Agreement
or purchase price, or otherwise recover, the full amount of any fee, commission,
percentage, gift, or consideration paid to the former County officer or employee."
(Signature)
Date:
STATE OF:
COUNTY OF:
Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online notarization,
on (date) by (name of affiant).
He/She is personally known to me or has produced
(type of identification) as identification.
NOTARY PUBLIC
My Commission Expires:
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I, of the city of according to
law on my oath, and under penalty of perjury, depose and say that
1. I am
of
making the Proposal for the project described in the
for
the said proposal with full authority to do so;
of the firm
the bidder
Request for Proposals
and that I executed
2. The prices in this bid have been arrived at independently without collusion,
consultation, communication or agreement for the purpose of restricting
competition, as to any matter relating to such prices with any other bidder or
with any competitor;
3. Unless otherwise required by law, the prices which have been quoted in this
bid have not been knowingly disclosed by the bidder and will not knowingly
be disclosed by the bidder prior to bid opening, directly or indirectly, to any
other bidder or to any competitor; and
4. No attempt has been made or will be made by the bidder to induce any
other person, partnership or corporation to submit, or not to submit, a bid for
the purpose of restricting competition;
5. The statements contained in this affidavit are true and correct, and made
with full knowledge that Monroe County relies upon the truth of the
statements contained in this affidavit in awarding contracts for said project.
(Signature)
Date:
STATE OF:
COUNTY OF:
Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online notarization,
on
He/She
is
personally
(date) by
known
to
(name of affiant).
me or has produced
(type of identification) as identification.
NOTARY PUBLIC
My Commission Expires:
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The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies
that:
(Name of Business)
1. Publishes a statement notifying employees that the unlawful manufacture,
distribution, dispensing, possession, or use of a controlled substance is prohibited
in the workplace and specifying the actions that will be taken against employees
for violations of such prohibition.
2. Informs employees about the dangers of drug abuse in the workplace, the
business' policy of maintaining a drug -free workplace, any available drug
counseling, rehabilitation, and employee assistance programs, and the penalties
that may be imposed upon employees for drug abuse violations.
3. Gives each employee engaged in providing the commodities or contractual
services that are under bid a copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notifies the employees that, as a
condition of working on the commodities or contractual services that are under bid,
the employee will abide by the terms of the statement and will notify the employer
of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter
893 (Florida Statutes) or of any controlled substance law of the United States or
any state, for a violation occurring in the workplace no later than five (5) days after
such conviction.
5. Imposes a sanction on, or require the satisfactory participation in a drug abuse
assistance or rehabilitation program if such is available in the employee's
community, or any employee who is so convicted.
6. Makes a good faith effort to continue to maintain a drug -free workplace through
implementation of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with
the above requirements.
(Signature)
Date:
STATE OF:
COUNTY OF:
Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online notarization,
on
He/She
is
personally
(date) by
known
to
(name of affiant).
me or has produced
(type of identification) as identification.
NOTARY PUBLIC
My Commission Expires:
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PUBLIC ENTITY CRIME STATEMENT
"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 any goods
or services to a public entity, may not submit a bid on a 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 public entity, may not be awarded or perform work as a contractor,
supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and
may not transact business with any public entity in excess of the threshold amount
provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36
months from the date of being placed on the convicted vendor list."
I have read the above and state that neither (Proposer's
name) nor any Affiliate has been placed on the convicted vendor list within the last 36
months.
(Signature)
Date:
STATE OF:
COUNTY OF:
Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online notarization,
on (date) by (name of affiant).
He/She is personally known to me or has produced
NOTARY PUBLIC
My Commission Expires:
23 of 33
Project Description(s):
Respondent Vendor Name:
Vendor FEIN:
Vendor's Authorized Representative Name and Title:
Address:
City:
State:
Phone Number Email Address:
Zip:
Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into
or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is
on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is
engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on,
submitting a proposal for, or entering into or renewing a contract for goods or services of $1,000,000 or more, that
are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities
in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is
engaged in business operations in Cuba or Syria.
As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the
Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or
engaged in a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the Scrutinized
Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy
Sector List, or engaged in business operations in Cuba or Syria.
I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject
company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the COUNTY
may be terminated, at the option of the COUNTY, if the company is found to have submitted a false certification or
has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed
on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the
Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria.
Certified By: who is authorized to sign on
behalf of the above referenced company.
Authorized Signature:
Print
Name:
Title:
Note: The List are available at the following Department of Management Services Site:
tt�r:/lwww.rlrrns.nevi'Ionnsla.t.¢:;omcnl6ruaslne� Lim tionslst�t��,,,,,p�:ura,iva��iro /vc�usao�r 41f,6nEIatg(sn/co�lyicted 4usL) nled <�n crirri
un <.itom� complaints verus.lor lists
24 of 33
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
FOR LABOR OR SERVICES
Entity/Vendor Name:
Vendor FEIN:
Vendor's Authorized Representative:
Address:
City:
Phone Number:
Email Address:
State:
Zip:
(Name and Title)
As a nongovernmental entity executing, renewing, or extending a contract with a government entity,
Vendor
is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion
for
labor or services in accordance with Section 787.06, Florida Statutes.
As defined in Section 787.06(2)(a), coercion means:
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person
without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person when labor or
services are pledged as a security for the debt, if the value of the labor or services as
reasonably assessed is not applied toward the liquidation of the debt, the length and nature
of the labor or service are not respectively limited and defined;
4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or
purported passport, visa, or other immigration document, or any other actual or purported
government identification document, of any person;
Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03
to any person for the purpose of exploitation of that person.
As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor
does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor
has reviewed Section 787.06, Florida Statutes, and agrees to abide by same.
Certified By:
authorized to sign on behalf of the above referenced company.
Authorized Signature:
Print Name:
Title:
who is
25 of 33
FOREIGN ENTITIES AFFIDAVIT F.S. 287.138
I, of the city of
oath, and under penalty of perjury, depose and say that:
according to law on my
a. I am of the firm of
("Entity"), the bidder
making the Proposal for the project described in the Request for Proposals for Virtual
Primary Care & Urgent Care Services, and that I executed the said proposal with full
authority to do so.
b. In accordance with section 287.138, Florida Statutes, the Entity is not owned by the
government of a Foreign Country of Concern, as that term is defined in F.S. 287.138,
is not organized under the laws of nor has its Principal Place of Business in a Foreign
Country of Concern, and the government of a Foreign Country of Concern does not
have a Controlling Interest in the entity.
c. The statements contained in this affidavit are true and correct, and made with full
knowledge that Monroe County relies upon the truth of the statements contained in this
affidavit in awarding contracts for said project.
(Signature)
Date:
STATE OF:
COUNTY OF:
Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online
notarization,
on (date) by
He/She is personally known to me or has produced
(name of affiant).
(type of identification) as identification.
NOTARY PUBLIC
My Commission Expires:
26 of 33
MONROE COUNTY, FLORIDA
RISK MANAGEMENT
POLICY AND PROCEDURES
CONTRACT ADMINISTRATION MANUAL
Indemnification and Hold Harmless
For
Other Contractors and Subcontractors
The Contractor covenants and agrees to indemnify and hold harmless Monroe County
Board of County Commissioners from any and all claims for bodily injury (including death),
personal injury, and property damage (including property owned by Monroe County) and
any other losses, damages, and expenses (including attorney's fees) which arise out of,
in connection with, or by reason of services provided by the Contractor or any of its
Subcontractor(s) in any tier, occasioned by negligence, errors, or other wrongful act of
omission of the Contractor or its Subcontractors in any tier, their employees, or agents.
In the event the completion of the project (to include the work of others) is delayed or
suspended as a result of the Contractor's failure to purchase or maintain the required
insurance, the Contractor shall indemnify the County from any and all increased expenses
resulting from such delay.
The first ten dollars ($10.00) of remuneration paid to the Contractor is for the
indemnification provided for above.
The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement.
27 of 33
WORKERS' COMPENSATION
INSURANCE REQUIREMENTS
FOR CONTRACT BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to the applicable state
statutes.
In addition, the Contractor shall 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 shall be maintained throughout the entire term of the contract.
Coverage shall 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 shall 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.
28 of 33
GENERAL LIABILITY
INSURANCE REQUIREMENTS
FOR CONTRACT BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
General Liability Insurance. Coverage shall 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
• Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$200,000 per Person
$300,000 per Occurrence
$200,000 Property Damage
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 shall be named as Additional
Insured on all policies issued to satisfy the above requirements.
29 of 33
PROFESSIONAL LIABILITY
INSURANCE REQUIREMENTS
FOR CONTRACT BETWEEN
MONROE COUNTY, FLORIDA
AND
Recognizing that the work governed by this contract involves the furnishing of advice or
services of a professional nature, the Contractor, shall purchase and maintain, throughout
the life of the contract, Professional Liability Insurance which will respond to damages
resulting from any claim arising out of the performance of professional services or any
error or omission of the Contractor arising out of work governed by this contract.
The minimum limits of liability shall be:
$1,000,000 per occurrence/$2,000,000 aggregate
30 of 33
MONROE COUNTY, FLORIDA
RISK MANAGEMENT
POLICY AND PROCEDURES
CONTRACT ADMINISTRATION MANUAL
WAIVER OF INSURANCE REQUIREMENTS
There will be times when it will be necessary, or in the best interest of the County, to
deviate from the standard insurance requirements specified within this manual.
Recognizing this potential and acting on the advice of the County Attorney, the Board of
County Commissioners has granted authorization to Risk Management to waive and
modify various insurance provisions.
Specifically excluded from this authorization is the right to waive:
• The County as being named as an Additional Insured — If a letter from the
Insurance Company (not the Agent) is presented, stating that they are unable or
unwilling to name the County as an Additional Insured, Risk Management has not
been granted the authority to waive this provision.
and
• The Indemnification and Hold Harmless provisions
Waiving of insurance provisions could expose the County to economic loss. For this
reason, every attempt should be made to obtain the standard insurance requirements. If
a waiver or a modification is desired, a Request for Waiver of Insurance Requirement
form should be completed and submitted for consideration with the proposal.
After consideration by Risk Management and if approved, the form will be returned, to the
County Attorney who will submit the Waiver with the other contract documents for
execution by the Clerk of the Courts.
Should Risk Management deny this Waiver Request, the other party may file an appeal
with the County Administrator or the Board of County Commissioners, who retains the
final decision -making authority.
31 of 33
MONROE COUNTY, FLORIDA
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:
Contractor:
Contract for:
Address of Contractor:
Phone:
Scope of Work:
Reason for Waiver:
Policies Waiver
will apply to:
Signature of Contractor:
Approved Not Approved
Risk Management:
Date:
County Administrator appeal:
Approved Not Approved
Date:
Board of County Commissioners appeal:
Approved Not Approved
Meeting Date:
PROPOSER SIGNATURE
32 of 33
LOCAL PREFERENCE FORM
A. Vendors claiming a local preference according to Sec. 2-349, Monroe County Code must complete
this form.
Name of Proposer/Responder Date:
Does the vendor have a valid receipt for the business tax paid to the Monroe County Tax
dated at least one year prior to the notice or request for bid or proposal?
(Please furnish copy.)
Collector
2. Does the vendor have a physical business address located within Monroe County from which the
vendor operates or performs business on a day to day basis that is a substantial component of the
goods or services being offered to Monroe County? The physical business
address must be registered with the Florida Department of State as its principal place of business
for at least one year prior to the notice of request for bids or proposals. (Please furnish copy of
Florida Department of State Detail by Entity Name sheet showing Principal Address)
List Address:
Telephone Number:
B. Does the vendor/prime contractor intend to subcontract 50% or more of the goods, services or
construction to local businesses meeting the criteria above as to licensing and location?
If yes, please provide:
1. Copy of receipt of the business tax paid to the Monroe County Tax Collector by the subcontractor
dated at least one year prior to the notice or request for bid or proposal.
2. Subcontractor address within Monroe County from which the subcontractor operates:
Tel. Number
Print Name:
Signature and Title of Authorized Signatory for Bidder/Responder:
STATE OF:
COUNTY OF:
Subscribed and sworn to (or affirmed) before me, by means of ❑ physical presence or ❑ online notarization,
on
(date) by
is personally known to me or has produced
(type of identification) as identification.
NOTARY PUBLIC
My Commission Expires:
(name of affiant). He/She
33 of 33
Exhibit A: Scope of Services
Scope of Services & Performance Specifications: The scope of services & performance specifications
listed are requested as part of the RFP. By providing a proposal, Proposer agrees to comply with the
Scope of Services & Performance Specifications. Proposers are instructed to indicate a response to ALL
service requirements below and specifications contained in this section in the order listed using the same
numbering system. If the Proposer leaves the response section(s) blank, it shall indicate that the Proposer
agrees and fully complies with each Scope of Services & Performance Specifications of the RFP.
The inability or denial expressed in a proposal, or omission in the proposal, to offer to comply, comply with
deviations or not comply or provide with the technical requirements of this section of the RFP may result
in deductions in the allocation of points by the Selection Committee. Deviations to the Scope of Services
must be fully stated in this section of your proposal and may or may not be accepted by the Selection
Committee.
Scope of Services & Performance Specifications
Yes, Can
Yes, but with
No,
Fully Comply
Stated
Cannot
Deviations
Fully
Comply
1.
Provide customer service lines with a 1-800 Area Code
for all members, including actives, and retirees.
2.
Awardee is required to maintain compliance with
appropriate federal and state statutes.
3.
Awardee agrees to provide a bilingual Customer
Service Representative or translation service at no
additional cost, if requested by Monroe County. In
addition, Awardee will provide all communication
pieces in English, Spanish and Haitian / Creole. State
which languages you are capable of providing.
4.
Accept Monroe County's self -billing statement. Monroe
County each month will provide the total number of
employees.
5.
Awardee should agree to supply Monroe County with
standardized reports upon request at no additional cost.
These reports will include, but will not be limited to,
member -specific information, member enrollment
information and/or number of services, by type of service
reports, to show utilization and participation.
6.
Member marketing materials and other detailed coverage
outlines are to be supplied in hard copies and electronically,
in a timely manner, as requested by Monroe County.
7.
Monroe County shall be given the opportunity to review and
approve all communication materials, including any direct
mailings.
8.
Awardee agrees to provide an extension of 180 days
beyond the expiration date of the renewal period at the
same rates/fees as the previous 12-month period.
9.
Awardee commits to maintain sufficient support to
service Monroe County and its members.
10.
Awardee will provide communication materials as
requested and approved by Monroe County.
Page 2 of 2 Pages
11.
Awardee must have systems that support timely
resolution of member complaints.
12.
Provide a dedicated Account Manager who will have
the overall responsibility for managing Monroe
Count 's relationship.
13.
Provide qualified personnel to attend in -person and
participate in meetings and wellness events as
needed.
14.
All documents that will require signature by Monroe
County or its representative upon award must be
included with your proposal in signature ready format.
Any such documents that are not included with your
proposal will not be executed.
15.
If selected as an Awardee, you will need to participate
in -person for open enrollment, health fairs, and
wellness events, as well as provide supplies / materials
as needed for these events.
16.
Confirm that the proposed fees are an all-inclusive flat
PEPM fee.
17.
Confirm that Proposer has included performance
guarantees with fees at risk.
18.
Confirm that at a minimum of 80% of the Proposer's
providers for the services offered are employed W-2
employees.
19.
Confirm that Proposer has an online platform that can
support mobile capabilities, including viewing electronic
medical records, scheduling online appointments, chat,
video and telephonic methods of communication, etc.
20.
Each recommended Proposer agrees to all terms and
conditions of Monroe County's Sample Agreement and
HIPAA Business Associate Agreement as stated in
RFP.
EXHIBIT B: QUESTIONNAIRE
Proposer's Relevant Experience, Qualifications, and Past Performance
Provide a brief (one page or less) history of your organization including ownership
structure and any other organization with which you are affiliated. This should include
any other or former name(s) the Proposer is currently operating under or has operated
under.
1. Detail any mergers/acquisitions and outcomes involving your organization, which
have occurred in the last 12-month period, and any which are planned for the next
24 months.
2. Company Profile:
A. Size of the organization. Show the personnel structure (flow chart).
B. The number of years in business.
C. The number of years of experience providing Virtual Primary Care Services.
D. State if the organization has operated under any other name(s).
E. Is the organization local, regional or national.
Location of Servicing Office:
3. Provide the location of the office for which services will be performed and the
number of staff employed at this location, including the name of each individual in
charge.
4. Describe the Proposer's past performance and experience in providing Virtual
Primary Care Services and Virtual Urgent Care Services within the last five (5)
years to agencies with 2,000 members or greater.
5. List and describe all bankruptcy petitions (voluntary or involuntary) which have
been filed by or against Proposer, its parent or subsidiaries, predecessor
organization(s), or any wholly owned subsidiary during the past three (3) years.
Include in the description the disposition of each such petition.
Page 1 of 10
Relevant Experience and Qualifications of Key Personnel, Subcontractors,
including Key Personnel of Subcontractors
6. Complete the following table with the proposed team that will service Monroe
County on a day-to-day basis. Include the number of staff that will be assigned to
this account. Example, the listed customer service manager will manage the
employees assigned to Monroe County. If individuals cannot be identified, indicate
title and number of employees that will be assigned.
Area of
Responsibil
ity
Name
Title/
Position
Years of
Experience
Location
Number
of
Accounts
Number of
Staff
Assigned to
Monroe
County
Customer
Service
John
Doe
Manager
10
Anytown,
FL
3
5
7. Identify Subcontractors, if any. List the names and addresses of all first -tier
subcontractors and describe the extent of work to be performed by each first -tier
subcontractor. Describe the experience, qualifications, and other vital information,
including relevant experience on previous similar projects, of the Subcontractors
who will be assigned to this project.
Note: After proposal submission, but prior to the award of any contract issued as
a result of this Solicitation, the Proposer has a continuing obligation to advise
Monroe County of any changes intended or otherwise, to the key personnel
identified in its proposal.
Proposer's Approach to Providing the Services Requested in this Solicitation
8. Describe Proposer's specific project plan and procedures to be used in providing
the services stated in the Scope of Services.
9. Describe Proposer's approach to project organization and management, including
the responsibilities of Proposer's management and staff personnel that will
perform work on this project.
Page 2 of 10
10. Describe the Proposer's implementation process and provide a timetable showing
the start date and duration of all critical activities necessary to be ready for the
October 1, 2026 implementation. Be specific with regards to the following:
a. Implementation timeline
b. Names and titles of key implementation team members
c. Responsibilities of the Monroe County
d. Transition, if any, with the incumbent
e. Length of time the implementation team will be responsible for Monroe
County
f. Staff assigned to attend open enrollment/educational sessions at all Monroe
County locations, including virtual sessions
11. Provide in detail additional services, if any, not included the Scope of Services,
which Proposer is providing, or which Proposer can make available to Monroe
County at no additional cost.
Member Services
12.Identify the number of representatives and the language capabilities (English,
Spanish, Creole) within the Proposer's member services department which will
service Monroe County.
13. What is the average wait time for members to obtain a virtual appointment with a
provider? Indicate average appointment duration. Please complete table below.
Service Needed
Wait -Time to Get a
Average Duration of
Scheduled Appointment
Appointment in
from Date of Request
Minutes
Initial Primary Care Visit
Follow-up Visit Primary
Care Visit
Urgent Care Visit
Mental Health/Behavioral
Health Initial Visit
Mental Health/Behavioral
Health Established
Patient Visit
14. Describe in detail how the Proposer will provide a dedicated customized website
that will meet the requirements listed Exhibit B Scope of Services.
Page 3 of 10
15.Identify Proposer's ability to provide quarterly workshops to Monroe County
employees.
Quality Assurance/Utilization Management
16. Provide a brief description of Proposer's procedures for the quality evaluation of
Primary Care Providers. Proposer's response should include:
a. The standards for provider selection.
b. The process for confirming the education, training, and licensure status of
provider applicants and other standards used in the selection process.
c. The ongoing efforts to monitor the performance of providers. How often are
providers re-evaluated according to the initial selection criteria.
d. The re-credentialing processes.
17. Describe the Proposer's process and procedure for participant selection of
providers, if selection is necessary, and explain how often participant may switch
providers.
18. Describe how Proposer performs member satisfaction surveys on a continuing
basis. Identify how often surveys are conducted and provide a copy of the most
recent survey results. Indicate whether Proposer utilizes the Net Promoter Score
(NPS) system of measurement and how it would be used for Monroe County. State
whether Proposer is willing to conduct client specific member satisfaction surveys
at no cost to Monroe County.
Exceptions
19.Identify if the Proposer has taken any exception(s) to the terms of this RFP. If so,
indicate what alternative is being offered and the cost implications of the
exception(s).
Scope of Services and Implementation Timeline
20. Confirm that you have read, understand and agree to each item outlined Scope of
Services. Yes No . Any deviations, exclusion or limitations to any items
outlined within Scope of Services, should be identified in the Scope of Services
Section. Any item not addressed will be considered as a response of understood
and agreed to with no deviations.
Page 4 of 10
Member Management
21.In the services you are proposing, would all household members have access to
services if residing with the enrolled employee or retiree? In your response
describe all requirements used to identify eligibility.
22. Describe how you would coordinate with Monroe County's other benefit providers
while servicing a member.
23. Complete the following table describing the type of providers that would be
available for Monroe County, their category and type of credential. Use your
current provider panel.
Type of Provider
Credential
Specialty
Number of Providers
Primary Care
Physician
MD
Internist
#
24. What is the process and timing for additional providers not currently employed by
your organization to be recommended? Can members nominate providers to be
added to the service? Yes No If yes, what is the process.
25. How many physicians have terminated from servicing in 2024, 2025 and YTD 2026
that failed to maintain credentialing standards and how many have been
terminated due to quality assurance or other reasons? How many voluntarily
terminated?
Issue
2024
2025
YTD 2026
Non -Voluntary —
Credentialing
Non -Voluntary —
Quality
Assurance
Voluntary
Page 5 of 10
Benefit Administration
26.Are you currently in the process of any system conversions (i.e. claim processing,
reporting tools, phone system, website, etc.)? Yes No . If yes, describe the
system, the changes and projected completion date. Are there any major changes,
upgrades, or modifications of your systems scheduled in the next thirty-six (36)
months? If yes, describe the product changes (i.e. enhancement, upgrades, etc.),
processes and procedures and implementation schedule.
27. How do you track member verbal and written complaints (exclude appeals)
received by your organization? Are you able to provide Monroe County with a
report on the number and types of complaints (both written and telephonic)
received in a calendar year for all members (total population) and Monroe County
members specifically? Yes No . Provide a sample report.
28. What were the reasons for the top 5 written and top 5 verbal complaints?
Processing and Member Services
29. Does your firm offshore any records retention, customer service or any other
services outside the United States? Yes No If yes, explain the services
being offshored. Do you have an option to maintain these services within the
United States? Yes No
30. Can your plan track and report on customer service activity such as number of
member interactions, type of interaction (i.e. telephone, video, chat, etc) hold times
and topic of interaction? Yes No . Provide a sample report.
31. Do members have the ability to call customer service to ask routine health
questions in order to triage their care such as a Nurse Line? Yes No If
yes, what are the days and hours of operation? Do you report utilization? Yes
No
32. Does your plan have a 24-hour toll free number for member services and provider
services? Yes No If no, what are the days and hours of operation?
Page 6 of 10
33. Describe the services and features members have access to:
Access/ Capability
Dedicated Monroe
County Website
Member Mobile App
Visit Records and Details
of Visit
Medical Records
Lab Results
Appointment Setting
Customer service
chat/mobile texting
24-Hour Nurse line
Links to Other Monroe
County Benefits
34. What other languages are available through your customer service unit?
35. What are your organization's target goals for the following metrics?
Member Service
Target
2025 Actual
YTD 2026 Actual
Goal
Performance
Performance
Average Speed of
Answer
Average Length of
Call
First Call Resolution
Rate
Call Abandonment
Rate
Wellness
36. Confirm you are willing to coordinate with Monroe County's wellness program and
any special initiatives that may require your assistance. Yes No . If no,
provide a description of your proposed wellness integration or coordination. All
Monroe County events are in person, virtually and/or onsite.
Page 7 of 10
Y/N
Deviation
Coordinate and attend
health and wellness fairs
Provide access to online
wellness classes through a
mobile app
Publish monthly wellness
newsletters
Administer and attend
annual wellness events
Other
Cost Containment
37. Describe any services that you offer to support Women and Men's Preventive
Care. Include the program name and cost.
38.Are there any other cost containment program/services that you are offering? Yes
No If yes, describe the program/service and the overall benefits of the
program/service. Include the pricing.
Case Management
39. Provide the type of clinical staff members who will be assigned/dedicated to
Monroe County account for the following services.
Type of
Primary
Urgent
Behavioral/Mental
Other
Clinical
Care
Care
Health
Staff
MD
DO
RN
LPN
Physician
Assistant
Psychologist
Licensed
Professional
Counselor
Clinical
Social
Worker
Other
Page 8 of 10
Behavioral Health
40.In one page or less, describe unique features of your behavioral health programs
that differentiate the programs from other competitors. Separately, provide optional
programs that can be elected and the cost of each program.
41. Will Monroe County members have access to 24-hour behavioral health crisis
intervention services? Yes No If no, what are the hours?
42. Will you provide education and educational material to Monroe County members
regarding available Behavioral Health/Substance Abuse/Other types of Addiction
programs? Yes No If yes, describe.
43. What percentages of your providers by provider type (MD/DO, PhD, LCSW, LMFT,
LMHC, ARNP, ABA, Other) offer evening and weekend access specifically for
Monroe County?
% with evening hours
% with weekend access
MD/DO
RN
LPN
PA
PsyD
LCSW
LPC
Other
Reporting
44. Provide a table listing the standard reports that are available at no cost to Monroe
County. Please use the following format.
Report Frequency Provided
45. What are the cost and parameters for producing ad -hoc reports?
46. Describe any limitations you foresee in the transfer of utilization data to both
Monroe County and medical carrier (Florida Blue). Address how and frequency
of data transfer.
Page 9 of 10
47. Is your organization using Al to assist collecting and providing information during
any member interaction to customer service or other member or provider
interaction? Yes No If yes, can you explain how and in what areas Al is
assisting. If there are associated costs, they must be shown and described here.
48. Explain and provide any mobile apps that allow Monroe County's membership to
access all their medical records, testing results, provider records, etc. in one
location, with the ability to share data with other medical professionals. How is
this data maintained and updated? When a member leaves Monroe County or
retires are there any restrictions on the members access to this data or
limitations? Is there any cost associated to Monroe County or member? If there
are associated costs, they must be shown here.
49. Can your organization support Monroe County in incenting members or steering
care to high -quality, cost-effective in -network specialty providers? Yes No
If yes, can you track the utilization and provide reporting to Monroe County
and medical carrier?
Pricing, Performance Guarantees, Other Financial Incentives:
50. State the Per Employee Per Month (PEPM) pricing that you are willing to accept
for the services. $ Is this price flat fee, all-inclusive? If any costs
are not included within this price, explain the exceptions and what the prices will
be.
51.Are you willing to put an amount of the fee at risk if you (the vendor) do not
achieve a percentage utilization (performance guarantee)? If so, state: (a) what
amount of fee at risk; (b) target utilization numbers to be achieved (flat amount or
percentage of members); and (c) within what time periods (3 months, 6 months,
etc.).
52.Are you willing to agree to any other financial incentives? If so, explain in detail.
Page 10 of 10
EXHIBIT C: Draft Agreement
Following is a draft agreement that the County will expect the successful proposer to
sign. The County will be agreeable to reasonable modifications to the agreement.
MONROE COUNTY AGREEMENT FOR
VIRTUAL PRIMARY CARE SERVICES AND URGENT CARE SERVICES
THIS AGREEMENT is made and entered into this day of , by
MONROE COUNTY ("COUNTY"), a political subdivision of the State of Florida, whose
address is 1100 Simonton Street, Key West, Florida 33040 and
("CONTRACTOR"), whose address is
CONTRACTOR shall do, perform and carry out in a professional and proper manner
certain duties as described in the Scope of Services — Exhibit A — which is attached
hereto and made a part of this agreement.
CONTRACTOR shall provide the scope of services in Exhibit A for COUNTY.
CONTRACTOR warrants that it is authorized by law to engage in the performance of the
activities herein described, subject to the terms and conditions set forth in these
Agreement documents. The CONTRACTOR shall at all times exercise independent,
professional judgment and shall assume professional responsibility for the services to
be provided. Contractor shall provide services using the following standards, as a
minimum requirement:
A. The CONTRACTOR shall maintain adequate staffing levels to provide the services
required under the Agreement.
B. The personnel shall not be employees of or have any contractual relationship with
the County. To the extent that Contractor uses subcontractors or independent
contractors, this Agreement specifically requires that subcontractors and independent
contractors shall not be an employee of or have any contractual relationship with County.
C. All personnel engaged in performing services under this Agreement shall be fully
qualified, and, if required, shall be authorized or permitted under federal, state and local
law to perform such services.
1
tMIMMIK0111011 I "I► 1 0, &
2.1 Provide all best available information as to the COUNTY'S requirements for the
scope of services described in Exhibit A to this Agreement.
2.2 Designate in writing a person with authority to act on the COUNTY'S behalf on all
matters concerning said services.
2.3 Provide a schedule that is mutually agreeable to the COUNTY and CONTRACTOR.
3.1 The initial term of this Agreement will be for twenty-four (24) months beginning on
October 1, 2026 ("Effective Date"). This Agreement shall be renewable at the County's
option for an additional term of twenty-four (24) months.
Compensation to CONTRACTOR shall be $
5.1 Payment will be made according to the Florida Local Government Prompt Payment
Act. Any request for payment must be in a form satisfactory to the Clerk of Courts for
Monroe County (Clerk). The request must describe in detail the services performed and
the payment amount requested. The CONTRACTOR must submit invoices to the
appropriate offices marked The respective office
supervisor and the Director of Employee Services will review the request, note his/her
approval on the request and forward it to the Clerk for payment.
5.2 Continuation of this Agreement beyond one (1) fiscal year is contingent upon
annual appropriation by Monroe County Board of County Commissioners.
6.1 The County may terminate this Agreement for cause should Contractor fail to
perform. Prior to termination for cause, the County shall provide Contractor with seven
(7) calendar days' written notice and provide the Contractor with an opportunity to cure
the breach that has occurred. If the breach is not cured, the Agreement will be
1
terminated for cause. If the County terminates this Agreement, County shall pay
Contractor the sum due for work performed under this Agreement prior to termination,
unless the cost of completion to the County exceeds the funds remaining in the
contract; however, the County reserves the right to assert and seek an offset for
damages caused by the breach.
6.2 The County may terminate this Agreement for convenience, at any time, upon
thirty (30) days' written notice to Contractor. If the County terminates this Agreement,
County shall pay Contractor the sum due for work performed prior to termination,
unless the cost of completion of the remaining work under the Agreement exceeds the
funds remaining in the contract.
A. CONTRACTOR hereby agrees that he has carefully examined the RFP, his
response, and this Agreement and has made a determination that he/she has the
personnel, equipment, and other requirements suitable to perform this work and assumes
full responsibility therefore. The provisions of the Agreement shall control any
inconsistent provisions contained in the specifications. All specifications have been read
and carefully considered by CONTRACTOR, who understands the same and agrees to
their sufficiency for the work to be done. Under no circumstances, conditions, or
situations shall this Agreement be more strongly construed against COUNTY than against
CONTRACTOR.
B. Any ambiguity or uncertainty in the specifications shall be interpreted and
construed by COUNTY, and its decision shall be final and binding upon all parties.
C. The passing, approval, and/or acceptance by COUNTY of any of the services
furnished by CONTRACTOR shall not operate as a waiver by COUNTY of strict
compliance with the terms of this Agreement, and specifications covering the services.
D. CONTRACTOR agrees that County Administrator or his designated
representatives may visit CONTRACTOR'S facility(ies) periodically to conduct random
evaluations of services during
CONTRACTOR'S normal business hours.
E. CONTRACTOR has, and shall maintain throughout the term of this Agreement,
appropriate licenses and approvals required to conduct its business, and that it will at all
times conduct its business activities in a reputable manner. Proof of such licenses and
approvals shall be submitted to COUNTY upon request.
3
Any notice required or permitted under this agreement shall be in writing and hand
delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt
requested, to the following:
To the COUNTY: Natalie Maddox
Sr. Employee Benefits Administrator
HIPAA Privacy Officer
1100 Simonton St., Suite 2-268
Key West, FL 33040
With a copy to: Monroe County Attorney's Office
1111 12t" St., Suite 408
Key West, FL 33040
To the CONTRACTOR:
CONTRACTOR 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 five years following the termination of this Agreement. If an auditor employed by
the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this
Agreement were spent for purposes not authorized by this Agreement, the
CONTRACTOR shall repay the monies together with interest calculated pursuant to
Section 55.03 of the Florida Statutes, running from the date the monies were paid to
CONTRACTOR.
The CONTRACTOR warrants that it has not employed, retained or otherwise had act on
its behalf any former County officer or employee subject to the prohibition of Section 2
of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3
of Ordinance No. 010-1990. For breach or violation of this provision the COUNTY may,
in its discretion, terminate this agreement without liability and may also, in its discretion,
deduct from the agreement or purchase price, or otherwise recover the full amount of
any fee, commission, percentage, gift, or consideration paid to the former County officer
or employee.
4
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 an Agreement with a public
entity for the construction or repair of a public building or public work, may not perform
work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under Agreement
with any public entity, and may not transact business with any public entity in excess of
the threshold amount provided in Section 287.017 of the Florida Statutes, for the
Category Two for a period of 36 months from the date of being placed on the convicted
vendor list.
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to Agreements made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the COUNTY and CONTRACTOR
agree that venue shall lie in the appropriate court or before the appropriate administrative
body in Monroe County, Florida.
r
•
If any term, covenant, condition or provision of this Agreement (or the application thereof
to any circumstance or person) shall be declared invalid or unenforceable to any extent
by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law unless the enforcement of the
remaining terms, covenants, conditions and provisions of this Agreement would prevent
the accomplishment of the original intent of this Agreement. The COUNTY and
CONTRACTOR agree to reform the Agreement to replace any stricken provision with a
valid provision that comes as close as possible to the intent of the stricken provision.
The COUNTY and CONTRACTOR 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, and court costs, as an award against the non -prevailing
party. 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.
5
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure
to the benefit of the COUNTY and CONTRACTOR and their respective legal
representatives, successors, and assigns.
Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary County and
corporate action, as required by law.
COUNTY and CONTRACTOR agree that all disputes and disagreements shall be
attempted to be resolved by meet and confer sessions between representatives of each
of the parties. If no resolution can be agreed upon within 30 days after the first meet and
confer session, then any party shall have the right to seek such relief or remedy as may
be provided by this Agreement or by Florida law. This Agreement shall not be subject
to arbitration.
In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this Agreement, COUNTY
and CONTRACTOR agree to participate, to the extent required by the other party, in all
proceedings, hearings, processes, meetings, and other activities related to the
substance of this Agreement or provision of the services under this Agreement.
COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall
be required to enter into any arbitration proceedings related to this Agreement.
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 88352), 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 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 91-616), 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 patent 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 §§ 1201),
as amended from time to time, relating to nondiscrimination in employment on the basis
of disability; 10) Monroe County Code Chapter 13, Article VI, 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.
COUNTY and CONTRACTOR 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 only interest of each is to perform and
receive benefits as recited in this Agreement.
01411501amff
COUNTY agrees that officers and employees of the COUNTY recognize and will be
required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation
or acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
The COUNTY and CONTRACTOR warrant that, in respect to itself, it has neither
employed nor retained any company or person, other than a bona fide employee working
solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay
any person, company, corporation, individual, or firm, other than a bona fide employee
working solely for it, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement. For the breach
or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the
right to terminate this Agreement without liability and, at its discretion, to offset from
monies owed, or otherwise recover, the full amount of such fee, commission,
percentage, gift, or consideration.
7
The COUNTY and CONTRACTOR shall allow and permit reasonable access to, and
inspection of, all documents, papers, letters or other materials in its possession or under
its control subject to the provisions of Chapter 119, Florida Statutes, and made or
received by the COUNTY and CONTRACTOR in conjunction with this Agreement; and
the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of
this provision by CONTRACTOR.
Pursuant to Section 119.0701, Florida Statutes, the contractor at all times must comply
with Florida public records law, specifically, to:
1. Keep and maintain public records required by the public agency to perform the
service.
2. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be inspected
or copied within a reasonable time at a cost that does not exceed the cost provided in
this chapter or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the contractor or keep and maintain public records required by
the public agency to perform the service. If the contractor transfers all public records to
the public agency upon completion of the contract, the contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the contractor keeps and maintains public records upon
completion of the contract, the contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format
that is compatible with the information technology systems of the public agency.
A request to inspect or copy public records relating to a COUNTY contract must be made
directly to the COUNTY, but if the COUNTY does not possess the requested records,
the COUNTY shall immediately notify the CONTRACTOR of the request, and the
CONTRACTOR must provide the records to the COUNTY or allow the records to be
inspected or copied within a reasonable time.
If the CONTRACTOR does not comply with the COUNTY's request for records, the
COUNTY shall enforce the public records contract provisions in accordance with the
contract, notwithstanding the COUNTY's option and right to unilaterally cancel this
contract upon violation of this provision by the CONTRACTOR. A CONTRACTOR who
fails to provide the public records to the COUNTY or pursuant to a valid public records
request within a reasonable time may be subject to penalties under section 119.10,
Florida Statutes.
D
The CONTRACTOR 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 law.
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 MONROE COUNTY CUSTODIAN
OF PUBLIC RECORDS, GAELAN JONES, AT
® , (305) 292-3470, 1111 12T" ST.,
KEY WEST, FL 33040.
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the
COUNTY and the CONTRACTOR 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 Agreement entered into by the COUNTY be required
to contain any provision for waiver.
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 COUNTY, when performing their respective functions under this Agreement within
the territorial limits of the COUNTY 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 COUNTY.
Non -Delegation of Constitutional or Statutory Duties. This Agreement is not intended to,
nor shall it be construed as, relieving any participating entity from any obligation or
responsibility imposed upon the entity by law except to the extent of actual and timely
performance thereof by any participating entity, in which case the performance may be
offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to, nor shall it be construed as, authorizing the delegation of the constitutional
or statutory duties of the COUNTY, except to the extent permitted by the Florida
constitution, state statute, and case law.
7
r
No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third -party claim or entitlement to or
benefit of any service or program contemplated hereunder, and the COUNTY and the
CONTRACTOR agree that neither the COUNTY nor the CONTRACTOR or any agent,
officer, or employee of either shall have the authority to inform, counsel, or otherwise
indicate that any particular individual or group of individuals, entity or entities, have
entitlements or benefits under this Agreement separate and apart, inferior to, or
superior to the community in general or for the purposes contemplated in this
Agreement.
CONTRACTOR agrees to execute such documents as the COUNTY may reasonably
require, including, but not being limited to, a Public Entity Crime Statement, an Ethics
Statement, and a Drug -Free Workplace Statement, Lobbying and Conflict of Interest
Clause, and Non -Collusion Agreement.
No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall
be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing any
such counterpart.
Section headings have been inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are not a part of this
Agreement and will not be used in the interpretation of any provision of this Agreement.
32.1 General Insurance Requirements for Other Contractors and Subcontractors.
As a pre -requisite of the work governed, the CONTRACTOR shall obtain, at his/her own
expense, insurance as specified in any attached schedules, which are made part of this
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contract. The CONTRACTOR will ensure that the insurance obtained will extend
protection to all Subcontractors engaged by the CONTRACTOR. As an alternative, the
CONTRACTOR may require all Subcontractors to obtain insurance consistent with the
attached schedules; however CONTRACTOR is solely responsible to ensure that said
insurance is obtained and shall submit proof of insurance to COUNTY. Failure to provide
proof of insurance shall be grounds for termination of this Agreement.
The CONTRACTOR will not be permitted to commence work governed by this contract
until satisfactory evidence of the required insurance has been furnished to the COUNTY
as specified below. Delays in the commencement of work, resulting from the failure of
the CONTRACTOR to provide satisfactory evidence of the required insurance, shall not
extend deadlines specified in this contract and any penalties and failure to perform
assessments shall be imposed as if the work commenced on the specified date and time,
except for the CONTRACTOR's failure to provide satisfactory evidence.
The CONTRACTOR shall maintain the required insurance throughout the entire term of
this contract and any extensions specified in the attached schedules. Failure to comply
with this provision may result in the immediate suspension of all work until the required
insurance has been reinstated or replaced and/or termination of this Agreement and for
damages to the COUNTY. Delays in the completion of work resulting from the failure of
the CONTRACTOR to maintain the required insurance shall not extend deadlines
specified in this contract and any penalties and failure to perform assessments shall be
imposed as if the work had not been suspended, except for the CONTRACTOR's failure
to maintain the required insurance.
The CONTRACTOR shall provide, to the COUNTY, as satisfactory evidence of the
required insurance, either:
• Certificate of Insurance or
• A Certified copy of the actual insurance policy.
The County, at its sole option, has the right to request a certified copy of any or all
insurance policies required by this contract.
All insurance policies must specify that they are not subject to cancellation, non -
renewal, material change, or reduction in coverage unless a minimum of thirty (30)
days prior notification is given to the County by the insurer.
The acceptance and/or approval of the Contractor's insurance shall not be construed as
relieving the Contractor from any liability or obligation assumed under this contract or
imposed by law.
Monroe County Board of County Commissioners, its employees and officials will be
included as "Additional
Insured" on all policies, except for Workers' Compensation (including Employers' Liability
and Professional Liability).
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The CONTRACTOR does hereby consent and agree to indemnify and hold harmless the
COUNTY, its Mayor, the Board of County Commissioners, appointed Boards and
Commissions, Officers, and the Employees, and any other agents, individually and
collectively, from all fines, suits, claims, demands, actions, costs, obligations, attorneys'
fees, or liability of any kind arising out of the sole negligent actions of the CONTRACTOR
or substantial and unnecessary delay caused by the willful nonperformance of the
CONTRACTOR and shall be solely responsible and answerable for any and all accidents
or injuries to persons or property arising out of its performance of this contract. The
amount and type of insurance coverage requirements set forth hereunder shall in no way
be construed as limiting the scope of indemnity set forth in this paragraph. Further the
CONTRACTOR agrees to defend and pay all legal costs attendant to acts attributable to
the sole negligent act of the CONTRACTOR.
At all times and for all purposes hereunder, the CONTRACTOR is an independent
contractor and not an employee of the Board of County Commissioners. No statement
contained in this agreement shall be construed so as to find the CONTRACTOR or any
of his/her employees, contractors, servants or agents to be employees of the Board of
County Commissioners for Monroe County. As an independent contractor the
CONTRACTOR shall provide independent, professional judgment and comply with all
federal, state, and local statutes, ordinances, rules and regulations applicable to the
services to be provided.
The CONTRACTOR shall be responsible for the completeness and accuracy of its
work, plan, supporting data, and other documents prepared or compiled under its
obligation for this project, and shall correct at its expense all significant errors or
omissions therein which may be disclosed. The cost of the work necessary to correct
those errors attributable to the CONTRACTOR and any damage incurred by the
COUNTY as a result of additional costs caused by such errors shall be chargeable to
the CONTRACTOR. This provision shall not apply to any maps, official records,
contracts, or other data that may be provided by the COUNTY or other public or semi-
public agencies.
The CONTRACTOR agrees that no charges or claims for damages shall be made by it
for any delays or hindrances attributable to the COUNTY during the progress of any
portion of the services specified in this contract. Such delays or hindrances, if any,
shall be compensated for by the COUNTY by an extension of time for a reasonable
period for the CONTRACTOR to complete the work schedule. Such an agreement
shall be made between the parties.
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Beginning January 1, 2021, every public employer, contractor and subcontractor shall
register with and use the E-Verify system to verify the work authorization of all newly
hired employees. By entering into this Agreement, the vendor certifies that it registers
with and uses the E-Verify system. If the contractor enters into a contract with a
subcontractor, the subcontractor must provide the contractor with an affidavit stating that
the subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. The contractor shall maintain a copy of such affidavit for the duration of the
contract.
octliioun �„ III°°Ill allltlh Illunsurarm e IPourtall li �' �� Ill liity a and Accouintablllity Act III°°III III III
Contractor shall comply with the terms and conditions of the Business Associate
Agreement, attached hereto as Exhibit B and made part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed
on the day of 2026.
(SEAL)
Attest: KEVIN MADOK, CLERK
OF MONROE COUNTY, FLORIDA
As Deputy Clerk
Date:
(CORPORATE SEAL)
ATTEST:
By
MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS
Mayor/Chairman
Date:
(Name of Contractor)
No
Title:
Date: Date:
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Exhibit A
Scope of Services
Contractor shall provide the following services:
• Virtual care model, allowing Monroe County health plan members to receive
virtual care from primary care providers. Primary Care providers should
have a medical license and be properly licensed to practice medicine in the
state of Florida. At least 80% of the primary care providers will be W-2
employees of Contractor.
• Contractor shall provide an established platform with superior technology
including integrated communication channels with telephonic, video, chat
and text services allowing members to utilize various methods of
communication.
• The platform will provide an Electronic Medical Record system (EMR) used
in all interactions to keep a consistent record of each patient's medical
history.
• Contractor should employ at least 80% of its primary care providers as W-
2 employees, thus displaying an organizational commitment to providing
consistent medical care to Monroe County employees, retirees and their
families.
• Providers should be well versed in care availability throughout Monroe
County and other South Florida counties (Miami -Dade, Broward, Palm
Beach and Collier) in order to best refer members to needed specialty care
as appropriate.
• 24/7 Urgent Care virtual visits for all members.
• Access to Mental Health Providers as needed with consistent accessibility
to the same Mental Health Provider.
• Online platform including but not limited to patient access to set
appointments, review medical records and retrieve test results. Platform
should be mobile accessible.
• Provide all services at a PEPM cost with no claims being filed with the
medical/pharmacy carrier and no additional co -pays, deductibles or out of
pocket costs for the member.
• Provide performance guarantee for these services.
• Proven marketing strategy to promote adoption and utilization of these
services, including placing fees at risk to guarantee utilization levels.
• Provide in -person and virtual educational sessions as requested by
Monroe County to include in -person health fair attendance, wellness
events, open enrollment meetings, etc. Approximately ten(10) in -person
meetings per year.
• Contractor shall be familiar with the plan benefits and local network to properly
refer members to any in -person follow-up care that may be needed following the
virtual visit. Proposers must demonstrate that they can effectively coordinate care
with other service providers, refer members to appropriate follow-up in -person
care if needed, follow up with members to ensure follow-up care has been
completed and maintain medical records for all care referred.
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EXHIBIT B
HIPAA BUSINESS ASSOCIATE AGREEMENT
This HIPAA Business Associate Agreement ("Agreement") is entered into as of
2026 ("Effective Date") by and between Monroe County, Florida,
a business subdivision of the State of Florida ("Covered Entity"), and
, a formed under the laws of the State of
Florida and doing business within the State of Florida ("Business Associate").
RECITALS
WHEREAS, Business Associate provides certain services to Covered Entity that involve
the use and/or disclosure of Protected Health Information ("PHI"); and
WHEREAS, Covered Entity is a "covered
Portability and Accountability Act of 1996
thereunder;
entity" as defined in the Health Insurance
("HIPAX) and the regulations promulgated
WHEREAS, Business Associate is a "business associate" as defined in HIPAA and the
HIPAA Rules (as defined below); and
WHEREAS, Covered Entity is required under HIPAA to obtain satisfactory assurances that
Business Associate will appropriately safeguard PHI it receives, creates, maintains, or
transmits on behalf of Covered Entity.
NOW, THEREFORE, in consideration of the mutual promises set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Definitions
1.1 "HIPAA Rules" means, collectively, the Privacy Rule, Security Rule, Breach Notification
Rule, and Enforcement Rule at 45 C.F.R. Parts 160 and 164.
1.2 "Business Associate" has the meaning set forth at 45 C.F.R. § 160.103 and, for
purposes of this Agreement, refers to the entity identified above as Business Associate.
1.3 "Covered Entity" has the meaning set forth at 45 C.F.R. § 160.103 and, for purposes
of this Agreement, refers to the entity identified above as Covered Entity.
1.4 "Protected Health Information" or "PHI" has the meaning set forth at 45 C.F.R. §
160.103, and for purposes of this Agreement includes all individually identifiable health
information created, received, maintained, or transmitted by Business Associate on behalf
of Covered Entity, in any form or medium.
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1.5 "Electronic Protected Health Information" or "ePHI" means PHI that is transmitted or
maintained in electronic media, as defined at 45 C.F.R. § 160.103.
1.6 "Breach" has the meaning set forth at 45 C.F.R. § 164.402, and refers to the
acquisition, access, use, or disclosure of unsecured PHI in a manner not permitted under
the HIPAA Rules that compromises the security or privacy of the PHI.
1.7 "Unsecured PHI" has the meaning set forth at 45 C.F.R. § 164.402, and refers to PHI
that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals
through the use of a technology or methodology specified by the Secretary of the U.S.
Department of Health and Human Services ("HHS").
1.8 "Security Incident" has the meaning set forth at 45 C.F.R. § 164.304.
1.9 "Secretary" means the Secretary of HHS or the Secretary's designee.
1.10 Capitalized terms used but not otherwise defined in this Agreement shall have the
meanings given to them in the HIPAA Rules.
2. Obligations and Activities of Business Associate
2.1 Permitted Use and Disclosure. Business Associate shall not use or disclose PHI other
than as permitted or required by this Agreement, as permitted or required by applicable
law, or as otherwise authorized in writing by Covered Entity.
2.2 Safeguards. Business Associate shall use appropriate administrative, physical, and
technical safeguards, including a risk analysis and risk management program, access
controls, and workforce security measures, to prevent the use or disclosure of PHI other
than as provided for by this Agreement. With respect to ePHI, Business Associate shall
comply with the applicable requirements of the Security Rule at 45 C.F.R. Part 164,
Subpart C.
2.3 Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful
effect that is known to Business Associate of a use or disclosure of PHI by Business
Associate or its employees, agents, or subcontractors in violation of this Agreement or the
HIPAA Rules.
2.4 Reporting of Breaches and Security Incidents. Business Associate shall report to
Covered Entity any Breach of Unsecured PHI in accordance with 45 C.F.R. § 164.410 and
any Security Incident that results in unauthorized access, use, or disclosure of PHI. Such
report shall be made without unreasonable delay and in no case later than [X] calendar
days after discovery of the Breach or Security Incident. The report shall include, to the
extent available, the information required by 45 C.F.R. § 164.410(c), and any additional
information reasonably requested by Covered Entity.
2.5 Subcontractors and Agents. Business Associate shall ensure that any subcontractor,
agent, or other third party to whom it provides PHI on behalf of Covered Entity agrees in
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writing to the same restrictions, conditions, and requirements that apply to Business
Associate with respect to such PHI, including compliance with the applicable provisions of
the HIPAA Rules.
2.6 Access to PHI. To the extent Business Associate maintains PHI in a Designated
Record Set, Business Associate shall make such PHI available to Covered Entity, or, at
Covered Entity's direction, to the individual who is the subject of the PHI, in order to meet
Covered Entity's obligations under 45 C.F.R. § 164.524. Such access shall be provided
within the time frames required by the HIPAA Rules and as reasonably requested by
Covered Entity.
2.7 Amendment of PHI. To the extent Business Associate maintains PHI in a Designated
Record Set, Business Associate shall make such PHI available for amendment and shall
incorporate any amendments to PHI as directed by Covered Entity in accordance with 45
C.F.R. § 164.526.
2.8 Accounting of Disclosures. Business Associate shall maintain and, within a reasonable
time following Covered Entity's written request, provide to Covered Entity such information
as is necessary to permit Covered Entity to provide an accounting of disclosures of PHI in
accordance with 45 C.F.R. § 164.528.
2.9 Internal Practices, Books, and Records. Business Associate shall make its internal
practices, books, and records relating to the use and disclosure of PHI received from, or
created or received by Business Associate on behalf of, Covered Entity available to the
Secretary for purposes of determining Covered Entity's compliance with the HIPAA Rules.
To the extent permitted by law, Business Associate shall promptly notify Covered Entity of
any such request, unless such notice is prohibited by law.
2.10 Compliance with Law. Business Associate shall comply with the HIPAA Rules and
any other applicable federal or state laws and regulations governing the privacy or security
of PHI, including any amendments to HIPAA or such laws that affect Business Associate's
obligations under this Agreement.
3. Workforce Training and Security Awareness
3.1 HIPAA Privacy Training. Business Associate shall provide training on the requirements
of the HIPAA Privacy Rule and on Business Associate's related policies and procedures
to all members of its workforce who create, receive, maintain, or transmit PHI on behalf of
Business Associate. Such training shall be provided as necessary and appropriate for the
members of the workforce to carry out their functions, in accordance with 45 C.F.R. §
164.530(b)(1) of the HIPAA Privacy Rule. Business Associate shall document that the
training has been provided.
3.2 Security Awareness and Training. Business Associate shall implement a security
awareness and training program for all members of its workforce, including management,
in accordance with 45 C.F.R. § 164.308(a)(5) of the HIPAA Security Rule. Such program
shall include, as appropriate, security reminders, protection from malicious software, log-
17
in monitoring, and password management. Business Associate shall document that such
training and related security measures have been implemented.
4. Permitted Uses and Disclosures by Business Associate
4.1 Services for Covered Entity. Except as otherwise limited by this Agreement or
applicable law, Business Associate may use or disclose PHI only as necessary to perform
the services set forth in the underlying agreement(s) between Covered Entity and
Business Associate. In performing such services, Business Associate shall request, use,
and disclose only the minimum necessary PHI required to accomplish the intended
purpose, consistent with 45 C.F.R. § 164.502(b).
4.2 Use for Proper Management and Administration. Business Associate may use PHI for
its proper management and administration or to carry out its legal responsibilities, provided
that such use is permitted by the HIPAA Rules and applicable law.
4.3 Disclosures for Proper Management and Administration. Business Associate may
disclose PHI for its proper management and administration or to carry out its legal
responsibilities, provided that (a) the disclosures are required by law, or (b) Business
Associate obtains reasonable assurances from the person to whom the PHI is disclosed
that the PHI will be held confidentially and used or further disclosed only as required by
law or for the purpose for which it was disclosed, and that the person will notify Business
Associate of any instance of which it becomes aware in which the confidentiality of the PHI
has been breached.
4.4 De -identified Information. Business Associate may de -identify PHI in accordance with
45 C.F.R. § 164.514(a)—(c). PHI that has been de -identified in accordance with such
regulations is no longer subject to this Agreement, and Business Associate may use or
disclose such de -identified information for any lawful purpose, provided that Business
Associate does not attempt to re -identify the information or contact the individuals who are
the subject of the information.
4.5 Prohibited Uses and Disclosures. Business Associate shall not sell PHI or use PHI for
marketing or fundraising purposes in a manner that would violate the HIPAA Rules or other
applicable law if done by Covered Entity, unless expressly authorized in writing by Covered
Entity and, if required by law, by the individual whose PHI is used or disclosed.
5. Term and Termination
5.1 Term. This Agreement shall become effective as of the Effective Date and shall remain
in effect until terminated in accordance with this Section 5 or the termination or expiration
of all underlying service agreement(s) between Covered Entity and Business Associate,
whichever occurs first.
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5.2 Termination for Cause. Covered Entity may terminate this Agreement and any related
services agreement(s) immediately if it determines that Business Associate has materially
breached this Agreement and Business Associate has not cured the breach within thirty
(30) days after receiving written notice from Covered Entity specifying the nature of the
breach, if the breach is reasonably capable of cure. If cure is not possible, Covered Entity
may terminate this Agreement immediately upon written notice to Business Associate.
5.3 Other Termination Rights. Business Associate may terminate this Agreement upon
written notice to Covered Entity if Business Associate reasonably determines that
continuing to perform under this Agreement would cause Business Associate to violate
the HIPAA Rules or other applicable law and the parties are unable, after good faith
negotiations, to amend this Agreement to prevent such violation.
5.4 Obligations of Business Associate Upon Termination. Upon termination or expiration
of this Agreement for any reason, Business Associate shall, with respect to PHI received
from Covered Entity, or created, maintained, or received by Business Associate on behalf
of Covered Entity, (a) retain only that PHI which is necessary for Business Associate to
continue its proper management and administration or to carry out its legal responsibilities;
(b) return to Covered Entity or, if agreed to by Covered Entity, destroy all remaining PHI
that Business Associate still maintains in any form; (c) continue to use appropriate
safeguards and comply with the HIPAA Rules with respect to such PHI for as long as
Business Associate retains it; and (d) not use or disclose such PHI other than for the
purposes that make the return or destruction infeasible, or as required by law.
5.5 Infeasibility of Return or Destruction. If Business Associate determines that returning
or destroying PHI is infeasible, Business Associate shall provide to Covered Entity written
notification of the conditions that make return or destruction infeasible. If Covered Entity
agrees that return or destruction of PHI is infeasible, Business Associate shall extend the
protections of this Agreement to such PHI and limit further uses and disclosures of such
PHI to those purposes that make the return or destruction infeasible, for so long as
Business Associate maintains such PHI.
5.6 Reporting to HHS. If Covered Entity determines that termination of this Agreement is
not feasible, Covered Entity shall report the violation to the Secretary, in accordance with
45 C.F.R. § 164.504(e)(1)(ii).
6. Miscellaneous
6.1 Amendment. The parties agree to take such action as is necessary to amend this
Agreement from time to time as may be required to comply with the requirements of
HIPAA, the HIPAA Rules, and any other applicable law or regulation. Any such
amendment shall be in writing and signed by both parties.
6.2 Survival. The respective rights and obligations of Business Associate and Covered
Entity under this Agreement that, by their nature, are intended to survive termination or
expiration of this Agreement, including without limitation the provisions of Sections 2, 3, 4,
5.4, 5.5, and this Section 6, shall survive such termination or expiration.
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6.3 Interpretation. Any ambiguity in this Agreement shall be resolved to permit compliance
with the HIPAA Rules. In the event of a conflict between the terms of this Agreement and
the terms of any other agreement between the parties, this Agreement shall control with
respect to the subject matter of this Agreement and the parties' respective obligations
regarding PHI.
6.4 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida, without regard to its conflict -of -law principles, except
to the extent preempted by federal law including HIPAA.
6.5 Indemnification. Business Associate shall indemnify, defend, and hold harmless
Covered Entity and its directors, officers, employees, and agents from and against any
and all claims, damages, fines, penalties, costs, and expenses (including reasonable
attorneys' fees) arising out of or relating to (a) Business Associate's breach of this
Agreement; or (b) Business Associate's violation of the HIPAA Rules or other applicable
law relating to PHI, except to the extent caused by Covered Entity's negligence or willful
misconduct.
6.6 Entire Agreement. This Agreement, together with the underlying service agreement(s)
between Covered Entity and Business Associate, constitutes the entire agreement
between the parties with respect to the subject matter hereof and supersedes all prior or
contemporaneous agreements, proposals, and communications, whether oral or written,
relating to such subject matter.
6.7 Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the same
instrument. Signatures provided by facsimile, electronic, or digital means shall be deemed
to be original.
IN WITNESS WHEREOF, the parties hereto have executed this Business Associate
Agreement as of the Effective Date.
Contractor: Covered Entity:
Monroe County, Florida
By: By:
Name: Name:
Title: Title: Mayor
Date: Date:
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