Loading...
HomeMy WebLinkAboutItem C25 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor Michelle Lincoln,District 2 The Florida. Keys Mayor Pro Tem David Rice,District 4 p Craig Cates,District I James K.Scholl,District 3 -� Holly Merrill Raschein,District 5 Regular Meeting July 15, 2026 Agenda Item Number: C25 26-32354 BULK ITEM: Yes DEPARTMENT: Employee Services TIME APPROXIMATE: STAFF CONTACT: Natalie Maddox AGENDA ITEM WORDING: Approval of 2-year contract with the top-ranked proposer, First Stop Health (First Stop Holdings LLC), for 24/7 Virtual Urgent Care and Virtual Primary Care Services for benefit-eligible employees enrolling in Monroe County health plan benefits,benefit-eligible retirees enrolling in Monroe County health plan benefits and their eligible enrolled dependents. ITEM BACKGROUND: Employee Benefits, a department within Employee Services manages benefits of 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. Under the contract with First Stop Health, increased access to primary care and elevated urgent care services enhance care and offer potential savings to both employees,retiree and Monreo County, including cost avoidance. Contracted services will be 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 ($14.75 PEPM). The program will be paired alongside current medical plan offerings for potential overall healthcare cost savings. The County's current 24/7 urgent care feature will be discontinued and replaced by services provided by First Stop Health. Monroe County's Employee Benefits Consultants, Gallagher Benefits Services, has worked alongside Employee Benefits and the County Attorney's Office throughout the selection and contracting process. Gallagher Benefits Services recommends approval of contracting of 24/7 Urgent Care and Virtual Primary Care with First Stop Health. PREVIOUS RELEVANT BOCC ACTION: March 11, 2026—BOCC Approval to Advertise May 20, 2026—BOCC Approval to Negotiate INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATION: Approve. DOCUMENTATION: Request for Proposal— Virtual Primary Care and 24/7 Urgent Care Selection Committee Scoring Sheets Contract Gallagher Benefits Consulting Analysis First Stop Health Brochure Certificate of Insurance FINANCIAL IMPACT: Effective Date: 10/01/2026 Expiration Date: 10/01/2028 Total Dollar Value of Contract: $250,000.00/year approx. Total Cost to County: $250,000.00/year approx. Current Year Portion: $0.00 Budgeted: Yes Source of Funds: Primarily Ad Valorem CPI: N/A Indirect Costs: $0.00 Estimated Ongoing Costs Not Included in above dollar amounts: $0.00 Revenue Producing: No If yes, amount: Grant: No County Match: No Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 MONROE COUNTY AGREEMENT FOR VIRTUAL PRIMARY CARE SERVICES AND URGENT CARE SERVICES THIS AGREEMENT is made and entered into this 151" day of July, 2026, by MONROE COUNTY ("COUNTY"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida 33040 and First Stop Health, LLC, a Delaware limited liability company with a place of business at 24 E. Washington St., Suite 875, Chicago, Illinois 60602 ("FSH"), FSH Medical, P.C., a Connecticut professional corporation, FSH Medical (California), P.C. a California professional corporation, FSH Medical (Michigan), P.C., a Michigan professional corporation, FSH Medical New Jersey, P.C., a New Jersey professional corporation, MF Physician, P.C., a New York professional corporation (collectively the "PROVIDER" and, together with FSH, the "SERVICE PROVIDERS" or "CONTRACTOR") (collectively, the "Parties"). WHEREAS, on or about March 14, 2026, the COUNTY issued a Request for Proposals (RFP) for Virtual Primary & Urgent Care Services; and WHEREAS, the CONTRACTOR submitted a proposal in response to the RFP, which proposal is incorporated by reference in this Agreement; and WHEREAS, a selection committee meeting was held by the COUNTY on May 5, 2026, at which time the selection committee reviewed and ranked all proposals received in response to the RFP; and WHEREAS, CONTRACTOR was ranked first among the proposals by the selection committee; and WHERAS, the Parties wish to enter into this Agreement for the provision of services outlined in the RFP. Section CONTRACTOR shall do, perform and carry out in a professional and proper manner certain duties as described in the Scope of Services ("Services")— Schedules A and B — 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: 1 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 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. Section 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. Section 3. TERM OF AGREEMENT 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. Section 4. COMPENSATION Compensation to CONTRACTOR shall be $14.75 per employee per month (PEPM) for the complete care bundle (primary care, urgent care, mental health), all inclusive. For the avoidance of doubt, the term "Covered Employees" means employees and retirees of CLIENT who are enrolled and eligible to receive health benefits ("Covered Employees"). Covered Employees and their dependents are collectively referred to as "FSH Members". The Services are available only to FSH Members residing in the U.S. One hundred percent (100%) of the fees are at risk on a forty percent (40%) utilization guarantee. Anything less than the forty percent (40%) utilization will result in refunds back to the COUNTY based on a sliding scale, which is described in further detail in Schedule C in the Utilization Guarantee section. 2 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 Section 5. PAYMENT TO CONTRACTOR 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 via email to Natalie Maddox, Sr. Employee Benefits Administrator, at the following email address: Maddox-natalie@monroecounty-fl.gov. The Sr. Employee Benefits Administrator 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. Section 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 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 After the first twelve (12) months of the Initial Term, the COUNTY may provide notice of request to 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. Section A. CONTRACTOR hereby agrees that it has carefully examined the RFP, its response, and this Agreement and has made a determination that it has the personnel, equipment, and other requirements suitable to perform this work and assumes full responsibility therefore, except for the language in the RFP, which states, "Monroe shall be given the opportunity to review and approve all communication materials including any direct mailings." The provisions of the Agreement shall control any inconsistent 3 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 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 in favor of COUNTY. 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. Section 8. NOTICES 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 121" St., Suite 408 Key West, FL 33040 To the CONTRACTOR: Teira Gunlock Chief Executive Officer First Stop Health, LLC 24 E. Washington St., Suite 875 Chicago, IL 60602 Section 9. RECORDS 4 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 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. Section10. EMPLOYEES SUBJECT TO COUNTY ORDINANCE NO. 010-1990 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. Section 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. Section1 , COSTS AND FEES 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. 5 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 Section 13. SEVERABILITY 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. Section ' 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. Section 15. BINDING EFFECT 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. Section16. AUTHORITY 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. Section17. ADJUDICATION OF DISPUTES OR DISAGREEMENTS 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 6 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 be provided by this Agreement or by Florida law. This Agreement shall not be subject to arbitration. Section18. COOPERATION 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. Section19. NONDISCRIMINATION 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. 7 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 Section 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. Section 1. CODE OF ETHICS 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. SectionSOLICITATION/PAYMENT 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. Section 23. PUBLIC ACCESS/ PUBLIC RECORDS 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. 8 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 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. 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 9 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 PUBLICRECORDS(aD-MONROECOUNTY-FL.GOV, (305) 292-3470, 1111 12T" ST., KEY WEST, FL 33040. Section 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. Section 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. Section 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. Section 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 10 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 superior to the community in general or for the purposes contemplated in this Agreement. Section 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. Section 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. Section 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 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. Section . INSURANCE POLICIES 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 contract. The CONTRACTOR will ensure that the insurance obtained will extend protection to all Subcontractors engaged by the CONTRACTOR, including but not limited to PROVIDERS. 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 11 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 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). Section . INDEMNIFICATION 12 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 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. Further the CONTRACTOR agrees to defend and pay all legal costs attendant to acts attributable to the CONTRACTOR up to the amount listed in the Limitations of Liability Section 34 below. 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. Sectioni i i Liability (a) The maximum aggregate monetary liability of either Party and any of their respective employees, agents, or affiliates, under any theory of law (including breach of contract, tort, strict liability, and infringement) shall not exceed: (i) Seven Million Five Hundred Thousand Dollars ($7,500,000) of aggregate liability with respect to any event 13 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 generating cyber liability; (ii) Eight Million Dollars ($8,000,000) with respect to any individual event generating professional liability; and (iii) Seven Million Dollars ($7,000,000) with respect to any individual event and Nine Million Dollars ($9,000,000) of aggregate liability with respect to any event giving rise to all other claims, including but not limited to breach of contract, tort, strict liability, and infringement. (b) No Party (nor any of its respective employees, directors, agents, affiliates or suppliers) is liable to the other Party for any indirect, special, incidental, extraordinary or consequential loss or damages of any kind, or for any loss that could have been avoided by the damaged Party's use of reasonable diligence, even if the Party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall any Party be liable to the other for any punitive damage. (c) Monroe County's liability is subject to the limitations set forth in Section 768.28, Fla. Stat., the Florida Tort Claims Act. (d) Each party shall be subject solely to liability for its own actions and inactions. At no time shall either party be required to indemnify or insure the other party for the other party's negligence or to assume any liability for the other party's negligence. Section ( ) 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. SectionIth Insurance PortabilityAccountability ( ) Contractor shall comply with the terms and conditions of the Business Associate Agreement, attached hereto as Exhibit B and made part of this Agreement. 14 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the 15th day of July, 2026. (SEAL) MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA By: By: As Deputy Clerk Michelle Lincoln Mayor Date: Date: (CORPORATE SEAL) FIRST STOP HEALTH, LLC ATTEST: DocuSigned by: By By. go9-0�-0B�s�49� . Elizabeth Shannon Printed Name: Title: CFO Date: Date: 6i4i2026 FSH MEDICAL, P.C. FSH MEDICAL (California), P.C. Signed by: Signed by: FC�� 64a� 64a� By. C-�39a9&E409... By: C-�39a9&E409... L. Cole Barfield L. Cole Barfield Title: President Title: President Date:6i4i2026 Date: 6i4i2026 FSH MEDICAL (Michigan), P.C. FSH MEDICAL NEW JERSEY, P.C. Signed by: Signed by: By: E�39a9&E409. By: L. Cole Barfield L. Cole Barfield Title: President Title: President Date:6i4i2026 Date: 6i4i2026 MF PHYSICIAN, P.C. Signed by: 64a� L. Cole Barfield Title: President Date:6i4i2026 15 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 ADDENDUM Description of COUNTY Obligations (a)COUNTY shall be responsible for furnishing CONTRACTOR with all information reasonably necessary for CONTRACTOR to enroll and communicate with all of the FSH Members, including the first name, last name, birthdate, gender, e-mail address, employee or dependent ID number, employee status (benefit enrolled, benefit eligible,part-time, active, inactive, terminated, furloughed, etc.)mobile phone number where available, home address, name and group number of healthcare plan carrier, type of coverage (PPO, HSA, HMO, etc.) and the FSH Member healthcare plan ID for medical, vision and dental (as applicable), work location, eligibility dates, and preferred language if other than English of each FSH Member(the"Enrollment Information"). COUNTY shall ensure that Enrollment Information provided to CONTRACTOR is updated regularly and is not more than thirty (30) days old at any point during the Term of this Agreement. Enrollment information shall be delivered by COUNTY to CONTRACTOR in one of the electronic formats designated by CONTRACTOR and communicated to COUNTY for purposes of initial and ongoing onboarding. If Enrollment Information is not provided in one of the specified formats, additional fees may apply as set forth in Schedule C. (b)COUNTY shall provide to CONTRACTOR: (i) COUNTY's Benefit Plan Description; (ii) COUNTY's Benefit Guide with information on health insurance plans,health coverage and pharmacy benefits manager prescription coverage; and(ii)information on any additional health and wellness related vendors who provide services to COUNTY(collectively the "Benefits Information"). COUNTY shall timely notify CONTRACTOR in the event of any material change to COUNTY's Benefits Information and shall furnish CONTRACTOR with all updated documentation related to such material change. (c) At least five (5) business days prior to the Start Date, COUNTY shall use the online administrative tools, eligibility files, or other agreed upon enrollment tools, to ensure that its Covered Employees have been enrolled as FSH Members with the information described in Section (a) above. Thereafter, COUNTY shall enroll new Covered Employees(and remove separated employees)no later than five (5) business days prior to the beginning of the month in which the Services are to be delivered (or to cease being delivered). COUNTY will be required to maintain a minimum of fifty percent (50%) of the total number of Covered Employees in Schedule C through the Initial Term and each Renewal Term. Any COUNTY change to the definition of Covered Employee will require a written amendment to this Agreement between the Parties and may result in an increase in the services fees(by way of example,if the initial definition of "Covered Employee" requires an individual employee to be a full-time employee, adding part-time employees as Covered Employees would require a written amendment to this Agreement). (d)COUNTY shall notify each FSH Member that they are eligible to receive the Services and shall provide each FSH Member with information supplied by CONTRACTOR regarding such FSH Member's eligibility for and access to the Services. (f)COUNTY grants CONTRACTOR and its subcontractors the authority to contact each FSH Member on behalf of COUNTY, including by e-mail or SMS message, to provide information about and recommend the use of the Services. COUNTY represents that the Covered Employee email addresses and mobile phone numbers provided to CONTRACTOR constitutes the current information in COUNTY files and the COUNTY,to the extent required by applicable law,has the consent of Covered Employees holding such email addresses and phone numbers to convey information about employee benefits through communications from or on behalf of COUNTY. (g)COUNTY shall pay CONTRACTOR the fees set forth in Schedule C on the terms set forth therein. 16 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 SCHEDULE A Description of Primary Care Services Description of the Primary Care Services: PROVIDER will provide each Covered Employee and eligible dependents with the following Primary Care Services and access to care navigation and virtual health coaching: Provider Consultations PROVIDER, in collaboration with FSH, provides 24/7/365 smart phone app, Web and phone access through voice, video or, when available, chat/text to US-based, licensed physicians and Advanced Practice Providers,including without limitation licensed nurse practitioners and physician's assistants,via customer service representatives, customer support agents, patient experience agents, and registered nurses so that FSH Members may utilize the Urgent Care and Primary Care Services. The Virtual Primary Care Services include: 1. Urgent Care Services—FSH Members will have 24/7 access to Provider Personnel for the virtual care services treating non-emergency, everyday healthcare issues; and 2. Primary Care- during specified hours subject to preferred Provider Personnel availability, FSH Members, 18 years of age or older, can schedule virtual visits for FSH Members with a PROVIDER- designated Provider Personnel for: ■ Preventive Care—routine wellness screenings with coordinated care for lab, imaging and procedure orders; and ■ Chronic Care management of ongoing health issues, follow-up from urgent care, post-ER and/or hospital discharge. PROVIDER reserves the right to limit use of the Services and may also limit access to FSH Members abusing the Service pursuant to the terms and conditions set forth in the policies available at https://www.fshealth.com/legal-information. All Provider Personnel have been trained to use the FSH platform and is fully covered under malpractice insurance for their medical consultations. PROVIDER has entered into agreements with Provider Personnel for FSH Members to gain access to the Provider Personnel for the Virtual Primary Care Services. The FSH platform allows Provider Personnel to access telephone and electronic medical records and to perform telephone and video consultations, and to communicate via text/chat. FSH Members will have the option to choose their preferred method of communication for the completion of the consultation, unless state law or regulation requires a particular method.Provider Physicians are available to treat FSH Members in all states and D.C., subject to their individual laws and regulations. The ability to provide prescriptions is subject to Federal and individual state regulations, as well as the PROVIDER prescription policy. The Services are not intended to constitute a medical insurance or an insured health plan,nor do they meet the minimum value coverage and other market reform requirements imposed by the Patient Protection and Affordable Care Act (PPACA) or any minimum creditable coverage requirements imposed by any state law. The Services are not a Qualified Health Plan under the PPACA. COUNTY is solely responsible for determining any compliance requirements imposed by applicable law. Any costs associated with the Services are not applicable towards any healthcare deductibles or claims. The Services are not insurance and are not intended to replace health insurance; it is a service available on a per-visit or membership basis. If labs, imaging, prescriptions, devices, or in-person physician visits are recommended, the FSH Member and/or COUNTY are responsible for such costs or a FSH Member may submit such costs to their individual health insurance plan or group health plan. CONTRACTOR bear no responsibility for the costs 17 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 of any such third-party services or goods. PROVIDER expressly reserves the right to limit use of the Services to the extent necessary. Referrals In the event a referral is required, the Provider Personnel will initiate follow-up to assist the FSH Member to confirm insurance and other relevant information. FSH will then provide the FSH Member with a list of referral options for providers within the FSH Member's health insurance or group health plan network, based on available information. SERVICE PROVIDERS do not estimate costs and cannot guarantee the in-network status or availability of any referred provider. SERVICE PROVIDERS are not responsible for the_Services provided or outcomes associated with the services rendered by a non- Provider Personnel. COUNTY acknowledges that referrals are provided solely as an administrative service. Devices If appropriate, FSH or PROVIDER may choose to send at-home devices o for patient to purchase at- home devices, which may include but are not limited to, a Blood Pressure Monitor and/or Pulse Oximeter, to be used by the FSH Member before, during, or after a consultation with a Provider Physician. Any such devices sent to the FSH member shall be sent at no cost to the Member or the COUNTY. Delivery of any devices shall not constitute a taxable event to the FSH Member. Prior to the Effective Date of this Agreement, CONTRACTOR shall assist in enrollment efforts for collective services through on-site support at Monroe County health fairs in August 2026 for not less than three (3) days at no additional cost to the County. 18 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 SCHEDULE B Description of Mental Health Services Description of the Mental Health Services: FSH will coordinate the provision of the following Mental Health Services to Covered Employees and eligible dependents via a mental health provider that will have a graduate-level degree or above in Counseling, Social Work, Psychology or related mental health profession and be licensed in all states where licensing is required by applicable state law to complete the counseling session in question ("Mental Health Provider(s)"): The Mental Health Services include: 1. Short Term Counseling/Mental Health Coaching- On average two to five(2-5) consults per case, is used to treat issues including,but not limited to, anxiety, depression, grief, stress, including work related stress,relationship issues and substance abuse. Short term counseling is not intended to act as a substitute for long-term counseling.In addition, short term counseling is not meant to treat more complex or chronic conditions such as bi-polar disease, schizophrenia, and chronic depression. 2. Long-Term Counseling/Mental Health Coaching—On average six to ten(6-10) consults per case, will support high-acuity, chronic conditions when clinically appropriate. This also includes long-term support meant to cover a broader array of conditions such as grief and loss, anxiety, stress and depression, marital and family issues, alcohol and drug dependencies, workplace issues and family and relationship issues. 3. Health Coaching: support from certified health coaches for issues such as tobacco cessation, life and vision planning. 4. Prescriptions: FSH Members will have access to providers who may write prescriptions for mental health medications when clinically appropriate. FSH's position statement on our prescription policy is available upon request. Intake and Assessment Intake is available 24/7/365. FSH Members may initiate a consult using the FSH mobile application, FSH Web-based Member portal or by phone with a care representative. Scheduled appointments will be available between Sam and 8pm, Monday through Friday in all U.S. time zones. Mental Health and Coachinu Consults Counseling and coaching consults will be provided in a clinically appropriate manner either by telephone or video, and such option is at the FSH Member's and the Mental Health Provider's discretion,unless state law or regulation requires a particular method. Mental Health Providers may include coaches, counselors or other similar professionals qualified to address the specific FSH Member concern. Mental Health Providers are available to treat FSH Members in all states and D.C., subject to their individual laws and regulations. Consults will be related to the original assessment and will continue until the Mental Health Professional determines that the matter has been addressed appropriately, on average within two to five (2-5) consults for short-term counseling/mental health coaching and six to ten (6-10) consults for long-term counseling/mental health coaching. In such cases where this is not possible, the FSH Member may be referred to an in-network, appropriate provider or resource; provided that FSH reserves the right to limit access to FSH Members abusing the Mental Health Services pursuant to the terms and conditions set forth in the policy referenced in Section 1(d)hereof Such determination will be based on the nature of the specific concern and the Mental Health Provider's expertise and applicable protocols. Nothing herein should be construed to limit the mental health services provided hereunder 19 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 FSH Members may have the ability to choose a Mental Health Provider based on gender, expertise and preferred language. FSH will use reasonable efforts to accommodate FSH Member preferences as to providers. Mental Health Counselors will have a graduate-level degree or above in Counseling, Social Work, Psychology or related mental health profession and, at a minimum,Mental Health Coaches will have a board certification in coaching with additional training in mental health coaching. Mental Health Providers adhere to applicable state licensing laws. Referrals If additional care is needed and appropriate, a Mental Health Provider may coordinate with the FSH Member and their benefits provider to secure additional services as needed by the FSH Member. 20 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 SCHEDULE C Description of Business &Financial Terms Start Date October 1, 2026 End of Initial Term Date September 30, 2028 Pricing COUNTY will pay a Per Employee Per Month(PEPM)fee for the Primary Care Services, which includes Urgent Care Services (the "Primary Care Fee") and a PEPM for the Mental Health Services (the "MH Fee," and together with the Primary Care Fee, the"Services Fees"). In each case, the Primary Care Fee and the MH Fee shall be inclusive of the FSH Services, and the aggregate Services Fees shall be allocated between PROVIDER and FSH, as applicable. Product Description PEPM Price Covered Employees Primary Care Services TBD,based on with Mental Health $14.75 eligibility file The Services PEPM The PEPM Fee will be based on the number of Covered Employees shown in the eligibility files delivered on the first Thursday of each month. The Services PEPM fee for the Covered Employees will not increase during the Initial Term hereof. Onboarding Expenses COUNTY and FSH have agreed that the format for eligibility files is in agreement with the template format that FSH requires. Therefore, there will be no onboarding fees. Pam In consideration of the Services provided by CONTRACTOR hereunder, COUNTY shall pay FSH the PEPM fee monthly for each Covered Employee. FSH shall invoice COUNTY on the first(I st)day of each month during the Term for the monthly PEPM fees based on the number of active Covered Employees included in the FSH Member Data for the immediately preceding month. Payment for all invoices shall be due within thirty-five(35) days of the invoice date. All invoices shall be paid in arrears in accordance with the Florida Local Government Payment Act. If the Start Date occurs on a date other than the first(1 st) day of the month, the initial invoice shall include prorated fees for the period beginning on the Start Date through the last day of that month. Thereafter, invoices shall be issued on the first(1 st) day of each month for Services provided during the immediately preceding month. CONTRACTOR reserves the right to suspend their respective Services in the event that an invoice remains unpaid fifteen(15) or more days past its due date. Invoices shall be based on active Covered Employees included in the FSH Member Data provided by COUNTY. FSH shall not be responsible for reimbursing COUNTY for any payments by COUNTY based on COUNTY or COUNTY'S third-party administrators' failure to promptly remove terminated Covered Employees from the FSH Member Data. It is COUNTY'S responsibility, in accordance with Section(a)in the Addendum, to ensure the FSH Member Data is updated no less than every thirty(30) days during the Term or any 21 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 Renewal Term of this Agreement. In the event Covered Employees are terminated during a month,there will be no credits for the portion of the month in which a Covered Employee was no longer employed. Utilization Guarantee Every twelve (12)months, beginning with the end of the first twelve (12)months of the Initial Term and each Renewal Term, PROVIDER,with the assistance of FSH, will credit COUNTY a percentage of COUNTY'S fees paid to date based on COUNTY'S utilization for the previous Term (the"Utilization Guarantee") via a refund if utilization fails to meet the Utilization Threshold defined below. Utilization will be measured against a forty percent(40%) utilization threshold(the"Utilization Threshold"). COUNTY will receive a cash refund if utilization falls below the Utilization Threshold based on the levels and subject to the conditions set forth below. Additionally, FSH will be monitoring utilization on a monthly basis.In the event of early termination, the utilization guarantee will be evaluated and paid respective to the fees paid to date and the utilization based on the prior twelve (12)month performance. Any Utilization Guarantee credit will be calculated using the following formula: 2 Credit % _ (Guaran'tee/10) x (Utilization—Guarantee)2 By way of example, if the Guarantee target is forty percent(40%) and the utilization achieved is fourteen point four percent(14.4%), then the Utilization Guarantee credit would be: (1/40/10)1 X(14.4-40)1 _ (1/16)X(-25.5)1_(1/16)X 650=40% Credit. Utilization is defined as number of individual consultations, divided by number of years within the time period, divided by average number of Covered Employees during the time period. The term "consultation" or"visit" shall mean an actual interaction via a phone call or video chat between a patient and provider. Consultation or visit does not include scheduled consultations or visits that are cancelled before they occur/are initiated. By way of example: If there were thirteen hundred(1300) Covered Employees and the total number of FSH Members generate three hundred and seventy-five(375) consultations during the 24 month Initial Term and/or any Renewal Term, then COUNTY'S utilization would equal fourteen point four percent (14.4%). 375 visits/2 years/ 1300 Covered Employees = 14.4%Utilization. To receive the full Utilization Guarantee, COUNTY must comply with each of the following requirements in support of PROVIDER and FSH engagement efforts. Specifically, COUNTY agrees to: (1) fully cooperate with PROVIDER and FSH in supporting the employee engagement program covered in Section 3 and elsewhere herein; (ii)provide FSH at least seventy-five percent(75%) of Covered Employee email addresses and allow FSH, on behalf of PROVIDER and in accordance with any applicable law, to message FSH Members using that information in accordance with Section 3(f) of this Agreement; and(iii)provide regular updates to the FSH Member Data file so that the information is never more than thirty(30)days old at all times during the Initial Tenn and any Renewal Tenn of this Agreement. 22 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 The following Utilization Threshold shall apply based on the percentage of Covered Employee email addresses. COUNTY provides to FSH: % of Covered Employee Email Addresses Utilization Threshold 75% or more 40% 25% - 74% 20% Less than 25% 0% Any Utilization Guarantee credit to which COUNTY is entitled shall be applied as a monthly credit against the fees for the upcoming Renewal Term or remitted in a payment to COUNTY within ninety(90) days following the termination of this Agreement should COUNTY terminate this Agreement in accordance with Section 4. In the event FSH or PROVIDER suspends the Services during the Initial Term or any Renewal Term for non-payment or other cause, the Utilization Guarantee shall not apply for the time period of the suspension. Administration Tools&Reporting COUNTY'S human resources (HR) and/or benefits staff will have administrative access to view and modify the current member census and view invoice details. First Stop Health's monthly service performance report is also distributed via this administrative access. 23 Docusign Envelope ID:BEE4FD89-F296-SEE7-827A-28B6B63CEA00 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 24/7. Primary Care providers should have a medical license and be properly licensed to practice medicine in the state of Florida. • 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. • 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 24 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 EXHIBIT B HIPAA BUSINESS ASSOCIATE AGREEMENT This HIPAA Business Associate Agreement ("Agreement") is entered into as of July 15, 2026 ("Effective Date") by and between Monroe County, Florida, a business subdivision of the State of Florida ("Covered Entity"), and First Stop Health, LLC, a Delaware limited liability company ("FSH"), FSH Medical, P.C., a Connecticut professional corporation, FSH Medical (California), P.C. a California professional corporation, FSH Medical (Michigan), P.C., a Michigan professional corporation, FSH Medical New Jersey, P.C., a New Jersey professional corporation, MF Physician, P.C., a New York professional corporation (collectively the "PROVIDER" and, together with FSH, the "SERVICE PROVIDERS' or "CONTRACTOR") (collectively, the "Parties"), foreign corporations authorized to do 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 entity" as defined in the Health Insurance Portability and Accountability Act of 1996 ("HIPAX) and the regulations promulgated thereunder; 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. 25 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 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. 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. 26 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 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 thirty (30) 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 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 27 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 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- 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. 28 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 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 HI PAA 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. 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. 29 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 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. 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. 30 Docusign Envelope ID:BEE4FD89-F296-8EE7-827A-28B6B63CEA00 IN WITNESS WHEREOF, the parties hereto have executed this Business Associate Agreement as of the Effective Date. Covered Entity: Monroe County, Florida By: Name: Michelle Lincoln Title: Mayor Date: CONTRACTOR: First Stop Health,LLC MF Physician,P.C. DocuSigned by: FSigned by: By 6-IBD9464B2$6492... By Printed Name Elizabeth Shannon Printed Name L. Cole Barfield Title CFO Title President Date 6/4/2026 Date 6/4/2026 FSH Medical,P.C. FSH Medical(California),P.C. Signed by: ESigned by: By� (XL Jj4t'�'�' By �hb- j�j4if,('�'E588E23DD98E409... E588E23DD98E409... Printed Name L. Cole Barfield Printed Name L. Cole Barfield Title President Title President Date 6/4/2026 Date 6/4/2026 FSH Medical (Michigan), P.C. FSH Medical New Jersey,P.C. ByCSigned by: Signed by: Cols. f o f tt( By[(hb- 54L4 �588E23DD98E 30 ... �588E23DD98E<t0... Printed Name L. Cole Barfield Printed Name L. Cole Barfield Title President Title President Date 6/4/2026 Date 6/4/2026 31 Docusign Envelope ID:BEE4FD89-F296-SEE7-827A-28B6B63CEA00 INSURANCE SCHEDULES At all times during the term of this Agreement (including any extensions thereof), Contractor shall maintain the insurance as specified in this section. In the event Contractor fails to maintain all insurance required by this section, County reserves the right to immediately terminate this Agreement or suspend all work until the required insurance has been reinstated. Delays in completion of the work resulting from Contractor's failure to maintain required insurance shall not cause the extension of any deadlines specified in this Agreement, and Contractor agrees to indemnify and hold harmless the County for any and all increases in cost resulting from such delay. Contractor shall maintain the following coverage: • Commercial General Liability: Contractor's insurance policy shall cover, at a minimum, premises operations, personal injury (including death), property damage, products & completed operations, and blanket contractual liability. If coverage is provided on a Claims Made basis, Contractor's policy must provide for claims filed during the term of this Agreement, and for twelve (12) months after its termination or expiration. Contractor's policy shall be endorsed to name Monroe County Board of County Commissioners as Additional Insured. The minimum limits acceptable are: $7,000,000 Combined Single Limit (CSL) per occurrence, $9,000,000 aggregate. • Worker's Compensation: Contractor's insurance policy shall reflect coverage and limits sufficient to meet requirements of Chapter 440, Florida Statutes. In addition, Contractor shall maintain Employer's Liability Insurance with limits not less than: $100,000 bodily injury by accident;$500,000 bodily injury by disease (aggregate); $100,000 bodily injury by disease (per employee). If Contractor believes they are exempt from providing Worker's Compensation insurance under Florida law, the Contractor must obtain an approved Insurance Waiver form from the Monroe County Risk Manager. If the Contractor has been recognized by the Florida Department of State as an authorized self-insurer, the County may recognize and honor the Contractor's status. Upon request, Contractor shall be required submit a Letter of Authorization from the Department, and may be required to periodically submit to the County current financial statements from the self-insurance 32 Docusign Envelope ID:BEE4FD89-F296-SEE7-827A-28B6B63CEA00 fund. • Medical Professional Liability: Contractor's insurance policy shall provide coverage for the rendering of all professional medical services furnished by Contractor under this Agreement, including but not limited to diagnostics, testing and treatment as applicable. If coverage is provided on a claims made basis, Contractor's policy must provide for an extended claims reporting period of no less than four (4) years. The minimum acceptable limits of liability are: $8,000,000 per Occurrence; $10,000,000 Aggregate. • Cyber Liability: Contractor's policy shall include coverage for Data Breach, Network Security Liability, Internet Media, Network Extortion, Regulatory Proceedings, and PCI Fines & Costs. The minimum limit acceptable is $7,500,000.00 aggregate. Prior to commencement of work under this Agreement, Contractor shall provide to the County Risk Manager satisfactory evidence of the required insurance, which may be a Certificate of Insurance or a copy of the insurance policy. The County reserves the right to request a certified copy of Contractor's insurance policy. Any deviation from the insurance requirements specified herein must be approved by the County's Risk Manager on an approved Insurance Waiver Form. Insurance Waivers may be requested from the Risk Management Department: Tel: (305) 292-3470; Eml: risk management(a)monroecounty-fl.gov. 33 W-9 Form Request for Taxpayer Give form to the (Rev.March2024) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information. Before you begin.For guidance related to the purpose of Form W-9,see Purpose of Form,below. 1 Name of entity/individual.An entry is required.(For a sole proprietor or disregarded entity,enter the owner's name on line 1,and enter the business/disregarded entity's name on line 2.) First Stop Holdings LLC 2 Business name/disregarded entity name,if different from above. First Stop Health LLC M 3a Check the appropriate box for federal tax classification of the entitylindividual whose name is entered on line 1.Check 4 Exemptions(codes apply only to only one of the following seven boxes. certain entities,not individuals; 0- see instructions on page 3): c ❑ Individual/sole proprietor ❑ C corporation ❑ S corporation ❑ Partnership ❑ Trust/estate 0 ® LLC.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership) . . . . P Exempt payee code(if any) Q 0 Note:Check the"LLC"box above and,in the entry space,enter the appropriate code(C,S,or P)for the tax classification of the LLC,unless it is a disregarded entity.A disregarded entity should instead check the appropriate Exemption from Foreign Account Tax o w box for the tax classification of its owner. Compliance Act(FATCA)reporting L ❑ Other(see instructions) code(if any) a � `8 3b If on line 3a you checked"Partnership"or"Trust/estate,"or checked"LLC"and entered"P"as its tax classification, y and you are providing this form to a partnership,trust,or estate in which you have an ownership interest,check (Applies accounts maintained ythis box if you have any foreign partners,owners,or beneficiaries.See instructions . . . . . . . . .El 4) the United States.) ai 5 Address(number,street,and apt.or suite no.).See instructions. Requester's name and address(optional) 24 E Washington St. Ste 875 6 City,state,and ZIP code Chicago, IL 60602-1578 7 List account number(s)here(optional) Off fil Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a - M - resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other entities,it is your employer identification number(EIN).If you do not have a number,see How to get a or TIN,later. Employer identification number Note:If the account is in more than one name,see the instructions for line 1.See also What Name and Number To Give the Requester for guidelines on whose number to enter. M93 - 1 6 9 3 1 2 6 Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.1 am not subject to backup withholding because(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.1 am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and,generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later. Sign [Signature of Here U.S.person Gt/[� Date 01.01.2026 General Instructions New line 3b has been added to this form.A flow-through entity is required to complete this line to indicate that it has direct or indirect Section references are to the Internal Revenue Code unless otherwise foreign partners,owners,or beneficiaries when it provides the Form W-9 noted. to another flow-through entity in which it has an ownership interest.This Future developments.For the latest information about developments change is intended to provide a flow-through entity with information related to Form W-9 and its instructions,such as legislation enacted regarding the status of its indirect foreign partners,owners,or after they were published,go to www.irs.gov/F6rmW9. beneficiaries,so that it can satisfy any applicable reporting requirements.For example,a partnership that has any indirect foreign What's New partners may be required to complete Schedules K-2 and K-3.See the Line 3a has been modified to clarify how a disregarded entity completes Partnership Instructions for Schedules K-2 and K-3(Form 1065). this line.An LLC that is a disregarded entity should check the Purpose of Form appropriate box for the tax classification of its owner.Otherwise,it should check the"LLC"box and enter its appropriate tax classification. An individual or entity(Form W-9 requester)who is required to file an information return with the IRS is giving you this form because they Cat.No.10231X Form W-9(Rev.3-2024) C I ient#: 1996626 FI RSTSTO H DATE(MM/DD/YYYY) ACORD,. CERTIFICATE OF LIABILITY INSURANCE 1 6/01/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Josephine FUcarin0 USI Insurance Services LLC PHONE 312 442-7200 FAX 610 362-8900 A/C,No,Ext: A/C,No 2001 Spring Road, Ste 200 E-MAIL hine.fucarino usi.com ADDRESS: ose p Oak Brook, IL 60523 INSURER(S)AFFORDING COVERAGE NAIC# 312 442-7200 Trans Company INSURER A:Transportation Insurance Com an 20494 INSURED INSURER B:Continental Insurance Company 35289 First Stop Health, LLC Hartford-WC Multiple Issuing Cos 00914 24 E.Washington St INSURERC: p 9 INSURER D:CFC Underwriting Limited NONAIC Suite 875 Landmark American Insurance Company 33138 Chicago, IL 60602 INSURERS: p Y INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY CNP7013465199 11/27/2025 11/27/2026 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 PRO- POLICYI ECT ILOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY CNP7013465199 11/27/2026 11/27/202 COMBINED Ea accidentS INGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PO PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY er a B X UMBRELLA LIAB X OCCUR 15CUP7013465204 11/27/2025 11/27/2026 EACH OCCURRENCE $5 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5 000 000 DED X RETENTION$10000 $ C WORKERS COMPENSATION 83WEBH6FPH 07/01/2025 07/01/202 PER OTH- AND EMPLOYERS'LIABILITY STAT TE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? [N] N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Errors and O MS00640587661 11/27/2025 11/27/202 $51000,000 E Excess Profe LHZ872051 11/27/2025 11/27/202 $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The General Liability policy includes an additional insured endorsement that provides additional insured status to: Monroe County, Florida only when required by written contract. CERTIFICATE HOLDER CANCELLATION Monroe County, Florida SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 Of 1 The ACORD name and logo are registered marks of ACORD #S54364038/M51946447 DBDZP C I ient#: 1996626 FI RSTSTO H DATE(MM/DD/YYYY) ACORD,. CERTIFICATE OF LIABILITY INSURANCE 1 6/01/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Josephine FUcarin0 USI Insurance Services LLC PHONE 312 442-7200 FAX 610 362-8900 A/C,No,Ext: A/C,No 2001 Spring Road, Suite 200 E-MAIL hine.fucarino usi.com ADDRESS: ose p Oak Brook, IL 60523 INSURER(S)AFFORDING COVERAGE NAIC# 312 442-7200 INSURER A:Obsidian Specialty Insurance Company 16871 INSURED INSURER B:AXIS Surplus Insurance Company 26620 First Stop Health, LLC INSURERC: 24 E.Washington St S INSURER D Suite 875 Chicago, IL 60602 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PREMISES(E.occur ante $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PO PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY er a UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Cyber Liability CELP00154405175970 11/27/2025 11/27/2026 $2,500,000 Aggregate B Excess Cyber 25110015838 11/27/2025 11/27/2026 $5,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The Cyber Liability policy includes an additional insured endorsement that provides additional insured status to: Monroe County, Florida only when required by written contract. CERTIFICATE HOLDER CANCELLATION Monroe County, Florida SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 Of 1 The ACORD name and logo are registered marks of ACORD #S54364055/M53071195 DBDZP 40 Fiat Stop Health. firststophealth.eom 0 � A virtual medical home. Comprised of Primary Care, Urgent Care, I fello,(Aaude and Mental Health, First Stop Health's I 4, krext vki� ,. Complete Care offers a robust, holistic IIdl (Maude care experience for patients. eE, 4 e¢ I t 'uyG e y MeoM¢k Bncufeh Visits are $0 for members and their dependents with Urgent Care doctors Supponv �-.nWh,,.I,h WA available in <5 minutes and Primary Care Ad 'Y1ar0 wv28i it yecSa6iez and Mental Health providers available asda4l',O, ,rota soon as next day. --------------- Complete Care Difference + 87 67 % 100 % Patient Net Average Complete Fees at Risk with Promoter Score Care Utilization Performance Guarantees 4 Fiat Stop Health. firststophealth.com Complete Care: Full-Suite of Services 24/7 access to caring board-certified doctors in <5 minutes on Urgent Care average. Using our mobile app, website, or with a phone call, patients avoid waiting rooms and paperwork. r 1 Preventive Virtual visits for routine screenings with coordinated care for lab, n imaging, and procedure orders. Preventive care tactics aligned with f � Care USPSTF recommended age-and gender-based screenings. Chronic Disease With support from doctors, diabetes educators, nutritionists, and �aD certified health coaches, patients can manage major conditions like Management cardiovascular disease, diabetes, substance use, weight loss, etc. Clinical & Benefit Care coordination and referrals based on cost and quality. Registered nurses to support benefits and billing questions, as well Navigation as proactive follow-up. Specialist Access to certified diabetes educators, registered dietitians, & Support for certified health coaches for things like tobacco cessation, Wellness pregnancy support, weight loss, etc. From licensed therapists and LCSWs based in cognitive behavioral Therapy science. Support for things like grief, anxiety, depression, as well as higher acuity issues like eating disorders,trauma, and addiction etc. Crisis Support 24/7 therapist support available for 1 session and within 30 minutes for on-call crisis care. Wrap-Around Access to our virtual network partner that includes diverse Care providers to accommodate all patients' preferences COMPLETE ✓ ✓ ✓ ✓ ✓ Cobranded, hyper- Quick,easy Support for Care available in All members are personalized access via members&up to 7 200+1anguages preregistered and employee phone, app, or dependents-as with Spanish& just need a few engagement -• the memberbeing the details 40 First Stop Health, firststophealth.com Complete Care Successes PRIMARY CARE : "The doctor is incredibly on average per provider of patients knowledgeable and recommendation&26% of patients have seen another provides a thorough lower costing care paths provider with First Stop Health understanding of specific medical conditions. She takes of patients of patients time to explain results lowered blood pressure lost weight through behavior of tests to ensure I am 8c stabilized glucose change alone &without after 5 visits medication informed about my healthcare journey. She listens to my medical UIIII iG E IIN I C A concerns that are 40'Z'/0 physical and mental, and she provides of VW IIII (IIII II III UbUza,flon excellent guidance are rated a perfect driven by persona--based based on those five stars communications concerns! I have never had such a hands-on healthcare experience of pii­ecd1),Uons are cost (:Uveii,bing with any other doctor are generic from urgent care centers, in my 57 years." emergency rooms, and doctors' offices First Stop Health Patient �IM 111'11'11 14 A A ............... 0 1)&fleiiits avel,age nuilWbeii,of 1)a ll�eu Ill et have seen another provideu' sess�bins �,)eii­case 1 iroi o�) lnter co Sl,e with F-irst Strop Health 0 4) 4a firststophealth.com 1 (888) 691-7867 ,i �t � eat : Your partner in health and wellbeing. o 4 e� 6�o�u�iuu Get convenient care for your body and mind — all via phone or video. Monroe County BOCC provides First Stop Health to medically enrolled employees p y and their eligible dependents for FREE. r r l r' /100.% Medical visits when you need care. 24/7 urgent care or scheduled visits with board- certified providers. Get diagnosis and treatment prescriptions referrals and more. Health coaching to meet your goals. Activate ` Ready to feel your best? Talk to a health coach, your account rR diabetes educator, or dietitian to: • Manage weight . Get better sleep M kmv LN • Improve heart health • Manage diabetes ��■■-■i Y .0 • Quit tobacco • And more w� � 1 ;i..N ff ■ ■• ■i■ ■ a i Support for your mental health. Use the lost 4 digits of your SSN Your mental health matters! Talk to a to claim your account! therapist, mental health coach, or primary care provider. fi rststophealth.com 1888-691-7867 First Stop Health services are not intended to constitute a health plan.Those under 18 are welcome to use 2417 virtual urgent care only. *Providers at First Stop Health do not prescribe controlled substances.Costs according to your medical plan may apply for prescriptions,lob orders and other non-FSH services. MONROE COUNTY REQUEST FOR PROPOSALS FOR VIRTUAL PRIMARY & URGENT CARE SERVICES IN MONROE COUNTY, FL 14 � . 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 1 of 33 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 https://monroecounty-fl.bonfirehub.com OR www.monroecounty-fl.gov/BonfireBids. 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 https://inonroecounty-fl.bonfirehub.com,no later than 3:OOP.M. on June 30,2026. 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. The bid opening for this solicitation will be held virtually, via the internet, at 3:00 P.M., on Thursday, April 161 2026. You may call in by phone or internet using the following: Join Zoom Meeting https:Hmcbocc.zoom.us/j/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., March 14, 2026 Keys Weekly: Thur., March 19, 2026 News Barometer: Fri., March 20, 2026 2 of 33 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 DRAFTAGREEMENT 3 of 33 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. 4 of 33 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: http://www.monroecounty-fl.gov/index.aspx?NID=27 . 5 of 33 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. The Monroe County Board of County Commissioners has engaged an independent consultant, Gallagher Benefit Services, Inc. to develop the RFP, provide analysis of Proposals to the Selection Committee with regard to the RFP, and to assist in explaining 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. 6 of 33 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. 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) 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. 7 of 33 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 requests 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: 8 of 33 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. 9 of 33 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 10 of 33 shareholders or directors, ever failed to complete work or provide the goods for which it has contracted? If yes, provide details; b. Are there anyjudgments, 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. 11 of 33 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 12of33 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. 13 of 33 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. 14 of 33 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. 15 of 33 19. CERTIFICATE OF INSURANCE AND INSURANCE REQUIREMENTS To be eligible for award, Proposer must obtain and maintain at its own expense all insurance coverage specified herein. Proposer's insurance must extend all required coverage to any Subcontractors engaged for the performance of work; or alternatively, Proposer shall be responsible for requiring all Subcontractors to obtain and maintain all coverage required by this section. Any deviation from these insurance requirements must be supported by an Insurance Waiver Form approved by the Monroe County Risk Manager. Insurance Waivers may be requested from the Risk Management Department: Tel (305) 292- 3470; Eml: risk management(aD-monroecounty-fl.gov. Within fifteen (15) days of award, Proposer shall submit proof of the insurance required by this section. Proposer will not be permitted to commence work (including pre-staging of personnel and material) until satisfactory evidence of the required insurance has been furnished to the Monroe County as specified below. Proposer must submit satisfactory evidence of the required insurance coverage, either: a Certificate of Insurance; or a Certified copy of Proposer's Insurance Policies. 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. 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 and a financial rating of A- from A.M. The County reserves the right, at its sole option, to require Proposer to produce a certified copy of any or all insurance policies required by the Agreement. At a minimum, all insurance policies maintained by Proposer or a Subcontractor must: (1) specify 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; and (2) include a waiver of subrogation rights held by Proposer's insurer with respect to claims against the County, and its employees, officers and insurers that arise from any loss, liability, or obligation covered by Proposer's insurance policies. Proposer shall be required to maintain all insurance required by this section throughout the entire Term of the Agreement. In the event Proposer or any Subcontractor fails to maintain all required insurance at any time during the Term of this Agreement, the County shall reserve the right to immediately terminate the Agreement or suspend all Work until the required insurance has been reinstated. Delays in completion of the Work arising from the failure of Proposer or Subcontractor to maintain the required insurance shall not cause the extension of any deadlines specified in the Agreement. Proposer agrees to indemnify and hold harmless the County from and against any and all increases in costs resulting from such delay, including delays attributable to a Subcontractor's failure to maintain required insurance. In the event of a claim, Proposer shall be responsible for payment of any deductible or self-insurance retention that may be reflected in the insurance policies maintained pursuant to the requirements of this section. The County's acceptance and/or approval of Proposer's insurance policies shall not be construed as relieving or limiting any liability of Proposer that may arise from the performance of Work under this Agreement. Proposer shall be required to maintain the following insurance coverage: 16 of 33 • Commercial General Liability: Proposer's insurance policy shall cover, at a minimum, premises operations, personal injury (including death), property damage, products & completed operations, and blanket contractual liability. If coverage is provided on a Claims Made basis, Proposer's policy must provide for claims filed during the term of this Agreement, and for twelve (12) months after its termination or expiration. Proposer's policy shall be endorsed to name Monroe County Board of County Commissioners as Additional Insured. The minimum limits acceptable are: $300,000 Combined Single Limit (CSL) • Worker's Compensation: Proposer's insurance policy shall reflect coverage and limits sufficient to meet requirements of Chapter 440, Florida Statutes. In addition, Proposer shall maintain Employer's Liability Insurance with limits not less than: $100,000 bodily injury by accident; $500,000 bodily injury by disease (aggregate); $100,000 bodily injury by disease (per employee). If Proposer believes they are exempt from providing Worker's Compensation insurance under Florida law, the Proposer must obtain an approved Insurance Waiver form from the Monroe County Risk Manager. If the Proposer has been recognized by the Florida Department of State as an authorized self-insurer, the County may recognize and honor the Proposer's status. Upon request, Proposer shall be required submit a Letter of Authorization from the Department, and may be required to periodically submit to the County current financial statements from the self-insurance fund. • Medical Professional Liability: Proposer's insurance policy shall provide coverage for the rendering of all professional medical services furnished by Proposer under this Agreement, including but not limited to diagnostics, testing and treatment as applicable. If coverage is provided on a claims made basis, Proposer's policy must provide for an extended claims reporting period of no less than four (4) years. The minimum acceptable limits of liability are: $1,000,000 per Occurrence; $2,000,000 Aggregate. 4twork Cyber Liability: Proposer's policy shall include coverage for Data Breach, Security Liability, Internet Media, Network Extortion, Regulatory Proceedings, and PCI Fines & Costs. The minimum limit acceptable is $1,000,000.00 17 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 ProposerNendor'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. 18 of 33 SECTION TWO: COUNTY FORMS AND INSURANCE FORMS [This page intentionally left blank, with forms to follow.] 19 of 33 RESPONSE FORM RESPOND TO: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Purchasing Department o I acknowledge receipt of Addenda No.(s) I have included: • Submission Response Form o • Lobbying and Conflict of Interest Clause o • Non-Collusion Affidavit o • Drug Free Workplace Form o • Public Entity Crime Statement o • Vendor Certification Regarding Scrutinized Companies o • Affidavit Attesting to Non-Coercive Conduct for Labor or Services o • Local Preference Form(if applicable) o o 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 www.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: Telephone: Fax: Date Signed: Witness: (Print Name) (Title) 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: 20 of 33 LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE 37 (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: 21 of 33 NON-COLLUSION AFFIDAVIT I, of the city of according to law on my oath, and under penalty of perjury, depose and say that 1. 1 am of the firm of the bidder making the Proposal for the project described in the Request for Proposals for and that I executed the said proposal with full authority to do so; 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 (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: 22 of 33 DRUG-FREE WORKPLACE FORM 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 (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: 23 of 33 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: 24 of 33 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): Respondent Vendor Name: Vendor FEIN: Vendor's Authorized Representative Name and Title: Address: City: State: Zip: Phone Number Email Address: 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 297.135,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,1 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: fail; /f�v�a,r✓.c9��us.���liomu�8a.a;��r�ulVro:awnnesw oij u n0 S/5ate pu:ircliasivi„n/vemlo�' amnh'�uuunaat'u�anl�,ab�� uated �au��u mi,�B�sl slo�c;;ri�i F l Jjn itoii'x..........c�lili.al{ V nt4.....'.;ern,al,�,s�: �u,,st,s 25 of 33 AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: Vendor FEIN: Vendor's Authorized Representative: (Name and Title) Address: City: State: Zip: Phone Number: Email Address: 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; 5. 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 11 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: , who is authorized to sign on behalf of the above referenced company. Authorized Signature: Print Name: Title: 26 of 33 FOREIGN ENTITIES AFFIDAVIT F.S. 287.138 I, of the city of according to law on my oath, and under penalty of perjury, depose and say that: 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 (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. NOTARY PUBLIC My Commission Expires: 27 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 28 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: 1. Does the vendor have a valid receipt for the business tax paid to the Monroe County Tax Collector dated at least one year prior to the notice or request for bid or proposal? (Please furnish copy.) 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 (name of affiant). He/She is personally known to me or has produced (type of identification) as identification. NOTARY PUBLIC My Commission Expires: 29 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 County'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 Name Title/ Years of Location Number Number of Responsibil Position Experience of Staff ity Accounts Assigned to Monroe County Customer John Manager 10 Anytown, 3 5 Service Doe FL 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 Aaproach 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 anel. Type of Provider Credential Specialty Number of Providers Primary Care MD Internist # Physician 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 Member Mobile App County Website 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 Rer)ortina 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 Section 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 Section ® COUNTY'S 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. Section 3. TERM OF AGREEMENT 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. Section 4. COMPENSATION Compensation to CONTRACTOR shall be $ Section 5. PAYMENT TO CONTRACTOR 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. Section 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 2 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. Section ® CONTRACTOR'S 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 Section 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 12th St., Suite 408 Key West, FL 33040 To the CONTRACTOR: Section 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. Section 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 Section 11. CONVICTED VENDOR 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. Section ' VENUE, INTERPRETATION, COSTS AND FEES 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. 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. Section ® ATTORNEY'S FEES AND COSTS 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 Section 15. BINDING EFFECT 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. Section 16. AUTHORITY 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. Section 17. ADJUDICATION OF DISPUTES OR DISAGREEMENTS 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. Section 18. COOPERATION 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. Section 19. NONDISCRIMINATION 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 6 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 Vill 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. Section 20. COVENANT OF NO INTEREST 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. Section 21. CODE OF ETHICS 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. Section ® NO SOLICITATION/PAYMENT 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 Section 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. 8 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 JONES- GAELANCd-MONROECOUNTY-FL.GOV, (305) 292-3470, 1111 12T" ST., KEY WEST, FL 33040. Section 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. Section 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. Section 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. 9 Section 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. Section 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. Section 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. Section 30. EXECUTION IN COUNTERPARTS 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 31. SECTION HEADINGS 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. Section At all times during the term of this Agreement (including any extensions thereof), Contractor shall maintain the insurance as specified in this section. In the event Contractor fails to maintain all insurance required by this section, County reserves the right to immediately terminate this Agreement or suspend all work until the required 10 insurance has been reinstated. Delays in completion of the work resulting from Contractor's failure to maintain required insurance shall not cause the extension of any deadlines specified in this Agreement, and Contractor agrees to indemnify and hold harmless the County for any and all increases in cost resulting from such delay. Contractor shall maintain the following coverage: • Commercial General Liability: Contractor's insurance policy shall cover, at a minimum, premises operations, personal injury (including death), property damage, products & completed operations, and blanket contractual liability. If coverage is provided on a Claims Made basis, Contractor's policy must provide for claims filed during the term of this Agreement, and for twelve (12) months after its termination or expiration. Contractor's policy shall be endorsed to name Monroe County Board of County Commissioners as Additional Insured. The minimum limits acceptable are: $300,000 Combined Single Limit (CSL) • Worker's Compensation: Contractor's insurance policy shall reflect coverage and limits sufficient to meet requirements of Chapter 440, Florida Statutes. In addition, Contractor shall maintain Employer's Liability Insurance with limits not less than: $100,000 bodily injury by accident; $500,000 bodily injury by disease (aggregate); $100,000 bodily injury by disease (per employee). If Contractor believes they are exempt from providing Worker's Compensation insurance under Florida law, the Contractor must obtain an approved Insurance Waiver form from the Monroe County Risk Manager. If the Contractor has been recognized by the Florida Department of State as an authorized self-insurer, the County may recognize and honor the Contractor's status. Upon request, Contractor shall be required submit a Letter of Authorization from the Department, and may be required to periodically submit to the County current financial statements from the self-insurance fund. • Medical Professional Liability: Contractor's insurance policy shall provide coverage for the rendering of all professional medical services furnished by Contractor under this Agreement, including but not limited to diagnostics, testing and treatment as applicable. If coverage is provided on a claims made basis, Contractor's policy must provide for an extended claims reporting period of no less than four (4) years. The minimum acceptable limits of liability are: $1,000,000 per Occurrence; $2,000,000 Aggregate. • Cyber Liability: Contractor's policy shall include coverage for Data Breach, Network Security Liability, Internet Media, Network Extortion, Regulatory Proceedings, and PCI Fines & Costs. The minimum limit acceptable is $1,000,000.00 Prior to commencement of work under this Agreement, Contractor shall provide to the County Risk Manager satisfactory evidence of the required insurance, which may be an Certificate of Insurance or a copy of the insurance policy. The County reserves the right to request a certified copy of Contractor's insurance policy. Any deviation from the insurance requirements specified herein must be approved by the County's Risk Manager 11 on an approved Insurance Waiver Form. Insurance Waivers may be requested from the Risk Management Department: Tel: (305) 292-3470; Eml: risk management _monroecounty-fl.gov. Section 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. 12 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. Section 35. ll leaith 11nsurance Portability and Accountability Act; (ll Il!PAA) 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) MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA By: By: As Deputy Clerk Mayor/Chairman Date: Date: (CORPORATE SEAL) (Name of Contractor) ATTEST: By By: Title: Date: Date: 13 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. 14 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 entity" as defined in the Health Insurance Portability and Accountability Act of 1996 ("HIPAX) and the regulations promulgated thereunder; 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. 15 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 16 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 HI PAA 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. 18 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. 19 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: 20 SELECTION COMMITTEE EVALUATION SHEET Virtual Primary&Urgent Care Services Scoring Criteria Point Range Advanced Urgent Care Care ATC First Stop Health ReviveHealth,Inc. Sanitas Zenova Telehealth,LLC 1.Financial and Contractual Assessment(Technical 0 to 50 100 116 139 105 94 96 Assessment) 2.Ability to Provide Scope of Services 0 to 30 75 77 88 75 60 65 3.Compliance with RFP Specifications 0 to 10 25 17 27 25 16 19 4.Prior experience with government clients/references 0 to 5 12 7 12 10 10 12 S.Location of firm(local preference if applicable--up to 5 Oto 5 15 5 3 3 5 5 points) Total Score(out of max.100 points): 100 227 222 269 218 185 197 RANK 2 3 1 4 6 5 Signed: Digitally signed by Gina } Mintz Gina M i n lZ Date:2026.05.06 09:30:39-04'00' Digitally signed by Bryan Cook Bryan COokDate:2026.05.06 09:58:26-04'00' Natalie Digitally signed by Natalie Maddox Maddox 110:2748204'00'6 SELECTION COMMITTEE EVALUATION SHEET--Cook Virtual Primary&Urgent Care Services Scaring Criteria Paint Range Advanced Urgent Care Care ATC First Stop Health ReviveHealth,Inc. Sanitas Zenuva Telehealth,LLC 1.Financial and Contractual Assessment(Technical 0 to 50 30 37 45 29 33 25 Assessment) 2.Ability to Provide Scope of Services 0 to 30 30 25 30 25 20 20 3.Compliance with RFP Specifications 0 to 10 9 6 9 8 5 5 4.Prior experience with government clients/references 0 to 5 5 1 4 4 4 4 S.Location of firm(local preference if applicable--up to 5 0 to 5 3 3 3 3 3 points) Total Score(out of max.100 points): 100 79 72 91 69 65 57 RANK 2 3 1 4 5 6 Signed: Digitally signed by Bryan ock Bryan CookDate:2026.05.05 14:32:39-04,00, SELECTION COMMITTEE EVALUATION SHEET--Maddox Virtual Primary&Urgent Care Services Scoring Criteria Point Range Advanced Urgent Care Care ATC First Stop Health ReviveHealth,Inc. Sanitas Zenova Telehealth,LLC 1.Financial and Contractual Assessment(Technical Oto 50 33 41 49 38 30 33 Assessment) 2.Ability to Provide Scope of Services 0 to 30 20 27 30 25 20 21 3.Compliance with RFP Specifications 0 to 10 7 5 9 9 5 7 4.Prior experience with government clients/references 0 to 5 3 3 4 3 3 3 S.Location of firm(local preference if applicable--up to 5 Oto S 5 0 0 0 0 0 points) Total Score(out of max.100 points): 100 68 76 92 75 58 64 RANK 4 2 1 3 6 5 Signed: Natalie Digitally signed by Natalie Maddox Date:2026.05.05 Maddox 13:20:43-04'00' SELECTION COMMITTEE EVALUATION SHEET--Mintz Virtual Primary&Urgent Care Services Scoring Criteria Point Range Advanced Urgent Care Care ATC First Stop Health ReviveHealth,Inc. Sanitas Zenova Telehealth,LLC 1.Financial and Contractual Assessment(Technical Oto 50 37 38 45 38 31 38 Assessment) 2.Ability to Provide Scope of Services 0 to 30 25 25 28 25 20 24 3.Compliance with RFP Specifications 0 to 10 9 6 9 8 6 7 4.Prior experience with government clients/references 0 to 5 4 3 4 3 3 5 S.Location of firm(local preference if applicable--up to 5 Oto 5 5 2 0 0 2 2 points) Total Score(out of max.100 points): 100 80 74 86 74 62 76 RANK 2 3 1 4 6 5 Signed: Digitally signed by Gina Mintz Gina Mintz Date:2026.05.06 09:31:13-04'00' o N M V N -i 00 O CY) L(J I, 0 00 00 00 W M (9 N N w ff} I- 't N fF} li rI li 2 CO w O m I, O N ri V V M N N d CO cl N C+7 06 4 Ln Ln O LSD Lc LfJ N (N CY) O (A Cl) 00 N r-q r-q Cl) O O Vl UA O E O N I, M ri r, O O Cfl N M O (D (9 CD > O 't W N Nt c0 Iq N <A 00 co Nt EA 00 00 00 'a a CO W -i O N M a-1 I� O M N N a) N CO LO COD N N N CO -i 6 Cl) M Cl) C N CO CO CO N C4 ri fA m of 00 EA EA EA EA EA EA N EA EA M fPr EF} E ++ Vl W O N 0-) -1 -1 V N O M 0) () O 00 N N J � c0 r♦ N � r� n -G� 6) -i (D EA 0 Nt Iq 0 M Lo M N O N Cl) co IZI, n Cl) Cl) d CO CO V r-i N eel 00 CO V O d d N N �t co co -1 00 GR -G} EA O N N co41) la M 00 O N r- O M d 2 m m c0 co M -i Cl) -i ' C.1 R a a) cc N V r C LO rl (D 7 O Lam() co M .�-� m :a LO CO LO LO N N N � CD O O O O N 0) (D O n N LO E Ln 'It N N 7 N N Q 'a O O O Ln O O Ln I� rl O V 2 O U) Cl) -i M ri a d H E o 0 0 0 0 0 0 0 0 0 (U O CD O M N CD CD O CD LO M CD C1 N O \' O J O LO O LO O O m M Cl) O E o N � � 7 N a Lo (D O co m r- r- r- r- Lc, m Il O O H n m r-I ri —1 U) I, N M ra U i {19 Ef) � {{} {F}�- ld) Ef} ff) O d in bT N W} i w Q co CD r, Nt Ln co O (D O co O LO y U) w m M CDrl -i M c0 O C 0 c-I N Ln 1 c-I -lic-I LSD 0 a r SZ 7 f0 a) eq N O cn (1_ Lu W Q ~ 0 2 N y O O c � U U yc0 R cn U) > W N a 2 a N •f _ > > bA bA n H N Li > a' ±--� Y > O : `II 0 6 c + c o N NN U > 6L 6L U- W N � (1 (n (1 V) � J , C7 H H H Aggressive Moderate Conservative Proposed Cost INEM Employees 1300 1300 1300 1300 PEPM $14.75 $14.75 $14.75 $14.75 1-month credit Vo- $0 $0 $0 Year 1 cost $230,100 $230,100 $230,100 $230,100 Year 2+cost $230,100 $230,100 $230,100 $230,100 Proposed Savings Avoided Care $198,034 $148,526 $99,017 $49,509 Disease Mgmt $68,847 quuuuuuuuuuuuui�uuuuuuuuu�uui oil°ll�lllll IIIIII �II�IIIIIIIIIIIIIIIIIII IIIIIIIIV�� u � ' iii��� uui iiiiiiil uiui uu Steerage/Navigation $100,243 202 500 $135,000 $67,500 Total $367,124 $351,026 $234,017 $117,009 FSHAnalysis Year 1 Gain/(Loss) $137,000 $121,000 $4,000 ($113,000) Year 2+Gain/(Loss) $137,000 $121,000 $4,000 ($113,000) Claims Analysis Year 1 Gain/(Loss) N/A $205,000 $83,000 ($29,000) Year 2+Gain/(Loss) N/A $205,000 $83,000 ($29,000) C I ient#: 1996626 FI RSTSTO H DATE(MM/DD/YYYY) ACORD,. CERTIFICATE OF LIABILITY INSURANCE 1 7/07/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Josephine FUcarin0 USI Insurance Services LLC PHONE 312 442-7200 FAX 610 362-8900 A/C,No,Ext: A/C,No 2001 Spring Road, Ste 200 E-MAIL ADDRESS: josephine.fucarino@usi.com Oak Brook, IL 60523 INSURER(S)AFFORDING COVERAGE NAIC# 312 442-7200 Trans Company INSURER A:Transportation Insurance Com an 20494 INSURED INSURER B:Continental Insurance Company 35289 First Stop Health, LLC an m ATrust Insurance Company 2538 24 E.Washington St INSURERC: P Y INSURER D:CFC Underwriting Limited NONAIC Suite 875 Landmark American Insurance Company 33138 Chicago, IL 60602 INSURERS: p Y INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY CNP7013465199 11/27/2025 11/27/2026 EACH OCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 PRO- POLICYI ECT ILOC PRODUCTS-COMP/OPAGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY CNP7013465199 11/27/2026 11/27/202 COMBINED Ea accidentS INGLE LIMIT $1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PO PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY er a B X UMBRELLA LIAB X OCCUR 15CUP7013465204 11/27/2025 11/27/2026 EACH OCCURRENCE $5 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5 00O 000 DED X RETENTION$10000 $ C WORKERS COMPENSATION TWC4838305 07/01/2026 07/01/202 PER OTH- AND EMPLOYERS'LIABILITY STAT TE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? [N] N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Errors and O MS00640587661 11/27/2025 11/27/202 $51000,000 E Excess Profe LHZ872051 11/27/2025 11/27/202 $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The General Liability policy includes an additional insured endorsement that provides additional insured status to: Monroe County BOCC only when required by written contract. 4rLMTM_ _ 07/07/2026 WANW WAL_ _.._ CERTIFICATE HOLDER CANCELLATION Monroe County, BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 Of 1 The ACORD name and logo are registered marks of ACORD #S54969225/M54965235 BXLAB C I ient#: 1996626 FI RSTSTO H DATE(MM/DD/YYYY) ACORD,. CERTIFICATE OF LIABILITY INSURANCE 1 7/07/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Josephine FUcarin0 USI Insurance Services LLC PHONE 312 442-7200 FAX 610 362-8900 A/C,No,Ext: A/C,No 2001 Spring Road, Suite 200 E-MAIL ADDRESS: josephine.fucarino@usi.com Oak Brook, IL 60523 INSURER(S)AFFORDING COVERAGE NAIC# 312 442-7200 INSURER A:Obsidian Specialty Insurance Company 16871 INSURED INSURER B:AXIS Surplus Insurance Company 26620 First Stop Health, LLC INSURERC: 24 E.Washington St S INSURER D Suite 875 Chicago, IL 60602 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PREMISES(E.occur ante $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT BY 02 q Ea accident $ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED 107/O7/26 BODILY INJURY(Per accident) $ HIRED NON-OWNED AUTOS ONLY AUTOS W. Wk YES PROPERTY DAMAGE $ Pct AUTOS ONLY AUTOS ONLY er aciden UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Cyber Liability CELP00154405175970 11/27/2025 11/27/2026 $2,500,000 Aggregate B Excess Cyber 25110015838 11/27/2025 11/27/2026 $5,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The Cyber Liability policy includes an additional insured endorsement that provides additional insured status to: Monroe County BOCC only when required by written contract. CERTIFICATE HOLDER CANCELLATION Monroe County, BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1100 Simonton Street ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 Of 1 The ACORD name and logo are registered marks of ACORD #S54969422/M53071195 BXLAB