Near-Site Clinic RFP

A Request for Proposal (RFP) Prepared For Walworth County for a Near-Site Clinic

Release Date: February 22, 2018 Last Date for Questions: March 5, 2018 at 3:30 p.m.

Response Deadline: March 15, 2018 at 1:00 p.m.

Effective Date: January 1, 2019 All Walworth County solicitations are posted on Demandstar by Onvia at: www.demandstar.com.

Vendors may register with Demandstar, at no charge, through the Wisconsin Association of Public Purchasers (WAPP) of which Walworth County is a participating member, at: http://www.onvia.com/WAPP

To ensure notification of future opportunities with Walworth County, vendors must be registered.

February 22, 2018

TABLE OF CONTENTS

I) Client Specifics Summary

II) Background

III) Services Seeking

IV) Proposal Instructions

V) Proposal Evaluation Method

VI) Proposal Questions

VII) Timeline

VIII) Contacts

IX) References

X) Contract Term

XI) Cost Proposal Pricing

XII) Vendor Certificate of Compliance

XIII) Business Associate Agreement

XIV) Cancellation

I. Client Specific Summary

Name: Walworth County Location: 100 W Walworth St. Elkhorn, WI 53121 Total Employees: 1000+ Current Enrollment (Insured employees): 777 Current Health Insurance Funding: Self-funded Health Insurance Plan Current Health Insurance Carrier: TPA: Auxiant Stop Loss: Sun Life

II. Background

Request for Proposals (RFP) are being sought by Walworth County for a near site clinic. The intent is to provide convenient, primary care and/or acute healthcare, improve the rate of early diagnosis resulting in timely intervention/prevention and treatment, and provide coaching on healthier lifestyles to interested employees while effectively managing health care costs. Further exploring an employer sponsored clinic will reveal current market opportunities and the long term impact on creating a more sustainable health insurance program for the employees of Walworth County.

Walworth County currently partners with Interactive Health Services to conduct on-site biometric screenings and administer the wellness program available to employees. Employees covered under the medical plan receive a premium contribution credit for varying levels of participation and scores from Interactive Health Services.

III. Services Seeking

The near-site clinic opportunity for Walworth County needs to have low barriers for entry and low barriers to exit the agreement. The following items are key considerations that potential near-site clinic partners must possess to be considered:

Near-site Clinic Requirements:

· Partner/vendor will offer a model that has no capital costs or build out costs applicable to the County.

· The near-site clinic partner will provide primary care health/acute care services at a physical location that is contained outside of the County facilities, is within the municipal boundaries of Elkhorn and is fully managed and financially supported by the provider/partner.

· The cost structure must be an hourly fee structure. The County will have flexibility in setting the number of hours per week/month. The County will be invoiced only for service hours provided.

· The near-site clinic partner must be able to share claims data with Walworth County’s current vendor partners/TPA for reporting purposes and aggregating participant data.

· The near-site clinic partner must be able to collect co-payments should the County desire to charge for use of the clinic. A HDHP will require first dollar charge at a fair market value.

· The near-site clinic must be willing to make referrals to any provider system.

· Services to include: Primary Care, Quick Care/Minor Acute Care, Wellness Services and Health Coaching. Please also include optional services for workers compensation injuries and post-accident drug screening. The County is currently under contract however for these services until October 1st, 2018. For these services the County would require that Occupational Doctor or Physician Assistant are staffed.

· All County employees/retirees on the County health plan would have access to the near-site clinic.

IV. Proposal Instructions

Failure to meet various aspects of this RFP may be cause for disqualification.

Please follow the instructions for submission carefully. Please be sure to review this RFP early and ask any questions you may have in order to meet the deadline date for response.

Please provide five hard copies and two electronic copies via a jump-drive of your proposal. All exhibits, attachments or any other documents supporting your proposal should be included in the hard copy as well as electronic version.

Proposals must not be transmitted orally, by email or fax machine. Proposals must be dated and time stamped by the Walworth County Purchasing Division on or before the date and time due. Proposals submitted or time stamped in another office will be rejected. Actual recipient in the office of the Purchasing Division is mandatory. Late responses will not be accepted, will be returned unopened, and will not be considered.

Deadline for Proposals: March 15th, 2018 at 1:00 p.m.

Proposal Delivery Addresses

One original electronic proposal on CD-ROM and (5) paper copies must be submitted to:

0. Walworth County Department of Public Works Purchasing Division W4097 County Road NN Elkhorn, WI 53121-1001

One original electronic proposal on CD-ROM and (1) paper copies must be submitted to:

Nicole Dahl M3 Insurance

1425 Discovery Parkway Wauwatosa, WI 53226

All proposals received after the deadline date will not be considered. All proposals, once they are opened, become public information and will be available for review except for documents identified as an exception to Wisconsin Statute. S. 19.36(3), the proposal and all related documents are not confidential.

Cost of Proposal Preparation Any costs incurred in preparing or submitting proposals are the vendor’s sole responsibility. Vendors will not be reimbursed for these costs.

Proposal Specifications must be complete If a proposal is not able to fulfill all specifications, those deviations must be clarified. All deviations from requirements must be explained appropriately and individually listed in a separate section of your proposal so they are readily identified.

Right of Negotiation Proposers are advised that Walworth County and M3 reserve the right to negotiate terms and rates or other aspects with selected vendors as it relates to this RFP. The vendor that submits the lowest Proposal initially is not necessarily the vendor that will be selected as the finalist.

V. Proposals will be evaluated on the following criteria:

· Relevant Experience

· Reporting Quality, Ability and Outcomes

· Cost and Minimal Barriers to Entry / Exit

· Promotional Materials and Registration Process

· Value Adds

· References

VI. Proposal Questions

It is assumed your proposal will include:

· A detailed description of your firm, how long you have provided services, locations, etc.

· A list of all the services you provide along with associated costs

· A service team organizational chart

· Examples of reporting

In addition, please respond to questions on Exhibit B attached.

VII. Timeline

The following is an approximate timeline for the RFP process. All dates are subject to change based on the Walworth County decision-making process.

RFP Distribution: February 22, 2018 Last date for questions: March 5, 2018 at 3:30 p.m.

Proposals due: March 15, 2018 at 1:00 p.m.

M3 Review & Analysis: March 15 through March 29, 2018 Review by Walworth County HR team: tbd Finalist Interviews: April 9 through April 13, 2018 Presentation to Walworth County HR Committee: April 25, 2018 Finalist Selection: May 16, 2018 Present to Walworth County Finance Committee; May 17, 2018 Board Approval: June of 2018 Contract Negotiations: tbd Implementation: tbd

VIII. Contacts

For proposal instruction clarification, questions regarding any of the documents included with this RFP, Walworth County background, structure, detailed questions or general information please contact:

Nick Cramer, Purchasing Manager Walworth County

All questions must be submitted no later than 3:30 p.m. on March 5, 2018 to be considered.

IX. References At a minimum, provide three references with similar size and demographics as Walworth County, and any references with similar near site services preferably private and public sector employers. Please provide the list of references as an exhibit to your proposal.

· Name, address, telephone number and email (if available)

X. Contract Term

The initial term of the contract will commence on January 1, 2019 and terminate on December 31, 2020 with the option to extend for three (3) additional one-year periods. The County reserves the right to cancel the contract with notice after the initial contract period. A sample copy of the County’s Standard contract for review and consideration is attached. Any exceptions to the county’s standard contract must be stated in their proposal submittal.

XI. Cost Proposal Pricing Exhibit Complete the attached pricing matrix (Exhibit C) to your proposal. Do not include any pricing or fee structure in the proposal with the exception of Exhibit C.

XII. Vendor Certificate of Compliance Review, complete and provide the certificate of compliance as an exhibit to your proposal.

XIII. Business Associate Agreement

A sample copy of the County’s Standard Business Associates Agreement for review and consideration is attached. Any exceptions to the county’s standard Business Associates Agreement must be stated in their proposal submittal.

XIV. Cancellation

Walworth County reserves the right to cancel any agreement in whole or in part without penalty due to Non-appropriation of funds.

END OF DOCUMENT

PROFESSIONAL SERVICES CONTRACT

Parties This Contract is between Walworth County whose business address is, 100 West Walworth Street, Elkhorn, WI 53121, hereinafter referred to as the County and __________________ whose business address is ________________________ hereinafter referred to as Contractor.

Article 1 – Overview

This Contract sets forth the responsibilities, time and cost of services relating to the Description of Services by the Contractor.

Section 1.1 Services to be Provided The COUNTY and Contractor agree that the Contractor will provide the following services:

Description of Services at the following location(s):

ENTER NAME AND ADDRESS OF LOCATION(s)

Services shall be provided in accordance with Walworth County’s Request for Proposal/Proposal for Description of Services and the Proposal/proposal submitted by the Contractor which are attached as the following exhibits and made a part of this Contract.

Exhibit A – Walworth County Request for Proposal/Proposal for Description of Services Exhibit B – Proposal/Proposal from [Enter Contractor Name]

Article 2 – Term

This Contract is to be effective for the period MM/DD/YYYY through MM\DD\YYYY with the option to renew the Contract for ENTER NUMBER OF YEARS IN WORDS AND (NUMBERS) years under the same terms and conditions upon mutual agreement. OR Upon execution of Contract through final project completion and acceptance.

Article 3 –Services to be Provided

Section 3.1 Regulations The Contractor agrees to comply with all the requirements of all applicable federal, state and local laws.

Section 3.2 Inability to Provide Quality Services The Contractor shall notify the County immediately in writing and deliver in person or by registered mail whenever it is unable to provide the quality of services agreed to in the contract. Upon such notification, the County and Contractor shall determine whether such inability will require a revision or termination of this Contract. (See Article 15 “Revision or Termination of this Contract.”)

Section 3.3 Remedies In the event the Contractor fails to provide Description of Services or creates errors which results in the County being obliged to perform the required services, the County will be reimbursed the total cost of the County employees’ wages including benefits and all other costs directly incurred by the County for corrective actions taken.

Section 3.4 Documentation of Quality of the Services Provided The Contractor shall retain all documentation necessary to adequately demonstrate the time, cost, duration, location, scope, quality and effectiveness of services rendered under the Contract. The County reserves the right to not pay for services reported by the Contractor that are not supported by documentation required under this Contract.

Section 3.4 Standards for Performance in Delivery of Services The County will monitor the Contractor’s performance and will use the results of this monitoring to evaluate the Contractor’s ability to provide adequate services to the County. If the Contractor fails to meet contract goals and expected results, the County may reduce or terminate the Contract immediately.

Section 3.5 Force Majeure Neither party shall be in default by reason of any failure in the performance of this Contract in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

Article 4 – Payment and Allowable Costs

Section 4.1 Amount Paid Under Contract The maximum payment under this Contract is $______________ pursuant to Exhibit ___. Actual total payment will be based upon the services authorized by the County and the amount of services performed by the Contractor. It is understood and agreed by all parties that the County assumes no obligation to purchase from the Contractor any minimum amount of services as defined in the terms of this Contract.

Section 4.2 Reimbursement of Expenses The County is not liable to the Contractor for any expenses paid or incurred by the Contractor unless otherwise agreed in writing.

Section 4.2.1 Taxes The Contractor understands that they are responsible for all applicable taxes. Neither federal, nor state, nor local income tax nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Contractor or any employees of the Contractor. The Contractor shall provide the Walworth County Department of Finance with a federal employer identification or social security number to allow for proper reporting to federal tax authorities.

Section 4.2.2 Invoicing and Payment The Contractor will invoice the County pursuant to Exhibit __. All invoices are to be mailed to Walworth County Finance Department – Accounts Payable Division, 100 West Walworth Street, Elkhorn, WI 53121. Unless otherwise agreed, Walworth County will pay properly submitted vendor invoices within forty five (45) days of receipt of services. Payment will not be made until services are accepted as specified. Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order, if applicable. Walworth County’s preference is to pay for services on procurement card (P-card). However, if P-card is unacceptable, payment will be made in accordance with the above.

Section 4.3 Payment in Excess of Earned Amount The Contractor shall return to the County any funds paid in excess of the amount earned under this Contract within 90 days of the end of the Contract period. If the Contractor fails to return funds paid in excess of the amount earned, the County may recover the excess payment from subsequent payments made to the Contractor or through other collection means.

Article 5 – Confidentiality

Section 5.1 Confidentiality The Contractor acknowledges that the information disclosed during the performance of this Contract is confidential and/or proprietary to the County. Such information shall not be disclosed to third parties without written consent from the County.

The Contractor shall establish and maintain procedures and controls for the purpose of assuring that no information in its records or information obtained from the County or from others in carrying out its function is disclosed. The County reserves the right to review such procedures to ensure acceptability to the County. Any person(s) requesting information should be referred directly to the County.

Section 5.2 Contract Not Confidential Except for documents identified as an exception to Wis. Stats. S. 19.36(3), the Contract and all related documents are not confidential.

Section 5.3 Promotional Advertising Reference to or use of Walworth County, any of its departments, or sub-units or any County official or employee for commercial promotion is prohibited.

Article 6 – Conflict of Interest

The Contractor shall ensure the establishment of safeguards to prevent employees, consultants, or members of the board from using their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those with whom they have family, business, or other ties.

Article 7 – Debarment and Suspension

The Contractor certifies through signing this Contract that neither the Contractor nor any of its principals are not on the state or federal government list of debarred contractors with the effective dates during this Contract. In addition, the Contractor shall notify the County within (5) five business days in writing and send by registered mail if the Contractor or its principals receive a designation from the state or federal government that they are debarred, suspended, proposed for debarment, or declared ineligible by a state or federal agency. The County may consider suspension or debarment to be cause for implementing high risk contract provisions under Article 16 “Special conditions for high risk contract” or for revising or terminating the Contract under Article 15 “Revision or termination of this Contract.”

Article 8 – Warranty

The Contractor warrants that the services provided shall be performed by qualified and competent personnel in accordance with industry practice and the high standards of care and practice appropriate to the nature of the services rendered.

Article 9 – Independent Contractor

Section 9.1 Independent Contractor Nothing in this Contract shall create a partnership or joint venture between the County and the Contractor. The Contractor is at all times acting as an independent contractor and is in no sense an employee, agent or volunteer of the County. The Contractor is not eligible for, and shall not participate in, any employee pension, health, or other fringe benefit plan of the County.

Section 9.2 Contract Not Assignable This Contract is not assignable, in whole or in part, by the County or Contractor without written consent of Walworth County.

Section 9.3 Sub-Contracting The Contractor agrees that no sub-contract with a third party, for all or any part of the Contractor’s responsibilities identified in this Contract, may be entered into without prior written approval of the County. The County agrees not to withhold approval for the Contractor to sub-contract, provided the sub-contractor aProposales by the terms and conditions of this Contract. Regardless of the participation of an approved sub-contractor, The Contractor agrees to retain primary responsibility for the fulfillment of its obligations under this Contract. The Contractor shall be fully responsible to the County for the acts, errors and omissions if his subcontractors and/or persons either directly or indirectly employed by them as he is for the acts, errors and omissions of persons directly employed by the Contractor.

Section 9.4 No Authority to Bind County The Contractor has no authority to enter into contracts on behalf of the County. This Contract does not create a partnership between the parties.

Section 9.5 No Construction All terms and conditions included in this Contract are understood as NO CONSTRUCTION AGAINST ANY PARTY. This Contract is the product of informed negotiations between the County, the parties, all of whom are acknowledged to have been represented by competent and informed counsel. If any part of this Contract is deemed to be unclear or ambiguous, it shall be construed as if it were drafted jointly by all parties.

Article 10 – Indemnity and Insurance

Section 10.1 Indemnity The Contractor agrees that it will at all times during the existence of this Contract indemnify the County, its officers, agents and employees against any and all liability including claims, demands, damages, actions or causes of actions; together with any and all losses, costs or expense, including attorney fees where such liability is founded upon or grows out of the acts, errors, or omissions of the other party, its employees, agents or subcontractors. However, the provisions of this paragraph shall not apply to liabilities, losses, charges, costs, or expenses caused by the County.

Section 10.2 Insurance The Contractor agrees that, in order to protect itself as well as the County under the indemnity provision set forth in the above paragraph, the Contractor will at all times during the terms of this Contract keep in force a liability insurance policy issued by a company authorized to do business in the State of Wisconsin and licensed by the Office of the Commissioner of Insurance. Such insurance shall be primary. The types of insurance coverage shall be pursuant to Exhibit A however, not less than the minimum amounts below:

Comprehensive General Liability: minimum amount $1,000,000 Auto Liability (if applicable): minimum amount $1,000,000 Workers Compensation: minimum amount $100,000 per accident

The County reserves the right to increase, decrease and/or add additional insurance if necessary.

The Contractor acknowledges that its indemnification liability to the County is not limited by the limits of this insurance coverage.

Upon signing this Contract, the Contractor will furnish the County with a “Certificate of Insurance” with the County listed as “additional insured” verifying the existence of such insurance. In the event of any action, suit, or proceedings against the County upon any matter indemnified against, the County shall notify the Contractor by registered mail within five business days.

The Contractor shall not allow subcontractors, if any, to commence work until the aforementioned documents, where applicable, have been obtained from the subcontractor(s).

Article 11 – License, Certification, and Staffing

Section 11.1 License and Certification The Contractor shall meet local, state and federal service standards and applicable state training, licensure and certification requirements as expressed by local, state and federal rules and regulations applicable to the services covered by this Contract. The Contractor shall attach copies of its license or certification document and the most recent licensing or certification report concerning the Contractor to this Contract when returning the signed Contract to the County. During the Contract period, if applicable, the Contractor shall also send the County copies of any licensing inspection reports within 5 business days of receipt of such reports.

Section 11.2 Staffing The Contractor shall ensure that staff providing services are properly supervised and trained and that they meet all of the applicable licensing and certification requirements.

Section 11.3 Goods and Services Status The Contractor shall remain licensed to do business in the State of Wisconsin during the term of this Agreement.

Article 12 – Records

Section 12.1 Ownership All deliverables and /or other products of this Contract (including but not limited to all procedures, solicitation packages, reports, records, summaries and any other matter and materials prepared by the Contractor in performance of this Contract) will be the sole, absolute and exclusive property of the County, free from any claims or retention of rights, thereto on the part of the Contractor, its agents, subcontractor, officers or employees.

Section 12.2 Maintenance of Records The Contractor shall maintain and retain such records and financial statements as required by state and federal laws, rules, and regulations.

Section 12.3 Examination of Records The County shall at any time during normal business hours, upon reasonable notice, have access to and the right to examine, audit, transcribe, and copy, on the Contractor’s premises, any of the Contractor’s records and computer data storage media involving transactions directly pertinent to this Contract. If the material is on computer data storage media, the Contractor shall provide copies of the data storage media or a computer printout of such if the County so requests. Any charges for copies of books, documents, papers, records, computer data, storage media or computer printouts provided to the County shall not exceed the actual cost to the Contractor. This provision shall survive the termination, cancellation or expiration of this Contract.

Article 13 – Reporting

The Contractor shall comply with the reporting requirements of the County. All reports shall be in writing and, when applicable, in the format specified by the County. All reports shall be supported by the Contractor’s records. All reports shall be hand delivered to the County, sent by secure e-mail, or sent to the County via registered mail at the address listed in this Contract, if required.

Article 14 – Resolution of Disputes

Section 14.1 Appeal The Contractor may appeal decisions of the County in accordance with the terms and conditions of the Contract and Wis. Stats Chapter 68.

Section 14.2 Choice of Law Any dispute under this Contract or related to this Contract shall be decided in accordance with the laws of the State of Wisconsin and venue for any legal action between parties shall be in Walworth County Circuit Court.

Article 15 – Revision or Termination of this Contract

Section 15.1 Cause for Revision or Termination of this Contract Failure to comply with any part of this Contract may be considered cause for revision or termination of this Contract. The County may terminate this Contract at any time immediately for good cause. The County may permit the Contractor a reasonable amount of time to cure a breach of the terms of this Contract, if the breach is amenable to a cure. The County shall not unreasonable withhold such permission.

Section 15.2 Amendments All changes that are mutually agreed upon by and between the County and the Contractor, including any increase or decrease in the amount of the Contractor’s compensation, shall be in writing and designated as written amendments to this Contract.

Section 15.3 Severability If any part of this Contract shall be held unenforceable, the rest of this Contract will nevertheless remain in full force and effect.

Section 15.4 Termination of this Contract Either party may terminate this Contract by a 90-day written notice to the other party. The parties shall deal with each other in good faith during the 90-day period after notice of intent to terminate has been given.

In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports and other materials related to the services prepared by the Contractor under this Contract shall, at the option of the County, become the property of the County.

Upon termination, the County’s liability shall be limited to the costs incurred by the Contractor up to the date of termination. If the County terminates the Contract for reasons other than non-performance by the Contractor, the County may compensate the Contractor for its actual allowable costs in an amount determined by mutual agreement of both parties. If the County terminates the Contract for the Contractor’s breach, the Contractor may be liable for any additional costs the County incurs for replacement services and the County may withhold any payments to the Contractor for the purpose of set-off until such time as the exact amount of damages due to the County from the Contractor is determined.

Article 16 – Special Provisions for High Risk Contract

During the course of the Contract, the County may determine that this Contract is high risk as a result of evaluating the Contractor’s performance or other factors. Determination of high risk status could result in the County unilaterally implementing the following changes:

Modifying the payment method to a cost reimbursement basis;

Withholding authority to proceed to the next phase until receipt of evidence of acceptable performance within a given funding period;

Requiring additional, more detailed financial reports;

Performing additional project monitoring;

Requiring the Contractor to obtain technical or management assistance;

Establishing additional prior approvals; or Other conditions that the County considers appropriate considering the circumstances.

The Contractor may appeal these changes under Article 14 “Resolution of Disputes,” or it may request renegotiation of the Contract or give notice of termination of the Contract under Article 15 “Revision or Termination of this Contract.”

Article 17 – Nondiscrimination/Affirmative Action

In connection with the performance of work under this Contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in Wis. Stats. S. 51.01 (5), sexual orientation as defined in Wis. Stats., s. 111.32(13m), or national origin. This provision shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Contractor further agrees to take affirmative action to ensure equal employment opportunities. Failure to comply with the conditions of this clause may result in the Contractor(s) becoming declared an ineligible Contractor, termination of the Contract, or withholding of payment.

NOTE: If the contract DOES NOT have HIPPA requirements, delete Article 18 – Health Insurance Portability and Accountability Act of 1996 “HIPAA” Applicability and the Business Associate Addendum in its entirety.

Article 18 – Health Insurance Portability and Accountability Act of 1996 “HIPAA” Applicability

Section 18.1 General Applicability The Contractor agrees to comply with the federal regulations implementing the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH) to the extent those regulations apply to the goods and/or services the Contractor provides or purchases with funds provided under this Contract.

Section 18.2 Business Associate Agreement In addition, certain functions included in this Contract are covered by HIPAA and HITECH rules. As such the County must comply with all provisions of the law and has determined that Contractor is a “Business Associate” within the context of the law. As a result, the County requires Contractor to sign and return with this Contract the Business Associate Agreement, which will be included and made part of this Contract.

Section 18.3 Agreement on Contractor Use of Protected Health Information (PHI) In providing certain administrative services the Contractor is a Business Associate of Walworth County Department of Health and Human Services under HIPAA and HITECH and must comply with the agreement on its use of PHI. Consistent with that agreement, the Contractor agrees to comply with the same restrictions and conditions on PHI that apply to the County. These restrictions apply to PHI received by the Contractor from the County and to PHI created or received by the Contractor on behalf of the County. The restrictions and conditions are included in the Business Associate Agreement.

Section 18.4 Billing and Collection Procedures County and Contractor must conduct any electronic health care administrative transactions covered by HIPAA & HITECH consistent with the Electronic Transactions and Code Sets Rule.

Signatures

This Contract becomes null and void if the time between the County’s authorized representative signature and the Contractor’s authorized representative signature on this Contract exceeds sixty days.

Signature:

Date:

For Contractor

Typed Name:

Title:

Signature:

Date:

Business Associate Addendum

This Addendum is incorporated into the Agreement by and between Walworth County a “Covered Entity” (Herein after called Purchaser), and ____________________ a “Business Associate" (Herein after called “Provider”) In the event of conflicting terms or conditions, whichever is more restrictive shall apply.

RECITAL

This Addendum is intended to comply with the Administrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), HIPAA’s implementing regulations, Title 45, Parts 160 and 164 of the Code of Federal Regulations. This document reflects the breach notification regulations issued August 24, 2009 and interpretation of the provisions in the HITECH Act of the American Recovery and Reinvestment Act.

AGREEMENTS

1. Coverage of Purchaser's Activities on Provider's Behalf Under HIPAA.

(a) Except as set forth in subsection 1(b) of this section, Purchaser and Provider acknowledge that Provider may be considered a Business Associate of Purchaser due to the provision of qualifying services to Purchaser under this Agreement. Provider agrees to comply with requirements applicable to Business Associates as set forth below with respect to its activities under this Agreement.

(b) If there are changes or clarifications to the HIPAA statute, regulations or guidance issued by the U.S. Department of Health and Human Services such that Provider is no longer deemed to be a “Business Associate”, then Provider shall not be required to comply with this Addendum.

2. Definitions. Capitalized terms used in this Addendum shall have the meanings given to them in Title 45, Parts 160 and 164 of the Code of Federal Regulations, and ARRA/HITECH Title XIII Section 13400; § 164.402.

3. Permitted Uses and Disclosures. Except as otherwise limited in this Addendum, Provider may use or disclose PHI & EPHI to perform functions, activities, or services for, or on behalf of, Purchaser as specified in the Service Agreement, only to the extent necessary to satisfy Provider’s obligations under this agreement.

4. Use of PHI & EPHI for Certain Provider Operations. Provider may use or disclose PHI & EPHI it creates or receives for or from Purchaser only to the extent necessary for Provider's proper management and administration or to carry out Provider's legal responsibilities, or if:

(a) The disclosure is required by law; or

(b) Provider obtains reasonable assurance, evidenced by written contract, from any person or organization to which Provider shall disclose such PHI & EPHI that such person or organization shall:

(i) hold such PHI & EPHI in confidence and use or further disclose it only for the purpose for which Provider disclosed it to the person or organization or as required by law; and

(ii) notify Provider (who shall in turn promptly notify Purchaser) of any instance of which the person or organization becomes aware that the confidentiality of such PHI & EPHI was breached.

(iii) except as otherwise limited in this Addendum, Provider may use PHI & EPHI to provide Data Aggregation services to Purchaser as permitted by 45 CFR § 164.504(e)(2)(i)(B).

(iv) Provider may use PHI & EPHI to report violations of law to appropriate Federal and State authorities, consistent with § 164.502 (j) (1).

5. Health Information Safeguards. Provider shall develop, implement, maintain and use appropriate administrative, technical and physical safeguards to prevent the improper use or disclosure of any PHI and EPHI received from or on behalf of Purchaser and shall comply with the Privacy and Security provisions of HIPAA as they apply to Provider.

6. Electronic Health Information Security and Integrity. Provider shall develop, implement, maintain and use appropriate administrative, technical and physical security measures in compliance with Section 1173(d) of the Social Security Act, Title 42, section 1320d-2(d) of the United States Code and Title 45, Part 142 of the CFR to preserve the integrity and confidentiality of all electronically maintained or transmitted Health Information received from or on behalf of Purchaser pertaining to an Individual. Provider shall document and keep these security measures current.

7. Protection of Exchanged Information in Electronic Transactions. If Provider conducts any Standard Transaction for or on behalf of Provider, Provider shall comply, and shall require any subcontractor or agent conducting such Standard Transaction to comply, with each applicable requirement of Title 45, Part 162 of the CFR. Provider shall not enter into or permit its subcontractors or agents to enter into any Trading Partner Agreement in connection with the conduct of Standard Transactions for or on behalf of Provider that: (a) changes the definition, Health Information condition or use of a Health Information element or segment in a Standard; (b) adds any Health Information elements or segments to the maximum defined Health Information set; (c) uses any code or Health Information elements that are either marked "not used" in the Standard's Implementation Specification or are not in the Standard's Implementation Specification(s); or (d) changes the meaning or intent of the Standard's Implementation Specification(s).

8. Obligations and Activities of Provider.

(a) Provider agrees to not use or disclose PHI & EPHI other than as permitted or required by the Addendum or as Required by Law.

(b) Provider agrees to use appropriate safeguards to prevent use or disclosure of PHI & EPHI other than as provided for by this Addendum.

(c) Provider agrees to mitigate, to the extent practicable, any harmful effect that is known to Provider of a use or disclosure of PHI & EPHI by Provider in violation of the requirements of this Addendum.

(d) Provider shall report to Purchaser any use or disclosure of PHI & EPHI not authorized by this Addendum. Provider shall make the report to Purchaser’s Privacy Official, not less than one business day after Provider learns of such unauthorized use or disclosure.

(e) If Provider provides any PHI & EPHI which was received from, or created for, Purchaser to a subcontractor or agent, then Provider shall require such subcontractor or agent to agree by a written contract to the same restrictions and conditions as are imposed on Provider by this Agreement.

(f) Provider agrees to provide access, inspect or copy PHI & EPHI in Provider’s custody or control that pertains to such Individual as required by 45 CFR §164.524.

(g) Provider shall, upon receipt of notice from Purchaser, promptly amend or correct PHI & EPHI received from or on behalf of Purchaser.

(h) Provider shall make its internal practices, books and records, including policies and procedures relating to the use and disclosure of PHI & EPHI received from or on behalf of, or created for, Purchaser available to Purchaser, or at the request of Purchaser, to HHS or its designee for the purpose of determining Purchaser’s compliance with provisions of Title 45, Parts 160 and 164 of the CFR. Provider shall promptly notify Purchaser of communications with HHS regarding PHI & EPHI provided by or created by Purchaser and shall provide Purchaser with copies of any information Provider has made available to HHS under this provision.

(i) Provider agrees to document and to provide Purchaser with a list of those disclosures of PHI & EPHI made by Provider or its subcontractors or agents for which Purchaser is required to account, pursuant to 45 CFR 164.528. Provider agrees to provide to Purchaser information collected to permit Purchaser to respond to a request by an Individual for an accounting of disclosures of PHI & EPHI in accordance with 45 CFR 528. Provider will make a log of disclosure information available to Purchaser within five (5) business days of Purchaser’s request.

9. Obligations and Activities of Purchaser.

(a) Purchaser shall notify Provider of any limitation(s) in its notice of privacy practices of Purchaser, to the extent that such limitation may affect Provider’s use or disclosure of PHI & EPHI.

(b) Purchaser shall notify Provider of any changes in, or revocation of, permission by Individual to use or disclose PHI & EPHI, to the extent that such changes may affect Provider’s use or disclosure of PHI & EPHI.

(c) Purchaser shall notify Provider of any restrictions to the use or disclosure of PHI & EPHI that Purchaser has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Provider’s use or disclosure of PHI & EPHI.

(d) Purchaser shall not request Provider to use or disclose PHI & EPHI in any manner that would not be permissible under the Privacy Rule if done by Purchaser.

10. Reporting of an Incident/Breach, Unauthorized Disclosures or Misuse of PHI (occurrence): Business Associate shall report to Covered Entity including those occurrences reported to Business Associate by its subcontractors or agents, a discovery of breach or any use or disclosure of PHI which is not in compliance with the terms of this Addendum. An occurrence of PHI shall be treated as “discovered” as of the first day on which such occurrence is known to the business associate, or, by exercising reasonable diligence would have been known to the business associate.

(a) The Business Associate shall provide notice to the Covered Entity of the occurrence. The notice shall include the identification of each individual whose unsecured protected health information has been, or is reasonably believed by the Business Associate to have been accessed, acquired, or disclosed during such occurrence.

(b) Investigation of Occurrence. Within one business day of the discovery, the Business Associate shall notify the Covered Entity’s Privacy Officer. The Business Associate shall immediately conduct an investigation and report in writing within 60 days the following information:

(i) Each individual who’s PHI has been or is reasonably believed to have been accessed, acquired, or disclose during the occurrence.

(ii) A brief description of what happened, including the date of the occurrence and the date of the discovery of the occurrence, if known.

(iii) A description of the types of protected health information that were involved in the occurrence (such as full name, social security number, date of birth, home address, account number, etc.).

(iv) A brief description of what the Business Associate is doing to investigate the occurrence, to mitigate losses and to protect against further occurrences.

(v) The actions the Business Associate has undertaken or will undertake to mitigate any harmful effect of the occurrence, and

(vi) A corrective action plan that includes the steps the Business Associate has taken or shall take to prevent future similar occurrences.

(c) Notification to Individuals. At the Covered Entity’s option, the Business Associate will be responsible for notifying individuals of the occurrence when the Covered Entity requires notification and to pay any cost of such notifications, as well as any costs associated with the breach, including but not limited to credit monitoring. The Business Associate must obtain the Covered Entity’s approval of the time, manner and content of any such notifications, provide the Covered Entity with copies of the notifications, and provide the notifications within sixty (60) days after discovery of the breach. The Business Associate shall have the burden of demonstrating to the Covered Entity that all notifications were made as required, including any evidence demonstrating the necessity of any delay beyond the 60 day calendar notification requirement to affected individuals after the discovery of the breach by the Covered Entity or Business Associate.

11. Mitigating Effect of an Incident/Breach, Unauthorized Discloures or Misuse of PHI.

Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a misuse or unauthorized disclosure of PHI by Business Associate in violation of the requirements of this Addendum. The Business Associate shall reasonably cooperate with the Covered Entity's efforts to seek appropriate injunctive relief or otherwise prevent or curtail such threatened or actual breach, or to recover its PHI, including complying with a reasonable Corrective Action Plan.

12. Term and Termination.

(a) Except as set forth in Subsection 10(b), upon termination, cancellation, expiration or other conclusion of this Agreement, Provider, if feasible, shall return to Purchaser or destroy all PHI and all Health Information, in whatever form or medium (including in any electronic media under Provider's custody or control), that Provider received from or on behalf of Provider, including any copies of and any Health Information or compilations derived from and allowing identification of such PHI or such Health Information. This provision shall apply to PHI and EPHI that is in the possession of subcontractors or agents of Provider. Provider shall complete such return or destruction as promptly as possible, but not later than 30 days after the effective date of the termination, cancellation, expiration or other conclusion of this Agreement. Within such 30-day period, Provider shall certify on oath in writing to Purchaser that such return or destruction has been completed or, if return or destruction is not feasible written justification explaining why such PHI could not be returned or destroyed.

(b) Section 10(a) shall not apply to any PHI, EPHI and Health Information that Provider is required to retain in its business capacity, including but not limited to treatment records and billing records that Provider must retain pursuant to state laws and regulations. To the extent possible, this Subsection 10(b) shall constitute written justification explaining why such PHI cannot be returned or destroyed. Provider shall provide additional written justification upon the request of Purchaser at the termination of the Agreement.

13. Automatic Amendment. Upon the effective date of any amendment to the regulations promulgated by HHS with regard to any obligations for Providers under HIPAA, this Agreement shall automatically amend so that the obligations imposed on Provider remain in compliance with such regulations.

14. Survival. The respective rights and obligations of Provider under this Addendum to protect PHI & EPHI shall survive any termination, cancellation, expiration or other conclusion of this Agreement.

IN WITNESS WHEREOF, duly authorized representatives of each of PURCHASER and the PROVIDER have executed this BAA as of the Effective Date.

ABC Company:

By:

Printed Name:

Title:

Date:

Walworth County:

By:

Printed Name:

Title:

Date:

HIPAA/Business Associate Addendum Revised September 2015

EXHIBIT A

VENDOR(s) CERTIFICATE OF COMPLIANCE Walworth County Purchasing Division Request for Proposal

GENERAL

This form must be completed in its entirety and submitted with vendor(s) response to acknowledge that vendor(s) meets or exceeds the minimum requirements.

WALWORTH COUNTY STANDARD TERMS AND CONDITIONS:

Vendor certifies that the company / individual has read and agrees with the Standard Terms and Conditions as posted on Walworth County’s Website.

I acknowledge that I have read and agree to Walworth County’s Standard Terms and Conditions. ________ (initials)

CERTIFICATE OF COMPLIANCE – (Exhibit A) Complete, sign and return Walworth County Vendor(s) Certificate of Compliance.

Vendor confirms Exhibit A is complete, signed and included in their Proposal response ________ (initials) VENDOR RESPONSE DOCUMENT – (Exhibit B) Complete, sign and return Walworth County Vendor(s) Response Document.

Vendor confirms Exhibit B is complete and included in their Proposal response ________ (initials) COST PROPOSAL – (Exhibit C) Complete, sign and return in a separate envelope the Cost Proposal Document.

Vendor confirms Exhibit C is complete, signed and included in a separate envelope from their Proposal response ________ (initials)

RECEIPT OF ADDENDUM: Vendor(s) acknowledges receipt and inclusion of Addendum number ___through____.

FORM OF PAYMENT: Would company accept a Purchasing Card as a form of payment, and/or without additional fee(s) or any minimums? ____ Yes ____ No

If yes, how many days after receipt of invoice (or acceptance of goods, whichever is later) payment must be processed to accept the credit card. Note: Minimum of 10 days is required. _____ Days

PIGGYBACKING: My Company agrees to furnish the item(s)/service(s) proposed in this Proposal to other units of government at the same terms and conditions. ____ Yes ____ No

DEBARRED CONTRACTORS: Acknowledgement that the vendor(s) is not on the State of Wisconsin Department of Workforce Development list of debarred contractors with the effective dates during this project: ________ (initials)

I hereby certify that all statements herein are made on behalf of:

Name of Company:

Contact Name:

Address:

Phone Number:

Email:

Signature:

Date:

Vendor Contact Person for:

Contract Issues:

Name: Phone:

E-Mail: Fax:

Address:

City: State: Zip:

Payment

Name: Phone:

E-Mail: Fax:

Address:

City: State: Zip:

References:

Reference #1

Name: Phone:

E-Mail: Fax:

Address:

City: State: Zip:

Reference #2

Name: Phone:

E-Mail: Fax:

Address:

City: State: Zip:

Reference #3

Name: Phone:

E-Mail: Fax:

Address:

City: State: Zip:

EXHIBIT B

VENDOR RESPONSE DOCUMENT

NEAR-SITE CLINIC RFP

Name of Firm Responding:

*Contact Name:

Phone Number:

Email Address:

*This should be the name…