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Backup Documents 09/09/2014 Item #16E 7 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SW'ICE THE BOARD OF COUNTY COMMISSIONERS OFFICE FO SI � Routed by Purchasing Department to Office Initials Date the Following Addressee(s) (In routing order) 1. Risk Management Risk 2. County Attorney Office County Attorney Office 927 l� 3. BCC Office Board of County Commissioners Z// 9\2. 1A 4. Minutes and Records Clerk of Court's Office 9,II C( I 5. Return to Purchasing Department Purchasing Contact: Diana DeLeon PRIMARY CONTACT INFORMATION Name of Primary Diana De Leon for Rhonda Cummings, Phone Number 252-8375 Purchasing Staff September 9,2014 Contact and Date Agenda Date Item was September 9,2014✓ Agenda Item Number 16.E.7✓ Approved by the BCC Type of Document Contract Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 14-6293 Millennium number if document is Number/Vendor Name Physician Group to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency; Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed-------�t j L� by the Office of the County Attorney. U� 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases(some contracts are an exception),an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC, all changes directed by the BCC have been made,and the document is ready for Chairman's signature. 1 6E7 MEMORANDUM Date: September 22, 2014 To: Diana De Leon, Contracts Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #14-6293 "Onsite Medical Clinic Services" Contractor: Millennium Physician Group, LLC Attached is an original copy of the contract referenced above, (Item #16E7) approved by the Board of County Commissioners on September 9, 2014. The second original contract will be held in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252-8406. Thank you. Attachment 1 6E7 AGREEMENT 14-6293 for Collier County On-Site Medical Clinic THIS AGREEMENT, made and entered into on this 9th day of September 2014, by and between Millennium Physician Group, LLC, authorized to do business in the State of Florida, whose business address is 6321 Daniels Parkway, Suite 201, Fort Myers, FL 33921, (the "Provider" or "Millennium") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. COMMENCEMENT. The Provider shall commence furnishing services on the commencement date established in the County's Notice to Proceed, in the form of a letter from the County's Contract Administrator to Provider, approximately sixty (60) days prior to the expiration of the Agreement with current provider. 2. CONTRACT TERM. The Agreement shall be for a term of five (5) years, commencing upon the commencement date established in the Notice to Proceed and terminating five (5) years from that date. The County may, at its discretion and with the written consent of the Provider, renew this Agreement under all of the terms and conditions contained herein for up to five (5) additional one (1) year renewal terms. The County shall give the Provider written notice of the County's intention to renew the Agreement term not less than sixty (60) days prior to the end of the Agreement term then in effect. 3. STATEMENT OF WORK. The Provider shall provide on-site primary care health services (herein, the "Services") in accordance with the terms and conditions of RFP #14-6293 (the "RFP") and the Provider's proposal (the "Proposal") and Exhibit A, Scope of Services, attached hereto and made an integral part of this Agreement. This Agreement, the RFP and the Proposal (each of which are incorporated by reference herein) together with Exhibit "A" (all of which are collectively herein referred to as the "Contract Documents") contains the entire understanding between the parties and no modifications to this Agreement shall be binding unless mutually agreed upon in writing by the Parties, in compliance with the County's Purchasing Ordinance and Purchasing Procedures in effect at the time such modification is agreed upon and authorized. 4. COMPENSATION. The County shall pay the Provider for its performance of this Agreement each month in accordance with Exhibit B, Provider's Fees, attached herein and incorporated by reference. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrator or designee, and in Page 1 of 25 C) 1 6E7 i compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." 4.1 Payments will be made for services rendered and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after termination or expiration of this Agreement. Any invoices submitted beyond six (6) months after termination or expiration shall be untimely and shall not be paid. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 5. SALES TAX. Provider shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2. 6. NOTICES. All notices from the County to the Provider shall be deemed duly served if mailed or faxed to the Provider at the following Address: Millennium Physician Group, LLC 6321 Daniels Parkway, Suite 201, 1 Fort Myers, Florida 33921 Attention: Bob Bray, Chief Administrator Officer Telephone: 855-674-7400 Facsimile: 855-674-7401 All Notices from the Provider to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Purchasing Department 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Joanne Markiewicz, Director, Procurement Services Telephone: 239-252-8407 Facsimile: 239-252-6480 The Provider and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Provider or to constitute the Provider as an agent of the County. Page 2 of 25 (":4() 16E7 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the furnishing of the Services shall be obtained by the Provider. The County will not be obligated to pay for any permits obtained by SubProviders/Subconsultants. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Provider. The Provider shall also be solely responsible for payment of any and all taxes levied on the Provider. In addition, the Provider shall comply with all applicable rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Provider agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Provider. 9. NO IMPROPER USE. The Provider will not and shall undertake reasonably diligent efforts not to suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of Provider's violation of this requirement, as solely determined by the County or its authorized representatives, the County shall have the right to suspend the contract of the Provider if such violation is not cured within twenty-four (24) hours of the County's written notice to Provider identifying the violation. Should the Provider fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, such suspension shall commence and continue until the violation is cured. The Provider further agrees not to commence operation during any such suspension period until the violation has been cured to the satisfaction of the County. 10. TERMINATION. Should the Provider fail to perform its services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non- performance. In the event that the County terminates this Agreement, Provider's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Provider shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Provider agrees that there shall be no discrimination as to race, sex, color, creed or national origin in Provider's hiring and employment practices. 12. INSURANCE. The Provider shall provide insurance as follows: Page 3 of 25 i) 16E7 A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Providers; Products and Completed Operations and Contractual Liability. B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. C. Professional Liability - Medical Malpractice: Provider shall maintain Professional Liability Insurance covering all its professional employees to ensure against claims arising out of its performance of professional services under this Agreement. Consultant waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 for each claim and in the aggregate. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Provider during the duration of this Agreement. The Provider shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Provider shall also notify County, in a like manner, within twenty- four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Consultant from its insurer, and nothing contained herein shall relieve Provider of this requirement to provide notice. Provider shall ensure that any sub-Providers comply with the same insurance requirements that it is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Provider shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Provider, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Provider or anyone employed or utilized by the Provider in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or Page 4 of 25 GI 16E7 reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Provider, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Provider. Provider's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Risk Management Department. 15. CONFLICT OF INTEREST: Provider represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Provider further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Provider's Proposal, Insurance Certificate, RFP #14-6293 Specifications/Scope of Services and Addenda, Exhibit A, Scope of Services, Exhibit B, Provider's Fees, Exhibit C, Provider Patient Dismissal Policy and Procedure and Exhibit D, Business Associate Agreement. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. Page 5 of 25 C(9-r) 16E7 19. COMPLIANCE WITH LAWS. By executing and entering into this agreement, the Provider is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety, and the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3)), including the federal Stark Act and regulations, the federal Medicare/Medicaid anti fraud and abuse statutes and regulations, the Health Insurance Portability and Accountability Act (HIPAA), the Patient Protection and Affordable Care Act and the Florida Anti-Kickback and Fee Splitting laws, each as amended from time to time . If either party observes that the Contract Documents are at variance therewith, it shall promptly notify the other in writing. Failure by the Provider to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. In the event any State or federal law or regulation, now existing or enacted or promulgated after the effective date of this Agreement, is interpreted by judicial decision or a regulatory agency in such a manner as to indicate that the structure of this Agreement is in violation of any such law or regulation, the County and Provider shall amend this Agreement as necessary to comply with such law or regulation. To the maximum extent possible, any such amendment shall preserve the underlying duties, obligations and economic and financial arrangements between the parties as set forth herein. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Purchasing Ordinance and Purchasing Procedures. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Provider with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an Page 6 of 25 cq 16E7 agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Provider with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to the Board of County Commissioners for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. KEY PERSONNEL/ CONTRACT STAFFING: The Provider's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the contract. The Provider shall assign as many people as necessary to furnish the services required herein, and each person assigned shall be available for an amount of time necessary to provide the required services under the Agreement. . The Provider shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience; (2) that the County is notified in writing as far in advance as possible. The Provider shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County reserves the right to object to the placement of any proposed replacement personnel. 26. ORDER OF PRECEDENCE: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of this Agreement shall take precedence over the terms of all other Contract Documents. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Provider at the County's discretion. 27. ASSIGNMENT: Provider shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement or any part herein, without the County's consent, shall be void. If Provider does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Provider all of the obligations and responsibilities that Provider has assumed toward the County. ***************************Remainder of page intentionally left blank****************************** Page7of25 1 6E7 IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COU , FLORIDA Dwight E. Brock, Clerk of Courts By t,,, .0 . B „..,4111111/410::: Tom Henning, C ai. an Dated: ,�r��1 Z2 204 / (SEAL) Attestas to chairman's_ signature only. Millennium Physician Group, LLC Provider JrBy: First Witt'ess Signat /r�� 1 e N A A 1t6 02A/ ►3r( , Lhti,r-" - TType/print witness nameT TType/print signature and titleT C .CAkypeA Second Witness C (L- TType/print witness nameT A•pr eve. as t• 4 orm nd Legality: • �� Item# h �tt R. Teach Agenda q.4,14 Deputy County Attorney Date Date /Z1 Recd / Deputy erk Page 8 of 25 �'q 16E7 Agreement #14-6293 Collier County On Site Medical Clinic Exhibit A Scope of Services This Agreement is for On-Site Primary Care Health Services, utilizing an integral approach to promote a healthy and productive workforce through the provision of cost-effective onsite primary healthcare services to employees enrolled under the Collier County Group Insurance Plan. 1. GENERAL INFORMATION Due to limited implementation timeframes, the County reserves the right to implement portions of the programs/services subsequent to the commencement of this agreement, at the County's sole discretion, and upon a minimum of thirty (30) days advance notice to the Provider. For example, the qualifying year for the Invest in Your Health Program begins November 1, 2014, and the termination of the expiring clinic contract is November 14, 2014. Therefore, it may not be possible to transition the program in a manner that permits the implementation of the entire scope of services in year one (1) of the contract. It is the County's desire to implement certain Environmental Health and Safety screenings, limited Workers' Compensation services, and Biometric Screening services as part of the scope of the overall clinic services. However, the County reserves the right to outsource these services separately. The County may elect to transition additional services for Biometric Screening and Environmental Health and Safety and Limited Workers' Compensation as the current provider contracts come to an end. The County reserves the right to phase the implementation of Options 2, 3, and 4, beyond Option 1 over a period of time provided, in the County's sole opinion, that Millennium has the capability to deliver each of the options requested. For example, the County may choose to recommend Option 1 in the first year with a plan to transition to Option 4 over a three (3) to five (5) year period. It is the intent of the County to continue to offer services at the existing Main clinic location in year one (1) of the agreement and at a North site location to be operated by the Provider. It is understood that should the County wish to expand services in subsequent years and should a new location be required, Millennium shall assist the County in the required analysis and possess the required expertise to implement this expansion. 2. REQUIRED SERVICES- Current and General Services The Provider shall provide on-going support to onsite professional staff serving CCG through its corporate infrastructure and management resources, to include the following: 1. Provision of primary care services to employees, eligible spouses and covered dependents age fifteen (15) or older who choose to use the clinic for that purpose. A-1 0 1 6E i 2. Occupational Injuries/illnesses treatment following a referral by the County's Occupational Health Nurse or Risk Analyst. 3. Treatment of non-occupational injuries/illnesses. 4. Treatment of episodic health conditions. 5. Phlebotomy Services. 6. Follow up blood chemistry screening and measurement. 7. Counseling on health related issues. 8. Maintain patient health records consistent with all applicable State and Federal laws, to include relevant privacy regulations and HIPAA guidelines. 9. The clinic will be expected to export lab and measurement results to CHP in a CVA or Excel format with the person's name and ID number they have been assigned by the medical plan administrator Allegiance Benefit Plan Administrations. Transfers are to occur on a weekly basis. The clinic will also be expected to retain this data in its own EMR. 10. Provide an electronic medical records system to house all screening data as well as the data that might be collected in the course of providing primary care and other services. Such medical record system will be required to interface with the HIE (Health Information Exchange) that may be established in Collier County. 11. The MedCenter will initiate and then transfer of medical records to the employee/spouse's primary care physician after seeking the appropriate releases from the patient. 12. Maintain open and frequent communication with CCG's Risk Management representatives regarding observable trends in workplace injuries and illnesses as indicated by patient utilization of onsite health care services. 13. Administer the Commit to Quit-Nicotine Cessation program, Take Charge Diabetes program and the New You Medically Managed Weight Loss program. 14. Limited Occupational Health and Worker's Comp treatment following a referral by the County's Occupational Health Nurse or Risk Analyst. 15. Claims for medical services are filed with current TPA for record keeping and payment purposes, as needed. Claim data must be submitted within thirty (30) days of the date incurred. 16. Foster efficient patient care by coordinating efforts with CHP Health Advocates and the CCG Wellness Program staff. 17. Clinical oversight and support of onsite professional staff; 18. Regular onsite visitation by the Manager of Client Operations, the Senior Director of Operations and other vendor senior management at appropriate intervals to ensure program success and client satisfaction; A-2 �} 'yr� 16E .1 19. Regular meetings with CCG's Risk Management and Wellness staff. The focus of these meetings is to: a. Address emerging issues regarding operations; b. Foster efficient operations and provide a platform to address questions and promptly address service concerns; c. Promote two way communications to ensure that the clinic is fulfilling the needs of CCG and its employees; d. Assist the Provider in understanding the business practices and culture of the CCG; and e. Discuss the results of customer satisfaction surveys and other data and, where appropriate, formulate strategies and processes to address concerns 20. Training and oversight of onsite professionals; 21. Reporting of onsite health care facility and program activity consistent with CCG's requirements; 22. Training of the onsite staff in the use of information systems and ongoing support of the information systems used by the onsite staff in operating the program; 23. Nursing practice standards and protocols to be used by onsite professional staff; 24. Quality assurance programs to ensure compliance with practice standards by onsite professional staff; 25. Maintenance and replacement of medical equipment located in the onsite medical facility; 26. Maintenance of medical and medication supply inventory consistent with program needs; 27. Maintenance and replacement of information technology workstations, to include printers, copiers and fax machines; and 28. Maintenance of information systems applications operating on the medical facility workstations hosted by the selected vendor or its information technology partners. The onsite clinic currently has operating hours of 8:00 AM until 5:00 PM Monday through Friday and it is closed on County recognized holidays. The County reserves the right to modify the schedule to allow for evening and/or Saturday hours at no additional cost to the County provided the total hours per week do not exceed the current total operating hours. Quality Improvement and Grievance Procedures The Provider is an independent contractor and shall follow the practices and standards applicable to all similarly situated medical professionals. The Provider shall make every effort to accommodate the medical needs of patients according to these standards. The Provider shall establish a formal grievance process to address questions or complaints, if any, that may arise and shall maintain a continuous quality improvement process to address opportunities to improve medical services. The Provider shall address patient complaints and concerns in accordance with the grievance procedure required herein, and in accordance A-3 16E ? with the dismissal procedures under Exhibit C Provider Patient Dismissal Policy and Procedure, attached herein and incorporated by reference. Staffing for Current Clinic Model Staffing shall be based on the following staff: • Receptionist Staff- forty (40) hours per week • Medical Technician - forty (40) hours per week • PA-C - forty (40) hours per week • Physician Medical Director who is responsible for the general oversight of the clinic - two (2) hours per week • Administrative Services - two (2) hours per week CCG wants to continue to receive these services, however; the services under this Agreement are expanded and clarified to include three (3) additional potential options, as identified in Section 3 below. The Invest in Your Health Program The onsite clinic currently has operating hours of 8:00 AM until 5:00 PM, and is an integral part of the County's Health plan which includes an innovative wellness program referred to as Invest in Your Health Program. Under the program, covered employees and spouses do not have a choice of health plans in the traditional sense where an employee can buy better coverage. Under the plan that was implemented in 2009, employees earn their way to better coverage by completing a variety of "qualifiers" that are intended to help members become aware of their health status and act on that knowledge. These activities can be summarized as follows: • Have blood drawn and specific tests performed including Hemoglobin A1C, Fasting Glucose, Lipid Panel, Kidney Function (BUN, eGFR, Creatine, and Serum Cotinine. In addition to blood chemistry, the individual's weight, height, waist circumference, blood pressure and BMI are taken. Once the labs are processed, this information is relayed to the Health Advocates to follow-up with the member. This service is currently provided by Quest Diagnostics. • The member meets with a Health Advocate to discuss the results of the tests, measurements and reports. This service is provided locally in person by Community Health Partners (CHP) to those employees categorized with multiple health risks. The participants identified at high risk or with Diabetes also meet with the Wellness Educators. CHP and the Wellness Team will continue to provide this service and will coordinate efforts with the clinics. • Participate in programs that are provided by CHP and CCG's Wellness Manager which includes: A-4 �, 16E7 o Programs include disease management programs offered by CHP for Gastric Bypass Nutrition Program. o Case management services for patients who have acute health episodes that result in significant expenses o Structured programs developed and coordinated by the CCG's Wellness Programs Manager. 3. CLINIC OPTIONS - BRIEF DESCRIPTIONS This Agreement provides for four (4) clinic options. Option 4 is not anticipated at this time, but may be considered for implementation in the future. These options are: Option 1: Current Clinic - The current clinic services. Option 2: Expanded Model - The current clinic service model (Option 1) expanded to provide all biometric screening and measurement services for the Invest in Your Health Program; to provide specific services testing services to the Environmental Health and Safety (EHS) program; and to provide limited Workers' Compensation care. Option 3: Medical Home Model - Under this model, the Provider is responsible for all services included in the Expanded Model (Option 2); however, services are expanded to include the oversight of the clinical and health support and management components of the County's Invest in Your Health Program. Currently, the CCG has a biometric testing program coordinated through Quest Labs whereby employees and spouses have blood drawn for specific lab panels; blood pressure taken and recorded; and height, weight and waist circumference measured and recorded. This occurs on a rotating basis where employees are done in one (1) year and then spouses in the next. Data collected is provided to Community Health Partners (CHP) who then uses this information to deliver a personal wellness report and to provide one on one health coaching services and referral. Under this model, the clinic shall become the "hub" or "quarterback" for managing the program and assuring that members receive the appropriate follow up services needed to meet the requirements of the Invest in Your Health Program. The quarterback shall also be responsible for assuring that the one percent (1%) of the population who experience a catastrophic health event and the four to five percent (4-5%) of the population who present with chronic health conditions are regularly monitored so they receive the right care, are channeled to appropriate resources, follow physician instructions, manage their condition and achieve an optimal outcome in managing their condition(s). These two (2) groups are responsible for approximately sixty percent (60%) of the cost of the health plan on an ongoing basis. Option 4: Primary Care Model - Under this model, the clinic shall provide all of the services included in the Expanded and Medical Home models (Options 2 and 3) but is expanded to become the single source for primary care services. All primary care services to the population covered under the health plan will be exclusively serviced through the clinic. The A-5 16E7 CCG understands that the implementation of this model will require the relocation of the current main clinic to a larger site. The focus of these optional models is to evolve the current service model by working in tandem with CCG, Community Health Partners (the County's Managed Care and Health Advocacy Provider) and Willis to explore innovative ways to help lower medical cost trends, raise health awareness and improve the health of the employee population. If the CCG decides to pursue the Expanded, Medical Home Model or the Primary Care Model (at a later date), the on-site clinic will evolve to become the main focal point in the effort to promote regular screening to detect disease, promote prevention and support the efficient treatment of disease and chronic conditions. 4. CLINIC OPTIONS - DETAILED DESCRIPTIONS Option 1- Current Clinic Model- Duplicate the current clinic model. Staffing to match what is in the pricing sheet in Exhibit B. Option 2- Expanded Model-The Provider shall be able to deliver the following services: Staffing for Expanded Care Model • Receptionist Staff- forty (40) hours per week • Medical Technician* - sixty (60) hours per week • PA-C - fifty (50) hours per week • Physician Medical Director who will be responsible for increasing health awareness and improving the health and health outcomes for the population - two (2) hours per week • Administrative Services - six (6) hours per week * double staffing and flex need for specialty services such as County wide biometric screening, random drug testing, and spirometry testing. Health and Wellness Services • Explore the ability to provided limited on-site or off site pharmacy services. • Execute the Invest in Your Health lab profile phlebotomy and biometric measurements program at clinic sites and other CCG work locations (using current staff or contracting for service). • Provide walk-in Blood Pressure Checks and/or clinics. • Provide X-ray capabilities at an offsite location. A-6 0 16E7 • Provide a staff Medical Director to supervise both the clinic staff and the County's Occupational Health Nurse (county employee). • Deliver high quality primary and acute care treatment. • Provide support to the County's Wellness staff and their Programs to include Diabetes Management, Nicotine Cessation and Weight Management. • Execute the New You Medical Weight Management Program or other similar programs that may be implemented. • Deliver allergy injections. • Promote productivity by initiating set appointments on time and assure appointments are completed promptly. • Support the County's return to work program, as needed. • Perform Diabetes Management lab draws. • Execute the annual biometrics testing program for health plan enrollment qualifiers to include lab panels; blood pressure taken and recorded; and height, weight and waist circumference measured and recorded. This occurs on a rotating basis where employees are done in one year and then spouses in the next. • Provide onsite laboratory services to include a phlebotomist. Phlebotomy may be met through a qualified and skilled Medical Tech. Allow for transport to a lab for any lab services not provided onsite. • Perform onsite, uncomplicated non-CLIA related diagnostic testing, such as strep screen, urine pregnancy testing, monospot urine dipstick testing, urine drug screen testing by dipstick, serum cotinine or cotinine swab, A1C, lipid panel, etc. • Provide urgent care services for employees with minor illnesses or injuries including pharmacy services for limited palliative treatment. • Designate resources to meet regularly with the County to review utilization, suggest strategies to moderate utilization and measure the results of programs implemented to contain costs and improve health. • Coordinate and administer basic health screening services for the early detection and prevention of disease. A-7 0 16E ? • Submit claims electronically to County's Group Health Third Party Administrator for the purposes of record keeping and management. • Maintain patient records utilizing an electronic medical records format. • The Provider shall coordinate care delivery services with the County's Wellness Manager to integrate the identification of at risk employees and ongoing treatment programs, offered through Wellness, Community Health Partners, and other Risk Benefit programs. • Information learned from "Qualifying" lab results and biometrics will be used to develop training and educational support programs, in conjunction with the Wellness, CHP, and Benefits team members, to address specific risk factors within the population. • It is the intent that only eligible employees, their covered spouse and dependents age fifteen (15) and older under the Collier County Group Health Plan shall be eligible to receive services at the onsite facility. As the program develops, consideration may be given to expanding the program to include other eligible dependents. • The Provider must electronically submit a billing for services provided through the County's internal clinic, to a third party administrator for payable services as agreed upon. • The Provider will be responsible for the provision of all durable medical equipment (other than that in place currently), laboratory equipment, laboratory services, medical supplies, computer equipment and software or other equipment necessary to operate the facility. The County may, at its option, provide certain existing durable medical equipment for use. • The PA-C assigned to work with the County is a key position to the success of the program. They must support the County's vision and mission. At minimum, the selected PA-C working with the County possesses the following qualities. o Demonstrate a personal commitment to patients, an ability to treat patients respectfully and have respect for patient rights. o Measure and achieve and maintain a high patient satisfaction level. o Communicate with patients on a level they understand. o Demonstrate a high knowledge level of diabetes management with the ability to modify diabetes medications for optimal outcomes. o Involve patients in their care and what their expectations are regarding their illness and treatment. A-8 CO) 16E / o Is a team player with the staff members from Risk Management, Wellness and CHP. o Communicate to the appropriate external providers and resources of the patient's prognosis and progress as well as sharing test results with the individual's primary physician. • In addition, it is expected that the PA-C accept the following job responsibilities. o Assume and implement care management initiatives. o Coordinate with and support Wellness and CHP programs. o Provide health care prevention and assist with wellness strategies. o Provide open access scheduling and access to urgent and comprehensive primary care services. o Provide direction to specialty services by board certified physicians in the CHP network, as needed. o Develop rapport with patients' current providers and specialty providers. o Maintain patient confidentiality. • Focus on wellness and disease management programs to keep employees healthy and improve the health of employees with chronic conditions. The selected PA-C must invest time with the County's wellness program and culture which will include: o Develop collaborative care plans for high risk patients. o Assist with health educational activities and resources that will include, but not limited to: • Prevention screening/testing/immunizations. • Nutritional counseling per American Dietetic Association standards of care. • Weight management/eating disorders. • Tobacco, alcohol and drug education/cessation. • Stress, anger, forgiveness programs. • Family parenting resources. • Injury prevention • Self care • Movement therapy • Personal fitness evaluations • Worksite wellness • Back care program • Annual employee health fair • Physician or nurse practitioner A-9 16E7 Environmental Health & Safety, Occupational Health and Workers' Compensation Services • The Provider will work closely and in conjunction with the Risk Management, Occupational Health Nurse, Risk Analyst and the Environmental Health and Safety sections. The expanded service model includes but is not limited to the following scope of work to provide Initial Treatment of Occupational Injuries and Illness if referred by the Occupational Health Nurse or Risk Analyst. • Triage development for outplacement of Injuries, as needed, per direction of the Occupational Health Nurse and/or the Risk Analyst that cannot be handled at the clinic. • Conduct Post Accident, Reasonable Suspicion and Random DOT/FAA/FTA Drug Testing on-site and in accordance with CMA 5312, "Drug Free Workplace", Federal Standards and § 440.102, Fla. Stat., including Blood Alcohol Test. • Conduct Pre-Placement Employment Physicals. • Conduct Pre-Placement Physical W/CDL Physical. • Conduct Respirator Medical Clearance Evaluation w/Physical Examination/Pulmonary Function Testing and Ancillary tests. • Conduct CDL Physical (DOT). • Conduct Fitness for Duty Examinations. • Conduct NFPA 1582 and NFPA 1583 Fire Fighter/EMS annual fit for Duty physicals. • Conduct Asbestos Medical Examinations and Consultations per Asbestos Standard CFR 1926.1101. • Conduct Audiometric Screening Test (pure tone air only) with interpretation. • Conduct Pulmonary Function Tests (with interpretation). • Conduct Blood Alcohol Test. • Conduct Varicella Vaccinations Series- Varicella Titer. • Partner with Risk to identify occupational health hazards, such as biological, chemical, physical, ergonomic and psychological, for all worker groups and classifications being served. • Support BCC Ergonomics Programs w/Kinesiology &Workplace Evaluations. • Support BCC in developing and writing ADA-compliant job descriptions that show essential functions of the task. • Conduct Hepatitis Panel Testing & provide Hepatitis Vaccination Series A and B. A-10 fir) 16E ?7 • Conduct HIV 1 & 2 Antibody Test. • Conduct Heavy Metals Test. • Provide Pre-exposure Rabies Vaccination Series & Rabies Titer (if previously immunized). • Provide Tetanus/Diphtheria Vaccination. • Conduct EKG's (with interpretation). • Conduct Cardiac Stress Test (with interpretation). • Conduct Functional Capacity Evaluation (with interpretation). • Conduct HAZWOPER Clearances (First Responders: CERCLA/SARA Requirements). • Conduct EPA Wellness Screenings (Hazardous Chemicals in Laboratories). • Review (or create) policies and procedures to assure compliance with OSHA standards as well as compliance with other certification and licensing bodies. • Understand applicable state and local regulations related to issues such as pharmaceutical and vaccine storage, County safety requirements and medical waste. Option 3- Medical Horne Model-The Provider shall be able to deliver the following services: Staffing for Medical Home Model • Receptionist Staff- forty (40) hours per week • Medical Technician* - sixty (60) hours per week • Medical Office Assistant- eight (8) hours per week • PA-C - sixty (60) hours per week • Physician Medical Director who will be responsible for increasing health awareness and improving the health and health outcomes for the population- eight (8) hours per week • Administrative Services - twenty (20) hours per week • double staffing and flex need for specialty services such as county wide biometric screening, random drug testing, and spirometry testing. The Medical Home Model includes the services required in the Expanded Model but is designed to become the centralized resource responsible for the coordination of the following: • Regular screening and measurement of the population as noted above. A-11 :1r) 16E7 • Establishing a data base to longitudinally assess improvements in the measures over time including cohort data. • Use the data collected to assist in developing additional programs targeting risks in the population. • Ensure that employees and spouses develop a strong relationship with a primary care physician. • Proactively interact with member's primary care and treating physician to ensure that they have access to screening data, knowledge of support programs and support in seeing that their orders are followed. In short the primary care and treating physician should see the staff of the clinic as an extension of their practice by ensuring patient compliance with treatment plans thus supporting the best possible patient outcome. • Proactively interact with the member and the member's family to ensure that they have access to screening data, have knowledge of support programs, access those programs, follow physician orders, and receive any and all support to achieve an optimal health outcome or deal with a terminal condition. • The provision of onsite limited pharmacy services which will stock sufficient medications to treat acute episodic illness and chronic disease and file those claims with the CCG's pharmacy benefit management firm, ensuring that pharmacy data from the clinic is included in the CCG's data warehouse that is supported by Verisk. • File claims for lab work and other services with the CCG's medical plan administrator so data from the clinic is incorporated into the CCG's data warehouse that is supported by Verisk. Option 4-Primary Care Model Staffing for Primary Care Model • Receptionist Staff- eighty (80) hours per week • Medical Technician* - eighty (80) hours per week • Medical Office Assistant- twenty (20) hours per week • PA-C - eighty (80) hours per week • Physician Medical Director who will be responsible for increasing health awareness and improving the health and health outcomes for the population - forty (40) hours per week • Office Manager/Administrative Services - forty (40) hours per week • double staffing and flex need for specialty services such as County wide biometric screening, random drug testing, and spirometry testing. A-12 CA.0 16E7 Under this model the clinic becomes the sole provider of all primary care as well as functioning as the medical home for the overall health management of the population. There would be significant economic consequences for members who seek to utilize primary care outside the CCG's clinic. The Primary Care Model would have responsibility for performing and coordinating all services and functions outlined in the Expanded Model and the Medical Home Model as well as the following: • Provide a freestanding facility • Provide the services of primary care including • File claims for primary care and other services with the CCG's medical Third Party Administrator 5. LABORATORY AND BIOMETRIC SCREENING SERVICES Under the Expanded, Medical Home, and Primary Care models, the CCG wishes for the Clinic to become the focal point for the Laboratory and Biometric Screening portion of the Invest in Your Health Program. The Provider shall be responsible for coordinating the annual Lab Draw and Biometric Screening program to assist members in meeting program qualifiers. The following laboratory panel will be measured as part of the program. The current laboratory panel shall consist of the following tests: • Hemoglobin A1C • Fasting Glucose • Lipid Panel • Kidney Function (BUN, eGFR, Creatine) • Serum Cotinine Any additional tests may be added to this list at the discretion of the County, and pricing for those tests shall be quoted in writing to the County and added to the existing price list. The cost to perform the draw shall be included in the clinic proposal price, however, the cost of the testing shall be billed separately to the County's third party administrator for payment. The CCG is interested in a simplified personal wellness report which communicates lab values, normative values and past values for comparison. The Provider shall also integrate lab values into a personal wellness profile report to be utilized by health coaches, clinic staff and wellness staff for health counseling purposes. The County reserves the right not to include the Laboratory and Biometric screening portion as part of the Provider's services, and to select a firm of its choosing. The County also reserves the right to implement the Laboratory and Biometric Screening Services portion of this Agreement in year two (2) or subsequent years of the Agreement. A-13 'C;1 O 1 6E7 Exhibit B Provider Pricing (following this page) B-1 1 6E7 0 00 E o2aoo , ,T oo °oRc ZO °v n,Wain oz- .74'4 m m.+ o Z E c E u°a us Tro 7A-0 O K; .z;,,..,•4-, a K 3 c 2 n - 0 .g O c o 'c c.c u 0u »»am»»u 0u »»»»» 0 0 °w.. °a vo° caoo ,n m o q ,n V m LE m N O3 o m L ry E O3 °a 1 V. o E v v u v n E n E os o= uV w1 ro. t; ¢L .<, .., _ a `o a `o l o o.- O o o_ u 0 u S»».m»» 0u »»»»» 3 °o .1'2.,9. E..6 0 o2a o,o o -.T ^' Li rvr3m°a o° 77,t N 0 11.,;o °a u o 30- u v u U U u u u u u u u u mrvo 8 z z z zz z z z z z z zz Si ` °o°o 5',0808 i°n u o o ^:7, 660. , 0 00 00 0 0o P1 ¢3 .+..o ,2 m m g '. 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E 57 & ; , g , c51 1 ig g ; e ? -8,21-.• -“, - 3'5- E22 g 505.55_ _27,2125_ „,1,—A5 L,Ii, 3 .ct-5 .3 ,F, 68 L _F3E- L.i2 ,i',Sn32 X'L'6,'3,212,-2 1 6E7 Exhibit C Provider Patient Dismissal Policy and Procedure Policy: It is the policy of this practice to maintain a cooperative and trusting physician-patient relationship with its patients. When such a physician-patient relationship has not been formed or a physician-patient relationship is no longer proceeding in a mutually productive manner, it is the policy of this practice to terminate the physician-patient relationship within the bounds of applicable state and federal laws, rules, and regulations; the American Medical Association guidelines, and this policy so that the patient can develop the type of trusting relationship with another physician that is essential to successful continued care and treatment. Procedure: 1. The physician identifies a patient with whom the physician-patient relationship has not been created or that has been affected negatively. The types of circumstances that can result in termination include, but are not limited to, the following: • Noncompliance with treatments recommended by the practice, physician, or other healthcare provider • Failure to pay, consistent with our payment policy • Consistent failure to keep appointments • Threatening, aggressive or abusive behavior directed at office staff, physicians, other healthcare providers, or patients • The patient engages in deceptive behavior or lies • The patient abuses medication • The patient is deemed to be uncooperative or behaviorally unmanageable • The patient refuses to cooperate with established grievance procedures 2. After making reasonable attempts to resolve the patient/physician relationship and physician determines patient should be discharged, the physician notifies the practice manager who will draft a letter to the patient. This letter must include the following: • Inform the patient of the discharge from the practice • Include reasons for the termination • Inform the patient that the practice will provide emergency care up to but no more than thirty (30) days from the date of the letter • Provide the patient with resources for choosing another competent physician to continue with his or her care • Attach a valid medical records release form c-1 16E7 • Explain to the patient that the practice values a mutually cooperative and trusting physician-patient relationship, which clearly does not exist • Identify any medical condition that requires immediate or continued care 3. Address the letter to the patient and send it by certified mail-return receipt requested. Also, send a copy by regular mail. 4. Place a copy of the letter directly into the patient's medical chart. • Record in the patient's medical record that the practice sent the patient a letter. • When appropriate, send a copy of the letter to the health insurance carrier or to any other appropriate entities or individuals within HIPAA guidelines. • Document noncompliance or other significant clinical issues in chart that resulted in the decision to terminate the relationship. 5. Place appropriate flagging of the patient discharge in the patient's medical chart, as well as in the scheduling system. C-2 0 16E7 Exhibit D Business Associate Agreement (following this page) D-1 C AO 1 6E7 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into between COLLIER COUNTY("Covered Entity") and Millennium Physician Group, LLC, located at 6321 Daniels Parkway, Suite 201, Suite 201, Fort Myers, Florida 33921 ("Business Associate"), effective as of this'kkkday of SE ,c,.,\c‘`,.<--, 2014(the "Effective Date"). WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an arrangement pursuant to which Business Associate may provide services for Covered Entity that require Business Associate to access, create and use Protected Health Information ("PHI") that is confidential under state and/or federal law; and WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI disclosed by Covered Entity to Business Associate, or collected or created by Business Associate, in compliance with the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA"), and the regulations promulgated there under, including, without limitation, the regulations codified at 45 CFR Parts 160 and 164 ("HIPAA Regulations"); the Health Information Technology for Economic and Clinical Health Act, as incorporated in the American Recovery and Reinvestment Act of 2009, and its implementing regulations and guidance issued by the Secretary of the Department of Health and Human Services (the "Secretary") (the "HITECH Act"); and other applicable state and federal laws, all as amended from time to time, including as amended by the Final Rule issued by the Secretary on January 17, 2013 titled "Modifications to the HIPAA Privacy, Security, Enforcement, and Breach Notification Rules under the Health Information Technology for Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules"; and WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI, which are met by this Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and the exchange of information pursuant to this Agreement,the parties agree as follows: 1. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to them in the HIPAA Regulations or the HITECH Act, as applicable unless otherwise defined herein. 2. Obligations and Activities of Business Associate. a. Permitted Uses and Disclosures. Business Associate shall only Use or Disclose PHI for the purposes of (i) performing Business Associate's obligations under Exhibit A of this Agreement("Exhibit A")and as permitted by this Agreement; or(ii) as permitted or Required By Law; or (iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further Disclose PHI other than as permitted or required by this Agreement or as Required By Law. Further, Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation of the HIPAA Regulations or the HITECH Act if so used by Covered Entity, except that Business Associate may Use PHI (i) for the proper management and administration of Business Associate; and (ii) to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI for the Page 1 of 9 16E7 proper management and administration of Business Associate, to carry out its legal responsibilities or for payment purposes as specified in 45 CFR § 164.506(c)(1)and (3), including but not limited to Disclosure to a business associate on behalf of a covered entity or health care provider for payment purposes of such covered entity or health care provider, with the expectation that such parties will provide reciprocal assistance to Covered Entity, provided that with respect to any such Disclosure either: (i)the Disclosure is Required By Law; or (ii) for permitted Disclosures when Required By Law, Business Associate shall obtain a written agreement from the person to whom the PHI is to be Disclosed that such person will hold the PHI in confidence and will not use and further disclose such PHI except as Required By Law and for the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will notify Business Associate of any instances of which it is aware in which the confidentiality of the PHI has been breached. b. Appropriate Safeguards. Business Associate shall implement administrative, physical and technical safeguards that (i) reasonably and appropriately protect the confidentiality, integrity and availability of electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity; and (ii) prevent the Use or Disclosure of PHI other than as contemplated by Exhibit A and this Agreement. c. Compliance with Security Provisions. Business Associate shall: (i) implement and maintain administrative safeguards as required by 45 CFR § 164.308, physical safeguards as required by 45 CFR § 164.3 10 and technical safeguards as required by 45 CFR § 164.3 12; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR § 164.3 16; and (iii) be in compliance with all requirements of the HITECH Act related to security and applicable as if Business Associate were a"covered entity,"as such term is defined in HIPAA. d. Compliance with Privacy Provisions. Business Associate shall only Use and Disclose PHI in compliance with each applicable requirement of 45 CFR § 164.504(e). Business Associate shall comply with all requirements of the HITECH Act related to privacy and applicable as if Business Associate were a "covered entity," as such term is defined in HIPAA. To the extent Business Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part 164, Business Associate shall comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligation(s). e. Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable and mandated by law, any harmful effect that is known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of the requirements of this Agreement. f. Encryption. To facilitate Business Associate's compliance with this Agreement and to assure adequate data security, Covered Entity agrees that all PHI provided or transmitted to Business Associate pursuant to Exhibit A shall he provided or transmitted in a manner which renders such PHI unusable, unreadable or indecipherable to unauthorized persons,through the use of a technology or methodology specified by the Secretary in the guidance issued under section 13402(h)(2) of the HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach requiring patient notification under the HITECH Act and further agrees that Business Associate shall have no liability for any Breach caused by such failure. 3. Reporting. a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall Page 2 of 9 ve 16E7 report to Covered Entity a successful Security Incident or any Use and/or Disclosure of PHI other than as provided for by this Agreement or permitted by applicable law within a reasonable time of becoming aware of such Security Incident and/or unauthorized Use or Disclosure (but not later than five (5) days thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take (i) prompt action to cure any such deficiencies as reasonably requested by Covered Entity, and(ii)any action pertaining to such Security Incident and/or unauthorized Use or Disclosure required by applicable federal and state laws and regulations. If such successful Security Incident or unauthorized Use or Disclosure results in a Breach as defined in the HITECH Act, then Covered Entity shall comply with the requirements of Section 3.b below. b. Breach of Unsecured PHI. The provisions of this Section 3.b are effective with respect to the Discovery of a Breach of Unsecured PHI occurring on or after September 23, 2009. With respect to any unauthorized acquisition, access, Use or Disclosure of Covered Entity's PHI by Business Associate, its agents or subcontractors, Business Associate shall (i) investigate such unauthorized acquisition, access, Use or Disclosure; (ii) determine whether such unauthorized acquisition, access, Use or Disclosure constitutes a reportable Breach under the HITECH Act; and (iii) document and retain its findings under clauses (i) and (ii). If Business Associate Discovers that a reportable Breach has occurred, Business Associate shall notify Covered Entity of such reportable Breach in writing within five (5)days of the date Business Associate Discovers such Breach. Business Associate shall be deemed to have discovered a Breach as of the first day that the Breach is either known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach, or by exercising reasonable diligence should have been known to Business Associate or any of its employees, officers or agents, other than the person who committed the Breach. To the extent the information is available to Business Associate, Business Associate's written notice shall include the information required by 45 CFR § 164.410(c). Business Associate shall promptly supplement the written report with additional information regarding the Breach as it obtains such information. Business Associate shall cooperate with Covered Entity in meeting Covered Entity's obligations under the HITECH Act with respect to such Breach. 4. Business Associate's Agents. To the extent that Business Associate uses one or more subcontractors or agents to provide services under Exhibit A, and such subcontractors or agents receive or have access to PHI, Business Associate shall sign an agreement with such subcontractors or agents containing substantially the same provisions as this Agreement. 5. Rights of Individuals. a. Access to PHI. Within ten (10) days of receipt of a request by Covered Entity, Business Associate shall make PHI maintained in a Designated Record Set available to Covered Entity or, as directed by Covered Entity, to an Individual to enable Covered Entity to fulfill its obligations under 45 CFR § 164.524. Subject to Section 5.b below, (i) in the event that any Individual requests access to PHI directly from Business Associate in connection with a routine billing inquiry, Business Associate shall directly respond to such request in compliance with 45 CFR § 164.524; and (ii) in the event such request appears to be for a purpose other than a routine billing inquiry, Business Associate shall forward a copy of such request to Covered Entity and shall fully cooperate with Covered Entity in responding to such request. In either case, a denial of access to requested PHI shall not be made without the prior written consent of Covered Entity. b. Access to Electronic Health Records. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI, then, to the extent an Individual has the right to request a copy of the PHI maintained in such Electronic Health Record pursuant to 45 CFR § 164.524 and makes such a request to Business Associate, Business Associate shall Page 3 of 9 1 6E7 4 provide such individual with a copy of the information contained in such Electronic Health Record in an electronic format and, if the Individual so chooses, transmit such copy directly to an entity or person designated by the Individual. Business Associate may charge a fee to the individual for providing a copy of such information, but such fee may not exceed Business Associate's labor costs in responding to the request for the copy. The provisions of 45 CFR § 164.524, including the exceptions to the requirement to provide a copy of PHI, shall otherwise apply and Business Associate shall comply therewith as if Business Associate were the "covered entity," as such term is defined in HIPAA. At Covered Entity's request, Business Associate shall provide Covered Entity with a copy of an Individual's PHI maintained in an Electronic Health Record in an electronic format and in a time and manner designated by Covered Entity in order for Covered Entity to comply with 45 CFR § 164.524, as amended by the HITECH Act. c. Amendment of PHI. Business Associate agrees to make any amendment(s)to PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 at the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity. d. Accounting Rights. This Section 5.d is subject to Section 5.e below. Business Associate shall make available to Covered Entity, in response to a request from an Individual, information required for an accounting of disclosures of PHI with respect to the Individual, in accordance with 45 CFR § 164.528, incorporating exceptions to such accounting designated under such regulation. Such accounting is limited to disclosures that were made in the six (6) years prior to the request and shall not include any disclosures that were made prior to the compliance date of the HIPAA Regulations. Business Associate shall provide such information as is necessary to provide an accounting within ten (10) days of Covered Entity's request. Such accounting must he provided without cost to the Individual or to Covered Entity if it is the first accounting requested by an Individual within any six (6) month period; however, a reasonable, cost-based fee may be charged for subsequent accountings during that period if Business Associate informs Covered Entity and Covered Entity informs the Individual in advance of the fee, the Individual is afforded an opportunity to withdraw or modify the request and charging such fee is not otherwise contrary to law. Such accounting obligations shall survive termination of this Agreement and shall continue as long as Business Associate maintains PHI. e. Accounting of Disclosures of Electronic Health Records. The provisions of this Section 5.e shall be effective on the date specified in the HITECH Act. If Business Associate is deemed to use or maintain an Electronic Health Record on behalf of Covered Entity, then, in addition to complying with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of any Disclosures made through such Electronic Health Record for Treatment, Payment and Health Care Operations, as applicable. Such accounting shall comply with the requirements of the HITECH Act. Upon request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in the time and manner specified by Covered Entity and in compliance with the HITECH Act. Alternatively, if Covered Entity responds to an Individual's request for an accounting of Disclosures made through an Electronic Health Record by providing the requesting Individual with a list of all business associates acting on behalf of Covered Entity, then Business Associate shall provide such accounting directly to the requesting Individual in the time and manner specified by the HITECH. Act. f. Agreement to Restrict Disclosure. If Covered Entity is required to comply with a restriction on the Disclosure of PHI pursuant to Section 13405 of the HITECH Act, then Covered Entity shall, to the extent necessary to comply with such restriction,provide written notice to Business Associate of the name of the Individual requesting the restriction and the PHI affected thereby. Business Associate shall, upon receipt of such notification,not Disclose the identified PHI to any health plan for the purposes of carrying out Payment or Health Care Operations, except as otherwise required by law. Covered Entity shall also notify Business Associate of any other restriction to the Use or Disclosure of PHI that Covered Page 4 of 9 1 6E7 Entity has agreed to in accordance with 45 CFR § 164.522. 6. Remuneration and Marketing. a. Remuneration for PHI. This Section 6.a shall be effective with respect to exchanges of PHI occurring six (6) months after the date of the promulgation of final regulations implementing the provisions of Section 13405(d) of the HITECH Act. On and after such date, Business Associate agrees that it shall not, directly or indirectly, receive remuneration in exchange for any PHI of Covered Entity except as otherwise permitted by the HITECH Act. b. Limitations on Use of PHI for Marketing Purposes. Business Associate shall not Use or Disclose PHI for the purpose of making a communication about a product or service that encourages recipients of the communication to purchase or use the product or service, unless such communication: (I)complies with the requirements of subparagraph (i), (ii) or(iii) of paragraph (1) of the definition of marketing contained in 45 CFR § 164.501, and (2) complies with the requirements of subparagraphs (A), (B) or (C) of Section 13406(a)(2) of the HITECH Act, and implementing regulations or guidance that may be issued or amended from time to time. Covered Entity agrees to assist Business Associate in determining if the foregoing requirements are met with respect to any such marketing communication. 7. Governmental Access to Records. Business Associate shall make its internal practices, books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Regulations and the HITECH Act. Except to the extent prohibited by law, Business Associate agrees to notify Covered Entity of all requests served upon Business Associate for information or documentation by or on behalf of the Secretary. Business Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the Secretary concurrently with providing such PHI to the Secretary. 8. Minimum Necessary. To the extent required by the HITECH Act, Business Associate shall limit its Use, Disclosure or request of PHI to the Limited Data Set or, if needed, to the minimum necessary to accomplish the intended Use, Disclosure or request, respectively. Effective on the date the Secretary issues guidance on what constitutes "minimum necessary" for purposes of the HIPAA Regulations, Business Associate shall limit its Use, Disclosure or request of PHI to only the minimum necessary as set forth in such guidance. 9. State Privacy Laws. Business Associate shall comply with state laws to extent that such state privacy laws are not preempted by HIPAA or the HITECH Act. 10. Termination. a. Breach by Business Associate. If Covered Entity knows of a pattern of activity or practice of Business Associate that constitutes a material breach or violation of Business Associate's obligations under this Agreement, then Covered Entity shall promptly notify Business Associate. With respect to such breach or violation, Business Associate shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Business Associate, Covered Entity may terminate its relationship with Business Associate. b. Breach by Covered Entity. If Business Associate knows of a pattern of activity or practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations under this Agreement, then Business Associate shall promptly notify Covered Entity. With respect to Page 5 of 9 16E7 such breach or violation, Covered Entity shall take reasonable steps to cure such breach or end such violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to Covered Entity, Business Entity may terminate its relationship with Covered Entity. c. Automatic Termination. This Agreement will automatically terminate, without any further action by the parties hereto, at such time as there are no longer any Service Agreements by and between the parties hereto. d. Effect of Termination. Upon termination of this Agreement for any reason, Business Associate shall either return or destroy all PHI, as requested by Covered Entity, that Business Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of such PHI. If Covered Entity requests that Business Associate return PHI, such PHI shall be returned in a mutually agreed upon format and timeframe. If Business Associate reasonably determines that return or destruction is not feasible, Business Associate shall continue to 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 of such PHI not feasible. If Business Associate is asked to destroy the PHI, Business Associate shall destroy PHI in a manner that renders the PHI unusable, unreadable or indecipherable to unauthorized persons as specified in the HITECH Act. 11. Amendment, The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Agreement may be required to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement any new or modified standards or requirements of HIPAA, the HIPAA Regulations, the HITECH Act and other applicable laws relating to the security or confidentiality of PHI. Upon the request of Covered Entity, Business Associate agrees to promptly enter into negotiation concerning the terms of an amendment to this Agreement incorporating any such changes. 12. No Third Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business Associate and their respective successors or assigns, any rights,remedies, obligations or liabilities whatsoever. 13. Effect on Underlying Arrangement. In the event of any conflict between this Agreement and any underlying arrangement between Covered Entity and Business Associate,the terms of this Agreement shall control. 14. Survival. The provisions of this Agreement shall survive the termination or expiration of any underlying arrangement between Covered Entity and Business Associate. 15. Interpretation. This Agreement shall he interpreted as broadly as necessary to implement and comply with HIPAA, the HIPAA Regulations and the HITECH Act. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with such laws. 16. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida. 17.Notices. All notices required or permitted under this Agreement shall be in writing and sent to the other party as directed below or as otherwise directed by either party, from time to time, by written notice to the other. All such notices shall be deemed validly given upon receipt of such notice by certified mail, postage prepaid, facsimile transmission, e-mail or personal or courier delivery: Page 6 of 9 16E7 If to Covered Entity: Collier County Government Center 3301 Tamiami Trial E. Naples,FL 34112 Attn: Risk Management Director Telephone no: 239-252-8461 Facsimile no: 239-252-8048 If to Business Associate: Millennium Physician Group, LLC 6321 Daniels Parkway, Suite 201, Suite 201 Fort Myers, Florida 33921 Attention: Bob Bray, Chief Administrator Officer Telephone: 855-674-7400 Facsimile: 855-674-7401 18. Indemnification. The Business Associate shall indemnify and hold harmless Covered Entity and any of Covered Entity's affiliates, directors, officers, employees and agents from and against any claim, cause of action, liability, damage, cost or expense (including reasonable attorney's fees)arising out of or directly relating to any non-permitted disclosure of Protected Health Information or other breach of this Agreement by Business Associate or any affiliate, director, officer, employee, agent or subcontractor of Business Associate. 19. Miscellaneous. a. Severability. In the event that any provision of this Agreement is adjudged by any court of competent jurisdiction to be void or unenforceable, all remaining provisions hereof shall continue to be binding on the parties hereto with the same force and effect as though such void or unenforceable provision had been deleted. b. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy hereunder preclude any other further exercise thereof or the exercise of any other right, power or remedy. The rights provided hereunder are cumulative and not exclusive of any rights provided by law. c. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof, and supercedes any prior or contemporaneous verbal or written agreements, communications and representations relating to the subject matter hereof. d. Counterparts, Facsimile. This agreement may be signed in two or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. A copy of this Agreement bearing a facsimile signature shall be deemed to be an original. Page 7 of 9 0b U 1 6E ? IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as of the date first set forth above. COVERED ENTITY: BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA By: ff alker, Director of Risk Management AI Ili First Witness,= BUSINESS ASSOCIATE: a Signature Millennium Physician Group, LLC I G EN R I1 ki t eya n/ "��— E By: Print Name: Print Name: 1iv. 6—pc Se clo nd Witness: / , -Vl P Title: ,:-"e.-. Signature CA C. . C ?c - Print Name: As to Form and Legality: J ,2ILL S Teach Deputy County Attorney Page 8 of 9 OA 16E1 EXHIBIT A The following services to be performed by Business Associate require Business Associate to access, create and use PHI on behalf of Covered Entity in accordance with the Agreement: The Agreement for Collier County On-Site Medical Clinic between Collier County and Millennium Physician Group, LLC, is hereby incorporated and made an integral part of this Agreement. Page 9 of 9 _j% ___---, . 16E7 ACORD CERTIFICATE OF LIABILITY INSURANCE 8%26/2oiaYY) 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Blake Waggoner Iron Ridge Insurance Services, LLC (aC.NNo Extl: (800)775-8526 FAX INC. (800)775-8526 13700 Cypress Terrace Circle aD DRes s:bwaggoner @ironridgeinsurance.com INSURER(S)AFFORDING COVERAGE NAIC# Fort Myers FL 33907 INSURERA:First Community Insurance 13990 INSURED INSURERB:RetailFirst Insurance Company 10700 Millennium Physician Group, LLC INSURER C Medical Protective Company 11843 19531 Cochran Blvd INSURER D: INSURER E: Port Charlotte FL 33948 INSURERF: COVERAGES CERTIFICATE NUMBER:CL1482601268 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 CONTRACT OR 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 ADDL SUBR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY EFF POLICY EXP IMMIDDIYYYY) (MMIDD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES(Ea occurrence) $ 300,000 A CLAIMS-MADE X OCCUR X 09-0004993576-3-01 5/28/2014 5/28/2015 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $ 4,000,000 37 POLICY PRO- n — — JECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) _ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED — — AUTOS AUTOS BODILY INJURY(Per accident) $ HIRED AUTOS NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) $ _ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED _ RETENTION$ $ B WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY YIN TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER andatory in NH)EXCLUDED? N/A (Mandatory 1/1/2014 1/1/2015 If yes,describe under E.L.DISEASE-EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Medical Professional G00745 1/1/2014 1/1/2015 Per claim 1,000,000 Annual Aggregate 3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Board of County Commission ACCORDANCE WITH THE POLICY PROVISIONS. 3299 Tamiami Trail East Suite 303 AUTHORIZED REPRESENTATIVE Naples, FL 34112-5746 �°-"^�'�^ L ' C N°c V Norman Lutz/NORM ACORD 25(2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. INS025 mmnn5l ni Tha A(:f1Rr1 nama anri Innn arc ranictcrari marks of 4C f1Rr1