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Backup Documents 10/11/2016 Item #16E12 O GINAL UTING SL ' ORACCOMPANY A L ORIGINAL SENT re r_ l� 0 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE ..��nn{{ Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to thn2tt�Wl5Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney ice no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Risk Ma gement 1'h Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already compl e t exception of the Chairman's signature,draw a line through routing lines 41 through#2.complete the checklist,and forward to the County Attom - Routed by Procurement Services to the Following Addressee(s) (In routing order) Office Initials Date 1. Risk Management Risk (� -)3-)(0 2. County Attorney Office County Attorney Office CrA ( ID ' 10.1(4 3. BCC Office Board of County Commissioners \ 5/ 07--`-\\Ce. 4. Minutes and Records Clerk of Court's Office (s4 2-110t0 ( :3°Q1k 5. Return to Procurement Services Procurement Services Division Contact: Viviana Giarimoustas PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Pte T, m • qua , Phone Number 2527; Procurement Staff Strategist Rhonda Burns 252-8941 Contact and Date Agenda Date Item was 10/11/2016✓ Agenda Item Number r:2 / Approved by the BCC Type of Document Contract .Z,. �,55G,j k Number of Original 2 Attached f�N � Documents Attached PO number or account N/A Solicitation/Contract I f4b,,,Naples number if document is Number/Company Physican Hospital l to be recorded Name ✓ INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not appropriate. p (Initial) Applicable) 1. Does the document require the chairman's original signature? 5`M �i V8 j 'e 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 ! by the Office of the County Attorney. 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 fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's VG signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip Vt should be provided to the County Attorney Office at the time the item is input into SIRE. i-A Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on the date above and all changes made VG 'r' during the meeting have been incorporated in the attached document. The County w • 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 the -. "; r Chairman's signature. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised . 4.05;Revised 11/30/12 16E12 6 E MEMORANDUM Date: October 21, 2016 To: Camille Shim-Marinos Procurement Services From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #16-6646 "Onsite Health Advocacy Coaching Services" Contractor: Naples Physician Hospital d/b/a Community Health Partners Attached is an original of the document referenced above, (Item #16E12) approved by the Board of County Commissioners on Tuesday, October 11, 2016. The second original has been held by the Minutes and Records Department as part of the Board's Official Record. If you have any questions, please contact me at 252-8411. Thank you. Attachment 2 16E12 AGREEMENT 16-6646 for Onsite Health Advocacy Coaching Services Oh THIS AGREEMENT, made and entered into on this II day of OcAobar 2016, by and between Naples Physician Hospital Organization, Inc. d/b/a Community Health Partners, authorized to do business in the State of Florida, whose business address is 851 Fifth Avenue North, Suite 201, Naples, Florida 34102, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a two (2) year period, commencing on January 1, 2017, and terminating on (2) year(s) from that date or until all outstanding Purchase Orders issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1) additional two (2) year period. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Contractor shall provide assistance, coaching and direction to the participants and serve as the "hub" whereby participants begin the qualifying process in accordance with the terms and conditions of RFP #16-6646 "Onsite Health Advocacy Coaching Service," Exhibit A — Scope of Work, and the Contractor's proposal referred to herein and made an integral part of this Agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 3. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement the fixed price monthly amount in Exhibit B — Fee Schedule and per the price methodology as defined in Section 3.1. Payment will be made upon receipt of a proper invoice and upon approval by the Risk Management Director, or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Page 1 of 13 Agreement#16-6646"onsite Health Advocacy Coaching Services" 1 a 3,) -50 3.1 Price Methodology: Lump Sum (Fixed Price): a firm fixed total price offering for a project; the risks are transferred from the County to the Contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. 3.2 Any County agency may purchase services under this Agreement, provided sufficient funds are included in their budget(s). 3.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4. SALES TAX. Contractor 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. 5. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: Naples Physician Hospital Organization d/b/a Community Health Partners 851 Fifth Avenue North, Suite 201 Naples, Florida 34102 Attention: Kathy Jardone, Chief Operating Officer Telephone: 239-659-7700 Facsimile: 239-659-7799 Email: kjardone@chealthpartners.com All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Procurement Services Division 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Director, Procurement Services Division Telephone: 239-252-8407 Facsimile: 239-252-6480 Page 2 of 13 Agreement#16-6646"Onsite Health Advocacy Coaching Services" ) 16E12 The Contractor 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. 6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. 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 Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 8. NO IMPROPER USE. The Contractor will not use, nor 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 such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor 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, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 9. TERMINATION. Should the Contractor be found to have failed to perform his 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, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor 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. Page 3 of 13 Agreement#16-6646"Onsite Health Advocacy Coaching Services" 1 6 E 1 2 10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Contractor shall provide insurance as follows: 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 Contractors; 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 $100,000 for each accident. C. Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor 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 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 Contractor during the duration of this Agreement. The Contractor 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. Contractor 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 Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor 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 Contractor, 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 Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or Page 4 of 13 Agreement#16-6646"Onsite Health Advocacy Coaching Services" e 1 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. 12.1 The duty to defend under this Article 12 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, 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 Contractor. Contractor's obligation to indemnify and defend under this Article 12 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. 13. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Risk Management Division. 14. CONFLICT OF INTEREST. Contractor 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. Contractor further represents that no persons having any such interest shall be employed to perform those services. 15. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), RFP #16-6646, Exhibit A - Scope of Work, Exhibit B — Fee Schedule, and Exhibit C — Business Associate Agreement. 16. 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. 17. 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 Agreement held by the individual and/or firm for cause. 18. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor 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, Page 5 of 13 Agreement#16-6646"Onsite Health Advocacy Coaching Services' In io 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 (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws Page 6 of 13 Agreement#16-6646"Onsite Health Advocacy Coaching Services" e40 16E12 6 referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 19. 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 Agreement to other governmental entities at the discretion of the successful proposer. 20. 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. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 22. 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 Contractor 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 agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board 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. 23. 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. AGREEMENT STAFFING. The Contractor's personnel and management to be utilized for this Agreement 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 Agreement. The Contractor shall assign as many people as necessary to complete the required services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet required service. 26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal (RFP), the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. Page 7 of 13 Agreement#16-6646"Onsite Health Advocacy Coaching Services" 1 (b) i 27. ASSIGNMENT. Contractor 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 Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 28. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS4colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. Page 8 of 13 Agreement#16-6646"Onsite Health Advocacy Coaching Services w .... �aa6trlq t� 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. 4 BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUNTY, FLORIDA Dwight E. Broch,,Clerk of Courts legc., B. : By: / Donn Fiala, Chairman b ,' Dated: J t fkj SEAL Attest as to Chairman's signature only Naples Physician Hospital Organization, Inc. d/b/a Community Health Partners Contractor 4011 6By: ��L Fir t Witness ! Signat e ,G . J card erne 4evt n r- P +o b -d TType/print Witness nameTType/print signs ure and titleT e ,polar\ iso Aa.fr---c_J- Seco.nd Witness SYIVIP.P.a . tAo11ard TType/print witness nameT Approved as to Form and Legality: (W12°A. 11 /404A--Q-- ssistant County Attorney Cd seen M . eireen- Print Name iitem# 1 i1Q it‘.genda Date I G I It 1119 1 Date C Re 'd 1°)011/1(0 1 02-0__ONALLI-k, 1, ' 7:::ty Cerk Page 9 of 13 Agreement#16-6646"Onsite Health Advocacy Coaching Services" IÔET12 1 ______, .4CPHYSI-6 OP ID:CD L.--- CERTIFICATE OF LIABILITY INSURANCE I DATE(MMDDJYYYY) 08/30/2016 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(les)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 Insurance and Risk Management NAME: William H.Kuhlman,CPCU,ARM Services,Inc. PE 8950 Fontana Del Sol Way#200 rHONALe.E:u:239-649-1444 1 FAX No).239-649-7933 Naples,FL 34109-4374 AODREss: William H.Kuhlman,CPCU,ARM INSURER(S)AFFORDING COVERAGE NAIL f/ INSURER A:Hartford Casualty Insurance INSURED Naples Physician Hospital Organization,Inc. tnlsuRERB:FCCI Insurance Company 10178 851 5th Avenue North,#201 INSURER c:Darwin Select Insurance Co. 24319 Naples,FL 34102 INSURER e: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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. IN SR AUDI SUER LTR TYPE OF INSURANCE INSD VD POLICY NUMBER (MMDDIYYYY) (M WM/DD I LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 2,000,000 ■CLAIMS-MADE I X I OCCUR X 21SBABV9041 01/01/2016 01/01/2017 IIMSEESEMI III 5 300,000 IIIMED EXP(Any one person) S 10,000 PERSONAL&ADV INJURY 5 2,000,000 GENL AGGREGATE LIMIT APPLIES PER: II - GENERAL AGGREGATE s 4,000,000 mi POLICY I I JECI I LOC PRODUCTS-COMPIOPAGG 5 4,000,000 OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT A Ea accidentS 2,000,000 ANY AUTO 21SBABV9041 01/01/2016 01/01/2017 BODILY INJURY(Per person) 5 ME ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) S =III©HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE 5 Per accident X UMBRELLA LIAB OCCUR s X A ■ EXCESS LIAB CLAIMS-MADE 21SBABV9041 EACH OCCURRENCE S 2,000,000 01/01/2016 01/01/2017 AGGREGATE 5 DED X RETENTIONS 10000 WORKERS COMPENSATION 5 PER AND EMPLOYERS'LIABILITY X STATUTE X OR H- B ANYPROPRIEfOR/PARTNERJEXECUTNE YIN 001WC16A73097 OFFICER/MEMBER EXCLUDED? NIA 01/01/2016 01/01l2017 EL EACH ACCIDENT 5 1,000,000 (Mandatory In NH) If yes,describe under EL DISEASE-EA EMPLOYEE 5 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 5 1,000,000 C Professional Uab 03043578 01/01/2016 01/01/2017 Gen Agg 4,000 000 Claims Made Occur 4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if mere space is required) Collier County Government Purchasing Department is listed as Additional Insured with 30 Days Notice of Cancellation as respects to General Liability. CERTIFICATE HOLDER CANCELLATION COLLC18 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Government Purchasing Department THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail East Naples,FL 34112 AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD 16E1 �' ® Exhibit A: Scope of Work At a minimum, the Contractor must demonstrate the ability to perform the following: 1. Provide onsite health coaching services. Off site telephonic services will not be accepted. 2. Deliver a website through which members can obtain information, schedule biometric testing, or schedule health advocate appointments. 3. Oversee onsite biometric events including scheduling, site setup, coordination with the vendor, quality control and quality improvement, and all services necessary to assure a successful event. 4. Coordinate bi-weekly telephonic meetings with contracted biometric vendor for operational and customer service issues. 5. Employ health coaches who present the necessary professional medical education, training, work history and interpersonal skillset to deliver high quality services to members; who have experience managing onsite biometric testing programs and events; who present outstanding interpersonal skills; who present a demonstrated ability to manage a complex wellness based program similar to the County's program. 6. Provide face to face and group coaching meetings. 7. Demonstrate the ability to interact and coordinate with the local physician community, as needed. 8. Possess the ability to accept and maintain biometric data from the County's biometric testing vendor. Supply wellness staff biometric encrypted member data as programs necessitate. 9. Must be able to produce or develop a comparative, multi-year member wellness report from data collected, if requested. 10.Track and report member participation on a monthly basis at the Invest in Your Health meetings. Report New You weight program participant progress at monthly medical team meetings. 11.Demonstrate experience in the coordination and management of onsite biometric testing clinics and events. These events employ the use of venipuncture. Page 10 of 13 Agreement#16-6646"Onsite Health Advocacy Coaching Services"C40 16E12 12.Demonstrate a wellness coaching philosophy and methodology. Sessions emphasize goal setting with follow-up for members identified with 3 health risks. 13. Design program "qualifying" engagement forms to record member health coach encounters. Maintain detailed documentation on members as to meeting 'qualifiers'. Documentation is shared with the wellness staff upon request. 14. Develop or assist in the development of a scope of services; oversee, recommend and implement a separately sourced online member portal for future implementation, if requested. The County reserves the right to contract directly for a portal; utilize the vendor's portal; or access a standalone portal through the selected vendor. 15.Demonstrate the ability to resource and coordinate the delivery of care to members based upon the results of their biometric screening. 16.Deliver or coordinate the delivery of educational programs. 17.Provide flexible scheduling and the resources necessary to manage periods of high service requirements. 18.Ensure the highest member participation rate is maintained through a variety of communication methods. 19.Attend and present services at annual open enrollment meetings and monthly New Hire Orientation sessions. 20.Annual pricing, payable in monthly installments is preferred. 21.Must be fully HIPAA compliant and comply with the Business Associate Agreement with the County, attached hereto as Exhibit C. 22.Must present a method of receiving and compiling member feedback and submit to the County the data on a quarterly basis. * * * * * Page 11 of 13 Agreement#16-6646"Onsite Health Advocacy Coaching Services 1 AA Exhibit B—Fee Schedule Term Yearly Fee — Paid on a Monthly Basis January 1, 2017 through December 31, 2017 $384,000 annually ($32,000 per month) January 1, 2018 through December 31, 2018 $395,520 annually ($32,960 per month) January 1, 2019 through December 31, 2019 $407,388 annually ($33,949 per month) January 1, 2020 through December 31, 2020 $407,388 annually ($33,949 per month) January 1, 2021 through December 31, 2021 $407,388 annually ($33,949 per month) January 1, 2022 through December 31, 2022 $407,388 annually ($33,949 per month) Page 12 of 13 Agreement#16-6646"Onsite Health Advocac Coachin Servic tib® f: ') Exhibit C — Business Associate Agreement (following this page) Page 13 of 13 Agreement#16-6646"Onsite Health Advocacy Coaching Servicesr,.40 1 6 E12 BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is entered into between COLLIER COUNTY("Covered Entity") and Naples Physician Hospital Organization, Inc. d/b/a Community Health Partners, ("Business Associate"), effective as of this ( day of 0r, 'et' , 2016 (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. Page 1 of 10 Agreement No. 16-6646"Onsite Health Advocacy Coaching Services 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 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 § 164.310 and technical safeguards as required by 45 CFR § 164.312; (ii) implement and document reasonable and appropriate policies and procedures as required by 45 CFR § 164.316; 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 be 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. Page 2 of 10 Agreement No. 16-6646"Onsite Health Advocacy Coaching Services 0 4 ....., 12 3. Reporting. a. Security Incidents and/or Unauthorized Use or Disclosure. Business Associate shall 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. Page 3 of 10 Agreement No. 16-6646"Onsite Health Advocacy Coaching Services Ca.'''. 1 6 E 41 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 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. Page 4 of 10 Agreement No. 16-6646"Onsite Health Advocacy Coaching Services 0 16E12 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 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. Page 5 of 10 Agreement No. 16-6646"Onsite Health Advocacy Coaching Services 0 2 16E12 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 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. Page 6 of 10 Agreement No. 16-6646"Onsite Health Advocacy Coaching Services 0 16E12 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: If to Covered Entity: Collier County Government Center 3311 Tamiami Trail E. Naples, FL 34112 Attn: Risk Management Director Telephone: 239-252-8461 Facsimile: 239-252-8048 If to Business Associate: Naples Physician Hospital Organization d/b/a Community Health Partners 851 Fifth Avenue North, Suite 201 Naples, Florida 34102 Attention: Kathy Jardone,Chief Operating Officer Telephone: 239-659-7700 Facsimile: 239-659-7799 Email: kjardone@chealthpartners.com 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. Page 7 of 10 Agreement No. 16-6646"Onsite Health Advocacy Coaching Services 1 E 1 2 6 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. (signature page to follow) Page 8 of 10 Agreement No. 16-6646"Onsite Health Advocacy Coaching Services 0 16E12 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: ‘„,,,./A- - ___ GL�.�__, 2T/ Iker, Director of Risk Management Fir t Witness: ��_ BUSINESS ASSOCIATE: 0.-6 Si nature Naples Physician Hospital Organization �l P y P g "'*"' Cit' '(1\i\ •J�C8 (7 e d/b/a Comm tty Health Partners Print Name: a. By: Second Witness: Print Name: i (\ 00 ec Signature Title: 14 0 (� (Tha Y11Y0(?f \-\ \\R Y Print Name: As to Form and Legality: Thif)ORS— ssistant County Attorney Page 9 of 10 Agreement No. 16-6646"Onsite Health Advocacy Coaching Services (r3 { e4 EXHIBIT A The services to be performed by Business Associate require Business Associate to access, create and use PHI on behalf of Covered Entity in accordance with Agreement No. 16-6646 "Onsite Health Advocacy Coaching Services." Page 10 of 10 Agreement No. 16-6646"Onsite Health Advocacy Coaching Services