Agenda 12/13/2016 Item #16E2 16.E.2
12/13/2016
EXECUTIVE SUMMARY
Recommendation to approve and authorize the Chairman to sign an Amended and Restated
Agreement with Naples Physician Hospital Organization d/b/a Community Health Partners for
Utilization Management and Large Case Management Services.
OBJECTIVE: To continue providing the services of Naples Physician Hospital Organization d/b/a
Community Health Partners (hereinafter "Community Health Partners") for Utilization Management and
Large Case Management Services to the Collier Group Health Plan.
CONSIDERATIONS: The Board of Commissioners, through the Risk Management Division, offers a
comprehensive group insurance program to its employees and their eligible dependents. The program
includes a partially self-funded group health plan also known as the"Plan."
In order to properly manage the Plan and control costs, the County employs the services of a Utilization
Management and Large Case Management firm to control hospital length of stay and to provide case
management services for severe, complex cases. Currently, the County utilizes Community Health
Partners for these services as well as the Smartchoice, Health Advocacy and Workcare Programs
(hereinafter "Programs"). The existing Agreement (#12-5854) will expire on December 31, 2016. The
Health Advocacy and Workcare Programs are no longer required as part of existing Agreement#12-5854,
as they were procured separately through RFPs #16-6614 and #16-6646, which were approved by the
Board on October 11, 2016.
Typically, Utilization Management and Large Case Management services are incorporated as part of the
Group Health Third Party Administration (TPA) Services Agreement. The current Agreement with
Allegiance for TPA Services will terminate on December 31, 2017. The County and the District Schools
plan to issue a joint solicitation for TPA services in early 2017 and will include the Utilization
Management and Large Case Management Services in the solicitation. However, in order to coordinate
the termination of the current UM Agreement with the TPA solicitation, Staff is requesting approval of
the proposed Amended and Restated Agreement with Community Health Partners, which amends the
original agreement by extending the term for one additional year at the current existing rates and removes
reference to the above-stated programs that are now being addressed under separate contracts.
Community Health Partners has demonstrated professional and responsive services during the term of the
current Agreement and has agreed to extend the current rates for an additional year. Therefore, staff
recommends approval of the attached Agreement to continue only the existing Utilization Management
and Large Case Management services until a new contract can be awarded.
FISCAL IMPACT: The estimated fees paid to Community Health Partners are approximately $68,640
per year based upon current enrollment. Funds are budgeted within Fund 517, Group Health and Life for
this purpose.
GROWTH MANAGEMENT IMPACT: There is no growth management impact associated with this
item.
LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires majority vote
for Board approval.-SRT
RECOMMENDATION: That the Board of County Commissioners approves and authorizes the
Chairman to execute the attached Amended and Restated Agreement with Community Health Partners for
Utilization Management and Large Case Management Services.
Packet Pg. 1939
16.E.2
12/13/2016
PREPARED BY: Jeff Walker, CPCU, ARM, Director, Risk Management
ATTACHMENT(S)
1.Amended and Restated Agreement (PDF)
2. CHI' Contract (PDF)
3.MC Svc Agmt CC Govt Strikethrough 102616 (PDF)
Packet Pg. 1940
16.E.2
12/13/2016
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.2
Item Summary: Recommendation to approve and authorize the Chairman to sign an Amended
and Restated Agreement with Naples Physician Hospital Organization d/b/a Community Health Partners
for Utilization Management and Large Case Management Services.
Meeting Date: 12/13/2016
Prepared by:
Title: Division Director-Risk Management—Risk Management
Name: Jeff Walker
11/02/2016 3:10 PM
Submitted by:
Title: Division Director-Risk Management—Risk Management
Name: Jeff Walker
11/02/2016 3:10 PM
Approved By:
Review:
Procurement Services Lissett DeLaRosa Level 1 Purchasing Gatekeeper Completed 11/02/2016 4:32 PM
Procurement Services Sandra Herrera Additional Reviewer Completed 11/03/2016 8:34 AM
Administrative Services Department Pat Pochopin Level 1 Division Reviewer Completed 11/03/2016 11:20 AM
Procurement Services Ted Coyman Additional Reviewer Completed 11/09/2016 2:49 PM
Administrative Services Department Len Price Level 2 Division Administrator Review Completed 11/14/2016 4:38 PM
County Attorneys Office Scott Teach Level 2 Attorney Review Completed 11/15/2016 8:20 AM
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 11/15/2016 8:43 AM
Office of Management and Budget Laura Wells Additional Reviewer Completed 11/15/2016 12:51 PM
County Attorneys Office Jeffrey A.Klatzkow Level 3 County Attorneys Office Review Completed 11/16/2016 3:26 PM
County Manager's Office Leo E.Ochs Level 4 County Manager Review Completed 11/28/2016 12:23 PM
Board of County Commissioners MaryJo Brock Meeting Pending 12/13/2016 9:00 AM
Packet Pg. 1941
16.E.2.a
AMENDED AND RESTATED MANAGED CARE SERVICE AGREEMENT
WITH NAPLES PHYSICIAN HOSPITAL ORGANIZATION,INC.,d/b/a
COMMUNITY HEALTH PARTNERS,
MANAGED CARE SERVICE AGREEMENT#12-5854
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This AMENDED AND RESTATED MANAGED CARE SERVICE AGREEMENT (the ami
"Amended and Restated Agreement")effective as of the day of , 2016 , (the
"Effective Date"), is entered into by and between Naples Physician Hospital Organization, Inc. d/b/a cc
Community Health Partners ("CHP" or"Contractor") and Collier County,Florida, a political subdivision as
of the State of Florida("County"). d
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WITNESSETH:
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WHEREAS, Contractor and County entered into that certain Managed Care Service Agreement
# 12-5854 dated March 13, 2012 ("Agreement #12-5854"), whereby Contractor agreed to provide group
health insurance plan case management services; and
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WHEREAS, Contractor and County desire to amend Agreement # 12-5854 to extend the term
thereof at the same rates and to revise the scope of work to remove those services described as the
Smartchoice Program, Health Advocacy Program and the Workcare Program, which services were
separately solicited in 2016, are now provided for under Contract Numbers 16-6614 and 16-6646; and
a)
WHEREAS, Contractor has as its primary objective arranging for the delivery or provision of E
certain Managed Care Services, Utilization Review Services and Case Management Services through a
cost effective, coordinated,and integrated health care delivery system; and
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WHEREAS, the County has adopted a self-insured employee benefit plan for the provision of
Health Care Benefits,Managed Care Program and Utilization Review Program to Plan Members; and o
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WHEREAS, the County, a self-insured employer, is ultimately responsible for payment of
Health Care Benefits, Managed Care Program, Utilization Review Program, Case Management Program Ir,
in accordance with the terms and conditions of this Amended and Restated Agreement; and N
WHEREAS, the County desires to increase control over the cost of providing Health Care
Benefits to Plan Members and enters into this Amended and Restated Managed Care Agreement to
arrange for CHP, through CHP Providers, to render Managed Care Program(s) to Plan Members in
conjunction with County's various Benefit Programs;and Q
a)
WHEREAS,the Parties desire that the entire original Agreement#12-5854 is hereby amended in
its entirety and superseded by this Amended and Restated Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants contained in this c
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Amended and Restated Agreement,the parties agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Amended and Restated Agreement, the following terms shall have the
meaning ascribed thereto:
1.1 Agreement. This Managed Care Agreement.
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16.E.2.a
1.2 Benefit Program. The County's self insured employee benefit plans covered under this
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Agreement,as amended from time to time.
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1.3 Medical Emergency. The sudden onset of a medical condition manifesting itself by
acute symptoms of sufficient severity which, if not immediately diagnosed and treated, could reasonably o
be expected to result in serious physical impairment to a bodily function, or serious and permanent c
dysfunction of any body, organ or body part, or to cause other serious medical consequences which a)
include placing a Plan Member's health in permanent jeopardy.
1.4 CHP Hospital. Any hospital facility that has contracted as an independent contractor ns
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with CHP to provide certain Health Benefit Plan to Plan Members. N
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1.5 CHP Physician. A physician who has contracted as an independent contractor with
CHP. 2
1.6 CHP Provider. A CHP Physician,CHP Hospital,and any licensed health care facility or o
professional, who or which has entered into a written agreement with CHP.
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1.7 Plan Benefits. Those inpatient and outpatient services that are ordered for Plan Members N
by physicians and other licensed health care providers,covered under a Benefit Program.
1.8 Plan Member. Any person who has elected to receive health care benefits from or
through County's Benefit Program and who is eligible to receive Plan Benefits under the Utilization
Review,Managed Care portion of the Benefit Program included in this Agreement.
a)
ARTICLE II o
PROVISION OF SERVICES
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2.1 UTILIZATION MANAGEMENT PROGRAM a
Community Health Partner's Utilization Management Program shall use nationally recognized
guidelines to determine the appropriateness of medical services as well as the delivery setting and length N
of stay for inpatient hospital and MRI/CT services only. The appropriateness guidelines have been
developed to create practice pathways that integrate with procedures that require precertification.
a)
Community Health Partners will be responsible for: a'
• Maintaining a local telephone line and an out of area toll free telephone line for enrollees of the
County's Benefit Plan to call for Precertification of defined procedures and medical services. This co
may include non-emergent inpatient hospital confinements, outpatient hospital services, surgeries, co
diagnosis testing and/or medical procedures. -a
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• Providing Utilization Management service that will be available during standard business days, CD
Monday through Friday 8:00 am through 5:00 pm EST. Voice mail messaging will be available
during non-business hours/days,and calls will be returned on the next business day.
• Responding to Utilization Management requests for the medical services within twenty-four (24)
hours of the request verbally when all necessary medical information and eligibility status is
provided. Written confirmation of the decision will be mailed within the next business day of the
decision.
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16.E.2.a`
• Providing retrospective process of emergent admissions.
• Performing concurrent review and assist with discharge planning.
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• Providing Precertification forms.
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• Assisting County to determine the medical services and procedures that are to be included in the
Utilization Management Program.
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• Providing analysis and reports of the Utilization Management Program. Standard reporting of
authorizations and Denials by CPT codes. ca
• Providing Precertification information to the County's claim administrator via email or fax. CHP will f°
coordinate with claim administrator the assignment of authorization numbers. a�
• Following CHP Grievance Procedure process that does not include medical services excluded by the
benefit plan.
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• Providing Nurse and Physician review as necessary.
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• Providing Pharmacy over rides for PPI's only and Pharmacy utilization reports. 5
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• Providing basic Case Management.
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• Providing basic Benefit Verification and Eligibility Information.
• Precertification process will not include any medical services requested or begun prior to the effective
date of this Agreement. CHP will not handle overlap Precertification processing.
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The County will be responsible for:
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• Providing written notification to their Benefit Plan enrollees of the Utilization Management Program Lc;
and the requirements of this program.
• Providing up to date enrollment eligibility information to CHP online.
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a Assisting CHP with the integration of the Utilization Management Program with the County's claim
administrator.
• Distributing the Precertification forms as necessary to enrollees.
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a)
2.2 LARGE CASE MANAGEMENT
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Community Health Partners will be responsible for: -o
a)
• Case managing catastrophic chronic and acute illness.
• Case managing transplants, inclusive of negotiating rates, all authorizations, working with in-house
case management with discharge planning, i.e.home health, DME,Rehab services, etc.
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16.E.2.a
• The CHP Case Manager will use claims data to determine which members can most benefit from the
program. Members will be selected by high cost and high complexity diagnoses. Need for out-of-
network
services will also be a factor.
• The CHP Case Manager will attempt to negotiate rates for all services not available within the CHP
network, or the employer's national network. This service will be provided only with the written
approval of the employer's reinsurer when applicable.
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• Determining inappropriate Emergency Room utilization of members that have had (3) or more w
emergency room visits per calendar year. The ICD-9 codes will be reviewed, and members with
inappropriate ER use will be contacted by the case manager. The case manager will encourage the ca
member to establish with a participating Primary Care Physician. m
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County will be responsible for:
• Encouraging their enrollees to participate in the Large Case Management Program. —j
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• Assisting with the notification to employees about the Large Case Management Program.
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• Providing Preventative Benefits to help identify potential health problems early.
• Facilitating the production of monthly claims data files to the Large Case Management program. `o
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2.3 MANDATORY CASE MANAGEMENT aEi
Community Health Partners(CHP)will be responsible for:
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• Monitoring a Covered individual's emerging risk, a condition or diagnosis that may be potentially c
significant by utilizing several different methods such as Verisk Medical Intelligence, Notification Q.
request,Pharmacy and TPA reports.
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• CHP Registered Nurse Case Managers communicating on a weekly basis until less intensity is needed
as determined by the Case Manager or the Covered Person is dis-enrolled from program. N
• Communicating with individuals in the form of letters,phone calls, face to face meeting or encrypted °'
email. a>
a)
2.4 County Representations and Warranties. For purposes of CHP Providers compliance
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with Rule 4-153, Florida Administrative Code, County represents and warrants that its Benefit Programs
are completely and fully self-insured, except for any reinsurance or similar form of stop-loss insurance.
23 Grievances. Any complaints received by County or its claims administrator with respect ea
to the provision of the Managed Care Program by CHP shall be forwarded to CHP and shall be submitted
for resolution in accordance with CRP's patient grievance resolution procedures attached hereto as
Exhibit 1. E
2.6 Force Majeure. Neither CHP, any CHP Provider, nor County shall be liable or deemed
to be in default for any delay or failure in performance under this Agreement or other interruption of
service or employment deemed resulting, directly or indirectly, from acts of nature, civil or military
authority, acts of public enemy, war, accidents, fires, explosions, employee strikes or work interruptions, Q
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16.E.2.a
earthquakes, floods, hurricane, failure of transportation or any similar or dissimilar cause beyond the
reasonable control of such party. >,
2.7 Managed Care and Utilization Review Requirements. The County shall provide CHP
copies of the Utilization Review and Managed Care requirements and other conditions to be followed by
CHP and Plan Members with respect to providing Managed Care Services under a particular Benefit
Program. To the extent of any conflict between the terms of this Agreement and such policies the Plan
Benefits shall govern if the Plan Benefits address the specific conflict and if not the terms of this au
Agreement shall govern provided, however, that in no event shall this Agreement amend the Benefit w
Program.
2.8 Review Board. The County and CHP shall actively participate in a review board and
work toward creating equitable methods to measure outcomes of the CHP Managed Care Programs and cu
utilization strategies that have an impact on medical costs. v
2.10 Notification of Claims Payment Administrator. Upon execution of this Agreement,
the County shall provide CHP with written notification of its designated third party administrator, if any,
and shall thereafter provide CHP with written advance notice ninety(90)days prior to any changes.
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2.11 Program Fees. The County shall choose the Managed Care Program(s) and pay CHP
the fees for each program chosen as listed on Schedule 4.7 as compensation for each Managed Care
Program CHP provides.
ARTICLE,III
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TERM AND TERMINATION
3.1 Term. The term of the Agreement shall be for twelve(12)months from January 1, 2017
to December 31, 2017.
The County Manager, or his designee,may, at his discretion, extend the Agreement under all of the terms o
and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County
Manager, or his designee, shall give CHP written notice of the County's intention to extend the
Agreement term prior to the end of the Agreement term then in effect. In
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3.2 Termination With Cause. If either party materially breaches this Agreement (the
"Breaching Party")the other party(the "Non-Breaching Party") shall have the right to give the Breaching
Party written notice of the alleged breach and the Breaching Party shall have thirty (30) days following
receipt of such notice to cure the breach to the reasonable satisfaction of the Non-Breaching Party. If the Q
breach is not cured to the reasonable satisfaction of the Non-Breaching Party within the thirty (30) day o
period the Non-Breaching Party shall have the right to immediately terminate this Agreement.
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3.3 Obligations After Termination; Continuation of Care.
Termination of the Agreement shall not affect the rights, obligations and liabilities of the parties arising
out of transactions occurring prior to termination. Termination of this Agreement shall be without the
consent of or notice to any Plan Member or any other third party. Upon the termination of this
Agreement for any reason or cause,CHP shall cooperate with County by taking reasonable and medically
appropriate measures to assure the assumption of Managed Care Services to Plan Members. CHP shall be
compensated for such services in accordance with the terms of this agreement. CHP shall furnish any
information and take any action including, without limitation, continuing to provide Managed Care
Services, for up to thirty(30)days, as the County may reasonably request in order to effectuate an orderly
and systematic termination of CHP duties and activities under this Agreement and the transfer of
obligations.
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16.E.2.a
,00.ar, ARTICLE IV
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GENERAL PROVISIONS a
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4.1 Relationship of Parties. The County and CHP acknowledge that CHP is an independent o
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contractor. 2
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4.2 Recitals. Each of the recitals set forth above are true and correct and are incorporated a)
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into and made part of this Agreement by reference. w
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4.3 Limitation of Assignment. This Agreement shall not be assigned by either party 03
without the prior express written consent of the other party. a)
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4.4 Binding on Successors in Interest. To the extent permitted by this Agreement, the C.)
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provisions of and obligations arising under this Agreement shall extend to, be binding upon, and inure to E'
the benefit of the successors and assigns of CHP and the County. --Ia
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4.5 Severability; Changes in Law. If any part of this Agreement is determined to be ca
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invalid, illegal, inoperative or contrary to law or professional ethics, the part shall be reformed, ifo
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possible, to conform to law and ethics; the remaining parts of this Agreement shall be fully effective and CZ
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operative to the extent reasonably possible. If any restriction contained in this Agreement is held by any
court to be unenforceable and unreasonable, a lesser restriction shall be enforced in its place and the
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remaining restrictions shall be enforced independently of each other.
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4.6 Conformance With Law. Each party agrees to carry out all activities undertaken by it E
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pursuant to this Agreement in conformance of all applicable federal, Florida and local laws, rules and E
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regulations.
4.7 Time of the Essence. Time shall be of the essence with respect to each and every term, Ta
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covenant,and condition of this Agreement. 2
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4.8 Attorney Fees. In the event of any action,dispute, litigation or other proceeding relating <
to or in connection with this Agreement, each party shall be responsible for their own fees, costs, and ua
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expenses of counsel incurred in connection with that action,dispute, litigation or other proceeding. cl
c.)
4.9 Entire Agreement/Amendments. This Agreement supersedes all previous Managed '5
a)
Care Service contracts and constitutes the entire agreement between the parties relating to the subject E
matter of this Agreement. Oral statements or prior written materials not specifically incorporated in this E
a)
Agreement shall not be of any force and effect. In entering into and executing this Agreement,the parties <
rely solely upon the representations and agreements contained in this Agreement. Except as otherwise "z
expressly provided in this Agreement to the contrary, no changes in or additions to this Agreement shall ca
be recognized unless and until made in writing and signed by an authorized officer or agent of CHP and (1)
a)
County. r=
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4.10 Governing Law. This Agreement has been executed and delivered and shall be -a
a)
construed and enforced in accordance with the laws of the State of Florida excluding and without =
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application of any choice of law principles except to the extent pre empted by federal law. Any action a)
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brought by the parties whether at law or in equity shall be commenced and maintained and venue shall <
properly be in Collier County, Florida. The parties knowingly, intentionally and irrevocably waive any
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claim that any suit, action or proceeding brought in Collier County, Florida has been brought in an 0
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inconvenient forum. Each party further waives all rights to any trial by jury in all litigation relating to or _c
(..)
arising out of this Agreement. ca
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16.E.2.a
4.11 Waiver of Breach. No provision of this Agreement shall be deemed waived unless
evidenced by a written document signed by an authorized officer or agent of CHP and the County. The ,
waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or
be construed to be, a waiver of any subsequent breach of the same or other provision of this Agreement
unless specifically provided for in the written instrument consenting to the waiver.
4.12 Paragraph and Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. a)
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4.13 Gender and Number. When the context of this Agreement requires, the gender of all
words shall include the masculine, feminine, and neuter, and the number of all words shall include the
singular and plural.
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4.14 Execution. This Agreement and any amendments may be executed in multiple originals, °'
each counterpart shall be deemed an original, but all counterparts together shall constitute one and the —J
same instrument.
4.15 Additional Assurances. The provisions of this Agreement are self-operative and do not
require further agreement by the parties; provided, however, at the request of either party, the other shall
execute, except as otherwise provided in this Agreement, any additional instruments and take any .
additional acts as may be reasonably necessary to effectuate this Agreement.
4.16 Construction. This Agreement shall be construed without regard to any presumption or d
other rule requiring construction against the party causing this Agreement to be drafted.
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4.17 Authority. Each signatory to this Agreement represents and warrants that he possesses
all necessary capacity and authority to act for, sign, and bind the respective entity on whose behalf he is
signing.
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4.18 Notice. Any notice given pursuant or relating to this Agreement shall be given by United a
States mail, postage prepaid, certified or registered mail, return receipt requested, hand delivery, or
overnight delivery, and delivered to the addressee at the following address unless otherwise changed in.
accordance with the provisions of this Section:
To Community Health Partners: To Board of County Commissioners,Collier
851 5th Ave N Suite 201 County, Florida
Naples, Florida 34102 3311 Tamiami Trail East
Attention: Contracting Dept. Naples,FL 34112 c'
Attention: Risk Management Department
a)
4.19 Cumulative Remedies. Remedies provided for in this Agreement shall be in addition to
and not in lieu of any other remedies available to either party and shall not be deemed waivers or
substitutions for any action or remedy the parties may have under law or in equity.
4.20 Marketing and Promotion. The County and CHP each reserve the right to and control c
of its name, symbols, trademarks, logos and service marks presently existing or established in the future.
The County agrees that CHP may use its name in any publication listing the names of managed care
programs and health benefit plans with which CHP contracts. Except as provided in this Section,the use
of any written promotional documents, publicity, media advertising, or any other materials for public a'
disclosure carrying the name, trademark, service mark, or a pictorial likeness of either party shall require
the prior written consent of the other party.
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1 6.E.2.a
4.21 Confidentiality. The County and CHP shall take all reasonable precautions to maintain
the confidentiality of this Agreement and any related information provided to or discovered and shall not
disclose this Agreement, the terms thereof, or such other information to any party other than a party
directly involved in the transaction contemplated by this Agreement. Confidentiality is subject to Chapter
119, Florida Statutes, also known as the Public Records Law, including specifically those contractual
requirements at F.S. § 119.0701(2)(a)-(b)as stated as follows:
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IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAP I'ER 119, FLORIDA STATUES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC N
RECORDS AT:
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Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746 0
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. m
2. Upon request from the public agency's custodian of public records, provide the public E
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. o
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 c
duration of the contract term and following completion of the contract if the Contractor a
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 N
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 E
disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the contract, the Contractor shall meet all applicable requirements for Q
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 u
that is compatible with the information technology systems of the public agency. ari
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4.22 Coordination of Defense of Claims. The County and CHP shall promptly notify the
other of any claims or demands asserted by third parties that arise under or related to this Agreement. The -a
parties shall make all reasonable efforts, consistent with advice of counsel and the requirements of the a
respective insurance policies and carriers,to coordinate and assist in the defense of all claims in which the a=i
other party is either a named defendant or has a substantial possibility of being named. This Section shall
survive termination or expiration of this Agreement.
4.23 Compliance with Laws and Reculation. In the event any applicable federal, state, or _c
local law or any regulation, order or policy issued under such law is changed (or any judicial y
interpretation thereof is developed or changed) in a way which will have a material adverse effect on the
...
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practical realization of the benefits anticipated by one or both parties to this Agreement, the adversely
affected party shall notify the other party in writing of such change and the effect of the change. The
parties shall enter into good faith negotiations to modify this Agreement to compensate for such change.
If an agreement is not reached within thirty (30) days of such written notice; the Agreement may be
terminated by either party. �o
4.24 Insurance. CHP shall provide insurance to County as follows:
a)
A. Commercial General Liability: Coverage shall have minimum limits of$300,000 Per Occurrence,
$2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include c
Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual ca
2
Liability.
B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance
with the applicable state and federal laws. °'
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C. Professional Liability: Shall be maintained by CHP to ensure its legal liability for claims arising out
of the performance of professional services under this Agreement.
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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 CHP
during the duration of this Agreement. Renewal certificates shall be sent to the County ten (10)days prior
to any expiration date.
� II
CHP shall insure that all sub Contractors comply with the same insurance requirements that is required to
meet. The same CHP shall provide County with certificates of insurance meeting the required insurance
provisions.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Y
Effective Date.
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BOARD OF COUNTY COMMISSIONERS U
COLLIER COUNTY,FLORIDA
ATTEST: 0
Dwight E.Brock,Clerk of Courts
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By: as
By: Print Name:
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Dated: Title: U
(SEAL)
Date:
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Approved as to Form and Legality: N
WC
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R. Teach, _
Deputy County Attorney
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NAPLES PHYSICIAN HOSPITAL ORGANIZATION,INC.d/b/a COMMUNITY HEALTH —°�
PARTNERS o
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ATTEST:ATTEST:
By:
Brian D. Wolff,MD,Co-Chairman
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Corporate Secretary
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Date: E
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Print Name a'
By: -a
Kevin Cooper,Co-Chairman
Date:
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Page 10 .
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Packet Pg. 1951
16.E.2.a
SCHEDULE 4.7
PROGRAM FEES
Board of County Commissioners,Collier County,Florida shall pay Community Health Partners monthly
the fees listed below for the Managed Care Programs that are indicated as purchased.The fee(s)shall be
paid upon receipt of a proper invoice and in accordance with Chapter 218,Florida Statutes, also known as o
the"Local Government Prompt Payment Act."Fees to be disbursed to:
Community Health Partners
851 Fifth Avenue N. Suite 201 cis
Naples, FL 34102 cw
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Utilization Management/Case Management Fee: (/)
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CHP Utilization Review Management program with
Large Case Management/Care Coordination including Maternity
Management
$2.60 per employee per month =
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Page 11
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Packet Pg. 1952
16.E.2.b
NAPLES PHYSICIAN HOSPITAL ORGANIZATION, INC.d/b/a
COMMUNITY HEALTH PARTNERS
MANAGED CARE SERVICE AGREEMENT#12-5854
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This MANAGED CARE SERVICE AGREEMENT(the "Agreement")effective as of the J 3
day of�—t t �� 2012 , (the "Effective Date"), is entered into.by and between Naples Physician
Hospital Organization, Inc. d/b/a Community Health Partners ("CHP") and Collier County, Florida, a
political subdivision of the State of Florida("County").
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WITNESSETH:
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WHEREAS, Community Health Partners has as its primary objective arranging for the delivery
or provision of certain Managed Care Services, Utilization Review Services, Case Management Services,
and Advocacy Services through a cost effective, coordinated, and integrated health care delivery system. a,
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WHEREAS, the County has adopted a self-insured employee benefit plan for the provision of 2
Health Care Benefits, Managed Care Program and Utilization Review Program to Plan Members; N
WHEREAS, the County, a self-insured employer, is ultimately responsible for payment of a)
Health Care Benefits, Managed Care Program, Utilization Review Program, Case Management Program,
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and Advocacy Program in accordance with the terms and conditions of this Agreement; and
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WHEREAS, the County desires to increase control over the cost of providing Health Care
Benefits to Plan Members and enters into this Managed Care Agreement to arrange for CHP, through
CHP Providers, to render Managed Care Program(s) to Plan Members in conjunction with County's N
various Benefit Programs. ;7,
NOW, THEREFORE, for and in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:
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ARTICLE I
DEFINITIONS
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For purposes of this Agreement, the following terms shall have the meaning ascribed thereto:
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1.1 Agreement. This Managed Care Agreement. o_
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1.2 Benefit Program. The County's self insured employee benefit plans covered under this
Agreement, as amended from time to time, M
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1.3 Medical Emergency. The sudden onset of a medical condition manifesting itself by o
acute symptoms of sufficient severity which, if not immediately diagnosed and treated, could reasonably
be expected to result in serious physical impairment to a bodily function, or serious and permanent v
dysfunction of any body, organ or body part. or to cause other serious medical consequences which Q.
include placing a Plan Member's health in permanent jeopardy. 0
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1.4 CHP Hospital. Any hospital facility that has contracted as an independent contractor °'
with CHP to provide certain Health Benefit Plan to Plan Members.
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16.E.2.b
1.5 CHP Physician. A physician who has contracted as an independent contractor with
CHP.
1.6 CHP Provider. A CHP Physician, CHP Hospital, and any licensed health care facility or
professional, who or which has entered into a written agreement with CHP. a
1.7 Plan Benefits. Those inpatient and outpatient services that are ordered for Plan Members
by physicians and other licensed health care providers,covered under a Benefit Program.
1.8 Plan Member, Any person who has elected to receive health care benefits from or
through County's Benefit Program and who is eligible to receive Plan Benefits under the Utilization
Review, Managed Care or Advocacy portion of the Benefit Program included in this Agreement. V
ARTICLE II
PROVISION OF SERVICES
2.1 UTILIZATION MANAGEMENT PROGRAM
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Community Health Partner's Utilization Management Program shall use nationally recognized
guidelines to determine the appropriateness of medical services as well as the delivery setting and length
of stay for inpatient hospital and MRI/CT services only. The appropriateness guidelines have been
developed to create practice pathways that integrate with procedures that require precertification.
Community Health Partners will be responsible for: f°
• Maintaining a local telephone line and an out of area toll free telephone line for enrollees of the
County's Benefit Plan to call for Precertification of defined procedures and medical services. This
may include non-emergent inpatient hospital confinements, outpatient hospital services, surgeries,
diagnosis testing and/or medical procedures.•
Providing Utilization Management service that will be available during standard business days,
Monday through Friday 8:00 am through 5:00 pm EST. Voice mail messaging will be available
during non-business hours/days, and calls will be returned on the next business day,
• Responding to Utilization Management requests for the medical services within twenty-four (24) >
hours of the request verbally when all necessary medical information and eligibility status is °
provided. Written confirmation of the decision will be mailed within the next business day of the
decision. Csi
• Providing retrospective process of emergent admissions.
• Performing concurrent review and assist with discharge planning.
• Providing Precertification forms.
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• Assisting County to determine the medical services and procedures that are to be included in the
Utilization Management Program.
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16.E.2.b
• Providing analysis and reports of the Utilization Management Program. Standard reporting of
^• authorizations and Denials by CPT codes.
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• Providing Precertification information to the County's claim administrator via email or fax. CHP will a
coordinate with claim administrator the assignment of authorization numbers.
• Following CHP Grievance Procedure process that does not include medical services excluded by the
benefit plan.
• Providing Nurse and Physician review as necessary.
• Providing Pharmacy over rides for PPI's only and Pharmacy utilization reports. c
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• Providing basic Case Management.
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• Providing basic Benefit Verification and Eligibility Information. c
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• Precertification process will not include any medical services requested or begun prior to the effective N
date of this Agreement. CHP will not handle overlap Precertification processing. w
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The County will be responsible for: a'
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• Providing written notification to their Benefit Plan enrollees of the Utilization Management Program
and the requirements of this program. c
• Providing up to date enrollment eligibility information to CHP online. N
• Assisting CHP with the integration of the Utilization Management Program with the County's claim `o
administrator. �-
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• Distributing the Precertification forms as necessary to enrollees.
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2.2 LARGE CASE MANAGEMENT o
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Community Health Partners will be responsible for:
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• Case managing catastrophic chronic and acute illness. Q
• Case managing transplants, inclusive of negotiating rates, all authorizations, working with in-house CV
case management with discharge planning, i.e. home health,DME, Rehab services, etc.
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• The CHP Case Manager will use claims data to determine which members can most benefit from the
program. Members will be selected by high cost and high complexity diagnoses. Need for out-of
network services will also be a factor.
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• The CHP Case Manager will attempt to negotiate rates for all services not available within the CHP
network, or the employer's national network. This service will be provided only with the written
approval of the employer's reinsurer when applicable. m
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16 E.2.b
• Determining inappropriate Emergency Room utilization of members that have had (3) or more
emergency room visits per calendar year. The [CD-9 codes will be reviewed, and members with
inappropriate ER use will be contacted by the case manager. The case manager will encourage the
member to establish with a participating Primary Care Physician.
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County will be responsible for:
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• Encouraging their enrollees to participate in the Large Case Management Program.
• Assisting with the notification to employees about the Large Case Management Program.•
Providing Preventative Benefits to helpidentify °
fi' potential health problems early.
• Facilitating the production of monthly claims data files to the Large Case Management program.
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2.3 MANDATORY CASE MANAGEMENT ca
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Community Health Partners (CHP)will be responsible for: °'
• Monitoring a Covered individual's emerging risk, a condition or diagnosis that may be potentially
significant by utilizing several different methods such as Verisk Medical Intelligence, Notification
request, Pharmacy and TPA reports.
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• CHP Registered Nurse Case Managers communicating on a weekly basis until less intensity is needed
as determined by the Case Manager or the Covered Person is dis-enrolled from program.
• Communicating with individuals in the form of letters, phone calls, face to face meeting or encrypted =
email.
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2.4 SMARTCHOICE PROGRAM (Disease Manaaementl
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The SmartChoice Disease Management portion of the program will be used on a case by case as o
needed basis for those employees seeking Gastric Bypass Surgery. Each employee will need to actively
76
enroll in SmartChoice and comply with an Active Participation Agreement for a period of one (1) year 2
prior to the surgery.
Reimbursement for this program will be calculated based on the number of individuals enrolled. Lr,
Community Health Partners will be responsible for: `=
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Providing telephonic entry assessment to determine eligibility for Smartchoice program.
• Providing Disease Management for the following diagnoses: Coronary Vascular Disease, Asthma.
Diabetes and Life Style Management for those individuals seeking gastric surgery for weight loss v
only.
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02/28/12
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16.E.2.b
• Discharging members from the SmartChoice Disease Management program when they are in
compliance with the Active Participation Agreement and have completed one (1) year in the
program. c
• Providing anonymous cost savings report to the County. ,e
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County will be responsible for
• Encouraging their enrollees to participate in the Smartchoice Program.
• Assisting with the notification to employees about the Smartchoice Program.
• Providing claims data to the Smartchoice program as described below. c
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2.5 HEALTH ADVOCACY PROGRAM
Community Health Partners Health Advocates collaborate with the members of Collier County d
Government to promote personal wellness goals and encourage their overall health status. They provide
support and guidance as members complete their preventative screenings for the "Invest in Your Health"
program. All CHP Health Advocates are Certified Health Coaches, have a background in Nursing orcrs
Exercise physiology, and are skilled in motivational interviewing. They meet confidentially with
members to discuss personal results from Iabs/biometrics and the health risk questionnaire. The Health
Advocates assist members enrolling in all educational wellness requirements including Tobacco `4
Cessation, Pre-diabetes, Diabetes and Heart Smart. They also identify and initiate referrals to Case
^_ Management, Dietary Counseling, Exercise programs, and Behavioral Health Services. Health Advocates
focus on prevention, wellness, and personal accountability. This dynamic partnership encourages
members to minimize those personal health risk factors that can lead to chronic medical illnesses.
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Community Health Partners will be responsible for:
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• Providing three (3)Community Health Partners employees dedicated to the Collier County
Government Health Advocacy Program. Employees will consist of: o
o Two (2) Health Advocates (Job Description Exhibit 2)
o One (1) Health Coordinator 2
o Each employee will work a minimum of forty(40)hours per week. Local travel will be o.
required.
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• Health Advocacy staff working with Collier County Government Wellness Program Manager to
collaborate on the start up, implementation,and day to day management of the Health Advocacy
Program.
• Providing all applicable and necessary office equipment required for the employees including but v
not limited to: n 1'
o Furniture U
o Technology—computer, internee access, copier and fax machines
o Miscellaneous office supplies (paper, pens,notepads, etc.)
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•
16.E.2.b
• Securing and maintaining a three(3)year agreement with WellSource to provide Collier County
Government employees with access to the WellSource Personal Wellness Profile and Health
Activity Tracker program.
• Creating and maintaining a website specifically for the Health Advocacy Program. °-
• Assisting with notification to members reminding them to utilize their Preventative Benefits and
call for free telephonic assessment to determine entry to Smartchoice Program under Advocacy
Program.
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County will be responsible to:
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• Provide to CHP reimbursement for services on a quarterly basis as established in Schedule 4.7
attached. CHP will conduct a bi-annual review of services/staff provided to the Health Advocacy a)
Program and adjustment of payment terms may be granted with mutual agreement by both
parties.
• Provide to CHP reimbursement for any travel related expenses of dedicated Health Advocacy a)
Program staff in accordance with Section 112.061, Florida Statutes. °'
• Provide to CHP monthly reimbursement for the hosting of the Health Advocacy Program website. ?'
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Provide to CHP Health Advocate staff the following operational equipment: J
o Office Space
o Telephone [Minimum of three(3)]
o Appropriate printed/promotional material related to the Health Advocacy Program.
2.6 WORKCARE PROGRAM `o
Community Health Partners will be responsible to: E
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• Provide County with a Tracking Report template, for printing of Tracking Report forms and
provide instruction on the use.
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• Provide County or County's workers' compensation claim administrator with verification, either
verbal or written, of a beneficiary's work-related injury or illness within twenty-four(24) hours of
the beneficiary's evaluation and notification by a participating provider, provided that the
Participating Provider or County notify's WorkCare of the injury or illness. ,n
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• Provide County or County's workers' compensation claim administrator with completed Tracking
Reports within twenty-four(24) hours of receipt from Participating Provider.
Provide Case Management services on call twenty-four(24)hours a day, seven (7)days a week.
•
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• Provide County or County's workers' compensation claim administrator with progress and status
reports for rehabilitation services only, every two (2) weeks on beneficiaries receiving treatment
from rehabilitation participating providers, provided that the Participating Providers provide such °'
information.
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16.E.2.
• Assist County with training its management personnel with respect to participating in the
WorkCare Program.
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• Case Manager will authorize all non-emergent medical care and provide documentation of a
authorizations.
• Notify employer or County when there is a question of compensability for a reported injury. _
• Provide case management services by a registered nurse case manager for up to one (I)year from
date of injury or date of surgery. Refer to Exhibit 4.7 of the Agreement for cost to provide case
management after one (1)year. a
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• Provide pre-certification utilizing Interqual criteria for all tests, procedures and surgeries with
expected cost greater than one thousand dollars ($1000.00). a)
• Provide file reviews with case manager and County as necessary.
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County will be responsible to: °'
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• Use its best efforts to assure that employees utilize the WorkCare Program and protocols.
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• Use best efforts to assure that management initiates Tracking Reports for employee injuries or E
illnesses and sends Tracking Report with employee to treatment location. f°
• Use best efforts to assure that WorkCare is contacted within twenty-four(24) hours of beneficiary
injury or initial onset of illness.
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• Participate in appropriate WorkCare Program training. °
• Find modified duty positions for beneficiaries receiving treatment when appropriate.
• Upon request, provide Workcare within a reasonable period, information related to claims paid
under the employer's workers' compensation program.
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• Verify the enrollment and eligibility status of workers who present to Workcare Case °
Management Program.
2.7 County Representations and Warranties.For purposes of CHP Providers compliance with
Rule 4-153, Florida Administrative Code, County represents and warrants that its Benefit Programs are N
completely and fully self-insured, except for any reinsurance or similar form of stop-loss insurance.
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2.8 Grievances. Any complaints received by County or its claims administrator with respect
to the provision of the Managed Care Program by CHP shall be forwarded to CHP and shall be submitted
for resolution in accordance with CHP's patient grievance resolution procedures attached hereto as °-
Exhibit 1.
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2.9 Force Majeure. Neither CHP, any CHP Provider, nor County shall be liable or deemed E
to be in default for any delay or failure in performance under this Agreement or other interruption of
service or employment deemed resulting, directly or indirectly, from acts of nature, civil or militaryca
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16.E.2.b
authority, acts of public enemy, war, accidents, fires, explosions, employee strikes or work interruptions,
earthquakes, floods, hurricane, failure of transportation or any similar or dissimilar cause beyond the
reasonable control of such party.
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3.0 Managed Care and Utilization Review Requirements. The County shall provide CHP a
copies of the Utilization Review and Managed Care requirements and other conditions to be followed by
CHP and Plan Members with respect to providing Managed Care Services under a particular Benefit
Program. To the extent of any conflict between the terms of this Agreement and such policies the Plan
Benefits shall govern if the Plan Benefits address the specific conflict and if not the terms of this
Agreement shall govern provided, however, that in no event shall this Agreement amend the Benefit
Program.
3.1 Review Board. The Countyand CHP shall actively °
participate in a review board and w
work toward creating equitable methods to measure outcomes of the CHP Managed Care Programs and
utilization strategies that have an impact on medical costs. `m
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3.2 Notification of Claims Payment Administrator. Upon execution of this Agreement, cco
the County shall provide CHP with written notification of its designated third party administrator, if any,
and shall thereafter provide CHP with written advance notice ninety(90)days prior to any changes. co
3.3 Program Fees. The County shall choose the Managed Care Program(s) and pay CHP a�
the fees for each program chosen as listed on Schedule 4.7 as compensation for each Managed Care
Program CHP provides. -a
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ARTICLE III
TERM AND TERMINATION
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3.4 Term. The initial term of the Agreement shall be for thirty-three(33)months from April
1,_2012 to December 3 I, 2014 and may be renewed for two (2)additional one (I)year periods in writing; E
upon consent of the parties, unless either party gives the other notice of it intention not to renew at least
ninety(90 ) days prior to the annual anniversary of the Effective Date after the initial term of this
Agreement.
3.5 Termination With Cause. If either party materially breaches this Agreement(the eL
"Breaching Party")the other party(the "Non-Breaching Party")shall have the right to give the Breaching
Party written notice of the alleged breach and the Breaching Party shall have thirty(30)days following
receipt of such notice to cure the breach to the reasonable satisfaction of the Non-Breaching Party. If the ;
breach is not cured to the reasonable satisfaction of the Non-Breaching Party within the thirty(30)day `=°
period the Non-Breaching Party shall have the right to immediately terminate this Agreement.
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3.6 Obligations After Termination; Continuation of Care. c.
Termination of the Agreement shall not affect the rights, obligations and liabilities of the parties arising
out of transactions occurring prior to termination. Termination of this Agreement shall be without the U_
consent of or notice to any Plan Member or any other third party. Upon the termination of this
Agreement for any reason or cause, CHP shall cooperate with County by taking reasonable and medically
appropriate measures to assure the assumption of Managed Care Services to Plan Members. CHP shall be
compensated for such services in accordance with the terms of this agreement. CHP shall furnish any
Page 8
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16.E.2.b
information and take any action including, without limitation,continuing to provide Managed Care
Services, for up to thirty(30)days,as the County may reasonably request in order to effectuate an orderly d
and systematic termination of CHP duties and activities under this Agreement and the transfer of
obligations.
ARTICLE IV
GENERAL PROVISIONS
4.1 Relationship of Parties. The County and CHP acknowledge that CHP is an independent
contractor.
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4.2 Recitals. Each of the recitals set forth above are true and correct and are incorporated
into and made part of this Agreement by reference.
4.3 Limitation of Assignment. This Agreement shall not be assigned by either party
without the prior express written consent of the other party. us
4.4 Binding on Successors in Interest. To the extent permitted by this Agreement, the
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provisions of and obligations arising under this Agreement shall extend to,be binding upon, and inure to
the benefit of the successors and assigns of CHP and the County.
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4.5 Severability; Changes in Law. If any part of this Agreement is determined to be
invalid, illegal, inoperative or contrary to law or professional ethics,the part shall be reformed, if
possible, to conform to law and ethics;the remaining parts of this Agreement shall be fully effective and
operative to the extent reasonably possible. If any restriction contained in this Agreement is held by any •
court to be unenforceable and unreasonable, a lesser restriction shall be enforced in its place and the N
remaining restrictions shall be enforced independently of each other.
4.6 Conformance With Law. Each party agrees to carry out all activities undertaken by it ,°
pursuant to this Agreement in conformance of all applicable federal, Florida and local laws, rules and
regulations. E
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4.7 Time of the Essence. Time shall be of the essence with respect to each and every term,
covenant, and condition of this Agreement.
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4.8 Attorney Fees. In the event of any action, dispute, litigation or other proceeding relating o
to or in connection with this Agreement, each party shall be responsible for their own fees, costs, and a
expenses of counsel incurred in connection with that action,dispute, litigation or other proceeding.
4.9 Entire Agreement/Amendments. This Agreement supersedes all previous Managed r,
Care Service contracts and constitutes the entire agreement between the parties relating to the subject `V
matter of this Agreement. Oral statements or prior written materials not specifically incorporated in this
Agreement shall not be of any force and effect. In entering into and executing this Agreement, the parties
rely solely upon the representations and agreements contained in this Agreement. Except as otherwise v
expressly provided in this Agreement to the contrary, no changes in or additions to this Agreement shall cL
be recognized unless and until made in writing and signed by an authorized officer or agent of CHP and =
County.
4.10 Governing Law. This Agreement has been executed and delivered and shall be E
construed and enforced in accordance with the laws of the State of Florida excluding and without
application of any choice of law principles except to the extent pre empted by federal law. Any action
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16.E.2.b
brought by the parties whether at law or in equity shall be commenced and maintained and venue
shall
properly be in Collier County, Florida. The parties knowingly, intentionally and irrevocably waive any
claim that any suit, action or proceeding brought in Collier County, Florida has been brought in an
inconvenient forum. Each party further waives all rights to any trial by jury in all litigation relating to or
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arising out of this Agreement.
4.11 Waiver of Breach. No provision of this Agreement shall be deemed waived unless
evidenced by a written document signed by an authorized officer or agent of CHP and the County. The >'
waiver by either party of a breach or violation of any provision of this Agreement shall not operate as. or
be construed to be, a waiver of any subsequent breach of the same or other provision of this Agreement
unless specifically provided for in the written instrument consenting to the waiver.
4.12 Paragraph and Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation a)
of this Agreement.
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4.13 Gender and Number. When the context of this Agreement requires, the gender of all
words shall include the masculine, feminine, and neuter, and the number of all words shall include the
singular and plural.
4.14 Execution. This Agreement and any amendments may be executed in multiple originals, a'
each counterpart shall be deemed an original, but all counterparts together shall constitute one and theco
same instrument. .a
4.15 Additional Assurances. The provisions of this Agreement are self-operative and do not
require further agreement by the parties; provided, however, at the request of either party, the other shall
execute, except as otherwise provided in this Agreement, any additional instruments and take any
additional acts as may be reasonably necessary to effectuate this Agreement.
4.16 Construction. This Agreement shall be construed without regard to any presumption or
other rule requiring construction against the party causing this Agreement to be drafted. co
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4.17 Authority. Each signatory to this Agreement represents and warrants that he possesses °'
all necessary capacity and authority to act for, sign, and bind the respective entity on whose behalf he is
signing.
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4.18 Notice. Any notice given pursuant or relating to this Agreement shall be given by United a
States mail, postage prepaid, certified or registered mail, return receipt requested, hand delivery, or
overnight delivery,and delivered to the addressee at the following address unless otherwise changed in
accordance with the provisions of this Section:
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To Community Health Partners: To Board of County Commissioners, Collier
851 5a'Ave N Suite 201 County, Florida f6
Naples, Florida 34102 3311 Tamiami Trail East
Attention: Contracting Dept. Naples, FL 34112
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Attention: Risk Management Department
4.19 Cumulative Remedies. Remedies provided for in this Agreement shall be in addition to
and not in lieu of any other remedies available to either party and shall not be deemed waivers or
substitutions for any action or remedy the parties may have under law or in equity.
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16.E.2.b
4.20 Marketing and Promotion. The County and CHP each reserve the right to and control
of its name, symbols,trademarks, logos and service marks presently existing or established in the future.
The County agrees that CHP may use its name in any publication listing the names of managed care
programs and health benefit plans with which CHP contracts. Except as provided in this Section, the use
of any written promotional documents, publicity, media advertising, or any other materials for public
disclosure carrying the name, trademark, service mark, or a pictorial likeness of either party shall require
the prior written consent of the other party.
4.21 Confidentiality. The County and CHP shall take all reasonable precautions to maintain
the confidentiality of this Agreement and any related information provided to or discovered and shall not
disclose this Agreement, the terms thereof, or such other information to any party other than a party
directly involved in the transaction contemplated by this Agreement. Confidentiality is subject to Chapter
119, Florida Statutes, also known as the Public Records Law.
4.22 Coordination of Defense of Claims. The County and CHP shall promptly notify the
other of any claims or demands asserted by third parties that arise under or related to this Agreement. The
parties shall make all reasonable efforts,consistent with advice of counsel and the requirements of the
respective insurance policies and carriers,to coordinate and assist in the defense of all claims in which the
other party is either a named defendant or has a substantial possibility of being named. This Section shall
survive termination or expiration of this Agreement.
a)
4.23 Compliance with Laws and Regulation.In the event any applicable federal, state, or
local law or any regulation, order or policy issued under such law is changed (or any judicial
interpretation thereof is developed or changed) in a way which will have a material adverse effect on the
practical realization of the benefits anticipated by one or both parties to this Agreement,the adversely o
affected party shall notify the other party in writing of such change and the effect of the change. The
parties shall enter into good faith negotiations to modify this Agreement to compensate for such change.
If an agreement is not reached within thirty (30) days of such written notice; the Agreement may be
terminated by either party. .°
4.24 Insurance. CHP shall provide insurance to County as follows:
A. Commercial General Liability: Coverage shall have minimum limits of$300,000 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. >
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B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance
with the applicable state and federal laws.
C. Professional Liability: Shall be maintained by CHP to ensure its legal liability for claims arising out `V
of the performance of professional services under this Agreement in the amount of$500,000.00.
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Special Requirements: Collier County Government shall be listed as the Certificate Holder and included
as an Additional Insured on the Comprehensive General Liability Policy. rz
Current, valid insurance policies meeting the requirement herein identified shall be maintained by CHP
during the duration of this Agreement. Renewal certificates shall be sent to the County ten(10)days prior
to any expiration date.
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16.E.2.b
CHP shall insure that all subContractors comply with the same insurance requirements that is required to r�
meet. The same CHP shall provide County with certificates of insurance meeting the required insurance
provisions.
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Page 12
02/28/12
Packet Pg. 1964 1
16:E.2.b
IN WITNESS WHEREOF,the parties have caused this Agreement to be duly executed as of the
Effective Date. y
6.
a)
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BOARD OF COUNTY COMMISSIONERS a
COLLIER COUNTY, FLORIDA To
w 1t $roe �eik(4
E.of Courts ` "`'�`' ..
r� Y
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Yt "` '1, i Print Name: Fred W. Coyle E
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ill4 't Title: Chairman 2
Ji t ` li -
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xf �....;�.:.�'tF� � Date: ��� ��a � Z l �- — E
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NAPLES PHYSICIAN HOSPITAL ORGANIZATION, INC.dib/a-COMMUNITY HEALTH a
PARTNERS 7 u)
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ATTEST: j9ir:
a,
By:— J
H. David reider, MD, Co-Chairman
-- 61 c
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Corporate Secr- ary o
Date: .3// `-///Z
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a1G3C:fea V ! /e A'
Print NameeZ
By: — — ,°
Kevin Cooper,Co-Chairman c
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Date: 3 / i`//�2 E
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Approved as to form and legal Q
sufficien
46
76
/71 ,1‘.!G-e..e.- 2
Deputy County Attorney Q
Scott Teach r
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Print Name.
15
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Page 12
02/27/12
Packet Pg. 1965
1
16.E.2.b
SCHEDULE 4.7
PROGRAM FEES
Board of County Commissioners, Collier County, Florida shall pay Community Health Partners monthly a
the fees listed below for the Managed Care Programs that are indicated as purchased. The fee(s)shall be
paid upon receipt of a proper invoice and in accordance with Chapter 218, Florida Statutes,also known as
the "Local Government Prompt Payment Act."Fees to be disbursed to: z
Community Health Partners
851 Fifth Avenue N. Suite 201 E
Naples,FL 34102
0
Utilization Management Fee:
a)
CHP Utilization Review Management program with
Large Case Management/Care Coordination including Maternity ca
Management
$2.32 per employee per month*
ca
* to increase by 3% annually beginning January 1, 2013, and an additional 3% each year thereafter
effective the first of the month of the new contract year.
ca
SmartChoice (Disease Management Fee): a
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as
Six month program: $600.00 per person enrolled payable quarterly.
Health Advocacy Program Fees:
Year One:
Total amount due for period of April 1, 2012- December 30, 2012: $287,793.18
a)
a>
L
Year Two:
Total amount due for period of January 1, 2013-December 30, 2013: $395,236.08
0
* to increase by 3%annually beginning January 1, 2014, and an additional 3% each year Q-
thereafter effective the first of the month of the new contract year.
WorkCare Program Fees: ='
ca
CHP WorkCare Case Management program $2.65 per employee per month*
* to increase by 3% annually beginning January 1, 2013, and an additional 3% each year a
thereafter effective the first of the month of the new contract year.
D2 Verisk Predictive Modeling Software $.17 per employee per month E
E
sem,
Page 14
02/28/12
Packet Pg. 1966 1
16.E.2.b
EXHIBIT 1
Community Health Partners
a
PRECERTIFICATION POLICY & PROCEDURE
d
Policy: Appeals
Levels and Types
Original Date: 4/19/01
Page: 1 of 2 Revised Date: 01/01/12 o
Reviewed: 01/01/12
Policy: The Utilization Management Department will provide a documented d
process for an appeal. The Utilization Management Precertification
Department will accept additional information from the member,
attending physician or other ordering provider over the telephone or via
facsimile or other acceptable means.
°
There are two levels of the appeal process and two types. �,
The level is identified internal and external
The two types are standard and expedited. -Ja
et
An internal appeal requires an expert medical advisor within the
Community Health Partners network to review the additional information, N
initial documentation provided and any plan language that may apply to
render his/her decision.
An external appeal requires an independent reviewer to review the a
additional information, initial documentation and any plan language that
may apply to render the decision. a.)
A standard appeal will have a determination within 30 calendar days.
0
An Expedited appeal will have a determination within 72 business hours. eL
A member or provider may appeal any non-certified services within six L
months of the initial denial.
Community Health Partners will maintain all records, correspondence,
dates and minutes of any appeal process.
Procedure:
The Utilization Management Committee will provide direction i
and oversight of the expedited appeal process and will function as the Peer
Review Level. Responsibilities include immediate or on-call peer review a
activities related to initial adverse review decisions (first level) or review
consulting services.
a I
Packet Pg. 1967
16.E.2.b
Community Health Partners
a
PRECERTIFICATION POLICY & PROCEDURE
a)
Policy: Appeals
Levels and Types
Original Date: 4/19/01
Page: 2 of 2 Revised Date: 01/02/12 o
Reviewed: 01/01/12
• A panel of consulting physicians will be designated, as necessary to the
Utilization Management Committee for specialty review support. The panel
physicians minimally are board eligible and will span several specialties.
However, all reviews conducted through specialty or consulting reviews will be
reported back to the Utilization Management Committee.
U
• External reviews are handled differently with respective payors:
Those employers utilizing Allegiance as the TPA:
All documentation will be placed on a folder on the FTP site (Appeals)
and an email notification will be sent to Allegiance to notify them of the f4
appeal. Allegiance will utilize independent reviewers of their choice for
the decision.
Those employers utilizing First Services Administrators as the TPA:
Community Health Partners Utilization Management Department will `o
utilize one of three independent review organizations for the external
review; 1.) Medical Review Institute of America, 2.) Propeer or 3.)
Healthcare Alternatives (through Specialty Care Management)
• Written certification notification will be provided to the member (patient), a)
attending physician or other ordering provider, and the facility rendering service
that meets the time frame, within one business day of the determination for an
expedited appeal. o
• The Utilization Management Committee will provide telephone notification to the a
attending physician or other ordering provider of the appeal outcome, and provide •4t
written notification that meets the time frame for the process, i.e. within one
business day. N
• The physician will have an unrestricted license in the United States.
fC
Request should be submitted to:
U
Community Health Partners, Attention: Appeals Coordination, Utilization o_
Management. Identify the member and services to be reconsidered =
Mail or Fax the appeal request to PO Box 9589, Naples, Fl. 34102 or Fax
to 239-659-7785.
E
APPROVED BY: DATE:
1
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Packet Pg. 1968
•
k 16.E.2.b
E�IIBIT 2
+ mrnunit =
y
Health Partners-
PHYSICIAN HOSPITAL ORGANIZATION
CI)
Health Advocacy Program
Job Description
Job Tide: RN. Health Advocate
Reports to: Chief Operating Officer of Community Health Partners
Description: The Health Advocate Program
integrates Utilization Management,Case Management,Clinical Preventive
Care/Wellness Services,Medication and Educational Programs. Nurse Advocates work closely with providers,community E
resources and the members for the best health outcomes. A goal of the Health Advocates is to facilitate member learning of
empowering for individual wellness strategies,promoting the prevention of complications and ty
Primary Responsibilities: ual onsibili
• Advocacy
• Responsible for overseeing members participation with PWP and Biometric screenings ea
as
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Fc.p
• Responsible for collecting data and reviewing with members to identify qualifiers
• Assist members with the process to achieve goals needed to meet qualifiers
a
• Responsible for overseeing quality of care being provided to members of the health plan. ca
• An understanding of the process of change in order to empower member personal health care.
• Provide educational materials,presentations and community resources. a)
• Assist with provider referrals for appropriate healthcare.
• Assist with the development of the healthcare plan in collaboration with the provider and member.
• Follow up with individual member progress and adjust the plan accordingly.
• Work collaboratively and efficiently to resolve provider issues. f4
• Program Planning
• Participate in ongoing program development,marketing,and enhancement in order to meet the needs of the
members and the health plan.
• Maintain data,follow-up and make referrals and evaluations forY assignedP ecifcall pro
counseling,smoking cessation and wellness programs gram such as nutritional
m
• Other duties as assigned.
2ttaiiticatlani: 0)
• Current R.N.license in the State of Florida,BSN preferred.
• Valid Florida Drivers License. o
• At least 3 years of case management and 3 years of clinical experience. •
fII
• Organizational skills. o
• Excellent written and verbal communications skills.
• Ability to work independently and within a team setting.
• Problem solving skills.
• Proficient in Microsoft Excel, Word,Outlook, Windows and Internet Usage.
:rformance Standards:
• Must comply with all company policies and rules.
c
• Must complete all assignments on a timely basis and in a correct manner. o
ulpment Used: a
• Computers,software packages,printers,photocopiers,facsimile machines, telephones,etc. v
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Conditions: a)
• Office environment
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• "'ellness Center U
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Overtime may be required ,
• Local travel is required
Packet Pg. 1969
is
16.E.2.c
AMENDED AND RESTAED MANAGED CARE SERVICE AGREEMENT WITH NAPLES
PHYSICIAN HOSPITAL ORGANIZATION,INC.d/b/a
COMMUNITY HEALTH PARTNERS, a,
MANAGED CARE SERVICE AGREEMENT#12-5854 ca
2
This AMENDED AND RESTATED MANAGED CARE SERVICE AGREEMENT (the m
"Amended and Restated Agreement") effective as of the day of , 20126 , (the
"Effective Date"), is entered into by and between Naples Physician Hospital Organization, Inc. d/b/a
Community Health Partners ("CHP") and Collier County, Florida, a political subdivision of the State of
Florida("County"). c
°
WITNESSETH:
WHEREAS, Contractor and County entered into that certain Managed Care Service Agreement
#12-5852 dated March 13, 2012, ("Agreement#12-5854"), whereby Contractor agreed to provide group
health insurance plan case management services; and °
WHEREAS, Contractor and County desire to amend Agreement #12-5854 to extend the term E
thereof at the same rates and to revise the scope of work to remove those services described as the
Smartchoice Program, Health Advocacy Program and the Workcare Program, which services were Q
separately solicited in 2016. are now provided for under Contract Numbers 16-6614 and 16-6646; and o
WHEREAS, Community Health Partners has as its primary objective arranging for the delivery �^
or provision of certain Managed Care Services, Managed Care Services,Utilization Review Services and
-Case Management Services,and Advocacy Services through a cost effective, coordinated,and integrated
health care delivery system. �n
N
WHEREAS, the County has adopted a self-insured employee benefit plan for the provision of
co
Health Care Benefits,Managed Care Program and Utilization Review Program to Plan Members;
N
WHEREAS, the County, a self-insured employer, is ultimately responsible for payment of
Health Care Benefits, Managed Care Program, Utilization Review Program, Case Management Program_; cn
and Advocacy Program in accordance with the terms and conditions of this Agreement; and 2
°
WHEREAS, the County desires to increase control over the cost of providing Health Care
Benefits to Plan Members and enters into this Managed Care Agreement to arrange for CHP, through c�
CHP Providers, to render Managed Care Program(s) to Plan Members in conjunction with County's
various Benefit Programs. C7
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WHEREAS,the Parties desire that the entire original Agreement#1.2-5854 is hereby amended in
its entirety and superseded by this Amended and Restated Agreement. ,
NOW, THEREFORE, for and in consideration of the mutual covenants contained in this
cn
Agreement, the parties agree as follows: t�
2
ARTICLE I
DEFINITIONS
For purposes of this Agreement,the following terms shall have the meaning ascribed thereto:
Page 1
11/02/16
Packet Pg. 1970
16E.2.c
1.1 Agreement. This Managed Care Agreement.
m
1.2 Benefit Program. The County's self insured employee benefit plans covered under this
Agreement=as listed on Schedule 1.2, as amended from time to time.
m
1.3 Medical Emergency. The sudden onset of a medical condition manifesting itself by m
acute symptoms of sufficient severity which, if not immediately diagnosed and treated, could reasonably cco
be expected to result in serious physical impairment to a bodily function, or serious and permanent
dysfunction of any body, organ or body part, or to cause other serious medical consequences which
as
include placing a Plan Member's health in permanent jeopardy.
1.4 CHP Hospital. Any hospital facility that has contracted as an independent contractor
with CHP to provide certain Health Benefit Plan to Plan Members. °
1.5 CHP Physician. A physician who has contracted as an independent contractor with
CHP. `o
1.6 CHP Provider. A CHP Physician, CHP Hospital, and any licensed health care facility or
professional,who or which has entered into a written agreement with CHP. d
as
1.7 Plan Benefits. Those inpatient and outpatient services that are ordered for Plan Members Q
by physicians and other licensed health care providers, covered under a Benefit Program.
1.8 Plan Member. Any person who has elected to receive health care benefits from or o
through County's Benefit Program and who is eligible to receive Plan Benefits under the Utilization a
Review, Managed Care or Advocacy portion of the Benefit Program included in this Agreement.
N
ARTICLE II
PROVISION OF SERVICES
N
2.1 UTILIZATION MANAGEMENT PROGRAM I
a)
Community Health Partner's Utilization Management Program shall use nationally recognized 2
guidelines to determine the appropriateness of medical services as well as the delivery setting and length a
of stay for inpatient hospital and MRI/CT services only. The appropriateness guidelines have been
developed to create practice pathways that integrate with procedures that require precertification. vi
Community Health Partners will be responsible for: t�
U
U
• Maintaining a local telephone line and an out of area toll free telephone line for enrollees of the
County's Benefit Plan to call for Precertification of defined procedures and medical services. This
may include non-emergent inpatient hospital confinements, outpatient hospital services, surgeries,
diagnosis testing and/or medical procedures.
U
• Providing Utilization Management service that will be available during standard business days,
Monday through Friday 8:00 am through 5:00 pm EST. Voice mail messaging will be available
during non-business hours/days,and calls will be returned on the next business day. E
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Page 2
11/02/16
Packet Pg. 1971
16.E.2.c' '
• Responding to Utilization Management requests for the medical services within twenty-four (24)
hours of the request verbally when all necessary medical information and eligibility status is
provided. Written confirmation of the decision will be mailed within the next business day of the
decision. aa)
a)
• Providing retrospective process of emergent admissions. f°
2
• Performing concurrent review and assist with discharge planning.
a)
• Providing Precertification forms.
• Assisting County to determine the medical services and procedures that are to be included in the
Utilization Management Program.
▪ Providing analysis and reports of the Utilization Management Program. Standard reporting of
authorizations and Denials by CPT codes.
• Providing Precertification information to the County's claim administrator via email or fax. CHP will
coordinate with claim administrator the assignment of authorization numbers.
• Following CHP Grievance Procedure process that does not include medical services excluded by the
benefit plan.
0
• Providing Nurse and Physician review as necessary. o
• Providing Pharmacy over rides for PPI's only and Pharmacy utilization reports.
• Providing basic Case Management.
N
• Providing basic Benefit Verification and EIigibility Information. co
co
N
• Precertification process will not include any medical services requested or begun prior to the effective
date of this Agreement. CHP will not handle overlap Precertification processing. a)
0
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The County will be responsible for:
d
• Providing written notification to their Benefit Plan enrollees of the Utilization Management Program cyLn
and the requirements of this program.
0
• Providing up to date enrollment eligibility information to CHP online.
r
• Assisting CHP with the integration of the Utilization Management Program with the County's claim
administrator.
• Distributing the Precertification forms as necessary to enrollees. c�
a
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2.2 LARGE CASE MANAGEMENT
Community Health Partners will be responsible for:
;it
Page 3
11/02/16
Packet Pg. 1972
1 6.E.2.c
• Case managing catastrophic chronic and acute illness.
d
• Case managing transplants, inclusive of negotiating rates, all authorizations, working with in-house as
case management with discharge planning, i.e. home health,DME,Rehab services, etc. c
ca
2
• The CHP Case Manager will use claims data to determine which members can most benefit from the
program. Members will be selected by high cost and high complexity diagnoses. Need for out-of- ca
network services will also be a factor. a
• The CHP Case Manager will attempt to negotiate rates for all services not available within the CHP —1
network, or the employer's national network. This service will be provided only with the written
co
approval of the employer's reinsurer when applicable.
Y
• Determining inappropriate Emergency Room utilization of members that have had (3) or more
emergency room visits per calendar year. The ICD-9 codes will be reviewed, and members with
inappropriate ER use will be contacted by the case manager. The case manager will encourage the
member to establish with a participating Primary Care Physician.
a)
County will be responsible for:
a)
• Encouraging their enrollees to participate in the Large Case Management Program.
• Assisting with the notification to employees about the Large Case Management Program. c
L
Q.
• Providing Preventative Benefits to help identify potential health problems early. a
• Facilitating the production of monthly claims data files to the Large Case Management program. M
cit
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14/
2.3 N
a)
MANDATORY CASE MANAGEMENT o
L
Community Health Partners (CHP)will be responsible for: a;
• Monitoring a Covered individual's emerging risk, a condition or diagnosis that may be potentially
significant by utilizing several different methods such as Verisk Medical Intelligence, Notification
request,Pharmacy and TPA reports.
U
• CHP Registered Nurse Case Managers communicating on a weekly basis until less intensity is needed
as determined by the Case Manager or the Covered Person is dis-enrolled from program. �L
U
• Communicating with individuals in the form of letters,phone calls, face to face meeting or encrypted
email. 2
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Page 4
11/02/16
Packet Pg. 1973
16.E.2.c
needed basis for those employees seeking Gastric Bypass Surgery. Each employee will need to actively a)
enroll in SmartChoice and comply with an Active Participation Agreement for a period of one (1) year
prior to the surgery.
2
Reimbursement for this program will be calculated based on the number of individuals enrolled.
U
a)
as
J
. . .
• Providing Disease Management for the following diagnoses: Coronary Vascular Disease, Asthma,
compliance with the Active Participation Agreement and have completed one (1) year in the
program.
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Cr)
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County will be responsible for: To
O
• Assisting with the notification to employees about the Smartchoicc Program.
M
• Providing claims data to tip Smartchoice program as described below. ca
2.5 HEALTH ADVOCACY PROCRAM .c
c.)
O
Community Health Partners Health Advocates collaborate with the members of Collier County
support and guidance as members complete their preventative screenings for the "Invest in Your Health"
program. All CHP Health Advocates are Certified Health Coaches, have a background in Nursing or
members to discuss personal results from labs/biometrics and the health risk questionnaire. The Health
Advocates assist members enrolling in all educational wellness requirements including Tobacco o
Cessation, Pre diabetes, Diabetes and Hart Smart. They also identify and initiate referrals to Case
Management, Dietary Counseling, Exercise programs, and Behavioral Health Services. Health Advocates Q
focus on prevention, wellness, and personal accountability. This dynamic partnership enco rages
members to minimize those personal health risk factors that can lead to chronic medical illnesses.
U
2
E
Page 5
11/02/16
Packet Pg. 1974
16.E.2.c
o Two (2)Health Advocates (Job Description Exhibit 2)
o u=e `=c (1-�eat Ceor-dinator
o Each employee will work a minimum of forty(40)hours per week. Local travel will be trIP
required. cts
•
Health Advocacy staff working with Collier County Government Wellness Program Manager to
Program. _ . d
not limited to: ..
e—P=urititufe
as
o Miscellaneous office supplies (paper,pens,notepads,etc.)
• Securing and maintaining a three(3)yew agreement with.WellSource to provide Collier County
Activity Tracker program. E
as
.. • :a website specifically for the Health.Advocacy Program.
. o
Program.
. eco
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• Provide to CHP reimbursement for services on a quarterly basis as established in Schedule 'E.7
attached. CHP will conduct a bi annual review of services/staff provided to the Health Advocacy
parties..
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E.)
o Office Space
o Telephone [Minimum of three(3)]
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2.6 WORKCARE PROGRAM
Page 6
11/02/16
Packet Pg. 1975
16.E.2.c
C)
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• Provide Count}' or County's workers' compensation claim administrator with verification, either C�
0)
F2
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• Provide Case Management services on call twenty four(24)hours a day, seven(7)days a week.
:c.
47,
from rehabilitation participating providers. Provided that the Participating-Providers provide such
information.
m
• Assist County with training its management personnel with respect to participating in the
WorkCarc Program.
authorizations.
0
L)
-•. - .. -
management after one(l) year.
O
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a Provide file reviews with case manager and County as necessary. a
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4 Use its bestefforts to assure that e'uployees utilize the W orkCare Program and protocols.
•
. .
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injury or initial onset of illness.
4E;
s Find modified duty positions for beneficiaries receiving treatment when appropriate.
Page 7
11/02/16
Packet Pg. 1976
16.E.2.c
E
a)
ra
Manan cmcnt Program.
2.47. County Representations and Warranties.For purposes of CHP Providers compliance
with Rule 4-153, Florida Administrative Code, County represents and warrants that its Benefit Programs
are completely and fully self-insured, except for any reinsurance or similar form of stop-loss insurance. E
J
2.58 Grievances. Any complaints received by County or its claims administrator with respect
to the provision of the Managed Care Program by CHP shall be forwarded to CHP and shall be submitted
for resolution in accordance with CHP's patient grievance resolution procedures attached hereto as
Exhibit 1. CO
2.69 Force Majeure. Neither CHP,any CHP Provider,nor County shall be liable or deemed
to be in default for any delay or failure in performance under this Agreement or other interruption of
service or employment deemed resulting, directly or indirectly, from acts of nature, civil or military
a)
authority, acts of public enemy,war, accidents, fires, explosions, employee strikes or work interruptions,
earthquakes, floods,hurricane, failure of transportation or any similar or dissimilar cause beyond the a)
reasonable control of such party.
Q
2.73.0 Managed Care and Utilization Review Requirements. The County shall provide CHP
copies of the Utilization Review and Managed Care requirements and other conditions to be followed by
CHP and Plan Members with respect to providing Managed Care Services under a particular Benefit
Program. To the extent of any conflict between the terms of this Agreement and such policies the Plan
Benefits shall govern if the Plan Benefits address the specific conflict and if not the terms of this �n
Agreement shall govern provided, however, that in no event shall this Agreement amend the Benefit M
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Program.
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2.83.1 Review Board. The County and CHP shall actively participate in a review board and c
work toward creating equitable methods to measure outcomes of the CHP Managed Care Programs and
utilization strategies that have an impact on medical costs. a)
0
2.1012 Notification of Claims Payment Administrator. Upon execution of this Agreement,
the County shall provide CHP with written notification of its designated third party administrator, if any, 'L
and shall thereafter provide CHP with written advance notice ninety(90) days prior to any changes. in
Y
>
2.1137,3 Program Fees. The County shall choose the Managed Care Program(s) and pay CHP C�
the fees for each program chosen as listed on Schedule 4.7 as compensation for each Managed Care
Program CHP provides.
in
ARTICLE III
TERM AND TERMINATION
a>
3.14 Term. The initial term of the Agreement shall be for twelvel (]239)months from E
January 1., 2017—to December 31,20137
Page 8
11/02/16
Packet Pg. 1977
I6.E.2.c
CuE
The County Manager, or his designee,may, at his discretion, extend the Agreement under all of the terms cz
and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County as
2
Manager, or his designee, shall give the CHP written notice of the County's intention to extend the cu
Agreement term.prior to the end of th.e Agreement term then in effect. v
0
03
I 3.25 Termination With Cause. If either party materially breaches this Agreement (the
"Breaching Party") the other party(the "Non-Breaching Party") shall have the right to give the Breaching a
Party written notice of the alleged breach and the Breaching Party shall have thirty (30) days following a
receipt of such notice to cure the breach to the reasonable satisfaction of the Non-Breaching Party. If the g
breach is not cured to the reasonable satisfaction of the Non-Breaching Party within the thirty (30) day f°
N
period the Non-Breaching Party shall have the right to immediately terminate this Agreement.
1.5.
c
a)
3.36 Obligations After Termination; Continuation of Care. E
a)
Termination of the Agreement shall not affect the rights, obligations and liabilities of the parties arising E
out of transactions occurring prior to termination. Termination of this Agreement shall be without the Q
consent of or notice to any Plan Member or any other third party. Upon the termination of this c
Agreement for any reason or cause, CHP shall cooperate with County by taking reasonable and medically
appropriate measures to assure the assumption of Managed Care Services to Plan Members. CHP shall be oo
compensated for such services in accordance with the terms of this agreement. CHP shall furnish any
information and take any action including, without limitation, continuing to provide Managed Care
Services, for up to thirty(30) days, as the County may reasonably request in order to effectuate an orderly in
and systematic termination of CHP duties and activities under this Agreement and the transfer of N
obligations. co
1 to
0
ARTICLE IV =
GENERAL PROVISIONS a'
0
L
4.1 Relationship of Parties. The County and CHP acknowledge that CHP is an independent c
contractor.
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4.2 Recitals. Each of the recitals set forth above are true and correct and are incorporated o
into and made part of this Agreement by reference. CD
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4.3 Limitation of Assignment. This Agreement shall not be assigned by either party
without the prior express written consent of the other party. Q
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4.4 Binding on Successors in Interest. To the extent permitted by this Agreement, the >
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provisions of and obligations arising under this Agreement shall extend to, be binding upon, and inure to 0
the benefit of the successors and assigns of CHP and the County. 2
c
4.5 Severability; Changes in Law. If any part of this Agreement is determined to be a)
invalid, illegal, inoperative or contrary to law or professional ethics, the part shall be reformed, if
possible, to conform to law and ethics; the remaining parts of this Agreement shall be fully effective and
B
Page 9
11/02/16
Packet Pg. 1978
16.E.2.c
operative to the extent reasonably possible. If any restriction contained in this Agreement is held by any
court to be unenforceable and unreasonable, a lesser restriction shall be enforced in its place and the
remaining restrictions shall be enforced independently of each other.
a)
4.6 Conformance With Law. Each party agrees to carry out all activities undertaken by it
pursuant to this Agreement in conformance of all applicable federal, Florida and local laws, rules and
regulations.
c4
4.7 Time of the Essence. Time shall be of the essence with respect to each and every term,
covenant,and condition of this Agreement. a'
4.8 Attorney Fees. In the event of any action, dispute, litigation or other proceeding relating
to or in connection with this Agreement, each party shall be responsible for their own fees, costs, and ca
expenses of counsel incurred in connection with that action, dispute, litigation or other proceeding. o
4.9 Entire Agreement/Amendments. This Agreement supersedes all previous Managed +,
Care Service contracts and constitutes the entire agreement between the parties relating to the subject
matter of this Agreement. Oral statements or prior written materials not specifically incorporated in this
Agreement shall not be of any force and effect. In entering into and executing this Agreement, the parties d
rely solely upon the representations and agreements contained in this Agreement. Except as otherwise E
expressly provided in this Agreement to the contrary, no changes in or additions to this Agreement shall
be recognized unless and until made in writing and signed by an authorized officer or agent of CHP and a'
County. c
76
4.10 Governing Law. This Agreement has been executed and delivered and shall be o
construed and enforced in accordance with the laws of the State of Florida excluding and without
application of any choice of law principles except to the extent pre empted by federal law. Any action
brought by the parties whether at law or in equity shall be commenced and maintained and venue shall
properly be in Collier County, Florida. The parties knowingly, intentionally and irrevocably waive any N
claim that any suit, action or proceeding brought in Collier County, Florida has been brought in an
inconvenient forum. Each party further waives all rights to any trial by jury in all litigation relating to or
arising out of this Agreement. c
4.11 Waiver of Breach. No provision of this Agreement shall be deemed waived unless
evidenced by a written document signed by an authorized officer or agent of CHP and the County. The o
waiver by either party of a breach or violation of any provision of this Agreement shall not operate as, or
be construed to be, a waiver of any subsequent breach of the same or other provision of this Agreement
unless specifically provided for in the written instrument consenting to the waiver. in
4.12 Paragraph and Other Headings. The section and other headings contained in this 0
Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation U
of this Agreement. „_,
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a)
4.13 Gender and Number. When the context of this Agreement requires, the gender of all
words shall include the masculine, feminine, and neuter, and the number of all words shall include the
singular and plural. U
2
4.14 Execution. This Agreement and any amendments may be executed in multiple originals,
each counterpart shall be deemed an original, but all counterparts together shall constitute one and the E
same instrument.
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16.E.2.c
4.15 Additional Assurances. The provisions of this Agreement are self-operative and do not r
require further agreement by the parties; provided, however, at the request of either party, the other shall
execute, except as otherwise provided in this Agreement, any additional instruments and take any 6
additional acts as may be reasonably necessary to effectuate this Agreement. a)
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4.16 Construction. This Agreement shall be construed without regard to any presumption or ca
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other rule requiring construction against the party causing this Agreement to be drafted. m
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4.17 Authority. Each signatory to this Agreement represents and warrants that he possesses a)
all necessary capacity and authority to act for, sign, and bind the respective entity on whose behalf he is E
signing.
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4.18 Notice. Any notice given pursuant or relating to this Agreement shall be given by United c
States mail, postage prepaid, certified or registered mail, return receipt requested, hand delivery, or .2
overnight delivery, and delivered to the addressee at the following address unless otherwise changed in N
accordance with the provisions of this Section:
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To Community Health Partners: To Board of County Commissioners,Collier °
851 5th Ave N Suite 201 County,Florida d
Naples, Florida 34102 3311 Tamiami Trail East E
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Attention: Contracting Dept. Naples,FL 34112 °
Attention: Risk Management Department Q
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4.19 Cumulative Remedies. Remedies provided for in this Agreement shall be in addition to Tv
and not in lieu of any other remedies available to either party and shall not be deemed waivers or o
substitutions for any action or remedy the parties may have under law or in equity.
4.20 Marketing and Promotion. The County and CHP each reserve the right to and control in
of its name, symbols, trademarks, logos and service marks presently existing or established in the future. N
The County agrees that CHP may use its name in any publication listing the names of managed care
programs and health benefit plans with which CHP contracts. Except as provided in this Section, the use
of any written promotional documents, publicity, media advertising, or any other materials for public c
disclosure carrying the name, trademark, service mark, or a pictorial likeness of either party shall require ,-
the prior written consent of the other party. o'
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4.21 Confidentiality. The County and CHP shall take all reasonable precautions to maintain
the confidentiality of this Agreement and any related information provided to or discovered and shall not .`
disclose this Agreement, the terms thereof, or such other information to any party other than a party in
directly involved in the transaction contemplated by this Agreement. Confidentiality is subject to Chapter 'o
119, Florida Statutes, also known as the Public Records Law, including, specifically those contractual r'
requirements at F.S. $ 119.0701(2)(a)-(b)as stated as follows: o
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IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE ;
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING cn
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC 2
RECORDS AT: a)
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Communication and Customer Relations Division
a
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16.E.2.c
3299 Tamiami Trail East, Suite 102 °
Naples, FL 34112-5746
Telephone: (239) 252-8383
a)
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintainpublic records required by the public agency to perform the service. a'
2. Upon request from the public agency's custodian of public records, provide the public v
agency with a copy of the requested records or allow the records to be inspected or a�
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 ,o
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
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disclosure requirements. If the Contractor keeps and maintains public records upon a
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 c
agency, upon request from the public agency's custodian of public records. in a format
°
that is compatible with the information technology systems of the public agency. a
4.22 Coordination of Defense of Claims. The County and CHP shall promptly notify the M
other of any claims or demands asserted by third parties that arise under or related to this Agreement. The
parties shall make all reasonable efforts, consistent with advice of counsel and the requirements of the
respective insurance policies and carriers,to coordinate and assist in the defense of all claims in which the N
other party is either a named defendant or has a substantial possibility of being named. This Section shall
survive termination or expiration of this Agreement. a,
°
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4.23 Compliance with Laws and Regulation. In the event any applicable federal, state, or
local law or any regulation, order or policy issued under such law is changed (or any judicial
interpretation thereof is developed or changed) in a way which will have a material adverse effect on the c
practical realization of the benefits anticipated by one or both parties to this Agreement, the adversely
affected party shall notify the other party in writing of such change and the effect of the change. The
parties shall enter into good faith negotiations to modify this Agreement to compensate for such change.
If an agreement is not reached within thirty (30) days of such written notice; the Agreement may be
terminated by either party.
4.24 Insurance. CHP shall provide insurance to County as follows:
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A. Commercial General Liability: Coverage shall have minimum limits of$300,000 Per Occurrence, 2
$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 °J
Liability.
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16E.2.c
B. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance
with the applicable state and federal laws.
C. Professional Liability: Shall be maintained by CHP to ensure its legal liability for claims arising out CD
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of the performance of professional services under this Agreement. CHP waives its ri<<ht of recover}
5500,000 each-ciainm and in the a<o<cre<eate. y
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Special Requirements: Collier County Government shall be listed as the Certificate Holder and included
as an Additional Insured on the Comprehensive General Liability Policy.
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Current, valid insurance policies meeting the requirement herein identified shall be maintained by CHP
during the duration of this Agreement. Renewal certificates shall be sent to the County ten(10) days prior
to any expiration date. There shall be a thirty CIO) day notifica - he event or o
cancellation or moci- cat-on c a-:`
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CHP shall insure that all sub_Contractors comply with the same insurance requirements that is required to
meet. The same CHP shall provide County with certificates of insurance meeting the required insurance
provisions.
a)
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Q
Effective Date.
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA `..
ATTEST: r
Dwight E.Brock, Clerk of Courts
By:_
By_ Print Name:_ Fred W. o
Coyle
Dated:_ O`
Title: r '65
(SEAL)
Date: >
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NAPLES PHYSICIAN HOSPITAL ORGANIZATION,INC. d/b/a COMMUNITY HEALTH
PARTNERS a'
ATTEST: in
By:_ U
Brian D. \V ol '. MD, Co-Chairman
Corporate Secretary
Date:_
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1 6E.2.c
�.� Print Name
By c
Kevin Cooper, Co-Chairman
Date: ca
Approved as to Form and Legality:
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Deputy County Attorney
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Scott Teach c
Print Name ns
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16.E.2.c
SCHEDULE 4.7
PROGRAM FEES
a)
Board of County Commissioners, Collier County,Florida shall pay Community Health Partners monthly
the fees listed below for the Managed Care Programs that are indicated as purchased. The fee(s) shall be
paid upon receipt of a proper invoice and in accordance with Chapter 218,Florida Statutes, also known as as
the"Local Government Prompt Payment Act."Fees to be disbursed to: a)
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Community Health Partners
851 Fifth Avenue N. Suite 201
Naples,FL 34102
-a
Utilization Management/Case Management Fee:
CHP Utilization Review Management program with
Large Case Management/Care Coordination including Maternity ,
Management
$2.6032 per employee per month—*
a)
*to increi:c by 3%annually beginning January 1, 2013, and an additional 3%each year thereafter E
effective the first of the month of the new contract year.
t• • • • • • • "E;
Six month program: $600.00 per person enrolled payable quarterly. o
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Year One:
Total amount due for period of April 1,2012 December 30,2012: $383,721.35287.793.18 `r°
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\'ear Two: a)
Total anioknt due for period of January 1, 2013 December 30,2012: $395.236.08* 2
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to increase by 3%a annua ,' e`-inning January t. 2011, an€ an additional 3%each year
thereafter effective the first of the month of the new contract year.
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WorkCare Program Fees:
CIIP WorkCare Case Management program $2.65 per employee per month* a)
thereafter effective the first of the:-month of the new contract year. v
2
D2Wrist,:Predictive Modeling Software $.17 per employee per month
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