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#17-7209 (Community Health Partners) Community k y Health Partners- NAPLES PHYSICIAN HOSPITAL ORGANIZATION,INC. d/b/a Community Health Partners MANAGED CARE & PREFERRED PROVIDER PAYOR NETWORK AGREEMENT (CCPS#17-100) This MANAGED CARE SERVICE AGREEMENT (the "Agreement") effective as of the January 1, 2018, (the "Effective Date"), is entered into and replaces all previous Agreements and Letters of Agreement 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"). WITNESSETH: 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 Preferred Provider Payor Network through a cost effective, coordinated, and integrated health care delivery system. 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; 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, and Preferred Provider Payor Network in accordance with the terms and conditions of this Agreement; and 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 various Benefit Programs. NOW, THEREFORE, for and in consideration of the mutual covenants contained in this Agreement, the parties agree as follows: ARTICLE I DEFINITIONS For purposes of this Agreement,the following terms shall have the meaning ascribed thereto: 1.1 AGREEMENT This Managed Care Agreement. 1.2 BENEFIT PROGRAM The County's self insured employee benefit plans covered under this Agreement, as amended from time to time. Page 1 of 18 Community Health Partners 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 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 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. 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. 1.7 CLEAN CLAIM A claim that the payor has not disputed in accordance with paragraph 5.2 of this agreement and has all required substantiating documentation similar to the information required to complete HCFA-1500 forms or UB-92 forms permitting timely payment on the claim. 1.8 COPAYMENT That portion of CHP Providers' charges, determined in accordance with this Agreement, for Plan Benefits to be paid by or on behalf of a Plan Member under a particular Benefit Program in excess of the Deductible required by Payor. 1.9 DEDUCTIBLE That portion of the charges for Plan Benefits for which Payor has no obligation to pay or reimburse on behalf of Plan Members under a particular Benefit Program. 1.10 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 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 include placing a Plan Member's health in permanent jeopardy. Page 2of18 leaf„ Community Health Partners- 1.11 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, and within the scope of CHP Providers' service capabilities and this Agreement. 1.12 PLAN MEMBER Any person who has elected to receive health care benefits from or through Payor's Benefit Program and who is eligible to receive Plan Benefits under a Benefit Program included in this Agreement. ARTICLE II PROVISION OF SERVICES 2.1 UTILIZATION MANAGEMENT PROGRAM 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, MRA, CT, CT guided, Home health and DME over $500. The appropriateness guidelines have been developed to create practice pathways that integrate with procedures that require precertification. Community Health Partners will be responsible for: • 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. • Providing retrospective review of emergent admissions. • Performing concurrent review and assist with discharge planning. • Providing Precertification forms. • Assisting County to determine the medical services and procedures that are to be included in the Utilization Management Program. Page 3of18 '" „ ,„,„ $:, ) , ,,,,j Health Partners P=1 1., .=,,, l”k 3 c.! .,, i s.';,% /, ' ,),,, • Providing analysis and reports of the Utilization Management Program. Standard reporting of authorizations and denials. • Providing Precertification information to the County's claim administrator via secure FTP site. 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. • Providing Nurse and Physician review as necessary. • Providing Case Management services. The County will be responsible for: • Providing written notification to their Benefit Plan enrollees of the Utilization Management Program and the requirements of this program. • Providing up to date enrollment eligibility information to CHP via their Third Party Administrator at a minimum weekly. • Assisting CHP with the integration of the Utilization Management Program with the County's Third Party Administrator. 2.2 LARGE CASE MANAGEMENT Community Health Partners will be responsible for: • 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. • The CHP Case Manager will use claims data to determine which members can benefit from the program. Members will be selected by high cost and high complexity diagnoses. • The CHP Case Manager will attempt to negotiate rates for all services not available within the CHP network, or the employer's national network. • Determining inappropriate Emergency Room utilization of members that have had (3) or more emergency room visits per calendar year. The ICD-10 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. Page 4of18 ;;,:, Community LoiHealth Partners P FJ Y;rri4N H OSP;TAL 0 RGANIZATION County will be responsible for: • 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 help identify potential health problems early. • Facilitating the production of monthly claims data files to the Large Case Management program. 2.3 MANDATORY CASE MANAGEMENT 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 Data Analytic/Predictive Modeling software, Pharmacy and TPA reports. • 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. • CHP Registered Nurse Case Managers, or Medical Doctor (MD) as required, provide medical chart review and referral services for client claims. 2.4 PAYOR REPRESENTATIVES AND WARRANTIES Payor represents and warrants that the terms of this Agreement do not conflict with any other agreements, whether written or oral,between Payor and any other third person or entity. For purposes of CHP Providers compliance with Rule 4-153, Florida Administrative Code, Payor represents and warrants that its Benefit Programs are completely and fully self-insured, except for any reinsurance or similar form of stop-loss insurance, and that (i) no part or portion of any expenses incurred by a Plan Member are directly reimbursed to a Plan Member by a third party commercial insurer and (ii) no Plan Member is indemnified from and against the expense by a third party commercial insurer provided or arranged for by Payor. 2.5 MEDICAL AND HOSPITAL SERVICES CHP Providers shall make available their usual and customary services to Plan Members in accordance with each CHP Provider's then current policies and procedures. CHP may increase or decrease the level and types of services made available under this Agreement; provided, however, CHP shall provide Payor with thirty (30) days written notice, if possible, if not that with reasonable prior notice of any material reduction in services arranged by CHP. During the term of this Agreement there may be additions to or deletions from the listing of CHP Providers. Such changes shall not be deemed a breach + Page 5 of 18 ?`i` 'Nt n # -a Community k,,,„....) . i Health Partners ,, f, ti Ni 2.6 MEDICAL RECORDS Each CHIP Provider shall maintain medical records of Plan Members in accordance with applicable state and federal laws. All medical information concerning Plan Members is confidential and privileged. Medical information shall not be disclosed to any third party including Payor or its representatives without the duly executed consent of the affected Plan Member or his legally authorized representative, unless required to do so by law or by court order. Subject to a Plan Member or a Plan Member's legal representative consenting to the release and/or duplication of medical records, each CEP Provider shall permit, during normal business hours, the inspection and/or copying of a Plan Member's medical records including emergency room records. The party copying such records shall reimburse the CHP Provider its reasonable costs and charges incurred in providing copies of Plan Members' medical records. Nothing in this Agreement shall require a CHP Provider to provide access to any Plan Member's medical records in violation of applicable state or federal laws or regulations. 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 completely and fully self-insured, except for any reinsurance or similar form of stop-loss insurance. 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. 2.9 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, earthquakes, floods, hurricane, failure of transportation or any similar or dissimilar cause beyond the reasonable control of such party. 2.10 MANAGED CARE AND UTILIZATION REVIEW REQUIREMENTS The County and CHP will work together to determine 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. 2.11 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. Page 6 of 18 (---)) Community Health Partners- ARTICLE III BENEFIT PROGRAM and REQUIREMENTS 3.1 BENEFIT PROGRAM REQUIREMENTS Payor shall provide CHP copies of the rules, and benefit plan design, and other conditions to be followed by CHP Providers and Plan Members with respect to providing Plan Benefits 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. 3.2 BENEFIT PROGRAM DESIGN Payor shall include incentives for Plan Members to utilize the services of CHP Providers under the Benefit Programs included in this Agreement. These incentives shall at be a greater deductible or copay or decreased coinsurance rate of benefits for out of network provider services. There shall be a minimum 10%differential for in network vs out of network benefits. ARTICLE IV PLAN ADMINISTRATION 4.1 ELIGIBILITY REQUIREMENTS Payor shall define and determine all eligibility requirements for Plan Members. Payor shall be solely responsible for all costs and expenses associated with its Benefit Programs. 4.2 EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 ("ERISA") For purposes of ERISA and any other applicable state or federal laws, neither CHP nor any CHP Provider shall be deemed the "Administrator" or "Named Fiduciary" of any Benefit Program. Payor shall not seek to bar any CHP Provider from payment for Plan Benefits rendered to Plan Members based on any claims and defenses arising under ERISA or other similar state and federal laws. 4.3 IDENTIFICATION SYSTEM. Payor shall implement and maintain an identification system established for the purpose of verifying the eligibility of Plan Members to receive Plan Benefits under the applicable Benefit Program and this Agreement. Such system shall include an identification card provided to each Plan Member that includes the following information: Payor's logo, Payor's name and phone number, phone number for eligibility verification, address for claims submission, phone number for inpatient pre-certification, if any, employer or group name,plan type and account number, and CHP logo. Page 7of18 Community Health Partners PHYSICIAN H OSPITAL ORGANIZATION 4.4 NOTIFICATION OF CLAIMS PAYMENT ADMINISTRATOR Upon execution of this Agreement, Payor 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. 4.5 DISSEMINATION OF INFORMATION CHP shall provide to Payor, at no charge, an electronic directory of CHP Provider information,to be provided monthly. CHP shall maintain an updated website, at no charge and provide the website address to the Payor for access to CHP Provider information. Payor shall prepare and distribute to all Plan Members information booklets, brochures, and other information describing the benefits of utilizing the services and items offered by and through CHP and each CHP Provider. CHP shall provide to Payor or Payor's designated claim administrator the demographic information for each CHP provider and will update Payor or Payor's designated claim administrator monthly of any changes to this information. Update provider information shall be sent to the Payor's claim administrator via email in excel or access format or via paper. 4.6 PROGRAM&NETWORK FEES Payor shall pay CHP the fees listed on Schedule 4.6 as compensation for CHP providing Payor access to and use of the CHP Participating Provider network and each CHP Program. ARTICLE V REIMBURSEMENT 5.1 COMPENSATION RATES Each CHP Provider shall be compensated for Plan Benefits rendered to Plan Members pursuant to this Agreement, Schedule 5.1, as such, the fee schedule may be amended by written mutual agreement from time to time. CHP shall notify Payor and Payor's claim administrator, in writing, of any changes to the fee schedule within sixty (60) days prior to implementation of the changes. Changes to the fee schedule shall not be deemed an amendment to the agreement requiring the consent of the Payor. Fee schedule rates determined by Current Resource Based Relative Value Scale for medical procedures and Health Care Financing Administration (HCFA) weights, for Hospital Diagnostic Relational Grouping (DRG), shall be adjusted annually according to national updating of the RBRVS and HCFA by the respective US Government agencies. 5.2 CLAIMS PROCESSING PROCEDURES CHP shall require each CHP Provider to provide Payor or Payor's designated representative with billing invoices and appropriate documentation of the services provided by such CHP Provider. Payor or it designated agent shall pay all Clean Claims (described below) within thirty (30) days of receipt of each claim. For purposes of the Agreement, claims shall be deemed received by Payor three (3) days after the date of mailing by a CHP Provider to Payor or the designated agent and shall be deemed paid by Payor only upon actual receipt of funds by the CHP Provider. If additional Page 8 of 18 Community Health Partners- „ ,z C” information is required to pay a claim, Payor or its agent shall request the information in writing within thirty (30) days of receipt of the claim. In the event additional information is not requested in a timely manner a claim as submitted shall be deemed a Clean Claim. In the event Payor elects to audit a claim which is submitted for payment, Payor shall provide written notice of such audit to the CHP Provider and the CFIP Provider shall be afforded the opportunity to participate in the audit process. All audits shall be completed within thirty (30) days. Failure of Payor or Payor's designated representative to comply with Section 5.2 shall result in the plan benefit payment to be determined from billed charges, no discount shall be applied nor will the of the CHP fee schedule be applied to the claim. 5.3 PHYSICIAN FEES EXCLUDED Unless otherwise expressly provided for to the contrary in Schedule 5.1, compensation and charges submitted by a CHP Hospital are exclusive of any fees incurred by or on behalf of a Plan Member for Plan Benefits rendered by a CHP Physician or other CHP Provider. With respect to a CHP Hospital all charges and related reimbursement are exclusive of any fees incurred by or on behalf of a Member for services rendered by anesthesiologists, radiologists, emergency room physicians, pathologists, or any other hospital-based physician. 5.4 LATE FILED CLAIMS CHP Provider claims shall be filed within 120 days of the date of Plan Member's discharge or the date services were rendered; provided, however, no CHP Provider shall be denied payment based upon a failure to submit a claim within one year 5.5 NON-LIABILITY FOR PAYMENT CHP shall not be liable for the payment of any claims relating to Plan Benefits or any other services rendered by any CHP Provider. CHP is neither implicitly nor explicitly the insurer, reinsurer, guarantor, indemnifier or underwriter of any Benefit Program or Payor's obligations to Plan Members. 5.6 RETROACTIVE DENIALS Payor shall not reduce any payment due, or assert a claim to any payment made including, without limitation, on the basis of medical necessity, to any CHP Provider for services rendered pursuant to this Agreement if Payor or its agent provided preauthorization approval for such services. Payor shall not arbitrarily or capriciously deny payment for services rendered by a CHP ARTICLE VI TERM AND TERMINATION 6.1 TERM The initial term of the Agreement shall be from January 1, 2018 to December 31, 2020 and may be renewed for two(2)additional one(1)year periods at the rates set forth on Schedule 4.7,unless either Page 9 of 18 i Community z Health Partners.., ,x.A0: -::- .v 'A7 party gives the other notice of its 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. 6.2 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 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. 6.3 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. ARTICLE VII GENERAL PROVISIONS 7.1 RELATIONSHIP OF PARTIES The County and CHP acknowledge that CHP is an independent contractor. 7.2 RECITALS Each of the recitals set forth above are true and correct and are incorporated into and made part of this Agreement by reference. 7.3 LIMITATION OF ASSIGNMENT This Agreement shall not be assigned by either party without the prior express written consent of the other party. 7.4 BINDING ON SUCCESSORS IN INTEREST To the extent permitted by this Agreement, the 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. Page 10 of 18 /- m \ Community 4 %, Health Partners 7.5 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 remaining restrictions shall be enforced independently of each other. 7.6 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. 7.7 TIME OF THE ESSENCE Time shall be of the essence with respect to each and every term, covenant, and condition of this Agreement. 7.8 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 expenses of counsel incurred in connection with that action, dispute, litigation or other proceeding. 7.9 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 rely solely upon the representations and agreements contained in this Agreement. Except as otherwise 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 County. 7.10 GOVERNING LAW This Agreement has been executed and delivered and shall be 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 emptied 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 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. Page 11 of 18 Community Health Partners 7.11 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. 7.12 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. 7.13 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. 7.14 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 same instrument. 7.15 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. 7.16 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. 7.17 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. 7.18 NOTICE Any notice given pursuant or relating to this Agreement shall be given by United 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: Page 12 of 18 Community Health Partners- 1 f., j l l 5€ ,. 3 0,,c,—, ,`,y 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 Attention: Risk Management Department 7.19 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. 7.20 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. 7.21 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. 7.22 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. 7.23 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 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. Page 13 of 18 Community Health Partners- 7.24 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. 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 of the performance of professional services under this Agreement. 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. 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. Page 14 of 18 - '� (C)) Community Health Partners PHYSICIAN HOSP'TAL ORGANIZATION IN WITNESS WHEREOF,the parties have caused this Agreement to be duly executed as of the Effective Date. BOARD OF COUNTY COMMISSIONERS COLLIER C. 0 FLORIDA ATTEST: I By: // r s j By: t' ... s Print Name: Fe_1r,rA \v^ Dated: '" � Q.l1 r----- Title: w-V•v-NoarN Attest as to Chairman's (sEALlignature only. Date: �\Z6\\\� NAPLES PHYSICIAN HOSPITAL ORGANIZATION,INC. d/b/a COMMUNITY HEALTH PARTNERS ATTEST: By: Corporate Secretary Print Name: le GAL aQ (8r-1Date: '( Print Name By: AZ Print Name: 2t/ Cele e/. Date: eputy Co y • •t e oa Print Name {� Page 15 of 18 4 fr:,,: fin.,r (--.4 Community Health Partners 11,;P"'Al 0RGANIZATION SCHEDULE 4.6 PROGRAM &NETWORK FEES Board of County Commissioners, Collier County, Florida shall pay Community Health Partners monthly the fees listed below for the Managed Care/Case Management Programs and CHP Provider Network Access to be disbursed to: Community Health Partners 851 Fifth Avenue N. Suite 201 Naples,FL 34102 Utilization Management/Case Management Fees: CHP Utilization Review Management program with Large Case Management/Care Coordination including Maternity Management 01/01/2018— 12/31/2018 $2.60 per employee per month 01/01/2019— 12/31/2019 $2.68 per employee per month 01/01/2020— 12/31/2020 $2.76 per employee per month 01/01/2021 — 12/31/2022 $2.76 per employee per month Case Management Medical Chart Review/Referral Services Registered Nurse $60.00/per hour Medical Doctor(MD) $125.00/per hour CHP Provider Network Access Fees: 01/01/2018— 12/31/2022 $1.50 per employee per month Page 16 of 18 +; Community Health Partners ‘ Schedule 5.1 Compensation Rates COMMUNITY HEALTH PARTNERS FEE SCHEDULE For BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA NCH HealthCare System Inpatient and Outpatient Hospital pricing Effective October 1,2013 Tier 1 Tier 2 Tier 3 Rate For 75-85%of the individual Criteria (For 0-75%of the individual employer's utilization of For 85+%of the individual employer's utilization of inpatient and outpatient employer's utilization of inpatient and outpatient hospital hospital services at Naples inpatient and outpatient services at Naples Community Community Hospital, Inc. (as hospital services at Naples Hospital, Inc. (as compared to compared to the total number Community Hospital, Inc. (as the total number of the of the employer's employees compared to the total number employer's employees who are who are treated at ALL of the employer's employees treated at ALL hospital facilities hospital facilities and who are treated at ALL hospital and measured on a patient measured on a patient facilities and measured on a encounter basis)during the 12 encounter basis)during the 12 patient encounter basis)during month period following the month period following the the 12 month period following effective date of this effective date of this the effective date of this amendment(and each amendment(and each amendment(and each subsequent 12 month period subsequent 12 month period subsequent 12 month period following the annual anniversary following the annual following the annual of the effective date of this anniversary of the effective anniversary of the effective date amendment) date of this amendment) of this amendment) Inpatient DRG $9,000 per CMS case weight $8,500 per CMS case weight $8,000 per CMS case weight updated October 1st updated October 1st updated October 1st Stop-Loss Inpatient For individual admissions for For individual admissions for which billed charges exceed For individual admissions for which billed charges exceed $35,000.00, reimbursement which billed charges exceed $35,000.00, reimbursement will will be based on DRG at $35,000.00, reimbursement will be based on DRG at$9,000.00 $8,500.00 per CMS weight be based on DRG at$8,000.00 per CMS weight rate, up to the rate, up to the first per CMS weight rate, up to the first$35,000.00,a discount of $35,000.00, a discount of 50% first$35,000.00, a discount of 50%will apply to the Inpatient will apply to the Inpatient 50%will apply to the Inpatient Hospital charges in excess of Hospital charges in excess of Hospital charges in excess of $35,000.00 for that claim. $35,000.00 for that claim. $35,000.00 for that claim. Outpatient Discount from billed charges 49% 51% 53% Page 17 of 18 Community LI Health Partners- 4 0 A PHO withhold of 1% will be applied to these accounts. This information is confidential and should not be discussed or distributed outside the hospital departments. NCH HEALTHCARE SYSTEM REIMBURSEMENT TERMS: All claims will be initially paid at the tier one level indicated below. The parties will review reports on a quarterly basis which will provide the total number of covered lives who have received inpatient and outpatient hospital services during that quarter and the number within that total who have received their inpatient and outpatient hospital services from Naples Community Hospital, Inc. Within 60 days following the annual anniversary of the effective date of this amendment, reports will be distributed for reconciliation to determine the overall percentage of inpatient and outpatient hospital services that were provided at Naples Community Hospital, Inc. during that 12 month period (as compared to the total number of the employer's employees who are treated at ALL hospital facilities and measured on a patient encounter basis). The claims for that year will then be calculated based upon the pricing tiers set forth below. Any reimbursement adjustment check that may be due will be issued within 30 days of the conclusion of the 60 day reconciliation period. The reimbursement adjustment calculation will select appropriate claims for reimbursement adjustment based on the"last in—first out"principal. For example if there are a total of 1000 patient encounters during the 12 month period and 800 of the patients received their services from Naples Community Hospital, Inc., then the charges associated with the last 50 patients who were treated at Naples Community Hospital, Inc. would be recalculated at tier two pricing for the purpose of calculating the amount of the reimbursement adjustment. Page 18 of 18 \t AC ,,,.......441 PHYSI-6 OP ID: MG i'-/ R DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 02/06/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTNAME: William William H. Kuhlman,CPCU,ARM Insurance and Risk Management PHONE FAX Services,Inc. (A/C,No,Ext(:239-649-1444 (A/C,No): 239-649-7933 8950 Fontana Del Sol Way#200 E-MAIL Naples, FL 34109-4374 ADDRESS: William H.Kuhlman,CPCU,ARM INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Trust Insurance Co. 20141 INSURED Naples Physician Hospital INSURERB:FCCI Insurance Company 10178 Organization,Inc. INSURER C:Darwin Select Insurance Co. 24319 851 5th Avenue North,#201 Naples, FL 34102 INSURER D:FCCI Insurance Company 03499 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRLTYPE OF INSURANCE NSD WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X BINDER 02/01/2017 02/01/2018 DAMAGE TOEa RENTED occurrence) $ 100,000 PREMISES( MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $ Included OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1,000,000 (Ea accident) D ANY AUTO BINDER 02/01/2017 02/01/2018 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS-MADE BINDER 02/01/2017 02/01/2018 AGGREGATE $ DED X RETENTION$ 0 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE X ER Y/N B ANY PROPRIETOR/PARTNER/EXECUTIVE 001 WC17A73097 01/01/2017 01/01/2018 E.L.EACH ACCIDENT S 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liab 03043578 01/01/2017 01/01/2018 Gen Agg 4,000,000 Claims Made Occur 4,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Government is listed as Additional Insured as respects to General Liability. CERTIFICATE HOLDER CANCELLATION COLLCI8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier CountyGovernment THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3327 Tamiami Trail East Naples, FL 34112 AUTHORIZED REPRESENTATIVE I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD