Agenda 09/13/2022 Item #16E 4 (Agreement #16-6646 Amendment #2 w/CHP)09/13/2022
EXECUTIVE SUMMARY
Recommendation to approve the Second Amendment to Agreement # 16-6646 “Onsite Health
Advocacy Coaching Services” with Naples Physician Hospital Organization, Inc. d/b/a Community
Health Partners and approve expenditures under the Second Amendment and Single Source
Waiver.
_____________________________________________________________________________________
OBJECTIVE: To provide continued Advocacy Services in support of the behavioral based wellness
incentives of the County’s Group Health Plan.
CONSIDERATIONS: On October 11, 2016 (Agenda Item No. 16.E.12), the County entered into
Agreement #16-6646, “Onsite Health Advocacy Coaching Services” (“Agreement”) with Naples
Physician Hospital Organization, Inc. d/b/a Community Health Partners (“CHP”) to provide onsite health
advocacy coaching services to members covered under the Collier County Group Health Plan for an
initial term of two years with one additional two-year renewal periods.
On October 8, 2019, the First Amendment to the Agreement was executed to amend the agreement term
through December 31, 2022.
The Second Amendment wishes to extend the term of the agreement for a period of three years, beginning
January 1, 2023, and ending December 31, 2025, with an option for two additional one-year renewals to
include updated annual pricing for the extended period and added Data Analytic Software in the amount
of $0.17 per member per month unit fee for this service.
Section Eleven, sub-paragraph 11 of the Collier County Procurement Ordinance 2017-08, as amended,
allows the Board to make a finding that it is in the best interest of the County to continue with
standardized support services with Naples Physician Hospital Organization, Inc. d/b/a Community Health
Partners for Health Advocacy.
FISCAL IMPACT: The estimated cost in FY 23 to provide advocacy services based upon an average
enrollment of 2,400 employees is $420,000. Funds have been budgeted within Fund 517, Group Health
and Life to fund the program.
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 approves and authorizes the Chairman to sign the Second
Amendment to Agreement # 16-6646, “Onsite Health Advocacy Coaching Services,” with Physician
Hospital Organization, Inc. d/b/a Community Health Partners and approves expenditures made under the
attached Second Amendment and Single Source Waiver.
PREPARED BY: Jeff Walker, CPCU, ARM, Director Risk Management
ATTACHMENT(S)
1. 16-6646 _2nd Amend_NPHO,Inc._dba_CommHealthPartners_VendorSigned (PDF)
2. FY22 Waiver Request 057 - CHP (Health Advocacy Services) (PDF)
3. 16-6646 Community Health Partners_Contract_12-31-2018 (PDF)
4. 1-1-21 thru 12-31-22 NaplesPhysician_Amend#1 (PDF)
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09/13/2022
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.4
Doc ID: 22850
Item Summary: Recommendation to approve the Second Amendment to Agreement # 16-6646
“Onsite Health Advocacy Coaching Services” with Naples Physician Hospital Organization, Inc. d/b/a
Community Health Partners and approve expenditures under the Second Amendment and Single Source
Waiver.
Meeting Date: 09/13/2022
Prepared by:
Title: Benefits Analyst – Risk Management
Name: Sonja Sweet
07/19/2022 4:15 PM
Submitted by:
Title: Division Director - Risk Management – Risk Management
Name: Jeff Walker
07/19/2022 4:15 PM
Approved By:
Review:
Risk Management Jeff Walker Director Review Completed 07/19/2022 4:22 PM
Procurement Services Ana Reynoso Level 1 Purchasing Gatekeeper Completed 07/19/2022 4:44 PM
Procurement Services Sue Zimmerman Additional Reviewer Completed 07/19/2022 6:52 PM
Procurement Services Sara Schneeberger Additional Reviewer Completed 07/20/2022 8:41 AM
County Attorney's Office Scott Teach Level 2 Attorney Review Completed 07/28/2022 10:44 AM
Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 07/28/2022 10:57 AM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 07/28/2022 11:48 AM
Office of Management and Budget Susan Usher Additional Reviewer Completed 08/22/2022 1:52 PM
County Manager's Office Dan Rodriguez Level 4 County Manager Review Completed 08/30/2022 10:16 AM
Board of County Commissioners Geoffrey Willig Meeting Pending 09/13/2022 9:00 AM
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Waiver Request Form
Revised 06/17/2021
Instructions
Completed waiver requests accompanied by any associated backup documentation (sole source letter, business case, etc.) must be
submitted to the division’s Procurement Strategist for any procurement, without competition, in excess of $3,000. Waiver requests
greater than $50,000 will require approval by the Board of County Commissioners.
Sole source refers to a procurement where the selection of one particular supplier to the exclusion of all others may be based on having
only one supplier in the marketplace, proprietary technology, copyright, patent, or a supplier’s unique capability.
Single source refers to a procurement directed to one source because of standardization, warranty, geographic territory, or other factors,
even though other competitive sources may be available.
Requester Name: Division:
Item/Service: Vendor Name:
Historical
Countywide
Spend: ______________________
Requested
date range: _____________
Not to Exceed
Amount per
Fiscal Year: __________________
Is there an agreement associated with this
waiver to be reviewed by Contracts?
Yes No
Sole Source Single Source One Time Purchase Multiple Purchases
Description of Purchase: Enter a description of the item(s) that will be purchased under this waiver.
Purpose: Describe in detail, the public purpose of the requested item(s) and why it is essential to County operations.
Information Technology: Select Yes if the products/services are related to Information Technology. If yes, please provide the Purchasing
Compliance Code (PCC) number or email approval documentation.
Yes No If yes, provide the PCC number:__________________________________________________
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Waiver Request Form
Revised 06/17/2021
Justification: Identify the criteria that qualifies this purchase as a sole or single source. Select from the list below.
Check all that apply (if box is checked, please make sure to provide an explanation below):
Sole Source
Only Authorized Vendor or Distributor: Is this vendor the only vendor authorized to sell this product/service? If yes, explain
below and provide documentation from the manufacturer confirming claims made by the distributors.
No Comparable Product or Service: Is there another vendor who can provide a similar product/service, regardless of cost,
convenience, timeliness, etc.?
Product Compatibility: Does this product/service provide compatibility with existing equipment that prohibits switching to
another comparable brand/vendor? If yes, provide the detailed explanation below, including what would occur if the other brand/vendor
were used.
Proprietary: Is this product/service proprietary? If yes, provide a detailed explanation below on how its use is restricted by
patent, copyright or other applicable laws and provide documentation validating that claim.
Single Source
Standardization: Is this product/service part of a purchase that the County has already standardized on? If yes, please provide
the detailed information below.
Date of BCC Standardization: ___________________ BCC Agenda Item number: __________________
Warranty: Is this the only vendor able to complete factory-authorized warranty services on County owned equipment? If yes,
provide the documentation verifying the warranty.
Geographic Territory: Is this vendor the only vendor authorized to sell this product/service in our region? If yes, provide
documentation from the manufacturer confirming those claims.
Other Factors: Any other reason not listed above, explain below.
Explain: How does this purchase meet the identified sole or single source criteria listed above?
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Waiver Request Form
Revised 06/17/2021
How was the decision made to use this vendor? Describe in detail if a formal standardization process was performed via
Procurement or if there is a historical precedence established for the use of the product, please explain purchase, and use history and the
current level of County investment in the product.
Explain why it is in the County’s best interest to use this product/service rather than issuing a competitive solicitation: What are
the benefits from the continued use? Are there costs that would be incurred if a different vendor/product were used? What would occur if
another brand/vendor were used?
Explain how this pricing compares to other vendors/products and is it considered to be fair and reasonable: Provide information
on historical use and whether pricing has increased/decreased. If sole source and no other product is available, provide the cost for
addressing the needs via an alternate approach.
Will this purchase obligate us to future ancillary products or services? Either in terms of maintenance or standardization.
Yes No
If yes, explain what types:
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Packet Pg. 2799 Attachment: FY22 Waiver Request 057 - CHP (Health Advocacy Services) (22850 : CHP Health Advocacy - Second Amendment)
Waiver Request Form
Revised 06/17/2021
Market research and market alternatives: When was the last time a market evaluation was performed to determine if either the
technology or vendor offerings have changed? Based on the life expectancy of the product, when do you anticipate evaluating the market
again? Please attach a detailed market evaluation report should the complexity, duration, and dollar amount of the purchase be a high risk
to the County.
It is a felony to knowingly circumvent a competitive process for commodities or services by fraudulently specifying sole
source. Florida Statute 838.22(2).
Requested by: Signature: Date:
Division Director: Signature: Date:
Department Head: Required if over $50,000 Signature: Date:
Procurement Strategist: Signature: Date:
Procurement Director:
Or designee Signature: Date:
For Procurement Use Only:
Approved Requesting Additional Information Requires RFI/Intent to Sole Source Rejected
Procurement Comments:
Current FY Approval Multi-Year Approval Start Date: ______________ End Date: __________
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1.
AGREEMENT,l6:!iq46
fqr
Onsite Health Advocacv Coachlno Services
THls AGREEMENT, made and entered into on this lt"h day of ftJol.qr 2016,
by and between Naples Physician Hospitaf Organization, lnc. dlbla Community Health
Parlners, authorized to do business in the State of Florida, whose business address is 851
Fifth Avenue North, Suite 201, Naples, Florida 34102, (the'Contractor") and Collier County, a
political subdivision of the State of Florida, (the "County"):
WITNESSETH:
AGREEMENT IERM. The Agreement shall be for a two (2) year period, commencing
on January 1 , 2017 , and terminating on (2) yea(s) from that date or until all outstanding
Purchase Orders issued prior to the expiration of the Agreement period have been
completed or terminated.
The County may, at its discretion and with the consent of the Contractor, renew the
Agreement under all of the terms and conditions contained in this Agreement for one
(1) additional two (2) year period. The County shall give the Contractor written notice of
the County's intention to renew the Agreement term prior to the end of the Agreement
term then in effect. :
The County Manager, or his designee, may, at his discretion, extend the Agreement
under all of the terms and conditions contained in this Agreement for up to one hundred
and eighty (180) days. The County Manager, or his designee, shallgive the Contractor
written notice of the County's intention to extend the Agreement term prior to the end of
the Agreement term then in effect.
STATEMENI OF WEtf. The Contractor shall provide assistance, coaching and
direction to the participants and serve as the "hub" whereby participants begin the
qualifying process in accordance with the terms and conditions of RFP #16€646
"Onsite Health Advocacy Goaching Service," Exhibit A - Scope of Work, and the
Contractor's proposal referred to herein and made an integral,, part of this Agreement.
This Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by the Parties,
in compliance with the County's Procurement Ordinance, as amended, and
Procurement Procedures in effect at the time such services are authorized.
THE AGREEMENT SUM. The County shall pay the Contractor for the performance of
this Agreement the fixed price monthfy amount in Exhibit B - Fee Schedule and per the
price methodology as defined in Section 3.1. Payment wilt be rnade upon receipt of a
proper invoice and upon approval by the Risk Management Director, or his designee,
and in compliance with Chapler 218, Fla. Stats., othenrise known as the "Local
Government Prompt Payment Act.'
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2.
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Arr€ql$. f,{..er,.
signature onlY.
lN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized
person or agent, have executed this Agreement on the date and year first written above.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
Naples Phvsician Hospital Organization.
Inc. d/b/a CommuniW Health Partners
Contractor
,r,[/
deq.'li4h'"-rye F a4,;r'*
tType/printtignature and titlet
Print Name
Fiala, Chairman
Second Witness
tType/print witness namet
Approved as to Form and Legality:
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BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is entered into between COLLIER
COLINTY("Covered Entity") and Napies Physician Hospital Organization, Inc. dibla Community Health
Partners, (';Business Associaie";, effective as of this I lfr day of O(-fob€f ,2016 (the "Effective
Date").
WHEREAS, Covered Entity and Business Associate have entered into, or plan to enter into, an
anangement pursuant to which Business Associate may provide services for Covered Entity that require
Business Associate to access, create and use Protected Health Information ("P}II") that is confidential
under state and/or federal law; and
WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for
the security of PHI disclosed by Covered Entity to Business Associate, or collected or created by
Business Associate, in compliance with the Health Insurance Portability and Accountability Act of 1996,
Public Law 104-191 ("HIPAA"), and the regulations promulgated there under, including, without
limitation, the regulations codified at 45 CFR Parts 160 and 164 (*HIPAA Regulations"); the Health
Information Technology for Economic and Clinical Health Act, as incorporated in the American
Recovery and Reinvestment Act of 2009, and its implementing regulations and guidance issued by the
Secretary of the Department of Health and Human Services (the "Secretary") (the "HITECH Act"); and
other applicable state and federal laws, all as amended from time to time, including as amended by the
Final Rule issued by the Secretary on January 17, 2013 titled "Modifications to the HIPAA Privacy,
Security, Enforcement, and Breach Notification Rules under the Health Information Technology for
Economic and Clinical Health Act and the Genetic Information Nondiscrimination Act; Other
Modifications to the HIPAA Rules"; and
WHEREAS, the HIPAA Regulations require Covered Entity to enter into an agreement with
Business Associate meeting certain requirements with respect to the Use and Disclosure of PHI, which
are met by this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and the exchange
of information pursuant to this Agreement, the parties agree as follows:
1. Definitions.
Capitalized terms used herein without definition shall have the meanings ascribed to them
in the HIPAA Regulations or the HITECH Act, as applicable unless otherwise defined herein.
2. Obligations and Activities of Business Associate.
a. Permitted Uses and Disclosures. Business Associate shall only Use or Disclose
PHI for the purposes of (i) performing Business Associate's obligations under Exhibit A of this
Agreement ("Exhibit A") and as permitted by this Agreement; or (ii) as permitted or Required By Law; or
(iii) as otherwise permitted by this Agreement. Business Associate shall not Use or further Disclose PHI
other than as permitted or required by this Agreement or as Required By Law.
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Further. Business Associate shall not Use or Disclose PHI in any manner that would constitute a violation
of the HIPAA Regulations or the HITECH Act if so used by Covered Entity, except that Business
Associate may Use PHI (i) for the proper management and administration of Business Associate; and (ii)
to carry out the legal responsibilities of Business Associate. Business Associate may Disclose PHI for the
proper management and administration of Business Associate, to carry out its legal responsibilities or for
payment purposes as specified in 45 CFR $ 164.506(c)(1) and (3), including but not limited to Disclosure
io a business associate on behalf of a covered entity or health care provider for payment purposes of such
covered entity or health care provider, with the expectation that such parties will provide reciprocal
assistance to Covered Entity, provided that with respect to any such Disclosure either: (i) the Disclosure is
Required By Law; or (ii) for permitted Disclosures when Required By Law, Business Associate shall
obtain a written agreement from the person to whom the PHI is to be Disclosed that such person will hold
the PHI in confidence and will not use and further disclose such PHI except as Required By Law and for
the purpose(s) for which it was Disclosed by Business Associate to such person, and that such person will
notiff Business Associate of any instances of which it is aware in which the confidentiality of the PHI has
been breached.
b. Appropriate Safeguards. Business Associate shall implement administrative,
physical and technical safeguards that (i) reasonably and appropriately protect the confidentiality,
integrity and availability of electronic PHI that it creates, receives, maintains or transmits on behalf of
Covered Entity; and (ii) prevent the Use or Disclosure of PHI other than as contemplated by Exhibit A
and this Agreement.
c. Compliance with Securitv Provisions. Business Associate shall: (i) implement
and maintain administrative safeguards as required by 45 CFR $ 164.308, physical safeguards as required
by 45 CFR $ 164.310 and technical safeguards as required by 45 CFR $ 164.312; (ii) implement and
document reasonable and appropriate policies and procedures as required by 45 CFR $ 164.316 and (iii)
be in compliance with all requirements of the HITECH Act related to security and applicable as if
Business Associate were a "covered entitv." as such term is defined in HIPAA.
d. Compliance with Privacv Provisions. Business Associate shall only Use and
Disclose PHI in compliance with each applicable requirement of 45 CFR $ 164.504(e). Business
Associate shall comply with all requirements of the HITECH Act related to privacy and applicable as if
Business Associate were a "covered entify," as such term is defined in HIPAA. To the extent Business
Associate is to carry out one or more of Covered Entity's obligation(s) under Subpart E of 45 CFR Part
164, Business Associate shall comply with the requirements of Subpart E that apply to Covered Entity in
the performance of such obligation(s).
e. Duty to Mitigate. Business Associate agrees to mitigate, to the extent practicable
and mandated by law, any harmful effect that is known to Business Associate of a Use or Disclosure of
PHI by Business Associate in violation of the requirements of this Agreement.
f. Encryption. To facilitate Business Associate's compliance with this Agreement
and to assure adequate data security, Covered Entity agrees that all PHI provided or transmitted to
Business Associate pursuant to Exhibit A shall be provided or transmitted in a manner which renders
such PHI unusable, unreadable or indecipherable to unauthorized persons, through the use ofa technology
or methodology specified by the Secretary in the guidance issued under section Ba02@)(2) of the
HITECH Act. Covered Entity acknowledges that failure to do so could contribute to or permit a Breach
requiring patient notification under the HITECH Act and further agrees that Business Associate shall have
no liabilifv for any Breach caused by such failure.
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3. Reporting.
a. Securiw Incidents and/or Unauthorized Use or Disclosure. Business Associate shall
report to Covered gntity a- successful Security Incident or any Use and/or Disclosure of PHI other than as
piovided for by this Agreement or permitted by applicable law within a reasonable time of becoming
a*are of such Securitylncident andTor unauthorized Use or Disclosure (but not later than five (5) days
thereafter), in accordance with the notice provisions set forth herein. Business Associate shall take (i)
prompt action to cure any such deficiencies as reasonably requested by Covered Enlity, and (ii) any action
penaining to such Secur'ity Incident and/or unauthorized Use or Disclosure required by applicable federal
and state- laws and regulations. If such successful Security Incident or unauthorized Use or Disclosure
results in a Breach as defined in the HITECH Act, then Covered Entity shall comply with the
requirements of Section 3.b below.
b. Breach of Unsecured PHL The provisions of this Section 3.b are effective with respect
to the Discovery of a Breach of Unsecured PHI occurring on or after September 23, 2009 . With respect to
any unauthorized acquisition, access, Use or Disclosure of Covered Entity's PHI by Business Associate,
its agents or subcontractors, Business Associate shall (i) investigate such unauthorized acquisition, access,
Use or Disclosure; (ii) determine whether such unauthorized acquisition, access, Use or Disclosure
constitutes a reportable Breach under the HITECH Act; and (iii) document and retain its findings under
clauses (i) and (ii). If Business Associate Discovers that a reportable Breach has occurred, Business
Associate shall notifl, Covered Entity of such reportable Breach in writing within five (5) days of the date
Business Associate Discovers such Breach. Business Associate shall be deemed to have discovered a
Breach as of the first day that the Breach is either known to Business Associate or any of its employees,
officers or agents, other than the person who committed the Breach, or by exercising reasonable diligence
should have been known to Business Associate or any of its employees, officers or agents, other than the
person who committed the Breach. To the extent the information is available to Business Associate,
Business Associate's written notice shall include the information required by 45 CFR $ 16a.a10(c).
Business Associate shall promptly supplement the written report with additional information regarding
the Breach as it obtains such information. Business Associate shall cooperate with Covered Entity in
meeting Covered Entity's obligations under the HITECH Act with respect to such Breach.
4. Business Associate's Agents. To the extent that Business Associate uses one or more
subcontractors or agents to provide services under Exhibit A, and such subcontractors or agents receive or
have access to PHI, Business Associate shall sign an agreement with such subcontractors or agents
containing substantially the same provisions as this Agreement.
5. Rights of Individuals.
a. Access to PHI. Within ten (10) days of receipt of a request by Covered Entity,
Business Associate shall make PHI maintained in a Designated Record Set available to Covered Entity or,
as directed by Covered Entity, to an Individual to enable Covered Entity to fulfill its obligations under 45
CFR $ 164.524. Subject to Section J.b below, (i) in the event that any Individual requests access to PHI
directly from Business Associate in connection with a routine billing inquiry, Business Associate shall
directly respond to such request in compliance with 45 CFR $ 164.524 and (ii) in the event such request
appears to be for a purpose other than a routine billing inquiry, Business Associate shall forward a copy
of such request to Covered Entity and shall fully cooperate with Covered Entity in responding to such
request. In either case, a denial of access to requested PHI shall not be made without the prior written
consent of Covered Entitv.
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b. Access to Electronic Health Records. If Business Associate is deemed to use or
maintain an Electronic Health Record on behalf of Covered Entity with respect to PHI, then, to the extent
an Individual has the right to request a copy of the PHI maintained in such Electronic Health Record
pursuant to 45 CFR $ 164.524 and makes such a request to Business Associate, Business Associate shall
provide such individual with a copy of the information contained in such Electronic Health Record in an
blectronic format and, if the Individual so chooses, transmit such copy directly to an entity or person
designated by the Individual. Business Associate may charge a fee to the individual for providing a copy
of such information, but such fee may not exceed Business Associate's labor costs in responding to the
request for the copy. The provisions of 45 CFR S 164.524, including the exceptions to the requirement to
provide a copy oi pffl shall otherwise apply and Business Associate shall comply therewith as if
business Associate were the o'covered entity," as such term is defined in HIPAA. At Covered Entify's
request, Business Associate shall provide Covered Entity with a copy of an Individual's PHI maintained
in an Electronic Health Record in an electronic format and in a time and manner designated by Covered
Entity in order for Covered Entity to comply with 45 CFR $ 164.524, as amended by the HITECH Act'
c. Amendment of PHI. Business Associate agrees to make any amendment(s) to
PHI in a Designated Record Set that Covered Entity directs or agrees to pursuant to 45 CFR $ 164.526 at
the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity.
d. Accounting Rights. This Section 5.d is subject to Section 5.e below. Business
Associate shall make available to Covered Entity, in response to a request from an Individual, information
required for an accounting of disclosures of PHI with respect to the Individual, in accordance with 45
CFR $ 164.528, incorporating exceptions to such accounting designated under such regulation. Such
accounting is limited to disclosures that were made in the six (6) years prior to the request and shall not
include any disclosures that were made prior to the compliance date of the HIPAA Regulations. Business
Associate shall provide such information as is necessary to provide an accounting within ten (10) days of
Covered Entity's request. Such accounting must he provided without cost to the Individual or to Covered
Entity if it is the first accounting requested by an Individual within any six (6) month period; however, a
reasonable, cost-based fee may be charged for subsequent accountings during that period if Business
Associate informs Covered Entity and Covered Entity informs the Individual in advance of the fee, the
Individual is afforded an opportunity to withdraw or modift the request and charging such fee is not
otherwise contrary to law. Such accounting obligations shall survive termination of this Agreement and
shall continue as long as Business Associate maintains PHI.
e. Accounting of Disclosures of Elecffonic Health Records. The provisions of this
Section 5.e shall be effective on the date specified in the HITECH Act. If Business Associate is deemed to
use or maintain an Electronic Health Record on behalf of Covered Entity, then, in addition to complying
with the requirements set forth in Section 5.d above, Business Associate shall maintain an accounting of
any Disclosures made through such Electronic Health Record for Treatment, Payment and Health Care
Operations, as applicable. Such accounting shall comply with the requirements of the HITECH Act. Upon
request by Covered Entity, Business Associate shall provide such accounting to Covered Entity in the
time and manner specified by Covered Entity and in compliance with the HITECH Act. Alternatively, if
Covered Entity responds to an Individual's request for an accounting of Disclosures made through an
Electronic Health Record by providing the requesting Individual with a list of all business associates
acting on behalf of Covered Entity, then Business Associate shall provide such accounting directly to the
requesting Individual in the time and manner specified by the HITECH. Act.
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f. Aglqement to_Restrict Disclosqfg. If Covered Entity is required to comply with a
restriction on the Discloiuie of PHI pursuant to Section 13405 of the HITECH Act, then Covered Entity
shall, to the extent necessary to comply with such restriction, provide written notice to Business Associate
of the name ofthe Individual requ"iting the restriction and the PHI affected thereby. Business Associate
shall, upon receipt of such notification, not Disclose the identified PHI to any health plan for the purposes
of carrying out Payment or Health Care Operations, except as otherwise required by law. Covered Entity
shall aiso notify Business Associate of any other restriction to the Use or Disclosure of PHI that Covered
Entity has agreed to in accordance with 45 CFR g 164.522.
6. &:muneration and Marketing.
a. Remuneration for PHI. This Section 6.a shall be effective with respect to
exchanges of PHI occuning six (6) months after the date of the promulgation of final regulations
implementing the provisions of Section 13405(d) of the HITECH Act. On and after such date, Business
Associate agrees that it shall not, directly or indirectlyo receive remuneration in exchange for any PHI of
Covered Entity except as otherwise permitted by the HITECH Act.
b. Limitations on Use of PHI for Marketing PurpQres. Business Associate shall not
Use or Disclose PHI for the purpose of making a communication about a product or service that
encourages recipients of the communication to purchase or use the product or service, unless such
communication: (I) complies with the requirements of subparagraph (i), (ii) or (iii) of paragraph (1) of the
definition of marketing contained in 45 CFR $ 164.501, and (2) complies with the requirements of
subparagraphs (A), (B) or (C) of Section Ba06@)(2) of the HITECH Act, and implementing regulations
or guidance that may be issued or amended from time to time. Covered Entity agrees to assist Business
Associate in determining if the foregoing requirements are met with respect to any such marketing
communication.
7. Governmental Access to Records. Business Associate shall make its internal practices,
books and records relating to the Use and Disclosure of PHI available to the Secretary for purposes of
determining Covered Entity's compliance with the HIPAA Regulations and the HITECH Act. Except to
the extent prohibited by law, Business Associate agrees to notifr Covered Entity of all requests served
upon Business Associate for information or documentation by or on behalf of the Secretary. Business
Associate shall provide to Covered Entity a copy of any PHI that Business Associate provides to the
Secretary concurrently with providing such PHI to the Secretary.
8. Minimurn Necessary. To the extent required by the HITECH Act, Business Associate
limit its Use, Disclosure or request of PHI to the Limited Data Set or, if needed, to the minimum
necessary to accomplish the intended Use, Disclosure or request, respectively. Effective on the date the
Secretary issues guidance on what constitutes "minimum necessary" for purposes of the HIPAA
Regulations, Business Associate shall limit its Use, Disclosure or request of PHI to only the minimum
necessary as set forth in such guidance.
9. State Privacy Laws. Business Associate shall comply with state laws to extent that such
state privacy laws are not preempted by HIPAA or the HITECH Act.
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10. Termination.
a. Breach by Business Aslqciate. If Covered Entity knows of a pattern of activity or
practice of Business associate ihat constitutes a material breach or violation of Business Associate's
bbligations under this Agreement, then Covered Entity shall promptly notiff Business Associate' With
respict to such breach oiviolation, Business Associate shall take reasonable steps to cure such breach or
end such violation, if possible. If such steps are either not possible or are unsuccessful, upon wriffen
notice to Business Associate, Covered Entity may terminate its relationship with Business Associate.
b. Breach by Covered EntE. If Business Associate knows of a pattern of activity or
practice of Covered Entity that constitutes a material breach or violation of Covered Entity's obligations
under this Agreement, then Business Associate shall promptly notiff Covered Entity. With respect to
such breach or violation, Covered Entity shall take reasonable steps to cure such breach or end such
violation, if possible. If such steps are either not possible or are unsuccessful, upon written notice to
Covered Entity, Business Entity may terminate its relationship with Covered Entity.
c. Automatic Termlgation. This Agreement will automatically terminate, without
any further action by the parties hereto, at such time as there are no longer any Service Agreements by
and between the parties hereto.
d. Effect of Termination. Upon termination of this Agreement for any reason,
Business Associate shall either return or destroy all PHI, as requested by Covered Entity, that Business
Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of such PHL
If Covered Entity requests that Business Associate return PHI, such PHI shall be returned in a mutually
agreed upon format and timeframe. If Business Associate reasonably determines that return or
destruction is not feasible, Business Associate shall continue to extend the protections of this Agreement
to such PHI, and limit further uses and disclosures of such PHI to those purposes that make the return or
destruction of such PHI not feasible. If Business Associate is asked to destroy the PHI, Business
Associate shall destroy PHI in a manner that renders the PHI unusable, unreadable or indecipherable to
unauthorized persons as specified in the HITECH Act.
1 1. Amendment. The parties acknowledge that state and federal laws relating to data security
and privacy are rapidly evolving and that amendment of this Agreement may be required to ensure
compliance with such developments. The parties specifically agree to take such action as is necessary to
implement any new or modified standards or requirements of HIPAA, the HIPAA Regulations, the
HITECH Act and other applicable laws relating to the security or confidentiality of PHI. Upon the request
of Covered Entity, Business Associate agrees to promptly enter into negotiation concerning the terms of
an amendment to this Agreement incorporating any such changes.
12. No Thile! Pa4v Beneficiaries. Nothing express or implied in this Agreement is intended
to confer, nor shall anything herein confer, upon any person other than Covered Entity, Business
Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities
whatsoever.
13. Effect on Underlying Arrangement. In the event of any conflict between this Agreement
and any underlying alrangement between Covered Entity and Business Associate, the terms of this
Agreement shall control.
14. Survival. The provisions of this Agreement shall survive the termination or expiration of
any underlying arrangement between Covered Entity and Business Associate.
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15. Interpretatipn. This Agreement shall he interpreted as broadly as necessary to implement
and comply with HIPAA, the HIPAA Regulations and the HITECH Act. The parties agree that any
ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with
such laws.
16. Governin&Law. This Agreement shall be construed in accordance with the laws of the
State of Florida.
17. Notices. All notices required or permitted under this Agreement shall be in writing and
sent to the other party as directed below or as otherwise directed by either party, from time to time, by
written notice to the other. All such notices shall be deemed validly given upon receipt of such notice by
certified mail, postage prepaid, facsimile transmission, e-mail or personal or courier delivery:
If to Covered Entity: Collier County Government Center
3311 Tamiami Trail E.
Naples, FL 34112
Attn: Risk Management Director
Telephone: 239 -252-8461
Facsimile: 239 -252-8048
If to Business Associate: Naples Physician Hospital Organization
d/b/a Community Health Partners
851 Fifth Avenue North. Suite 201
Naples, Florida 34102
Attention: Kathy Jardone, Chief Operating Officer
Telephone: 239 -659 -7 7 00
Facsimile : 239 -659 -7 7 99
Email: kjardone@chealthpartners.com
18. Indemnification. The Business Associate shall indemnifi and hold harmless Covered Entity
and any of Covered Entity's affrliates, directors, officers, employees and agents from and against any
claim, cause of action, liability, damage, cost or expense (including reasonable attorney's fees) arising out
of or directly relating to any non-permitted disclosure of Protected Health Information or other breach of
this Agreement by Business Associate or any affiliate, director, officer, employee, agent or subcontractor
of Business Associate.
19. Miscellaneous.
a. Severability. In the event that any provision of this Agreement is adjudged by any court
of competent jurisdiction to be void or unenforceable, all remaining provisions hereof
shall continue to be binding on the parties hereto with the same force and effect as though
such void or unenforceable provision had been deleted.
b. Waiver. No failure or delay in exercising any right, power or remedy hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, power or
remedy hereunder preclude any other further exercise thereofor the exercise ofany other
right, power or remedy. The rights provided hereunder are cumulative and not exclusive
of any rights provided by law.
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c. Entire Agreement. This Agreement constitutes the entire agreement between the parties
hereto relating to the subject matter hereof, and supercedes any prior or contemporaneous
verbal or written agreements, communications and representations relating to the subject
matter hereof.
d. Countegrarts. Facsimile. This agreement may be signed in two or more counterparts,
each of which shall be deemed an original and all of which taken together shall constitute
one and the same instrument. A copy of this Agreement bearing a facsimile signature
shall be deemed to be an orieinal.
(signature page to follow)
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed as
of the date first set forth above.
COVERED ENTITY:
BOARD OF COLINTY COMMISSIONERS OF
COLLIER COLINTY, FLOzuDA
alker, Director of Risk Management
BUSINESS ASSOCIATE:
Naples Physician Hospital Organization
Print Name:
Print Name:
As to Form and Legality:
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Print Name:
Signature
ssistant CountyAttorney
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EXIIIBIT A
The services to be performed by Business Associate require Business Associate to access, create
and use pHI on behalf of covered Entity in accordance with Agreement No. 16-6646 "onsite
Health Advocacy Coaching Services"'
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16.E.4.dPacket Pg. 2824Attachment: 1-1-21 thru 12-31-22 NaplesPhysician_Amend#1 (22850 : CHP Health Advocacy - Second Amendment)
16.E.4.dPacket Pg. 2825Attachment: 1-1-21 thru 12-31-22 NaplesPhysician_Amend#1 (22850 : CHP Health Advocacy - Second Amendment)