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Backup Documents 09/27/2022 Item #16D12 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO RE 6 THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATU Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. ** ROUTING SLIP** Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routinglines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s)(List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office JAKJMB 9/30 4. BCC Office Board of County WM/JAK 9/30 Commissioners 5. Minutes and Records Clerk of Court's Office / e PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above may need to contact staff for additional or missing information. Name of Primary Staff Phone Number Contact/Department Agenda Date Item was 9/27/22 . Agenda Item Number 16.D.!Z. Approved by the BCC Type of Document(s) .Rose ion Alfse, s#sf'er Number of Original Attached Documents Attached PO number or account number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature(instead of stamp)? N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information•(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legality. (All documents to be signed by JAK/MB the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney.) 4. All handwritten strike-through and revisions have been initialed by the County Attorney JAK/MB Office and all other parties except the BCC Chairman and the Clerk to the Board. 5. The Chairman's signature line date has been entered as the date of BCC approval of the JAK/MB document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's MB signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is uploaded to the agenda. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on_9/27_and all changes made during the JAK/MB meeting have been incorporated in the attached document. The County Attorney Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the JAK/MB BCC,all changes directed by the BCC have been made,and the document is ready for the Chairman's signature. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04;Revised 1.26.05;2.24.05;11/30/12;4/22/16;9/10/21 16D1 ?_ AGREEMENT THIS AGREEMENT is made and entered on the 27th day of September 2022. by and between Collier County.Florida.a political subdivision of the State of Florida.hereinafter referred to as "the County", and Collier Health Services. Inc.. d/b/a Healthcare Network of Southwest Florida, a Florida not for profit incorporated under the laws of the State of Florida. and a Federal Health Qualified Center. hereinafter referred to as "Center". RECITALS: WHEREAS, Section 125.01(1)(e), Florida Statutes, authorizes the County to provide health welfare programs for the residents of Collier County to the extent not inconsistent with general or special law. WHEREAS, the establishment and maintenance of such programs are in the common interest of the people of Collier County. WHEREAS,The County desires the Center to become a community health partner to assist in providing payments for health prevention programs. and mental health services to residents of the County. WHEREAS. The Center desires to be a community health partner and is willing to voluntarily provide payments for such services, subject to the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the covenants herein contained,the parties hereby agree as follows: ARTICLE I SERVICES TO BE PERFORMED 1. The Center shall provide documentation and monthly reports to the County related to payment for the delivery of hospital services, designated primary health care services. specialty health care services and other health care services. 2. The Center and/or its sub-contractor shall provide timely responses to contract requirements. Responses to inquiries from the Public Services Department or designee regarding any aspect of payment of services being provided shall be as indicated below. a. Emergency room. secondary and tertiary care for those patients determined eligible by the County Human Services Division. b. Secondary and tertiary services shall be provided upon the referring physician or designated physician's order.The referral order shall distinguish between a referral for specific therapeutic services and a diagnostic workup. 3. Nothing in this contract shall be construed to limit access for a patient to any service provided by a Health Services provider that is medically necessary and approved by the County. [22-SOC-00954/1745398/1] Page 1 of 6 O 6012 ARTICLE II PAYMENTS The County shall make intergovernmental transfers, on behalf of Collier Health Services in connection with the LIP program to the State of Florida. hereinafter referred to as "State", in accordance with the Letter of Agreement between the County and the Agency for Health Care Administration. 1. The county will remit to the State an amount not to exceed a grand total of$396.376.99. The County will transfer payments to the State in the following manner: a. The payments for the months July 2022 - June 2023 are due by October 31. 2023. to the State. 2. Center will make payments in an amount not to exceed $250,000 for eligible medical services authorized by County staff. Back up documentation will he provided for services. 3. The following document is hereby incorporated by reference as Attachment A to this Agreement. a. Low Income Pool Agreement (LIP) with State of Florida AHCA reflecting the anticipated annual distributions for State Fiscal Year 2022-2023 (Attachment A). ARTICLE III CLAIMS VALUATION AND CLAIMS PROCESSING 1. As the claims processing entity. the Center will provide quarterly financial reports to the County in such detail as required by the County. 2. Prompt payment of invoices as presented to the Center should be made within 30 business days of receipt from the County. 3. Copies of all checks issued are to be sent to the County for record keeping. ARTICLE IV TERMS OF AGREEMENT AND TERMINATION 1. The term of this Agreement shall be October 1,2022 through September 30,2023 with no renewal, or to the date upon which all funds under the agreement are disbursed by the Center, in accordance with Article VIII. 2. Either party may terminate this Agreement thirty (30) calendar days after receipt by the other party of written notice of intent to terminate. In the event of termination. the County shall pay for services rendered. prorated to the date of termination. 3. Upon breach of this Agreement, the aggrieved party may, by written notice of breach to the breaching party. terminate the whole or any part of this Agreement. Termination shall be upon no less than twenty-four(24)hours' notice, in writing,delivered by certified mail, [22-SOC-00954/1745398/1] Page 2 of 6 16D12 telegram or in person. Waiver by either party of breach of any provisions of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 4. It is further agreed that in the event general funds to finance all or part of this Agreement do not become available, the obligations of each party hereunder may be terminated upon no less than twenty-four(24) hours' notice in writing to the other party. Said notice shall be delivered by certified mail.telegram or in person.The County shall be the final authority as to the availability of funds and as to how any available funds will be allocated among its various service providers. ARTICLE V ASSIGNMENT The Center and/or its sub-contractor shall not assign or transfer this Agreement. or any interest. right or duty herein, without the prior written consent of the County. which consent shall not be unreasonably withheld by the County. Without obtaining prior consent by the County.the Center shall be allowed to assign or transfer this Agreement or any of the Center's obligations hereunder to affiliates or wholly owned subsidiaries of the Center. This Agreement shall run to the County and its successors. ARTICLE VI SUBCONTRACTING The parties agree that the Center shall be permitted to execute subcontracts for the purchase by the Center of such services, articles, supplies, and equipment, which is both necessary and incidental to the performance of the work, required under this Agreement. However. the Center expressly understands that it shall assume the primary responsibility for performing the services outlined in Article I of this Agreement. ARTICLE VII INSURANCE, SAFETY AND INDEMNIFICATION I. Indemnity. To the maximum extent permitted by Florida law. the Center and/or its sub- contractor shall indemnify and hold harmless the County against any claims, damages, losses, and expenses, including reasonable attorneys' fees and costs. arising out of or resulting from the Center's failure to pay for services or performance under this Agreement. This indemnification obligation shall not be construed to negate. abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. Center shall jointly and severally indemnify and hold harmless Collier County for all claims. demands, actions, suits, losses,costs.charges,expenses.damages and liabilities whatsoever which the County may pay. sustain, suffer or incur by reason of or in [22-SOC-00954/1745398/1] Page 3 of 6 0 16012 connection with this agreement including payment of all legal costs, including but not limited to. attorney's fees paid by the County. 2. Insurance Required: During the term of this agreement the Center shall procure and maintain liability insurance coverage. The liability insurance coverage shall be in amounts not less than $1,000,000 per person and $2.000.000 per incident of occurrence for personal injury, death, and property damage or any other claims for damages caused by or resulting from the activities under this Agreement. Such policies of insurance shall name the County as an additional insured. The Center shall purchase all policies of insurance from a financially responsible insurer duly authorized to do business in the State of Florida. The Center shall be financially responsible for any loss due to failure to obtain adequate insurance coverage and the failure to maintain such policies or certificate in the amounts set forth herein shall constitute a breach of this agreement. ARTICLE VIII BILLING PROCEDURES The Center has standard, acceptable billing procedures that the Center will utilize in the performance of its obligations under this Agreement. The County shall direct the Center to make payments pursuant to this Agreement once the County has verified the validity' of the invoices to be paid by the Center. The Center will not pay any invoices prior to the County's approval. The Center will provide copies of checks for payments as they are remitted.The Center shall also provide quarterly reports showing invoices paid and pending payments. ARTICLE IX RECORDS I. The Center and/or its sub-contractor shall keep orderly and complete records of its accounts and operations related to the services provided under this Agreement for the entire term of the Agreement plus three (3) years. The Center and/or its sub-contractor shall keep open these records to inspection by County personnel at reasonable hours during the entire term of this agreement. If any litigation,claim.or audit is commenced prior to the expiration of the three(3)year period and extends beyond this period the records must remain available until any litigation,claim or audits have been resolved. Any person duly authorized by the County shall have full access to and the right to examine any of said records during said period. Access to PHI shall be in compliance with federal laws and HIPAA. [Space Intentionally Left Blank] [22-SOC-00954/1745398/II Page 4 of 6 *�) t 1 6 D 1 2 ARTICLE X CIVIL RIGHTS 1. There will be no discrimination against any employee or person served on account of race, color. sex, age. religion, ancestry. national origin. handicap. or marital status in the performance of the Agreement. 2. It is expressly understood that,upon receipt of evidence of such discrimination,the County shall have the right to terminate this Agreement for breach of agreement. 3. The Center and/or its sub-contractor shall comply with Title VI of the Civil Rights Act of 1964(42 USC 2000d) in regard to persons served. 4. The Center and/or its sub-contractor shall comply with Title VII of the Civil Rights Act of 1964(42 USC 2000c) in regard to employees or applicants for employment. 5. The Center and/or its sub-contractor shall comply with Section 504 of the Rehabilitation Act of 1973 in regard to employees or applicants for employment and clients served. ARTICLE XI OTHER CONDITIONS 1. Any alterations,variations,modifications,or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, duly signed, and attached to the original of this Agreement. The parties agree to renegotiate the Agreement if revision of any applicable laws or regulations makes changes in the Agreement necessary. 2. This Agreement contains all the terms and conditions agreed upon by the parties.All items incorporated by reference are as though physically attached. No other agreements, oral or otherwise, regarding the subject matter of this Agreement. shall be deemed to exist or to bind any of the parties hereto. 3. The Center and/or its sub-contractor shall obtain and possess throughout the term of this Agreement all licenses and permits applicable to its operations under federal, state, and local laws, and shall comply with all fire, health, and other applicable regulatory codes. 4. The Center and/or its sub-contractor agrees to comply with all applicable requirements and guidelines prescribed by the County for recipients of funds. 5. The Center and/or its sub-contractor agree to safeguard the privacy of information pursuant to the Health Insurance Portability and Accountability Act of 1996(HIPAA), [22-SOC-00954/1745398/11 Page 5 of 6 ``� 16012 IN WITNESS WHEREOF,the parties have executed this Agreement on the dates indicated below. AS TO THE COUNTY: BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIER COUN Y, FLORIDA CRYSTAL . 1ifffi C...1) t.• By: ^ By: t 7 11 , izepeomeerk Will' L. McDaniel,Jr., Chairman S :0 vl1 1 S ft,. ark Dated: September 27, 2022 AS TO THE CENTER: COLLIER HEALTH SERVICES, INC., D/B/A HEALTHCARE NETWORK OF Witness#1 Signature SOUTHWEST FLORIDA Witness#1 Printed Name By: Printed Name: Witness#2 Signature Title: Witness#2 Printed Name Dated: Approved :s , ,, and legality: ..,,MI 'CZ ri, '- A..' r ou ► Attorney 411 [22-SOC-00954/1745398/1] Page 6 of 6 0 Cr)* Doc:uSign Envelope ID'40837122-D5CA-4432-9EAD-C68F9B01D971 1 6 0 1 Low Income Pool Letter of Agreement THIS LETTER OF AGREEMENT (LOA) is made and entered into in duplicate on the L day of 6eyhrJc- 2022, by and between Collier County BoCC (the "IGT Provider") on behalf of Healthcare Network of SW Florida(Collier) . and the State of Florida, Agency for Health Care Administration (the "Agency"), for good and valuable consideration, the receipt and sufficiency of which is acknowledged. DEFINITIONS "Charity care" or"uncompensated charity care" means that portion of hospital charges reported to the Agency for which there is no compensation, other than restricted or unrestricted revenues provided to a hospital by local governments or tax districts regardless of the method of payment. Uncompensated care includes charity care for the uninsured but does not include uncompensated care for insured individuals, bad debt. or Medicaid and Children's Health Insurance Program (CHIP) shortfall. The state and providers that are participating in Low Income Pool (LIP) will provide assurance that LIP claims include only costs associated with uncompensated care that is furnished through a charity care program and that adheres to the principles of the Healthcare Financial Management Association (HFMA) operated by the provider. "Intergovernmental Transfers (IGTs)" means transfers of funds from a non-Medicaid governmental entity (e.g., counties, hospital taxing districts, providers operated by state or local government) to the Medicaid agency. IGTs must be compliant with 42 CFR Part 433 Subpart B. "Low Income Pool (LIP)" means providing government support for safety-net providers for the costs of uncompensated charity care for low-income individuals who are uninsured. Uncompensated care includes charity care for the uninsured but does not include uncompensated care for insured individuals. "bad debt," or Medicaid and CHIP shortfall. "Medicaid" means the medical assistance program authorized by Title XIX of the Social Security Act, 42 U.S.C. §§ 1396 et seq., and regulations thereunder, as administered in Florida by the Agency. A. GENERAL PROVISIONS 1. Per House Bill 5001, the General Appropriations Act of State Fiscal Year 2022-23. passed by the 2022 Florida Legislature, the IGT Provider and the Agency agree that the IGT Provider will remit IGT funds to the Agency in an amount not to exceed the total of $396,376.99 if the entire State Fiscal Year(SFY) 22-23 distribution is paid using the enhanced Federal Medical Assistance Percentage (FMAP) per the Families First Coronavirus Response Act or $396,376.99 if a portion of the SFY22-23 distribution is paid after the expiration of the end of the enhanced FMAP. a. The IGT Provider and the Agency have agreed that these IGT funds will only be used to increase the provision of health services for the charity care of the IGT Provider and the State of Florida at large. b. The increased provision of charity care health services will be accomplished through the following Medicaid programs: i. LIP payments to hospitals. federally qualified health centers, Medical School Physician Practices. community behavioral health providers, and Collier County BoCC _LIP LOA SFY 2022-23 Healthcare Network of SW Florida (Collier) DocuSign Envelope ID:40837122-D5CA-4432-9EAD-C68F9B01D971 1 6 El 1 2 rural health centers pursuant to the approved Centers for Medicare & Medicaid Services Special Terms and Conditions. 2. The IGT Provider will return the signed LOA to the Agency no later than October 1, 2022. 3. The IGT Provider will pay IGT funds to the Agency in an amount not to exceed the total of $396,376.99 if the entire SFY22-23 distribution is paid prior to the end of the public health emergency or $396,376.99 if a portion of the SFY22-23 distribution is paid after the end of the public health emergency. a. Per Florida Statute 409.908, annual payments for the months of July 2022 through June 2023 are due to the Agency no later than October 31, 2022, unless an alternative plan is specifically approved by the agency. b. The Agency will bill the IGT Provider when payment is due. 4. The IGT Provider and the Agency agree that the Agency will maintain necessary records and supporting documentation applicable to health services covered by this LOA. a. Audits and Records i. The IGT Provider agrees to maintain books, records, and documents (including electronic storage media) pertinent to performance under this L O A in accordance with generally accepted accounting procedures and practices, which sufficiently and properly reflect all revenues and expenditures of funds provided. ii. The IGT Provider agrees to assure that these records shall be subject at all reasonable times to inspection, review, or audit by state personnel and other personnel duly authorized by the Agency, as well as by federal personnel. iii. The IGT Provider agrees to comply with public record laws as outlined in section 119.0701, Florida Statutes. b. Retention of Records i. The IGT Provider agrees to retain all financial records, supporting documents, statistical records, and any other documents(including electronic storage media) pertinent to performance under this LOA for a period of six (6) years after termination of this LOA, or if an audit has been initiated and audit findings have not been resolved at the end of six(6) years, the records shall be retained until resolution of the audit findings. ii. Persons duly authorized by the Agency and federal auditors shall have full access to and the right to examine any of said records and documents. Collier County BoCC _LIP LOA SFY 2022-23 Healthcare Network of SW Florida(Collier) DocuSign Envelope ID:40837122-D5CA-4432-9EAD-C68F9B010971 iii. The rights of access in this section must not be limited to the required retention period but shall last as long as the records are retained. c. Monitoring i. The IGT Provider agrees to permit persons duly authorized by the Agency to inspect any records, papers, and documents of the IGT Provider which are relevant to this LOA. d. Assignment and Subcontracts i. The IGT Provider agrees to neither assign the responsibility of this LOA to another party nor subcontract for any of the work contemplated under this LOA without prior written approval of the Agency. No such approval by the Agency of any assignment or subcontract shall be deemed in any event or in any manner to provide for the incurrence of any obligation of the Agency in addition to the total dollar amount agreed upon in this LOA. All such assignments or subcontracts shall be subject to the conditions of this LOA and to any conditions of approval that the Agency shall deem necessary. 5. This LOA may only be amended upon written agreement signed by both parties. The IGT Provider and the Agency agree that any modifications to this LOA shall be in the same form, namely the exchange of signed copies of a revised LOA. 6. The IGT Provider confirms that there are no pre-arranged agreements (contractual or otherwise) between the respective counties, taxing districts, and/or the providers to re- direct any portion of these aforementioned charity care supplemental payments in order to satisfy non-Medicaid, non-uninsured, and non-underinsured activities. 7. The IGT Provider agrees the following provision shall be included in any agreements between the IGT Provider and local providers where IGT funding is provided pursuant to this LOA: "Funding provided in this Agreement shall be prioritized so that designated IGT funding shall first be used to fund the Medicaid program (including LIP or DSH) and used secondarily for other purposes." 8. This LOA covers the period of July 1, 2022, through June 30, 2023, and shall be terminated September 30, 2023, which includes the states certified forward period. 9. This LOA may be executed in multiple counterparts, each of which shall constitute an original, and each of which shall be fully binding on any party signing at least one counterpart. Collier County BoCC _LIP LOA SFY 2022-23 Healthcare Network of SW Florida(Collier) 1 6 D 1 2 DocuSign Envelope ID 40837122-D5CA-4432-9EAD-C68F9B01D971 LIP Local Intergovernmental Transfers (IGTs) Program /Amount State Fiscal Year 2022-2023 Estimated IGTs $396.376.99 Total Funding Not to Exceed $396,376.99 WITNESSETH: IN WITNESS WHEREOF, the parties have caused this page Letter of Agreement to be executed by their undersigned officials as duly authorized. C3LC . r STATE OF FLORIDA, AGENCY FOR HEALTH CARE ADMINISTRATION SIGNED SIGNED BY: BY: NAME: William L. McDaniel, Jr.,Chairman NAME: TITLE: C�u:r/A-14„ TITLE: DATE: q/2.7/Z Z. DATE: ATTEST Appro tbrfe and le li CRYST 1 .. ,CLERK BY: .�'I JeffreyA.4rYii '('' t' f tzMa'wr,-Gbunty Attorney � . I�f 'q, Cl✓t �� jL1,i11v Collier County BoCC _LIP LOA SFY 2022-23 Healthcare Network of SW Florida(Collier) AG REEMENT THIS AGREEMENT is made and entered on the 27th day of September 2022, by and between Co ll ier County, Florida, a political subdivision of the State of Florida, hereinafter referred to as "the County'', and Collier Health Services, Inc .. d/b/a Healthcare Network of Southwest Florida , a Florida not for profit incorporated under the law s of the State of Florida. and a Federal Health Qua li fied Center, hereinafter referred to as "Center". REC ITALS: WHEREAS, Section 125.0l(l )(e). Florida Statutes, a uthorizes the County to pr ovide health welfare programs tor the re sidents of Collier County to the extent not incon s istent with general or specia l law . WHEREAS, the establi shme nt and maintenance of such program s are in th e common intere st of the people ofCollier County. WHEREAS, The County des ires the Center to become a comm unity health partne r to assist in providing payments for health prevention prog rams , and mental health services to residents of the County. WHEREAS. The Center desires to be a community health partner and is willing to voluntarily provide payments for such services, subject to the terms and conditions hereinaft e r se t forth . NOW TH EREFORE, in consi deration of the covenants herein contained , the parties hereby agree as follows: ARTI CLE I SERVICES TO BE PERFO RMED I . The Ce nter shall provide docu mentation and monthly reports to the County re lated to payment for the del ivery of hospital serv ices. designated primary health care services. sp ecialty health care services and other health ca re se rvices. 2. T he Ce nter and/or its sub-contractor shall provide timely resp onse s to cont ra ct requi rements. Responses to inquiries fro m the Public Se rvices Department or de sig nee regarding any aspect of payment of services being provided shall be as indicated below. a . Emergency room, secondary and tertiary care for those patients determined eligible by the County Human Services Divisi on. b . Secondary and tertiary services shall be provided upon the referring phy sician or des ignated physician's order. The referral order sh all di stingui sh be tween a referral for specific therapeutic serv ices and a diagnostic workup. 3. Nothing in this contract shall be construed to limit access for a patient to any se rvice provided by a Health Services provider that is medi ca ll y ne cessary and approved by the County. [22-SOC-0095 411745398/1] Page I of6 ARTICLE II PAYMENTS The County shall make intergovernmental tran s fers , on behalf of Collier Health ervices in co nnecti on with the LIP program to the State of Florida, hereinafte r referred to as "State", in acco rdan ce with the Letter of Agreement bet\\ een the County and the Agency for Health Ca re Adminis trati on. I. The co unt y will remit to the tate an amount not to exceed a grand tota l of $396,376.99. The County will transfer payments to the State in the following manner: a. The payment s for the month s J ul y 2022 -June 2023 arc due by October 3 1. 2023. to the State. 2. Ce nter will make payments in an amount no t to exceed $250,000 for eligible medica l serv ices authorized by Co unt y staff. Back up documentation will be provided for serv ices. 3. The fo llowing document is hereby in co rporated by referen ce as Attachment A to this Agreement. a. Low Income Poo l Agreement (LIP) with tate of Florida AHCA reflecting the anticipated annual distributio ns for State Fiscal Year 2022-2023 (Attachment A). ART ICLE Ul C LA1MS VALUAT ION AND CLAIMS PROCESS ING I. As the claim s proces si ng entity, the Ce nter will pr ov ide quarterly fi nancial reports to the Cou nty in such detail as required by the County. 2. Prom pt payment o f inv oices as presented to the Ce nter should be made within 30 business da ys of rece ipt fro m the County. 3. Copies of all checks iss ued are to be se nt to the Co unty for rec ord keeping . ART ICLE IV TERM OF AGREEMENT AND TERM INATION I. The term o f this Agreement shall be October 1, 2022 through Se ptemb er 30, 2023 with no renewal , or to the da te upon which all funds under the agreement are disbursed by the Cen ter. in accordance \\ ith Article V Il l. 2. Ei ther party may terminate thi s Agreeme nt th irty (30) calendar day s afte r receipt by the ot her party of written notice o f intent to termi nate . In the event of terminati on, the County shall pay for serv ices render ed, prorated to the date of termination . 3. Upon breach of this Agreement, the aggrieved party ma y. by wr itten notice of breach to th e brea chin g party , terminat e the whole or any part of thi s Agreeme nt. Termination shall be up on no le ss than twenty-fo ur (24) hour s' noti ce, in writing, delivered by certified mail , (22-SOC-00954/174539811] Page 2 of6 telegram or in perso n. Waiver by either party o f breach of any pr ovisions of thi s Agreement shall not be deemed to be a waive r of any othe r or subsequent breach and sha ll not be construed to be a modification of the terms of this Agreement. 4. It is further agreed that in the event general funds to finance all or part of th is Agreement do not become available, the obligations of each party hereunder may be tcnninated up on no less than twenty-fou r (24) hours ' notice in writing to the other party. Said notice shall be delivered by C·ertified mail , telegram or in person. The County sha ll be the final au th ority as to the availability of funds and as to how any available funds will be allocated among its various service pr ovi ders. ARTICLE V ASS IGNMENT The Center and/or its sub-contractor shall not assign or transfer thi s Agreement, or any interest, right or duty herein, without the prior written co nsem of the County, which consent sha ll not be unreasonably withhe ld by the County. Without obtaining prior consent by the County, the Center shall be allowed to assign or transfer this Agreement or any of the Center's obligations hereunder to affiliates or wholly owned s ubsidiaries of the Center. This Agreement shall run to the County and it s successors. ARTICLE VI SUBCONTRACT ING Th e parties agree that the Center shall be permitted to execute subcontracts fo r the purchase by the Center of s uch services, articles, supplies, and equipment, ·which is bolh necessary and incidental to the performance of the work, required under this Agreement. However, the Ce nter expressly understands that it shall as s ume the primary responsibility tor performing the servi ces outlined in Art icle I ofthis Ag reement. ARTICLE VII INSURANCE, SAFETY AND INDEMNIFICATION I. Indemnity. To the maximum extent permitted by Florida law , the Center and/or its sub- contractor shall indemnify and hold harm less the County against any claim s, damages, losses, and expenses. including reasonable attorneys' fees and costs. arising out of or resulting from the Center's failure to pay for services or performance under this Ag reement. This indemni fi cation obligation shall not be construed to negate. abridge or reduce any other rights or remedie s which otherwi se may be available to an indemnified party or person described in this paragraph. Center s hall jointl y and severally indemnify and hold harmless Collier Co unty for all cla im s. demands, actions, suits, lo sses, costs. c harge s. expenses. damages and liabilities whatsoever which the County ma y pay, s ustain , suffer or incur by reason of or in [22-SOC-00954/1745398/ I] Pa ge 3 of6 co nnect ion with th is agree ment in c ludin g pay me nt o f a ll legal cos ts. inc ludin g but not limited to, att orne y's fee s paid by the Co unty. 1. In s uranc e Re qui red: Duri ng the term of th is agreem ent the Center sha ll proc ure and ma intain liabil ity in s uran ce co vera ge . Th e liabilit y insuran ce covera ge shall be in amount s not less tha n $1.0 00.000 pe r person and $2,000 ,000 pe r in c id e nt of occurren ce fo r perso nal inj ury . dea th, and pro pert) damage or an y othe r c laims for dama ges cau sed by or res ultin g fr om th e acti vitie s und er thi s Agreement. uch poli c ies o f insura nce shall na me the Counry as an addi tional in sured . The Center sha ll purc has e all po lic ies of ins urance from a fina nc iall y re sponsi b le in sure r dul y auth ori ze d to do bu si ness in th e tate o f Fl orida . The Cen ter shall be finan c ia ll y respons ib le for an y loss due to failure to ob tain ade quate in surance CO \ erage and the fa ilure to ma in tain suc h polic ie s or ce rtifi cat e in th e am o unt s se t forth he rei n shall co nstitu te a brea c h o f thi s agree ment. ARTIC LE VIII OILLIN G PRO CE DURE S 1 he Ce nte r has standard , a cc eptabl e bill in g procedures that the Ce nter will ut ilize in the per fo rm ance o f it s o bli gati ons unde r thi s Agre ement. The Co un ry shall di rec t the Center to mak e pa )Tnent s pursu ant to th is Agreem ent once the Co unty has ve rified the valid ity of the inv oice s to be pa id by the Cente r. The Center will not pay any invo ices pr io r to the Co unt y' ap prov a l. The Ce nter will provid e co pi es of chec ks for paym ent s as th ey are remitted . The Cente r shaJ I a lso prov ide quarte rly report s show in g invo ice s paid a nd pendin g payments. ARTICLE IX REC ORD S l . The Cente r and/or its sub -c ontrac tor sha ll keep ord erl y a nd comp lete records o fits account s a nd o perati ons re lat ed to the service s provided un der thi s Ag reemen t for the entire term o f the Ag reeme nt plu s three (3) year s. The Cen te r and/o r its sub -co ntrac tor sha ll kee p o pen th ese records to in specti on by Cou nty perso nne l at rea so nab le hour s du rin g the ent ire term of thi s a greem e nt. If an y litigati on, c la im. or a udi t is comm e nced pri or to th e ex pirati on o f th e three (3) ye ar peri od and extend s beyo nd thi s pe riod the records must remain available unti l any li tigati on. c laim or audits have been resolved . Any pe r on dul y authori zed by th e Coun ty shall have full acce ss to and the ri ght to examin e an y of sa id record s during sa id per iod . Acc ess to PHI sha ll be in comp lia nce with fed eral laws and HlPAA. [Sp ace lnt e nt io nal~v Left Blank} [22-SOC-00954 174 539811) Page 4 of6 ARTI CLE X CIVIL RIGHTS 1. TI1ere will be no di scri minati on against any employee or per so n served on account of race, color, sex, age, religion. ance stry . national origin. handicap , or marital status in the performance of the Agreement. 2 . It is ex press ly understood that , upon receipt of evidence of such discrimination, the County shall have the right to terminate thi s Agreement fo r breach of agreement. 3. The Cemer and/or its sub-contractor shall comply with Title VI of the Civil Rights Act of 1964 (42 USC 2000d) in rega rd to persons served. 4. The Center and/or its sub-contractor shall comply with Title VII of the Civil Righrs Act of 1964 ( 42 USC 2000c) in regard to employees or applicants for employment. 5. T he Center and/or its sub-contractor shall comp ly with Section 504 of the Rehabilitati on Act of 1973 in regard to employees or applicants for employment and clients served. AR TIC LE XJ OTHER COND ITIONS I . Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, duly signed, and attached to the original of thi s Agreement. The parties agree to renegotiate the Agreement if rev is ion of any applicaele Jaws or regulations make s changes in the Agreement necessary. 2. Th is Agreement contains all the terms and condi tion s agreed up on by the parties. All items incorporated by reference are as though physically attached. No other agreements, oral or otherwise, regard ing the subject matter of this Agreement , shall be deemed to exist or to bind any of the parties hereto. 3. The Ce nter and/or its sub -contractor shall obtain and possess through out the term of thi s Agreement all licenses and permits applicable to its operation s under federal. state . and local law s, and shall comply with all fire. he al th, and othe r applicable regulatory codes . 4. The Ce nte r and/or its su b-co ntractor agrees to comply with all applicable requirements and guidel ines prescribed by the County for recipients of funds. 5. The Center and/or its sub-contractor agree to safegua rd the privac y of information pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA ), [22-SOC-00954/1745 39811] Page 5 of6 IN WITNES S WHEREOF. the partie s have execu ted thi s Agreement on the dates indi cated bel ow. ATTEST : CRY STAL ~~- Lt "=>C\.. t a...., f " ~ za:•me and le ga lity : A . (22-OC-00954 1745 398 I] AS TO T HE COUNTY: BOARD OF CO UNTY COMMISSIONER COLLTER COUN Y , FLORIDA Dated : September 27, 2022 AS TO THE CENTE R: COLLIER HEALTH ERVICES.INC., D/B/A HEAL TH CA RE NETWORK OF SOUTHW E:.ST aORIDA Tit le c:;_o Dated : ~ /J: / ¥J d 'd- 1 Pa ge 6 o f6 _LIP LOA SFY 2022-23 Low Income Pool Letter of Agreement THIS LETTER OF AGREEMENT (LOA) is made and entered into in duplicate on the day of 2022, by and between (the “IGT Provider”) on behalf of , and the State of Florida, Agency for Health Care Administration (the “Agency”), for good and valuable consideration, the receipt and sufficiency of which is acknowledged. DEFINITIONS “Charity care” or “uncompensated charity care” means that portion of hospital charges reported to the Agency for which there is no compensation, other than restricted or unrestricted revenues provided to a hospital by local governments or tax districts regardless of the method of payment. Uncompensated care includes charity care for the uninsured but does not include uncompensated care for insured individuals, bad debt, or Medicaid and Children’s Health Insurance Program (CHIP) shortfall. The state and providers that are participating in Low Income Pool (LIP) will provide assurance that LIP claims include only costs associated with uncompensated care that is furnished through a charity care program and that adheres to the principles of the Healthcare Financial Management Association (HFMA) operated by the provider. “Intergovernmental Transfers (IGTs)” means transfers of funds from a non-Medicaid governmental entity (e.g., counties, hospital taxing districts, providers operated by state or local government) to the Medicaid agency. IGTs must be compliant with 42 CFR Part 433 Subpart B. “Low Income Pool (LIP)” means providing government support for safety-net providers for the costs of uncompensated charity care for low-income individuals who are uninsured. Uncompensated care includes charity care for the uninsured but does not include uncompensated care for insured individuals, “bad debt,” or Medicaid and CHIP shortfall. “Medicaid” means the medical assistance program authorized by Title XIX of the Social Security Act, 42 U.S.C. §§ 1396 et seq., and regulations thereunder, as administered in Florida by the Agency. A. GENERAL PROVISIONS 1. Per House Bill 5001, the General Appropriations Act of State Fiscal Year 2022-23, passed by the 2022 Florida Legislature, the IGT Provider and the Agency agree that the IGT Provider will remit IGT funds to the Agency in an amount not to exceed the total of if the entire State Fiscal Year (SFY) 22-23 distribution is paid using the enhanced Federal Medical Assistance Percentage (FMAP) per the Families First Coronavirus Response Act or if a portion of the SFY22-23 distribution is paid after the expiration of the end of the enhanced FMAP. a. The IGT Provider and the Agency have agreed that these IGT funds will only be used to increase the provision of health services for the charity care of the IGT Provider and the State of Florida at large. b. The increased provision of charity care health services will be accomplished through the following Medicaid programs: i. LIP payments to hospitals, federally qualified health centers, Medical School Physician Practices, community behavioral health providers, and DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 $396,376.99 $396,376.99 Healthcare Network of SW Florida (Collier) Healthcare Network of SW Florida (Collier) Collier County BoCC Collier County BoCC _LIP LOA SFY 2022-23 rural health centers pursuant to the approved Centers for Medicare & Medicaid Services Special Terms and Conditions. 2. The IGT Provider will return the signed LOA to the Agency no later than October 1, 2022. 3. The IGT Provider will pay IGT funds to the Agency in an amount not to exceed the total of if the entire SFY22-23 distribution is paid prior to the end of the public health emergency or if a portion of the SFY22-23 distribution is paid after the end of the public health emergency. a. Per Florida Statute 409.908, annual payments for the months of July 2022 through June 2023 are due to the Agency no later than October 31, 2022, unless an alternative plan is specifically approved by the agency. b. The Agency will bill the IGT Provider when payment is due. 4. The IGT Provider and the Agency agree that the Agency will maintain necessary records and supporting documentation applicable to health services covered by this LOA. a. Audits and Records i. The IGT Provider agrees to maintain books, records, and documents (including electronic storage media) pertinent to performance under this L O A in accordance with generally accepted accounting procedures and practices, which sufficiently and properly reflect all revenues and expenditures of funds provided. ii. The IGT Provider agrees to assure that these records shall be subject at all reasonable times to inspection, review, or audit by state personnel and other personnel duly authorized by the Agency, as well as by federal personnel. iii. The IGT Provider agrees to comply with public record laws as outlined in section 119.0701, Florida Statutes. b. Retention of Records i. The IGT Provider agrees to retain all financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to performance under this LOA for a period of six (6) years after termination of this LOA, or if an audit has been initiated and audit findings have not been resolved at the end of six (6) years, the records shall be retained until resolution of the audit findings. ii. Persons duly authorized by the Agency and federal auditors shall have full access to and the right to examine any of said records and documents. DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 Collier County BoCC $396,376.99 Healthcare Network of SW Florida (Collier) $396,376.99 _LIP LOA SFY 2022-23 iii. The rights of access in this section must not be limited to the required retention period but shall last as long as the records are retained. c. Monitoring i. The IGT Provider agrees to permit persons duly authorized by the Agency to inspect any records, papers, and documents of the IGT Provider which are relevant to this LOA. d. Assignment and Subcontracts i. The IGT Provider agrees to neither assign the responsibility of this LOA to another party nor subcontract for any of the work contemplated under this LOA without prior written approval of the Agency. No such approval by the Agency of any assignment or subcontract shall be deemed in any event or in any manner to provide for the incurrence of any obligation of the Agency in addition to the total dollar amount agreed upon in this LOA. All such assignments or subcontracts shall be subject to the conditions of this LOA and to any conditions of approval that the Agency shall deem necessary. 5. This LOA may only be amended upon written agreement signed by both parties. The IGT Provider and the Agency agree that any modifications to this LOA shall be in the same form, namely the exchange of signed copies of a revised LOA. 6. The IGT Provider confirms that there are no pre-arranged agreements (contractual or otherwise) between the respective counties, taxing districts, and/or the providers to re- direct any portion of these aforementioned charity care supplemental payments in order to satisfy non-Medicaid, non-uninsured, and non-underinsured activities. 7. The IGT Provider agrees the following provision shall be included in any agreements between the IGT Provider and local providers where IGT funding is provided pursuant to this LOA: “Funding provided in this Agreement shall be prioritized so that designated IGT funding shall first be used to fund the Medicaid program (including LIP or DSH) and used secondarily for other purposes.” 8. This LOA covers the period of July 1, 2022, through June 30, 2023, and shall be terminated September 30, 2023, which includes the states certified forward period. 9. This LOA may be executed in multiple counterparts, each of which shall constitute an original, and each of which shall be fully binding on any party signing at least one counterpart. DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 Healthcare Network of SW Florida (Collier) Collier County BoCC _LIP LOA SFY 2022-23 LIP Local Intergovernmental Transfers (IGTs) Program / Amount State Fiscal Year 2022-2023 Estimated IGTs Total Funding Not to Exceed WITNESSETH: IN WITNESS WHEREOF, the parties have caused this page Letter of Agreement to be executed by their undersigned officials as duly authorized. IGT Provider STATE OF FLORIDA, AGENCY FOR HEALTH CARE ADMINISTRATION SIGNED BY: SIGNED BY: NAME: NAME: TITLE: TITLE: DATE: DATE: DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 Jeff Newman $396,376.99 Healthcare Network of SW Florida (Collier) Collier County BoCC $396,376.99 Financial & Operation Manager Medical/Health Care Program Analyst Kiana Redding DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 DocuSign Envelope ID: 40837122-D5CA-4432-9EAD-C68F9B01D971 16D12 DocuSign Envelope ID:S87C07CB-9677-4ADC-975A-C4CE8A9B3E97 DocuSign Envelope ID:887C07CB-9677-4A0C-975A-C4CE8A9B3E97 Public Emergency Medical Transportation Letter of Agreement THIS LETTER OF AGREEMENT(LOA)is made and entered into in duplicate on the 13th day of September 2022,by and between Collier County(the"IGT Provider")on behalf of Collier County EMS,and the State of Florida,Agency for Health Care Administration(the"Agency"),for good and valuable consideration,the receipt and sufficiency of which is acknowledged. DEFINITIONS "Intergovernmental Transfers(IGTs)"means transfers of funds from a non-Medicaid governmental entity (e.g.,counties, hospital taxing districts, providers operated by state or local government)to the Medicaid agency. IGTs must be compliant with 42 CFR Part 433 Subpart B. "Medicaid"means the medical assistance program authorized by Title XIX of the Social Security Act, 42 US.C. §§ 1396 et seq., and regulations thereunder, as administered in Florida by the Agency. "Public Emergency Medical Transportation(PEMT),"pursuant to the General Appropriation Act, Laws of Florida 2022-156 is the program that provides supplemental payments for eligible Public Emergency Medical Transportation (PEMT) entities that meet specified requirements and medical transportation services to Medicaid beneficiaries, provide emergency A. GENERAL PROVISIONS 1. Per House Bill 5001, the General Appropriations Act of State Fiscal Year 2022-2023,passed by the 2022 Florida Legislature,the IGT Provider and the Agency agree that the IGT Provider will remit IGT funds to the Agency in an amount not to exceed the total of $602,602.07. The IGT Provider and the Agency have agreed that these IGT funds will only be used for the PEMT program. 2. The IGT Provider will return the signed LOA to the Agency. 3. The IGT Provider will pay IGT funds to the Agency in an amount not to exceed the total of $602,602.07.The IGT Provider will transfer payments to the Agency in the following manner: a. Per Florida Statute 409.908,annual payments for the months of July 2022 through Jun 2023 are due to the Agency no later than October 31,2022, unless an alternative plan is specifically approved by the agency. b. The Agency will bill the IGT Provider when payment is due. 4. The IGT Provider and the Agency agree that the Agency will maintain necessary records and supporting documentation applicable to health services covered by this LOA in accordance with public records laws and established retention schedules. a, AUDITS AND RECORDS _PEMT LOA SFY 2022-23 16012 DocuSign Envelope ID:887C07CB-9677-4ADC-975A C4CE8A9B3E97 DocuSign Envelope ID:887C07C0-9877-4A0C-975A-C4CE8A9B3E97 i. IGT Provider agrees to maintain books, records, and documents (including electronic storage media)pertinent to performance under this LOA in accordance with generally accepted accounting procedures and practices, which sufficiently and properly reflect all revenues and expenditures of funds provided. ii. IGT Provider agrees to assure that these records shall be subject at all reasonable times to inspection, review, or audit by state personnel and other personnel duly authorized by the Agency, as well as by federal personnel, iii. IGT Provider agrees to comply with public record laws as outlined in section 119.0701, Florida Statutes. b. RETENTION OF RECORDS i. The IGT Provider agrees to retain all financial records, supporting documents, statistical records, and any other documents (including electronic storage media) pertinent to performance under this LOA for a period of six (6) years after termination of this LOA,or if an audit has been initiated and audit findings have not been resolved at the end of six (6) years, the records shall be retained until resolution of the audit findings. ii. Persons duly authorized by the Agency and federal auditors shall have full access to and the right to examine any of said records and documents. iii. The rights of access in this section must not be limited to the required retention period but shall last as long as the records are retained. c. MONITORING i. IGT Provider agrees to permit persons duly authorized by the Agency to inspect • any records, papers, and documents of the IGT Provider which are relevant to this LOA. d. ASSIGNMENT AND SUBCONTRACTS i. The IGT Provider agrees to neither assign the responsibility of this LOA to another party nor subcontract for any of the work contemplated under this LOA without prior written approval of the Agency. No such approval by the Agency of any assignment or subcontract shall be deemed in any event or in any manner to provide for the incurrence of any obligation of the Agency in addition to the total dollar amount agreed upon in this LOA. All such assignments or subcontracts shall be subject to the conditions of this LOA and to any conditions of approval that the Agency shall deem necessary. 5. This LOA may only be amended upon written agreement signed by both parties. The IGT Provider and the Agency agree that any modifications to this LOA shall be in the same form, namely the exchange of signed copies of a revised LOA. 6. IGT Provider confirms that there are no pre-arranged agreements(contractual or otherwise) between the respective counties,taxing districts, and/or the providers to re-direct any portion _PEMT LOA...SPY 2022-23 , C'AO 1 6012 DocuSign Envelope ID:887C07CB-9677-4ADC-975A-C4CE8A9B3E97 DocuSign Envelope ID:887C07CB-9677.4ADC-975A-C4CE8A9B3E97 of these aforementioned supplemental payments in order to satisfy non-Medicaid, non- uninsured, and non-underinsured activities. 7 IGT Provider agrees the following provision shall be included in any agreements between IGT Provider and local providers where IGT funding Is provided pursuant to this LOA. Funding provided in this agreement shall be prioritized so that designated IGT funding shall first be used to fund the Medicaid program and used secondarily for other purposes. 8. This LOA covers the period of July 1, 2022,through June 30, 2023, and shall be terminated September 30, 2023,which includes the states certified forward period. 9. This LOA may be executed in multiple counterparts,each of which shall constitute an original, and each of which shall be fully binding on any party signing at least one counterpart. _ PEMT Local Intergovernmental Transfers —i Program!Amount _ State Fiscal Year 2022-2023 Estimated IGTs — $602.802.07 Total Funding Not to Exceed _ 1 — i $G02.602AZ_- IN WITNESS WHEREOF,the parties have caused this page Letter of Agreement to be executed by their undersigned officials as duly authorized. IGT Provider Board Commissioners STATE OF FLORIDA,AGENCY FOR o C Ii County, Ida HEALTH CARE ADMINISTRATION SIGNED C• SIGNED BY: • BY: 1 WJ NAME: Wi iam L. McDaniel,Jr. NAME: ------ Tnm Wallarp TITLE: Chairman TITLE: nerdy Sanitary for Medicaid DATE: 9 /2712Z DATE: I)•/)1Jr-.. i t I ATI'BS i C--ti .'NI 4 , ,CLI.K APProv t` and legality - ! BY: r'.1g Imo . r JI t ��rr d`• Jeffrey A. 'titzk,w,County Attorney If 1ph•1<, 13 rL ( 1 i _PEMT LOA SFY 2022-23 , • CAO 1