Backup Documents 04/23/2024 Item #16F2 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 16 F 2
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
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.
**NEW** 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 routing lines#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
C5 /2 Ifiq
4. BCC Office Board of County
Commissioners CN /lt*i 1 Z y/v
5. Minutes and Records Clerk of Court's Office
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 Cherie DuBock/EMS Phone Number 239-252-3756
Contact/ Department
Agenda Date Item was 4/23/2024 Agenda Item Number 28555
Approved by the BCC 16 r2
Type of Document Purchase Agreement-CFBHN-24.v1®14 5 Number of Original 2 4
Attached (3osiness Ass6a4fe /k etenGeF - 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? CD
2. Does the document need to be sent to another agency for additional signatures? If yes, CD
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be CD
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's CD
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 CD
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 CD
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip NA
should be provided to the County Attorney Office at the time the item is input into SIRE.
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 4/23/24 (enter date)and all changes N/A is not
made during the meeting have been incorporated in the attached document. The an option for
County Attorney's Office has reviewed the changes,if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the S an option for
Chairman's signature. this line.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
16F2
Purchase Agreement#PJ290
Central Florida Between
Behavioral Health
Nettwowork,,Inc. Central Florida Behavioral Health Network,Inc.
Your Managing Entity And
Collier County Board of County Commissioners
THIS AGREEMENT "Agreement" is entered into by and between CENTRAL FLORIDA BEHAVIORAL HEALTH
NETWORK, INC., hereinafter referred to as "CFBHN" or the "Company" and Collier County Board of County
Commissioners(BOCC),hereinafter referred to as the"Contractor", (Company and Contractor shall be jointly referred
to herein as the"Parties").
FOR AND IN CONSIDERATION of the mutual undertakings and agreements hereinafter set forth,the Parties agree
as follows:
1. General Description
The Department of Children and Families requires that CFBHN enter into agreements with parties under the
Coordinated Opioid Recovery(CORE) Network of Addiction Care. The Department of Children and Families (DCF)
through Chapters 394 and 397,F.S., provides CFBHN with the authority to contract with independent contractors.
2. Service Tasks
Collier County BOCC will work to support CORE objectives in congruency with established parameters.Will work on
merger of inventory management best practices adopting tracking procedures through electronic narcotics
management platform (Op-IQ Frontline). As primary inventory management system Op-IQ Frontline facilitates
cradle-to-grave tracking of medications associated with MAT induction. Support continuity of care and access to
network service and providers by deploying personal electronic devices(Tablets)to link and share information with
partners and stakeholders. Focus on providing around the clock access to Naloxone kits ensuring funding and
resources remain readily available.Evaluate outcomes and adjust strategies ensuring adherence to Core objectives.
The Contractor shall comply with DCF Guidance Document 41 —Coordinated Opioid Recovery Network of Addiction
Care(CORE Network).
3. Deliverables
a. The following deliverables are required in order to support payment for the core program:
April 2024
• Establish procurement process for purchase of Narcan and Deterra kits(Narcan is different to one
we have in inventory).
• Purchase of 10 GETAC tablets for client patient follow up with documentation
• Initiate procurement process for purchase of NarcBox
• April 4th — meeting with Medical Director, Sherriffs office and DLC to discuss "warm handoff'
pathway process of MAT patients
• Creating research and development of protocol
May 2024
• Recruitment and training of mobile integrated task force
• Initiate contract process to implement ImageTrend Community Health Add-on
• PRN deployment of MAT
• Follow up meeting for continuous benchmarking of program to ensure strategic plan is being
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followed.
• Tentative deployment of MAT Induction process dependent on Medical Director's guidance
June 2024
• PRN deployment of MAT
• Follow up meeting for continuous benchmarking of program to ensure strategic plan is being
followed.
• Continuous review of CORE objectives and outcomes as per Scope of Work
b. Monthly Expenditure Report—due by the 20th of the month following services.
c. Receipt of Opioid Settlement funds is an express acknowledgement of the obligation to report data on
services funded by the Settlement. Recipients shall provide data to the Department of Children and
Families (Department) through the Opioid Data Management System (ODMS) as prescribed by the
Department.Opioid Settlement funding is contingent upon satisfactory data reporting.
4. Method of Payment
a. This is a fixed price Agreement.CFBHN shall pay the Contractor in accordance with the conditions of
this Agreement,a prorated amount each month,for a total amount not to exceed$163,170.00,subject
to the availability of funds.
b. CFBHN shall reduce or withhold funds pursuant to Rule 65-29.001, F.A.C., if the Contractor fails to
comply with the terms of the Agreement.
c. The Contractor shall request payment within ten (10)days after the first day of the month following
services through the Carisk Portal.
d. CFBHN may require any other information from the Contractor that it deems necessary to verify
performance of the Contractor under the Purchase Agreement.
e. CFBHN reserves the right to request supporting documentation at any time after the invoice has been
submitted.
5. Performance Measures and Financial Consequences
All deliverables and related tasks must be completed 100%as specified.Failure to satisfactorily complete or submit a
deliverable in the time and manner specified may result in a corrective action plan,withholding of payment,or
issuance of financial sanctions or penalties.
6. Contractor Information
a. ANNUAL APPROPRIATIONS: CFBHN's obligation to pay under this contract is contingent upon an
annual appropriation by the legislature.
b. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT: The Contractor shall, where
applicable,comply with the Health Insurance Portability and Accountability Act(42 U.S.C. 1320d.)as well
as all regulations promulgated thereunder(45 CFR Parts 160, 162,and 164).
c. INDEMNIFICATION:The Contractor shall be fully liable for the actions of its agents,employees,partners,
or subcontractors and shall fully indemnify,defend,and hold harmless CFBHN,the Department,and their
officers,agents,and employees,from suits,actions,damages,and costs of every name and description,
including attorneys' fees, costs, and expenses arising from or relating to an alleged act or omission by
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the Contractor,its agents,employees,partners,or subcontractors,provided however that the Contractor
shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or
omission of CFBHN or the Department.
Further, the Contractor shall, without exception, indemnify and hold harmless CFBHN and the
Department,and their employees from any liability of any nature or kind whatsoever,including attorneys'
fees,costs,and expenses arising out of,relating to,or involving any claim associated with any trademark,
copyrighted, patented, or unpatented invention, process, trade secret, or intellectual property right,
information technology used or accessed by the Contractor, or article manufactured or used by the
Contractor, its officers, agents, or Contractors in the performance of this Agreement or delivered to
CFBHN or the Department for the use of CFBHN or the Department, its employees, agents, or
contractors.
Further, the Contractor shall protect, defend, and indemnify, including attorneys' fees, costs, and
expenses, CFBHN and the Department for any and all claims and litigation (including litigation initiated
by CFBHN or the Department) arising from or relating to Contractor's claim that a document contains
proprietary or trade secret information that is exempt from disclosure or the scope of the Contractor's
redaction.
The Contractor's inability to evaluate liability or its evaluation of liability shall not excuse its duty to defend
and indemnify after receipt of notice. Only an adjudication or judgment after the highest appeal is
exhausted finding CFBHN or the Department negligent shall excuse the provider of performance under
this provision, in which case CFBHN or the Department shall have no obligation to reimburse the
Contractor for the cost of their defense. If the Contractor is an agency or subdivision of the State, its
obligation to indemnify, defend, and hold harmless the Department shall be to the extent permitted by
law and without waiving the limits of sovereign immunity.
d. INDEPENDENT CONTRACTOR: In performing its obligations under this Agreement,the Contractor shall
at all times be acting in the capacity of an independent contractor and not as an officer, employee or
agent of CFBHN or the Department.Neither the Contractor nor any of its agents,employees,Contractors
or assignees shall represent to others that it is an agent of or has the authority to bind CFBHN or the
Department by virtue of this Agreement.
e. INSURANCE: The Contractor shall obtain and provide proof to the Managing Entity of comprehensive
general liability insurance coverage(broad form coverage),specifically including premises,fire and legal
liability to cover Contractor and all of its employees.
The limits of the Contractor's coverage shall be no less than $300,000 per occurrence with a minimal
annual aggregate of no less than$1,000,000.
The Managing Entity and the Department shall be exempt from, and in no way liable for, any sums of
money that may represent a deductible or self-insured retention under any such insurance.The payment
of any deductible on any policy shall be the sole responsibility of the Contractor.
All such insurance policies of the Contractor shall be provided by insurers licensed or eligible to do and
that are doing business in the State of Florida. Each insurer must have a minimum rating of"A"by A.M.
Best(or an equivalent rating by a similar insurance rating firm)and shall name the Managing Entity and
the Department as additional insured parties under the policy. All such insurance policies of the
Contractor shall be primary to and not contributory with any similar insurance carried by the Managing
Entity.The Contractor shall notify the Contract Manager within 30 calendar days if there is a modification
to the terms of insurance including but not limited to,cancellation or modification to policy limits.
The Contractor shall use its best good faith efforts to cause the insurers issuing all such liability insurance
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to use a policy form with additional insured provisions naming the Managing Entity and the Department
as an additional insured or a form of additional insured endorsement that is acceptable to the Managing
Entity in the reasonable exercise of its judgment.
Proof of insurance shall preferably be in the form of an Association for Cooperative Operations Research
and Development (ACORD) certificate of insurance. All such current insurance certificates will be
submitted to the Contract Manager,prior to expiration,as insurance policies are renewed each year.
f. LAW AND VENUE:This Agreement is executed and entered in the State of Florida and will be construed,
performed,and enforced in all respects in accordance with Florida law, excluding Florida provisions for
conflict of laws, and applicable Federal law. Venue for any action regarding this Agreement shall be in
Collier County, Florida.
g. MONITORING: The Contractor shall permit all persons who are duly authorized by CFBHN or the
Department of Children and Families to inspect and copy any records, papers, documents, facilities,
goods,and services of the Contractor which are relevant to this Agreement,and to interview any clients,
employees, and subcontractor employees of the Contractor to assure CFBHN of the satisfactory
performance of the terms and conditions of this Agreement.
h. PUBLIC ENTITY CRIMES: Chapter 287.133(2)(a)states:A person or affiliate who has been placed on
the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract
to provide any goods or services to a public entity,may not submit a bid on a contract with a public entity
for the construction or repair of a public building or public work, may not submit bids on leases of real
property to a public entity,may not be awarded or perform work as a contractor,supplier,subcontractor,
or consultant under a contract with any public entity,and may not transact business with any public entity
in excess of the threshold amount provided in s.287.017 for CATEGORY TWO for a period of 36 months
from the date of being placed on the convicted vendor list.
i. PUBLIC RECORDS:The Contractor shall allow public access to all documents,papers,letters,or other
public records as defined in Subsection 119.011(12), F.S.as prescribed by Subsection 119.07(1) F.S.,
made or received by the Contractor in conjunction with this Agreement except those public records which
are made confidential by law and must be protected from disclosure. It is expressly understood that the
Contractor's failure to comply with this provision shall constitute an immediate breach of this Agreement
for which CFBHN may unilaterally terminate this Agreement.
The Contractor shall retain all client records,financial records,supporting documents,statistical records
and any other documents(including electronic storage media)pertinent to this Agreement for a period of
six(6)years after completion of this Agreement or longer when required by law. In the event an audit is
required by this Agreement,records shall be retained for a minimum period of six(6)years after the audit
report is issued or until resolution of any audit findings or litigation based on the terms of this Agreement.
J. SCRUTINIZED COMPANIES: The Contractor shall refrain from any of the prohibited business activities
with the Governments of Sudan and Iran as described in Section 215.473, F.S. Pursuant to Section
287.135(5),F.S.,CFBHN will immediately terminate this Agreement for cause if the Contractor is found
to have submitted a false certification or if the Contractor is placed on the Scrutinized Companies with
Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List during the term of the Agreement. CFBHN will terminate this Agreement at any time the Contractor
is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a
boycott of Israel.
k. SPONSORSHIP AND PUBLICITY: The Contractor and partners shall, in publicizing, advertising or
describing the sponsorship of the program, state:"Sponsored by Collier County BOCC, Central Florida
Behavioral Health Network, Inc., and the State of Florida, Department of Children and Families." If the
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Your Managing Entity
sponsorship reference is in written material, the words "State of Florida, Department of Children and
Families"and"Central Florida Behavioral Health Network, Inc."shall appear in the same size letters or
type as the name of the organization.
I. USE OF FUNDS FOR LOBBYING PROHIBITED: The Contractor agrees to comply with the provisions
of section 216.347, Florida Statutes,which the expenditure of contract funds for the purpose of lobbying
the Legislature or a state agency.
m. FEDERAL LAW:
i. The Contractor shall comply with the applicable provisions of Federal law and regulations
including, but not limited to,2 CFR, Part 200,and other applicable regulations.
ii. If this Agreement contains$10,000 or more of Federal Funds,the Contractor shall comply with
Executive Order 11246,Equal Employment Opportunity,as amended by Executive Order 11375
and others, and as supplemented in Department of Labor regulation 41 CFR, Part 60 if
applicable.
iii. If this Agreement contains over$150,000 of Federal Funds,the Contractor shall comply with all
applicable standards, orders, or regulations issued under section 306 of the Clean Air Act, as
amended(42 U.S.C.§7401 et seq.),section 508 of the Federal Water Pollution Control Act,as
amended (33 U.S.C. § 1251 et seq.), Executive Order 11738, as amended and where
applicable, and Environmental Protection Agency regulations (2 CFR, Part 1500). The
Contractor shall report any violations of the above to the Department.The Contractor agrees to
include these requirements in this section 5.b.iii in each subcontract exceeding $150,000
financed in whole or in part with Federal assistance.
iv. No Federal Funds received in connection with this Agreement may be used by the Contractor,
or agent acting for the Contractor, or subcontractor to influence legislation or appropriations
pending before the Congress or any State legislature.If this Agreement contains Federal funding
in excess of $100,000, the Contractor must, prior to contract execution, complete the
Certification Regarding Lobbying form. All disclosure forms as required by the Certification
Regarding Lobbying form must be completed and returned to the Contract Manager, prior to
payment under this Agreement.
v. If this Agreement provides services to children up to age 18, the Contractor shall comply with
the Pro-Children Act of 1994(20 U.S.C.§6081).Failure to comply with the provisions of the law
may result in the imposition of a civil monetary penalty of up to$1,000 for each violation or the
imposition of an administrative compliance order on the responsible entity,or both.
vi. If the Contractor is a federal subrecipient or pass-through entity, then the Contractor and its
subcontractors who are federal subrecipients or pass-through entities are subject to the
following: A contract award (see 2 CFR§ 180.220) must not be made to parties listed on the
government-wide exclusions in the System for Award Management(SAM),in accordance with
the OMB guidelines in 2 CFR, Part 180 that implement Executive Orders 12549 and 12689,
"Debarment and Suspension." SAM Exclusions contains the names of parties debarred,
suspended, or otherwise excluded by agencies, as well as parties declared ineligible under
statutory or regulatory authority other than Executive Order 12549.
vii. If the Contractor is a federal subrecipient or pass through entity, the Contractor and its
subcontractors who are federal subrecipients or pass-through entities,must determine whether
or not its subcontracts are being awarded to a"contractor"or a"subrecipient,"as those terms
are defined in 2 CFR, Part 200. If a Contractor's subcontractor is determined to be a
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subrecipient, the Contractor must ensure the subcontractor adheres to all the applicable
requirements in 2 CFR, Part 200.
n. TERMINATION:Termination at Will. Either party may terminate this Subcontract upon at least thirty(30)
days prior written notice to the other party. In a termination at will by a party,the other party shall not be
liable for costs of termination or damages incurred by the party giving notice of termination at will or by
any of its subcontractors. In a termination at will by a party,the party giving notice of termination at will
shall not be liable for costs of termination or damages incurred by the other party or by any of its
subcontractors.
i. Termination for Lack of Funds. Managing Entity may terminate this Agreement upon at least
twenty-four(24)hours prior written notice to Contractor if Managing Entity has not received funds
from the Department for the services for which Contractor is requesting payment or for any
services to be provided under this Agreement.
ii. Termination for Cause. Upon the Managing Entity's knowledge of a material breach by
Contractor,Managing Entity shall either:
1) Provide an opportunity for Contractor to cure the breach or end the violation and terminate
the Agreement or discontinue access to PHI if Contractor does not cure the breach or end
the violation within the time specified by Managing Entity;
2) Immediately terminate this Agreement or discontinue access to PHI if Contractor breached
a material term of this Agreement and does not end the violation;or
3) If neither termination nor cure is feasible, Managing Entity shall report the violation to the
Department of Children and Families and Secretary of the Department of Health and Human
Services.
iii. Additional Breaches.Breaches by Contractor include the following items:
If Contractor is suspended or becomes disqualified from providing the services, found to be
negligent or to have caused harm to a qualified individual,or otherwise is subject to disciplinary
action which materially adversely affects the Contractor's ability to perform the services under
this Agreement.
If Contractor(or its officers or directors)is convicted of or pleads guilty,no contest,or otherwise
admits to any crime involving a morally corrupt act or practice or any felony offense.
If the Contractor makes an assignment for the benefit of creditors, files a voluntary petition in
bankruptcy,is adjudicated bankrupt or insolvent or has entered against it an order for any relief
in any bankruptcy or insolvency proceeding or has an involuntary petition in bankruptcy or similar
proceeding filed against it which has not been dismissed within one hundred twenty(120)days
after the commencement thereof.
If Contractor commits any other material breach of this Agreement.
iv. Immediate Termination.Managing Entity shall immediately terminate this Agreement for cause,
if any time during the lifetime of the Agreement,the Contractor is:
1) Found to have submitted a false certification under s.287.135,F.S.,or
2) Is placed on the Scrutinized Companies with Activities in Sudan List or
3) Is placed on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector
List,or
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4) Is placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott
of Israel.
v. Remedies for Breach. In addition to all other remedies included in this Agreement, Contractor
shall,at a minimum,be liable to Managing Entity for all foreseeable damages Managing Entity
incurs as a result of Contractor's violation or breach of this Agreement. This includes without
limitation any costs incurred to remediate defects in Contractor's services and/or the additional
expenses to complete Contractor's services beyond the amounts agreed to in this Agreement,
after Contractor has had a reasonable opportunity to remediate and/or complete its services as
otherwise set for in this Agreement.
All remedies provided for in this Agreement may be exercised individually or in combination with
any other remedy available hereunder or under applicable laws, rules and regulations. The
exercise of any remedy shall not preclude or in any way be deemed to waive any other remedy.
On and after any event of default, Managing Entity shall have the right to exercise its legal and
equitable remedies,including without limitation,the right to terminate this Agreement for cause
or to seek specific performance of all or any part of this Agreement.
In addition,Managing Entity shall have the right(but no obligation)to cure(or cause to be cured)
on behalf of Contractor any event of default.Contractor shall pay to Managing Entity on demand
all costs and expenses incurred by Managing Entity in effecting such cure,with interest thereon
from the date of incurrence at the maximum rate then permitted by law.
Managing Entity shall have the right to offset from any amounts due to Contractor under this
Agreement or any other agreement between Managing Entity and Contractor all damages,
losses,costs or expenses incurred by Managing Entity as a result of such event of default and
any liquidated damages, if any,due from Contractor pursuant to the terms of this Agreement or
any other agreement.
Contractor shall be liable to Managing Entity for any sanctions or penalties specifically
established by law and applicable to Contractor regarding the services in this Agreement.
Managing Entity shall provide such sanctions and penalties as appropriate.
vi. Lapsed Insurance. Any lapse in mandatory insurance coverage voids this Agreement until
coverage is restored and proof of insurance coverage is provided to restore the ability to bill for
services.Any services provided during the lapse period are invalid and cannot be invoiced to
Managing Entity.
7. Incorporated Documents:
a. The following Attachments and Guidance Documents,or the latest revisions thereof,are incorporated
herein and made a part of this Subcontract:
i. Attachment I—DCF Master Contract.
ii. Guidance Document 41 —Coordinated Opioid Recovery Network of Addiction Care(CORE
Network).
8, Term and Termination
This Agreement shall begin on April 1,2024,and will continue in effect until June 30,2024,at which point it shall
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terminate, unless the Term is extended or terminated earlier in a written document signed by both parties.
All remedies including indemnification in Section 6.c. Indemnification shall survive termination of this Agreement.
THE PARTIES HERETO by and through their duly authorized representatives,whose signatures appear below,have
caused this Agreement to be executed.
COMPANY CONTRACTOR
Central Florida Behavioral Health Network, Inc. Collier County Board C my Co missioners
Signature: Signature:
Print: Print:
Chris Hall, Chairman
Title: Title:
Date: Date:
ATTEST
CRYSTAL K.KINZEL,C •
BY:
Attest as to Chairman's
signatnlre only
Approved as to form and legality
.!stain County Attorney
IddIVI14
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Business Associate Agreement
Associate shall provide the services in the Main Agreement at locations that are not
provided or controlled by Covered Entity. Business Associate shall provide the
services in the Main Agreement for the limited duration of this Agreement and not as
a permanent relationship with Covered Entity. In performing the services in the Main
Agreement or this Agreement Covered Entity has no right to assign additional
projects, tasks, or responsibilities to Business Associate. Business Associate is solely
responsible for determining its hours of operation. Business Associate shall be solely
responsible for hiring and paying its employees and assistants.
2.2 Covered Entity Operations. Covered Entity is not in the business of providing the
services in the Main Agreement,
2.3 Interpretation. Nothing in the Main Agreement shall make Business Associate the
agent of Covered Entity. In case of a conflict between the Main Agreement and this
Agreement, the provisions of this Agreement shall prevail. It is a primary intent and
purpose of the Main Agreement and this Agreement and the parties that for all
purposes, including the HIPAA Rules, Business Associate shall not be the agent of
Covered Entity.
3. BUSINESS ASSOCIATE GENERAL HIPAA OBLIGATIONS
3.1 General Obligations, In providing the services in the Main Agreement to Covered
Entity Business Associate shall:
3.1.1 Not use, access, or disclosure of protected health information except for use, access,
or disclosure imposed on Business Associate by law as a Business Associate
independent of any authorization in this Agreement; or authorized by the Main
Agreement if such uses are also authorized by the HIPAA Rules or other law.
3.1.2 Use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164 with
respect to electronic protected health information, to prevent use or disclosure of PHI
other than as required by law.
3.1.3 In accordance with HIPAA Rules, § 164.308(b)(2), ensure that any subcontractors
that create, receive, maintain, or transmit electronic protected health information on
behalf of Business Associate agree to comply with the applicable requirements of
Subpart C of Part 164 by entering into a contract or other arrangement that complies
with § 164.314.
3.1.4 Report to Covered Entity any loss,damage,destruction, use or disclosure of protected
health information from Covered Entity records not required by law of which
Business Associate becomes aware, including breaches of unsecured protected health
information as required at 45 CFR 164.410, and any security incident of which
Business Associate becomes aware (collectively Reportable Incidents). Business
Associate shall report Reportable incidents to Covered Entity in writing and by
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telephone within 48 hours of Business Associate becoming aware of information that
could possibly indicate a Reportable Incident.
3,1.5 Allow Covered Entity access to Covered Entity records at all reasonable times.
3.1.6 Business Associate shall make available protected health information about an
individual in a designated record set to said individual or the individual's designee as
necessary to satisfy Covered Entity's obligations under 45 CFR 164.524. Business
Associate shall report in writing to Covered Entity any denial of a request for
protected health information to satisfy Covered Entity's obligations under 45 CFR
164,524 within 10 days of such denial.
3.1.7 In carrying out Business Associate's obligations imposed on Business Associate by the
HIPAA Rules, perform those obligations as direct obligations of the HIPAA Rules and
not as the agent of Covered Entity or the requirements of this Agreement.
3.1.8 At termination of this Agreement, if feasible, return or destroy all protected health
information received from Covered Entity that Business Associate as provided in
Section 6.
3.1.9 Not interfere with Covered Entity's obligations under HIPAA Rules, §§ 164.524,
164.526, and 164.528.
4. INSURANCE AND INDEMNIFICATION
4.1 Insurance. The Business Associate warrants and represents that it is self-funded for
liability insurance,both public and property,with such protection being applicable to
officers, employees, servants and agents while acting within the scope of their
employment by the Business Associate. Covered Entity and the Business Associate
further agree that nothing contained herein shall be construed or interpreted as (1)
denying to either party any remedy or defense available to such party under the laws
of the State of Florida; (2) the consent of the State of Florida or its agents, agencies,
and subdivisions, to be sued; or (3) a waiver of sovereign immunity of the State of
Florida or its agents, agencies, and subdivisions, beyond the waiver provided in
Section 768.28, Florida Statutes. Liability shall be subject to and limited by Florida
Statute 768.28.
4.2 Indemnification, Business Associate and Covered Entity agree to indemnify, defend
and hold harmless the other party (Business Associate or Covered Entity, as the case
may be) from and against any liabilities imposed on such other party arising from any
act or omission of the indemnifying party, its agents, employees, directors,
contractors, subcontractors, officers,or other members of its workforce with respect
to their uses and/or disclosures of PHI contained in Covered Entity records, even if
the liability is not directly to a third party, but is imposed as a penalty imposed for
is violation of the HIPAA Rules. This indemnification obligation applies without
limitation where the cost or damages sustained by a party arise from a liability to a
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third party or from a penalty imposed by a governmental agency for failure to comply
with a statutory or regulatory obligation under the HIPAA Rules. Indemnification
includes any costs incurred by the indemnified party to respond to a complaint based
on the indemnifying party's conduct or other actions it needs to take to avoid being
penalized if the matter of a penalty arises as a result of the indemnifying party's
conduct. Accordingly, the indemnifying party shall reimburse the other party
(Business Associate or Covered Entity, as the case may be) for any and all actual and
direct losses, liabilities, fines, penalties, costs or expenses (including reasonable
attorneys' fees) which may for any reason be imposed by reason of any suit, claim,
action, proceeding or demand by any third party or any governmental agency which
results from or relates to the indemnifying party's acts or omissions related to
violations of the HIPAA Rules, in connection with indemnifying party's duties and
obligations under this Agreement. The indemnifying party's obligation to indemnify
the other party shall survive the expiration or termination of this Agreement for any
reason. If the Business Associate is an agency or subdivision of the State, its obligation
to indemnify, defend, and hold harmless the Department shall be to the extent
permitted by law and without waiving the limits of sovereign immunity.
5, NOTICE
Any notices to be given hereunder to a party shall he made via U.S. Mail or express
courier (and by telephone when required) to:
As to Business Associate:
Juan Camps
8075 Lely Cultural Parkway
Suite 267
Naples, FL 34113
As to Covered Entity:
Alan Davidson
Central Florida Behavioral Health Network, Inc.
719 U.S. Highway 301 South
Tampa, FL 33619
As to Covered Entity in case of notice required by Section 3.1.4:
Risk Management
Central Florida Behavioral Health Network, Inc.
719 U.S. Highway 301 South
Tampa, FL 33619
6, TERM AND TERMINATION
(' 6.1 Term.The term of this Agreement shall be effective as stated in the first paragraph of
this Agreement and shall terminate when all of the Protected Health Information
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provided by Covered Entity to Business Associate is destroyed or returned to Covered
Entity.
6.2 Termination for Cause. Upon Covered Entity's knowledge of a material breach by
Business Associate, Covered Entity shall either:
a. Provide a reasonable opportunity for Business Associate to cure the breach or end
the violation, and thereafter terminate this Agreement if Business Associate does not
cure the breach or end the violation within the time specified by Covered Entity; or
b. Immediately terminate this Agreement if Business Associate has breached a
material term of this Agreement and cure is not possible.
{ 6.3 Effect of Termination.
6.3.1 Upon Records. Except as provided in Section 6.3.2, upon termination of this
Agreement for any reason, Business Associate shall return to Covered Entity all
Protected Health Information received from Covered Entity. This provision shall
apply to Protected Health Information that is in the possession of subcontractors or
agents of Business Associate. Business Associate shall retain no copies of the
Protected Health Information. Covered Entity shall be responsible for all charges
related to the return of the Protected Health Information as set forth in the Main
Agreement.
6.3.2 If return is infeasible. in the event that Business Associate determines that returning
the Protected Health Information is infeasible, and such infeasibility is agreed to by
Covered Entity in writing, Business Associate shall continue to extend the protections
of this Agreement to such Protected Health Information.
6.3.3 Survival. The rights and obligations of Business Associate under this Section 6 shall
survive the termination of this Agreement. Termination of this Agreement shall not
affect the rights and obligations of the parties under the Main Agreement and/or any
other agreement between Business Associate and Covered Entity. Any provisions
which remain to be performed, or by their nature are intended to be applicable,
following any expiration or termination of this Agreement shall remain in full force
and effect after such expiration/termination.
7. MISCELLANEOUS AND 42 C.F.R. Part 2 ADDITIONAL PROVISIONS
7.1 Inconsistencies. To the extent there are any inconsistencies between this Agreement
and the terms of the Main Agreement with respect to PHI,the terms of this Agreement
will prevail and shall continue to prevail after termination of this Agreement.
7,2 Equitable Relief. Business Associate acknowledges that any breach of confidentiality
obligations will result in irreparable damage for which there may be no adequate
remedy at law.Therefore,it is agreed that Covered Entity shall be entitled to equitable
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Business Associate Agreement 1 6 F .
relief, including, but not limited to, an injunction enjoining any such breach. Such
injunction shall be without prejudice to any other right or remedy to which Covered
Entity may be entitled, including damages.
7.3 No Offshore Work. In performing this Agreement or the Main Agreement, Business
Associate shall not, and shall not permit any of its subcontractors or agents to
transmit or make available any PHI to any entity or individual outside the United
States.
7.4 No Third Party Beneficiaries. There shall be no third-party beneficiaries to this
Agreement. Nothing express or implied in this Agreement shall confer upon any
person or entity, other than the parties hereto, any rights, remedies, obligations or
liabilities whatsoever.
7.5 Amendment. The parties agree to take such action as is necessary to amend this
Agreement from time to time as is necessary for Covered Entity to comply with the
requirements of the HIPAA Rules.However,any amendment shall only be by a written
instrument signed by both Covered Entity and Business Associate. No amendment is
effective until it is in a written instrument signed by Covered Entity and Business
Associate.
7.6 Severability,Applicable Law and Jurisdiction. This Agreement is severable,such that
if any provision herein contained is properly determined to be illegal or invalid, then
the remaining provisions shall continue to be in full force and effect.This Agreement
shall be interpreted and construed in accordance with the laws of the State of Florida,
and any action brought to enforce, to interpret or arising from, this Agreement shall
be brought in the courts in Hillsborough County, Florida, to which the parties hereto
submit to the exclusive jurisdiction and venue thereof.
7,7 No assignment. Neither party may assign this Agreement without the prior written
consent of the other party.
7,8 Execution and counterparts. For the convenience of the parties, this Agreement may
be executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document. Signature pages may be
detached from the counterparts and attached to a single copy of this Agreement to
physically form one document. Telefacsimile or email transmissions of any executed
original in portable document format (PDF) and/or retransmission of any executed
telefacsimile or email transmission of this Agreement in PDF shall be deemed to be
the same as the delivery of an executed original. At the request of any party hereto,
the other party shall confirm telefacsimile or email transmissions by executing
duplicate original documents and delivering the same to the requesting party.
7.9 42 C.F.R. Part 2. Business Associate when dealing with records subject to 42 C.F.R.
Part 2 shall resist any efforts in judicial proceedings to obtain access to the protected
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Business Associate Agreement
information except as expressly provided for in the regulations governing the
Confidentiality of Alcohol and Drug Abuse Patient Records, 42 C.F.R. Part 2.
7.10 Regulatory Reference. A reference in this Agreement to a section in the Privacy
Standards,Security Standards, HIPAA or 42 C.F.R. Part 2 means the section as in effect
or as amended.
711. Preemption. In the event of an inconsistency between the provisions of this
Agreement and mandatory provisions of the Privacy Standards, Security Standards,
HIPAA or 42 C.F.R. Part 2, as amended, the Privacy Standards, Security Standards,
HIPAA and 42 C.F.R. Part 2 shall control. In the event of an inconsistency between the
provisions of the Privacy Standards, Security Standards, HIPAA, 42 C.F.R. Part 2 and
other applicable confidentiality laws, including Florida law, the provisions of the
more restrictive rule or law will control.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
by their duly authorized representatives.
BUSINESS ASSOCIAT
Signed By: A4*k
Chris Hall, Chairman
Date: 1//2(1/0 0 so qq
0 .
ATTEST: a.
RYSTAL It-I INN ..,
CL K
ut Clepk ;
r COVERED ENTITY Attest to Chairman'§ `'
II signature only
Signed By:
Name:
Title:
Date:
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