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Backup Documents 02/09/2010 Item #12A 12A ',," ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Office only llfter the Board has taken action on the item.) ROUTING SLIP Complete routing lines # I through #4 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the excention of the Chairman's silmature, draw a line through rautin!:! lines # I throu2:h #4, comnlete the checklist, and forward to Sue Filson (line #5). Route to Addressee(s) Office Initials Date (List in routinp order' 1. 2. 3. 4. Jeffrey A. Klatzkow, County Attorney County Attorney JAK 5. Ian Mitchell. Manager BCC Office Board of County Commissioners / '/I-=t-f Operations /lP-- (0 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending Bee approval. 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, including Sue Filson, need to contact staff for additional or missing information, All original documents needing the Bee Chairman's signature are to be delivered to the Bee office only after the BCe has acted to approve the item.) Name of Primary Staff Jeffrey A. Klatzkow. County Attorney Phone Number 252-8400 Contact Agenda Date Item was February 9. 20 I 0 Agenda Item Number 12-A Approved by the BCC Type of Document Retention Agreement - PLAN Number of Original Two Attached Documents Attached 1. INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is a ro riate. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This includes signature pages from ordinances, resolutions. etc. signed by the County Attorney's Office and signature pages from contracts, agreements. etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and ossibl State Officials.) All handwritten strike-through and revisions have been initialed by the County Attorney's Office and all other arties exce t the BCC Chainnan and the Clerk to the Board The Chainnan's signature line date has been entered as the date ofBCC approval of the document or the final ne otiated contract date whichever is a licable. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's si nature and initials are re uired. In most cases (some contracts are an exception), the original document and this routing slip should be provided to Sue Filson in the BCC office within 24 hours ofBCC approval. 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 our deadlines! The document was approved by the BCC on 2-9-10 and all changes made during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the chan es, if a licable. Yes (Initial) JAK N/A (Not A licable) 2. 3. 4. 5. 6. JAK JAK JAK JAK I: Forms/ County Formsl Bee Formsl Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05 04-COA-Ol190/1272 MEMORANDUM Date: February 18, 2010 To: Jacqueline Hubbard, Assistant County Attorney County Attorney's Office From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Agreement between Collier County & Physician Led Area Network (PLAN) for the County Attorney's Office to provide defense for PLAN in the lawsuit styled Deborah Dahlmanns V. PLAN and Marcy Krumbine; Case No. 09-7915-CA Attached is the original agreement referenced above, (Agenda Item #12A) approved by the Board of County Commissioners February 9, 2010. The second original agreement will be held in the Minutes and Records Department as part of the Board's official record. If you have any questions, please contact me at 252-8406. Thank you. Attachment (1) 12A ~ ,. --:l 12A "1 AGREEMENT BETWEEN COLLIER COUNTY AND COLLIER WE CARE, INC. aka PHYSICIAN LED ACCESS NETWORK (PLAN) OF COLLIER COUNTY This Agreement ("Agreement") is made by and between the Board of County Commissioners of Collier County, Florida (the "County"), and the Collier We Care, Inc. aka Physician Led Access Network of Collier County ("PLAN"), a Florida not-for-profit corporation, which has been determined to be exempt from federal income taxation under section 501(c)(3) of the Internal Revenue Code of 1986, as amended ("Code") and not to be a private foundation within the meaning of section 509(a) ofthe Code. WHEREAS, an action for declaratory relief and judgment has been filed in the Twentieth Judicial Circuit, in and for Collier County, styled Deborah Dahlmanns v. PLAN and Marcv Krumbine, Case No. 09-7915-CA ("Lawsuit"), in which County employee Marcy Krumbine has been sued individually in her capacity as Chairperson of the Board of Directors of PLAN; and WHEREAS, PLAN has a contract with the County through August 31, 2010 [see copy attached as Exhibit "A"] to perform medical services for uninsured Collier County residents; and WHEREAS, under said contract, PLAN secured liability insurance; however, PLAN's insurer has declined to pay PLAN's legal expenses related to the Lawsuit because the Lawsuit accuses PLAN of breach of contract; and WHEREAS, the Lawsuit alleges, inter alia, a County employee, Marcy Krumbine, terminated an employee of PLAN without cause, precipitating the Lawsuit; and WHEREAS, S 3.2 of PLAN's By-Laws require its Board of Directors to include one representative from Collier County Government and Marcy Krumbine was that member at all times material hereto; and I . . 12A 1 WHEREAS, Marcy Krumbine's Job Description requires her "to collaborate with PLAN to insure success of the physician donated services as part of the safety net for health care services for the uninsured."; and to "Implement Health Information Technology Grant with PLAN..."; and WHEREAS, PLAN has alleged it has insufficient funds for its defense of the Lawsuit; and the County does not wish to have its grant funds used for litigation expenses; and WHEREAS, the Collier County Attorney's Office is willing to defend PLAN and such defense will be conducted with an attorney from the County Attorney's Office ("County Attorney"), and thus, will not affect the grant award to PLAN; and WHEREAS, this in-house defense of the Lawsuit will aid PLAN in its delivery of medical care to uninsured Collier County residents; and WHEREAS, the County has determined this defense serves a public purpose; and NOW THEREFORE, in consideration of the premises contained herein, the Collier County Board of County Commissioners agrees to assign the County Attorney to provide a defense in the Lawsuit for PLAN as set forth below: ARTICLE 1 TERM AND TIME OF PERFORMANCE 1.1 The term of this Agreement shall be until the conclusion of the Lawsuit, unless terminated earlier in accordance with the provisions of this Agreement or at the discretion of the County Attorney. In the event the term of this Agreement extends beyond a single fiscal year of County, the continuation of this Agreement beyond the end of any fiscal year shall be subject to the availability of funds from County in accordance with Chapter 129, Florida Statutes. 2 12A J 1.2 Time shall be deemed to be of the essence in performing the duties, obligations and responsibilities of this Agreement. 1.3 Any amendments, alterations, variations, modifications or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, duly signed by both parties hereto, and attached to the original ofthis Agreement. 1.4 In the event PLAN is found liable in the Lawsuit, the County does not assume any responsibility for any damage awards or attorneys' fees and costs awards against PLAN and will provide only a legal defense to the Lawsuit. The County may seek reimbursement from PLAN for all outside costs relating to the Lawsuit, such as court costs, court reporter costs, copying, and mailing. ARTICLE 2 TERMINATION 2.1 This Agreement may be terminated by either party for cause upon five (5) days notice or by either party for convenience upon no less than ten (10) days advance written notice. 2.2 Termination of this Agreement for cause shall include, but not be limited to, failure, in the opinion of the County Attorney, to cooperate with the County Attorney, or failure to continuously perform in a manner determined by the County Attorney to meet or accomplish the objectives of the County Attorney in the Lawsuit. The County Attomey may also terminate this Agreement if he determines, in his sole discretion, that a conflict exists with his primary client, the Board of County Commissioners, as well as the County Administrator or County Staff. 2.3 Upon notice by either party to terminate, the County shall refrain from performing further services or incurring additional expenses under the terms of this Agreement. 3 12A' 2.4 PLAN acknowledges and agrees that Ten Dollars ($10) of compensation will be paid by the County, the adequacy of which is hereby acknowledged by PLAN, as specific consideration to PLAN for the County's right to terminate this Agreement for convenience. 2.5 The County's obligations to PLAN as provided for hereunder shall cease upon termination, except for participating in an orderly and professional transfer of such responsibilities and files or copies of files to PLAN or its designee. ARTICLE 3 REVIEW AND INSPECTION OF RECORDS 3.1 The County shall have the right to review all books and records of PLAN pertinent to the Lawsuit as determined by the County Attorney. PLAN shall preserve and make available at reasonable times for examination, review, and copying by the County Attorney, all PLAN Board minutes, memoranda, by-laws, financial records, supporting documents, and, any other documents deemed pertinent to the Lawsuit by the County Attorney, upon request within 2 days of request, by the County Attorney; whether verbal or written. 3.2 The County and PLAN shall comply with the Florida Public Records Act (Chapter 119, Florida Statutes) if determined to be applicable to PLAN's records, however, no confidentiality or non-disclosure requirement of either federal or state law shall be violated by the County or PLAN. ARTICLE 4 INDEMNIFICATION 4.1 PLAN acknowledges and agrees that an additional Ten Dollars ($10.00) of compensation paid by the County, the adequacy of which is hereby acknowledged by PLAN, is given as specific consideration to PLAN so that PLAN shall at all times 4 12A ~~ hereafter indemnify, hold harmless and; at the County's option, defend or pay for an attorney selected by the County to defend the County, its officers, agents, servants, and employees against any and all claims, losses, liabilities, and expenditures of any kind, including attorney fees, court costs, and expenses, caused by negligent act or omission of PLAN, its employees, agents, servants, or officers, or accruing, resulting from, or related to the subject matter of this Agreement including, without limitation, any and all claims, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. The provisions of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by the County, any sums due PLAN under this Agreement may be retained by the County until all of the County's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by the County. ARTICLE 5 OWNERSHIP OF DOCUMENTS 5.1 Any and all original or copies of reports, photographs, surveys, and other data and documents provided, requested, received, or created in connection with the Lawsuit and placed in the possession ofthe County shall remain the property ofthe County. ARTICLE 6 NOTICES 6.1 Whenever either party desires to give notice to the other, such notice may be in writing, sent by registered, certified, or regular United States Mail, postage prepaid, return receipt requested, or by hand-delivery, addressed to the party for whom it is intended at the place last specified; or by facsimile transmission. The place for giving notice shall remain the 5 12A J. i same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: FOR COLLIER COUNTY: Jeffrey A. Klatzkow, County Attorney Collier County Government Center Administration Building, 8th Floor 3301 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252-8400 Fax: (239) 774-0225 FOR PLAN: Physician Led Access Network (PLAN) of Collier County, Inc. 1012 Goodlette-Frank Rd., Suite #201 Naples, Florida 34101 Paul MitelJ.ell, M.D., Boare 'lice ClJ.aiffilafl Margaret Eadington. Board Vice-Chairman Telephone: (239) 434 9008 Fale (239) H 7 8900 Telephone: (239) 435-7727 Fax: (239) 435-1297 ARTICLE 7 MISCELLANEOUS 7.1 COMPLIANCE WITH LAWS The parties shall comply with all federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations related to this Agreement. 7.2 APPLICABLE LAW AND VENUE This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Venue for litigation concerning this Agreement shall be in Collier County, Florida. 6 12A ~ 7.3 INCORPORATION BY REFERENCE The truth and accuracy of each "Whereas" clause set forth above is incorporated herein and acknowledged by the parties. <,~;V'H)...." ,>~. - v,.. ......"... (:~. ATTEST:." ." ......:> .... DWIGHTE~i3~()e~.'1 G,bi\{K, c.' . .c' -\ . -. . . "I ,~..... ....,- i .' >' -'., : 1':':") ~ . ,,'" ',' t. . .... 6~'" .' .,' ,*' " .",:} , . .. form and legal sufficiency BOARD OF COUNTY COMMISSIONERS :~COLL~~~~ FRED W. COYLE, CHAI AN Jeffrey w, County Attorney PHYSICIAN LED ACCESS NETWORK (PLAN) aA fa.~'.- ~ ~ By: Its: ~a-if- STATE OF FLORIDA COUNTY OF COLLIER The foregoing Agreement was acknowledged before me this tk1. day of F08KrlA&.,y , 2010, by (Vltirj?Y.,./' f~,~./wI as of PLAN. H~personallykn~ @5' or produced Ji ~ ",.tiO"",, NJ(/n C7( ~ 19nature of Notary Public Item# \o-A Agenda ~ -410 Dale Date ., '\~-\D Rec'd v I~~~ S~n L, () I trJ Name of Notary Public typed, printed or My Commission Expires: G)~ SUSANLOlEN ;., ). MY COMMISSION' DO 693757 ~."jiI " EXPIRES: August 19, 2011 ""Q?.~ Bond8d Thru Notary PUblIc UndetWritel\1 7 Colter County "'''''''''''~~...~- Admnistrative Services DMsion Purchasing 12A'~1 January 5, 2010 Ms. Deb Cecere Physician Led Access Network (PLAN) 1012 Goodlette Frank Road, Suite 201 Naples, FL 34101 Fax: Email: deblCi)plancc.org RE: Renewal of Contract #10-5428 "Physician Led Access Network (PLAN)" Dear Ms. Cecere: Collier County has been under Contract with your company for the referenced services for the past year. The County would like to renew this agreement under the same terms and conditions for one (1) additional year in accordance with the renewal clause in the agreement. If you are agreeable to renewing the referenced contract, please indicate your intentions by providing the appropriate information as requested below: I + I am agreeable to renewing the present contract for Physician Led Access , Network (PLAN) under the same terms, conditions, and pricing as the existing contract. _ I am not agreeable to renewal of this contract. If you are agreeable to renewing the contract, said renewal will be in effect from January I, 2010 until December 1, 2011. Also, please provide a current insurance certificate for our files, as per the original contract requirements. Due to the volume of insurance certificates received in the Purchasing Department, the contract number should be referenced on the certificate to ensure that our records are updated accordingly. ,.... ..... ,. .(-D... -.".-" ..' _..~_...._...-.......__.. ...-....---..-..... ,e. C:llsr~J U.~'~\~'1.T:{C" J5'J~ luri :;,1';' ~r,l'1 t:,:~1' N;;puj. F.cwt: 3~ \ Ii' \','\'i'(; Ct:!:,i.";;OY r,I:,'curchJ5'r;g EXHIBIT "A" Retention Agreement-PLAN and Collier County 12A Page 2 of 2 RE: Renewal of Contract #10-5428 "Physician Led Access Network (PLAN)" Please return this letter to the Purchasing Department with your response and insurance certificate as soon as possible. Your prompt attention is urgently requested. If you have any questions you may contact me at 239-252-6020, email brendareaves@.collierqov.net and fax 239-252-6592 or 239-732-0844. Best regards, Brenda Reaves Contract Technician Acceptance: Physician Led Access Network (PLAN) contra~/Vendor 1 By: A;;/ t' lJ (j..t.iAL/ Signature t-e...\) te. u-e..-t/ ~ - 0 f e..(/'C;C~' 6Y\.--S I(Y\ (,\. V'- 0-\ -VL.. Typed Name and Title (Corporate Officer) Date: (-11-\0 In order to make sure our contact information is current, please provide the following: Contact person<::.j)..e/0 c.-e 0-e...V-V Phone # 7 7 Ct -30 I V Fax # '"1'.0 S- - )).. f7 Email dI-e k@9>ltV1c/>(]1f U} Address: lOll,. GO"!'lI,p t8:.-R.niAL JJ. :S,ue 2DJ JJ.lU-.l.eS 5lllo2 I / =r' C: Marcy Krumbine, HHS 12A CO~r County ""'4,""7#-.~""-~'.0""",~","IiI:"....,.~""""",,,""~ Vendor Information Substitute W - 9 Form REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following information for lax reporting purposes from individuals and companies who do business with the County (including social security numbers if used by the individual or company for tax reporting purposes). Florida Statute 119.071 (5) requires that the county notify you in writing of the reason for collecting this information, which will be used for no other purpose than herein stated. Please complete all information that applies to your business and return via email to the address below. Prompt return of information will facilitate timely payment for goods and services provided to the County. o New Vendor 1. Generallnformation o Change Existing Vendor SAP Vendor Number: Taxpayer Name h S i (as shown on income tax return) . tJ _ Business Name S ~ ~ (if different from taxpayer name) _ J.. Address ) I'J I z... GOO I) U [i-l.. State f l-- / u ')r vL- I Telephone d.? 'i ' 7/ ~ ' City N )';.(\".<, '3 '-j10 ~ ~()lbFAX }3Q"l3'J- I:)..~ 7 rLf),N , Zip Email . L~tnt?, 0," Order Information: or 48ame as above, Remit' Payment Information: __._L~_ame as above, or Address City FAX Address State Zip City FAX State Zip Email EmaiJ 2. Company Status (check only one) D Individual/Sole Proprietor Corporation D Partnersilip ~ Tax Exempt (Federal income tax-exempt entity under Internal Revenue Service guidelines IRC 501 (c) 3) o Limited Liability Company _~___ Enter the tax classificatIon D = Disre arded Entit , C = Cor oration, P = Partnershi 3. Taxpayer Identification Number (for tax reporting purposes only) Social Security Number (SSN) OR Federal Tax Identification Number (TIN) 0/0" oCJ77 .S'> t.p 4. Sign and Date f.orm Certification: U \ penalties of perjury, I certify that the information shown on this form is correct to my knowledge. l- Signature Date I.N'IO Title () PhoneNumberO(.3C177~'3o/0 Email form to Collier County Purchasing Office Email: PurOps@colliergov.net VendorRequest_$ubW9 Revised: 12127107 12A AGREEMENT THIS AGREEMENT, made and entered into on this 13th day of January, by and between Physician Led Access Network of Collier County, authorized to do business in the State of Florida whose business address is 1012 Goodlette-Frank Rd., Suite #201, Naples, Florida 34101, hereinafter called the "Contractor" (or "Consultant") and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter call the "County": WITNESSETH: 1. COMMENCEMENT. The contract shall be for a twenty (20) month period. commencing on January 1 2009, and terminating on August 31, 2010. In the event that additional grant funding becomes available or the grantor extends the grant award, the County may, at its discretion and with the consent of the Consultant, extend the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one (1) year periods. The County shall give the Consultant written notice of the County's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK: The Contractor shall provide services in accordance with the terms and conditions of Attachment" A", hereto attached and made an integral part of this agreement. Additional related services may be provided by the Contractor subject to the issuance of Change Orders as approved in advance by the County. Services provided under this contract may include, but not be limited to, the following: . a. Establish a shared information database to provide for a more effective and efficient method of health care service for the uninsured population in Collier County. Allowable costs associated with the project are included in Attachment B and consist of the following: 1) Personnel costs and associated fringe benefits 2) Supplies 3) Travel in compliance with Chapter 112, Florida Statute 4) Communication/Marketing/Other 5) Other Contractual costs, I.e. consultants, rent, telecommunications 3. COMPENSATION. The County shall pay for contracted services performed on behalf of PLAN for the performance of this Agreement a total amount of One hundred five thousand two hundred and eleven dollars, ($105,211) based on 12A allowable expenses incurred. Payment will be made to project vendors upon receipt of a proper invoice and in compliance with Section 218.70 Florida Statutes, otherwise known as the "Florida Prompt Payment Act" and a signed affidavit from the PLAN Executive Director, attesting that the work has been completed. Collier County reserves the right to withhold and/ or reduce an appropriate amount of any payments for work not performed or for unsatisfactory performance of Contractual requirements. The County and U.S. Department of Health and Human Services, Health Resources and Services Administration have agreed that these funds will only be used to fund projects that demonstrate expertise in the area of Health Information Technology. 4. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following address: Physician Led Access Network (PLAN) of Collier County, Inc. 1012 Goodlette-Frank Rd., Suite #201 Naples, Florida 34101 Paul Mitchell, M.D., Board Vice-Chairman Phone: (239) 434-0008 Fax: 239-417-8900 All notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Housing and Human Services Department 3301 Tamiami Trail East Bldg. H/211 Naples, Florida 34112 Attn: Marcy Krumbine, Director Phone: 239-252-2273 Fax: 239-252-2638 The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 5. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 2 12A 6. CONDITIONS. a. Special Conditions: The Contractor agrees to comply with the requirements set forth in the Notice of Grant Award Terms and Conditions (Attachment A). b. Compliance with Local and Federal Rules, Regulations and Laws: During the performance of this agreement, the Contractor agrees to comply with any applicable laws, regulations and orders listed below by reference and incorporated and made a part hereof. The Contractor further agrees to abide by all other applicable laws: i. 24 CPR Part 1 - The regulations promulgated pursuant to Title VI of the 1984 Civil Rights Act. ii. Age Discrimination Acts of 1973. iii. OMB Circular A-133 concerning audits. iv. Executive Order 11914 - Prohibits discrimination with respect to the handicapped in federally assisted projects. v. Florida Statutes, Chapter 112 - which deals with conflict of interest. vi. 45 CFR Part 74.25 Revision of budget and program plans. vii. OMB Circular A-I22 - concerning cost principles. viii. 24 CFR Part 84 - Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Non-Profit Organizations. 7. SUBCONTRACTS. Any work or services subcontracts by the Contractor shall be specifically by written contract or agreements, and such subcontracts shall be subject to each provision of this Agreement and applicable County, State, and Federal guidelines and regulations. Prior to execution by the Contractor of any subcontract hereunder, such subcontracts must be submitted by the Contractor to Housing and Human Services for its review and approval. None of the work or services covered by the Agreement, including but not limited to consultant work or services, shall be subcontracted by the Contractor or reimbursed by the County without prior written approval of the Housing and Human Services Director or his designee. 8. AMENDMENTS. The County may, at its discretion, amend this Agreement to conform to changes required by Federal, State, County or Health Resources and Services Administration (HRSA) guidelines, directives, and objectives. Such amendments shall be incorporated by written amendment as a part of this Agreement and shall be subject to approval of Collier County. Except as otherwise provided herein, no amendment to this Agreement shall be binding on 3 12A <t either party unless in writing, approved by the County and signed by each Party's designee. 9. PERMITS: LICENSE TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 10. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the contract of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 11. PROHIBITiON OF GInS TO COUNTY EMPLOYEES: No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part Ill, Florida Statutes, Collier County Ethics Ordinance No. 2004- 53, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/ or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/ or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/ or quotes; and, c. immediate termination of any contract held by the individual and/ or firm for cause. 4 12A ..", 12. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement immediately for cause; further the County may terminate this Agreement for convenience with a seven (7) day written notice. The County shall be sole judge of non-performance. 13. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. a. Executive Order 13166, August 11, 2000 requires recipients receiving Federal financial assistance to take steps to ensure that people with limited English proficiency can meaningfully access health and social services. Contractor's organization must comply with this requirement as set forth in Attachment A, page 4 item 9. 14. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1.000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liabilitv: Coverage shall have minimum limits of $500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Coml'ensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. Special Requirements: Collier County shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. Renewal certificates shall be sent to the County 30 days prior to any expiration date. There shall be a 30 day notification to the County in the event of cancellation or modification of any stipulated insurance coverage. 5 12 A tt' Contractor shall insure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Contractor shall provide County with certificates of insurance meeting the required insurance provisions. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor or Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of Contractor or Consultant or anyone employed or utilized by the Contractor or Consultant in the performance of 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. This section does not pertain to any incident arising from the sole negligence of Collier County. 13. CONTRACf ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Housing and Human Services Department. 14. CONFLICf OF INTEREST: Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 15. COMPONENT PARTS OF THIS CONTRACf. This Contract consists of the attached component parts, all of which are as fully a part of the contract as if herein set out verbatim: Notice of Grant Award Terms and Conditions (Attaclunent A) 16. SUBJECf TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 6 12 A I'~"" IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. AV~,\),,~'.,~'k p.~ht E. Ihpck. ~erk of Courts 'J'/i:.iI'-:.j~"-..""'. "~.t.\ ..... " " .' {JI.- B"" , '.,if", .:, . ,."1)a~ :.:' ~ '_'.~ .,' . . "',' ~~i:. ....... ,,,,.oj,,,,.., BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: 0~~ . Tbm Henning, Chawnan January 13, 2009 Physician Led Access Network (PLAN) of Collier County By: Iaa G. ~ZJ Paul Mitchell, M,D. PLAN Board Vice-Chairman January 13, 2009 ~ L[) 4- 00..",- . '- DEi!lo(2.AH DAH-LMAN,JS Second Witness I ern fJal1l'Q! ~ tType/print witness namet Approved as to form and legal sufficiency: ~fVl~ Colleen M. Green~ Assistant County Attorney 7 1. DATE ISSUED: 081261200. 3. SUPERCEDES AWARD NOTICE datlNl: , ~----"'.---~""""''''''''IfI''''-11.'''-'~~. 401. AWARD NO.: 4b. GRANT NO.: S. PORMER GRANT NO.: 101BIT1076Q.01_00 0181T10769 8. PROJECT PERIOD: FROM: 0910112008 THROUGH: 081J1f20~0 7. BUDGET PERIOD: FROM: 09/0112008 THROUGH: 0813112010 8. TITLE OF PROJECT (OR PROGRAM): Congressionally-Mandated HealthlnrormatJon Technology Grants. O. GRANTEE NAME AND ADDRESS: 10. DIRECTOR: (PROGRAM DJRECTORIPRINCIPAL INVESTIGATOR) Collier County Marcy KlUmblne 3301 Tamlaml Trail e eolllerCounly Naples, FL 34112.3969 3301 Tamiaml Trail East Naples. FL 34112-3989 12. AWARD COMPUTATION FOR FINANCIAL ASSISTANCe e. Authortzed Finsllclal Aul$tance ThIs Perfod S 323,'11,.00 b. less UnobDgatedBalanoe ftOOl Prior 8udgell>erlods r. AddllJon.1 Authority n. OffBet c.. Unawarcted Balance of Current Year's Fund$ d.lel1 CUmulative Prior Award(s) This: Budget P.rlod e. AMOUNT OF FINANCIAL ASSISTANCe THIS ACTION 8. Salarle. liIInd Wages: $ 26.250.00 b. Fringe Benefits: $ 6,061.00 c. Total Personnel Coats: $ 34.311.00 d. Consultant Co5ts: $ 0.00 e. Equipment: S 0.00 f. Supplies: $ 41.300.00 g. Travel: $ 4,400,00 . h. ConstruetlonlAJleration and Renovation: $ 0.00 I. Other. $ 82,400.00 }. ConsornumlConkactual Costs: $ 161,500.00 k. Trainee Related Expenses: S 0.00 I. TraInee Stipends: S 0.00 m. Trainee Tuitioo and Fees: $ 0.00 n. Trainee Travel: $ 0.00 o. TOTAL OIRECT COSTS: . 323,811.00 p. INDIReCT COSTS: (Rate: % of S&WITADC) $ 0.00 Q. TOTAL APPROVED BUDGET: $323.811.00 I. Lesa Non.Federal Resources: $' 0.00 ll. Federal Share: $ 323.911.00 15. PROGRAM INCOME SUBJECT TO 45 CFR Part 7".24 OR 45 CFR 12.25 SHALL BE USED IN ACCORD 'WITH ONE OF THE FOLLOWING AL TERNAnVES: AooAddltlon a-o.dllC'llon c-co.t SIt.ring or M8:lch'ng O-OCh!lr Estimated Program Income: $ 0.00 I 2. PROGRAM CFOA: 93.888 11. APPROVED BUOQET: (Excludes O/l1Ict AssIstance) lXJ Grant Fund. Onty r J Tota' projad costs including grant funds and aU other flnanclal paftlcjpatlon ATTACHMENT A m ""'.. DEPARTMENT OF HEALTH AND HUMAN SERVICES HEALTH RESOURCES AND SERVICES ADMINISTRATION _RSA NonCE OF GRANT AWARD AUTHORIZATION (LeglslafioolRegulatlanj Public Health Service Act, T"rtIe Ill. Section 33O(A) n Amended Public Health Servk::a Ad. TItle III, Section 330A Pubic Health ServlceAr:.t, TlUe III. Section 330(1). P.l. 107.251 $0.00 $ 0.00 $MO $0,00 $ 323,011.00 13, RECOMMENDED FUTURE SUPPORT: (Subj.ct Co the .vallablllty of funds ancIl8t1sfactory ProQllJIfI of project) ~ ,... APPROVED DIRECT ASSISTANCE BUDGET: (In lieu oreas") a. Amounl of Direct AssIstanCe b. less Unewardecl aalance Df Current Year's Funds c. Lu. CumuiatlY8 PrIor Awards(s) This Budget Period d. AMOUNT OF DIRECT ASSISTANCE THIS ACTION so,OO $0.00 $0.00 $ 0.00 [AJ 16. THIS AWARD IS 9ASED ON AN APPUCATlON SUBMllTED TO, AND AS APPROVED 9Y HRSA, IS ON tHE ABOVE TITLED PROJECT AND IS SUIIJECT TO TH! TERMS AND CONDITIONS INCORPORATED mHER DIRECTLY OR BY REFERENCE IN THE FOLlOWING; .. Thto_F""ll'WII...........ea.d-...... n.1I'JfIl1lftllllMl~_....... n....-.,jIlo/b~......_--..MY................REMAlu:a...4ICFRPwl7~...~Cf'IIIPlutt3.............~... -u.r......,.................~~~II;t...llfWII,lIlI""""".w.d~_,.....,"--rl...................lICIftdillonoll~...................",........._...............".. -....o1w:>nt'-\lfWo!~~ REMARKS: (Other Terms and Condlllons Attached [XJ V.. r] No ) Electrontca/ly aJllnfHl by Dorothy M. KMI.y, GI1Ints Mana"wrrent Officer on: 0&020OOB iT. OBJ. ClASS: 41.51 18. CRS-EIN: 1596000558-'1 1.. FUTURE RECOMMENDED FUNDING: '1 12A NOTICE OF GRANT AWARD (ContInuation Sheet) Page :2 Date Issued: 0812612008 Award Number. 10181T10769-o1-OO HRSA Electronic Handbooks (EHBs) Registration Requirements The Project Director of the grant (listed on this NGA) and the Authorizing Official of the grantee orga~izatl~n ~re required to register (if not already registered) within HRSA's Electronic Handbooks (EHBs). RegistratIon wlthm HRSA EHBs Is required only once for each user for each organization they represent. To complete the registration quickly and efficiently we recommend that you note the 10-dlglt grant number from box 4b of this NGA. After you have completed the Initial registration steps (i.e., created an individual account and associated it with the correct grantee organization record), be sure to add this grant to your portfolio. This registration In HRSA EHBs Is required for submission of noncompeting continuation applications. In addition, you can also use HRSA EHBs to perform other activities such as updating addresses, updating email addresses and submitting certain deliverables electronically. Visit https:/Igrants.hrsa.gov/webexternalllogin.aspto use the system. Additional help is available online andlor from the HRSA Call Center at 1-877-464-4772. Terms and Conditions Failure to comply with the special remarks and condition(s) may result in a draw down restriction being placed on your Payment Management System account or denial of future funding. Program Terms; 1. Telemedicine Projects; Whenever a third-party payer can be billed for a consult. the grantee may not provide the involved clinician(s) with a grant-funded clinician incentive payment. This remains the rule even when the clinician incentive payment is more than what the third-party payer will reimburse. This also applies when a State Medicaid agency will reimburse for a consult, but the grantee has not yet established its own internal procedure to bill Medicaid. 2. The Universal Service Provisions of the Telecommunications Act of 1996 should make telecommunication rates for eligible rural health providers comparable with rates for urban providers and In many cases thereby reduce transmission costs to rural providers. All eligible applicants and their eligible grant - funded network members must apply for a Universal Service subsidy as soon as pOSSible or demonstrate to OHIT that applying would not provide any financial advantage. Further information on Universal Service is availabie at: (http://www.rhc.universalservice.org). 3. It is the policy of HRSA to make available to the public the results and accomplishments of the activities that it funds. Therefore. it is Incumbent upon project directors, program directors. and principal Investigators to make results and accomplishments of their activities available to the public. Prior approval is not required for publishing the results of an activity under a grant. Recipients shall place an acknowledgement of HRSA grant support and a disclaimer, as appropriate. on any publiCation, briefing paper, report. or other document that is written, published. or otherwise produced (e.g., webslte, electronic work products) with such support and, if feasible, on any document (electronic or paper) reporting the results of or describing a grant-supported activity. The acknowledgement shall read: "This publication (report, briefing paper, document, website, etc.) was made possible by grant number _ from the Office of Health Information Technology, Health Resources and Services Administration, DHHS" or "The project described was supported by grant number _ from the Office of Health Information Technology, Health Resources and Services Administration, DHHS: THREE copies of documents or reports (electronic or paper), resuiting from work performed under a HRSA grant-supported project or activity MUST be submitted to OHIT, no matter what the media by which they are disseminated (e.g., publications in journals, reports, CD-Rom, web). In addition, copies of presentations to major organizations should acknowledge HRSA support and be submitted to the OHIT project officer. THREE reprints of publications or work products resulting from work performed under a HRSA grant supported project or activity MUST be submitted to the OHIT project officer. 4. In the event the grantee organization anticipates that Federai funding available through this award will not be expended by the project period end date, the grantee is required to submit to the grants management representative and project officer indicated in the "contacts" section of this document a request for a no-cost extension to complete goals and objectives. This request, under an original signature of an authorized grant official should be submitted at least 60 days prior to the expiration of the project period and include: (a) the grant number, (b) the additional time desired, (c) the grant project goals and objectives to be completed and (d) the Federal funds available to complete the goals and objectives with categorical budget and justification. 12A 1 NOTICE OF GRANT AWARD (Continuation Sheet) Page 3 Date issued: 0812612008 Award Number: 1 01BIT1076g~01-00 5. The grantee institution may retain the entire right, title and interest throughout the world to any invention (as defined in 45 CFR, Section 74.36) it conceives, develops, or implements in the performance of work under this grant, subject to the provisions of the Department of Commerce's regulation 37 CFR Part 401 and 35 U.S.C. 203. The Federal government, however, shall have a nonexclusive, nontransferable, irrevocable, paid-up license to obtain and use the invention for or on behalf of the United States throughout the world. 6. Data Collection and Evaluation: Applicants accepting this award must, if requested. participate in the Office for the Advancement of Telehealth (OAT) data collection and evaluation of telemedicine activities. 7. Teleheaith Inventory Assessment: Applicants accepting this award must complete, if requested, a "HRSA Telehealth Inventory: This inventory collects data about the Telehealth capabilities of the grantee's institution and those of the network members. OHIT will provide information regarding this inventory at the time of request. 8. OAT Grantee Directory: Appiicants accepting this award must provide information for OHIT's Grantee Directory/Profiles. Further instructions will be provided by OHIT. The current Telehealth directory is available online at: http://telehealth.hrsa.gov/grants/grantee.htm. 9. Grantees are requested to attend and participate in the OHIT grantee meetings. Programmatic and logistical details will be provided later. 10. When responding to reporting requirements, conditions, and requests for post award amendments to the Division of Grants Management Operations, please send a courtesy copy of your correspondence to the designated project officer. Standard Terms: I. All discretionary awards issued by HRSA on or after October 1,2006, are subject to the HHS Grants Policy Statement (HHS GPS) unless otherwise noted in the Notice of Award (NoA). Parts I through III of the HHS GPS are currently available at ftp:/Iftp.hrsa.gov/grantslhhsgrantspolicystatement.pdf and it is anticipated that Part IV, HRSA program-specific guidance will be available at the website in the near future. In addition, HRSA-specific contacts will be appended to Part III of the GPS which Identifies Department-wide points of contact. Please note that the Terms and Conditions explicitly noted in the award and the HHS GPS are in effect. Once available, Part IV, HRSA program-specific guidance will take precedence over Parts I and II in situations where there are conflicting or otherwise inconsistent policies. 2. The HHS Approprlations Act requires that when issuing statements, press releases, requests for proposals. bid solicitations. and other documents describing projects or programs funded in whole or in part with Federal money. all grantees receiving Federal funds. including but not limited to State and local governments, shall clearly state the percentage of the total costs of the program or project which will be financed with Federal money. the dollar amount of Federal funds for the project or program, and percentage and a dollar amount of the total costs of the project or program that will be financed by nongovernmentai sources. 3. Recipients and sub-recipients of Federal funds are subject to the strictures of the Medicare and Medicaid anti-kickback stetute (42 U.S.C. 1320a - 7b(b) and should be cognizant of the risk of criminal and administrative liability under this statute, specifically under 42 U.S.C. t320 7b(b} Illegal remunerations which states, in part. that whoever knowingly and willfully: (A) Solicits or receives (or offers or pays) any remuneration (including kickback. bribe, or rebate) directly or indirectly. overtly or covertly, in cash or in kind, in return for referring (or to induce such person to refer) an individual to a person for the furnishing or arranging for the furnishing of any item or service, OR (B) In return for purchasing, leasing, ordering, or recommending purchasing, leasing, or ordering, or to purchase. lease, or order, any goods, facility, services, or item ....For which payment may be made in whole or in part under subchapter XIII of this chapter or a State health care program, shall be guilty of a felony and upon conviction thereof, shall be fined not more than $25,000 or imprisoned for not more than five years, or both. 4. The HHS Appropriations Act requires that to the greatest extent practicable, all equipment and products purchased with funds made available under this award should be American-made. 12A ~, NOTICE OF GRANT AWARD (Continuation Sheet) Page 4 Date Issued: 08126/2008 Award Number. 1 01 Bin 0769.01-00 5. Items that require prior approval from the awarding office as indicated in 45 CFR Part 74.25 [Note: 74.25 (d) HRSA has not waived cost-related or administrative prior approvals for recipients unless specifically stated on this Notice of Grant Award] or 45 CFR Part 92.30 must be submitted in writing to the Grants Management Officer (GMO). Only responses to prior approval requests signed by the GMO are considered valid. Grantees who take action on the basis of responses from other officials do so at their own risk. Such responses will not be considered binding by or upon the HRSA. In addition to the prior approval requirements identified in Part 74.25, HRSA requires grantees to seek prior approval for significant rebudgeting of project costs, Significant rebudgeting occurs when. under a grant where the Federal share exceeds $100,000, cumulative transfers among direct cost budget categories for the current budget period exceed 25 percent of the total approved budget (inclusive of direct and indirect costs and Federal funds and required matching or cost sharing) for that budget period or $250,000, whichever is less, For example, under a grant in which the Federal share for a budget period is $200,000, if the total approved budget is $300,000, cumulative changes within that budget period exceeding $75,000 would require prior approval). For recipients subject to 45 CFR Part 92, this requirement is in lieu of that in 45 CFR 92.30(c)(1 )(ii) which permits an agency to require prior approval for specified cumulative transfers within a grantee's approved budget. [Note. even if a grantee's proposed rebudgeting of costs falls below the significant rebudgeting threshold identified above, grantees are still required to request prior approval, if some or all of the rebudgeting reflects either a change In scope, a proposed purchase of a unit of equipment exceeding $25,000 (if not included in the approved application) or other prior approval action identified in Parts 74.25 and 92.30 unless HRSA has specifically exempted the grantee from the requirement(s).] 6. Payments under this award will be made available through the DHHS Payment Management System (PMS). PMS is administered by the Division of Payment Management, Financial Management Services, Program Support Center, which will forward instructions for obtainin9 payments. Inquiries regarding payment should be directed to: Payment Management, DHHS, P.O. Box 6021. Rockville, MD 20852. http://www.dpm.psc.gov/orTelephone Number: 1-877-614-5533. 7. The DHHS Inspector General maintains a toll-free hotline for receiving information concerning fraud, waste, or abuse under grants and cooperative agreements. Such reports are kept confidential and callers may decline to give their names if they choose to remain anonymous. Contact: Office of Inspector General, Department of Health and Human Services, Attention: HOTLINE, 330 Independence Avenue Southwest, Cohen Building, Room 5140. Washington, 0, C, 20201, Email: Htips@os.dhhs.govorTelephone: 1-800-447-8477 (1-800-HHS-TIPS). 8. Submit audits, if required, in accordance with OMB Circular A-133, to: Federal Audit Clearinghouse Bureau of the Census 1201 East 10th Street Jefferson, IN 47132 PHONE: (310) 457-1551, (800)253-0696 toll free http://harvester.census.gov/saclfacconta.htm 9. EO 13166. August 11, 2000, requires recipients receiving Federal financial assistance to take steps to ensure that people with limited English proficiency can meaningfully access health and social services. A program of language assistance should provide for effective communication between the service provider and the person with limited English proficiency to facilitate participation in, and meaningful access to, services. The obligations of recipients are explained on the OCR website at http://www.hhs.gov/ocr/lep/revisedlep.html. 10. This award is subject to the requirements of Section 106 (g) of the Trafficking Victims Protection Act of 2000,as amended (22 U.S.C. 7104). For the full text of the award term, go to http://www.hrsa.gov/grants/trafficking.htm. If you are unable to access this link, please contact the Grants Management Specialist identified in this Notice of Grant Award to obtain a copy of the Term. Reporting Requirements: 1. Due Date: Within gO days of Budget End Date The grantee must submit a Financial Status Report SF-269NShort Form (http://www.psc.govlformslsf) within 90 days after the budget period end date. This report should NOT reflect cumulative reporting from budget period to budget period and must be submitted to the HRSA, Division of Grants Management Operations. 5600 Fishers Lane. Room 11A-02, Rockville, MD 20857-0001. 2. Due Date: Within 365 days of Award Issue Date Technical progress reports are required at annual intervals, when the due date coincides with the conclusion of the 12A , 1 NOTICE OF GRANT AWARD (Continuation Sheet) Page 5 Da1e Issued: 08/26/2008 Award Number: 1 D1 BITl0761l-Q1-00 project, the final report will also serve as the progress report. Reports should include a summary of what has been accomplished during the reporting period and what has been learned, as well as basic information required by OHIT to measure the progress of the program. A copy of the format to be used. as well as instructions for submitting the report, will be provided by OHIT. Failure to comply with these reporting requirements will result in deferral or additional restrictions of future funding decisions. Contacts: Program Contact: For assistance on programmatic issues, please contact Makeda Clement at: OHIT 5600 Fishers Ln RM 7C-26 Rockville. MD 20857-0001 Phone: (301 )443-6977 Email: MClement@hrsa.gov Division of Grants Management Operations: For assistance on grants administration issues, please contact Hazel N. Booker at: HRSA/DGMO/GSFB 5600 Fishers Ln RM 11A-02 Rockville. MD 20857-0001 Phone: (301 )443-4236 Email: nbooker@hrsa.gov Fax: (301 )443-6686 Responses to reporting requirements, conditions, and requests for post award amendments must be mailed to the attention of the Office of Grants Management contact indicated above. All correspondence should Include the Federal grant number (item 4 on the award document) and program title (item 8 on the award document). Failure to follow this guidance will result in a delay in responding to your request. 12A' ATTACHMENTB Budget Summary Budget Category Amount A. Personnel $ 50.667 B. Fringe Benefits $ 15.200 C. Travel $ 3.200 D. Equipment $ 0 E. Supplies $ 5.144 F. Construction $ 0 G. Consultants I Contracts $ 11.000 H. Other $ 20.000 Total Direct Costs $105.211 I. 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