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Backup Documents 11/10/2009 Item #16D 7 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLI, 6 D 7 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 after the Board has taken action on the item.) ROUTING SLIP Complete routing lines #1 through #4 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 throuo:h routiOlllines #1 thrOUllh #4, conmlete the checklist, and forward to Sue Filson nine #5). Route to Addressee(s) Office Initials Date (List in routimz order) 1. Terri Daniels Housing Human Services 12/4/09 2. 3. 4. 5. Ian Mitchell, Manager Board of County Commissioners ,'~- 11-/"'6 (OJ ./ 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pt,'11ding Bee approval, Normally the primary contact is the person who created/prepared the executive summary. Primary contact information is needed in the event one (lfthe addressees above, including Sue Filson, need to contact staff for additional or missing information. All original documents needing the Bee Chainnan's signature are to be delivered to the Bee office only after the BeC has acted to approve the item.) Name of Primary Staff Terri Daniels Phone Number 252-2689 Contact Agenda Date Item was November 10, 2009 Agenda Item Number 1607 Approved bv the BCC Type of Document Agreement - PRMC Number of Original 2 Attached Documents Attached INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "N/ A" in the Not Applicable column, whichever is a ro nate. 1. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chainnan, 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 Chainnan and Clerk to the Board and ossibl State Officials, 2. 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 3. The Chainnan's signature line date has been entered as the date ofBCC approval of the document or the fmal ne otiated contract date whichever is a licable. 4. "Sign here" tabs are placed on the appropnate pages indicating where the Chainnan's si ture and initials are re uired. 5. 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 of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. B of our deadlines! 6. The document was approved by the BCC 0 (enter date) and all changes made during the meeting have been incorpo a ed 'n t e attached document. The Couo Attorne 's Office has reviewed the chan es if a licable. I: Formsl County Fonns/ Bee Formsl Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05 160 7 MEMORANDUM Date: December 8, 2009 To: Terri Daniels, Grants Supervisor Human Services Department From: Martha Vergara, Deputy Clerk Minutes & Records Department Re: Agreement Contractor: Physicians Regional Medical Center Attached, please find one (1) original as referenced above (Agenda Item #1607), approved by the Board of County Commissioners on Tuesday, November 10,2009. Please return any fully executed original documents back to the Minutes & Records Department for the Board's Official Record. If you should have any questions, please call 252-7240. Thank you. 16D 7 AGREEMENT THIS AGREEMENT is made and entered into this JJO\) I 0, ~o[fj by and between Collier County, Florida, a political subdivision of the State of Florida, hereinafter referred to as "the County" and Naples HMA, Inc., a Florida corporation d/b/a Physicians Regional Medical Center, hereinafter referred to as "the Hospital". RECITALS: WHEREAS, Section 125.01(1)(e), Florida Statutes, authorizes the County to provide health welfare programs for the residents of Collier County to the extent not inconsistent with general or special law; and WHEREAS, the establishment and maintenance of such programs are in the best interest of the people of Collier County; and WHEREAS, the County desires to contract with the Hospital to provide payments for health prevention programs, and mental health services to residents of the County; and WHEREAS, the Hospital is willing to provide payments for such services, subject to the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the covenants herein contained, the parties hereby agree as follows: ARTICLE I SERVICES TO BE PERFORMED 1. The Hospital shall provide payment for the following services in the manner as described in Attachment A, Scope of Services: a. Collier County Health Department 1. Immunization program ll. AIDS Prevention Program 111. Tuberculosis Program IV. Communicable Disease Program v. Child Health Program VI. Healthy Start Prenatal Program provided by the Foundation for Women's Health Vll. School Health Program V11l. Adult Health Program IX. Dental Program x, Physician Led Access Network (PLAN) b, Community Mental Health Services provided by the David Lawrence Center, Inc. c. Hospital agrees to fund other health related programs and services as directed by the County. 160 7 2. The obligation of the Hospital to provide any services pursuant to this Agreement, or to pay for services provided by other parties approved by the County pursuant to this Agreement, shall be contingent upon designated funds being paid to Hospital by ARCA or County in advance of the obligation of the Hospital to provide any services or to pay for any services. In the event that sufficient designated funds are available with the Hospital, the Hospital shall have no obligations under this Agreement. ARTICLE II PAYMENTS 1. The County shall make quarterly payments to the State of Florida, Agency for Health Care Administration (AHCA) under the Inter-Govermnental Transfer Program (IGT). 2, Funding provided in this Agreement shall be prioritized so that designated funding shall first be used to fund the Medicaid program (including Low Income Pool) and used secondarily for other purposes. ARTICLE III TERMS OF AGREEMENT AND TERMINATION L The term of this Agreement shall be October I, 2009 through September 30, 2010 with two annual renewals. 2, Either party may terminate this Agreement thirty with (30) calendar days written notice to the other party. In the event of termination, the County shall pay for services rendered, prorated to the date of termination. The County shall continue to pay for any inpatient receiving services on the date of termination until the discharge of such payment. 3. Upon breach of this Agreement, the aggrieved party may, by written notice of breach to the breaching party, terminate the whole or any part of this Agreement. Termination shall be upon no less than twenty-four (24) hours notice, in writing, delivered by certified mail, telegram or in person. Waiver by either party of breach of any provisions of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 4. It is further agreed that in the event general funds to finance all or part of this Agreement do not become available, the obligations of each party hereunder may be terminated upon no less than twenty-four (24) hours notice in writing to the other party. Said notice shall be delivered by certified mail, telegram or in person. The County shall be the final authority as to the availability of funds and as to how any available funds will be allocated among its various service providers. 2 16D 7 ARTICLE IV ASSIGNMENT I. The Hospital and/or its sub-contractor shall not assign or transfer this Agreement, or any interest, right or duty herein, without the prior written consent of the County, which consent shall not be unreasonably withheld by the County. The Hospital shall be allowed to assign or transfer this Agreement or any of the Hospital's obligations hereunder to affiliates or wholly owned subsidiaries of the Hospital without obtaining prior written consent. This Agreement shall run to the County and its successors. ARTICLE V SUBCONTRACTING I. The parties agree that the Hospital shall be permitted to execute subcontracts for the purchase by the Hospital of such services, articles, supplies, and equipment, which is both necessary and incidental to the performance of the work, required under this Agreement. However, the Hospital expressly understands that it shall assume the primary responsibility for performing the services outlined in Article I of this Agreement. ARTICLE VI INSURANCE, SAFETY AND INDEMNIFICATION I. Indemnity. The Hospital and/or its sub-contractor shall indemnify the County against any claims, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of, resulting from the Hospital's failure to pay for services as directed by the County. The County shall indemnify the Hospital against any claims, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of, resulting from or in any way connected with the performance of the County's responsibilities under this Agreement including the County's review of all invoices to insure that no violations of state of federal laws, rules or regulations occurs in payments made pursuant to this Agreement. The County's liability is subject to the provision of section 768.28, F.S. 2. Insurance Required. During the term of this agreement the Hospital shall procure and maintain liability insurance coverage. The liability insurance coverage shall be in amounts not less than $1,000,000 per person and $2,000,000 per incident or occurrence for personal injury, death, and property damage or any other claims for damages caused by or resulting from the activities under this Agreement. Such policies of insurance shall name the County as an additional insured. The Hospital shall submit written evidence of having procured all insurance policies required herein no later than 10 days after the effective date of this Agreement and shall submit written evidence of such insurance policies to the County Housing and Human Services Director and to the County's Risk Management office. The Hospital shall purchase all policies of insurance from a financially responsible insurer duly authorized to do business in the State of Florida. The Hospital shall be financially responsible for any loss due to failure to obtain adequate insurance coverage and the failure 3 160 7 to maintain such policies or certificate in the amounts set forth herein shall constitute a breach of this agreement. ARTICLE VII BILLING PROCEDURES The Hospital has standard, acceptable billing procedures that the Hospital will utilize in the performance of its obligations under this Agreement. The County shall direct the Hospital to make payments pursuant to this Agreement once the County has verified the validity of the invoices to be paid by the Hospital. The Hospital will not pay any invoices prior to the County's approval. The Hospital shall make payments to specific healthcare programs and services, such as the mental health programs ofthe David Lawrence Mental Health Center and the Collier County Health Department that are pre-approved by the County for payment. The Hospital shall use reasonable efforts to pay invoices approved by the County within thirty (30) days of County approval. For the healthcare services provided by the Hospital, the Hospital shall be reimbursed at the federally approved Medicare rates. The County shall be responsible for verifying invoices for such services prior to reimbursement to the Hospital. The Hospital has the right to bill the balance to the patient for any difference between the Medicare rate and the amount the hospital is paid pursuant to the County's authorization. For providing Third Party Administrator (TPA) services, the Hospital shall be compensated monthly and in advance at the rate of $5,000.00 (five thousand dollars) per month not to exceed $60,000 annually. The Hospital will deduct its compensation from the match revenue it receives from AHCA. ARTICLE VIII RECORDS I. The Hospital shall provide quarterly financial reports to the County in such detail as required by the County. 2. The Hospital and/or its sub-contractor shall keep orderly and complete records of its accounts and operations related to the services provided under this Agreement for the entire term of the Agreement plus three (3) years. The Hospital and/or its sub-contractor shall keep open these records to inspection by County personnel at reasonable hours during the entire term of this Agreement. If any litigation, claim or audit is commenced prior to the expiration of the three (3) year period and extends beyond this period the records must remain available until any litigation, claim or audits have been resolved. Any person duly authorized by the County shall have full access to and the right to examine any of said records during said period. Access to PHI shall be in compliance with federal laws and HIP AA. 4 ______~_..~"'_~__.___,___~...".,',.,_.,_~'.'"_.,_.._._"_'_~"___'"'''____''''_'_''_____n_'w'_ ".,,' .~_ 16D 7 ARTICLE IX CIVIL RIGHTS I. There will be no discrimination against any employee or person served on account of race, color, sex, age, religion, ancestry, national origin, handicap or marital status in the performance of the Agreement. 2. It is expressly understood that, upon receipt of evidence of such discrimination, the County shall have the right to terminate this Agreement for breach of agreement. 3. The Hospital and/or its sub-contractor shall comply with Title VI of the Civil Rights Act of 1964 (42 USC 2000d) in regard to persons served, 4. The Hospital and/or its sub-contractor shall comply with Title VII of the Civil Rights Act of 1964 (42 USC 2000c) in regard to employees or applicants for employment. The Hospital and/or its sub-contractor shall comply with Section 504 of the Rehabilitation Act of 1973 in regard to employees or applicants for employment and clients served. ARTICLE X OTHER CONDITIONS I. Any alterations, variations, modifications or waivers of provisions ofthis Agreement shall only be valid when they have been reduced to writing, duly signed and attached to the original of this Agreement. The parties agree to renegotiate the Agreement if revision of any applicable laws or regulations makes changes in the Agreement necessary. 2. This Agreement contains all the terms and conditions agreed upon by the parties, All items incorporated by reference are as though physically attached. No other agreements, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or to bind any of the parties hereto. 3. The Hospital and/or its sub-contractor shall obtain and possess throughout the term of this Agreement all licenses and permits applicable to its operations under federal, state, and local laws, and shall comply with all fire, health and other applicable regulatory codes. 4. The Hospital and/or its sub-contractor agrees to comply with all applicable requirements and guidelines prescribed by the County for recipients of funds. 5. The Hospital and/or its sub-contractor agree to safeguard the privacy of information pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIP AA). 5 160 7 IN WITHNESS WHEREOF, the parties have executed this Agreement on the dates indicated below. ATTEST: DWIGHT E.a~OCK, Clerk B'~~ " . Deputy Clerk ". AUn,l. .. to cr...~ I "...tww'Mt. Approved as to form and legal sufficiency c.~~ Assistant County Attorney Collier County BOARD OF COUNTY COMMISSIONERS COLLIER r/UNTY, FLORI~A If / ,-'I:' Yh?n.c ~L <:t:...v.:c.. Donna Fiala, Chairman Board of County Commissioners By: Date: November 10. 2009 NAPLES HMA, INC., d/b/a A FLORIDA CORPORATION AND PHYSICIANS REGIONAL MEDICAL CENTER: By: Date: Todd Lupt , hiefFinancialOfficer Physicians Regional Medical Center November 10.2009 ltem# It- Pi Agenda II \ /Ill o~ Date ~ Date l'2.I",loQ Rec'd ~ 6 16D 7 ATTACHMENT A SCOPE OF SERVICES Responsibilities ofthe Hospital: 1. The Hospital and/or its sub-contractor shall provide payments for health prevention programs identified in this Agreement to the Collier County Health Department 2. The Hospital and/or its sub-contractor shall provide payments for community mental health services as identified in this Agreement to the David Lawrence Mental Health Center, Inc, 3. The Hospital and/or its sub-contractor shall provide timely responses to contract requirements. Responses to inquiries from the Public Services Division, County Health Department or designee regarding any aspect of payment of services being provided shall be as indicated below. 4. The Hospital and/or its sub-contractor shall provide payments for emergency room, secondary and tertiary care for those patients determined eligible by the County Housing and Human Services program. 5. Secondary and tertiary services shall be provided upon the referring physician or designated physician's order. The referral order shall distinguish between a referral for specific therapeutic services and a diagnostic workup. 6. Nothing in this contract shall be construed to limit access for a patient to any service provided by the Hospital that is medically necessary and approved by the County. 7