Okaloosa County BOCC — October 7, 2014 — AH105 OKALOOSA BCC amendment #7 renewal Fully Executed — reading text

liable for any royalties. The Provider has no liability when such claim is solely and exclusively due to BBCBC’s alteration of the product or article or BBCBC’s misuse or modification of the Provider's products or BBCBC’s operation or use of vendor's products in a manner not contemplated by this subcontract. The Provider shall provide prompt written notification to BBCBC of any claim of copyright, patent or other infringement arising from the performance of this subcontract. c. Further, the Provider shall protect, defend, and indemnify, including attorneys’ fees and costs, BBCBC/PSYCHCARE for any and all claims and litigation (including litigation initiated by BBCBC/PSYCHCARE) arising from or relating to Provider's claim that a document contains proprietary or trade secret information that is exempt from disclosure or the scope of the Provider's redaction, as provided for under Section 24. The Provider'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 BBCBC/PSYCHCARE negligent shall excuse the Provider of performance under this provision, in which case BBCBC/PSYCHCARE shall have no obligation to reimburse the Provider for the cost of their defense. If the Provider is an agency or subdivision of the State, its obligation to indemnify, defend and hold harmless BBCBC/PSYCHCARE shall be to the extent permitted by law and without waiving the limits of sovereign immunity 10. Monitoring, Accreditation, Quality Assurance, Corrective Actions and Financial Penalties a. Provider shall cooperate with the BBCBC/PSYCHCARE credentialing processes, risk management processes, quality improvement program and activities, and utilization management processes. As per the BBCBC/PSYCHCARE member complaint and quality 7 8/25/14 Contract #AH105 Standard A review processes, any and all requests for written responses regarding either client complaints and/or potential quality of care issues, must be received by the BBCBC/PSYCHCARE Quality Management Department within five (5) business days of Provider’s receipt of the client complaint or quality review notification. Provider shall comply with applicable AHCA and CMS laws and regulations, as well as applicable state laws, rules and regulations including, without limitation, the requirements set forth in Chapter 641.17 F.S. through Chapter 641.3923, F.S., Health Maintenance Organizations. Provider shall supply BBCBC/PSYCHCARE with applicable NPI numbers prior to execution of the contract. Should NPI numbers be added, modified or deleted to the Provider, Provider will notify BBCBC/ PSYCHCARE within fifteen (15) days of the addition, modification or deletion. Provider will comply with the BBCBC/PSYCHCARE cultural competency plan. In accordance with the provisions of section 402.73(1), F.S., and Rule 65-29.001, F.A.C., corrective action plans may be required for noncompliance, nonperformance, or unacceptable performance under this subcontract. Penalties may be imposed for failures to implement or to make acceptable progress on such corrective action plans. BBCBC/PSYCHCARE may conduct on-site or off-site reviews of Provider’s program when considered necessary or as part of a Quality Assurance sampling function to evaluate compliance with requirements. Provider shall permit persons duly authorized by BBCBC/PSYCHCARE or the Department to inspect and copy any records, papers, documents, facilities, goods and services of the Provider, which are relevant to this Subcontract, and to interview any clients and employees to assure BBCBC/PSYCHCARE and the Department of the satisfactory performance of the terms and conditions of this Subcontract. Following such review, BBCBC/PSYCHCARE and/or the Department will deliver to Provider a written report of its findings and request for development of a Corrective Action Plan where appropriate. Final determination of the adequacy of the Provider’s Corrective Action Plan (if required) rests solely with BBCBC. Provider agrees to timely correct all deficiencies identified in a monitoring or quality assurance report pursuant to the mutually agreed-upon Performance Improvement Plan. Failure of Provider to submit an adequate Corrective Action Plan or timely correct all deficiencies noted in a monitoring or quality assurance report will result in further action up to and including contract termination. Provider shall comply with all applicable BBCBC/PSYCHCARE quality assurance/quality improvement plans. Provider shall also cooperate with BBCBC/PSYCHCARE and/or the Department when any investigation is conducted regarding a regulatory complaint relevant to services provided by Provider under this Subcontract. f. Provider’s failure to substantially and satisfactorily comply with the provisions of this 8/25/14 Subcontract, or with any Corrective Action Plan created hereunder, may result in BBCBC imposing financial penalties upon the Provider. Financial penalties assessed under this Subcontract will be assessed at the sole discretion of BBCBC. All penalties, if imposed, shall not exceed ten percent (10%) of the total Subcontract payments during the period in which the Corrective Action Plan has not been implemented or in which acceptable progress toward implementation has not been made. 8 Contract #AH105 Standard A 1) Noncompliance that is determined to have a direct effect on client health and safety shall result in the imposition of a ten percent (10%) penalty of the total contract payments during the period in which the corrective action plan has not been implemented or in which acceptable progress toward implementation has not been made. 2) Noncompliance involving the provision of service not having a direct effect on client health and safety shall result in the imposition of a five percent (5%) penalty. 3) Noncompliance as a result of unacceptable performance of administrative tasks shall result in the imposition of a two percent (2%) penalty. BBCBC may deduct the amount of the penalty from payment due for invoices submitted to BBCBC by the Provider upon written notification. This provision shall survive the termination of this Subcontract. BBCBC is committed to ensuring the provision of the highest quality services. Accordingly, BBCBC has expectations that where accreditation is generally accepted nationwide as a clear indicator of quality service, the majority of our Providers will either be accredited or have a plan to meet national accreditation standards. If not accredited, Provider will communicate in writing to BBCBC its anticipated timeframes for becoming accredited, or, upon mutual agreement with BBCBC, will have a plan to meet generally recognized standards of the industry. Provider will submit to the BBCBC all reports generated by such an accrediting entity. Provider shall participate in all activities related to the BBCBC/PSYCHCARE or statewide quality management systems as requested. To the extent applicable, Provider shall comply with operating procedures of BBCBC referenced in the Subcontract which can be accessed via the web at www.bbcbc.org . 11. Insurance a. 8/25/14 Continuous adequate general liability insurance coverage (broad form coverage), specifically including premises, fire and legal liability, shall be maintained by the Provider during the existence of this subcontract and any renewal(s) and extension(s) of it. By execution of this subcontract, unless it is a state agency or subdivision as defined by subsection 768.28(2), F.S the Provider accepts full responsibility for identifying and determining the type(s) and extent of liability insurance necessary to provide reasonable financial protections for the Provider and the clients to be served under this contract. At a minimum the following coverage will be required: general liability insurance coverage and professional liability insurance coverage in the minimum amounts of one million dollars ($1,000,000) each incident and three million dollars ($3,000,000) aggregate and sexual abuse and molestation coverage in the amount of one million dollars ($1,000,000) each incident and one million dollars ($1,000,000) aggregate. The limits of coverage under each policy maintained by the Provider do not limit the Provider's liability and obligations under this subcontract. Upon the execution of this subcontract, the Provider shall furnish BBCBC written verification supporting both the determination and existence of such insurance coverage. Such coverage may be provided by an insurer licensed or eligible to do so and that are doing business in the State of Florida. Each insurer must have a minimum rating of “A” by A.M. Best Company or an equivalent rating by a similar insurance rating firm, and shall name BBCBC and the Department as an additional insured under the policy(ies). 9 Contract #AH105 Standard A If in the course of the performance of its duties under this subcontract any officer, employee, or agent, independent contractor, volunteer or student operates a motor vehicle the provider shall obtain and provide proof to the BBCBC of comprehensive automobile liability insurance coverage the limits of the Provider’s coverage shall be no less than $300,000 per occurrence with a minimal annual aggregated of no less than $1,000,000. The Provider shall obtain and provide proof to BBCBC of professional liability insurance coverage, including errors and omissions coverage, to cover the Provider and all of its employees. If in the performance of the duties of the Provider under this subcontract administers any prescription drug or medication or controlled substance, the professional liability coverage shall include medical malpractice liability and errors and omissions coverage, to cover the Provider and all of its employees. The limits of the coverage shall be no less than $300,000 per occurrence with a minimal annual aggregate of no less than $1,000,000. BBCBC 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 Provider providing the insurance. All such insurance proposed shall be submitted to BBCBC and confirmed upon contract signing and upon renewal date each year. 12. Confidentiality of Client Information a. 8/25/14 The Provider shall not use or disclose any information concerning a recipient of services under this subcontract for any purpose prohibited by state or federal law or regulations except with the written consent of a person legally authorized to give that consent or when authorized by law. Provider agrees to maintain in strict confidence client information, including, without limitation, the information contained in 42 C.F.R., Chapter 1, Subchapter A, Part 2, as well as in the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Public Law 104- 191. Provider also agrees to abide by The Department of Health and Human Services (HHS) rules, known as the HIPAA Administrative Simplification Rules, located at 45 C.F.R. Parts 160, 162 and 164, and which include both (1) the HIPAA Privacy Rule, created to set national standards for the protection of individually identifiable health information (PHI) [See Section 6.2] by three types of covered entities: health plans, health care clearinghouses, and health care providers who conduct health care transactions electronically and (2) the HIPAA Security Rule, which sets national standards for the security of electronic protected health information. Both rules are administered and enforced by the Office of the Civil Rights (OCR). Provider’s compliance is also required in additional HIPAA Administrative Simplification Rules, known as (1) the Transactions and Code Sets Standards, (2) the Employer Identification