HomeMy WebLinkAbout030314_ca05W moo„ oL1 Consent Agenda
� JEFFERSON COUNTY PUBLIC HEALTH
- 49ko�< 615 Sheridan Street o Port Townsend o Washington o 98368
www.jeffersoncountypublichealth.org
February 18, 2014
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: Jean Baldwin, Director
DATE: Fr) CL Y-CG4; 3 , a o ( 4
SUBJECT: Agenda Item —Contract Agreement with CHOICE Regional Health
Network for In- person Assister Services for the WA Health Benefit
Exchange, Amendment #1; August 15, 2013 — December 31, 2014;
restructures the payment disbursement method
STATEMENT OF ISSUE:
Jefferson County Public Health requests Board approval of the Contract Agreement with CHOICE Regional
Health Network for In- person Assister Services for the WA Health Benefit Exchange, Amendment #1;
August 15, 2013 — December 31, 2014; restructures the payment disbursement method
ANALYSIS /STRATEGIC GOALS /PRO'S and CON'S:
The expanded coverage healthcare reform became effective on January 1, 2014. WA Health Benefit
Exchange announced that CHOICE Regional Health Network was awarded the contract to develop a
network of In- Person Assisters and referral partners in seven counties. Jefferson County Public Health was
asked by CHOICE to participate in local outreach.
The In- person Assister Program helps currently uninsured individuals learn about, apply for and enroll in
appropriate health insurance coverage, including Medicaid and subsidized and non - subsidized qualified
health plans through the new Washington Healthplanfinder.
This amendment changes the following:
Reduces the consideration tied to enrollment targets.
Increases amount of monthly installments from the date of execution through December 31,
2014.
Leaves the first enrollment target and outcome payment intact. Leaves the second enrollment
target intact, but reduces the related payment substantially. Eliminates the third enrollment
outcome payment.
COMMUNITY HEALTH PUBLIC HEALTH ENVIRONMENTAL HEALTH
DEVELOPMENTAL DISABILITIES WATER QUALITY
MAIN: (360) 385 -9400 ALWAYS WORKING FOR A SAFER AND MAIN: (360) 385 -9444
FAX: (360) 385 -9401 HEALTHIER COMMUNITY FAX: (360) 379 -4487
Consent Agenda
Eliminates the 25% incentive tied to achieving enrollments in specified populations. (At present
CHOICE Regional Health Network does not have the data capacity to report at this level.)
Adds activities being performed by Lead Organizations that were not identified in the contract
(such as help desk functions).
Adjusts the original contract effective date to August 2013, which allows CHOICE to issue August
payments.
FISCAL IMPACT /COST BENEFIT ANALYSIS:
This contract is funded by CHOICE Regional Health Network and is reflected in the budget.
RECOMMENDATION:
JCPH management request approval of the Contract Agreement with CHOICE Regional Health Network for
In- person Assister Services for the WA Health Benefit Exchange, Amendment #1; August 15, 2013 —
December 31, 2014; restructures the payment disbursement method
REVIEWED BY:
P orley,f,C unty Administr or
Date
CHOICE Regional Health Network
CONTRACT AMENDMENT
IA. NAME OF SUBCONTRACTOR
2A. CONTRACT NUMBER
Jefferson County Public Health
HBE- 075 -05
IB. ADDRESS OF CONTRACTOR
2B. AMENDMENT
615 Sheridan St.
I
i C. CITY, STATE, ZIP CODE
Port Townsend, WA 98368
3. ® THIS ITEM APPLIES ONLY TO BILATERAL AMENDMENTS
The Contract identified herein, including any previous amendments thereto, is hereby
amended as set forth in item 5 below by mutual consent of all parties hereto.
4. ❑ THIS ITEM APPLIES ONLY TO UNILATERAL AMENDMENTS
The Contract identified herein, including any previous amendments thereto, is hereby
unilaterally amended as set forth in item 5 below pursuant to the changes and modifications
clause as contained therein.
5. DESCRIPTION OF AMENDMENT:
Jefferson County Public Health and CHOICE Regional Health Network have entered into the In-
Person Assister Services for the Washington Health Benefit Exchange Agreement executed in 201j. All
terms and conditions set forth in that Agreement remain in full force and effect, except to the extent that
such terms and conditions are modified or in conflict with the provisions of this Amendment, in which
case this Amendment shall prevail.
The purpose of this amendment is to revise the following:
Effective date of contract is revised to August 15, 2013.
Section 5.1 Invoices and Payments is changed as follows:
a. Subcontractor will submit monthly invoice to CHOICE for monthly base payment and
any outcome -based incentives to be paid by CHOICE hereunder. Invoices shall be in a
format as requested by CHOICE, including the following information:
i. Subcontractor number;
ii. Subcontractor name, address, telephone number and federal tax identification
number;
iii. The Deliverable and /or Service for which payment is sought, and the Delivery or
Acceptance or other date triggering payment;
iv. Total amount due.
iii. Section 9.1 Monthly Progress Reports is changed as follows:
CHOICE Regional Health Network Contract #HBE- 075 -05
Page 1
a. Consumer data outlined in Section 10.1(a) of the REP shall be collected and reported
upon request and as instructed by the HBE.
iv. Schedule I is amended to delete the section entitled "Deliverables, Services and Charges"
and replace it with the following section:
Deliverables, Services and Charges
Deliverable Name
Scheduled
Scheduled
lmplememation/Submit
Acceptance Date
tat Date
Assign staff to be trained as In- Person Assisters
8/15/2013
8/31/2013
Conduct public education activities to raise
Monthly
Monthly beginning
awareness of the availability of qualified health plans
9/6/2013
and Medicaid expansion
Progress Report submitted
Monthly beginning
Monthly beginning
9/5/2013
9/612013
Initial In- Person Assister training completed
9/13/2013
9/30/2013
Facilitate enrollment into Medicaid and Qualified
Monthly beginning
Ongoing
Health Plans through Washington Healthplanfinder
10/1/2013
using certified In- Person Assisters
A. Maintain expertise in eligibility, enrollment and
program specifications.
B. Distribute fair and impartial information
concerning qualified health plans.
C. Provide information in a manner that is culturally
and linguistically appropriate for consumers.
D. Refer consumers to applicable health insurance
assistance office or other appropriate state or
federal agency as necessary.
E. Provider consumer follow -up services.
Coordinate with Lead Organization to troubleshoot
and report system access, account and enrollment
issues
Enrollment target 41 @ 125
Upon achievement
Enrollment target2 @ 125
Upon achievement
V. Schedule 1 is amended to delete the section entitled "Payment Schedule" and replace it
with the following section:
CHOICE Regional Health Network Contract gHBE- 075 -05
Page 2
2 Payment Schedule.
Total compensation for this contract is $13,604.65. Jefferson County Public Health will be paid 75
percent of the compensation for performing ongoing activities as outlined in Schedule 1: Services and
Deliverables Schedule and 25 percent for achieving outcome -based performance goals tied to the
facilitation of enrollments.
Performance compensation will be paid in equal monthly installments of $683.57 for the twelve -month
period of 2014, for a total of $10,203.49 throughout the period of performance. Of the $10,203.49 total,
$2,000.74 was authorized for payment prior to the effective date of this amendment. This leaves
$8,202.81 of the remaining installment amount to be authorized and is reflected in the monthly
installment amount above.
Outcome -based performance targets will be paid at 25% of the total consideration for a total of $3,401.16.
Enrollment target #1 is equal to 125 enrollments; payment = $1,700.58
Enrollment target #2 is equal to 125 enrollments; payment = $1,700.58
The HBE will pay the outcome -based compensation upon achievement of two established enrollment
targets for the region, which is comprised of Clallam, Grays Harbor, Jefferson, Lewis, Mason, Pacific,
and Thurston counties. The region's enrollment target #1 is equal to 3,260 enrollments, and enrollment
target #2 is equal to 3,260 enrollments.
Lead organizations can earn partial payments for performance targets if the goal has been partially met at
the end of the contract period. Lead organizations may invoice the HBE for an outcome -based payment
as soon as the target is achieved.
Outcomes that contribute to the target are those for which an In- Person Assister assisted with the initial
application and/or completed the enrollment. A QHP enrollment can be counted if the In- Person Assister
completed the initial profile and then the enrollment was completed by the applicant on their own or with
assistance of another consumer assistance representative, such as an agent- broker, call center or other In-
Person Assister. The Washington Healthplanfinder will track In- Person Assister actions and data. Data
from the Healthplanfinder will be used as the source for verifying targets are achieved.
o�
As outlined in the Pricing and Payment Section, payments shall be due and payable within thirty (30)
calendar days after receipt of properly prepared invoices.
vi. This Amendment's Effective Date shall be the date of execution with the last parties'
signature.
6. ❑ This is a unilateral amendment. Signature of contractor is not required below
® Contractor hereby acknowledges and accepts the terms and conditions of this amendment.
Signature is required below.
IN WITNESS WHEREOF, HUE and the contractor have signed this agreement.
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CHOICE Regional Health Network Contract #HBE- 075 -05
Page 3
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Jefferson County Public Health
Amendment Consideration Worksheet Jan 2014
Schedule 1 original:
• Original amount= $13,604.65
• Jefferson County Public Health County Targets (total = 25D):
Enrollment target #1= 125
Enrollment target #2 = 125
By County:
Jefferson: 250
Payments already authorized:
Sep13
$400.15
(for Aug 13)
Oct13
$400.15
(for Sep 13)
Nov13
$400.15
(for Oct 13)
Dec13
$400.15
(for Nov 13)
Jan 14
$400.15
(for Dec 13)
Total payments to date $2,000.74
Enrollment target payments $0.0
Schedule 1 Amended to:
• Original consideration (no change) $13,604.65
• New monthly installments @ 75% of original consideration = $10,203.49
Installments already authorized = $2,000.74
Installments remaining to authorize (12 months) $8,202.81
• New monthly payment amount (12 months to authorize) _ $683.57
New enrollment target payments @ 25% of original consideration = $3,401.16
(No change to county enrollment expectations for region = total 6,520)
Subcontractor Enrollment target #1= 125 enrollments; payment = $1,700.58
Subcontractor Enrollment target #2 = 125 enrollments; payment = $1,700.58
CHOICE CHOICE Regional Health Network
1217 4t' Ave E., Suite 200
Olympia, WA 98506
Regional Health Ncncork (360) 539 -7576
Contract No: HBE- 075 -05
®New Contract
❑Amendment No:
Contract between CHOICE Regional Health Network, In- Person Assister Lead Organization and
their Subcontractors
Subcontractor Information
Name
Jefferson County Public Health
Address
Street: 615 Sheridan St. City: Port
Townsend State: WA Zip: 98368
Phone Number(s)
(360) 385 -9400
Social Security or Federal ID#
91- 6001322
Contact Person
Julia Danskin
Contact Title
Public Health Nursing Director
Contact Phone Number
(360) 385 -9400
Contact Fax Number
Contact E -Mail Address
jdanskin(a%co.jefferson.wa.us
1.1.1.1.1.1.1 CHOICE Regional Health Network Information
Contract Title
In- Person Assister Services for the Washington Health Benefit Exchange
HBE Contract #
HBE -075
Contact Person
Libby Weisdepp
Contact Title
Program Manager
Contact Phone Number
(360) 539 -7576 x.120
Contact Fax Number
(360) 943 -1164
Contact E -Mail Address
weisdeppl @crhn.org
CONTRACTINFORMATON
Funding Source
Washington Health Benefit
Exchange
Funding Level
$ 13,605.00
Amendment Amount (if
applicable)
$
Reason for Amendment
Effective Date: October 28, 2013 to December 31, 2014
Table of Contents
Tableof Contents ............................................................................................................. ..............................i
Definitionof Terms ....................................................................................................... ..............................I
1
Contract Term .............................................................................................. ..............................4
Pricing,
Invoice and Payment ....................................................................................... ..............................4
2
Pricing .......................................................................................................... ..............................4
3
Advance Payment Prohibited ...................................................................... ..............................4
4
Taxes ............................................................................................................ ..............................5
5
Invoices and Payment .................................................................. ...............................
6
Overpayments to Subcontractor ................................................................... ..............................5
7
Funding ........................................................................................................ ..............................5
ProjectManagement ..................................................................................................... ..............................6
8
Reports ......................................................................................................... ..............................6
9
Reporting ..................................................................................................... ..............................6
10
Subcontractor Project Staff .......................................................................... ..............................7
11
Subcontractor Project Manager ................................................................... ..............................8
12
Background Checks ..................................................................................... ..............................8
13
CHOICE Program Manager ........................................................................ ..............................8
14
Accounting Requirements ........................................................................... ..............................8
15
Records Retention and Access Requirements ............................................. ..............................8
WorkPlan
and Deliverables ......................................................................................... ..............................9
16
Deliverables - General ................................................................................. ..............................9
17
Work Plan .................................................................................................... ..............................9
18
Representation ............................................................................................ .............................10
19
Acceptance Process for Deliverables .......................................................... .............................10
Additional Subcontractor Responsibilities ................................................................ .............................10
20
HBE and CHOICE Property ....................................................................... .............................10
21
Services ....................................................................................................... .............................11
22
Training ...................................................................................................... .............................11
23
Certification ................................................................................................ .............................11
24
Warranties ................................................................................................... .............................11
25
Ability To Perform ..................................................................................... .............................12
26
General Responsibilities ............................................................................. .............................12
27
Performance Standard Measurement .......................................................... .............................13
28
Program Integrity ........................................................................................ .............................13
29
General Indemnity ...................................................................................... .............................13
30
Insurance ..................................................................................................... .............................13
31
Industrial Insurance Coverage .................................................................... .............................15
Changes.........................................................................................................................
.............................15
32
Change Order Process ................................................................................. .............................15
Disputesand
Remedies ................................................................................................ .............................15
33
Dispute Resolution ...................................................................................... .............................15
34
Additional Rights and Remedies ................................................................ .............................16
Confidential Information and Proprietary Information .......................................... .............................17
35
Confidential Information and Proprietary Information ............................... .............................17
36
Public Records Act and SUBCONTRACTOR'S Proprietary Inf ormation . .............................18
37
Security Requirements ................................................................................ .............................18
CHOICE Regional Health Network In -Person Assister Subcontractor Contract # HBE- 075 -05
Page
38
Audit ............... ............. ............ . ........ . ............................ .... .......... ............... . ... ........ .... .....
... ..... 18
39
Return of Confidential and Proprietary Information ...................................... ............ .............
18
40
Injunctive Relief and Indemnity ................................................................ ....................._.......19
41
Exceptions to Confidential Information or Proprietary Information .....................................
_19
ContractTermination .................................................................................................. .............................19
42
Termination for Subcontractor's Breach .................................................... .............................19
43
Termination for Conflict of Interest ............................................................ .............................20
44
Termination for CHOICE'S Nonpayment ................................................... .............................20
45
Termination Remedies ................................................................................ .............................20
46
Termination for Convenience ..................................................................... .............................20
47
Termination for Withdrawal of Authority .................................................. .............................21
48
Termination for Nonallocation of Funds .................................................... .............................21
49
Termination Procedure ............................................................................... .............................21
GeneralProvisions
....................................................................................................... .............................22
50
Assignment ................................................................................................. .............................22
51
Authority ..................................................................................................... .............................22
52
Binding Effect ............................................................................................. .............................22
53
Compliance With Civil Rights Laws .......................................................... .............................22
54
Compliance with HEALTH BENEFIT EXCHANGE Standards ............... .............................23
55
Counterparts ................................................................................................ .............................23
56
Covenant Against Contingent Fees ............................................................. .............................23
57
Debarment and Suspension ......................................................................... .............................23
58
Entire Agreement ........................................................................................ .............................23
59
Governing Law ........................................................................................... .............................23
60
Independent Status of Subcontractor .......................................................... .............................23
61
Legal and Regulatory Compliance ............................................................. .............................24
62
Licensing Standards .................................................................................... .............................24
63
Lobbying Activities_ ..............................................................................................................
24
64
Modifications and Amendments ................................................................. .............................24
65
Nonwaiver ................................................................................................... .............................24
66
Notices ........................................................................................................ .............................24
67
Notice of Delay ........................................................................................... .............................25
68
Publicity ...................................................................................................... .............................25
69
Remedies .................................................................................................... .............................25
70
Section Headings, Incorporated Documents and Order of Precedence ...... .............................26
71
Severability ................................................................................................. .............................26
72
Subrecipients ............................................................................................... .............................26
73
Sovereign Immunity ................................................................................... .............................27
74
Subpoena .................................................................................................... .............................27
75
Survival ....................................................................................................... .............................27
76
Waiver ........................................................................................................ .............................28
Schedule1:
Services and Deliverable Schedule ........................................................ .............................29
1
Deliverables, Services and Charges ............................................................ .............................29
2
Payment Schedule ....................................................................................... .............................29
3
Deliverable Payment ................................................................................... .............................30
4
Contract Review ......................................................................................... .............................30
5
Key Staff ..................................................................................................... .............................30
Schedule2 Performance Standards ............................................................................ .............................31
Schedule 3 Conflict of Interest Standards .................................................................. .............................34
Schedule4 In- Person Assister Code of Ethics ........................................................... .............................36
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page it
Schedule 5: (Draft) CHANGE REQUEST FORM .................................................... .............................38
Schedule 6: NON - DISCLOSURE AGREEMENT ................................................... .............................38
Schedule 7: HBE DATA SECURITY REQUIREMENTS ...................................... .............................41
Attachments
Attachment 1 Federal Compliance, Certifications, and Assurances
Attachment 2 Cooperative Agreement number HBE-IE-1 20121 -01 -00
Schedules
Schedule I Services and Deliverable Schedule
Schedule 2 Performance Standards
Schedule 3 Conflict of Interest Standards
Schedule 4 In- Person Assister Code of Ethics
Schedule 5 Change Request Form
Schedule 6 Non - Disclosure Agreement
Schedule 7 HBE Data Security Requirements
CHOICE Regional Health Network In- Parson Assister Subcontractor Contract M HBE -075 -05
Page iii
CONTRACT NUMBER HBE- 075 -05
In- Person Assister Organization Services for the Washington Health Benefit Exchange
PARTIES
This Contract ( "Contract ") is entered into by and between In- Person Assister Lead CHOICE Regional
Health Network ( "CHOICE "), a 501(c)3 non -profit corporation licensed to conduct business in the state
of Washington ( "In- Person Lead Assister ") and located at 1217 4"' Ave E, Suite 200, Olympia, WA
98506, working under authority of the Health Benefit Exchange Contract [HBE -075] and In- Person
Assister Jefferson County Public Health, a Government Entity licensed to conduct business in the state of
Washington and located at 615 Sheridan St., Port Townsend, WA 98368, for the purpose of providing in-
Person Assister Organization Services under contract to CHOICE, and through CHOICE to the
Washington Health Benefit Exchange.
RECITALS
The Washington Health Benefit Exchange (HBE) issued Request for Proposals Number HBE -13 -001
(RFP), March 5, 2013 (Exhibit A) for the purpose to develop and implement an In- Person Assister Lead
Organization program in accordance with the HBE's authority under chapter 43.71 RCW, the statute that
establishes a health benefit exchange for the State of Washington.
In- Person Lead Assister CHOICE submitted a timely response, Proposal to HBE's RFP; and was awarded
a contract to oversee and organize a network of community -based organization in Clallam, Grays Harbor,
Jefferson, Lewis, Mason, Pacific, and Thurston Counties;
As authorized under its Contract HBE -075 with the Health Benefit Exchange, In- Person Lead Assister
CHOICE has determined it will require the services of Jefferson County Public Health in order to carry
out its hi- Person Assister responsibilities and services.
NOW THEREFORE, CHOICE awards to Jefferson County Public Health this Contract, the terms and
conditions of which shall govern Jefferson County Public Health's furnishing In- Person Assister Services
for the purpose of operating the Health Benefit Exchange (HBE) In- Person Assister program specifically
in Jefferson County.
IN CONSIDERATION of the foregoing Recitals, the mutual promises and covenants as hereinafter set
forth, and other good and valuable consideration, the parties agree as follows:
Definition of Terms
The following terms as used throughout this Contract shall have the meanings set forth below.
"Acceptance" means a Notice from CHOICE to Subcontractor that a Deliverable or Service has no
Deficiencies.
"Acceptance Criteria" means the measures against which In- Person Assister Services and Deliverables
shall be evaluated in accordance with section 19 and the Performance Standards, warranties and other
requirements described in the Contract, or others agreed to in writing, and HBE's satisfaction for Services
that are not subsumed in a Deliverable.
"Business Days and Hours" means Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time, except
for holidays observed by the State of Washington.
"Certification" means HBE's written certification that the In- Person assister meets training standards,
requirements and conditions established by the HBE to provide application and enrollment assistance
through the Exchange to consumers.
"CMS" means the Centers for Medicare and Medicaid Services the federal agency with oversight of the
Health Benefit Exchange Project.
"Confidential Information" means various trade secrets and information of each party that either HBE,
Subcontractor CHOICE desires to protect against unrestricted disclosure including without limitation:
CHOICE Regional Health Network In- Person Assister Subcontractor Contract Yr HBE - 075 -05
Page 1
HBE nonpublic available Data; nonpublic Specifications; the HBE Software, HBE source code or object
code; HBE security data, System/Service or network designs, drawings, or specifications; computer
programs; the Documentation; any nonpublic information or documentation concerning either party's
business or fixture products or plans that are learned by the other party during the performance of this
Contract; and information that is designated as confidential by the disclosing party and, subject to Section
36 Confidential Information and Proprietary Information, that may be exempt from disclosure to the
public or other unauthorized persons under either chapter 42.56 RCW or other state or federal statutes. In
addition, the following are also designated HBE Confidential Information: individual's names; ages;
residential addresses; email addresses; telephone numbers; Driver's license number or Washington
identification card number; financial information (e.g., profiles, social security numbers, income, credit
card numbers, debit card numbers, electronic check numbers, card expiration dates, or bank or other
financial account numbers, security codes, access codes, or passwords that would permit access to an
individual's financial account); medical data/personal health information; law enforcement records; or
other records concerning Washington's citizens and businesses; information concerning recipients of
services from public health agencies.
"Consumers" mean individuals who will have use of and access to the In- Person Assister Service.
"Contract" means this document, all attachments, schedules and exhibits, and all amendments and
Change Orders hereto.
"Critical Event(s)" means the hi- Person Assister Services, events and Deliverables listed as such in
Schedule 1 Services and Deliverable Schedule.
"Data" means all data in the Exchange System/Service, HBE's records, files, forms, documents, and
other information that will be processed by the HBE Software.
"Deficiency" means any failure, omission, or defect in a Deliverable, causing it not to conform to its
Specifications.
"Deliverable(s)" means Subcontractor `s products that result from the Services and that are prepared for
the HBE or CHOICE (either independently or in concert with CHOICE or third parties) during the course
of Subcontractor's performance under this Contract, including without limitation Services and
Deliverables that are described in Schedule 1 Services and Deliverable Schedule, and Reports, as well as
all designs, structures, and models developed in the course of rendering the Services and incorporated into
such products.
"Delivery Date(s)" means the dates described in Schedule 1 Services and Deliverable Schedule and this
contract for implementation of In- Person Assister Services for the delivery of the Services and/or
Deliverables, as applicable.
"Effective Date" means the first date this Contract is in full force and effect. It may be a specific date
agreed to by the parties; or, if not so specified, the date of the last signature of the parties to this Contract.
"Exchange " - see definition for "Health Benefit Exchange"
"Health Benefit Exchange" or "HBE" means the Washington Health Benefit Exchange, any division,
section, office, unit or other entity thereof or any of the officers or other officials lawfully representing
IIBE.
"CHOICE" means the In- Person Assister Lead Organization.
"CHOICE In- Person Assister Project Manager" means the person designated by CHOICE to be
responsible for financial and contractual matters regarding the Contract, including but not limited to, the
person to whom CHOICE signature authority has been delegated in writing. The term includes an
authorized representative of the In- Person Assister Project Manager acting within the limits of his /her
authority.
"CHOICE Program Manager" means the person designated by CHOICE to be responsible for day to
day management of CHOICE resources for the Project and monitoring the status of Subcontractor's
performance under the Contract.
"Implementation" means the process for making all stages and functions of the Health Benefit Exchange
Project fully Operational in accordance with the Implementation Plan prepared by Subcontractor as a
Deliverable.
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page 2
"Key Staff' means Subcontractor's employees listed as such on Schedule 1 Services and Deliverable
Schedule.
"Maximum Amount" means the maximum amount payable by CHOICE to Subcontractor under this
Contract as described in Section 2 Pricing and Schedule 1 Services and Deliverable Schedule.
"Operational" means the condition when the In- Person Assister Service is totally functional in
accordance with its Specifications and usable for its purposes.
"Performance Standard(s)" means the standards to which In- Person Assister Services Operations shall
perform, as described in this Contract, Schedule 2 Performance Standards, and as otherwise agreed to by
the parties in writing.
"Property" means all Equipment, HBE Software, and other Washington Health Benefit Exchange real
and personal Property.
"Purchase Price(s)" means the price(s) for the purchase of each Deliverable, in whole or in part, as
described in Schedule 1 Services and Deliverable Schedule or as otherwise agreed to by the parties in
writing.
"RCW" means the Revised Code of Washington.
"Report(s)" means documents provided by Subcontractor to CHOICE regarding Project activities, events
and Services provided.
"RFP" means RFP HBE 13 -001, the solicitation document that was used to establish CHOICE's contract
HBE -075 with the HBE.
"Schedule" means the dates described in this contract and any Work Plan as deadlines for performance of
Services and other Project events and activities.
"Salting" means the placement of deliberate errors and omissions in the Software or a database.
"Service(s)" means the tasks and In- Person Assister Services and other services to be performed by
Subcontractor on the Project, as described in this Contract, including without limitation, Implementation,
Assessment, Deliverables, Training, and Operations Services.
"Specifications" means the technical, functional, and other written specifications that define the
requirements and any additional requirements agreed to in writing. Such Specifications shall include and
be in compliance with all applicable state and federal policies, laws, regulations, usability standards, e.g.,
the American Disabilities Act (ADA), Older Americans Act, and the Rehabilitation Act Section 508
Subpart B Section 1194.21 et. seq., and the Rehabilitation Act Section 508 Subpart B Section 1194.22.
"SSR 5445" (Senate Substitute Bill 5445) means the legislation passed by the Washington State
Legislature to establish a health benefit exchange for the state of Washington, Chapter 317, Laws of 2011.
"Staff" means Subcontractor's employees and agents.
"State" means the state of Washington, including without limitation all of the State's agencies.
"Subcontractor" means Jefferson County Public Health, its employees and agents. Subcontractor also
includes any firm, provider, organization, individual, or other entity performing the business activities
under this Contract. "Subcontractor Project Manager" means the individual chosen by Subcontractor and
approved by HBE and CHOICE with management responsibilities for Subcontractor, as described in
Section 11.
"Subcontractor Staff" means Subcontractor employees and agents who will provide the Services on
behalf of Subcontractor.
"Training" means the Training Services to be provided to the Subcontractor by HBE or CHOICE.
"Work Plan" means the CHOICE's overall plan of activities for the In- Person Assister Service, and the
delineation of tasks, activities, events and schedule to be performed and Deliverables to be produced with
regard to the hr- Person Assister Program.
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
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Term
Contract Term
1.1 Initial Term
The initial term of this Contract shall begin on the Effective Date and shall continue in full force
and effect until December 31, 2014.
1.2 Subsequent Terms
The HBE may, at its sole discretion, extend the Lead Organization Contract for up to two (2)
additional years upon prior notice to CHOICE. The subsequent terms will be primarily
Operations, but may also include additional development and implementation, as necessary, to
enhance the program and increase consideration. In the event the Lead Organization HBE
contract is extend, the Lead Organization may, in turn extend the In- Person Assister Service
Operations term of this Contract for up to two additional years upon prior notice to Subcontractor.
Pricing, Invoice and Payment
2 Pricing
2.1 The Maximum Not -to- Exceed Compensation, which includes any allowable expenses, payable to
Subcontractor for satisfactory performance of the work under this contract shall not exceed
Thirteen Thousand, Six Hundred and Five dollars ($13,605.00). The Payment Schedule is set
forth in Schedule 1 Services and Deliverable Schedule.
SOURCE OF FUNDS: FEDERAL: $13,605.00 STATE: $0 OTHER: SO
TOTAL: S13,605.00
This Contract consists of federal funds already received, as well as funds not yet awarded to the State of
Washington through OMB Catalogue of Federal Domestic Assistance Number: 93.525. Subcontractor
agrees to comply with applicable rules and regulations associated with these federal funds.
2.2 The Charges for approved Services that are not included in the Purchase Prices will be paid
within 30 days of receipt of a correct invoice for Services provided in the previous month.
2.3 Any credits due CHOICE under this Contract may be applied against Subcontractor's invoices
with appropriate information attached, upon giving of notice required herein, if any, by CHOICE
to Subcontractor.
2.4 Any amounts due CHOICE by Subcontractor, including but not limited damages, or claims for
damages, may be deducted or set -off by CHOICE from any money payable to Subcontractor
pursuant to this Contract.
2.5 Prices may not be increased during the initial term of the Contract.
2.6 At least one hundred twenty (120) calendar days before the end of the then - current term of this
Contract, Vendor may propose Service rate increases by written notice to Purchaser Contract
Administrator. Price adjustments will be taken into consideration by Purchaser Contract
Administrator when determining whether to extend this Contract.
3 Advance Payment Prohibited
No advance payment shall be made for Services furnished by Subcontractor pursuant to this
Contract.
CHOICE Regional Ftealth Network in- Person Assister Subcontractor Contract # HBE- 075 -05
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4 Taxes
4.1 Subcontractor shall pay all taxes including, but not limited to, Washington Business and
Occupation Tax, other taxes based on Subcontractor's income or gross receipts, or personal
property taxes levied or assessed on Subcontractor's personal property.
4.2 Subcontractor shall complete registration with the Washington State Department of Revenue and
be responsible for payment of all taxes due on payments made under this Contract.
4.3 Subcontractor shall be solely responsible for all expenses related to salaries, payroll taxes,
unemployment contributions, and other benefits for its staff, or any other taxes, insurance, and all
out -of- pocket expenses incurred in connection with performance of its obligations under this
Contract
5 Invoices and Payment
5.1 Subcontractor will submit properly itemized invoices to the Program Manager for all Charges,
Purchase Prices and any other amounts to be paid by CHOICE hereunder. Invoices shall provide
detailed information and be in a format as requested by CHOICE, including, at a minimum, an
itemization of each Deliverable and Service containing all of the following information:
a. Contract number
b. SUBCONTRACTOR name, address, telephone number and federal tax identification number;
c. The Deliverable and/or Service for which payment is sought, and the Delivery or Acceptance or
other date triggering payment;
d. Applicable Prices or Charges by budget category: e.g., staff costs, supplies /equipment, travel,
administrative, language /disability access, etc.
e. Any other Project costs with a detailed itemization of such costs, if applicable;
f. Sales tax, if applicable;
g. Credits, if any; and
h. Total amount due.
5.2 Subject to CHOICE's rights hereunder, payments shall be due and payable within thirty (30)
calendar days after receipt of properly prepared invoices.
5.3 Incorrect or incomplete invoices will be returned by CHOICE to Subcontractor for correction and
reissue.
5.4 If CHOICE fails to make timely payment, Subcontractor may invoice CHOICE one percent (1 %)
per month on the amount overdue or a minimum of one dollar ($1). Payment will not be
considered late if payment is deposited electronically in Subcontractor's bank account or if a
check or warrant is postmarked within thirty (30) calendar days of receipt of Subcontractor's
properly prepared invoice.
6 Overpayments to Subcontractor
Vendor shall refund to CHOICE the full amount of any erroneous payment or overpayment under
this Contract within thirty (30) days' written notice. If CHOICE fails to make timely refund,
Subcontractor may charge CHOICE one percent (1 %) per month on the amount due, until paid in
full.
7 Funding
7.1 The parties acknowledge and agree that this Project is dependent upon the availability of Federal
funding.
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
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7.2 if funding from the Federal government to make payments in accordance with the provisions of
this Contract is not forthcoming, allocated or allotted to CHOICE, then CHOICE will give Notice
to Subcontractor to stop performance of the Services, and the obligations of CHOICE to make
payments will cease and terminate. CHOICE shall have the right to terminate the Contract as
provided in Section 48 Termination for Non Allocation of Funds.
7.3 If funding from the Federal government to make payments in accordance with the provisions of
this Contract is delayed or is reduced, CHOICE will give Notice to Contactor to stop
performance of or reduce the Services (as set forth in the following sentence) and the obligations
of CHOICE to make payments will be delayed or be reduced accordingly, or CHOICE shall have
the right to terminate the Contract as provided in Section 48 Termination for Non Allocation of
Funds. See 7.2 If such funding is reduced, CHOICE in its sole discretion shall determine which
aspects of the In- Person Assistance Service shall proceed and which specific services shall be
performed. Subcontractor's costs related to such Services and associated Deliverables determined
in accordance with Schedule 1 Services and Deliverable Schedule. In this situation, CHOICE
shall pay Subcontractor for Services and/or Deliverables in accordance with the terms of Section
46.3. Any obligation to pay by CHOICE will not extend beyond the end of CHOICE's then -
current funding period.
7.4 CHOICE through its agents and employees will exercise all reasonable efforts to obtain the
necessary funding to pay Subcontractor in accordance with this Contract and all its terms and will
notify Subcontractor of any change in funding. Subcontractor expressly agrees, however, that no
penalty or damages shall be applied to, or shall accrue to, CHOICE, HBE, or to any other agency
or office of the State in the event that the necessary funding to pay under the terms of this
Contract is not available, not allocated, not allotted, delayed or reduced.
Project Management
S Reports
All Reports shall be produced in formats approved by HBE and delivered to CHOICE in accordance
with the Schedule and the terms of this Contract.
9 Reporting
During the term of this Contract, Subcontractor shall produce the Reports and the parties shall
participate in the meetings described below.
9.1 Monthly Progress Reports.
The Subcontractor Project Manager will subm t a Progress Report which will be due in the
CHOICE Program Manager's office by the fifth (to allow sufficient time for Lead Organization to
submit its reports to HBE) working day following the end of each month. The Report will address
consumer data required by the HBE, such as:
a. Consumer data:
a. How the individual learned about the availability of health care coverage through the
Washington Healthplanfrnder.
b. Consumer's education level
c. race /ethnicity
d. number of times the consumer has moved in the past 12 months
e. number of months /years since the consumer /fam ly was last enrolled in health care
coverage
I HUK h. Kegional Health Network In- Person Assister Subcontractor Contract # HB &075 -05
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I. if currently has health care coverage, the type of coverage (direct pay, employer -
sponsored, or public program.)
g. how /where the consumer received care (primary care physician, community health
center or clinic, emergency room, or has not received care in the last 12 months.)
It. the reason, if not enrolling in health care coverage through the Washington
Healthplanfinder.
b. Community awareness and/or outreach activities performed, including:
• Number of community events /presentations
• Outreach/awareness methods used and effectiveness of method
• Populations represented
• Estimated number of people contacted
c. Year to date budget summary: (1) Contract funds received; (2) contract expenditures; (3)
balance of contract funds remaining; and (4) outstanding obligations
d. Other program accomplishments (Optional)
9.2 The Subcontractor Project Manager shall also provide or produce such Reports or information as
are reasonably requested by the CHOICE Program Manager regarding the Project.
9.3 As reasonably requested by CHOICE, the Subcontractor Project Manager shall assist the
CHOICE Program Manager in preparing and shall prepare special Reports and presentations
related to the Program.
10 Subcontractor Project Staff
10.1 Except in the case of legally required leave or absence, sickness, death, or termination of
employment, staff commitments made in the Contract shall not be changed without prior written
notification to the CHOICE Program Manager. Staffing will include the named Key Staff at the
levels of effort proposed. During the term of this Contract, CHOICE reserves the right to approve
or disapprove Subcontractor's Staff assigned to this Contract, to approve or disapprove any
proposed changes in Staff, or to require the removal or reassignment of any Subcontractor Staff
found unacceptable by CHOICE.
10.2 All Staff proposed by Subcontractor as replacements for other Staff shall have comparable or
greater skills for performing the Project activities as performed by the Staff being replaced.
10.3 All Subcontractor Staff working on the Project shall execute a nondisclosure agreement in a form
attached hereto as Schedule 6 Non - Disclosure Agreement prior to commencing work.
10.4 Subcontractor assumes sole and full responsibility for its acts and the acts of its personnel.
Subcontractor understands and agrees that CHOICE does not assume liability for the actions of
Subcontractor agents. Subcontractor agrees that it has no right to indemnification or contribution
from CHOICE for any judgments rendered against Subcontractor, or its agents.
10.5 Subcontractor agrees that any claim on behalf of any person arising out of employment or alleged
employment by Subcontractor (including, but not limited to, claims of discrimination against
Subcontractor, its officers, or its agents) are the sole responsibility of Subcontractor and are not
the responsibility of HBE or CHOICE. Subcontractor will indemnify and hold CHOICE
harmless from any and all such claims asserted against CHOICE. Any person who alleges a
claim arising out of employment or alleged employment by Subcontractor will not be entitled to
any compensation, rights, or benefits from CHOICE (including, but not limited to: tenure rights,
medical and hospital care, sick and annual /vacation leave, severance pay, or retirement benefits).
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
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11 Subcontractor Project Manager
11.1 Subcontractor will assign a Subcontractor Project Manager. The Subcontractor Project Manager
shall be the liaison with the CHOICE In- Person Assister Manager.
11.2 Subcontractor agrees and represents that its Subcontractor Project Manager will be fully qualified
to perform the tasks required of that position under this Contract. The Subcontractor Project
Manager shall function as Subcontractor's authorized representative for all management and
administrative matters not inconsistent with the provisions contained herein. Subcontractor's
Project Manager shall be able to make binding decisions pursuant to this Contract for
Subcontractor.
11.3 Subcontractor must provide Notice to CHOICE of the removal or replacement of the
Subcontractor Project Manager.
11.4 Any written commitment by Subcontractor Project Manager and persons designated by him or
her in writing for this purpose, within the scope of this Contract, shall be binding upon
Subcontractor.
12 Background Checks
Organizations providing In- Person Assister services that involves one -on -one services to consumers
under this contract must have Background Check policies in place that meet the provisions for serving
children and vulnerable adults as specified in RCW 43.43.830 and RCW 43.43.832.
13 CHOICE Program Manager
CHOICE shall appoint a Program Manager for this Contract who will provide oversight of the
activities conducted hereunder. The Program Manager will be the principal contact for Subcontractor
concerning business activities under this Contract. CHOICE shall notify Subcontractor, in writing,
when there is a new Program Manager assigned to this Project. The Program Manager will be
responsible for all tasks identified in the contract and any Work Plan, including without limitation the
following:
a. Coordinating the reporting, review and Contract compliance process;
b. Facilitating the effective participation of IPA Subcontractor staff;
c. Resolving questions raised by Subcontractor requiring clarification of CHOICE requirements,
policies, and procedures;
d. Monitoring the progress of all principal Project participants, including Administering and
managing this Contract; and
e. Facilitating the timely resolution of issues raised by program participants.
14 Accounting Requirements
Subcontractor shall establish and maintain an accounting system with procedures and practices in
accordance with generally accepted accounting principles. The accounting system shall maintain
records pertaining to the Services and all other costs and expenditures made under this Contract, and
the costs properly applicable to the Contract shall be readily ascertainable therefrom.
15 Records Retention and Access Requirements
15.1 Subcontractor shall agree to the conditions of all applicable HBE, federal and state regulations,
which are incorporated herein by this reference, regarding retention and access requirements
relating to all financial and programmatic records, supporting documents, statistical records,
information that supports the findings, conclusions and recommendations of Subcontractor's
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
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reports, and other records of this Contract. In addition, Subcontractor shall agree to the following
terms regarding retention of records and access for HBE, state and federal government officials.
15.2 Subcontractor shall maintain books, records, documents and other evidence which sufficiently
and properly reflect the accuracy of amounts billed to CHOICE during the performance of this
Contract and shall retain all such records for six years after the expiration or termination of this
Contract. Records involving matters in litigation related to this Contract shall be kept for one year
following the termination of litigation, including all appeals if the litigation has not terminated
within six (6) years from the date of expiration or termination of this Contract.
15.3 All such records shall be subject at reasonable times and upon prior notice to examination,
inspection, copying, or audit by personnel so authorized by the HBE, the HBE Navigator Project
Manager and/or CHOICE, state and federal officials so authorized by law, rule, regulation or
contract, when applicable, during the term and during the six (6) year period thereafter. During
the term, the access to these items will be provided within Thurston County. During the six (6)
year period after the term, delivery of and access to these items will be at no cost to HBE or
CHOICE. HBE and CHOICE's personnel shall be accompanied by Subcontractor personnel at all
times during any such examination, inspection, review or audit. Subcontractor will make no
charges for services rendered in connection with an audit requested by HBE. Subcontractor shall
be responsible for any audit exceptions or disallowed costs incurred by.
15.4 Subcontractor shall incorporate in its subcontracts this section's records retention and review
requirements.
Work Plan and Defiverables
16 Deliverables - General
16.1 Subcontractor shall provide CHOICE with the Deliverables on or before the applicable Delivery
Dates in the Work Plan or as mutually agreed upon in writing and this Contract. Subcontractor
shall use the Specifications, the Work Plan, any Deliverables already accepted by CHOICE,
Subcontractor's expert knowledge, and this Contract as the basis for the Deliverables.
16.2 All Deliverables shall be subject to CHOICE's Acceptance Process, including without limitation,
Deliverables provided pursuant to Change Orders. CHOICE's review of Deliverables shall be in
accordance with the time frames set forth in Schedule I Services and Deliverable Schedule.
17 Work Plan
17.1 The Work Plan shall consist of CHOICE's Work Plan as submitted to the HBE, with input from
Subcontractor. The Work Plan provides:
a. Community outreach - awareness plan, including target populations, strategies for reaching the
target population, and projected timeline (month/year); number of community events
planned, types of groups to be targeted, and projected timeline (month/year); language access
strategies, and unpaid outreach/awareness partners.
b. Performance monitoring: the process and frequency of reviewing the organization's
effectiveness of service and addressing areas for improvement.
17.2 CHOICE shall update the Work Plan throughout the Project to accurately reflect the status of
activities, tasks, events, Services, and projected Schedule for such activities, tasks, events and
Services as identified by Subcontractor. Unless otherwise specifically agreed to in writing,
CHOICE's agreement to a change of the Work Plan shall not relieve Subcontractor of liability for
damages arising from such failures to perform its obligations as required herein.
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18 Representation
By submitting a Deliverable, or reporting the successful implementation of a Service, Subcontractor
represents that, to the best of its knowledge, it has performed the associated tasks in a manner that
will, in concert with other tasks, meet the Specifications and objectives stated or referred to in this
Contract. By unconditionally giving Acceptance for a Deliverable, CHOICE represents only that it
has reviewed the Deliverable and detected no Deficiencies of sufficient gravity to defeat or
substantially threaten the attainment of those objectives and to warrant the withholding of Acceptance
for the work completed.
19 Acceptance Process for Deliverables
19.1 Upon receipt of a Deliverable and Confirmation from Subcontractor that the Deliverable meets its
Specifications, CHOICE will provide Acceptance for a Deliverable if it has no Deficiencies. If a
Deficiency is found CHOICE will notify Subcontractor. Subcontractor shall correct Deficiencies
and resubmit a corrected Deliverable to CHOICE and CHOICE will review the Deliverable to
verify whether the the Deficiencies have been corrected. Subcontractor's time for correcting
Deficiencies and CHOICE's review of Deliverables shall be in accordance with the timeframes
set in the Work Plan. If time periods for correcting Deficiencies by Subcontractor and reviewing
corrected Deliverables are not in the Work Plan, each such time period shall be ten Business
Days.
19.2 If Subcontractor is unable to correct all Deficiencies within the number of days indicated in the
Work Plan following the Deliverable's scheduled Acceptance, or if no such date is in the Work
Plan, within 60 days from such scheduled Acceptance, CHOICE may, at its option: (a) continue
review of the Deliverable and require Subcontractor to continue until Deficiencies are corrected
or eliminated; (b) request Subcontractor to provide, at its expense, a replacement or alternative
Deliverable for further review; or (c) after completion of the process set forth in this Section 19
and providing Notice of Breach to Subcontractor, terminate this Contract as described in Section
42 Termination for Subcontractor's Breach.
Additional Subcontractor Responsibilities
20 HBE and CHOICE Property
20.1 Ownership
Title to all Property furnished by HBE or CHOICE shall remain with HBE or CHOICE.
20.2 Use of Property
Any Property furnished to Subcontractor shall, unless otherwise provided herein, or approved in
writing by the CHOICE Program Manager, be used only for the performance of its obligations
under and subject to the terns of this Contract.
20.3 Damage to Property
Subcontractor shall protect and be responsible for any loss, destruction, or damage to Property
which results from or is caused by Subcontractor's willful misconduct or negligent acts or
omissions or from the failure on the part of Subcontractor to maintain and administer that
Property in accordance with sound management practices. Notwithstanding anything to the
contrary herein, Subcontractor shall be liable to CHOICE for any damages resulting from damage
to Property, which damages result from or are caused by Subcontractor's willful misconduct or
negligence. Subcontractor shall ensure that the Property is returned to CHOICE in like condition
to that in which it was furnished to Subcontractor, reasonable wear and tear excepted.
CHOICE Regional Health Network In- Person Assister Subcontractor Contract ft HBE - 1175 -05
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Subcontractor shall repair or make good any such damage, destruction or loss at any CHOICE
Site, and shall do so without requesting contribution from CHOICE or assistance from CHOICE
officers or employees.
20.4 Notice of Damage
Upon the loss of, destruction of, or damage to any of the Property, Subcontractor shall notify the
CHOICE Program Manager thereof and shall take all reasonable steps to protect that Property
from further damage.
20.5 Surrender of Property
Subcontractor shall surrender to CHOICE all Property upon the earliest of completion,
termination, or cancellation of this Contract.
21 Services
21.1 Performance
Subcontractor shall perform the Services as described in this Contract in accordance with the
Work Plan and to achieve the objectives described in this Contract.
21.2 Necessary Resources
Except as specifically provided in Section 13 CHOICE Program Manager, Subcontractor shall
provide the personnel and all materials and resources necessary for the performance of the
Services
22 Training
In accordance with Schedule 4, the CHOICE will coordinate training of Subcontractor staff, including
both business process and system training needed to operate as an In- Person Assister. Subcontractor
will be responsible for assuring In- Person Assister Organization staff in their service area attend
required training.
23 Certification
23.1 Primary Objective
CHOICE and Subcontractor agree that In- Person Assister candidates must pass a certification
examination administered by the HBE prior to performing In- Person Assister work..
24 Warranties
24.1 In- Person Assister Services
Subcontractor represents and warrants that
a. It shall perform all In- Person Assister services required pursuant to this Contract in a
professional manner, with high quality;
b. It shall give highest priority to the performance of the In- Person Assister services; and
c. Time shall be of the essence in connection with performance of the In- Person Assister services.
d. Subcontractor shall immediately correct any aspect of the In- Person Assister Services which
are not in compliance with such representations and warranties at no cost to CHOICE.
24.2 Deliverables
Subcontractor represents and warrants that each Deliverable, including without limitation the
In- Person Assister services, shall meet its Specifications as provided herein following its
Implementaton and Acceptance. Subcontractor shall immediately correct each of the
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE - 075 -05
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Deliverables that does not meet its Specifications as provided herein.
24.3 Power and Authority
Subcontractor represents and warrants that it has the full power and authority to grant to
CHOICE the rights described in this Contract without violating any rights of any third party
and that there is currently no actual or threatened suit by any such third party based on an
alleged violation of such rights by Subcontractor. Subcontractor further represents and
warrants that the person executing this Contract for Subcontractor has actual authority to bind
Subcontractor to each and every term, condition and obligation to this Contract, and that all
requirements of Subcontractor have been fulfilled to provide such actual authority.
24.4 Registration
Subcontractor represents and warrants that it shall comply with all applicable local, State, and
federal licensing, accreditation and registration requirements and standards necessary in the
performance of the Services, including without limitation the provisions of RCW 19.02.
24.5 Authorization
Contractor represents and warrants that:
The execution, delivery and performance of this Contract has been duly authorized by Contractor and no
approval, authorization or consent of any governmental or regulatory agency is required to be obtained in
order for Contractor to enter into this Contract and perform its obligations under this Contract;
Contractor is duly authorized to conduct business in and is in good standing in each jurisdiction in which
Contractor will conduct business in connection with this Contract; and
Contractor has obtained all licenses, certifications, permits, and authorizations necessary to perform
the Services under this Contract and currently is in good standing with all regulatory agencies that
regulate any or all aspects of Contractor's performance of the Services. Contractor will maintain all
required certifications, licenses, permits, and authorizations during the term of this Contract at its
own expense.
25 Ability To Perform
Subcontractor represents and warrants that:
Subcontractor has the financial stability to carry out the responsibilities of an In- Person
Assister, including Operations during any period of this Contract
Subcontractor has the financial resources to fund the capital expenditures required under the
Contract without advances by CHOICE or assignment of any payments by CHOICE to a
financing source; and
Subcontractor's methods of accounting are consistent with generally accepted accounting
principles and are capable of segregating costs by budget categories and fund sources.
26 General Responsibilities
26.1 The Subcontractor shall provide the In- Person Assister services as described in this section.
26.2 The CHOICE will oversee the Subcontractor. Subcontractor shall perform these Services as
part of a In- Person Assister tasks set forth in Schedule 1 Services and Deliverable Schedule.
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
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27 Performance Standard Measurement
27.1 Subcontractor shall comply with the Performance Standards set forth in Schedule 2
Performance Standards.
27.2 Multiple data collection methods will be used for tracking and reporting on key performance
measures.
27.3 If Subcontractor progress toward enrollment targets is unsatisfactory or Subcontractor is
performing below average, CHOICE may require the Subcontractor to collaborate in
developing strategies for improving performance.
27.4 In accordance with Section 43, CHOICE may terminate the contract if the Subcontractor fails
to make satisfactory progress toward performance targets and/or continues performing below
average for six consecutive months.
27.5 HBE reserves the right to perform an on -site program review with 14 days' advance notice to a
Lead or In- Person Assister Organization.
28 Program Integrity
Program integrity shall be assured by reducing the risk of misconduct, including verifying In- Person
Assisters meet established credentials and qualifications, including:
• Required competencies
• Completion of required training
• Verification of language proficiencies other than English (if any)
• Acknowledgement of a Conflict of Interest Statement
• Background check
Additional measures shall include ensuring consumers have an easy and transparent way to file
complaints, periodic monitoring of Subcontractor activities, or surveying consumers about the services
received.
29 General Indemnity
Subcontractor shall, at its expense, indemnify, defend, and hold CHOICE, its employees, officers,
directors, Subcontractors and agents harmless from and against any losses, liabilities, damages,
penalties, costs, fees, including without limitation reasonable attorneys' fees, and expenses from any
claim or action, including without limitation for property damage, bodily injury or death, caused by or
arising from the negligent acts or omissions or willful misconduct of Subcontractor, its officers,
employees, or agents. CHOICE shall promptly give Subcontractor notice of such claim. CHOICE
agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant
Subcontractor sole control of the defense and all related settlement negotiations. However, if
principles of governmental or public law are involved, the CHOICE may participate in the defense of
any such action, but no costs or expenses shall be incurred for the account of Subcontractor without
Subcontractor's written consent.
30 Insurance
30.1 Subcontractor shall, during the term of this Contract, maintain in full force and effect, the
insurance described in this section. Subcontractor shall acquire such insurance from an
insurance carrier or carriers licensed to conduct business in the state of Washington and having
a rating of A -, Class VII or better, in the most recently published edition of Best's Reports. In
the event of cancellation, non - renewal, revocation or other termination of any insurance
CHOICE Regional Health Network [n- Person Assister Subcontractor Contract# HBE- 075 -05
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coverage required by this Contract, Subcontractor shall provide written notice of such to
CHOICE within one (1) Business Day of Subcontractor's receipt of such notice. Failure to buy
and maintain the required insurance may result in this Contract's termination.
302 The minimum acceptable limits shall be as indicated below for each of the following
categories:
a. Commercial General Liability covering the risks of bodily injury (including death), property
damage and personal injury, including coverage for contractual liability, with a limit of not less
than $1 million per occurrence /$2 million general aggregate;
b. Business Automobile Liability (owned, hired, or non - owned) covering the risks of bodily injury
(including death) and property damage, including coverage for contractual liability, with a limit
of not less than $1 million per accident;
c. Employers Liability insurance covering the risks of SUBCONTRACTOR's employees' bodily
injury by accident or disease with limits of not less than $1 million per accident for bodily injury
by accident and $1 million per employee for bodily injury by disease;
d. Umbrella policy providing excess limits over the primary policies in an amount not less than $3
million;
e. Professional Liability Errors and Omissions, with a deductible not to exceed $25,000,
conditioned upon Section 30.3 below, and coverage of not less than $1 million per occurrence /S4
million general aggregate; and
f. Crime Coverage with a deductible not to exceed $100,000, conditioned upon Section 30.3, and
coverage of not less than $1 million single limit per occurrence and $2 million in the aggregate,
which shall at a minimum cover occurrences falling in the following categories: Computer
Fraud; Forgery; Money and Securities; and Employee Dishonesty.
30.3 For Professional Liability Errors and Omissions Coverage and Crime Coverage, Subcontractor
shall continue such coverage for six (6) years beyond the expiration or termination of this
Contract, naming CHOICE as an additional insured and providing CHOICE with certificates of
insurance on an annual basis.
30.4 Premiums on all insurance policies shall be paid by Subcontractor. Such insurance policies
provided for CHOICE pursuant to this Section shall expressly name CHOICE as additional
insured and provide that it shall not be revoked by the insurer until 30 days Notice of intended
revocation thereof shall have first been given to CHOICE by such insurer.
30.5 Subcontractor's insurance policies shall not be canceled or nonrenewed in scope of coverage
without provision for equivalent substitute insurance and such cancellation or nonrenewal shall
not take place or reduced in scope of coverage until five business days' written Notice has been
given to CHOICE, attention CHOICE Project Manager, and Subcontractor has replacement
insurance polic(ies) in place that satisfy the requirements set forth in this Section30.
Subcontractor's insurance policies shall not be reduced in scope without CHOICE's prior
written consent.
30.6 Subcontractor shall notify CHOICE immediately if any aggregate insurance limit is exceeded.
In such event, additional coverage must be purchased to meet requirements
30.7 Subcontractor agrees to waive all rights of subrogation against CHOICE for losses arising from
services performed by Subcontractor under this Contract.
30.8 All insurance provided by Subcontractor shall be primary as to any other insurance or self -
insurance programs afforded to or maintained by the CHOICE and shall include a severability
of interests (cross - liability) provision.
30.9 Subcontractor shall famish to CHOICE copies of certificates of all required insurance within
thirty (30) calendar days of this Contract's Effective Date, and copies of renewal certificates of
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
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all required insurance within thirty (30) days after the renewal date. These certificates of
insurance must expressly indicate compliance with each and every insurance requirement
specified in this section. Failure to provide evidence of coverage may, at CHOICE's sole
option, result in this Contract's termination.
30.10 By requiring insurance herein, CHOICE does not represent that coverage and limits will be
adequate to protect Subcontractor. Such coverage and limits shall not limit Subcontractor's
liability under the indemnities and reimbursements granted to CHOICE in this Contract.
31 Industrial Insurance Coverage
Prior to performing work under this Contract, Subcontractor shall provide or purchase industrial
insurance coverage for its employees, as may be required of an "employer" as defined in Title 51
RCW, and shall maintain full compliance with Title 51 RCW during the course of this Contract.
CHOICE will not be responsible for payment of industrial insurance premiums or for any other claim
or benefit for Subcontractor, or employee of Subcontractor, which might arise under the industrial
insurance laws during the performance of duties and services under this Contract.
Changes
32 Change Order Process
32.1 Change Requests
CHOICE may request changes within the scope of the Contract at any time by a written Change
Request substantially in the form of Schedule 5 Change Request Form. Such changes may
include, without limitation, revisions to In- Person Assister services or deliverables.
Subcontractor shall respond in writing to a Change Request within 10 Business days of receipt.
The Subcontractor Project Manager and the CHOICE Program Manager shall negotiate in good
faith and in a timely manner as to the cost for change orders and the impact on the Schedule of any
Change Request.
Subcontractor may also submit a Change Request to CHOICE to propose changes that should be
made within the scope of the Contract. Any such Change Request shall include proposed costs and
Schedule impacts CHOICE will attempt to respond to such Change Requests from Subcontractor
within 10 days of receipt.
32.2 Termination
If Subcontractor fails or refuses to perform its Services pursuant to a Change Order,
Subcontractor shall be in material breach of this Contract, and CHOICE shall have the right to
terminate the Contract for such breach.
Disputes and Remedies
33 Dispute Resolution
33.1 Except for the right of either party to apply to a court of competent jurisdiction for a temporary
restraining order or other provisional remedy to preserve the status quo or prevent irreparable
harm, the parties agree to attempt in good faith to promptly resolve any dispute, controversy or
claim arising out of or relating to this Contract, including but not limited to payment disputes,
CHOICE Regional Hea![h Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page 15
first through negotiations between senior management of the parties and second, through the
dispute resolution process set forth below.
33.2 If the dispute has not been resolved by negotiations between senior management of the parties
within 30 calendar days of initiating such negotiations, either party may initiate the following
procedure by preparing a written description of the dispute and delivering it to the other party.
33.3 The responding party shall respond to the initiating party's description of the dispute in writing
within five (5) Business Days of receipt thereof. The initiating party shall then have five (5)
Business Days to review the response. If after this review resolution cannot be reached, both
parties shall have five (5) Business Days to negotiate in good faith to resolve the dispute.
33.4 If the dispute cannot be resolved after five (5) Business Days, a Dispute Resolution Panel may
be requested in writing by either party who shall also identify the first panel member. Within
five (5) Business Days of receipt of the request, the other party will designate a panel member.
Those two panel members will appoint a third individual to the dispute resolution panel within
the next five (5) Business Days.
33.5 The Dispute Resolution Panel will review the written descriptions of the dispute, gather
additional information as needed, and render a decision on the dispute in the shortest practical
time.
33.6 Each party shall bear the cost for its panel member and share equally the cost of the third panel
member.
33.7 CHOICE and Subcontractor agree that, the existence of a dispute notwithstanding, they will
continue without delay to carry out all their respective responsibilities under this Contract that
are not affected by the dispute.
33.8 If the subject of the dispute is the amount due and payable by CHOICE for Services being
provided by Subcontractor, Subcontractor shall continue providing Services pending resolution
of the dispute provided CHOICE pays Subcontractor the amount CHOICE, in good faith,
believes is due and payable, and places in escrow the difference between such amount and the
amount Subcontractor, in good faith, believes is due and payable.
34 Additional Rights and Remedies
34.1 Withholding Payments
If Subcontractor fails to deliver Deliverables or to provide In- Person Assister Services that satisfy
Subcontractor obligations hereunder, CHOICE shall have the right to withhold any and all
payments due hereunder, but only to the extent of the amount in dispute. CHOICE may withhold
any such payments without penalty or work stoppage by Subcontractor until such failure to
perform is cured.
34.2 Reductions in Payments Due
Amounts due CHOICE by Subcontractor, including but not limited to liquidated or other damages,
or claims for damages, may be deducted or set off by CHOICE from any money payable to
Subcontractor pursuant to this Contract.
34.3 Cover
If, in the reasonable judgment of CHOICE, a default by Subcontractor is not so substantial as to
require termination, reasonable efforts to induce Subcontractor to cure the default are unavailing,
Subcontractor fails to cure such default within ten days of receipt of Notice from CHOICE. and the
default is capable of being cured by CHOICE or by another resource without unduly interfering
with continued performance by Subcontractor, CHOICE may, without prejudice to any other
CHOICL Regional Health Network In- Person Assister Subcontractor Contract it HBE- 075 -05
Page 16
remedy it may have, provide or procure the Services reasonably necessary to cure the default, in
which event Subcontractor shall reimburse CHOICE for the reasonable cost of the Services in
default. In addition, Subcontractor must cooperate with these resources in allowing access to the
Software.
34.4 Performance Standards
If the In- Person Assister Service fails to meet Performance Standards during the hnplementation
period and while Subcontractor is providing In- Person Assister Services, Subcontractor shall
revise, modify, correct, reconfigure, and upgrade the services at no additional cost to CHOICE in
order to provide a solution that complies with such Performance Standards.
Failure to remedy shall be subject to Section 43 Termination for Subcontractor's Breach, at the
option of CHOICE.
34.5 Suspension for Convenience
CHOICE shall have the right at any time to order the Services of Subcontractor fully or partially
stopped for its own convenience for up to 15 consecutive days. Subcontractor will receive Notice
of the reasons for such an order. The Schedule shall be delayed on a day- for -day basis to the extent
CHOICE has issued a stop work order to Subcontractor and such stop work order is causing delays
in completing Services.
34.6 Limitation of Liability
The parties agree that neither Subcontractor nor CHOICE shall be liable to each other, regardless
of the form of action, for consequential, incidental, indirect, or special damages except a claim
related to bodily injury or death, or a claim or demand based on patent, copyright, or other
intellectual property right infringement, in which case liability shall be as set forth elsewhere in
this Contract. This section does not modify any sections regarding other conditions as are
elsewhere agreed to herein between the parties. The damages specified in Section 45 Termination
Remedies and Section 15 Records Retention and Access Requirements are not consequential,
incidental, indirect, or special damages as those terms are used in this section.
34.7 Neither Subcontractor nor CHOICE shall be liable for damages arising from causes beyond the
reasonable control and without the fault or negligence of either Subcontractor or CHOICE.
Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of a
governmental body other than CHOICE acting in either its sovereign or contractual capacity,
war, explosions, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight
embargoes, and unusually severe weather; but in every case the delays must be beyond the
reasonable control and without fault or negligence of Subcontractor or CHOICE.
34.8 Neither party shall be liable for personal injury to the other party or damage to the other party's
property except personal injury or damage to property proximately caused by such party's
respective fault or negligence.
Confidential Information and Proprietary Information
35 Confidential Information and Proprietary Information
35.1 Access and Protection
During the term of this Contract, Subcontractor and CHOICE will have access to and become
acquainted with each party's Confidential Information and Proprietary Information. CHOICE and
Subcontractor, and each of their officers, employees and agents, shall, subject to state laws and
regulations maintain all Confidential Information of the other party and all Proprietary Information
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page 17
in the same manner as it protects the confidentiality of its own confidential or proprietary
information of like kind, but in no event with less than reasonable care. Neither party will at any
time use, publish, reproduce or disclose any Confidential or Proprietary Information, except to
authorized employees, Subcontractor's, and agents under confidentiality requirements no less
restrictive than this Section 36 who require such information to perform obligations under this
Contract. Both parties shall take steps to safeguard the other party's Confidential Information and
Proprietary Information against unauthorized disclosure, reproduction, publication or use in
accordance with applicable federal and state law and this Section 36. Except for disclosures
pursuant to Section 37 below, each party agrees that prior to disclosing any Proprietary
Information or Confidential Information of the other party to any third party; the third party will be
required to execute a nondisclosure agreement in a form substantially the same Schedule 6 Non -
Disclosure Agreement prior to accessing such information.
In addition to the requirements expressly stated in this Section 35, Subcontractor will comply with
any policy, rule, or reasonable requirement of CHOICE that relates to the safeguarding from
disclosure of information relating to personal information, Subcontractor `s operations, or the
Services performed by Subcontractor under this Agreement.
36 Public Records Act and SUBCONTRACTOR's Proprietary Information
Subcontractor acknowledges that CHOICE is subject to chapter 42.56 RCW and that this
Contract shall be a public record as defined in chapter 42.56 RCW. Any specific information
that is claimed by Subcontractor to be Confidential Information or Proprietary Information
must be clearly identified as such by Subcontractor. To the extent consistent with chapter 42.56
RCW, CHOICE shall maintain the confidentiality of all such information marked Confidential
or Proprietary. If a public disclosure request is made to view Subcontractor's Confidential or
Proprietary Information, CHOICE will notify Subcontractor of the request and of the date that
such records will be released to the requester unless Subcontractor obtains a court order from a
court of competent jurisdiction enjoining that disclosure. If Subcontractor fails to obtain the
court order enjoining disclosure, CHOICE will release the requested information on the date
specified.
37 Security Requirements
Subcontractor shall comply with all applicable security standards, practices, laws and procedures
related to the information processed in the Wshington Healthplanfinder including without limit
Payment Card Industry Data Security Standards (PCI DSS), Section 6103 of the Internal
Revenue Code. Additionally, Subcontractor shall comply with the HBE Data Security
requirements set out in Schedule 7 Data Security Requirements and with other Federal, State or
HBE security standards, practices and procedures that shall have been provided to Subcontractor
in writing. Subcontractor shall implement technical, administrative and physical safeguards to
prevent the unauthorized disclosure of Confidential Information.
38 Audit
CHOICE reserves the right to monitor, audit or investigate Subcontractor's use of CHOICE's
Confidential Information collected, used, or acquired by Subcontractor under this Contract.
Such monitoring, auditing or investigative activities may include without limitation Salting
databases.
39 Return of Confidential and Proprietary Information
Subject to record retention laws each party on termination or expiration of this Contract shall
CHOICE Regional Health Network In- Person Assister Subcontractor Contract HBE- 075 -05
Page 18
promptly return to the disclosing party all of the disclosing party's Confidential Information
and Proprietary Information, including copies thereof .
40 Injunctive Relief and Indemnity
a) Subcontractor shall immediately report to CHOICE any and all unauthorized disclosures or
uses of HBE's Confidential Information or Proprietary Information of which it or its staff is
aware or has knowledge. Subcontractor acknowledges that any publication or disclosure of
HBE's Confidential Information of Proprietary Information to others may cause immediate
and irreparable harm to HBE. If Subcontractor should publish, use or disclose such
Confidential Information or Proprietary Information to others without authorization, HBE
shall immediately be entitled to injunctive relief or any other remedies to which it is entitled
under law or equity without requiring a cure period. Subcontractor shall assume complete
responsibility for notification of affected parties, and be liable for all associated costs incurred
by CHOICE or HBE in responding to or recovering from the unauthorized disclosures or uses
of HBE's Confidential Information or Proprietary Information. Subcontractor shall indemnify
and hold HBE and CHOICE harmless from all damages, costs, liabilities and expenses
(including without limitation reasonable attorneys' fees and costs of notification) caused by or
arising from Subcontractor's failure to fulfill its obligations related to HBE's Confidential
Information or Proprietary Information.
b) CHOICE will immediately report to Subcontractor any and all unauthorized disclosures or
uses of Subcontractor's Confidential Information or Proprietary Information of which
CHOICE is aware or has knowledge. CHOICE acknowledges that any publication or
disclosure of Subcontractor's Confidential Information to others may cause immediate and
irreparable harm to Subcontractor. I£ CHOICE should publish or disclose such Confidential
information to others without authorization, Subcontractor shall immediately be entitled to
injunctive relief or any other remedies to which it is entitled under law or equity without
requiring a cure period.
41 Exceptions to Confidential Information or Proprietary Information
The following information shall not be considered Confidential Information or Proprietary
Information for the purposes of this Agreement:
a) Information previously known when received from the disclosing party;
b) Information freely available to the general public;
c) Information that now is or hereafter becomes publicly known by other than a breach hereof;
d) Information that is developed by one party independently of any disclosures made by the
other party of such information; or
e) information that is disclosed by a party pursuant to subpoena or other legal process and as a
result becomes lawfully obtainable by the general public.
Contract Termination
42 Termination for Subcontractor's Breach
If Subcontractor materially breaches this Contract, then CHOICE shall give Subcontractor written
Notice of such breach. Subcontractor will correct the breach within 30 days of receipt of such Notice.
If the breach is not corrected, this Contract may be terminated immediately, in whole or in part, by
Notice from CHOICE to Subcontractor. The option to terminate shall be at the sole discretion of
CHOICE.
If Subcontractor is unable to meet In- Person Assister Services Performance Standards, as described in
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -0
Page 19
Sections 25 and Schedule 2 Performance Standards, or correct Deficiencies in a Deliverable, as
described in Sectionl9, CHOICE shall have the right to immediately terminate this Contract, in
whole or in part, without penalty or liability to CHOICE, with such a termination being deemed a
termination due to the default of Subcontractor hereunder, and return the Deliverable to
Subcontractor. If CHOICE terminates this Contract under this Section, Subcontractor shall, within 20
days, refund to CHOICE all payments made to Subcontractor for the returned Deliverable and In-
Person Assister Services rendered therefor and all previous Deliverables that have received
Acceptance and Services rendered therefor and that are returned with the rejected Deliverable.
43 Termination for Conflict of Interest
CHOICE may terminate this Contract under Section 43 by Notice to Subcontractor if CHOICE
determines, after due notice and examination, that any party has violated chapter 42.52 RCW, Ethics in
Public Service, or any other laws regarding ethics in public acquisitions, procurement and performance
of contracts, or delivery of In- Person Assister Services.
44 Termination for CHOICE's Nonpayment
If CHOICE fails to pay Subcontractor undisputed Charges when due under the Contract and fails to
make such payments within 90 days of receipt of Notice from Subcontractor of the failure to make
such payments, Subcontractor may, by giving Notice of Termination to CHOICE, terminate this
Contract as of a date specified in the Notice of Ternunation. Subcontractor shall not have the right to
terminate the Contract for CHOICE's breach of the Contract except as provided in this Section.
45 Termination Remedies
45.1 In the event of termination of this Contract by CHOICE under Sections 43 -45, CHOICE shall,
in addition to its other available remedies, have the right to procure the hi- Person Assister
Services and Deliverables that are the subject of this Contract on the open market and
Subcontractor shall be liable for all damages, including, but not limited to: (i) the cost
difference between the original Contract price for Services and the replacement costs of such
Services acquired from another vendor; and (ii) if applicable, all administrative costs directly
related to the replacement of this Contract, such as costs of competitive bidding, mailing,
advertising, applicable fees, charges or penalties, and staff time costs.
45.2 If it is determined for any reason the failure to perform is not within the Subcontractor's
control, fault, or negligence, the termination by CHOICE shall be deemed to be a termination
for convenience under Section 46.
46 Termination for Convenience
46.1 When, at the sole discretion of CHOICE, it is in the best interest of the CHOICE, CHOICE
may terminate this Contract, in whole or in part for CHOICE's convenience, by 30 days Notice
to Subcontractor.
46.2 During this 30 day period, Subcontractor shall wind down and cease its Services as quickly and
efficiently as reasonably possible, without performing unnecessary Services or activities and by
minimizing negative effects on CHOICE from such winding down and cessation of Services. If
this Contract is so terminated, CHOICE shall be liable only for payment in accordance with the
terms of this Contract for Services satisfactorily rendered prior to the effective date of
termination.
46.3 In case of such termination for convenience, CHOICE will pay to Subcontractor the agreed
upon Purchase Price for Deliverables for which Acceptance has been given by CHOICE,
CHOICE Regional Health Network In- Person Assister Subconnactor Contract 9 HBE -075 -05
Page 20
amounts for In- Person Assister Services provided prior to the date of termination for which no
separate price is stated and that are not associated with or related to a specific Deliverable for
which Acceptance has been given. The amounts for such In- Person Assister Services and
Deliverables in development but not accepted will be costs actually and reasonably incurred by
Subcontractor therefor, as based on the hourly rate in the Proposal, but such costs shall be no
greater than the final Purchase Price for each Deliverable. In addition, CHOICE agrees to
compensate Subcontractor for reasonable and necessary costs that were incurred by
Subcontractor on this Project, as a result of CHOICE's termination for convenience, for
undepreciated or unamortized equipment and software licenses, early termination of leases, and
other reasonable and necessary Project - related expenses, subject to CHOICE's reasonable
judgment and the availability of State and Federal funds and receipt of supporting
documentation from Subcontractor.
47 Termination for Withdrawal of Authority
In the event that the authority of CHOICE to perform any of its duties is withdrawn, reduced, or
limited in any way after the commencement of this Contract and prior to normal completion,
CHOICE may terminate this Contract under Section 46 in whole or in part. This Section shall not be
construed so as to permit CHOICE to terminate this Contract in order to acquire similar Services
from a third party.
48 Termination for Nonallocation of Funds
If funds are not allocated to continue this Contract in any future period, CHOICE may terminate this
Contract under Section 46. CHOICE will not be obligated to pay any further Purchase Prices or
Charges for In- Person Assister Services for future periods, but CHOICE shall make payments for In-
Person Assister Services, Deliverables and Contractor's costs as provided in Section 49.3, subject to
CHOICE's availability of funding therefor. CHOICE agrees to notify Contractor of such
nonallocation at the earliest possible time. No penalty shall accrue to CHOICE in the event this
Section shall be exercised.
49 Termination Procedure.
49.1 Upon termination of this Contract, CHOICE, in addition to any other rights provided in this
Contract, may require Subcontractor to deliver to CHOICE any Property, Deliverables and
Data, for such part of this Contract as has been terminated.
49.2 After receipt of a Notice of Termination, and except as otherwise directed by CHOICE,
Subcontractor shall:
a) wind down and cease its Services as quickly and efficiently as reasonably possible, without
performing unnecessary Services or activities and by minimizing negative effects on CHOICE
from such winding down and cease Services on the date, and to the extent specified, in the
Notice;
b) Place no further orders or subcontracts for materials, Services, or facilities except as may be
necessary for completion of such portion of the work under this Contract that is not
terminated;
c) As soon as practicable, but in no event longer than 30 days after termination, terminate its
orders and subcontracts related to the work which has been terminated and settle all
outstanding liabilities and all claims arising out of such termination of orders and subcontracts,
with the approval or ratification of CHOICE to the extent required, which approval or
ratification shall be final for the purpose of this Section;
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page 2t
d) Continue performance of such part of this Contract as shall not have been terminated by
CHOICE;
e) Take such action as may be necessary, or as the In- Person Assister Project Manager may
direct, for the protection and preservation of any Property related to this Contract which is in
the possession of SUBCONTRACTOR and in which CHOICE has an interest;
I) Transfer title to CHOICE and deliver in the manner, at the times, and to the extent directed by
the In- Person Assister Project Manager, any Property that is required to be furnished to
CHOICE and that has been accepted or requested by CHOICE; and
g) Provide written certification to CHOICE that SUBCONTRACTOR has surrendered to
CHOICE all such property.
49.3 Upon expiration of the Contract or Subcontractor's receipt of Notice of Termination of the
Contract by CHOICE, Subcontractor will provide any tumover assistance Services necessary to
enable CHOICE or its designee to effectively close out the Contract and move the work to
another vendor or to perform the work by itself. Within ten days of receipt of the Notice of
Termination, Subcontractor shall provide, in machine readable form, an up -to -date, usable copy
of the Data in a format as required by CHOICE and a copy of all documentation needed by
CHOICE to continue the Service with another provider, and to utilize the Data. Subcontractor
will ensure that all consents or approvals to allow Subcontractor to provide the assistance
required following termination or expiration have been obtained, on a contingent basis, in
advance and will be provided by the applicable third parties at no cost or delay to CHOICE.
General Provisions
50 Assignment
Subcontractor may not assign or transfer this Contract or any of its rights hereunder, or delegate any
of its duties hereunder, without the prior written consent of HBE and CHOICE's Chief Financial
Officer, provided that any permitted assignment shall not operate to relieve Subcontractor of any of
its duties and obligations hereunder, nor shall such assignment affect any remedies available to
CHOICE that may arise from any breach of the provisions of this Contract or warranties made herein
including but not limited to, rights of setoff. With HBE written consent, CHOICE may assign this
Contract to any organization that is both capable and authorized to provide In- Person Assister
services within the political boundaries of the State of Washington. Any attempted assignment,
transfer or delegation in contravention of this Section of the Contract shall be null and void. This
Contract shall inure to the benefit of and be binding on the parties hereto and their permitted
successors and assigns.
51 Authority
Neither party shall have authority to bind, obligate or commit the other party by any representation or
promise without the prior written approval of the other party.
52 Binding Effect
Each party agrees that the Contract binds it and each of its employees, agents, independent
Subcontractors, and representatives.
53 Compliance With Civil Rights Laws
During the performance of this Contract, Subcontractor shall comply with all federal and applicable
State nondiscrimination laws, including but not limited to: Title VII of the Civil Rights Act, 42
CHOICE Regional Health Network In- Person Assister Subcontractor Contract k HBE- 075 -05
Page 22
U.S.C. §12101, et seq.; the Americans with Disabilities Act (ADA); and Title 49.60 RCW,
Washington Law Against Discrimination. In the event of Subcontractor's noncompliance or refusal
to comply with any nondiscrimination law, regulation or policy, this Contract may be rescinded,
canceled, or terminated in whole or in part by CHOICE under Section 42 Termination for
Subcontractor's Breach, and Subcontractor may be declared ineligible for further contracts with
CHOICE.
54 Compliance with HEALTH BENEFIT EXCHANGE Standards
Subcontractor will comply with all appropriate HBE operations and process standards and policies
(ethics, Internet / email usage, security, harassment) as published. Failure to comply may result in
Contract termination. CHOICE will make an electronic copy of all such policies available to
Subcontractor.
55 Counterparts
This Contract may be executed in counterparts or in duplicate originals. Each counterpart or each
duplicate shall be deemed an original copy of this Contract signed by each party, for all purposes.
56 Covenant Against Contingent Fees
56.1 Subcontractor warrants that no person or selling agency has been employed or retained to
solicit or secure this Contract upon any contract or understanding for a commission, percentage,
brokerage, or contingent fee, except bona fide employees or a bona fide established commercial
or selling agency of Subcontractor.
56.2 In the event of breach of this Section by Subcontractor, CHOICE shall have the right to either
annul this Contract without liability to CHOICE, or, in CHOICE's discretion, deduct from
payments due to Subcontractor, or otherwise recover from Subcontractor, the full amount of
such commission, percentage, brokerage, or contingent fee.
57 Debarment and Suspension
Subcontractor certifies to CHOICE that it and its principals are not debarred, suspended, or otherwise
excluded from or ineligible for, participation in federal or State government contracts.
58 Entire Agreement
This Contract sets forth the entire agreement between the parties with respect to the subject matter
hereof and understandings, agreements, representations, or warranties not contained in this Contract
or a written Change Order or amendment hereto shall not be binding on either party.
59 Governing Law
This Contract shall be governed in all respects by the law and statutes of the State of Washington,
without reference to conflict of law principles. The exclusive jurisdiction and venue of any action
hereunder shall be in the State courts of Thurston County, Washington. Subcontractor accepts the
personal jurisdiction of such courts.
60 Independent Status of Subcontractor
The parties hereto, in the performance of this Contract, will be acting in their individual, corporate or
governmental capacities and not as agents, employees, partners, joint venturers, or associates of one
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # H HE- 075 -05
Page 23
another. The parties intend that an independent Subcontractor relationship will be created by this
Contract. The employees or agents of one party shall not be deemed or construed to be the employees or
agents of the other party for any purpose whatsoever. Subcontractor shall not make any claim of right,
privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW.
61 Legal and Regulatory Compliance
In- Person Assister Services shall comply with all applicable federal and state laws, regulations,
codes, standards and ordinances during the term. In the event that any services performed or
provided by Subcontractor are subsequently found to be in violation of such laws, regulations, codes,
standards and ordinances, it shall be the sole responsibility of Subcontractor to bring the Services into
compliance at no additional cost to CHOICE.
62 Licensing Standards
Subcontractor shall comply with all applicable CHOICE, state and federal licensing requirements and
standards necessary in the performance of this Contract.
63 Lobbying Activities
Subcontractor shall comply with all certification and disclosure requirements prescribed by Section
319, Public Law 10 1 -121 (31 U.S.C. § 1352) and any implementing regulations.
64 Modifications and Amendments
No modification, amendment, alteration, addition or waiver of any section or condition of this
Contract shall be effective or binding unless it is in writing and signed by an authorized
representative of Subcontractor and CHOICE.
65 Nonwaiver
Except as otherwise specifically provided herein, any failure or delay by either party to exercise or
partially exercise any right, power or privilege under the Contract shall not be deemed a waiver of
any such right, power, or privilege under the Contract. Any waivers granted by CHOICE for breaches
hereof shall not indicate a course of dealing of excusing other or subsequent breaches. Subcontractor
agrees that CHOICE's pursuit or nonpursuit of a remedy under this Contract for Subcontractor's
breach of its obligations will neither constitute a waiver of any such remedies or any other remedy
that CHOICE may have at law or equity for any other occurrence of the same or sim lar breach, nor
estop CHOICE from pursuing such remedy.
66 Notices
66.1 Any notice or demand or other communication required or permitted to be given under this
Contract or applicable law shall be effective if and only if it is in writing, properly addressed,
and either delivered in person, or by a recognized courier service, or deposited with the United
States Postal Service as certified mail, postage prepaid, return receipt requested, or by
electronic mail, to the parties at the addresses and e -mail addresses provided in this Section.
66.2 In the event the individual named by a party changes or no longer serves in t he capacity
provided, the party making such change will provide prompt written Notice of change.
1 o Subcontractor at:
Jefferson County Public Health
ATTN: Veronica Shaw
and to:
Jefferson County Public
AT Julia Danskin
CHOICE Regional Health Network In- Person Assister Subcontractor Contract 4 HBE- 075 -05
Page 24
Mailing Address:
615 Sheridan St.
Port Townsend, WA 98368
Mailin g Address:
615 Sheridan St.
Port Townsend, WA 98368
Street Address:
E -mail Address :
615 Sheridan St.
port Townsend, WA 98368
Street Address:
615 Sheridan St.
Port Townsend, `TJA 98368
veronicarcico. efferson.wa.us
E -mail Address:
danskin a)co. efferson.wa.us
Telephone:
(360) 385 -9409
Tele hone:
(360) 385 -9420
T_ �Uf_)U TF a+-
and to:
In- Person Assister Lead Organization
hl- Person Assister Lead Organization
ATTN: CHOICE Program Manager
ATTN: CHOICE Contracts
Mailing Address:
1217 4 "' Ave E, Suite 200
Olympia, WA 98506
Mailing Address:
g
1217 4" Ave E, Suite 200
Olympia, WA 98506
Street Address:
1217 4" Ave E, Suite 200
Olympia, WA 98506
Street Address:
1217 4" Ave E, Suite 200
Olympia, WA 98506
E -mail Address:
weisdeonl &crhn.ora
E -mail Address:
dankewna,crhn.or¢
Telephone:
(360) 539 -7576 x120
Telephone:
(360) 539 -7576 x116
66.3 Notices shall be effective upon receipt or 6 Business Days after mailing, whichever is earlier.
66.4 The Notice address as provided herein may be changed by Notice given as provided above.
67 Notice of Delay
When either party has knowledge that any actual or potential situation is delaying or threatens to
delay the timely performance of this Contract, that party shall, within five Business Days, give notice
thereof, including all relevant information with respect thereto, to the other party. If a party delays in
providing additional information, data, guidance, or approvals which are requested by the other party,
or in performing its obligations, the other party may submit claims for damages that are caused by
such delays and that are permitted under the Contract. The party submitting the claim shall provide
Notice of such claim to the other party prior to filing the claim.
68 Publicity
The award of this Contract to Subcontractor is not in any way an endorsement of Subcontractor or
Subcontractor's Services by Subcontractor or the Washington Health Benefit Exchange, and shall not
be so construed by Subcontractor in any advertising or publicity materials.
Subcontractor shall not publish or otherwise distribute for marketing or publicity purposes any of the
following materials without the prior written consent of the HBE : all advertising, sales promotion,
informational pamphlets, notices, press releases, research reports, or similar publicity material
conceming this Project or relating to this Contract wherein Subcontractor or the HBE is mentioned or
language used from which the connection of Subcontractor or the HBE therewith may, in HBE's
judgment, be inferred or implied. Material developed and made available by the Exchange that has
been adapted to add CHOICE logo, contact information or similar modifications does not need to be
submitted for approval.
69 Remedies
Except as specifically provided herein, no remedy conferred by any of the specific provisions of the
Contract is intended to be exclusive of any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page 25
at law or in equity or by statute or otherwise. The election of any one or more remedies by either
party shall not constitute a waiver of the right to pursue other available remedies.
70 Section Headings, Incorporated Documents and Order of Precedence
The headings used herein are inserted for convenience only and shall not control or affect the
meaning or construction of any of the sections.
70.1 Each of the documents listed below is, by this reference, incorporated into this Contract as though
fully set forth herein.
a. Change Orders
b. Attachment 1 Federal Compliance, Certifications, and Assurances
c. Schedule 1 Services and Deliverable Schedule;
d. Schedule 2 Performance Standards;
e. Schedule 3 Conflict of Interest Standards;
f. Schedule 4 In- Person Assister Code of Ethics;
g. Schedule 5 Change Request Form;
h. Schedule 6 Non - Disclosure Agreement;
i. Schedule 7 HBE Data Security Requirements;
70.2 In the event of any inconsistency in this Contract, the inconsistency shall be resolved in the
following order of precedence:
a) Applicable federal and state statutes, laws, and regulations;
b) Sections in the body of this Contract;
c) Change Orders
d) Attachment 1 Federal Compliance, Certifications, and Assurances
e) Schedules to the Contract;
f) The Work Plan
g) All Subcontractor publications, written materials and schedules, charts, diagrams, tables,
descriptions, other written representations and any other supporting materials Subcontractor
made available to CHOICE and used to result in or affect this Contract.
71 Severability
If any term or condition of this Contract or the application thereof to any person(s) or circumstances
is held invalid, such invalidity shall not affect other terms, conditions, or applications which can be
given effect without the invalid term, condition, or application; to this end the terms and conditions of
this Contract are declared severable.
72 Subrecipients
72.1 If the Subcontractor is a subrecipient of federal awards as defined by Office of Management and
Budget (OMB) Circular A -133 and this Agreement, the Subcontractor shall:
a) Maintain records that identify, in its accounts, all federal awards received and expended and
the federal programs under which they were received, by Catalog of Federal Domestic
Assistance (CFDA) title and number, award number and year, name of the federal agency,
and name of the pass - through entity;
b) Maintain internal controls that provide reasonable assurance that the Subcontractor is
managing federal awards in compliance with laws, regulations, and provisions of contracts or
grant agreements that could have a material effect on each of its federal programs;
c) Prepare appropriate financial statements, including a schedule of expenditures of federal
awards:
CHOICE Regional Health Network In- Parson Assister Subcontractor Contract k HBE- 075 -05
Page 26
d) hicorporate IMB Circular A -133 audit requirements into all agreements between the
Subcontractor and its Subcontractors who are subrecipients;
e) Comply with any future amendments to OMB Circular A -133 and any successor or
replacement Circular or regulation;
I) Comply with the OMB Circular ular A-122), of and any su cc sor or replacement CircularroA -87) or
2 CFR, Part 230
regulation; and
g) Comply with the Omnibus Crime Control and Safe Streets Act of 1968, Title VI of the Civil
Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, Title II of the Americans
with Disabilities Act of 1990, Title IX of the Education Amendments of 1972, The Age
Discrimination Act of 1975, and The Department of Justice Non - Discrimination Regulations,
28 C.F.R. Part 42, Subparts C.D.E. and G, and 28 C.F.R. Part 35 and 39. (Go to
www.o .usdo . ov /ocr /statutes.htm for additional information and access to the
aforementioned Federal laws and regulations.)
72.2 Single Audit Act Compliance. If the Subcontractor is a subrecipient and expends $500,000 or more
in federal awards from any and/or all sources in any fiscal year, the Subcontractor shall procure and
pay for a single audit or a program- specific audit for that fiscal year. Upon completion of each
audit, the Subcontractor shall:
a) Submit to the CHOICE contact person the data collection form and reporting package
specified in OMB Circular A -133, reports required by the program - specific audit guide (if
applicable), and a copy of any management letters issued by the auditor;
b) Follow -up and develop corrective action for all audit findings; in accordance with OMB
Circular A -133, prepare a "Summary Schedule of Prior Audit Findings."
723 Overpayments. If it is determined by CHOICE, or during the course of a required audit, that the
Subcontractor has been paid unallowable costs under this or any Program Agreement, CHOICE
may require the Subcontractor to reimburse CHOICE in accordance with either 2 CFR, Part 225
(OMB Circular A -87) or 2 CFR, Part 230 (OMB Circular A -122.
73 Sovereign Immunity
The parties expressly agree that no provision of this Contract is in any way intended to constitute a
waiver by CHOICE of any immunities from suit or from liability that CHOICE may have by
operation of law.
,(Joel LwolacIt"
Subpoena
In the even that a subpoena or other legal process commenced by a third party in any way concerning
the Servi8oCK id`etI' 4sirahk ttr;&0jiimtract is served upon Subcontractor or CHOICE, such party
agrees to hotify the Health•Beriofit Exthange, and the other party in the most expeditious fashion
possible following receipt of such subpoena or other legal process. Subcontractor and CHOICE
further agree to cooperate with the other party in any lawful effort by the such other party to contest
the legal validity of such subpoena or other legal process commenced by a third party as may be
reasonably required and at the expense of the party to whom the legal process is directed, except as
otherwise provided herein in connection with defense obligations by Subcontractor for CHOICE.
74
75 Survival
All In- Person Assister Services performed and Deliverables delivered pursuant to the authority of this
Contract are subject to all of the terms, conditions, price discounts and rates set forth herein,
notwithstanding the expiration of the initial term of this Contract or any extension thereof. Further, the
CHOICE Regional Health Network fn- Person Assister Subcontractor Contract # HBE- 075 -05
page 27
terms, conditions and warranties contained in this Contract that by their sense and context are intended
to survive the completion of the performance, cancellation or termination of this Contrart shall so
survive. In addition, the terms of Section 6 Overpayments to Subcontractor, Section 14,1econming
Requirements, Section 15 Records Retention and Access Requirements, Section 29 General Indemnity,
Section 30 Insurance, Section 33 Dispute Resolution, Section 34 Additional Rights and Remedies,
Section 34.6 Limitation of Liability, Section 35 Con ttalentiallnfo ination and Proprietary lnformation,
and Sections 42 -75 (Contract Termination and General Provisions) shall survive the termnation of this
Contract.
76 Waiver
Waiver of any breach of any term or condition of this Contract shall not be deemed a waiver of any
prior or subsequent breach. No term or condition of this Contract shall be held to be waived,
modified or deleted except by a written instrument signed by the parties hereto.
In Witness Whereof, the parties hereto, having read this Contract in its entirety, including all attachments,
do agree in each and every particular and have thus set their hands hereunto.
Approved
CHOICE Regional Health Network
Signature 111
Print or Type Name Date
Title
Approved
Jefferson County Public Health
P [ Iype M1ame - Date
0 41h —AN
fine
Approved as ta form onix
g r7 J,3
idremon Co.
David Alva=, Chief it DPA
CHOICE Regional Health Network In- Person Assister Subcontractor Conrtaet# HBE- 075 -OS
Page ?8
Schedule 1: Services and Deliverable Schedule
Deliverables, Services and Charges
The list of Services/Deliverables as developed by the Lead IPA (CHOICE) for performance by the
Jefferson County Public Health.
Deliverable Name
Scheduled
Scheduled Acceptance
Implementation/Submittal
Date
Date
FAssign taff to be trained as In- Person
8/15/2013
8/31/2013
s
public education activities to raise
Monthly
Monthly beginning
awareness of the availability of qualified
9/6/2013
health IDIans
Progress Report Submitted
Monthly beginning
Monthly beginning
9/5/2013
9/6/2013
Initial In- Person Assister training completed.
9/13/2013
9/30/2013
Facilitate enrollment into Medicaid and
Monthly beginning
Ongoing
qualified health plans through Washington
10/1/2013
Healthplanfinder using certified In- Person
Assisters.
A. Maintain expertise in eligibility,
enrollment and program specifications.
B. Distribute fair and impartial information
concerning qualified health plans.
C. Provide information in a manner that is
culturally and linguistically appropriate
for consumers.
D. Refer consumers to applicable health
insurance assistance office or other
appropriate state or federal agency as
necessary.
E. Provide consumer follow -up services.
Monthly data reports submitted
Monthly beginning
Monthly beginning
11/5/2013
11/6/2013
Meet enrollment targets:
Upon achievement
Upon achievement
Jefferson County: 250
2 Payment Schedule
Total compensation for this contract is $13,605.00 CHOICE Regional Health Network and subcontractor
will be paid 50 percent of the compensation for performing ongoing activities as outlined in the contract
work plan and 50 percent for achieving outcome -based performance goals tied to the facilitation of
enrollments.
Compensation will be paid in equal monthly installments of $400.15 for a total of $6,802.50 throughout
the period of performance.
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE -075 -(
Page 29
)5
Outcomes -based compensation will be paid upon achievement of three established enrollment targets for
the entire CHOICE network and be paid in a lump sum. Those targets are the entire allotted enrollment
targets for the region, broken into thirds. Performance target payments for each third are $1,700.63 or
$2,267.50 if enrollments are more than 50 percent of the target population.
Outcome -based pay will be 25 percent higher if 50 percent or more of the network's enrollments are from
a target population as identified in the outreach plan.
Outcomes that contribute to the target are those for which an In- Person Assister assisted with the initial
application and/or completed the enrollment. A QHP enrollment can be counted if the In- Person Assister
completed the initial profile and then the enrollment was completed by the applicant on their own or with
assistance of another consumer assistance representative, such as an agent- broker, call center or other In-
Person Assister. The Washington Healthplanfinder will track In- Person Assister actions and data. Data
from the Healthplanfmder will be used as the source for verifying targets are achieved.
3 Deliverable Payment
The Contractor shall subm t invoices as outlined in Section 5 monthly by the fifth (5) business day of the
month. If the invoice is not received in a timely manner, the Contractor will forfeit payment for that
invoiced month. Consideration for services rendered shall be payable upon receipt of properly completed
invoices which shall be submitted to:
CHOICE Regional Health Network
Attention: Amy Faulk
1217 4"' Ave E., Suite 200
Olympia, WA 98506
CHOICE will only reimburse travel expenditures per General Services Administration (GSA) guidelines
and rates.
4 Contract Review
CHOICE will undertake a contract review in April 2014 to ensure that subcontractors are adequately
meeting the deliverables and targets as defined in the contract statement of work. At that time, CHOICE
may undertake contract amendments to alter target enrollment and In- Person Assister Organization
compensation levels to more closely reflect performance of contractors in any particular county.
5 Key Staff
Subcontractor Project Manager (see Section 11 ) for details
Name:
Julia Danskin
I Title:
Public Health Nursing Director
Mailing Address:
615 Sheridan St. Port Townsend, WA 98368
E -mail Address _
jdanskin(a�co.jeffersomwa.us
Telephone:
(360) 385 -9420
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page 30
Schedule 2 Performance Standards
At minimum the Performance Standards must be consistent with those required of the Lead IPA by
Health Benefit Exchange
In- Person Assister (IPA) Project /Contract Manager
The IPA Project /Contract Manager identified by the Subcontractor in its proposal is the person
responsible for oversight of In- Person Assister Services, including contract and performance monitoring
and reporting. Should the individual designated as the Project/Contract Manager change during the
period of performance, the Subcontractor will inform the CHOICE as outlined in the General Terms and
Conditions.
Data Tracking
To the extent possible, the Washington Healthplanfinder will be the primary source of data for tracking
and reporting on key performance measures. Reports generated through the Healthplanfinder will provide
the HBE and Lead Organizations with valuable metrics that can be used to understand performance
results achieved by each Lead Organization and each In- Person Assister. Project /Contract Managers may
also use internal data tracking systems to supplement data available through the Healthplanfinder.
Healthplanfinder reports will track numerous key performance measures at the Statewide, Lead
Organization, Assister Organization and In- Person Assister levels, such as:
1. Number of applications
2. Number of total enrollments
3. Number of enrollments in QHPs
4. Number of QHP enrollments eligible for Advanced Premium Tax Credit
5. Number of individuals enrolled who speak a primary language other than English
6. Number of enrollments in Medicaid
7. Percent of all applications completed that result in enrollment
8. Average time to complete an application
9. Average time from application to enrollment
The HBE will compile data to report results of Lead Organization and In- Person Assister Organizations
across measures as outlined above. HBE will make reports available to the Lead Organizations and In-
Person Assister Organizations as they are developed. HBE will respond to requests for data and
information from Lead Organizations to the extent resources allow.
Performance Monitoring
The CHOICE Contract Manager will review performance data for In- Person Assister Organizations on a
regular basis. In- Person Assister services determined to be unsatisfactory will be informed in writing by
the CHOICE. In Person Assisters that are determined not to be making satisfactory progress toward
enrollment targets or that are performing below average on key performance indicators for three
consecutive months may be required to collaborate with the CHOICE to develop strategies for improving
performance. The CHOICE may terminate an In- Person Assister contract if the organization is not
making satisfactory progress toward performance targets and/or performing below average for six
consecutive months.
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page 31
Program Integrity
Program integrity is assured by taking steps to reduce the risk of misconduct among In- Person Assister
staff. Steps include verifying In- Person Assisters meet established guidelines, complete required training,
acknowledge a Code of Ethics, complete a Non - Disclosure Agreement, and have background checks on
file. Additional measures include ensuring consumers have an easy and transparent way to file
complaints, occasional observation of In- Person Assister activities by Lead Organization staff and/or
surveying consumers to get feedback about the services received.
The Project/Contract Manager is responsible for assuring steps are in place and being followed to assure
program integrity and to address any issues that arise. The Project /Contract Manager will report any
substantiated instances of misconduct to the CHOICE as soon as practical and will take whatever steps
are necessary to eliminate and /or rectify the misconduct.
In Person Assister organizations will be required to meet with the CHOICE upon request to discuss
performance of the In- Person Assister Organizations. The HBE also reserves the right to perform an on-
site program review with 14 days' advance notification to a Lead or In- Person Assister Organization.
Corrective Action
The Lead Organization Project/Contract Manager is responsible to take corrective actions if an hi- Person
Assister Organization's results are below average for three or more consecutive months following
procedures outlined in the IPA proposal. The Lead Organization will summarize corrective actions being
implemented in its monthly progress report to the Exchange.
Reporting Requirements
The Lead Organization Project /Contract Manager is responsible for ensuring that the following data
collection and submission is performed in a timely way as outlined in the General Terms and Conditions.
The HBE and its stakeholders have identified specific data elements that cannot be tracked in the
Healthplanfinder systematically, but that will be valuable to performance monitoring as well as program
improvement activities.
Assister Organizations and Lead Organizations will be asked to assist by collecting data from consumers
and compiling the data. Assister organizations will submit their data in a format prescribed by the
CHOICE and the CHOICE will submit it to the HBE each month. This data will include program
activities such as the number of community outreach/awareness events conducted and the
groups /populations reached. It will also include, but not be limited to, key consumer demographics, such
as:
• Race /ethnicity
• Consumer education level
• Number of times an individual has moved in the last 12 months
• Number of months /years since an individual /family was last enrolled in health care coverage
• If currently covered, type of coverage (i.e., direct pay coverage for individual or household;
employer sponsored or public program)
• How /where the consumer receives care (i.e., primary care physician; community health
center or clinic; ER; or has not received care in the last 12 months)
• If not enrolling in coverage through the HBE, the reason
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page 32
The HBE will provide a tool for Lead Organizations to submit this data electronically. The HBE may also
share program data and results with stakeholders and post reports on the public website that identify Lead
and In- Person Assister Organizations (but not individual In- Person Assisters).
Consumers and In- Person Assisters will also be an important source of information to the HBE, offering
first -hand experience with system issues and barriers to enrollment. Providing input directly to the
Exchange is important for the HBE to implement program and system improvements. The Lead
Organization will implement methods to facilitate this input.
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page 33
Schedule 3 Conflict of Interest Standards
The following conflict of interest standards apply to In- Person Assister Lead Organizations, In- Person
Assister Organizations and In- Person Assister Representatives. It is expected that organizations will also
comply with any subsequent guidelines from the U.S. Department of Health and Human Services
regarding conflict of interest standards.
In- Person Assister Lead Organizations and In- Person Assister Organizations must assure conformance to
the following requirements:
A. Must not be engaged in the business of selling or issuing health insurance and may not be affiliated
with an organization that sells or issues health insurance.
B. Must not be an Association that includes members of the insurance industry or who lobbies on behalf
of the insurance industry.
C. Board members of an In- Person Assister organization who are engaged in or are affiliated with
organizations that sell or issue health insurance must not participate in actions or decisions directly or
indirectly related to operation of the In- Person Assister program.
D. Must not receive any consideration, directly or indirectly, from a health insurance issuer related to
enrollment of individuals /employees in a QHP or non -QHP. Consideration includes any
compensation, monetary or in -kind, including grants, influence, gifts or gratuities.
E. Must not be a provider entity (including but not limited to hospitals, clinics, and physician practices)
directly owned by, a subsidiary of, or that exclusively contracts with a single insurer or its
subsidiaries. An exception may be made if the provider can demonstrate that there are significant
limitations on available insurers with whom to contract.
F. Must disclose to the HBE Program Manager for the Contract any relationship they believe may be or
may appear to be a potential conflict of interest. This includes all business relationships with carriers,
even if the relationships are unrelated to plan enrollment and Assister functions. Not all relationships
with carriers would disqualify an organization from serving as an Assister.
G. Monitor and assure that In- Person Assisters deliver assistance impartially, and must not allow any
financial or non - financial interests influence or appear to influence the impartial delivery of
assistance.
1. In- Person Assisters must not:
a. Accept any direct or indirect compensation from a health insurance issuer in
connection with enrollment of individuals or employees.
b. Charge for their services, perform lead generation or profit from services.
c. Allow personal or professional interests influence a customer's decisions.
d. Solicit or persuade a consumer to enroll in a specific plan or switch from one plan
to another.
e. Solicit or persuade a consumer to engage a particular broker, but may assist in
locating or contacting a broker.
2. In- Person Assister Lead Organizations are responsible to:
a. Ensure In- Person Assisters operate in compliance with the Code of Ethics attested
to at the time of certification.
b. Ensure In- Person Assister Organizations delivering services under the direction of
the Lead Organization comply with Conflict of Interest standards.
c. Ensure In- Person Assister Representatives are informed about Conflict of Interest
standards as part of the training and certification process, including but not limited
to:
i. What constitutes a conflict of interest;
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE - 075 -05
Page 34
ii. The process an In- Person Assister or In- Person Assister Organization uses for
notifying the Lead Organization of a potential conflict; and
iii. Potential consequences for nondisclosure.
d. Establish a process for addressing potential conflict of interest
i. Process for reporting — including who to notify;
ii. Responsibility for reviewing/investigating;
iii. Responsibility for determining appropriate action; and
iv. Time frame for addressing reported conflict and notifying
the individual or organization reporting the potential conflict
of the decision /action.
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page 35
Schedule 4 In- Person Assister Code of Ethics
In- Person Assister Ethical Responsibilities to Consumers seeking service through the Washington
Healthplanfinder
Respect the inherent dignity and worth of every person.
• Treat each person in a respectful fashion, being mindful of individual differences and cultural and
ethnic diversity.
• Promote the value of self - determination for each individual.
• Value all kinds and classes of people equitably, deal effectively with all races, cultures,
disabilities, ages and genders.
• Ensure all voices are listened to and respected.
Invest in, uphold and maintain duty to the consumer.
• Safeguard and support the protection, privacy and confidentiality of consumer information
including, but not limited to: personal, health, financial, and outcome information obtained in the
course of service as per applicable privacy laws.
• Disclose only information that is directly relevant or necessary to achieve the purpose of
disclosure.
• Perform all services with impartiality and ensuring information is presented in a fair, consistent,
thorough manner that does not unduly influence a consumer's decision in the selection of
services, yet protects the consumer's best interests.
• Describe clearly the services being performed as a representative of the Exchange and the
payment received for performing those services.
• Accept no financial or other benefit from a consumer for providing information or facilitating
enrollment.
• Readily inform consumers of other assister resources that may be more appropriate for their
circumstances.
Maintain Community and Consumer Trust.
• Be a trusted resource in the community and recognized by community members as a credible and
reputable voice to accurately represent and advocate for their needs.
• Demonstrate expertise and cultural competency in services and by understanding the
community's strengths and needs.
• Act with integrity, behave in a trustworthy manner, elevate service to others above self - interest,
and promote high standards of practice in every setting.
• Ensure conduct and responsibilities avoid creating any conflict of interest or appearance of
conflict of interest and take immediate action to eliminate any potential conflicts of interest.
• Refuse to participate in or conceal unethical practices or procedures and report such practices.
• Refuse to engage in any relationships with a consumer where there is a risk of exploitation or
potential harm.
Develop and Maintain Comprehensive Knowledge and Skills:
• Fulfill initial and ongoing training and certification requirements
• Remain a resource to community members after initial enrollment
• Maintain knowledge, skills and competencies needed to provide comprehensive service and
effectively inform community about changes impacting their coverage.
Guidelines for ethical and unethical behavior are provided in this code. The guidelines are not a
comprehensive list. For example, the statement "safeguard all confidential patient information to include,
CHOICE Regional Health Network In- Person Assister Subcontractor Contract k HBE- 075 -05
Page t6
but not limited to, personal, health, financial, and outcome information" can also be interpreted as "shall
not fail to safeguard all confidential patient information to include personal, health, financial, and
outcome information."
A code of ethics cannot guarantee ethical behavior. Moreover, a code of ethics cannot resolve all ethical
issues or disputes or capture the richness and complexity involved in striving to make responsible choices
within a moral community. Rather, a code of ethics sets forth values and offers ethical guidelines to
which a professional can aspire and by which actions can be judged. Ethical behaviors result from a
personal commitment to engage in ethical practice.
Professional responsibilities often require an individual to move beyond personal values. For example, an
individual might demonstrate behaviors that are based on the values of honesty, providing service to
others, or demonstrating loyalty. In addition to these, professional values might require promoting
confidentiality, facilitating interdisciplinary collaboration, and refusing to participate or conceal unethical
practices. Professional values could require a more comprehensive set of values than what an individual
needs to be an ethical agent in one's own personal life.
The code does not provide a set of rules that prescribe how to act in all situations. Specific applications of
the code must take into account the context in which it is being considered and the possibility of conflicts
among the code's values, principles, and guidelines. Ethical responsibilities flow from all human
relationships, from the personal and familial to the social and professional. Further, the Code of Ethics
does not specify which values, principles, and guidelines are the most important and ought to outweigh
others in instances when they conflict.
CHOICE Regional Health Network In- Person Assister Subcontractor Contract r HBL -W/ 1 -0)
Page 37
Schedule 5: (Draft) CHANGE REQUEST FORM
CHOICE Org Date Logged _
Health Benefit Exchange In- Person Assister Service Number
Change Request
1. Contact Person:
A rove
2. Change
Classification:
Contractor Project Manager
3. Priority
0 Mandatory
0 Mandatory
4. Suggested
Implementation
O Urgent 0 Desirable Date:
0 Urgent 0 Desirable
O Functional
0 Maintenance
Change Control Board (if there is
such)
Approve
5. Title of Change:
6. Description of Change:
0 See Attached
8a. Impact on Schedule /Deliverable /Critical Event Schedule
0 See Attached
9b. Estimates
SubContractor
CHOICE
Total
Estimated
Duration of
Hrs.
Cost
Hrs.
Cost
Hrs.
Cost
Implementation
Effort:
Assessment
Implementation
Estimated
Other
Resources
TOTAL
Required:
10. Review /Approval Signatures
Contact Person's Supervisor
A rove
Contractor Project Manager
Approve
In- Person Assister Project
Manager
Approve
Change Control Board (if there is
such)
Approve
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
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Schedule 6: NON - DISCLOSURE AGREEMENT
Confidentiality and Non - Disclosure Agreement
This Confidentiality and Nondisclosure Agreement ( "Agreement ") is entered into by and between the
Washington Health Benefit Exchange, CHOICE Regional Health Network, and the Recipient named in
the signature block ( "Recipient ").
Recipient is an employee, or agent of Jefferson County Public Health or the Health Benefit Exchange and
as such requires access to information or material related to the Washington Health Benefit Exchange that
is Confidential Information as defined herein. CHOICE agrees to release this information to Recipient for
those purposes pursuant to the terms and conditions contained in this Agreement. Recipient agrees to the
terms and conditions herein.
NOW THEREFORE, in consideration of the above premises and the promises contained herein, the
parties agree as follows:
Whenever used in this Agreement, the term "Confidential Information" will mean:
individual's names; ages; residential addresses; email addresses; telephone numbers; Driver's license
number or Washington identification card number; financial information (e.g., profiles, social security
numbers, income, credit card numbers, debit card numbers, electronic check numbers, card expiration
dates, or bank or other financial account numbers, security codes, access codes, or passwords that would
permit access to an individual's financial account); medical data/personal health information; law
enforcement records; or other records concerning the state's citizens and businesses; information
concerning recipients of services from public health agencies; state or system software code, source code
or object code and security data; system or network designs, drawings, or specifications; computer
programs; system and technical documentation; and trade secrets or proprietary information of CHOICE
Regional Health Network or CHOICE's Subcontractors.
Confidential Information may be in tangible or intangible form. CHOICE's failure to expressly identify
Confidential Information as such shall not in any way lessen or negate Recipient's obligation to keep such
information confidential in accordance with this Agreement.
The term "Confidential Information" shall not be construed to include information that (i) is or becomes
readily available in public records or documents, other than as a result of a disclosure by Recipient or
other entity acting on behalf of Recipient, or (ii) can be documented to have been known by Recipient
prior to its disclosure by CHOICE, or (iii) is disclosed pursuant to applicable law, judicial action or
government regulations, including without limitation the Washington State Public Records Act, chapter
42.56 RCW.
Recipient agrees to hold such Confidential Information in confidence and except for disclosure required
by law; Recipient shall not disclose such Confidential Information.
Xim tentR at as bwwrpgA
Recipient understands that the breach of the terms of this Agreement would cause irreparable damage to
CHOICE and that Recipient could be subject to litigation and required to indemnify, and hold CHOICE
harmless from actual damages from losses that result from its breac t 05
AqQ li- riD'tSitY) ,s3tavlA 4iaa4
This Agreement, its validity, construction and effect will be governed by the laws of the State of
Washington. Venue for any action between the parties shall be in Thurston County, State of Washington.
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page 39
This Agreement supersedes any and all prior understandings and agreements between the parties with
respect to the subject matter of this Agreement. This Agreement can be modified only by a written
amendment signed by authorized representatives of the parties.
Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach nor shall it be a
waiver of the underlying obligation.
The requirement of confidentiality shall extend for three years beyond Recipient's association with the
Washington Health Benefit Exchange as an employee, subcontractor or agent of Jefferson County Public
Health or Health Benefit Exchange.
CHOICE Regional Health Network
Signature
Date
Print or Type Name and Tiff
Approved as to *m
"�"�7
%' i 2.7)0
David Alvarez, Chief Civil A
Recipient
Signature _
Date C(
Print or Type Name and Title
LO P5 ST
Recipient Address
_PU Q -r E D CUn1=�uJ p Uj A l ''9 3;,2
Recipient Address, cont'd
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE -075 -05
Pagc 40
This Agreement supersedes any and all prior understandings and agreements between the parties with
respect to the subject matter of this Agreement. This Agreement can be modified only by a written
amendment signed by authorized representatives of the parties.
Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach nor shall it be a
waiver of the underlying obligation.
The requirement of confidentiality shall extend for three years beyond Recipient's association with the
Washington Health Benefit Exchange as an employee, subcontractor or agent of Jefferson County Public
Health or Health Benefit Exchange.
CHOICE Regional Health Network
Signature
Date
Print or Type Name and Tit!
APProvw as
Ell ,
David Alvarez, Chief Civil
Recipient
Signature
Date / / / /`1 //Y
/t �e �QfyG � �s- ii5f/4/TZ
Print or Type Name and Title
Lo I S S 4-I E-V- l IA N S
Recipient Address
-PC) T2—r I D Lu rs -1EbJ I;• , w A S tv
Recipient Address, cont'd
CHOICE Regional Health Network hi-Person Assister Subcontractor Contract 4 HBE -075 -05
Page 40
This Agreement supersedes any and all prior understandings and agreements between the parties with
respect to the subject matter of this Agreement. This Agreement can be modified only by a written
amendment signed by authorized representatives of the parties.
Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach nor shall it be a
waiver of the underlying obligation.
The requirement of confidentiality shall extend for three years beyond Recipient's association with the
Washington Health Benefit Exchange as an employee, subcontractor or agent of Jefferson County Public
Health or Health Benefit Exchange.
CHOICE Regional Health Network
Signature
Date
Print or Type Name and Titl
APPv"w U to
1�(
JeNisom Co. PMMJW% Office
David Alvarez, Chief Civil A
Recipre t
Signature
Date
Print or Type Name and Title
1915 i
Recipient Address
_PC> r " Rno rJ3E_j-J i) w A I S ^ L;2
Recipient Address, cont'd
CHOICE Regional Health Network In- Person Assister Subcontractor Contract # HBE- 075 -05
Page 40
This Agreement supersedes any and all prior understandings and agreements between the parties with
respect to the subject matter of this Agreement. This Agreement can be modified only by a written
amendment signed by authorized representatives of the parties.
Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach nor shall it be a
waiver of the underlying obligation.
The requirement of confidentiality shall extend for three years beyond Recipient's association with the
Washington Health Benefit Exchange as an employee, subcontractor or agent of Jefferson County Public
Health or Health Benefit Exchange. %
CHOICE Regional Health Network Recipient f e,21�el- �J 4 /a�-r/ ' Al�
Signature
Date
Print or Type Name and Titl
to only
b
n Co. a
David Alva=, Chief Civil A
CHOICE Regional Health Network In-Person Assister Subcontractor
Page 40
Signatur 1 C4Z - -&&
Date / / /O /z0l3
Print or Type Name and Title
Lots S1
Recipient Address
-Po rS lbcotJ E,JI- ujA
Recipient Address, cont'd
Contract # 11BE- 075 -05
This Agreement supersedes any and all prior understandings and agreements between the parties with
respect to the subject matter of this Agreement. This Agreement can be modified only by a written
amendment signed by authorized representatives of the parties.
Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach nor shall it be a
waiver of the underlying obligation.
The requirement of confidentiality shall extend for three years beyond Recipient's association with the
Washington Health Benefit Exchange as an employee, subcontractor or agent of Jefferson County Public
Health or Health Benefit Exchange.
CHOICE Regional Health Network
Signature
Date
Print or Type Name and Tul
I D " llavid As+�ez, Citigt Civil PA
Recipient
ZG�
Signature
Date 8_ / H 3
G1'1 iM6 a( s
Print or Type Name and Title
iD��J �tIE t�Arl SL
Recipient Address
-Pu%� iDurs° ErJl�, wA `TZ, -?i ;8
Recipient Address, cont'd
CHOICE Regional Health Network In- Person Assister Subcontractor Contract# HBE- 075 -05
Pagc 40
This Agreement supersedes any and all prior understandings and agreements between the parties with
respect to the subject matter of this Agreement. This Agreement can be modified only by a written
amendment signed by authorized representatives of the parties.
Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach nor shall it be a
waiver of the underlying obligation.
The requirement of confidentiality shall extend for three years beyond Recipient's association with the
Washington Health Benefit Exchange as an employee, subcontractor or agent of Jefferson County Public
Health or Health Benefit Exchange.
I Health Network
Signature v //
-Date
Print or�me and Trtl
Al (�
David Alvarez, Chief CivilbPA
Recipient
Signature
Date
( cnJo l�—Owd
Print or Type Name and Title
LO (5 5 1- 1E—�IsDF,ti i
Recipient Address
L��rT IDCUr,�7,ErJi> , wA qS ia2
Recipient Address, cont'd
CHOICE Regional Health Network In -Peron Assister Subcontractor Contract # HBE- 075 -05
Page 40
This Agreement supersedes any and all prior understandings and agreements between the parties with
respect to the subject matter of this Agreement. This Agreement can be modified only by a written
amendment signed by authorized representatives of the parties.
Waiver of any breach of this Agreement shall not be a waiver of any subsequent breach nor shall it be a
waiver of the underlying obligation.
The requirement of confidentiality shall extend for three years beyond Recipient's association with the
Washington Health Benefit Exchange as an employee, subcontractor or agent of Jefferson County Public
Health or Health Benefit Exchange.
CHOICE Regional Health Network
Signature
Date
Print or Type Name and Titb
ppruved as to f� only, j
AV
0
David Alvarez, Chief Civil A
Recipient
Y�nr ti�C t mivzt
Signature
Date
karma Okp- rrnetita-� 14 zs-Uy-
Print or Type Name and Title
Lo I `J c 1-I L=V- l
Recipient Address
j j�L� TOC�1��I tJi) wA
Recipient Address, cont'd
CHOICE, Regional Health Network fn- Person Assister Subcontractor Contract H HBE- 075 -05
P age 40
Schedule 7: HBE DATA SECURITY REQUIREMENTS
DEFINITIONS:
Personally Identifiable Information (PII) is: any information about an individual maintained by an agency,
including any information that can be used to distinguish or trace an individual's identity, such as name,
social security number, date and place of birth, mother's maiden name, or biometric records; and any
other information that is linked or linkable to an individual, such as medical, educational, financial, and
employment information.
Examples of PII include, but are not limited to:
• Name, such as full name, maiden name, mother's maiden name, or alias
• Personal identification number, such as social security number (SSN), passport number, driver's
license number, taxpayer identification number, or financial account or credit card number
• Address information, such as street address or email address
• Personal characteristics, including photographic image (especially of face or other identifying
characteristic), fingerprints, handwriting, or other biometric data (e.g., retina scan, voice signature,
facial geometry)
• Information about an individual that is linked or linkable to one of the above (e.g., date of birth, place
of birth, race, religion, weight, activities, geographical indicators, employment information, medical
information, education information, financial information).
DATA SECURITY:
The Personally Identifiable Information (PII) described in this Agreement is being furnished by the
Exchange through the CHOICE for use in Jefferson County Public Health performing Exchange functions
through In- Person Assister Program as defined in Patient Protection and Affordable Care Act (PPACA).
The Exchange, CHOICE and Jefferson County Public Health agree that they shall maintain the
confidential nature of all non - public personal information in accordance with 45 CFR § 155.260 Jefferson
County Public Health shall establish appropriate administrative, technical, procedural, and physical
safeguards to protect the confidentiality of PH and any data obtained for performing Exchange functions
and to prevent unauthorized or inappropriate access to or use or disclosure of the data.
CHOICE Regional Health Network In- Person Assister Subcontractor Contract ft HBE - 075 -05
Page 41
Attachment 1 Contract #HBE- 075 -05
FEDERAL COMPLIANCE, CERTIFICATIONS, AND ASSURANCES
In the event federal funds are included in this agreement, the following sections apply: I. Federal Compliance
and II. Standard Federal Assurances and Certifications. In the instance of inclusion of federal funds, the
Contractor may be designated as a sub - recipient and the effective date of the amendment shall also be the
date at which these requirements go into effect.
FEDERAL COMPLIANCE - The use of federal funds requires additional compliance and
control mechanisms to be in place. The following represents the majority of compliance
elements that may apply to any federal funds provided under this contract. For
clarification regarding any of these elements or details specific to the federal funds in
this contract, contact:
Michael Marchand, Exchange
P.O. Box 657
Olympia, WA 98507
Phone: (360) 688 -7745
Fax: (360) 586 -1177
Email address: michael.marchand@wahbexchange.org
a. Source of Funds: Federal funds to support this agreement are identified by the Catalog of
Federal Domestic Assistance (CFDA) number HBE -IE- 120121- 01 -00, the full and complete
terms and provisions of which are hereby incorporated into this agreement can be found by
reference in Section 73. The subrecipient is responsible for tracking and reporting the
cumulative amount expended under HBA Contract No. XXX.
b. Single Audit Act: A subrecipient (including private, for - profit hospitals and non - profit
institutions) shall adhere to the federal Office of Management and Budget (OMB) Circular A-
133, as well as all applicable federal and state statutes and regulations. A subrecipient who
expends $500,000 or more in federal awards during a given fiscal year shall have a single or
program- specific audit for that year in accordance with the provisions of OMB Circular A-
133.
c. Modifications: This agreement may not be modified or amended, nor may any term or
provision be waived or discharged, including this particular Paragraph, except in writing,
signed upon by both parties.
1. Examples of items requiring Health Benefit Exchange prior written approval include, but
are not limited to, the following:
i. Deviations from the budget and Project plan.
ii. Change in scope or objective of the agreement.
iii. Change in a key person specified in the agreement.
iv. The absence for more than three months or a 25% reduction in time by the Project
Manager /Director.
v. Need for additional funding.
vi. Inclusion of costs that require prior approvals as outlined in the appropriate cost
principles.
vii. Any changes in budget line item(s) of greater than twenty percent (20 %) of the total
budget in this agreement.
CONTRACT N0. HBE- 075 -05 Page 1 of 2
2. No changes are to be implemented by the Subrecipient until a written notice of approval
is received from the Health Benefit Exchange.
d. Condition for Receipt of Health Benefit Exchange Funds: Funds provided by Health Benefit
Exchange to the subrecipient under this agreement may not be used by the subrecipient as
a match or cost - sharing provision to secure other federal monies.
e. Unallowable Costs: The subrecipients' expenditures shall be subject to reduction for
amounts included in any invoice or prior payment made which determined by HBE not to
constitute allowable costs on the basis of audits, reviews, or monitoring of this agreement.
Citizenship /Alien Verification /Determination: The Personal Responsibility and Work
Opportunity Reconciliation Act (PRWORA) of 1996 (PL 104 -193) states that federal public
benefits should be made available only to U.S. citizens and qualified aliens. Entities that
offer a service defined as a "federal public benefit" must make a citizenship /qualified alien
determination/ verification of applicants at the time of application as part of the eligibility
criteria. Non -US citizens and unqualified aliens are not eligible to receive the services. PL
104 -193 also includes specific reporting requirements.
g. Federal Compliance: The subrecipient shall comply with all applicable State and Federal
statutes, laws, rules, and regulations in the performance of this agreement, whether
included specifically in this agreement or not.
Civil Rights and Non - Discrimination Obligations During the performance of this agreement,
the Contractor shall comply with all current and future federal statutes relating to
nondiscrimination. These include but are not limited to: Title VI of the Civil Rights Act of
1964 (PL 88 -352), Title IX of the Education Amendments of 1972 (20 U.S.C. §§ 1681 -1683
and 1685 - 1686), section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794), the Age
Discrimination Act of 1975 (42 U.S.C. §§ 6101- 6107), the Drug Abuse Office and Treatment
Act of 1972 (PL 92 -255), the Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91 -616), § §523 and 527 of the Public Health
Service Act of 1912 (42 U.S.C. § §290dd -3 and 290ee -3), Title VIII of the Civil Rights Act of
1968 (42 U.S.C. § §3601 et sec.), and the Americans with Disability Act (42 U.S.C., Section
12101 et seq.) hftp : / /www.hhs.goviocr[civilrights
HBE Federal Compliance Contact Information
Washington State Health Benefit Exchange
810 Jefferson Street (mailing address -PO Box 657, Olympia WA 98507)
Olympia, Washington 98504
II. CIRCULARS `COMPLIANCE MATRIX- The following compliance matrix identifies the
OMB Circulars that contain the requirements which govern expenditure of federal funds.
These requirements apply to the HBE as the primary recipient of federal funds and then
follow the funds to the subrecipient. The federal Circulars which provide the applicable
administrative requirements, cost principles and audit requirements are identified by
subrecipient organization type.
CONTRACT NO. HBE- 075 -05 Page 2 of 2
OMB CIRCULAR
ENTITY TYPE
ADMINISTRATIV
COST
AUDIT REQUIREMENTS
E
PRINCIPLES
REQUIREMENTS
CONTRACT NO. HBE- 075 -05 Page 2 of 2
l and Indian
A -102 & Common
A -87
A -133
rnments and
Rule
tal Hospitals
rganizations
R
A -110
A -122
A -133
ofit Hos itals
Universities
A -110
A -21
A -133
and Affiliated Hospitals
For Organizations
A -110
48 CFR 31.2
Requirements established by the
pass- through entity, pursuant to
A -133, §_.210(e)
*Definitions:
"Sub- recipient "; means the legal entity to which a sub -award is made and which is
accountable to the State for the use of the funds provided in carrying out a portion of the
State's programmatic effort under a sponsored project. The term may include institutions
of higher education, for - profit corporations or non -U.S. Based entities.
"Sub -award and Sub - grant" are used interchangeably and mean a lower tier award of
financial support from a prime awardee (e.g., Washington Health Benefit Exchange) to a
Sub - recipient for the performance of a substantive portion of the program. These
requirements do not apply to the procurement of goods and services for the benefit of
the Washington Health Benefit Exchange.
IV. STANDARD FEDERAL CERTIFICATIONS AND ASSURANCES - Following are the
Assurances, Certifications, and Special Conditions that apply to all federally funded (in whole or in part)
agreements administered by the Washington Health Benefit Exchange.
CERTIFICATIONS
CERTIFICATION REGARDING DEBARMENT
AND SUSPENSION
The undersigned (authorized official signing for the
contracting organization) certifies to the best of his
or her knowledge and belief, that the contractor,
defined as the primary participant in accordance c)
with 45 CFR Part 76, and its principals:
a) are not presently debarred, suspended,
proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions
by any Federal Department or agency;
b) have not within a 3 -year period preceding this
contract been convicted of or had a civil
judgment rendered against them for
commission of fraud or a criminal offense in
connection with obtaining, attempting to obtain,
or performing a public (Federal, State, or local)
transaction or contract under a public
transaction; violation of Federal or State
antitrust statutes or commission of
embezzlement, theft, forgery, bribery,
falsification or destruction of records, making
false statements, or receiving stolen property;
are not presently indicted or otherwise
criminally or civilly charged by a governmental
entity (Federal, State, or local) with commission
of any of the offenses enumerated in paragraph
(b) of this certification; and
d) have not within a 3 -year period preceding this
contract had one or more public transactions
(Federal, State, or local) terminated for cause
or default.
Should the contractor not be able to provide this
certification, an explanation as to why should be
placed after the assurances page in the contract.
CONTRACT N0. HBE- 075 -05 Page 3 of 3
The contractor agrees by signing this contract that
it will include, without modification, the clause titled
"Certification Regarding Debarment, Suspension,
In eligibility, and Voluntary Exclusion - -Lower Tier
Covered Transactions" in all lower tier covered
transactions (i.e., transactions with sub - grantees
and /or contractors) and in all solicitations for lower
tier covered transactions in accordance with 45
CFR Part 76.
2. CERTIFICATION REGARDING DRUG-FREE
WORKPLACE REQUIREMENTS
e)
The undersigned (authorized official signing for the
contracting organization) certifies that the
contractor will, or will continue to, provide a drug- f)
free workplace in accordance with 45 CFR Part 76
by:
a) Publishing a statement notifying employees that
the unlawful manufacture, distribution,
dispensing, possession or use of a controlled
substance is prohibited in the grantee's
workplace and specifying the actions that will
be taken against employees for violation of
such prohibition;
b) Establishing an ongoing drug -free awareness
program to inform employees about
(1) The dangers of drug abuse in the
workplace;
(2) The contractor's policy of maintaining a
drug -free workplace;
(3) Any available drug counseling,
rehabilitation, and employee assistance
programs; and
(4) The penalties that may be imposed upon
employees for drug abuse violations
occurring in the workplace;
c) Making it a requirement that each employee to
be engaged in the performance of the contract
be given a copy of the statement required by
paragraph (a) above;
d) Notifying the employee in the statement
required by paragraph (a), above, that, as a
condition of employment under the contract, the
employee will —
(1) Abide by the terms of the statement; and
(2) Notify the employer in writing of his or her
conviction for a violation of a criminal drug
statute occurring in the workplace no later than
five calendar days after such conviction;
Notifying the agency in writing within ten
calendar days after receiving notice under
paragraph (d)(2) from an employee or
otherwise receiving actual notice of such
conviction. Employers of convicted employees
must provide notice, including position title, to
every contract officer or other designee on
whose contract activity the convicted employee
was working, unless the Federal agency has
designated a central point for the receipt of
such notices. Notice shall include the
identification number(s) of each affected grant;
Taking one of the following actions, within 30
calendar days of receiving notice under
paragraph (d) (2), with respect to any employee
who is so convicted —
(1) Taking appropriate personnel action
against such an employee, up to and
including termination, consistent with
the requirements of the Rehabilitation
Act of 1973, as amended; or
(2) Requiring such employee to participate
satisfactorily in a drug abuse
assistance or rehabilitation program
approved for such purposes by a
Federal, State, or local health, law
enforcement, or other appropriate
agency;
g) Making a good faith effort to continue to
maintain a drug -free workplace through
implementation of paragraphs (a), (b), (c), (d),
(e), and (f).
For purposes of paragraph (e) regarding agency
notification of criminal drug convictions, HBE has
designated the following central point for receipt of
such notices:
Legal Services Director
WA State Health Benefits Exchange
PO Box 657
Olympia, WA 98501
3. CERTIFICATION REGARDING LOBBYING
Title 31, United States Code, Section 1352, entitled
"Limitation on use of appropriated funds to
influence certain Federal contracting and financial
CONTRACT NO. HBE- 075 -05 Page 4 of 4
transactions," generally prohibits recipients of
Federal grants and cooperative agreements from
using Federal (appropriated) funds for lobbying the
Executive or Legislative Branches of the Federal
Government in connection with a SPECIFIC grant
or cooperative agreement. Section 1352 also
requires that each person who requests or receives
a Federal grant or cooperative agreement must
disclose lobbying undertaken with non - Federal
(nonappropriated) funds. These requirements apply
to grants and cooperative agreements
EXCEEDING $100,000 in total costs (45 CFR Part
93).
The undersigned (authorized official signing for the
contracting organization) certifies, to the best of his
or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid
or will be paid, by or on behalf of the
undersigned, to any person for influencing or
attempting to influence an officer or employee
of any agency, a Member of Congress, an
officer or employee of Congress, or an
employee of a Member of Congress in
connection with the awarding of any Federal
contract, the making of any Federal grant, the
making of any Federal loan, the entering into of
any cooperative agreement, and the extension,
continuation, renewal, amendment, or
modification of any Federal contract, grant,
loan, or cooperative agreement.
(2) If any funds other than Federally appropriated
funds have been paid or will be paid to any
person for influencing or attempting to influence
an officer or employee of any agency, a
Member of Congress, an officer or employee of
Congress, or an employee of a Member of
Congress in connection with this Federal
contract, grant, loan, or cooperative agreement,
the undersigned shall complete and submit
Standard Form -LLL, "Disclosure of Lobbying
Activities," in accordance with its instructions. (If
needed, Standard Form -LLL, "Disclosure of
Lobbying Activities," its instructions, and
continuation sheet are included at the end of
this application form.)
(3) The undersigned shall require that the language
of this certification be included in the award
documents for all subcontracts at all tiers
(including subcontracts, subcontracts, and
contracts under grants, loans and cooperative
agreements) and that all sub - recipients shall
certify and disclose accordingly.
This certification is a material representation of fact
upon which reliance was placed when this
transaction was made or entered into. Submission
of this certification is a prerequisite for making or
entering into this transaction imposed by Section
1352, U.S. Code. Any person who fails to file the
required certification shall be subject to a civil
penalty of not less than $10,000 and not more than
$100,000 for each such failure.
4. CERTIFICATION REGARDING PROGRAM
FRAUD CIVIL REMEDIES ACT (PFCRA)
The undersigned (authorized official signing for the
contracting organization) certifies that the
statements herein are true, complete, and accurate
to the best of his or her knowledge, and that he or
she is aware that any false, fictitious, or fraudulent
statements or claims may subject him or her to
criminal, civil, or administrative penalties. The
undersigned agrees that the contracting
organization will comply with the Public Health
Service terms and conditions of award if a contract
is awarded.
5. CERTIFICATION REGARDING
ENVIRONMENTAL TOBACCO SMOKE
Public Law 103 -227, also known as the Pro -
Children Act of 1994 (Act), requires that smoking
not be permitted in any portion of any indoor facility
owned or leased or contracted for by an entity and
used routinely or regularly for the provision of
health, day care, early childhood development
services, education or library services to children
under the age of 18, if the services are funded by
Federal programs either directly or through State or
local governments, by Federal grant, contract, loan,
or loan guarantee. The law also applies to
children's services that are provided in indoor
facilities that are constructed, operated, or
maintained with such Federal funds. The law does
not apply to children's services provided in private
residence, portions of facilities used for inpatient
drug or alcohol treatment, service providers whose
sole source of applicable Federal funds is Medicare
or Medicaid, or facilities where WIC coupons are
redeemed.
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 and /or the
CONTRACT N0. HBE- 075 -05 Page 5 of 5
imposition of an administrative compliance order on
the responsible entity.
By signing the certification, the undersigned
certifies that the contracting organization will
comply with the requirements of the Act and will not
allow smoking within any portion of any indoor
facility used for the provision of services for children
as defined by the Act.
The contracting organization agrees that it will
require that the language of this certification be
included in any subcontracts which contain
provisions for children's services and that all sub -
recipients shall certify accordingly.
The Public Health Services strongly encourages all
recipients to provide a smoke -free workplace and
promote the non -use of tobacco products. This is
consistent with the PHS mission to protect and
advance the physical and mental health of the
American people.
6. CERTIFICATION REGARDING DEBARMENT,
SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS INSTRUCTIONS
FOR CERTIFICATION
1) By signing and submitting this proposal, the
prospective contractor is providing the
certification set out below.
2) The inability of a person to provide the
certification required below will not necessarily
result in denial of participation in this covered
transaction. The prospective contractor shall
submit an explanation of why it cannot provide
the certification set out below. The certification
or explanation will be considered in connection
with the department or agency's determination
whether to enter into this transaction. However,
failure of the prospective contractor to furnish a
certification or an explanation shall disqualify
such person from participation in this
transaction.
3) The certification in this clause is a material
representation of fact upon which reliance was
placed when the department or agency
determined to enter into this transaction. If it is
later determined that the prospective contractor
knowingly rendered an erroneous certification,
in addition to other remedies available to the
Federal Government, the department or agency
may terminate this transaction for cause of
default.
4) The prospective contractor shall provide
immediate written notice to the department or
agency to whom this contract is submitted if at
any time the prospective contractor learns that
its certification was erroneous when submitted
or has become erroneous by reason of
changed circumstances.
5) The terms covered transaction, debarred,
suspended, ineligible, lower tier covered
transaction, participant, person, primary
covered transaction, principal, proposal, and
voluntarily excluded, as used in this clause,
have the meanings set out in the Definitions
and Coverage sections of the rules
implementing Executive Order 12549. You may
contact the person to whom this contract is
submitted for assistance in obtaining a copy of
those regulations.
6) The prospective contractor agrees by
submitting this contract that, should the
proposed covered transaction be entered into, it
shall not knowingly enter into any lower tier
covered transaction with a person who is
debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this
covered transaction, unless authorized by HBE.
7) The prospective contractor further agrees by
submitting this contract that it will include the
clause titled "Certification Regarding
Debarment, Suspension, Ineligibility and
Voluntary Exclusion -- Lower Tier Covered
Transaction," provided by NHS, without
modification, in all lower tier covered
transactions and in all solicitations for lower tier
covered transactions.
8) A participant in a covered transaction may rely
upon a certification of a prospective participant
in a lower tier covered transaction that it is not
debarred, suspended, ineligible, or voluntarily
excluded from the covered transaction, unless it
knows that the certification is erroneous. A
participant may decide the method and
frequency by which it determines the eligibility
of its principals. Each participant may, but is not
required to, check the Non - procurement List (of
excluded parties).
9) Nothing contained in the foregoing shall be
construed to require establishment of a system
of records in order to render in good faith the
certification required by this clause. The
knowledge and information of a participant is
not required to exceed that which is normally
possessed by a prudent person in the ordinary
course of business dealings.
CONTRACT NO. HBE- 075 -05 Page 6 of 6
1. DATE ISSUED MM,0CohYYY 12. CFDA NO. 13, ASSISTANCE TYPE
3 .525
05/16/2012 Cooperative_ Agreement
1a. SUPERSEDES AWARD NOTICE dated
except that any additions or reslrictionS PuBVIDIBBY imposed remain
m BYRD, unless N solacory rescinded
4. GRANT NO. S. ACTION TYPE New
1 HBEIE120121 -01 -00
Department of Health and Human Services
Centers for Medicare & Medicaid Services
Office of Acquisitions and Grants Management
7500 Security Boulevard
Baltimore, MD 21244 -1850
For
mar Y
S. PROJECT PERIOD
MM1m'DO/YYYY
- -
9b. GRANTEE PROJECT DIRECTOR
Ms. Molly VoriS
626 8th Avenue SE
Olympia, WA 98504
Phone: 360 -725 -0854
MW ODNYYY
JOB. GRANTEE AUTHORIZING OFFICIAL
Me, Beth Walter
626 8th Avenue SE
Olympia, WA 2710
Phone: 360- 725 -0966
NOTICE OF AWARD
From
05/16/2012
T^f..gh 05/15/2014
AIL AMOUNTS ARE
AUTHORIZATION [Legislation /f2eg ulations)
IN USA
MMDD/YYYY
11. pPPRDVED BUDGET ExTk+des YRTS OX9Ct AssntalTS
I HHS Grant Funds Ony
tl Total proles costs irdutling grae[funds antl all other financial paNCipahon II
MM✓OO�YYYY
12. AWARD COMPUTATION FOR GRANT
a Amount of HHS FlnsessfAssasimr�(Immilem if m) 127,852,056,00
b. Less UncLligated Balarce From Prior Budget Periods 0.00
c. Less Cumulative Prior Award(s) This Budget Pariod C .
d AMOUNT OF FINANCIAL ASSISTANCE THIS ACTION 127, 852, 056.00
Section 1311 of the Affordable Care Act, Health Insurance Exchange
7. BUDGET PERI00
From
05/16/2012
5,973,269.00
Through 05/15/2014
13. Total Federal Funds Awardedto Date for Projear Penod
127,852,056.00
L. TITLE OF PROJECT (OR PROGRAM)
;_:.,•„�_F ..F
c e_rwha. -�roA uo�l r6 incnranra Rr<^hanna
Cooperative /B9?E:.CI „ =••� _ -' - --
Ia.GRANTEENAMEANDADDRESS
Washington Health Benefit Exchange
626 8Th Avenue Se
Olympia, WA 98504 -0001
VENDOR 5484625BAl
- -
9b. GRANTEE PROJECT DIRECTOR
Ms. Molly VoriS
626 8th Avenue SE
Olympia, WA 98504
Phone: 360 -725 -0854
19. DUNS 078426083
JOB. GRANTEE AUTHORIZING OFFICIAL
Me, Beth Walter
626 8th Avenue SE
Olympia, WA 2710
Phone: 360- 725 -0966
17, OSJ CLASS 4115
19a.
101a. FEDERAL PROJECT OFFICER
Ms. Susan Lumaden
200 Independence Ave SW Rm 738 -G
Washington, DC 20201
Phone: 301- 492 -0000
AIL AMOUNTS ARE
SHOWN
IN USA
AMT ACTION FIN ASST
11. pPPRDVED BUDGET ExTk+des YRTS OX9Ct AssntalTS
I HHS Grant Funds Ony
tl Total proles costs irdutling grae[funds antl all other financial paNCipahon II
12. AWARD COMPUTATION FOR GRANT
a Amount of HHS FlnsessfAssasimr�(Immilem if m) 127,852,056,00
b. Less UncLligated Balarce From Prior Budget Periods 0.00
c. Less Cumulative Prior Award(s) This Budget Pariod C .
d AMOUNT OF FINANCIAL ASSISTANCE THIS ACTION 127, 852, 056.00
00
a- Salaries and Wages... ..... .- .._.... 20, 633, 053.00
b. Fringe Benefits ..................
5,973,269.00
13. Total Federal Funds Awardedto Date for Projear Penod
127,852,056.00
14. RECOMMENDED FUTURE SUPPORT
ISubject to the awaikbifily offends and satisfactory progress of7he project:
D
C' Total Personnel Costs 26,606,322.00
J. Equipment ... ...... .......
e. Supplies .._..... _-_.,-. ...... --------
1,507,455.00
58,036.00
23. a.
b.
c.
YEAR
TOTAL DIRECT COSTS
YEAR
TOTAL DIRECT COSTS
a' 2
d.5
L Travel .._ ............ .... _,...........
148,642.00
v3
a.6
g, Construction ..- ._...,......._.. -_. _..
- -- 0.00
c 4
f 7
15. PROGRAMINCLMESUBJECTTO46LFR PART]6, aOBPAM F, OR ae GFRM2S SHALL BE
ySEDINACCOR]WITHONEOFTHEFOLLOWI QO LTERNATIVES
............................... ,
h. Other 26,216 422.00
I, Contractual ...... .......- ........ .._.......
j. TOTAL DIRECT COSTS
95,285,124.00
It 149,622,001.00
a, UCIION
h ]cO Acoirmrcm. Co..
MATCHING
a oTHE, Strource;oid; Lamm D'a”
JTHER rSea FFMARHSf
b
k, IN DI RECT COSTS
0.00
'S BASED ON AN APPLICATION SUBMITTED TO, AND AS APPROVED BY, HHS ON THE ABOVE PILED
ie THIS AAAN MI
PROJECTAND IS SUPJECTTO THE TERMS AND CONDITIONS INCORPORATED EITHER OmIrTLY OR BY REFERENCE IN
THE
I, TOTAL APPROVED BUDGET
149,822,001.00
FDLLOWINe.
e enmi `merm�TA�n`m waIANHwm,.
Th3awe,a pence mdudnp lama enE COMbnne, Il any.oNaH MOw order REMARKS
E. ISOnRMPCN. SSCMR Par 11 Mm 10.1dalnelaelNN \MMP,nnDEMeW 1AC WEq'. M,od
45 CFRPan]4w45<FR Pad p$az a0gbde
In he woemmer Anfli=wre motheness irmanlenr Mmma appoeaelew He emnr.Ine solve Omermp,o,nneneH near
p,eour AaallamePofthe gram home and TondRen h annnewiedged dy the grantee when mrde am mawn or nme,w.se
olHNlIed torn he grant haymem.onem.
rn. Federal Share 127,852,056'00
n. Non - Federal Share 21,969,945.00
REMARKS (Other Tarimered GeradhgHEAaached- OYes "No)
Please Refer to the Standard & Programmatic Terms & Conditions
GAN MFO Pagins, Grants Management Officer
VENDOR 5484625BAl
tab. EIN 454846258
19. DUNS 078426083
20. CONS. DIST. 03
17, OSJ CLASS 4115
19a.
FVACCOUNT NO.
DOCUMENT NO.
ADMINISTRATIVE CODE
AMT ACTION FIN ASST
APPROPRIATION
b. HBEIE0121A
C, SERI
d. $127,052,056.00
e. 7520115
pia
22.9.
D
C
d.
e.
23. a.
b.
c.
tl.
e.
AWARD ATTACHMENTS
Washington Health Benefit Exchange 1 HBEIE120121 -01-00
1. Standard & Programmatic Terms & Conditions
Cooperative Agreement for the State of Washington to Support Establishment of
State - Operated Health Insurance Exchanges
Level Two Establishment
Standard Terms & Conditions
Attachment A
1. The HHS /CMS Center for Consumer Information and Insurance Oversight (CCIIO)
Program Official. The Program Official assigned with responsibility for technical and
programmatic questions from the Grantee is Susan Lumsden
(Susan Lumsden6ikms.hhs.Qov).
2. The HHS /Center for Medicaid, CHIP and Survey & Certification (CMCS) Contact
Official. The Center within CMS responsible for reviewing and approving funding
documents referred to as Advance Planning Documents (APDs) that are submitted by the
State to receive federal matching funds for goods and services that benefit the Medicaid
program. The CMCS Contact Official is Charles Lehman (Charles, Lehman( a cros.hhs.aov),
3. The HHS /Centers for Medicare and Medicaid Services (CNIS) Grants Management
Specialist. The Grants Management Specialist assigned with the responsibility for the
financial and administrative aspects (non - programmatic areas) of grants administration
questions from the Grantee is Vivian Smith in the Division of Grants Management
(Vivian Smith(a�cros.hhs.cov).
4. The HHS Grants Policy Statement (HHS GPS). This Cooperative Agreement is subject to
the requirements of the HHS GPS that are applicable to the Grantee based on your recipient
type and the purpose of this award. This includes any requirements in Part I and II (available
at btW://ww-w.lihs.gov/grantsnet/adminis/gpd/inde.x.htm of the HHS GPS that apply to an
award.
Consistent with the HHS GPS, any applicable statutory or regulatory requirements, including
45 CFR Part 92, directly applies to this award in addition to any coverage in the HHS GPS.
s. Cost Principles for State, Local, and Indian Tribal Governments. This cooperative
agreement is subject to the requirements as set forth in 2 CFR Part 225, Cost Principles for
State, Local, and Indian Tribal Governments (previously OMB Circular A -87). Program
may require grantees to continue to provide estimates for cost allocation during periodic
phases involving associated funds of the cooperative agreement.
6. Subaward Reporting and Executive Compensation. This cooperative agreement is subject
to the reporting requirements of the Federal Funding Accountability and Transparency Act of
2006 (Pub. L. 109 -282), as amended by section 6202 of Public Law 110 -252 and
implemented by 2 CFR Part 170. Grant and cooperative agreement recipients must report
information for each first -tier subaward of $25,000 or more in Federal funds and executive
total compensation for the recipient's and subrecipient's five most highly compensated
executives as outlined in Appendix A to 2 CFR Part 170. For the full text of the award term,
go to hM: / /cciio. ems. aovf'resources/ fuiidiiigopportunities /ffata.html. For further assistance,
please contact Iris Grady, the Grants Management Specialist assigned to rnonitor the
subaward and executive compensation reporting requirements at
divisionofgrantsmanagement @cros.hhs.gov.
Trafficking in Persons. 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:l /eciio.enis.gov/ resources /fundingoppurtunitieshraticicing
term.html.
8. FY 2012 Appropriations Provision. HHS recipients must comply with all terms and
conditions outlined in their grant award, including grant policy terms and conditions
contained in applicable Department of Health and Human Services (HHS) Grant Policy
Statements, and requirements imposed by program statutes and regulations and HHS grant
administrations regulations, as applicable; as well as any requirements or limitations in any
applicable appropriations acts.
Special Terms & Conditions
Attachment B
1. Budget and Project Period. The budget and project period for the Cooperative Agreement
to Support Establishment of State - Operated Health Insurance Exchanges (Level Two
Application due date March 30, 2012) is from May 16, 2012 through December 31, 2014.
2. Restriction of Funds. Grantee will not have access to the contractual line item funds for
Information Technology expenses in the amount of $71,225,907 until the conditions outlined
under Parts A and B below (if applicable) have been met. Grantee only needs to address the
conditions outlined in Part A for those contractual line item funds that are needed to
implement or sustain the project for the duration of the cooperative agreement (e.g. start-up
costs or non - System Development Life Cycle dependent costs). Grantee must address Parts
A and B for all contractual line item costs directly linked to a specific Systems Development
Life Cycle review (see Part B below). As part of any request to lift restrictions on funding,
Grantee must identify the nature of the contractual line item funds (i.e. start-up versus
specific life cycle review).
For additional guidance on the restriction of funds requirements, please contact your Grants
Management Specialist, Vivian Smith, at Vivian. Smith(r6cros.hhs.gov, or your assigned
Project Officer.
A. Grantee must provide the following required information for all contracts:
1. Name of Contractor
2. Method of Selection
3. Period of Performance
4. Scope of Work
5. Method of Accountability
2
6. Itemized Budget and Justification
Please review Appendix E `Guidance for Preparing a Budget Request and Narrative in
Response to SF424A" in the Funding Opportunity Announcement (FOA) for further
guidance on what is required to address these topics areas.
B. Grantee must also meet specific Program Requirements, to include undergoing standard
industry Systems Development Life Cycle (SDLC) reviews.
1. Architecture Review
2. Project Baseline Review
3. Detailed Design Review
4. Operational Readiness Review
The above named SDLC reviews were previously referred to as the IT Gate Review Process.
This terminology has changed, and the IT Gate Review Process is now included within the
Establishment Review Process. The list below demonstrates how the SDLC reviews outlined
above fit within the broader Establishment Review process. Please contact your State Officer
with any questions.
Establishment Planning Review
1. Architecture Review
2. Project Baseline Review
Establishment Design Review
3. Detailed Design Review
Establishment Implementation Review
4. Operational Readiness Review
As part of the overall response to Part A, Grantee must specifically explain and separately
outline the contract costs associated for each life cycle review stage listed above prior to
beginning work. Specifically, Grantee must explain in the Scope of Work, the precise
services /tasks /deliverables to be performed by the contractor, and outline in the Itemized
Budget and Justification the contractual costs with appropriate justification.
At the time of each stage of the life cycle review process, Grantee must provide detail of the
deliverables, products, etc. completed during that stage of the life cycle. Those specifications
will then be reviewed by HHS using the published HHS SDLC standards, which will then
determine if the Grantee has successfully met completeness requirements under the HHS
SDLC, Once Grantee receives approval from HHS regarding the completeness of their
deliverables for that life cycle review period, the contractual line item funds linked to that
specific review will be available for drawdown.
The SDLC reviews will be jointly conducted by CCIIO and CMCS. Because the Affordable
Care Act requires the development of a streamlined enrollment system for Medicaid, CHIP,
State basic health plans established under § 1331, and Exchange qualified health plans and
financial assistance for qualified health plans, the development of the IT system will benefit
Medicaid/CHIP and Exchange - related programs. Therefore, costs for this project need to be
allocated between Medicaid/CHIP and the Exchange. Additionally, the Medicaid program
will be building to varying degrees supporting infrastructures to facilitate the work of the
Exchange. It is for this reason that CMCS will be working together with CCIIO to review
the progress the State is making during the four SDLC reviews. We expect the State staff
working on the Exchange and the supporting Medicaid program activities to similarly work
together as they develop joint solutions.
During the SDLC reviews, CMS will want both State Exchange and Medicaid staff to
participate in all of the reviews, provide requested documentation and be prepared to speak to
the status of the system and program's development with regard to: a) the Exchange, b) the
supporting Medicaid program and infrastructure and c) any jointly developed cost allocated
activities between the Exchange and the Medicaid program. Please note that while the
funding sources for the three areas outlined above will come from two sources (i.e. the
CCIIO Establishment Grants and the Medicaid Advance Planning Documents), the
traditional APD review process has been expedited as a result of CMS' ability to conduct the
SDLC reviews in ajoint fashion between CCIIO and CMCS and between the State Exchange
staff and the State Medicaid staff involved in the activities described above. The focus of the
SDLC reviews by the CMCS staff will pay particular attention to the extent to which, at each
stage of the SDLC reviews, the State is fulfilling its obligations, including meeting specific
Standards and Conditions.
Please review the description in Appendix D of the FOA for further guidance on the SDLC
reviews.
3. Restriction of Funds. Funds for years two and three of the project period in the amounts of
$57,647,351 and $46,104,996, respectively, are restricted pending satisfactory progress on
cooperative agreement activities after the first year of the project period. Provided
satisfactory progress has been made, funds for the second year of the project period will be
unrestricted. Funds for the third year of the project period will be unrestricted based on
satisfactory progress in the prior years of the project period.
4. Personnel Changes. The Grantee is required to notify the CCIIO Project Officer and the
HHS Grants Management Specialist within thirty (30) days of any personnel changes
affecting the grant's Project Director, Assistant Project Director, or the Financial Officer as
well as any named Key Contractor staff.
5. Contractual Personnel Changes. Because the bandwidth of expertise is tight in the
Exchange arena, Grantees must inform the Program Officer as to Contractual resources and
key personnel changes.
6. Required Grant/Cooperative Agreement Reporting. The templates for the Required
Cooperative Agreement Reporting will be forthcoming.
a. Project Report. The Grantee is required to submit Progress Reports to the HHS
Grants Management Specialist and to the CCIIO Project Officer. Progress Reports are
due as follows:
4
Period of Performance: May 16, 2012 through September 30, 2012
Due: October 30, 2012
Period of Performance: October 1, 2012 through March 31, 2013
Due, April 30, 2013
Period of Performance: April 1, 2013 through September 30, 2013
Due: October 30, 2013
Period ofperformance: October 1, 2013 through March 31, 2014
Due: April 30, 2014
Period of Performance: April 1, 2014 through September 30, 2014
Due: October 30, 2014
Period of Performance: October 1, 2014 through December 31, 2014. The final
Progress Report will serve as the Final Project Report and should report not only on
activities that occurred during the period of performance, but should be cumulative
and report on work performed throughout the project period. This report is due no
later than 90 days after the end of the project period.
Due: March 31, 2015
b. Periodic Deliverables. See Program Requirements per the Funding Opportunity
Announcement.
c. Public Report. The Grantee is required to prominently post specific information
about the Exchange grants /cooperative agreements on its Internet website to ensure
that the public has information on the use of funds.
7. Required Financial Reports. The Federal Financial Report (FFR or Standard Form 425)
has replaced the SF -269, SF -269A, SF -272, and SF -272A financial reporting forms. All
grantees must utilize the FFR to report cash transaction data, expenditures, and any program
income generated.
Grantees must report on a quarterly basis cash transaction data via the Payment Management
System (PMS) using the FFR in lieu of completing a SF- 272 /SF -272A. The FFR, containing
cash transaction data, is due within 30 days after the end of each quarter. The quarterly
reporting due dates are as follows: 1/30, 4/30, 7/30, 10/30. A Quick Reference Guide for
completing the FFR in PMS is at:
www dpm psc gov'etlnt recipient /guides fotms/ffr quick reference.aspx.
In addition to submitting the quarterly FFR to PMS, Grantees must also provide, on an
annual basis, a hard copy FFR to CMS which includes their expenditures and any program
income generated in lieu of completing a Financial Status Report (FSR) (SF- 269/269A).
Expenditures and any program income generated should only be included on the annually
submitted FFR, as well as the final FFR.
Each hard -copy FFR should contain cash transaction data, expenditures, and any program
income generated. Annual hard -copy FFRs should be mailed and received within 30
calendar days of the applicable year end date. The final FFR should be mailed and received
within 90 calendar days of the project period end date (December 31, 2014). Grantees
should access the following link in order to electronically complete and print the FFR:
1tJtta l `www.whitehouse.govtoaublgrants fannsl. See the charts below for more information
on reporting due dates for hard -copy FFRs.
See below for due dates for the annual hard -copy FFR:
Annual Period
Reporting Period Due Date
May 16, 2012 to May
June 15, 2013
15, 2013
May 16, 2012 to December 31, 2014
May 16, 2013 to May
June 15, 2014
15, 2014
See below for the due date for the final hard -copy FFR:
Project Period
Reporting Period Due Date
May 16, 2012 to
Final report — approximately 32 -month reporting period
December 31, 2014
May 16, 2012 to December 31, 2014
Due: March 31, 2015
The final FFR should be mailed to the attention of Grants Management Specialist, Vivian
Smith, at the following address:
Centers for Medicare and Medicaid Services
Office of Acquisition and Grants Management
200 Independence Ave., SW
Room 73311-02
Washington, D.C. 20201
Award recipients shall liquidate all obligations incurred under the award not later than
90 days after the end of the project period and before the final FFR submission. It is
the award recipient's responsibility to reconcile reports submitted to PMS and to CMS.
Failure to reconcile final reports in a timely manner may result in canceled funds.
For additional guidance, please contact your Grants Management Specialist, Vivian Smith.
Payment under this award will be made by the Department of Health and Human
Services, Payment Management System administered by the Division of Payment
Management (DPM), Program Support Center. Draw these funds against your account
that has been established for this purpose. Inquiries regarding payment should be
directed to:
Director, Division of Payment Management
Telephone Number 1 -877- 614 -5533
P. O. Box 6021
Rockville, Maryland 20852
8. Attendance at Meetings and Sharing. It is extremely important for States to share with one
another lessons learned and best practices; as such it is expected that grantees attend CMS
(CCIIO and/or CMCS) grantee meetings or workshops; it is also highly encouraged for
grantees to attend regional or other types of meetings /workshops that would further their
work to establish their Exchanges.
9. Collaborative Responsibilities. Close coordination between the Department of Insurance
and the Medicaid Director is required. Grantees will be expected to show evidence,
including but not limited to, regular communication and meetings, and Memoranda of
Agreement based on business owners of processes, and inclusion in critical milestones.
lo. Consumer Assistance Program (Section 1002). As Exchange grantees engage in
planning and implementation activities around the Core Area of Providing Assistance
to Individuals and Small Businesses, Coverage Appeals, and Complaints, they must
keep in mind that it is not possible to replace CAP grant funding with 1311
funding. The activities must be integral to the Exchange and are subject to the
minimum requirements of Section 1311, not those in Section 1002. Funds applied for
must not supplant other grant funds, or otherwise misuse or misappropriate grant
funds.
11. Basic Health Program. Exchange Establishment Cooperative Agreement funds cannot be
used by the state for the purpose of applying for a waiver of the Exchange requirements. To
the extent that there are Exchange establishment activities that would need to be coordinated
with or overlap with activities undertaken pursuant to sections 1331 and 1332, Establishment
Cooperative Agreement funding could be available for those activities. However, funding
under the Establishment Cooperative Agreements may not be used solely for waiver
activities, the Basic Health Program or investigation of the feasibility of those options.
12. Risk Adjustment. States must seek approval to commence specific tasks associated with
risk adjustment. Please submit plans to carry out tasks related to risk adjustment to your
project officer for review and approval prior to commencing activities.
13. Quality Rating System. Prior to carrying out activities related to Quality, please consult
with your State Officer for technical assistance.
14. Funding the Navigator Program. State Exchange Establishment funds may be used for
functions and/or activities that pertain to the development of a Navigator program. Funds to
support the Navigator program's operations must come from the operational funds of the
State Exchange, not from Section 1311 funds awarded under this cooperative agreement.
15. Acceptance of Application and Terms of Agreement. Initial expenditure of funds by the
Grantee constitutes acceptance of this award.
CONTRACTOR SIGNATURE REQUIRED
SIGNATURE OF AUTHORIZED
TITLE
LCERTIFYI G O CIAL
.JPt7��Y';,6v� CLvtITC�
Please j o print or type name:
ORGANIZATION NAME: (if applicable)
DATE.
-7
�3
-tf �crC,« 1" k
Approved as jo form onl
Jeffaw Co. humutqep Of rice
David Alvarez, Chief t4vil DPA
CONTRACT NO. HBE- 075 -05 Page 8 of 8
10)Except for transactions authorized under
paragraph 6 of these instructions, if a
participant in a covered transaction knowingly
enters into a lower tier covered transaction with
a person who is suspended, debarred,
ineligible, or voluntarily excluded from
participation in this transaction, in addition to
other remedies available to the Federal
Government, HBE may terminate this
transaction for cause or default.
7. CERTIFICATION REGARDING DEBARMENT,
SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS -- PRIMARY
COVERED TRANSACTIONS
1) The prospective contractor certifies to the best
of its knowledge and belief, that it and its
principals:
a) Are not presently debarred, suspended,
proposed for debarment, declared ineligible,
or voluntarily excluded from covered
transactions by any Federa 1df?