HomeMy WebLinkAbout010317_ca03615 Sheridan Street
Port Townsend, WA 98368
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�rt www.JeffersonCountyPublicHealth.org
Public Heald Consent Agenda
November ' B, 2016
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of County Commissioners
Philip Morley, County Administrator
FROM: Vicki Kirkpatrick, Director
Julia Danskin, Community Health Supervisor
DATE:
SUBJECT: Agenda Item —Amendment #1 — WA State Health Care Authority for
Medicaid Administrative Claiming #K1404; January 1, 2017 —
December 31, 2018; fee for service
STATEMENT OF ISSUE:
Jefferson County Public Health, Community Health, is requesting Board approval of Amendment #1— WA
State Health Care Authority for Medicaid Administrative Claiming #K1404; January 1, 2017 —
December 31, 2018; fee for service.
ANALYSIS STRATEGIC GOALS PRO'S and CON'S:
This agreement covers reimbursement for a portion of expenses incurred when performing Medicaid related
administrative activities. The reimbursed activities support the goals and objectives of the state Medicaid
program, and include identifying potential Medicaid clients, providing information about Medicaid to low
income, uninsured, or inadequately insured individuals, facilitating the enrollment of potential clients, and
referral of clients to medical providers for health services. Public Health personnel bill to MAC Quarterly
based on averaging the number of hours for services provided that month.
FISCAL IMPACT/COST BENEFIT ANALYSIS:
Reimbursement for services provided are based on Federal Financial formula that includes County wide
Medicaid Enrollments Rates (MER), JCPH Community Health Clinics MER and at 50% except skilled
Professional Medical Personnel, which is reimbursed at 75%. This revenue is estimated and budgeted in the
2017 Jefferson County Public Health Budget to benefit Community Health.
RECOMMENDATION:
JCPH management request approval of Agreement #1— WA State Health Care Authority for
Medicaid Administrative Claiming #K1404; January 1, 2017 — December 31, 2018; fee for service.
REVIEWED BY:
Philip Morley, C u Administr or
Community Health
Developmental Disabilities
360-385-9400
360-385-9401 (t)
Date
Always working for a safer and healthier community
Environmental Health
Water Quality
360-385-9444
(f) 360-379-4487
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State of Washington Page 1 of 42 HCA Contract No. K1404-1
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Washington StateHCA Contract Number: K1404
Health Care &t CONTRACT Amendment Number: 1
THIS AGREEMENT made by and between Washington State Health Care Authority, hereinafter referred to
as "HCA," and the party whose name appears below, hereinafter referred to as the "Contractor."
CONTRACTOR NAME
CONTRACTOR doing business as (DBA)
Jefferson County Health/Human Services
_
CONTRACTOR ADDRESS
WASHINGTON UNIFORM
BUSINESS IDENTIFIER (UBI)
615 Sheridan
Port Townsend, WA 98368
CONTRACTOR CONTACT
CONTRACTOR
CONTRACTOR E-MAIL ADDRESS
TELEPHONE
Vicki Kirkpatrick
(360) 395-9420
vkirk atrick co. efferson.wa.us
HCA PROGRAM
HCA DIVISION/SECTION
Medicaid Administrative Claiming (MAC)
HCS
HCA CONTACT NAME AND TITLE
HCA CONTACT ADDRESS
Jennifer Inman
PO Box 45506d
Olympia, WA 98504
HCA CONTACT TELEPHONE
HCA CONTACT E-MAIL ADDRESS
1
(360) 725-1738
iennifer.inman&iica.wa- uv
IS THE CONTRACTOR A SUBRECIPIENT FOR PURPOSES OF
CFDA NUMBER(S)
FFATA Form
THIS CONTRACT?
93.778
Required
®YES ❑NO
_❑YES ®NO
CONTRACT START DATE CONTRACT END DATE TOTAL MAXIMUM CONTRACT
AMOUNT
01/01/2017 12/31/2018 No max
PURPOSE OF CONTRACT:
The purpose of this Contract is to support Medicaid related outreach and linkage activities performed by Local Health
Jurisdictions LHJ to Washington State residents who live within its jurisdiction.
ATTACHMENTS/EXHIBITS. When the box below is marked with an X, the following Exhibits/Attachments are attached and
are incorporated into this Contract Amendment by reference:
❑ Exhibit(s) (specify):
® Attachment(s) (specify): Attachment 2 — MAC Coordinator Manual (Incorporated by reference)
® Schedule(s) (specify): Schedule A — Statement of Work
❑ No Exhibits/Attachment
The terms and conditions of this Contract are an integration and representation of the final, entire and exclusive
understanding between the parties superseding and merging all previous agreements, writings, and
communications, oral or otherwise, regarding the subject matter of this Contract. The parties signing below
warrant that they have read and understand this Contract, and have authority to execute this Contract. This
Contract shall be binding on HCA only upon signature by HCA.
CONTRACTOR SIGNATURE PRINTED NAME AND TITLE
DATE SIGNED
HCA SIGNATURE PRINTED NAME AND TITLE
DATE SIGNED
Annette Schuffenhauer, Chief Legal Officer
Division of Leqal Services
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TABLE OF CONTENTS
1
OVERVIEW...............................................................................................................
.4
1.1
PURPOSE.............................................................................................................................4
1.2
STATEMENT OF WORK (SOW).........................................................................................
4
2
SPECIAL TERMS AND CONDITIONS.....................................................................................4
2.1
TERM....................................................................................................................................4
2.2
COMPENSATION AND PAYMENT......................................................................................4
2.3
BILLING AND INVOICE.........................................................................................................5
2.4
CONTRACT MANAGER CONTACT INFORMATION............................................................6
2.5
NOTICES........ ......... ........................................................................................................
6
2.6
ORDER OF PRECEDENCE- ......... .....................................................................................
7
3
GENERAL TERMS AND CONDITIONS...............................................................................
.8
3.1
DEFINITIONS........................................................................................................................8
3.2
ACCESS TO DATA...............................................................................................................9
3.3
ADVANCE PAYMENT PROHIBITED....................................................................................
9
3.4
AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also
referred
to as the "ADA" 28 CFR Part 35..........................................................................................9
3.5
ASSIGNMENT.......................................................................................................................9
3.6
ATTORNEYS' FEES...........................................................................................................10
3.7
CHANGE IN STATUS.........................................................................................................10
3.8
CONFIDENTIAL INFORMATION PROTECTION................................................................
10
3.9
CONFIDENTIAL BREACH - REQUIRED NOTIFICATION..................................................
10
3.10
CONFLICT OF INTEREST..................................................................................................11
3.11
CONFORMANCE................................................................................................................11
3.12
COVENANT AGAINST CONTINGENT FEES.....................................................................11
3.13
DEBARMENT......................................................................................................................11
3.14
DISPUTES..........................................................................................................................12
3.15
FORCE MAJEURE..............................................................................................................12
3.16
GOVERNING LAW..............................................................................................................12
3.17
INDEMNIFICATION.............................................................................................................13
3.18
INDEPENDENT CAPACITY OF THE CONTRACTOR........................................................
13
3.19
INDUSTRIAL INSURANCE COVERAGE............................................................................
13
3.20
INSURANCE.......................................................................................................................13
3.21
LEGAL AND REGULATORY COMPLIANCE.......................................................................
14
3.22
LICENSING, ACCREDITATION AND REGISTRATION......................................................
14
3.23
LIMITATION OF AUTHORITY.............................................................................................
14
3.24
NO THIRD -PARTY BENEFICIARIES..................................................................................
14
3.25
NONDISCRIMINATION.......................................................................................................14
3.26
OVERPAYMENT AND ASSERTION OF LIEN....................................................................
14
3.27
PUBLICITY..........................................................................................................................15
3.28
RECORDS, DOCUMENTS, AND REPORTS......................................................................
15
3.29
REGISTRATION WITH DEPARTMENT OF REVENUE......................................................15
3.30
REMEDIES NON-EXCLUSIVE............................................................................................
15
3.31
RIGHT OF INSPECTION.....................................................................................................15
3.32
RIGHTS IN DATA/COPYRIGHT..........................................................................................15
3.33
SAFEGUARDING OF INFORMATION................................................................................16
3.34
SEVERABILITY...................................................................................................................16
3.35
SITE SECURITY.................................................................................................................16
3.36
SUBCONTRACTING...........................................................................................................17
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3.37 SUBRECIPIENT..................................................................................................................17
3.38 SURVIVABILITY..................................................................................................................18
3.39 SYSTEM SECURITY...........................................................................................................18
3.40 TAXES .......................... .............................................. I ............. .......................................... 19
3.41 TERMINATION....................................................................................................................19
3.42 WAIVER................................................................................................—........................... 22
Schedule A: Statement of Work (SOW)
Schedules
Attachments
Attachment 2 — MAC Coordinator Manual (Incorporated by reference)
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1 OVERVIEW
1.1 PURPOSE
The purpose of this Contract is to support Medicaid related outreach and linkage activities
performed by Local Health Jurisdictions (LHJ) to Washington State residents who live within
its jurisdiction. These activities assist residents who have no or inadequate medical
coverage, and includes explaining the benefits of the Medicaid program, assisting them in
the Medicaid application and renewal processes, and linking them to Medicaid covered
services. This Agreement provides a process for partially reimbursing the Contractor for
allowable and reasonable expenses associated with the time its staff spend performing
Medicaid Administrative Claiming (MAC) activities.
1.2 STATEMENT OF WORK (SOW)
The Contractor shall provide the goods and/or services and staff as described in Schedule
A, Statement of Work.
2 SPECIAL TERMS AND CONDITIONS
2.1 TERM
Subject to its other provisions, the Term under this Contract shall be from January 1, 2017
through December 31, 2018 unless terminated sooner as provided herein.
HCA, at its sole discretion, may extend this Contract for two (2) additional one-year periods
unless terminated sooner as provided herein.
Work performed without a contract or amendment, signed by authorized representative of
both parties, shall be at the sole risk of the Contractor. HCA shall not pay any costs incurred
before a contract or any subsequent amendment is fully executed.
2.2 COMPENSATION AND PAYMENT
Compensation payable to the Contractor for satisfactory performance of the work under this
Agreement will be made on a cost reimbursement basis and shall be based on the following:
2.2.1 There is no maximum consideration payable to the Contractor under the Agreement;
2.2.2 The Federal Financial Participation Rate shall be:
2.2.2.1 50%, except;
2.2.2.2 75% for appropriately documented Skilled Professional Medical Personnel
and appropriately documented Interpreter staff. See Schedule A, Section
9, d and g, and Section 10.
2.2.3 Federal funds disbursed through this Contract were received by HCA through OMB
Catalogue of Federal Domestic Assistance (CFDA) Number: 93.778. Contractor
agrees to comply with applicable rules and regulations associated with these federal
funds and has signed Attachment 1, Federal Compliance, Certification and
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Assurances, attached.
2,2.4 HCA will not issue reimbursement for any quarters where HCA receives credible
evidence or suspected evidence of a system failure that has the potential to impact
the integrity of the reimbursement request. This includes but is not limited to failures
related to the time study, MER calculation, claim calculation, or reconciliation.
2.2.4.1 HCA will pursue corrective action as needed, and will restore payment
after any issues related to the reimbursement request are resolved, and
the requested amount is accurate.
2.3 BILLING AND INVOICE
Contractor shall submit correct invoices to the HCA Contract Manager for all amounts to be
paid by the HCA hereunder.
All invoices submitted must meet with the approval of the Contract Manager or his/her
designee prior to payment, which approval shall not be unreasonably withheld.
Contractor shall only submit invoices for Services or Deliverables as permitted by this
section of the Contract. The Contractor shall not bill the HCA for services performed under
this Contract, and the HCA shall not pay the Contractor if the Contractor is entitled to
payment or has been or will be paid by any other source, including grants, for such
services/deliverables.
Contractor shall submit properly itemized invoices to include the following information, as
applicable:
2.3.1 HCA Contract number K1405;
2.3.2 Contractor name, address, phone number;
2.3.3 Description of Services;
2.3.4 Date(s) of delivery;
2.3.5 Net invoice price for each item;
2.3.6 Applicable taxes;
2.3.7 Total invoice price; and
2.3.8 Payment terms and any available prompt payment discount.
HCA will return incorrect or incomplete invoices, to the Contractor for correction and reissue.
The Contract Number must appear on all invoices, bills of lading, packages, and
correspondence relating to this Contract.
Invoices shall describe and document to the HCA's satisfaction, a description of the work
performed; the progress of the project; and fees. If expenses are invoiced, provide a
detailed breakdown of each type.
Payment shall be considered timely if made by the HCA within thirty (30) days of receipt of
properly completed invoices. Payment shall be sent to the address designated by the
Contractor. (Note: Failure to submit a properly completed IRS form W-9 may result in
delayed payments.)
Upon expiration of the Contract, any claims for payment for costs due and payable under
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this Contract that are incurred prior to the expiration date must be submitted by the
Contractor to HCA within sixty (60) days after the Contract expiration date. Belated claims
shall be paid at the discretion of the HCA and are contingent upon the availability of funds.
The HCA may, in its sole discretion, terminate the Contract or withhold payments claimed by
the Contractor for services rendered if the Contractor fails to satisfactorily comply with any
term or condition of this Contract. HCA will not make advance payments or payments in
anticipation of services or supplies to be provided under this Contract.
Electronic Payment: The State of Washington prefers to utilize electronic payment in its
transactions. Contractor will be expected to register as a statewide vendor. This allows
Contractors to receive payments from all participating state agencies by direct deposit, which
is the State's preferred method of payment. Forms necessary for registration can be
obtained at www.ofm.wa.gov.
2.4 CONTRACT MANAGER CONTACT INFORMATION
The individuals listed below, or their successors shall be the main points of contact for
services provided under this Contract. HCA's Contract Manager or his/her successor is
responsible for monitoring the Contractor's performance and shall be the contact person for
all communications regarding contract performance, deliverables, and invoices. The
Contract Manager has the authority to accept or reject the services provided and if
satisfactory, certify acceptance of each invoice submitted for payment. Notifications
regarding changes to this section must be in writing (e-mail) and maintained in the project
file, but will not require a formal contract amendment.
The Contract Manager for HCA is:
Name: Jennifer Inman
Title:
Program Manager
Address:
PO Box 45506
Olympia, WA 98501
Email:
Jennifer.inman@hca.wa.gov
Phone:
360-725-1738
The Contract Manager for Contractor is:
Name: Vicki Kirkpatrick
Title: Director
Address: 615 Sheridan
Port Townsend, WA 98368
Email: vkirkoatrick(a)co.iefferson.wa.us_
Phone: (360) 395-9420
2.5 NOTICES
Whenever one party is required to give notice to the other under this Contract, it shall be
deemed given if mailed by United States Postal Services, registered or certified mail, return
receipt requested, postage prepaid and addressed as follows:
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2.5.1 In the case of notice to the Contractor, notice will be sent to:
Attention: Vicki Kirkpatrick
Jefferson County Health/Human Services
615 Sheridan
Port Townsend, WA 98368
2.5.2 In the case of notice to HCA, send notice to:
Attention: Contract Administrator
Health Care Authority
Division of Legal Services
Contract Services
PO Box 42702
Olympia, WA 98504-2702
2.5.3 Notices shall be effective on the date delivered, as evidenced by the return receipt or
the date returned to the sender for non-delivery other than for insufficient postage.
2.5.4 Either party may change its address for notification purposes at any time by mailing a
notice in accord with this Section, stating the change and setting for the new address,
which shall be effective on the tenth (10th) day following the effective date of such
notice unless a later date is specified.
2.6 ORDER OF PRECEDENCE
Each of the items listed below is incorporated by reference into this Contract. In the event of
an inconsistency, the inconsistency shall be resolved by giving precedence in the following
order:
• Applicable Federal and State of Washington statutes and regulations;
• Special Terms and Conditions;
• General Terms and Conditions;
• Schedule A — Statement of Work;
• Attachment 1 — Federal Compliance, Certification and Assurances;
Attachment 2 — MAC Coordinator Manual; and
• Any other provision, term or material incorporated herein by reference or otherwise
incorporated.
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3 GENERAL TERMS AND CONDITIONS
3.1 DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth
below:
"Allowable Expense" means an expenditure which meets the test of the appropriate OMB
Circular (see Section I. Federal Compliance of Attachment 1). The most significant factors
affecting allowability of expenses are: 1) they must be necessary and reasonable, 2) they
must be allocable, 3) they must be authorized or not published under state or local laws and
regulations, and 4) they must be documented.
"Authorized representative" means the person in HCA to whom signature authority has been
delegated, in writing, acting within the limits of his/her authority.
"Business Associate" is as defined in 45 CFR, Part 160.103 and includes any entity that
performs or assists in performing a function or activity involving the use/disclosure of
Individually Identifiable Health Information or involving any other function or activity regulated
by HIPAA; or provides legal, accounting, actuarial, consulting, data aggregation,
management, accreditation, or financial service where the services involve Individually
Identifiable Health Information.
"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.
"Confidential Information" means information that may be exempt from disclosure to the
public or other unauthorized persons under chapter 42.56 RCW or chapter 70.02 RCW or
other state or federal statutes. Confidential Information includes, but is not limited to, any
information identifiable to an individual that relates to a natural person's health, finances,
education, business, use or receipt of governmental services, names, addresses, telephone
numbers, social security numbers, driver license numbers, financial profiles, credit card
numbers, financial identifiers and any other identifying numbers, law enforcement records,
HCA source code or object code, or HCA or State security information.
"Contract" means this Contract document, all schedules, exhibits, attachments, and
amendments.
"Contractor" means that firm, provider, organization, individual or other entity performing
services under this Contract. It shall include any subcontractor retained by the prime
contractor as permitted under the terms of this Contract.
"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
a party to this Contract.
"Equipment" means an article of non -expendable, tangible property having a useful life of
more than one year and an acquisition cost of $5,000 or more.
"Health Care Authority"(HCA) means the Washington State Health Care Authority, any
division, section, office, unit or other entity of HCA, or any of the officers or other officials
State of Washington Page 8 of 42 HCA Contract No. K1404-1
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lawfully representing HCA.
"Protected Health Information" has the same meaning as in the HIPAA Rules except that in
this Contract the term includes only information created by any of its contractors, or received
from or on behalf of HCA, and relating to Clients. "PHI" means Protected Health Information.
"Statement of Work" or "SOW" means a detailed description that captures and defines the
work activities, deliverables, and timeline the Contractor is required to perform under this
Contract. SOW is usually incorporated in a contract, indirectly be reference or directly as an
attachment.
"Subrecipient" means a contractor operating a federal or state assistance program receiving
federal funds and having the authority to determine both the services rendered and
disposition of program. See OMB Circular A-133 for additional detail.
"Successor" means any entity or individual which, through amalgamation, consolidation, or
other legal succession becomes invested with rights and assumes burdens of the first
contractor/vendor or any person who succeeds to the office, rights, responsibilities or place
of another.
3.2 ACCESS TO DATA
In compliance with Chapter 39.26 RCW, the Contractor shall provide access to data
generated under this Contract to HCA, the Joint Legislative Audit and Review Committee,
and the State Auditor at no additional cost. This includes access to all information that
supports the findings, conclusions, and recommendations of the Contractor's reports,
including computer models and methodology for those models.
3.3 ADVANCE PAYMENT PROHIBITED
No advance payment shall be made for services furnished by the Contractor pursuant to this
Contract.
3.4 AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also
referred to as the "ADA" 28 CFR Part 35
The Contractor must comply with the ADA, which provides comprehensive civil rights
protection to individuals with disabilities in the areas of employment, public accommodations,
state and local government services, and telecommunications.
3.5 ASSIGNMENT
With the prior written consent of HCA, which consent shall not be unreasonably withheld,
Contractor may assign this Contract including the proceeds hereof, provided that such
assignment shall not operate to relieve Contractor of any of its duties and obligations
hereunder, nor shall such assignment affect any remedies available to HCA that may arise
from any breach of the sections of this Contract, Statements of Work, or warranties made
herein including but not limited to, rights of setoff.
HCA may assign this Contract or Statements of Work to any public agency, commission,
board, or the like, within the political boundaries of the state of Washington, provided that
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such assignment shall not operate to relieve HCA of any of its duties and obligations
hereunder.
3.6 ATTORNEYS' FEES
In the event of litigation or other action brought to enforce contract terms, each party agrees
to bear its own attorney's fees and costs.
3.7 CHANGE IN STATUS
In the event of substantive change in the legal status, organizational structure, or fiscal
reporting responsibility of the Contractor, Contractor agrees to notify the HCA of the change.
Contractor shall provide notice as soon as practicable, but no later than thirty (30) days after
such a change takes effect.
3.8 CONFIDENTIAL INFORMATION PROTECTION
Contractor acknowledges that some of the material and information that may come into its
possession or knowledge in connection with this Contract or its performance may consist of
Confidential Information. Contractor agrees to hold Confidential Information in strictest
confidence and not to make use of Confidential Information for any purpose other than the
performance of this Contract, to release it only to authorized employees or Subcontractors
requiring such information for the purposes of carrying out this Contract, and not to release,
divulge, publish, transfer, sell, disclose, or otherwise make the information known to any
other party without HCA's express written consent or as provided by law. Contractor agrees
to implement physical, electronic, and managerial safeguards to prevent unauthorized
access to Confidential Information.
Contractors that may come into contact with Protected Health Information will be required to
complete a Business Associate agreement, as required by federal or state laws, including
HIPAA, prior to the commencement of any work.
Immediately upon expiration or termination of this Contract, Contractor shall, at HCA's
option: (i) certify to HCA that Contractor has destroyed all Confidential Information; or (ii)
return all Confidential Information to HCA; or (iii) take whatever other steps HCA requires of
Contractor to protect HCA's Confidential Information.
HCA reserves the right to monitor, audit, or investigate the use of Confidential Information
collected, used, or acquired by Contractor through this Contract. Violation of this section by
Contractor or its Subcontractors may result in termination of this Contract and demand for
return of all Confidential Information, monetary damages, or penalties.
The obligations set forth in this Section shall survive completion, cancellation, expiration, or
termination of this Contract.
3.9 CONFIDENTIAL BREACH — REQUIRED NOTIFICATION
Upon a breach or suspected breach of confidentiality, the Contractor shall immediately notify
the HCA Privacy Officer. For the purposes of this Contract, "immediately "shall mean within
one calendar day.
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The Contractor will take steps necessary to mitigate any known harmful effects of such
unauthorized access including, but not limited to, sanctioning employees, notifying subjects,
and taking steps necessary to stop further unauthorized access. The Contractor agrees to
indemnify and hold harmless HCA for any damages related to unauthorized use or
disclosure of Confidential Information by the Contractor, its officers, directors, employees,
Subcontractors or agents.
Any breach of this clause may result in termination of the Contract and the demand for return
of all Confidential Information.
Contractor acknowledges the HCA is subject to chapter 42.56 RCW and that this Contract
and any Work Orders shall be a public record as defined in chapter 42.56 RCW. Any
specific information that is claimed by Contractor to be Proprietary Information must be
clearly identified as such by Contractor. To the extent consistent with chapter 42.56 RCW,
HCA shall maintain the confidentiality of all such information marked Proprietary Information
in their possession. If a public disclosure request is made to view Contractor's Proprietary
Information, HCA will notify Contractor of the request and of the date that such records will
be released to the requester unless Contractor obtains a court order from a court of
competent jurisdiction enjoining that disclosure. If Contractor fails to obtain the court order
enjoining disclosure, HCA will release the requested information on the date specified
3.10 CONFLICT OF INTEREST
HCA may terminate this Contract, by written notice to the Contractor, if it is found, after due
notice and examination, that there is a violation of the Ethics in Public Service Act, Chapter
42.52 RCW, or any other laws regarding ethics in public acquisitions and procurement and
performance of contracts.
In the event this Contract is so terminated, HCA shall be entitled to pursue the same
remedies against the Contractor as it could pursue in the event of a breach of the contract by
the Contractor.
3.11 CONFORMANCE
If any provision of this Contract violates any statute or rule of law of the State of Washington,
it is considered modified to conform to that statute or rule of law.
3.12 COVENANT AGAINST CONTINGENT FEES
The Contractor warrants that no person or selling agent has been employed or retained to
solicit or secure this Contract upon an agreement or understanding for a commission,
percentage, brokerage or contingent fee, excepting bona fide employees or bona fide
established agents maintained by the Contractor for the purpose of securing business. HCA
shall have the right, in the event of breach of this clause by the Contractor, to annul this
Contract without liability or, in its discretion, to deduct from the contract price or
consideration or recover by other means the full amount of such commission, percentage,
brokerage or contingent fee.
3.13 DEBARMENT
The Contractor, by signing this Contract, certifies that the Contractor is not presently
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debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded in
any Washington State or Federal department or agency from participating in transactions
(debarred). The Contractor agrees to include the above requirement in any and all
subcontracts into which it enters, and also agrees that it will not employ debarred individuals.
The Contractor shall immediately notify HCA if, during the term of this Contract, Contractor
becomes debarred. HCA may immediately terminate this Contract by providing Contractor
written notice, if Contractor becomes debarred during the term hereof.
3.14 DISPUTES
The parties shall use their best, good faith efforts to cooperatively resolve disputes and
problems that arise in connection with this Contract. Both parties will continue, without
delay, to carry out their respective responsibilities under this Contract while attempting to
resolve the dispute under this section. When a genuine dispute arises between HCA and
the Contractor regarding the terms of this Contract or the responsibilities imposed herein that
cannot be resolved at the project management level, either party may submit a request for a
dispute resolution to the HCA Contract Administrator who shall oversee the following Dispute
Resolution Process: HCA shall appoint a representative to a dispute panel; the Contractor
shall appoint a representative to the dispute panel; HCA's and Contractor's representatives
shall mutually agree on a third person to chair the dispute panel. The dispute panel shall
thereafter decide the dispute with the majority prevailing.
A party's request for a dispute resolution must:
3.14.1 Be in writing,
3.14.2 State the disputed issues,
3.14.3 State the relative positions of the parties,
3.14.4 State the remedies sought,
3.14.5 State the Contractor's name, address, and his/her department Contract number,
3.14.6 Be mailed to HCA Contracts Office, PO Box 42702, Olympia, WA 98504-2702 within
thirty (30) calendar days after the party could reasonably be expected to have
knowledge of the issue which he/she now disputes.
This dispute resolution process constitutes the sole administrative remedy available under
this Contract. The parties agree that this resolution process shall precede any action in a
judicial and quasi-judicial tribunal.
3.15 FORCE MAJEURE
A party shall not be liable for any failure of or delay in the performance of this Contract for
the period that such failure or delay is due to causes beyond its reasonable control, including
but not limited to: acts of God, war, strikes or labor disputes, embargoes, government orders
or any other force majeure event.
3.16 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 jurisdiction for any action
hereunder shall be exclusively in the Superior Court for the state of Washington and the
venue of any action hereunder shall be in the Superior Court for Thurston County,
Washington.
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3.17 INDEMNIFICATION
Each party shall defend, protect, and hold harmless the other party from and against all
claims, suits, and/or actions arising from any negligent or intentional act or omission of that
party's employees, agents, and/or authorized subcontractor(s) while perfoming this Contract.
3.18 INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this
Contract. The Contractor and his or her employees or agents performing under this Contract
are not employees or agents of HCA. The Contractor will not hold himself/herself out as or
claim to be an officer or employee of HCA or of the State of Washington by reason hereof,
nor will the Contractor make any claim of right, privilege or benefit which would accrue to
such employee under law. Conduct and control of the work will be solely with the
Contractor.
3.19 INDUSTRIAL INSURANCE COVERAGE
Prior to performing work under this Contract, the Contractor shall provide or purchase
industrial insurance coverage for the Contractor's 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. Should the Contractor fail to secure industrial insurance
coverage or fail to pay premiums, as may be required under Title 51 RCW, HCA may deduct
the amount of premiums and any penalties owing from the amount payable to the Contractor
under the Contract and transmit the same to the Department of Labor and Industries,
Division of Insurance Services. This provision does not waive any right under RCW
51.12.050 to collect from the Contractor amounts paid by HCA.
3.20 INSURANCE
The Contractor shall provide insurance coverage as set out in this section. The intent of the
required insurance is to protect the State should there be any claims, suits, actions, costs,
damages or expenses arising from any negligent or intentional act or omission of the
Contractor or subcontractor, or agents of either, while performing under the terms of this
Contract.
The Contractor shall provide insurance coverage that shall be maintained in full force and
effect during the term of this Contract, as follows:
3.20.1 Commercial General Liability Insurance Policy - Provide a Commercial General
Liability Insurance Policy, including contractual liability, in adequate quantity to
protect against legal liability arising out of contract activity but no less than
$1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring
that any subcontractors provide adequate insurance coverage for the activities
arising out of subcontracts.
3.20.2 Business Automobile Liability. In the event that services delivered pursuant to this
Contract involve the use of vehicles, either owned, hired, or non -owned by the
Contractor, automobile liability insurance shall be required covering the risks of bodily
injury (including death) and property damage, including coverage for contractual
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liability. The minimum limit for automobile liability is:
$1,000,000 per occurrence, using a Combined Single Limit for bodily injury and
property damage.
3.20.3 The insurance required shall be issued by an insurance company/ies authorized to
do business within the state of Washington, and shall name HCA and The State of
Washington, its agents and employees as additional insured's under the insurance
policy/ies. All policies shall be primary to any other valid and collectable insurance.
Contractor shall instruct the insurers to give HCA 30 days advance notice of any
insurance cancellation.
Upon request, Contractor shall submit to HCA, a certificate of insurance that outlines the
coverage and limits defined in the Insurance section. If a certificate of insurance is
requested, Contractor shall submit renewal certificates as appropriate during the term of the
contract.
3.21 LEGAL AND REGULATORY COMPLIANCE
During the term of this Contract, Contractor shall comply with all local, state, and federal
licensing, accreditation and registration requirements/standards, necessary for the
performance of this Contract and all other applicable federal, state and local laws, rules, and
regulations.
3.22 LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing,
accreditation and registration requirements/standards, necessary for the performance of this
Contract.
3.23 LIMITATION OF AUTHORITY
Only the HCA Authorized Representative or his/her designee by writing (delegation to be
made prior to action) shall have the express, implied, or apparent authority to alter, amend,
modify, or waive any clause or condition of this Contract. Furthermore, any alteration,
amendment, modification, or waiver or any clause or condition of this Contract is not
effective or binding unless made in writing and signed by the Authorized Representative.
3.24 NO THIRD -PARTY BENEFICIARIES
The HCA and the Contractor are the only parties to this contract. Nothing in this Contract
gives or is intended to give any benefit of this contract to third parties or third persons.
3.25 NONDISCRIMINATION
During the performance of this Contract, the Contractor shall comply with all federal and
state nondiscrimination laws, regulations and policies.
3.26 OVERPAYMENT AND ASSERTION OF LIEN
In the event that overpayments or erroneous payments have been made to the Contractor
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under this Contract, HCA shall provide written notice to Contractor and Contractor shall
refund the full amount to HCA within thirty (30) days of the notice. HCA may secure
repayment, plus interest, if any, through the filing of a lien against the Contractor's real
property, or by requiring the posting of a bond, assignment or deposit, or some other form of
security acceptable to HCA.
3.27 PUBLICITY
The Contractor agrees to submit to HCA all advertising and publicity matters relating to this
Contract wherein HCA's name is mentioned or, in RCA's judgment, the language used may
infer or imply a connection with HCA's name. The Contractor agrees not to publish or use
such advertising and publicity matters without the prior written consent of HCA.
3.28 RECORDS, DOCUMENTS, AND REPORTS
The Contractor shall maintain books, records, documents, magnetic media, receipts,
invoices and other evidence relating to this Contract and the performance of the services
rendered, along with accounting procedures and practices, all of which sufficiently and
properly reflect all direct and indirect costs of any nature expended in the performance of this
Contract. At no additional cost, these records including materials generated under this
Contract, shall be subject at all reasonable times to inspection, review, or audit by HCA, the
Office of the State Auditor, and state and federal officials so authorized by law, rule,
regulation, or agreement. The Contractor shall retain such records for a period of six (6)
years after the date of final payment.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the
records shall be retained until all litigation, claims, or audit findings involving the records
have been resolved.
3.29 REGISTRATION WITH DEPARTMENT OF REVENUE
The Contractor 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.
3.30 REMEDIES NON-EXCLUSIVE
The remedies provided in this Contract shall not be exclusive, but are in addition to all other
remedies available under law.
3.31 RIGHT OF INSPECTION
The Contractor shall provide access to its facilities to HCA, or any of HCA's officers, or to
any other authorized agent or official of the state of Washington or the federal government,
at all reasonable times, in order to monitor and evaluate performance, compliance, and/or
quality assurance under this Contract.
3.32 RIGHTS IN DATA/COPYRIGHT
Unless otherwise provided, all materials produced exclusively under this Contract shall be
considered "works for hire" as defined by the U.S. Copyright Act and shall be owned by
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HCA. HCA shall be considered the author of such Materials. In the event the Materials are
not considered "works for hire" under the U.S. Copyright laws, Contractor hereby irrevocably
assigns all right, title, and interest in Materials, including all intellectual property rights, to
HCA effective from the moment of creation of such Materials.
Materials means all items in any format and includes, but is not limited to, data, reports,
documents, pamphlets, advertisements, books, magazines, surveys, studies, computer
programs, films, tapes, and/or sound reproductions that derive exclusively from the
Contractor's work under this Contract. Ownership includes the right to copyright, patent,
register and the ability to transfer these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing
materials not produced under the Contract, Contractor hereby grants to HCA a nonexclusive,
royalty -free, irrevocable license (with rights to sublicense others) in such Materials to
translate, reproduce, distribute, prepare derivative works, publicly perform, and publicly
display. The Contractor warrants and represents that Contractor has all rights and
permissions, including intellectual property rights, moral rights and rights of publicity,
necessary to grant such a license to HCA.
The Contractor shall exert all reasonable effort to advise HCA, at the time of delivery of
Materials furnished under this Contract, of all known or potential invasions of privacy
contained therein and of any portion of such document which was not produced in the
performance of this Contract. HCA shall receive prompt written notice of each notice or claim
of copyright infringement received by the Contractor with respect to any data delivered under
this Contract. HCA shall have the right to modify or remove any restrictive markings placed
upon the data by the Contractor.
3.33 SAFEGUARDING OF INFORMATION
The use or disclosure by any party, of any information concerning HCA, for any purpose not
directly connected with the administration of HCA's or the Contractor's responsibilities with
respect to services provided under this Contract, is prohibited except by written consent of
HCA.
3.34 SEVERABILITY
If any provision of this Contract, or the application thereof to any person(s) or circumstances
is held invalid, such invalidity shall not affect the other provisions or applications of this
Contract that can be given effect without the invalid provision, and to this end the provisions
or application of this Contract are declared severable.
3.35 SITE SECURITY
While on HCA premises, Contractor, its agents, employees, or subcontractors shall conform
in all respects with physical, fire or other security policies or regulations. Failure to comply
with these regulations may be grounds for revoking or suspending security access to these
facilities. HCA reserves the right and authority to immediately revoke security access to
Contractor staff for any real or threatened breach of this provision. Upon reassignment or
termination of any Contractor staff, Contractor agrees to promptly notify HCA.
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3.36 SUBCONTRACTING
Neither the Contractor, nor any Subcontractors, shall enter into subcontracts for any of the
work contemplated under this Contract without prior written approval of HCA. In no event
shall the existence of the subcontract operate to release or reduce the liability of the
Contractor to HCA for any breach in the performance of the Contractor's duties.
Additionally, the Contractor is responsible for ensuring that all terms, conditions, assurances
and certifications set forth in this Contract are included in any subcontracts. Contractor and
its subcontractors agree not to release, divulge, publish, transfer, sell or otherwise make
known to unauthorized persons confidential information without the express written consent
of HCA or as provided by law.
If, at any time during the progress of the work, the HCA determines in its sole judgment that
any subcontractor is incompetent or undesirable, the HCA shall notify the Contractor, and
the Contractor shall take immediate steps to terminate the subcontractor's involvement in the
work.
The rejection or approval by the HCA of any subcontractor or the termination of a
subcontractor shall not relieve the Contractor of any of its responsibilities under the Contract,
nor be the basis for additional charges to the HCA.
The HCA has no contractual obligations to any subcontractor or vendor under contract to the
Contractor. The Contractor is fully responsible for all contractual obligations, financial or
otherwise, to their subcontractors.
The Contractor is prohibited from entering into subrecipient subcontracts for the purpose of
participating in the MAC program.
3.37 SUBRECIPIENT
3.37.1 General
If the Contractor is a sub -recipient of federal awards as defined by Office of
Management and Budget (OMB) Circular A-133 and this Contract, the Contractor
shall:
3.37.1.1 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;
3.37.1.2 Maintain internal controls that provide reasonable assurance that the
Contractor 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;
3.37.1.3 Prepare appropriate financial statements, including a schedule of
expenditures of federal awards;
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3.37.1.4 Incorporate OMB Circular A-133 audit requirements into all agreements
between the Contractor and its Subcontractors who are sub -recipients;
3.37.1.5 Comply with any future amendments to OMB Circular A-133 and any
successor or replacement Circular or regulation;
3.37.1.6 Comply with the applicable requirements of OMB Circular A-87 and any
future amendments to OMB Circular A-87, and any successor or
replacement Circular or regulation; and
3.37.1.7 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 htt ://o' ovtabout/offices/ocr.htfn for additional information
and access to the aforementioned Federal laws and regulations.)
3.37.2 Single Audit Act Compliance
If the Contractor is a sub -recipient and expends $500,000 or more in federal awards
from any and/or all sources in any fiscal year, the Contractor shall procure and pay
for a single audit or a program -specific audit for that fiscal year. Upon completion of
each audit, the Contractor shall:
3.37.2.1 Submit to the Authority 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;
3.37.2.2 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."
3.37.3 Overpayments
If it is determined by the Authority, or during the course of a required audit, that the
Contractor has been paid unallowable costs under this or any Program Agreement,
the Authority may require the Contractor to reimburse the Authority in accordance
with OMB Circular A-87.
3.38 SURVIVABILITY
The terms and conditions contained in this Contract, which by their sense and context are
intended to survive the completion, cancellation, termination, or expiration of the Contract,
shall survive.
3.39 SYSTEM SECURITY
Contractor agrees not to attach any Contractor -supplied computers, peripherals or software
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to the HCA Network without prior written authorization from HCA's Information Systems
Manager. Contractor -supplied computer equipment, including both hardware and software,
must be reviewed by the HCA Information Services prior to being connected to any HCA
network connection and that it must have up to date anti-virus software and personal firewall
software installed and activated on it.
Unauthorized access to HCA networks and systems is a violation of HCA Policy 06-03 and
constitutes computer trespass in the first degree pursuant to RCW 9A.52.110. Violation of
any of these laws or policies could result in termination of the contract and other penalties.
3.40 TAXES
Unless otherwise indicated, HCA will pay sales and use taxes, if any, imposed on the
services acquired hereunder. Contractor must pay all other taxes including, but not limited
to, Washington Business and Occupation Tax, other taxes based on Contractor's income or
gross receipts, or personal property taxes levied or assessed on Contractor's personal
property. HCA, as an agency of Washington State government, is exempt from property tax.
3.41 TERMINATION
3.41.1 TERMINATION FOR CAUSE
In the event the Contractor violates any material term or condition of this Contract or
any Work Order, or fails to fulfill in a timely and proper manner its material obligations
under this Contract or any Work Order, as applicable, or fails to comply with the
conditions of this Contract in a timely manner, HCA has the right to suspend or
terminate this Contract. HCA shall notify the Contractor, in writing, of the need to
take corrective action. If corrective action is not taken within three (3) days, or other
time period agreed to in writing, the Contract may be terminated. HCA reserves the
right to suspend all or part of the Contract, withhold further payments, or prohibit the
Contractor from incurring additional obligations of funds during investigation of the
alleged compliance breach and pending corrective action by the Contractor or a
decision by HCA to terminate the Contract.
In the event of termination, the Contractor shall be liable for damages as authorized
by law including, but not limited to, any cost difference between the original Contract
and the replacement or cover Contract and all administrative costs directly related to
the replacement Contract, e.g., cost of the competitive bidding, mailing, advertising,
and staff time. If it is determined that the Contractor: (i) was not in default, or (ii)
failure to perform was outside of his or her control, fault or negligence, the
termination shall be deemed a "Termination for Convenience" and the provisions of
Subsection 3.41.3 will apply.
3.41.2 TERMINATION DUE TO CHANGE IN FUNDING, SUSPENSION OR CONTRACT
RENOGTIATION
If the funds HCA relied upon to establish this Contract are withdrawn, reduced or
limited, or if additional or modified conditions are placed on such funding, after the
effective date of this contract but prior to the normal completion of this Contract:
3.41.2.1
At HCA's discretion, the Contract may be renegotiated under the revised
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funding conditions.
3.41.2.2 At HCA's discretion, HCA may give notice to Contractor to suspend
performance when HCA determines that there is reasonable likelihood
that the funding insufficiency may be resolved in a timeframe that would
allow Contractor's performance to be resumed prior to the normal
completion date of this contract.
3.41.2.2.1 During the period of suspension of performance, each party
will inform the other of any conditions that may reasonably
affect the potential for resumption of performance.
3.41.2.2.2 When HCA determines that the funding insufficiency is
resolved, it will give Contractor written notice to resume
performance. Upon the receipt of this notice, Contractor will
provide written notice to HCA informing HCA whether it can
resume performance and, if so, the date of resumption. For
purposes of this subsection, "written notice" may include
email.
3.41.2.2.3 If the Contractor's proposed resumption date is not
acceptable to HCA and an acceptable date cannot be
negotiated, HCA may terminate the Contract by giving
written notice to Contractor. The parties agree that the
Contract will be terminated retroactive to the date of the
notice of suspension. HCA shall be liable only for payment
in accordance with the terms of this Contract for services
rendered prior to the retroactive date of termination.
3.41.2.3 HCA may immediately terminate this Contract by providing written notice
to the Contractor. The termination shall be effective on the date specified
in the termination notice. HCA shall be liable only for payment in
accordance with the terms of this Contract for services rendered prior to
the effective date of termination. No penalty shall accrue to HCA in the
event the termination option in this section is exercised.
3.41.3 TERMINATION FOR CONVENIENCE
When, at HCA's sole discretion, it is in the best interest of the State, HCA may
terminate this Contract in whole or in part by providing ten (10) Business Day's
notice. If this Contract is so terminated, HCA shall be liable only for payment in
accordance with the terms of this Contract for services rendered prior to the effective
date of termination.
The Contractor, at their discretion, may terminate this Contract in whole or in part by
providing fifteen (15) Business Day's written notice to HCA before the beginning of
the next calendar quarter.
3.41.4 TERMINATION PROCEDURES
Upon termination of this Contract, HCA, in addition to any other rights provided in this
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Contract or available under law, may require the Contractor to deliver to HCA any
property specifically produced or acquired for the performance of such part of this
Contract as has been terminated.
HCA shall pay to the Contractor the agreed upon price, if separately stated, for
completed work and service accepted by HCA and the amount agreed upon by the
Contractor and HCA for (i) completed work and services for which no separate price
is stated; (ii) partially completed work and services; (iii) other property or services
which are accepted by HCA; and (iv) the protection and preservation of property,
unless the termination is for default, in which case the HCA shall determine the
extent of the liability. Failure to agree with such determination shall be a dispute
within the meaning of the "Disputes" clause of this Contract. HCA may withhold from
any amounts due the Contractor such sum as HCA determines to be necessary to
protect HCA against potential loss or liability.
Upon receipt of notice of termination, and except as otherwise directed by the HCA,
the Contractor shall:
3.41.4.1 Stop work under the Contract on the date, and to the extent specified in
the notice;
3.41.4.2 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 the Contract that is not terminated;
3.41.4.3 Assign to HCA, in the manner, at the times, and to the extent directed by
HCA, all the rights, title, and interest of the Contractor under the orders
and subcontracts so terminated; in which case HCA has the right, at its
discretion, to settle or pay any or all claims arising out of the termination of
such orders and subcontracts;
3.41.4.4 Settle all outstanding liabilities and all claims arising out of such
termination of orders and subcontracts, with the approval or ratification of
HCA to the extent HCA may require, which approval or ratification shall be
final for all the purposes of this clause;
3.41.4.5 Transfer title to HCA and deliver in the manner, at the times, and to the
extent directed by HCA any property which, if the Contract has been
completed, would have been required to be furnished to HCA;
3.41.4.6 Complete performance of such part of the work as shall not have been
terminated by HCA; and
3.41.4.7 Take such action as may be necessary, or as HCA may direct, for the
protection and preservation of the property related to this Contract which
is in the possession of the Contractor and in which HCA has or may
acquire an interest.
3.41.5 TERMINATION FOR WITHDRAWAL OF AUTHORITY
In the event that the authority of HCA to perform any of its duties is withdrawn,
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reduced, or limited in any way after the commencement of this Contract and prior to
normal completion, HCA may terminate this Contract in whole or in part, under
Section 3.41.3 of this Contract. No penalty will accrue to HCA in the event this
section is exercised. This Section shall not be construed so as to permit HCA to
terminate this Contract in order to acquire similar Services from a third party.
3.42 WAIVER
Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver
of breach of any provision of this Contract shall not be deemed to be a waiver of any other or
subsequent breach and shall not be construed to be a modification of the terms of this
Contract unless stated to be such in writing signed by HCA and attached to the original
Contract.
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SCHEDULE A
STATEMENT OF WORK
Definitions specific to this Agreement. The words and phrases listed below, as used in this
Agreement, shall each have the following definitions:
a) "A19 -1A" or "A19" means the State of Washington Invoice Voucher used by
contractors and vendors to submit claims for payment in return for goods and/or
services provided to HCA or its Clients.
b) "Activity Code" or "Code" means the code assigned to the daily activities performed by
Contractor staff in order to identify the percentage of time spent on any given activity.
c) "Administrative Fee" means the dollar amount charged to the Contractor by HCA
based on a percentage of each Contractor's billing for Federal Financial Participation
claimed at the federally approved match rate, to offset HCA's costs incurred in
administering this Agreement.
d) "Allocated" or "Allocated Cost" means an Operating Expense that is Allocated across
more than one cost pool.
e) "Budgeting, Accounting and Reporting System" or "BARS" or "BARS manual" The
BARS Manual prescribes accounting and reporting for local governments in
accordance with RCW 43.09.200 and found at this website
hftp-,//www.sao.wa.,qov/local/BarsManual/Pages/BarsManual GAAP.as x#.VY3K 03b
Lcs.
f) "Billing Quarter" means a calendar quarter consisting of three (3) consecutive calendar
months beginning with the first date of the calendar quarter during which this
Agreement starts. The Contractor shall use Billing Quarters as the time periods for
which claims for Federal Financial Participation are made.
g) "Centers for Medicare and Medicaid Services" or "CMS" means the federal office
under the United States Department of Health and Human Services responsible for the
administration of the Medicare, Medicaid and Children's Health Insurance Program.
h) "Centers for Medicare and Medicaid Services School -Based Administrative Claiming
Guide" or "CMS Guide" or "Guide" means the document issued by CMS in 2003 and
any supplements, amendments or successor; incorporated herein by reference which
provides guidance to States for developing and managing Medicaid Administrative
Claiming programs.
i) "Certified Public Expenditure" or "CPE" means the sources of funds certified as actual
expenditures by a local or public governmental entity and used as the State share in
order to receive federal matching Medicaid funds, or Federal Financial Participation
(FFP).
j) "CPE Local Match Certification" means HCA's form the Contractor must submit with
each quarterly invoice to report the source of funds certified as public expenditures
and therefore eligible to be used as match for the MAC program.
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k) "Claiming unit" means the individual contractor eligible to submit a claim for
reimbursement to HCA, and includes all of its subunits
1) "Client" means an individual served within budget unit or cost center of the Contractor.
m) "Cognizant Agency' means the single agency representing all others in dealing with
grantees in common areas and who reviews and approves grantees' indirect cost
rates. OMB published a list of Cognizant Agency assignments for some State
agencies, cities and counties on January 6, 1986 (51 FR 552). The Cognizant Agency
for governmental units not on that list is the one that provides the most grant funds to
the entity.
n) "Coordinator Manual" or "Manual" means the HCA document or its successor including
any updates, that describes how the Contractor must manage their MAC program and
provides program guidance.
o) "Corrective Action Plan" or "Corrective Action" means the written description of the
plan the Contractor will complete in order to correct any finding or deficiency as
identified by HCA or government entity.
p) Cost Allocation Plan or CAP means the HCA document that describes the
allocation methodology that includes a description of the procedures HCA will use to
identify and measure costs for a MAC program and must be approved by CMS.
q) "Data" means the information that is disclosed or exchanged as described in the CAP,
manual or this Agreement.
r) "Direct Charge Method" means the method of accounting for Direct Costs without a
step-down allocation for single funding sources expenses wholly attributed to the MAC
program.
s) "Direct Cost" means an Operating Expense that is wholly attributable to the MAC
program and is not included in an Indirect Cost Rate. Direct costs must be a single
cost objective, and must be certified quarterly.
t) "Direct Medical Service" means the provision of a medical, dental, vision, mental
health, family planning, pharmacy, substance abuse or a Medicaid covered service
and all related activities, administrative or otherwise, that are integral to, or an
extension of the healthcare service."
u) "Eligible Staff' or "Participant" or "RMTS Participant" means an employee of the
Contractor that is in compliance with all federal, state, and HCA regulations including
this agreement, the CAP, the manual, CMS guidance and any other requirements for
participation in the Medicaid Administrative Claiming program and whose costs are
eligible for claiming their staff time costs for conducting Medicaid Administrative
Claiming activities.
v) "Federal Financial Participation" or "FFP" means the federal payment (or federal
"match") that is available at a rate of 50% for amounts expended by a state "as found
necessary by the Secretary for the proper and efficient administration of the state plan"
per 42 Code of Federal Regulations (CFR § 433.15(b)(7). An enhanced FFP rate of
seventy five percent (75%) is available for certain SPMP or interpretation
administrative costs. Only permissible, non-federal funding sources are allowed to be
used as the state match for FFP.
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w) "Fiscal Coordinator" means an employee(s) of the Contractor who is assigned to be
the liaison between HCA and the Contractor for the accounting purposes of this
Agreement. The contractor may assign the fiscal and RMTS coordinator roles to the
same staff if desired.
x) "Indirect Cost" means an Operating Expense that is Allocated across more than one
program. Indirect costs are only allowable for FFP reimbursement by the application of
an Indirect Cost Rate submitted to the Contractor's Cognizant Agency. The indirect
cost must be certified by the Contractor annually using the HCA Certificate of Indirect
Costs form.
y) "Integral Activity" or "Extension Activity" means an activity that is necessary for or
incidental to the provision of a direct medical service.
z) "MAC Activity" or "Allowable Activity" or "Reimbursable Activity" or "Claimable Activity"
means an activity that is administrative in nature, and necessary for the proper and
efficient administration for the Medicaid state plan which must be in compliance as
described in applicable federal, state, HCA and CMS Regulations, the CAP, Manual,
and this Agreement.
aa) "Manual" or "Coordinator Manual" means the document that describes how the
Contractor must implement the CAP locally and includes detailed instructions for
implementing and monitoring the MAC program at the local level. The Manual is
incorporated into this Agreement by reference.
bb) "Medicaid Administrative Claiming" or "MAC" means the program within title XIX of the
Social Security Act (the Act) authorizing federal grants to states for a proportion of
expenditures for medical assistance under the approved Medicaid state plan, and for
expenditures necessary for administration of the state plan. This joint federal -state
financing of expenditures is described in section 1903(a) of the Act, which sets forth
the rates of federal financing for different types of expenditures. In order for Medicaid
administrative expenditures to be claimed for federal matching funds an allocation
methodology must appear in the state's approved Public Assistance Cost Allocation
Plan (42 CFR § 433.34) and be described in detail in a MAC CAP.
cc) "Medicaid Administrative Claiming Program Specialist" means the HCA employee
assigned responsibility for oversight and monitoring of the Contractor's MAC program
and claiming and identified as the point of contact on this Agreement.
dd) "Medicaid Eligibility Rate" or "MER" means the proportional share of Medicaid
individuals to the total number of individuals in the target population (Contractor's
jurisdiction) as defined in the CAP, manual and this Agreement.
ee) "Medicaid Outreach Unit" means the unit within HCA's Health Care Services division
that administers and monitors Washington State's MAC program.
ff) "National Institutional Reimbursement Team (NIRT)" means the group of individuals
comprised from both the CMS central office and regional offices who are responsible
for providing technical assistance to the states on Medicaid institutional reimbursement
issues and the development and promulgation of all Medicaid institutional
reimbursement regulations and policies including review and approval of donated
funds certified as public expenditures (CPE).
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gg) "Operating Expense" means those costs incurred by the Contractor to perform
business activities and includes both Direct Costs and Indirect Costs. Only operating
expenses necessary to operate the Contractor's MAC program are allowable for FFP
reimbursement.
hh) "Potential Medicaid Client" means a Washington resident who may be determined by
HCA to meet the eligibility criteria for enrollment in Medicaid.
ii) "Random Moment Time Study (RMTS)" or "System" or "Time Study" means an
electronic System that quantifies the daily activities of eligible time study Participants
through a statistically valid sampling methodology and allocates allowable participant
costs to the MAC program. The System calculates the amount of FFP reimbursement
based on the Contractors RMTS results, staff costs, MER, costs and other applicable
calculations as described in the CAP, manual and this Agreement.
jj) "Regulation" means any federal, state, or local Regulation, rule, or ordinance.
kk) "RMTS Consortium" "RMTS Consortia" or "Consortium" or "Consortia" means a group
of Contractors who have organized together based on similar duties their staff perform,
organizational structure, type of programs, scope of work, or regional working
relationships and will participate in a single time study together in order to achieve
statistical validity.
II) "RMTS Coordinator" means an employee(s) of the Contractor who is assigned to be
the time study liaison between HCA and the Contractor for purposes of this
Agreement. The contractor may assign the fiscal and RMTS coordinator roles to the
same staff if desired.
mm) "Skilled Professional Medical Personnel" or "SPMP" means an individual who has
completed a two -or -more -year program leading to an academic degree or certificate in
a medically related profession, demonstrated by possession of a medical license,
certificate or other document issued by a recognized National or State medical
licensure or certifying organization or a degree in a medical field issued by a college or
university certified by a professional medical organization.
nn) "State Fiscal Year" means a twelve-month period beginning on July 1 st of one
calendar year and ending on June 30th of the following calendar year.
oo) "State Medicaid Plan" means the comprehensive written commitment by HCA,
submitted under 1902(a) of the Social Security Act and approved by the Centers for
Medicare and Medicaid Services, to administer or supervise administration of a
Medicaid program in accordance with Federal and state requirements.
pp) "Subcontract" means any separate agreement or contract between the Contractor and
an individual third party or entity ("Subcontractor") to perform all or a portion of the
duties and obligations that the Contractor is obligated to perform pursuant to this
Contract.
qq) "Subunit" means individual cost centers or budget units within a claiming unit (LHJ)
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2. GENERAL
The Contractor shall provide services and deliverables, and otherwise do all things
necessary for or incidental to the performance of work as set forth below. The Contractor
must:
a) Provide the necessary staff to perform the allowable MAC activities described in the
Cost Allocation Plan (CAP), and perform the work necessary to ensure all applicable
laws, regulations and guidelines specific to the MAC program and this Agreement are in
compliance including, but not limited to:
i) Code of Federal Regulation (CFR) Title 42 and Title 45.
ii) 1903(w)(6)(A) of the Social Security Act.
iii) Medicaid School -Based Administrative Claiming Guide May 2003.
iv) Revised Code of Washington (RQW).
v) Washington Administrative Code WAC).
vi) The MAC Coordinator Manual.
vii) OMB 2 CFR 225 Cost Principles for State, Local, and Indian Tribal Governments.
viii) OMB Circular A-133 and Compliance Supplement.
ix) Washin ton State Medicaid flan.
x) Secretary of State (SOS) records retention schedule.
b) Maintain documentation to support each administrative claim submitted to HCA for
reimbursement as required by federal, state, HCA and CMS Regulations, the CAP, the
Manual and this Agreement. The documentation must be sufficiently detailed in order to
determine whether the activities are necessary for the proper and efficient administration
of the Medicaid State Plan and support the appropriateness of the administrative claim.
The Contractor must:
i) Maintain all documentation related to staff participation in the RMTS according to
section 1902(a)(4) of the Act and 42 CFR § 431.17; see also 45 CFR § 74.53 and 42
CFR § 433.32(a) (requiring source documentation to support accounting records)
and 45 CFR § 74.20 and 42 CFR § 433.32(b and c) (retention period for records)
and as described in the Medicaid School -Based Administrative Claiming Guide May
2003;
ii) Maintain all documentation related to MAC claiming, according to section 1902(a)(4)
of the Act and 42 CFR § 431.17; see also 45 CFR § 74.53 and 42 CFR § 433.32(a)
(requiring source documentation to support accounting records) and 45 CFR § 74.20
and 42 CFR § 433.32(b and c) (retention period for records) and as described in
Medicaid School -Based Administrative Claiming Guide May 2003;
iii) Comply with the SOS records retention schedule;
iv) Assure all documentation is immediately accessible and available, is in a useful and
readable format, and is stored electronically within the System at every opportunity
as determined by HCA;
v) Provide any and all information and documentation requested by HCA within thirty
(30) calendar days, or within a written, mutually agreed upon time frame; and
vi) Submit any audit related to its MAC program to HCA within thirty (30) calendar days
of receipt of the final report. This includes but is not limited to SAO Audits, OMB
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Circular A-133 and Compliance Supplement Audits, Federal Reviews or Federal
Audits. The Contractor must provide to HCA, any corrective action related to MAC
findings and questioned costs within thirty (30) calendar days of submission.
c) Abide by all roles, responsibilities, limitations, restrictions, and documentation
requirements including but not limited to those described in the CAP, Manual, and this
Agreement.
3. RESPONSIBILITIES
a) Contractor:
The Contractor is responsible for monitoring its MAC program to ensure compliance
with all applicable laws, regulations and guidelines specific to the MAC program as
described in this Agreement and comply with all roles, responsibilities, limitations,
restrictions, and documentation requirements described in the CAP, Manual, associated
federal and state regulations, and this Agreement that include, but are not limited to, the
following. Only expenses that are reasonable, allowable, and in compliance with
Appendix A of 2 CFR 25 are permitted for reimbursement. HCA expects the MAC
program to be managed similarly to other federal awards and expects the RMTS and
Fiscal coordinators to report to, or work closely, with an administrator assigned oversight
authority of the LHJ regarding the MAC program. The Contractor must:
i) Only include LHJ staff in the claimed reimbursement (through the RMTS or direct
charge method) who are eligible to participate. The Contractor is prohibited from
including any staff in the RMTS or the claimed reimbursement unless their job
positions comply with the criteria described in the CAP, the Manual and this
Agreement. Staff who may be eligible to be included in the RMTS or claimed
reimbursement must:
(1) Not be included in another MAC time study or reimbursement claim;
(2) Be direct or contracted staff of the Contractor (legal entity contracted with
HCA);
(3) Be reasonably expected to perform MAC related activities;
(4) Have all federal dollars appropriately off -set;
(5) Not be included in the calculation of an indirect cost rate that is used to
calculate FFP reimbursement;
(6) Not include any Federally Qualified Health Clinic (FQHC) staff (or expenses)
whose costs are included in the FQHC cost report;
(7) Be job positions that fit within these job categories: nurses, other medical
professionals, other professional classifications, community outreach and
linkage classifications, manager/supervisor/administrator classifications, or
administrative support classifications; and
ii) Designate staff for each of the following roles: RMTS Coordinator and Fiscal
Coordinator to be responsible for daily oversight and management of the
Contractor's MAC program;
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(1) The RMTS and Fiscal Coordinator roles may be assumed by one individual if
desired.
(2) The Contractor must submit contact information to the HCA Contract
Manager for each coordinator, including their assigned role, name, telephone
number, fax number, email, and address prior to participation in the MAC
program, within seven (7) calendar days of the change.
(3) The Coordinators must participate in the monthly statewide coordinator
conference calls.
(4) The Coordinators must participate in any scheduled RMTS consortium
conference calls.
(5) The Coordinators must ensure federal, state, and HCA MAC policies are
implemented.
(6) The Contractor must ensure the Coordinators accurately perform all
responsibilities listed in the CAP, Manual, and this Agreement.
iii) Certify all data entered into the System is true and accurate, and based on actual
expenditures incurred during the period of performance of the invoice. This
certification must be maintained within the System. This includes, but is not limited
to: calendaring, Staff/Participant lists, salary and benefits, direct charges or other
claimed costs, indirect rate, MER and any other data used to generate a claim to
HCA for reimbursement;
iv) Verify all data that is determined necessary to be stored electronically within the
System or other associated websites, or databases as described in the CAP,
Manual and this Agreement is physically entered and stored according to the SOS
Retention Schedule. This data includes, but is not limited to: calendaring,
Staff/Participant lists, salary and benefits, direct charges or other claimed costs,
indirect rate, MER and any other data used to generate a claim to HCA for
reimbursement;
v) Prepare an annual MER proposal to include the MER calculation and formula, the
data sources used to determine the MER, the data collection process, the
Contractor's monitoring process to ensure accuracy of the MER and any other
relevant information;
(1) The proposal must be submitted to HCA no later than December first of each
year
(2) The proposal must be updated and re -submitted if the data source or
collection, calculations, or monitoring changes thirty (30) calendar days prior
to the change.
vi) Submit a quarterly MER certification with each invoice validating the accuracy of
the MER (this certification may be maintained in the System);
vii) Submit a quarterly CPE certification identifying the revenue account codes as
found in the BARS manual with each invoice validating the accuracy of the CPE;
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viii) Submit an annual certificate of indirect costs that certifies the accuracy of indirect
cost rate proposal submitted to its Cognizant Agency;
ix) Certify the accuracy of all data used to determine a quarterly MAC reimbursement
by signing the A19 by an authorized representative. This certification extends to all
RMTS data and financial data;
x) Complete a one hundred percent (100%) initial code review of all RMTS moments
to ensure the code and narrative correlate, within forty five (45) calendar days after
the end of the quarter;
(1) Finalize and certify the accuracy of the 10% quality assurance review within 10
(ten) calendar days;
A) Monitor the RMTS non response rate and identify any deficiencies in staff
responses. Corrective action must:
(1) Be implemented within ten (10) calendar days; and
(2) Be documented and available to HCA upon request.
xii) Use a System that is statistically valid and in compliance with all state, and federal
laws and Regulations whether through a third -party or other means as stated in the
CAP;
xiii) Not participate in a time study or claiming process for the HCA MAC program with
any entity that does not have an executed agreement with HCA.
xiv) Not participate in an RMTS consortium without prior written approval from HCA;
(1) If identified as a Lead Agency for the RMTS Consortium, the Contractor must
perform the Lead Agency duties described in the CAP and Manual and
participate in the current statewide LHJ Steering Committee.
xv) Ensure all interpreter staff have been tested and certified by Washington State
Department of Social and Health Services (DSHS) as defined by DSHS;
(1) The Contractor is prohibited from claiming the enhanced seventy five percent
(75%) rate for any interpretation activities unless the staff has been certified
by DSHS;
(2) The Contractor is prohibited from claiming the enhanced seventy five percent
(75%) rate for any interpretation activities unless MAC activities performed is
part of the staffs assigned job duties; and
(3) The Contractor is prohibited from claiming the enhanced seventy five percent
(75%) rate unless an allowable MAC activity was performed on behalf of
children under twenty one (21).
xvi) Ensure all Coordinators and Participants have completed and have certified their
understanding of the training prior to participating in the MAC program, and
annually thereafter. The Contractor is prohibited from allowing any staff to
participate in the program unless they have completed and have certified their
understanding of the training. The Contractor must:
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(1) Ensure all Coordinators receive HCA approved training prior to participation;
(2) Ensure all Participants certify completion of the online training before
performing any duties within the System or participating in the RMTS;
(3) Ensure all Participants fully understand each activity code and how to answer
moments according to what activity they are doing exactly at the sampled
moment;
(4) Train all Participants to maintain proper documentation for MAC related
activities;
(5) Only use training materials that have been approved in writing by HCA; and
(6) Track the completion and certification of training within the System, and
records of such tracking must be available upon request by HCA.
xvii) Comply with all HCA revisions and RMTS/claiming requirements as described in
the Manual;
xviii) Only use the Activity Codes (or their successor) in the Manual as approved by
HCA, for participation in MAC and are responsible for ensuring all Participating
Staff understand each code.
b) Health Care Authority
HCA is responsible for performing oversight of the Contractor's MAC program to
ensure the effective administration of the MAC program and complying with all roles,
responsibilities, limitations, restrictions, and documentation requirements described in
the CAP, Manual, and this Agreement includes, but is not limited to, the following. HCA
must:
i) Maintain oversight of the Contractor's MAC program and monitoring activities
including review of all components of the time study, claiming, training, or anything
MAC related. The Contractor is required to monitor its own MAC program to ensure
compliance with all applicable Regulations and facilitating HCA's oversight of the
program;
ii) Direct the MAC activities reimbursable at the enhanced seventy five percent (75%)
rate for all Skilled Professional Medical Personnel (SPMP) participating in the
Contractor's MAC program. The Contractor is prohibited from claiming the
enhanced rate for any SPMP activities without express, written approval from HCA,
see section 9 below;
iii) Review the Contractor's monitoring activities to ensure monitoring is occurring and
any identified issues are addressed as deemed appropriate by HCA. This includes,
but is not limited to, review of time study responses, accuracy of coding,
appropriateness of code changes, sufficiency of backup documentation, non-
response rates;
iv) Verify the Contractor has entered all necessary data into the System and verify all
data entered was certified by the Contractor as accurate;
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v) Review all claimed costs prior to issuing reimbursement to ensure they are
allowable, reasonable, and are supported by documentation that is sufficiently
detailed to permit HCA, CMS, or others to determine whether the costs are
necessary for the proper and efficient administration of the state plan. This includes
but is not limited to; source documentation of staff costs, operating expenses, and
subcontracted vendor costs.
vi) Review the RMTS Consortia organization and membership, including the Lead
Agency identified, annually and issuing an official notice of approval or denial. The
Contractor is prohibited from participating in a Consortium without express, written
approval of the Consortia organization and membership;
vii) Review all MAC related training materials prior to their use in the MAC program
and issuing an official notice of approval or denial. This includes multimedia video,
audio, digital or other electronic sources, and paper based training materials. The
Contractor is prohibited from using any training materials without express, written
approval from HCA;
viii) Evaluate RMTS and claiming data prior to issuing quarterly reimbursements to
ensure the RMTS results and claimed costs are appropriate according to all
applicable laws, Regulations and guidelines specific to the MAC program. This
evaluation will also be used to identify trends, best practices for the MAC program,
quality assurance, training needs, areas in need of improvement, or other concerns
related to the MAC program and HCA's oversight responsibilities;
ix) Issue corrective action plans as necessary and determined by HCA's oversight
capacity that includes but is not limited to, quarterly reviews of RMTS and claiming
data, the Contractor's failure to be in compliance with all applicable laws,
Regulations and guidelines specific to the MAC program and this Agreement, or
other quality assurance needs. The Contractor is required to comply with any
corrective action plan issued. Failure to do so will result in sanctions that may
include, but is not limited to, reduced reimbursement and/or termination of this
Agreement; and
x) Produce and update the CAP, manual, contracts, training materials, or other MAC
related documentation as needed and make it available to the Contractor.
4. MINIMUM RESPONSE RATE AND NON -RESPONSES
Non -responses are moments not completed by Participant within five (5) business days, with
the exception of expired moments where the Participant was on paid or unpaid leave. The
return rate of valid responses for the RMTS must be a minimum of eighty five percent (85%).
The following remedial action is required of the Contractor if the RMTS response rate drops
below eighty five percent (85%).
a) Non -response rates greater than fifteen percent (15%):
i) HCA will send written notification to the Contractor requesting a Corrective Action
Plan to ensure a minimum eighty five percent (85%) compliance rate for the RMTS
is achieved in subsequent quarters.
ii) The Contractor must develop and submit the plan to HCA for approval within thirty
(30) calendar days of HCA's notification.
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iii) Failure to provide a timely corrective action plan within thirty (30) calendar days
may result in the Contractor being prohibited from participation in MAC for the
following quarter.
iv) An eighty five percent (85%) compliance rate for the RMTS must be met in the
following quarter.
b) Non -response rates greater than fifteen percent (15%) for two (2) consecutive quarters;
i) HCA will reduce reimbursement by thirty five percent (35%) for the second
consecutive quarter.
ii) The Contractor will be notified via Certified Mail of the reduced reimbursement.
iii) Eighty five percent (85%) compliance rate for the RMTS must be met in the
following quarter.
c) Non -response rates greater than fifteen percent (15%) for three (3) consecutive
quarters:
i) HCA will notify the affected Contractor via certified mail of the denied
reimbursement for the third consecutive quarter and prohibited participation in
MAC.
ii) None of the affected Contractors may claim for any denied or reduced
reimbursement from the three consecutive quarters of non-compliance. The
Contractor may be prohibited from participating in MAC for the following quarter
(4th consecutive quarter), and will be notified as such through the HCA notification.
5. CORRECTIVE ACTION PLANS
HCA will pursue a corrective action plan if a Contractor fails to meet any MAC program
requirements described in the CAP, Manual, this Agreement or as determined by HCA. HCA
will peruse a corrective action plan if the Contractor fails to address or correct any problems
timely and sufficiently as determined by HCA. The Contractor must develop and submit a
corrective action plan response to HCA for approval within thirty (30) calendar days of
HCA's notification or as otherwise stated in this agreement or mutually agreed upon in
writing. If a Contractor fails to meet the requirements outlined in the corrective action plan,
HCA will impose sanctions that may include, but are not limited to; conducting more frequent
reviews, delayed or denied payment of MAC claims, recoupment of funds, or termination of
this Agreement.
Examples of Contractor actions that may result in corrective action and/or sanctions include,
but are not limited to:
a) Repeated and/or uncorrected errors in financial reporting;
b) Failure to maintain adequate documentation;
c) Failure to cooperate with state or federal staff;
d) Failure to provide accurate and timely information to state or federal staff as required;
e) Failure to meet time study minimum response rates;
Q Failure to meet statistical validity requirements; and
g) Failure to comply with the terms and conditions of this agreement.
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