2-26-064 Attachment A - Standard Services Contract.pdf

SAMPLE

Attachment A Health & Human Services

Purchase of Goods and/or Services Contract

Purchaser and Provider Information

Year [Year] Vendor [#]

Revised: 9/15

Purchaser:

Organization Name: Walworth County Department of Health & Human Services Address: 1910 County Road NN

PO Box 1005 Elkhorn, WI 53121

Name of contact person:

Telephone:

Fax:

E-mail:

Provider:

Organization Name: [Company] Address: [Company Address] Name of contact person: Contact Person Telephone: [Company Phone] Fax: [Company Fax] E-mail: [Company E-mail]

Name of person signing contract: (if different) Telephone:

E-mail:

Contract Information

Goods and/or services to be provided:

Contract period: Click here to enter a date.-Click here to enter a date.

Maximum payment under this contract: $Contract Amount

Year [Year] Vendor [#]

Summary of Contract Provisions Provision Comments

Article 1 Term

Article 2 Administration

Article 3 Goods and/or Services to be Provided

See attached Appendices Individual Service Plan Applicable?

No Yes

Article 4 Payment and Allowable Costs

Article 5 Audit See Article 5

Article 6 Caregiver Background Checks Applicable?

No Yes

Article 7 Civil Rights Compliance Plan Provider has more than 50 employees and contract is more than $50,000?

No (Purchaser attach Letter of Assurance to the contract) Yes (Provider submit Civil Rights Compliance Letter of

Assurance)

Article 8 Consumer Funds

Article 9 Consumer Rights and Grievances

Article 10 Conditions of the Parties Obligations

Article 11 Confidentiality

Article 12 Conflict of Interest

Article 13 Debarment and Suspension

Article 14 Eligibility

Article 15 Health Insurance Portability and Accountability Act of 1996 “HIPAA” Applicability

Business Associate?

No Yes (Purchaser to attach “Business Associate Agreement” to contract and Provider to sign)

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Article 16 Indemnity and Insurance Provider to attach Certificate of Insurance to contract

Article 17 Independent Contractor

Article 18 License, Certification and Staffing

License or certification required?

No License required (Provider submit copy of license) Certification required (Provider submit copy of certification)

Article 19 Matching, Level of Effort, and Earmarking

Article 20 Records

Article 21 Reporting

Article 22 Resolution of Disputes

Article 23 Revision or Termination of this Contract

Article 24 Special Provisions for High Risk Contract

High risk contract?

No Yes (Summarize special provisions here)

Article 25 Prohibition Against Discrimination

Article 26 Special Standards Applicable?

No Yes

Article 27 Emergency Preparedness

Article 28 Abuse and Neglect Reporting

Article 29 Force Majeure

Vendor [#]

PURCHASE OF GOODS AND/OR SERVICES CONTRACT

Parties This contract is between Walworth County Department of Health and Human Services, whose business address is 1910 County Road NN, P.O. Box 1005, Elkhorn, WI 53121, hereinafter referred to as Purchaser and [Company] whose business address is [Company Address], hereinafter referred to as Provider.

Intent The intention of this agreement is for the Purchaser to purchase goods and/or services from the Provider. This Provider has been determined not to be a sub-recipient pursuant to OMB 2CFR200.

Article 1 – Term

This contract is to be effective for the period Click here to enter a date. through Click here to enter a date.. The maximum annual amount payable under this contract shall be $Contract Amount.

Article 2 – Administration

The Provider employee responsible for day-to-day administration of this contract will be Contact Person, [Company Phone], [Company E-mail], whose business address is [Company Address]. In the event that the administrator is unable to administer this contract, Provider will contact Purchaser and designate a new administrator.

The Purchaser employee responsible for day-to-day administration of this contract will be [Manager & Title], County Phone, County E-mail, whose business address is 1910 County Road NN, Elkhorn, WI 53121. In the event that the administrator is unable to administer this contract, Purchaser will contact Provider and designate a new administrator.

Article 3 – Goods and/or Services to be Provided

Section 3.1 Description of Goods and/or Services For each eligible consumer referred by the Purchaser, the Provider agrees to provide goods and/or services as outlined in attached Appendices.

Section 3.2 Developing Individual Service Plans If applicable, the Provider shall develop an Individual Service Plan for each consumer within 30 days from the start of services. The Provider shall: (a) ensure that the Individual Service Plan complies with applicable standards; and (b) upon request of the Purchaser, submit the completed plan for review and approval. The Provider agrees to work with the Purchaser as necessary when the Provider is developing an Individual Service Plan.

The Provider agrees to work with the Purchaser when the Purchaser is developing the Purchaser’s Individual Service Plan.

Section 3.3 Implementing Individual Service Plans If applicable, the Provider shall provide the goods and/or services specified in this article and in the Provider’s Individual Service Plan for each consumer, as authorized by the Purchaser. In providing goods and/or services, the Provider shall:

a. Transfer a consumer from one category of care or service to another only with the approval of the Purchaser.

Coordinate with other service Providers as necessary to achieve the consumer’s goals as identified in the Purchaser’s and Provider’s Individual Service Plans;

b. Obtain goods and/or services from another party only with prior written approval from the Purchaser. If the Provider obtains goods and/or services for any part of this agreement from another party, the Provider is responsible for fulfillment of the terms of the contract.

Section 3.4 Inability to Provide Quality or Quantity of Goods and/or Services The Provider shall notify the Purchaser immediately in writing and deliver in person or by registered mail whenever it is unable to provide the required quality or quantity of goods and/or services. Upon such notification, the Purchaser and Provider shall determine whether such inability will require a revision or termination of this contract. (See Article 23, “Revision or Termination of this Contract.”)

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Section 3.5 Documentation of Quality and Quantity of Goods and/or Services The Provider shall retain all documentation necessary to adequately demonstrate the time, duration, location, scope, quality and effectiveness of goods and/or services rendered under the contract. The Purchaser reserves the right to not pay for units of goods and/or services reported by the Provider that are not supported by documentation required under this contract.

Section 3.6 Standards for Performance in Delivery of Goods and/or Services The Purchaser will monitor the Provider’s performance and will use the results of this monitoring to evaluate the Provider’s ability to provide adequate goods and/or services to consumers. If the Provider fails to meet contract goals and expected results, the Purchaser may reduce or terminate the contract immediately. When providing these goods and/or services, the Provider agrees to meet the following standards of performance:

a.

1.

Section 3.7 Assessing Performance in Delivery of Goods and/or Services The Purchaser retains sole authority to determine whether the Provider’s performance under the contract is adequate. The Provider agrees to the following:

a. The Provider shall allow the Purchaser, Purchaser’s care manager, Purchaser’s designee, and/or contracted staff to visit the Provider’s facility or work site at any time for the purpose of ensuring that goods and/or services are being provided as specified in the Individual Service Plan and the contract.

b. Upon request by the Purchaser or its designee, the Provider shall make available to the Purchaser all documentation necessary to adequately assess Provider performance.

c. The Provider will cooperate with the Purchaser in its efforts to implement the Purchaser’s quality improvement and quality assurance program.

d. The Provider shall develop and implement a process for assessing consumer satisfaction with goods and/or services provided. The Provider shall report in a timely manner the results of its consumer satisfaction assessment effort to the Purchaser. The Purchaser reserves the right to review and approve the Provider’s consumer satisfaction assessment process, and to require the Provider to submit a corrective action plan to address concerns identified in the review.

e. The Provider shall cooperate with the Purchaser in implementing the Purchaser’s program for assessing consumer satisfaction with goods and/or services. The Purchaser reserves the right to require the Provider to submit a corrective action plan to address concerns identified in the review.

f. The Provider shall notify Purchaser of all changes in consumer residential status.

Article 4 – Payment and Allowable Costs

Section 4.1 Amount Paid Under Contract The maximum payment under this contract is $Contract Amount. Actual total payment will be based upon the amount of goods and/or services authorized by the Purchaser and the amount of goods and/or services performed by Provider. It is understood and agreed by all parties that the Purchaser assumes no obligation to purchase from the Provider any minimum amount of goods and/or services as defined in the terms of this contract.

Section 4.2 Basis for Payments Payments for goods and/or services covered by this contract shall be based on allowable costs with limited profit or reserve. Monthly payments will be made at a unit x unit rate basis and in accordance with the “order of payment” requirements for the funding program, less consumer fees and other collections made by the Provider for goods and/or services covered by this contract. Final settlement of the contract will be based on audit.

Providers that submit Medicaid billable service units are subject to a Medicaid audit by the Federal or State Medicaid Audit Bureau. If the results of the audit require Medicaid to generate a recoupment from the Purchaser, the recoupment amounts will be withheld from future payment(s) to the Provider from the Purchaser. If there are no future payments to the Provider, Provider will be billed for the amount due.

Section 4.2.1 Units and Prices

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The units and rates for each good and/or service purchased from the Provider are included in the Appendices attached.

The Purchaser shall determine the type of goods and/or services provided and the number of units of goods and/or services provided for each consumer. Units and rates may be re-negotiated. The Purchaser will not reimburse the Provider for any unit of goods and/or services not previously authorized by the Purchaser.

Section 4.2.2 Profit or Reserves The Purchaser allows the Provider to have profit (for-profit Providers only) or reserve (non-profit Providers only). The profit and reserve are limited by expenditures on allowable costs that the Provider incurs in providing the goods and/or services purchased under this contract. Allowable costs, profit, and reserve are defined in Wis. Stats. §46.036.

Section 4.2.3 Consumer Fees and Third Party Collections The Provider shall bill consumers for a portion of the cost of care, in conformance with the requirements of DHS Chapter 1, Wisconsin Administrative Code and using the uniform schedule of fees and policies supplied by the Purchaser.

The Provider shall bill responsible third parties for the cost of care.

All amounts collected from consumers and third parties shall be supported by the Provider’s records and shall be reported to the Purchaser in a format and timeframe specified by Purchaser. See Article 20 “Records” and Article 21 “Reporting.”

Section 4.2.4 Audit The amount earned under this contract shall be confirmed through an annual audit (see Article 5 “Audit”). For-profit Providers shall include a schedule in their audit reports showing the total allowable costs and the calculation of the allowable profit by contract or by service category. Non-profit Providers shall include a Reserve Schedule in their audit reports, and this schedule shall also be by contract or service category.

Section 4.3 Reporting for Payment Each month, the Provider shall submit an invoice reporting the units of goods and/or services provided during the month using one of the submission methods listed in the service appendix. All information reported to the Purchaser shall be supported by the Provider’s records. The report is due to the Purchaser on the 10th day following the end of the report month. If the Provider’s invoice is complete and timely, and the Provider’s documentation meets the requirements for reimbursement, the expected payment date will be the 30th day following the end of the report month.

Section 4.4 Payment in Excess of Earned Amount The Provider shall return to Purchaser any funds paid in excess of the amount earned under this contract within 90 days of the end of the contract period. If the Provider fails to return funds paid in excess of the amount earned, the Purchaser may recover the excess payment from subsequent payments made to the Provider or through other collection means.

Article 5 – Audit

The Provider must submit to the Purchaser a certified annual agency-wide audit if the total amount of annual funding provided by the Department of Health Services (DHS) or the Department of Children and Families (DCF) for all contracts equals $100,000 or more.

Section 5.1 Audit Standards The audit shall be in accordance with the generally accepted auditing standards, Wis. Stat § 46.036 (for DHS funding), Wis.

Stat § 49.34 (for DCF funding), Government Auditing Standards as issued by the U.S. Government Accountability Office, and other provisions as specified in this contract. In addition, the Provider is responsible for ensuring audit compliance with other standards and guidelines that may be applicable depending on the type of services provided.

The Provider is responsible for the costs incurred for a financial statement and/or single audit being completed by their selected accountant or auditor. The Provider should include the estimated costs of the audit into their established rates with the Purchaser, if deemed appropriate.

a. The Provider must submit to the Purchaser an annual financial statement audit if the total amount of annual funding paid is equal to $100,000 or more, regardless of funding source of the payments made to the Provider.

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A financial statement audit is an independent review of an organization’s financial statements to ensure they are accurate and fairly represent the company’s financial position and performance. The audit is based on Generally Accepted Accounting Principles (GAAP) and generally will include an examination of the income statement, balance sheet, and cash flow statement. Your accountant or auditor may include other requirements.

b. 2017 Wis. Act 59 amended Wis. Stats. §46.036(4)(c) (for DHS funding) and §49.34(4)(c) (for DCF funding). The

Provider must submit to the Purchaser an annual agency-wide single audit if the total amount of annual funding provided by the Department of Health Services (DHS) (from any and all of DHS’ divisions taken collectively) or the Department of Children and Families (DCF) (from any and all of DCF’s divisions taken collectively) for all contracts equal to $100,000 or more. In determining the amount of annual funding provided by DHS or DCF, the Provider shall consider both: (1) funds provided through direct contracts with DHS or DCF; and (2) funds from DHS or DCF, passed through another agency that has one or more contracts with the Provider.

Refer to the following documents for additional information on the applicable audit requirements:

i. 2 Code of Federal Regulations, Part 200 – Uniform Administrative Requirements, Cost Principles and

Audit Requirements for Federal Awards, Subpart F – Audits. This guidance also includes an Annual Compliance Supplement that details specific Federal agency rules for accepting Federal sub-awards.

ii. The State Single Audit Guidelines (SSAG) expand on the requirements of 2 CFR Part 200 Subpart F by identifying additional conditions that require State single audit. Section 1.3 of the SSAG lists the required conditions.

iii. The Department of Health Services (DHS) Audit Guide is an appendix to the SSAG and contains additional DHS-specific audit guidance for those entities who meet the SSAG requirements.

iv. The Department of Children & Families (DCF) Provider Agency Audit Guide.

Section 5.2 Audit Schedules In addition to the schedules required under the State Single Audit Guidelines or the (DCF) Provider Agency Audit Guide, the reporting package sent to the Purchaser shall include a supplemental schedule showing revenue and expenses for this contract.

The Provider is to submit the reporting package to the Purchaser, within 180 days of the end of the Provider’s fiscal year, which shall include the following: all audit schedules and reports, schedules of the Purchaser’s revenues and expenses by programs, a summary schedule of prior year findings and status of addressing the findings, Management Letter (or comparable), management responses and corrective action plan for each audit issue identified in the audit, and other applicable documents as requested by the Purchaser. Access to audit work papers and other audit materials will be provided to the Purchaser upon request. The Purchaser, upon request, will supply identification of funding sources making up contract payments to the Provider.

• For profit Providers shall include a schedule in their audit reports showing the total allowable costs and the calculation of the allowable profit by contract or by service category.

• Non-profit Providers shall include a Reserve Supplemental Schedule in their audit reports, and this schedule shall also be by contract or service category.

Wis. Stats. §46.036(5m)(b)1. and §49.34(5m)(b)1., as amended by 2017 Wis. Act 59, contain the following provisions (“Retained-Surplus Provisions”): (a), if revenue under a contract for the provision of a rate-based service exceeds allowable costs incurred in the contract period, the contract shall allow the Provider to retain from the surplus up to 5% of the revenue received under the contract (unless a uniform rate is established by DHS or DCF), in which case the contract shall allow the Provider to retain the uniform percentage rate established by the rule); and (b) the retained surplus is the property of the Provider.

Wis. Stats. §46.036(5m)(b)3. and §49.34(5m)(b)4., as amended by 2017 Wis. Act 59, contains the following provisions (“Surplus-Recovery Provisions”): (a) if on December 31 of any year the Provider’s accumulated surplus from all contract periods ending during that year for a rate-based service exceeds the allowable retention rate as described above, the Provider shall provide written notice of that excess to all Purchasers of the rate-based service; (b) upon the written request of the Purchaser received no later than 6 months after the date of the notice; and (c) the Provider shall refund the Purchaser’s proportional share of that excess.

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Section 5.3 Submitting the Reporting Package The Provider shall send the required reporting package to the Purchaser via secured email or the address listed in this contract. The reporting package is due to the Purchaser within 180 days of the end of the Provider’s fiscal year. A written request for an extension will be considered on an individual basis.

Section 5.4 Access to Auditor’s Work Papers When contracting with an audit firm, the Provider shall authorize its auditor to provide access to work papers, reports, and other materials generated during the audit to the appropriate representatives of the Purchaser. Such access shall include the right to obtain copies of the work papers and computer disks, or other electronic media, which document the audit work.

Section 5.5 Failure to Comply with the Requirements of this Section If the Provider fails to have an appropriate audit performed or fails to provide a complete audit reporting package to the Purchaser within the specified timeframe, the Purchaser may:

a. Conduct an audit or arrange for an independent audit of the Provider and charge the cost of completing the audit to the Provider;

b. Charge the Provider for all loss of federal or state aid or for penalties assessed to the Purchaser because the Provider did not submit a complete audit report within the required time frame;

c. Disallow the cost of the audit that did not meet the applicable standards; and/or

d. Withhold payment, cancel the contract, or take other actions deemed by the Purchaser to be necessary to protect the Purchaser’s interests.

Article 6 – Caregiver Background Checks

The Purchaser and the Provider agree that the protection of the consumers served under this contract is paramount to the intent of this contract. In order to protect the consumers served, the Provider shall comply with the provisions of DHS 12 and DHS 13, Wisconsin Administrative Code.

Section 6.1 Background Checks The Provider shall conduct caregiver background checks at its own expense of all employees assigned to do work for the Purchaser under this contract if such employee has actual, direct contact with the consumers or their funds of the Purchaser. The Provider shall retain in its Personnel Files all pertinent information, to include a Background Information Disclosure Form and/or search results from the Department of Justice, the Department of Health Services, Department of Children and Families, and the Department of Safety and Professional Services, as well as out-of-state records, tribal court proceedings and military records, if applicable.

After the initial background check, the Provider must conduct a new caregiver background search every four years, (or more frequently for some provider types), or at any time within that period when the Provider has reason to believe a new check should be obtained.

Section 6.2 Records The Provider shall maintain the results of the caregiver background checks on its own premises for at least the duration of the contract. The Purchaser may audit the Provider’s personnel files to assure compliance with the State of Wisconsin Caregiver Background Check Manual.

Section 6.3 Assignment of Staff The Provider shall not assign any individual to conduct work under this contract who does not meet the requirements of DHS 12 and DHS 13, Wisconsin Administrative Code.

Section 6.4 Notification to Purchaser The Provider shall notify the Purchaser in writing and send via registered mail within one business day if an employee has been charged with or convicted of any barring offense specified in DHS 12.07(2).

Article 7 – Civil Rights Compliance Plan

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Provider shall comply with the requirements of the current Civil Rights Compliance (CRC) Plan. Providers that have more than fifty (50) employees and receive more than fifty thousand dollars ($50,000) must develop and attach a Civil Rights Compliance Plan to this contract.

Article 8 – Consumer Funds

If managing consumer funds, the Provider shall:

a. Allow the consumer to use his or her own money as he or she wishes, unless the Purchaser specifically authorizes the Provider to withhold funds.

b. Develop a budget for each consumer and have the consumer or guardian sign it.

c. Maintain written records of consumer funds.

d. Reconcile each consumer’s account on at least a quarterly basis.

If managing consumer funds in excess of $200.00 per month per consumer, the Provider shall also:

a. Develop written policies and procedures for handling consumer funds.

b. Segregate the duties of people handling consumer funds so that the same person does not authorize payments and reconcile accounts.

c. Provide each consumer with a monthly accounting for his or her funds, with a copy to the Purchaser, due 30 days after the end of the month.

d. Maintain consumer funds in a separate, interest bearing account.

e. Keep all records of consumer accounts for at least three years.

f. Obtain bonds for all staff who handle consumer funds.

Article 9 – Consumer Rights and Grievances

The Provider shall have a formal written grievance procedure that is approved by the licensing or certification authority, if applicable, and the Purchaser. The Provider shall, prior to or at the time of admission to the Program, provide oral and written notification to each consumer of his or her rights and the grievance procedure. The Provider shall post the consumer rights and the grievance procedure in an area readily available to consumers and staff of the program.

The Provider shall give the Purchaser a written report for each grievance that is filed in writing against the Provider by any consumers or their guardians. The Provider shall deliver these reports to the Purchaser in person or via registered mail within 5 business days of the Provider’s receipt of the grievance. The Provider shall also inform the Purchaser in writing of the resolution of each grievance.

Article 10 – Conditions of the Parties’ Obligations

Section 10.1 Contingency This contract is contingent upon authorization of Wisconsin and United States laws, and any material amendment or repeal of the same affecting relevant funding or authority shall serve to terminate this agreement, except as further agreed to by the parties hereto.

Section 10.2 Powers and Duties Nothing contained in this contract shall be construed to supersede the lawful powers or duties of either party.

Section 10.3 Items Comprising the Contract It is understood and agreed that the entire contract between the parties is contained herein, except for those matters incorporated herein by reference, and that this agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter thereof. The Purchaser’s Request for Proposal and the Provider’s Proposal shall be incorporated herein by reference, if applicable.

Article 11 – Confidentiality

Section 11.1 Consumer Confidentiality

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The Provider shall not use or disclose any information concerning eligible consumers who receive goods and/or services from Provider for any purpose not connected with the administration of Provider’s or Purchaser’s responsibilities under this contract, except with the informed, written consent of the eligible consumer or the consumer’s legal guardian.

Section 11.2 Contract Not Confidential Except for documents identifying specific consumers, the contract and all related documents are not confidential.

Section 11.3 Use of Social Media Providers must not post any information, either about their work situation or consumers, on any social media outlet.

Section 11.4 Promotional Advertising Reference to or use of the Purchaser including Walworth County, any of its departments, or sub-units, or any County official or employee for commercial promotion is prohibited without written approval from the Purchaser.

Article 12 – Conflict of Interest

The Provider shall ensure the establishment of safeguards to prevent employees, consultants, or members of the board from using their positions for purposes that are, or give the appearance of being, motivated by a desire for private gain for themselves or others, such as those with whom they have family, business, or other ties.

Article 13 – Debarment and Suspension

The Provider certifies through signing this contract that neither the Provider nor any of its principals are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in state or federal assistance programs by any state or federal department or agency. In addition, the Provider shall notify the Purchaser within (5) five business days in writing and send by registered mail if the Provider or its principals receive a designation from the state or federal government that they are debarred, suspended, proposed for debarment, or declared ineligible by a state or federal agency. The Purchaser may consider suspension or debarment to be cause for implementing high risk contract provisions under Article 24 “Special conditions for high risk contract” or for revising or terminating the contract under Article 23 “Revision or termination of this contract.”

Article 14 – Eligibility

The Provider shall provide goods and/or services only to individuals who have been determined eligible to receive goods and/or services. The Provider and Purchaser agree that the eligibility of individuals to receive the goods and/or services to be purchased under this agreement from the Provider will be determined by the Purchaser.

An individual has a right to an administrative hearing concerning eligibility and the Purchaser shall inform individuals of this right. The Provider shall provide consumers with information concerning their eligibility and how to appeal actions affecting their rights.

Article 15 – Health Insurance Portability and Accountability Act of 1996 “HIPAA” Applicability

Section 15.1 General Applicability The Provider agrees to comply with the federal regulations implementing the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the Health Information Technology for Economic and Clinical Health Act of 2009 (HITECH) to the extent those regulations apply to the goods and/or services the Provider provides or purchases with funds provided under this contract.

Section 15.2 Business Associate Agreement In addition, certain functions included in this agreement are covered by HIPAA and HITECH rules. As such the Purchaser must comply with all provisions of the law and has determined that Provider is a “Business Associate” within the context of the law. As a result, the Purchaser requires Provider to sign and return with this contract the Business Associate Agreement, which will be included and made part of this agreement.

Section 15.3 Agreement on Provider Use of Protected Health Information (PHI)

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In providing certain administrative services the Provider is a business associate of Walworth County Department of Health and Human Services under HIPAA and HITECH and must comply with the agreement on its use of PHI.

Consistent with that agreement, the Provider agrees to comply with the same restrictions and conditions on PHI that apply to the Purchaser. These restrictions apply to PHI received by the Provider from the Purchaser and to PHI created or received by the Provider on behalf of the Purchaser. The restrictions and conditions are included in the Business Associate Agreement.

Section 15.4 Billing and Collection Procedures Purchaser and Provider must conduct any electronic health care administrative transactions covered by HIPAA and HITECH consistent with the Electronic Transactions and Code Sets Rule.

Article 16 – Indemnity and Insurance

Section 16.1 Indemnity The Provider agrees that it will at all times during the existence of this contract, indemnify and hold harmless the Purchaser against any and all loss, damages, and costs or expenses sustained, incurred, or be required to be paid, arising from death, personal injury, or property loss of any party, including those sustained by the Provider, resulting from or during the care and goods and/or services furnished by the Provider under this agreement. However, the provisions of this paragraph shall not apply to liabilities, losses, charges, costs, or expenses solely caused by the Purchaser.

In the event of any action, suit, or proceedings against the Provider upon any matter indemnified against, Provider shall notify the Purchaser by registered mail within five business days.

Section 16.2 Insurance The Provider agrees that, in order to protect itself as well as the Purchaser under the indemnity provision set forth in the above paragraph, the Provider will at all times during the terms of this contract keep in force the below insurance policies issued by a company authorized to do business in the State of Wisconsin. Provider acknowledges that its indemnification liability to Purchaser is not limited by the limits of this insurance coverage. The types of insurance coverage and minimum amounts shall be pursuant to Exhibit A.

The County reserves the right to increase, decrease and/or add additional insurance if necessary.

The Contractor acknowledges that its indemnification liability to the County is not limited by the limits of this insurance coverage.

In the event of any action, suit, or proceedings against the County upon any matter indemnified against, the County shall notify the Contractor by registered mail within five business days.

Article 17 – Independent Contractor

Section 17.1 Independent Contractor Nothing in this contract shall create a partnership or joint venture between the Purchaser and the Provider. The Provider is at all times acting as an independent contractor and is in no sense an employee, agent or volunteer of the Purchaser.

Section 17.2 Agreement Not Assignable This agreement is not assignable, in whole or in part, by Purchaser or Provider.

Section 17.3 Sub-Contracting Provider agrees that no sub-contract with a third party, for all or any part of Provider’s responsibilities identified in this agreement, may be entered into without prior written approval of Purchaser. Purchaser agrees not to withhold approval for Provider to sub-contract, provided the sub-contractor abides by the terms and conditions of this agreement. Regardless of the participation of an approved sub-contractor, Provider agrees to retain primary responsibility for the fulfillment of its obligations under this agreement.

Article 18 – License, Certification, and Staffing

Section 18.1 License and Certification

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The Provider shall meet state and federal service standards and applicable state training, licensure and certification requirements as expressed by state and federal rules and regulations applicable to the goods and/or services covered by this contract. The Provider shall remain licensed to do business in the State of Wisconsin during the term of this contract.

The Provider shall attach copies of its license or certification document and the most recent licensing or certification report concerning the Provider to this contract when returning the signed contract to the Purchaser. During the contract period, the Provider shall also send the Purchaser copies of any licensing inspection reports within 5 business days of receipt of such reports.

Section 18.2 Staffing The Provider shall ensure that staff providing goods and/or services are properly supervised and trained and that they meet all of the applicable licensing and certification requirements.

Section 18.3 Monitoring of Provider Goods and/or Services Provider’s goods and/or services shall be monitored by Purchaser’s designee. Work will be scheduled and monitored to conform to the program needs of Purchaser.

Article 19 – Matching, Level of Effort and Earmarking

No matching, level of effort, or earmarking requirement.

Article 20 – Records

Section 20.1 Maintenance of Records The Provider shall maintain and retain such records and financial statements as required by state and federal laws, rules, and regulations.

Section 20.2 Access to Records The Provider shall permit appropriate representatives of the Purchaser to have timely access to the Provider’s records and financial statements as necessary to review the Provider’s compliance with contract requirements for the use of the funding.

Article 21 – Reporting

The Provider shall comply with the reporting requirements of Purchaser. All reports shall be in writing and, when applicable, in the format specified by the Purchaser. All reports shall be supported by the Provider’s records. All reports shall be hand delivered to the Purchaser, sent by secure e-mail, or sent to the Purchaser via registered mail at the address listed in this contract, if required.

Article 22 – Resolution of Disputes

The Provider may appeal decisions of the Purchaser in accordance with the terms and conditions of the contract and Chapter 68, Wis. Stats. Any dispute under this contract or related to this contract shall be decided in accordance with the laws of the State of Wisconsin and venue for any legal action between parties shall be in Walworth County Circuit Court.

Article 23 – Revision or Termination of this Contract

Section 23.1 Cause for Revision or Termination of this Contract Failure to comply with any part of this contract may be considered cause for revision or termination of this contract.

Section 23.2 Revision of this Contract Either party may initiate revision of this contract. Revision of this contract must be agreed to by both parties by an addendum signed by their authorized representatives.

Section 23.3 Termination of this Contract Either party may terminate this contract by a 60-day written notice to the other party. Purchaser may terminate this contract at any time immediately for good cause.

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Upon termination, the Purchaser’s liability shall be limited to the costs incurred by the Provider up to the date of termination. If the Purchaser terminates the contract for reasons other than non-performance by the Provider, the Purchaser may compensate the Provider for its actual allowable costs in an amount determined by mutual agreement of both parties. If the Purchaser terminates the contract for the Provider’s breach, the Provider may be liable for any additional costs the Purchaser incurs for replacement goods and/or services.

Article 24 – Special Provisions for High Risk Contract

During the course of the contract, the Purchaser may determine that this contract is high risk as a result of evaluating the Provider’s performance or other factors. Determination of high risk status could result in Purchaser unilaterally implementing the following changes:

a. Modifying the payment method to a cost reimbursement basis;

b. Withholding authority to proceed to the next phase until receipt of evidence of acceptable performance within a given funding period;

c. Requiring additional, more detailed financial reports;

d. Performing additional project monitoring;

e. Requiring the Provider to obtain technical or management assistance;

f. Establishing additional prior approvals; or

g. Other conditions that the Purchaser considers appropriate considering the circumstances.

The Provider may appeal these changes under Article 22 “Resolution of Disputes,” or it may request renegotiation of the contract or give notice of termination of the contract under Article 23 “Revision or Termination of this Contract.”

Article 25 – Prohibition Against Discrimination

Provider agrees to comply with all applicable federal, state and local mandates and ordinances prohibiting discrimination.

All goods and/or services under this agreement shall be provided without regard to the race, color, creed, sex, age, disability status, payor source or national origin of the subject requiring such goods and/or services.

Article 26 – Special Standards

Provider warrants that for applicable goods and/or services Provider has the Medicaid (MA) Community Waivers Manual standards, which can be found at http://dhs.wisconsin.gov/bdds/waivermanual/index.htm, and that such goods and/or services delivered under this agreement will be in compliance with those standards.

Article 27 – Emergency Preparedness

This article shall apply to all Providers that offer direct goods and/or services to Purchaser’s consumers, including residential services. Provider shall maintain an emergency evacuation plan that ensures the safety of Purchaser’s consumers under Provider’s care. The plan shall be written and shall provide for adequate communication between Provider and Purchaser in the event of a disaster. Residential service providers shall post the emergency evacuation plan and regularly conduct evacuation drills. Provider shall provide documentation of the above to Purchaser upon request.

Article 28 – Abuse & Neglect Reporting

Section 28.1 Vulnerable Adult Provider is required to report to Purchaser’s Crisis Intervention Unit any suspicious allegations or incidents of abuse, neglect, and exploitation or misappropriation of property of any adult consumers (including those that are not Purchaser's consumer) that are seen in the course of Provider’s professional duties when one of the following conditions is true:

• The adult consumer has requested that the Provider makes the report.

• There is reasonable cause to believe that the adult consumer is at imminent risk of serious bodily harm, death, sexual assault, or significant property loss and is unable to make an informed judgment about whether to report the risk.

• Other adult consumers are at risk of serious bodily harm, death, sexual assault, or significant property loss inflicted by the suspected perpetrator.

Vendor [#]

Section 28.2 Children Provider is required to report to Purchaser’s Child Protective Services Unit any suspicion of abuse or neglect of a child that is seen in the course of Provider’s professional duties immediately.

Article 29 – Force Majeure

Section 29.1 Force Majeure Neither party shall be in default by reason of any failure in the performance of this contract in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

Signatures

This contract becomes null and void if the time between the Purchaser’s authorized representative signature and the Provider’s authorized representative signature on this contract exceeds sixty days.

For Purchaser Walworth County Typed Name: Jessica Conley Title: Finance Director

Signature:

Date:

For Provider [Company] Typed Name:

Title:

Signature:

Date:

Vendor [#]

APPENDIX A

Business Associate Addendum

This Addendum is incorporated into the Agreement by and between Walworth County Department of Health and Human Services a “Covered Entity” (Herein after called Purchaser), and [Company] a “Business Associate” (Herein after called “Provider”) In the event of conflicting terms or conditions, whichever is more restrictive shall apply.

RECITAL

This Addendum is intended to comply with the Administrative Simplification requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and HIPAA’s implementing regulations, Title 45, Parts 160 and 164 of the Code of Federal Regulations. This document reflects the breach notification regulations issued August 24, 2009 and interpretation of the provisions in the HITECH Act of the American Recovery and Reinvestment Act. This addendum is intended to comply with the final rule of Confidentiality of Substance Use Disorder (SUD) Patient Records, 42 CFR Part 2 published February 16, 2024.

AGREEMENTS

1. Coverage of Purchaser's Activities On Provider's Behalf Under HIPAA.

a. Except as set forth in subsection 1(b) of this section, Purchaser and Provider acknowledge that Provider may be considered a Business Associate of Purchaser due to the provision of qualifying services to Purchaser under this Agreement. Provider agrees to comply with requirements applicable to Business Associates as set forth below with respect to its activities under this Agreement.

b. If there are changes or clarifications to the HIPAA statute, regulations or guidance issued by the U.S.

Department of Health and Human Services such that Provider is no longer deemed to be a “Business Associate”, then Provider shall not be required to comply with this Addendum.

2. Definitions. Capitalized terms used in this Addendum shall have the meanings given to them in Title 45, Parts 160 and 164 of the Code of Federal Regulations, and ARRA/HITECH Title XIII Section 13400; §164.402

3. Permitted Uses and Disclosures. Except as otherwise limited in this Addendum, Provider may use or disclose PHI & EPHI to perform functions, activities, or services for, or on behalf of, Purchaser as specified in the Service Agreement, only to the extent necessary to satisfy Provider’s obligations under this agreement.

4. Restricted Uses and Disclosures. A patient’s record, or information contained in the record, may be redisclosed in accordance with the permissions contained in the HIPAA regulations, except for uses and disclosures for civil, criminal, administrative, and legislative proceedings against the patient.

5. Use of PHI & EPHI for Certain Provider Operations. Provider may use or disclose PHI & EPHI it creates or receives for or from Purchaser only to the extent allowed in the HIPAA regulations and if necessary for Provider's proper management and administration or to carry out Provider's legal responsibilities, or if:

a. The disclosure is required by law; or

b. Provider obtains reasonable assurance, evidenced by written contract, from any person or organization to which Provider shall disclose such PHI & EPHI that such person or organization shall

i. hold such PHI & EPHI in confidence and use or further disclose it only for the purpose for which

Provider disclosed it to the person or organization or as required by law; and

ii. notify Provider (who shall in turn promptly notify Purchaser) of any instance of which the person or organization becomes aware that the confidentiality of such PHI & EPHI was breached

iii. Except as otherwise limited in this Addendum, Provider may use PHI & EPHI to provide Data

Aggregation services to Purchaser as permitted by 45 CFR § 164.504(e)(2)(i)(B).

iv. Provider may use PHI & EPHI to report violations of law to appropriate Federal and State authorities, consistent with § 164.502 (j)(1).

Vendor [#]

6. Health Information Safeguards. Provider shall develop, implement, maintain and use appropriate administrative, technical and physical safeguards to prevent the improper use or disclosure of any PHI and EPHI received from or on behalf of Purchaser and shall comply with the Privacy and Security provisions of HIPAA as they apply to Provider.

7. Electronic Health Information Security and Integrity. Provider shall develop, implement, maintain and use appropriate administrative, technical and physical security measures in compliance with Section 1173(d) of the Social Security Act, Title 42, section 1320d-2(d) of the United States Code and Title 45, Part 142 of the CFR to preserve the integrity and confidentiality of all electronically maintained or transmitted Health Information received from or on behalf of Purchaser pertaining to an Individual. Provider shall document and keep these security measures current, and if requested, provide this documentation to the purchaser.

8. Protection of Exchanged Information in Electronic Transactions. If Provider conducts any Standard Transaction for or on behalf of Provider, Provider shall comply, and shall require any subcontractor or agent conducting such Standard Transaction to comply, with each applicable requirement of Title 45, Part 162 of the CFR. Provider shall not enter into or permit its subcontractors or agents to enter into any Trading Partner Agreement in connection with the conduct of Standard Transactions for or on behalf of Provider that: (a) changes the definition, Health Information condition or use of a Health Information element or segment in a Standard; (b) adds any Health Information elements or segments to the maximum defined Health Information set; (c) uses any code or Health Information elements that are either marked "not used" in the Standard's Implementation Specification or are not in the Standard's Implementation Specification(s); or (d) changes the meaning or intent of the Standard's Implementation Specification(s).

9. Obligations and Activities of Provider.

a. Provider agrees to not use or disclose PHI & EPHI other than as permitted or required by the Addendum or as Required by Law.

b. Provider agrees to use appropriate safeguards to prevent use or disclosure of PHI & EPHI other than as provided for by this Addendum.

c. Provider agrees to mitigate, to the extent practicable, any harmful effect that is known to Provider of a use or disclosure of PHI & EPHI by Provider in violation of the requirements of this Addendum.

d. Provider shall report to Purchaser any use or disclosure of PHI & EPHI not authorized by this Addendum.

Provider shall make the report to Purchaser’s Privacy Official, not less than one business day after Provider learns of such unauthorized use or disclosure.

e. If Provider provides any PHI & EPHI which was received from, or created for, Purchaser to a subcontractor or agent, then Provider shall require such subcontractor or agent to agree by a written contract to the same restrictions and conditions as are imposed on Provider by this Agreement.

f. Provider agrees to provide access, inspect or copy PHI & EPHI in Provider’s custody or control that pertains to such Individual as required by 45 CFR §164.524.

g. Provider shall, upon receipt of notice from Purchaser, promptly amend or correct PHI & EPHI received from or on behalf of Purchaser, as required by 45 CFR §164.526.

h. Provider shall make its internal practices, books and records, including policies and procedures relating to the use and disclosure of PHI & EPHI received from or on behalf of, or created for, Purchaser available to Purchaser, or at the request of Purchaser, to HHS or its designee for the purpose of determining Purchaser’s compliance with provisions of Title 45, Parts 160 and 164 of the CFR. Provider shall promptly notify Purchaser of communications with HHS regarding PHI & EPHI provided by or created by Purchaser and shall provide Purchaser with copies of any information Provider has made available to HHS under this provision.

i. Provider agrees to document and to provide Purchaser with a list of those disclosures of PHI & EPHI made by Provider or its subcontractors or agents for which Purchaser is…