COMMUNITY CARE CONNECTIONS OF WISCONSIN PURCHASE-OF-SERVICE CONTRACT

CONTRACT NUMBER

a. I. PARTIES

This contract is made and entered into this 1st day of January, 2015, by and between COMMUNITY CARE CONNECTIONS OF WISCONSIN, hereinafter referred to as Purchaser, and , hereinafter referred to as Provider. This contract is to be effective for the period January 1, 2015 through December 31, 2015.

b. II. CONTACT PERSONS AND CONTRACT ADMINISTRATORS

Purchaser's employee responsible for administration of this contract and the contact person will be, Provider Relations Contract Manager, whose principal business address is 3349 Church Street, Stevens Point, WI 54481. Provider's employee responsible for administration of this contract and the contact person is , whose principal business address is . If either party changes its contact person, it will notify the other party of the name and address of the new contact person in writing within 10 business days of the change.

c. III. PURPOSE

It is understood that Purchaser has entered into a contract with the Wisconsin Department of Health Services (DHS) to provide long term care benefit services through a per member, per month payment. The purpose of this contract is to formalize the terms and conditions of the Provider’s services to all eligible MCO members receiving authorized services.

Definitions and Acronyms:

ADRC – Aging and Disability Resource Center

Business Days – a business day is any day including Monday to Friday and does not include weekends or holidays.

CCCW – Community Care Connections of Wisconsin

CMS – Center for Medicare and Medicaid Services

Clean claim – Is a complete and accurate claim that includes all provider and member information necessary to process the claim including all appropriate service and authorization codes.

COMMUNITY CARE CONNECTIONS OF WISCONSIN - Name of Purchaser

DHS – Department of Health Services, State of Wisconsin

Eligible MCO Member - A consumer who meets functional and financial eligibility for the Family Care program and successfully enrolls into Purchaser’s MCO.

Family Care - The name given to the program which utilizes a MCO to provide long term care benefits through a per member, per month payment.

1 MCO – Managed Care Organization operated by Purchaser.

Timely Filing - claims must be filed within 90 calendar days from the date of service. The claim filing timeline does not end with the original claim submission. If a claim is rejected or denied back to the provider, the provider must submit a corrected claim within the original 90 calendar days from the date of service.

d. IV. STATUS OF PARTIES

Purchaser and Provider agree that each acts in an independent capacity in the performance of this contract and not as an employee or agent of the other. The parties agree to cooperate with each other for the purposes of providing benefits and access to care for eligible MCO members.

The relationship between Provider and Purchaser under this Agreement will be construed and deemed to be between independent contractors and for the sole purpose of carrying out the terms of this Agreement. Nothing in this Agreement will be construed to create a partnership, joint venture, employer-employee or principal-agent relationship between the parties, nor will the parties hold themselves out as being a partnership, joint venture, and employer-employee or principal-agent relationship. As between MCO and Provider, each has full, complete, absolute and sole authority and responsibility regarding its own operations; and none shall have any direction or control over the manner in which any other performs its obligations.

e. V. PAYMENT FOR SERVICE

Purchaser agrees to pay Provider for the services provided in accordance with this contract at the rate(s) specified in Appendix 1. All payments by Purchaser will be made via direct deposit to Provider.

Payment for Medicaid state plan services (as specified in s.49.46(2) Wis. Stats. and HFS 107 Wis. Admin. Code) for Medicaid recipients who are covered members will occur through the Medicaid program in accordance with the Medicaid program policies and procedures.

WPS must receive claim within ninety (90) calendar days from the date of service if there is not third party payor and 90 days from the date of the EOB with claims of a third party payor. The claim filing timeline does not end with the original claim submission. If a claim is rejected or denied back to the provider, the provider must submit a corrected/new claim within the original 90 calendar days from the date of service. Purchaser shall pay, partially pay or deny 90% of clean paper claims within thirty (30) calendar days of receipt and 90% of clean electronic claims within twenty (20) calendar days of receipt.

Date of receipt means the date third party administrator (TPA) receives the claim, as indicated by its date stamp on the claim. WPS is the third party administrator for Community Care Connections of Wisconsin.

Claims will be submitted on forms deemed appropriate by Purchaser as documentation of services provided. Providers can submit paper claims (HFCA 1500, UB04 or the CCCW claim form), the spreadsheet, or electronic claims through our EDI department either using a clearing house or the free PCACE Pro 32 software. Provider agrees to bill and collect payment from other third party payors (Medicare, private insurance, DVR, VA, other health liability) prior to submitting bills to Purchaser. Purchaser will be payor of last resort. In the event the primary payor denies the claim or makes only a partial payment on the claim, provider must submit a clean claim to WPS within 90 days of the date of Explanation of Benefits from primary payor source. All payments and/or denials 2 are accompanied by an Explanation of Benefits (EOB) or rejection notice, which gives the specific explanation of the payment amount or specific reason for the payment denial. Provider is responsible for verifying member’s insurance eligibility and whether member is enrolled in Purchaser’s MCO.

Provider agrees to follow Coordination of Benefits (COB) procedures established by the Wisconsin Office of the Commissioner of Insurance, acknowledging that the Purchaser is always the secondary payor in circumstances where an eligible MCO member is covered by a third party payor. If the Purchaser is not primary in a COB situation, the Provider will bill other primary third party payors first. In the event that the primary payor denies the claim or makes only a partial payment on the claim, the Provider will submit invoices to the Purchaser within ninety (90) calendar days of receiving the primary payor’s denial or partial payment. For services performed under this contract and provided to an eligible MCO member, the Provider agrees to accept payments made by the Purchaser and/or any third party payors as payment in full and will not bill members or the Wisconsin Department of Health Services for amounts not fully paid by the Purchaser. This provision continues in effect even if the Purchaser becomes insolvent.

The MCO and the subcontractor may not bill a member, members family, or significant other for services in the benefit package, except in accordance with provision in Departments Guidance to MCOs regarding Members Use of Personal Resources. MCO Member Rights Specialist must review all situations of members use of personal resources prior to action taking place.

f. VI. CLAIMS DISPUTE

If Provider wishes to dispute a claim denial claims payment or late payment, it may request that the Purchaser reconsider its action by filing a written request with Purchaser’s Provider Claims Appeals within sixty (60) calendar days of the initial denial or partial payment.

The Provider shall mail the written request to this address:

Provider Claims Appeals Community Care Connections of Wisconsin 3349 Church Street, Suite 1 Stevens Point, WI 54481

Provider may appeal Purchaser’s reconsideration decision or failure of the Purchaser to respond within forty-five (45) calendar days of a reconsideration request, by filing a written request to the DHS within sixty (60) calendar days of the Purchaser’s final decision or failure to respond. In filing a request for reconsideration or appeal, Provider shall clearly mark it as an “appeal” and indicate the Provider’s name and address, date of service, date of billing, date of rejection, and reasons for Provider’s request for reconsideration or appeal.

The Provider shall mail the appeal to this address:

Provider Appeals Investigator Office of Family Care Expansion 1 West Wilson Street, Room 518 P.O. Box 7851 Madison, WI 53707-7851

g. VII. ACCESS

Provider must not create barriers to access of necessary services by any requirements it imposes and must offer hours of operation that are no less than the hours of operation offered to commercial 3 members or fee for service members. Provider will submit to Purchaser, upon request, any policies and procedures it develops that are material to providing services so that Purchaser is able to assure that barriers are not created.

h. VIII. SERVICE AUTHORIZATION

Provider agrees to comply with Purchaser’s process to receive required prior authorization for providing the services under this contract. Providers can obtain appropriate authorization by contacting COMMUNITY CARE CONNECTIONS OF WISCONSIN at (715) 345-5968/(877) 622- 6700, fax at (715)345-5725 or email to [email protected]

i. IX. WITHHOLDING

Purchaser may withhold any and all payments otherwise due Provider if Provider fails to perform in accordance with this contract, and may hold the payments until Provider corrects it failure to perform. Purchaser will notify Provider in writing of any proposed withholding at least fourteen (14) calendar days prior to implementing such action, and include all reasons for such action. The Provider will be given the opportunity to negotiate resolution to issues involved before any withholding is implemented.

j. X. MCO LIABILITY

The parties acknowledge that the Purchaser has legal liabilities under its contract with DHS and that nothing herein shall relieve, or be construed to relieve, Purchaser of its obligation under that contract. Any term in this contract that is later determined to be inconsistent with the Purchaser’s obligation under its contract with DHS or that in any way terminates Purchaser’s legal liability to DHS shall become null and void.

k. XI. LICENSURE AND CERTIFICATION

1) As applicable to service being provided, Provider shall maintain all required licensure, certification, and/or accreditation during the term of this contract and provide verification to MCO. Health professionals who are certified by Medicaid agree to provide information about their education, Board certification, and recertification upon request of the Purchaser.

2) When purchasing services for eligible MCO members, Purchaser will use providers who:

A.1.a. Are certified by the Medicaid program for those services in this contract which are Medicaid state plan services; A.1.b. Meet the standards of Wisconsin’s Home and Community Based Waivers; A.1.c. Meet the Purchaser’s provider standards, which have been approved by the State. See Appendix 2.

3) Provider shall immediately notify Purchaser in writing of any changes or threatened changes to its Medicaid certification/licensure or other certification or accreditation. The notification can be mailed to:

Provider Relations Contract Manager Community Care Connections of Wisconsin 3349 Church Street, Suite 1 Stevens Point, WI 54481

4 l. XII. CULTURAL COMPETENCY

Purchaser agrees to deliver services in a culturally sensitive manner. The Purchaser’s approach to service delivery must honor the member’s beliefs and customs and be sensitive to the cultural diversity and background of the member. This cultural sensitivity will be demonstrated in written and verbal communication with the member and their family, and in training of the Provider’s staff who deliver the service.

m. XIII. EXCLUSION FROM STATE AND FEDERAL HEALTH CARE PROGRAMS

Both parties represent and warrant that Provider and Purchaser and their owners and employees are not excluded from participation in any Federal health care programs, as defined under 42 U.S.C. § 1320a-7b(f), or any form of state Medicaid program, and to each party’s knowledge, there are no pending or threatened governmental investigations that may lead to such exclusion. Each party agrees to notify the other party of the commencement of any such exclusion or investigation with seven (7) business days of first learning of it. Both parties shall have the right to immediately terminate this contract upon learning of any such exclusion and shall be apprised by the other party of the status of any such investigation. See Appendix 4.

XIV. SANCTIONS/CRIMINAL INVESTIGATIONS

Provider must notify Purchaser of any sanctions imposed by a governmental regulatory agency and/or regarding any criminal investigation(s) involving the provider within five (5) business days of first learning about the sanctions and/or criminal investigation(s).

n. XV. ACCESS TO PREMISES

Provider shall allow duly authorized agents or representatives of the Purchaser, DHS, or Federal Department of Health and Human Services, during normal business hours, access to its premises to inspect, audit, monitor, or otherwise evaluate the performance of Provider and its subcontractors, if any. In the event access is requested, Provider shall make staff available to assist in the audit or inspection effort and provide adequate space on the premises to reasonably accommodate personnel. All inspections and audits will be conducted in a manner that will not unduly interfere with the performance of the Provider’s activities.

o. XVI. RECORDS AND REPORTING

1) Provider shall maintain and preserve individual eligible MCO member records in accordance with established professional standards and applicable state and federal law. These records shall be safe guarded against loss, destruction, or unauthorized use and shall remain confidential as required by state and federal law. Individuals have the right to approve or refuse the release of personally identifiable information, except when such release is authorized by law. 2) Individuals shall have access to their records in accordance with applicable state or federal law. Provider shall use its best efforts to make records available to eligible MCO members or their authorized representatives within ten (10) business days of the record request. 3) Provider shall have procedures to provide for the prompt transfer of records and exchange of information to Purchaser and other providers for the purposes of managing the eligible MCO member’s medical and long term care and providing referral services. 4) Provider agrees to make records available to members and his/her authorized representative 5 within 10 (ten) business days of the record request if the records are maintained on site and sixty (60) calendar days if maintained off site in accordance with the standards in 45 CFR 164.524 (b) (2). 5) Provider shall transfer member records at the request of Purchaser within fifteen (15) business days pursuant to MCO member grievances. If Provider is unable to meet the fifteen (15) business days Provider must explain why in writing and indicate when records will be provided. 6) Purchaser and duly authorized state and federal representatives shall have the right upon request to inspect, examine, or copy records, including individual records, pertaining to this contract and maintained by the Provider. Purchaser and Provider may negotiate a reasonable reimbursement which takes into account cost incurred in providing such records. 7) Provider shall maintain and, upon request, furnish to Purchaser any and all information requested by Purchaser relating to the quality and quantity of services covered by this contract. Purchaser and Provider may negotiate a reasonable reimbursement which takes into account costs incurred in providing such records. 8) Provider shall keep written records describing the care and services they provide to eligible members and written records indicating when they provided services to each eligible member. Provider records should include dates that services were performed, types of care and services that were provided, and additional information as specified by Purchaser. 9) Provider shall maintain clearly identified and readily accessible documentation of costs supported by properly executed payrolls, time records, invoices, contracts, vouchers, or other official documentation evidencing in proper detail the nature and propriety of the services provided. 10) Provider agrees to maintain and preserve its accounting and other financial management records pertaining to this contract in a form and manner consistent with all applicable state and federal laws and principles of proper accounting and financial management. 11) Provider shall maintain records for a period of not less than five (5) years from the date this contract ends. Records involving matters that are subject of litigation, claims, financial management review or audit shall be retained for a period of not less than five (5) years following the termination of litigation, claim, financial management review or audit. . Upon expiration of the five (5) year retention period, Provider may request from Purchaser the authority to destroy, dispose of, or transfer the records. 12) Provider agrees to preserve the confidentiality of member’s records and access to this information shall be limited to persons or agencies who require information in order to perform their duties related to this contract.

Provider shall meet all reporting requirements imposed by Purchaser for the purposes of reviewing and auditing Provider’s performance under this contract and Purchaser’s performance under its contract with DHS. Specifically, Provider shall timely provide all utilization data, in the format specified by Purchaser, that is requested by Purchaser related to Purchaser’s quality assurance/quality improvement programs and utilization review. Provider shall also adhere to all Critical Incident Reporting standards (see appendix 2). Provider must also submit any Statement of Deficiency or Letter of Clearance from Department of Health Services for any licensed service within seven (7) days of receipt.

Provider shall supply to DHS and DHS's authorized agents any member information, to include member health records, requested by DHS or DHS's authorized agent, necessary to allow DHS and DHS's authorized agents to perform any required function. This member information shall be provided without cost, including but not limited to copying fees of member health records.

p. XVII. COMPLAINTS AND GRIEVANCES

6 Purchaser shall be notified in writing of all MCO member complaints filed in writing against the Provider. Members have the right to file grievances against Providers and have the right to not be treated adversely for filing a grievance. Provider agrees to fully cooperate with Purchaser in researching and resolving complaints and grievances regarding Provider’s services. Such cooperation will include furnishing information to Purchaser within fifteen (15) business days of its request, or within requested number of business days if the grievance is expedited.

The Purchaser shall furnish Provider with a copy of members’ approved grievance and appeal procedures as part of the Provider Handbook p. 19. In the event that a member complains directly to the Provider, the member must be given a copy of these procedures which contains: , 1. A statement of member rights. 2. Information about all levels where a complaint or grievance is registered. 3. Information about persons or organizations that may assist with the complaint or grievance process.

q. XVIII. SAFETY

Provider attests to meeting all applicable OSHA requirements and similar local, state and federal safety laws.

r. XIX. INDEMNIFICATION

1) The Provider and Purchaser each agree to indemnify, defend, and hold harmless, to the fullest extent permitted by law, the other, and the other’s agents, officers, and employees, from and against all losses or expenses, including costs and attorney fees, suffered by the other by or reason of liability for injury or damages in suits at law or in equity and caused by any wrongful, intentional, or negligent act or omission on its part, or on the part of its agents and/or subcontractors, that was connected with, or that arose out, of any activity covered by this contract. 2) Provider shall indemnify and hold Community Care Connections of Wisconsin harmless from any award of damages and costs against Community Care Connections of Wisconsin for any action based on US patent or copyright infringement regarding computer programs involved in the performance of the tasks and services covered by this contract. 3) Provider agrees to indemnify the Purchaser for any amount Purchaser may be required to repay to the Wisconsin Department of Health Services by virtue of payments to Provider by Purchaser under this contract that the Department of Health Services determines to be overpayments or inappropriate payment. 4) In the event of any action, suit, or proceedings against Provider upon any matter herein indemnified against, Provider shall within five (5) business days cause notice in writing thereof to be given to Purchaser by certified mail, addressed to its post office address. Provider shall cooperate with Purchaser and its attorneys in defense of any action, suit, or other proceeding.

s. XX. INSURANCE

1) Provider agrees that in order to protect itself as well as Purchaser, its officers, Board, and employees under the indemnity provisions set forth in the paragraph above, Provider will at all times, during the term of this contract, keep in force insurance policies issued by an insurance company authorized to do business and licensed in the State of Wisconsin. Unless otherwise specified in Wisconsin Statutes, the types of insurance coverage and minimum amounts shall be as follows:

7 a Workers’ Compensation: (if applicable) Wisconsin Statutes Chapter 102 b Comprehensive general liability: minimum amount $500,000 c Auto liability (if applicable): minimum amount $300,000 d Professional liability (if applicable): minimum amount $500,000 e Umbrella liability (as necessary): minimum amount $1,000,000 f List CCCW as an ‘additional insured’ on insurance policy.

2) The Provider shall give thirty (30) calendar days advanced written notice of any cancellation or non-renewal of insurance during the term of this contract to Purchaser. Upon execution of this contract, the Provider will furnish Purchaser with written verification of the existence of such insurance. 3) In the event of any action, suit, or proceedings against Provider upon any matter herein indemnified against, Provider shall within five (5) business days cause notice in writing thereof to be given to Purchaser by certified mail, addressed to its post office address. Provider shall cooperate with Purchaser and its attorneys in defense of any action, suit, or other proceeding.

t. XXI. AUDIT/FINANCIAL REPORTING

Provider agrees to adhere to the following audit requirements unless Provider receives a waiver of such requirements in writing from Purchaser. Waiver request shall identify calendar year of requested audit, contact person, contact information and reason for request. Provider shall assure waiver is received by Purchaser prior to year end of calendar year the audit is requested for. The request can be mailed to:

Provider Relations Contract Manager Community Care Connections of Wisconsin 3349 Church Street, Suite 1 Stevens Point, WI 54481

If the Provider conducts an annual audit the Provider shall provide an audit which complies with the terms of this contract and with DHS Audit Standards stated in the Provider Agency Audit Guide. If non-allowable costs are identified in the audit, which have been paid by Purchaser, Purchaser reserves the right to recoup such costs.

If the Provider receives payment greater than $50,000 annually during the term of this contract from Community Care Connections of Wisconsin, the Provider shall provide an annual income, balance, and expense statement. (http://www.mycccw.org/ProviderNetwork/images/stories/Balance_Sheet_Example.pdf)

The Provider agrees to deliver to the Purchaser one copy of the annual income, balance and expense statement or resultant audit report, within 30 calendar days of its receipt by the Provider, but not later than 180 calendar days after the completion of the Provider's fiscal year.

The Purchaser reserves the right to conduct an independent audit of the Provider agency if the Provider fails to secure an audit that meets the requirements, or a follow-up review of selected areas if determined to be necessary. In the event the Provider fails to secure a required audit, Purchaser costs for completing an audit will be charged back to the Provider, or deducted from future payments.

Material failure on the part of the Provider to comply with these requirements shall result in withholding of any payments otherwise due Provider from Purchaser and ineligibility for future contracts with Purchaser until such time as the requirements are met. Purchaser will notify Provider in writing at least fourteen (14) calendar days prior to implementing such action, and include all 8 reasons for such action. The Provider will be given the opportunity to negotiate resolution to issues involved before any withholding is implemented.

u. XXII. ELIGIBILITY STANDARDS FOR RECIPIENTS OF SERVICES

Provider understands and agrees that the eligibility of members that receive the services under this contract from Provider will be authorized by Purchaser.

The use or disclosure by any party of any information concerning eligible MCO members who receive services from Provider for any purpose not connected with the administration of Provider's or Purchaser's responsibilities under this contract is prohibited except with the informed, written consent of the person or their guardian. v. XXIII. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 “HIPAA” APPLICABILITY

The Provider agrees to comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA) to the extent those regulations apply to the services the Provider provides or purchases with funds provided under this contract. Personally identifiable information sent through email must be done via encrypted/secure email transmissions.

w. XXIV. CIVIL RIGHTS COMPLIANCE

1) The Provider agrees to submit to the Purchaser a copy of the Subrecipient Civil Rights Compliance Action plan for meeting Equal Opportunity Requirements under Title VI and VII of the Civil Rights Act of 1964, Section 503 and 504 of the Rehabilitation Act of 1973, Title VI and XVI of the Public Health Service Act, the Age Discrimination Act of 1975, the Age Discrimination in Employment Act of 1967, the Omnibus Budget Reconciliation Act of 1981, the American with Disabilities Act (ADA) of 1990, and the Wisconsin Fair Employment Act except if you meet the following criterion…  A Provider that provides only services in the benefit package  A Provider that is paid less than $25,000 annually from Purchaser.  A Provider that has less than 25 employees regardless of the amount of the contract  Is a federal government agency or Wisconsin municipality  Has a balanced work force. The provider shall attach its individual CRC Action Plan as part of this contract if they are not excluded in list above. If an approved plan has been received during the previous calendar year, a plan update is acceptable. The plan may cover a two year period. Information on these requirements can be found at http://www.dhfs.state.wi.us/civilrights/ or through the Department of Health and Family Services, Office of Affirmative Action and Civil Rights Compliance, P.O. Box 7850, 1 West Wilson Street Madison, WI 53707-7850, (608) 266-9372 (Voice), or (888) 701-1251 (TTY). 2) The Provider agrees to the following provisions: a. No otherwise qualified person shall be excluded from participation in, be denied the benefits of, or otherwise be subject to discrimination in any manner on the basis of race, color, national origin, sexual orientation, religion, sex, disability, or age. This policy covers eligibility for and access to service delivery, and treatment in all programs and activities. b. Except where s.111.337 Wis. Stat. applies, no otherwise qualified person shall be 9 excluded from employment, be denied the benefits of employment or otherwise be subject to discrimination in employment in any manner or term of employment on the basis of age, race, religion, color, sex, national origin, ancestry, handicap (as defined in Section 504 and the American with Disabilities Act (ADA), arrest or conviction record, sexual orientation, political affiliation, marital status, or military participation. All employees are expected to support goals and programmatic activities relating to non- discrimination in employment. c. The Provider shall post the Equal Opportunity Policy, the name of the Equal Opportunity Coordinator and the discrimination complaint process in conspicuous places available to applicants and clients of services, and applicants for employment and employees. The complaint process will be according to Purchaser's standards and made available in languages and formats understandable to applicants, clients and employees. d. The Provider agrees to comply with the Purchaser's civil rights compliance policies and procedures. e. The Provider agrees that through its normal selection of staff, it will employ staff with special language skills or find persons who are available within a reasonable period of time and who can communicate with limited or non-English speaking or hearing impaired clients at no cost to the client; provide aids, assistive devices, and other reasonable accommodations to the client during the application process, in the receipt of services, and in the processing of complaints or appeals; train staff in human relations techniques and sensitivity to cultural patterns; and making the programs and facilities accessible, as appropriate, through outstations, authorized representatives adjusted work hours, ramps, doorways, elevators, or ground floor rooms, and Braille, large print, or taped information for the visually impaired; posted and/or available informational materials in languages and formats appropriate for the needs of the client population. f. The Purchaser will take constructive steps to ensure compliance of the Provider with the provisions of this subsection. The Provider agrees to comply with Civil Rights monitoring reviews performed by the Purchaser, including the examination of records and relevant files maintained by the Provider. The Provider further agrees to cooperate with the Purchaser in developing, implementing, and monitoring corrective action plans that result from any reviews.

x. XXV. CAREGIVER BACKGROUND CHECKS

Provider agrees to comply with the provisions of DHS 12 and DHS 13, WI Administrative Code online at http://www.legis.state.wi.us/rsb/code/index.html and Caregiver Background Check Manual online at http://www.dhfs.state.wi.us/caregiver/publications/CgvrProgMan.htm .

Provider shall conduct caregiver background checks at its own expense of all employees assigned to do work for Community Care Connections of Wisconsin under this contract.

Provider agrees to maintain a policy and procedure that clearly requires employees to notify employer of criminal arrests and convictions, and policy on conducting new background checks at least every four years or earlier, if Provider has reason to suspect a check is necessary. Provider will attach attestation form of Caregiver Background Checks to this contract (Appendix 3).

Purchaser maintains the right to not contract with a Provider it deems unsafe based on the findings of criminal conviction from a caregiver background check.and background check may be made available to member upon request.

10 y. XXVI. FINANCIAL STABILITY

Provider certifies by execution of this contract to have or have access to 30 days of operating expenses to sustain the cost of provision of services provided under this contract. Community Care Connections of Wisconsin retains the right to request verification of Provider’s financial stability.

z. XXVII. RESTRICTIVE MEASURES

Provider shall comply with ss.51.61(1)(i) and 46.90(1)(i) of the Wis.Stats. and s. DHS 94.10 of the Wis. Admin. Code in any use of isolation, seclusion , restrictive measures, physical and medical restraints and protective equipment.

aa. XXVIII. CONTRACT REVISIONS, RENEWAL, AND/OR TERMINATIONS

Revision of this contract must be agreed to by Purchaser and Provider by an addendum signed by the authorized representatives of both parties.

Purchaser maintains the ability to terminate or suspend this contract when it perceives there is a deficiency in Provider’s performance under this contract. Provider will receive notice of Purchaser’s decision to suspend or terminate this contract in writing from MCO Provider Relations Contract Manager, along with a written copy of the MCO’s Provider appeal process for contract suspensions or terminations.

Provider shall notify Purchaser in writing immediately whenever it is unable to provide the required quality or quantity of services. Upon such notification, Purchaser and Provider shall determine whether such inability will require a revision or cancellation or suspension of this contract.

This contract can be terminated or re-negotiated by a thirty (30) calendar day written notice by either party or on an annual basis.

In the event that the contract is terminated or not renewed by either Purchaser or Provider, Provider agrees to cooperate in transitioning services provided to eligible MCO members under this contract to Purchaser or to another Provider designated by Purchaser.

Contract Suspension/Termination Appeals Process All suspensions or terminations of contract will be sent via certified mail to Provider in writing from CCCW Provider Relations Contract Manager. Letter will contain the deficiency in Provider’s performance under the contract. Any inquiry regarding the suspension or termination can be addressed to the Provider Relations Contract Manager who sent the letter.

If you are disputing this decision, you may appeal by submitting a separate letter, within 30 calendar days of the receipt of letter stating suspension or termination of your contract to:

Executive Director of Operations overseeing the Community Resource Department Community Care Connections of Wisconsin 3349 Church Street, Suite 1 Stevens Point, WI 54481

The letter must be clearly marked as “Formal Suspension or Termination Appeal”. It must contain the provider’s name, provider’s address, date you are submitting your appeal, and detailed

11 documentation for reasons you are appealing the contract suspension or termination decision.

Community Care Connections of Wisconsin will provide written response within 30 days of the date the appeal is received by CCCW.

Provider’s status as a contracted Provider will continue to be suspended or terminated during appeal process.

ab. XXIX. PROHIBITED PRACTICE

Provider is prohibited from engaging in or producing communication, activities, or written materials that make any assertion or statement that the MCO or Provider is endorsed by the State or Federal government, CMS, or any other entity.

Marketing/outreach activities or materials distributed by Provider, which claim in marketing its services to the general public, that the Family Care program will pay for an individual to continue to receive services from the provider after the individual’s private financial resources have been exhausted are prohibited.

Provider shall report any suspected fraud and abuse involving the Family Care program to MCO Program Integrity Officer, within ten (10) business days. This includes administrative fraud within Provider’s agency, Provider’s knowledge of fraud by MCO members, and Provider’s knowledge of fraud by MCO employees.

For purposes of this contract section, “Fraud” is defined as: an intentional deception or misrepresentation made by a person or entity with the knowledge that the deception or misrepresentation could result in some unauthorized benefit to him/herself, itself, or to some other person or entity. It includes any act that constitutes fraud under applicable Federal or State law. “Abuse” is defined as any practice that is inconsistent with sound fiscal, business, or medical practices and results in unnecessary program costs, or reimbursement for services that are not medically necessary or that fail to meet professionally recognized standards or contractual obligations for health care. It also includes beneficiary practices that result in unnecessary cost to the program.

According to accountable Care Act 42CFR 455.2 and 455.23, purchaser may suspend payment to provider pending an investigation of a credit allegation of fraud.

ac. XXX. CONDITIONS OF THE PARTIES' OBLIGATIONS

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 of the Wisconsin Department of Health Services shall serve to terminate this contract, except as further agreed to by the parties hereto. This contract is not assignable by Provider either in whole or in part, without the prior written consent of Purchaser.

Nothing contained in this contract shall be construed to supersede the lawful powers and duties of either party.

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 contract supersedes all oral agreements and negotiations between the parties relating to the subject matter thereof.

12 ad. XXXI. SERVICE DELAY NOTIFICATION

Provider will initiate services on the date indicated in the letter of service authorization, and will immediately report to Purchaser any anticipated lag or delay in the provision of services.

ae. XXXII. PROVIDER SUBCONTRACTS af. ag. Provider may engage subcontractors to furnish services covered by this Contract provided that Provider gives Purchaser prior notice of its intent to subcontract and identifies the subcontracting party. CCCW has the right to deny a Provider proposal to enter into a subcontract. In the event that the Provider subcontracts services, Provider shall remain responsible to Purchaser for the performance of the subcontracted services and shall be responsible for any acts or omissions of its subcontractors. Provider shall ensure that its subcontractors are bound by, and comply, with the terms and conditions of this Contract.

13 ah. XXXIII. SIGNATURES

1) This contract is agreed upon and approved by the authorized representatives of COMMUNITY CARE CONNECTIONS OF WISCONSIN and . 2) The parties in execution of this contract certify that each has lawful authority to enter the agreement and that each has read and agreed to abide by all of its terms.

By: ______Authorized Representative

Its: ______Title

Date: ______

COMMUNITY CARE CONNECTONS OF WISCONSIN

By: ______Authorized Representative

Its: Chief Executive Officer – Mark Hiliker ______Title

Date: 12/12/2014 ______

14 CERTIFICATION REGARDING LOBBYING

Certification for Contracts, Grants, Loans, and Cooperative Agreements

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

By ______Date ______(Signature and Title of Provider Official Authorized to Sign)

For: ______Provider Agency

15 APPENDIX 1

PAYMENT

Reimbursement for authorized long term care services provided to eligible MCO members will be determined in accordance with this Appendix.

SERVICE RATE

*Payment for Medicaid State Plan Services (as specified in s.49.46(2) Wis. Stats. and HFS 107 Wis. Admin. Code) shall be the lesser of: the Medicaid rate in effect at the time service is provided or the Provider's billed charges.

APPENDIX 3

16 Caregiver Background Checks Attestation Form

A. Provider shall comply with the provisions of HFS 12, Wis. Admin Code.

B. Provider shall conduct background checks at its own expense of all employees assigned to do work for the Purchaser under this contract.

C. 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, and the Department of Regulation and Licensing, as well as out of State Records, tribal court proceedings and military records.

D. Provider shall not assign any individual to conduct work under this contract who does not meet with requirement of this law.

E. Provider shall train its staff to immediately report all allegations of misconduct to their immediate supervisor, including abuse and neglect of a member or misappropriation of member’s property. Staff shall also report to their immediate supervisor, as soon as possible, but no later than the next working day, when they have been convicted of any crime or have been, or are being investigated by any government agency for any act or offense (HFS 12.07 (1)).

F. The Provider shall notify the Purchaser in writing via certified mail within one (1) business day if an employee has been charged with or convicted of any crime specified in HFS 12.07(2).

G. Provider shall maintain the results of background checks on its own premises for at least the duration of the contract. Purchaser may audit Provider Personnel files to assure compliance with State of Wisconsin Caregiver Background Check Policy.

H. After the initial background check at the time of employment, licensure or contracting, the Provider must conduct a new Caregiver Background Check every (4) years, or at any time within that period, if the Provider has reason to believe a new check should be obtained.

Provider signature certifies that it meets all applicable requirements for Caregiver Background Checks.

______Signature Date

APPENDIX 4

17 Certification Regarding Debarment and Suspension

The undersigned (authorized official signing for the applicant organization) certifies to the best of his or her knowledge and belief that the applicant defined as the primary participant in accordance with 45 CFR Part 76, and its principals.

(A.1) Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency; (A.2) Have not within 3-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (Federal, State, or local) transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statement, or receiving stolen property. (A.3) Are not presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses; and (A.4) Have not, within a 3-year period preceding this application, had one or more public transactions (Federal, State, or local) terminated for cause or default.

Should the applicant not be able to provide this certification, an explanation as to why is required.

______Signature Date

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