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Home My WebLink About20061502.tiff RESOLUTION RE: APPROVE INDEPENDENT CONTRACTOR AGENCY AGREEMENT FOR BENEFIT ASSESSMENT AND CARE MANAGEMENT SERVICES AND AUTHORIZE CHAIR TO SIGN - LIFEPLANS, INC. WHEREAS,the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Independent Contractor Agency Agreement for Benefit Assessment and Care Management Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,on behalf of the Department of Human Services,Area Agency on Aging,and the LifePlans, Inc., commencing upon full execution, with further terms and conditions being as stated in said agreement, and WHEREAS,after review,the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW,THEREFORE,BE IT RESOLVED by the Board of County Commissioners of Weld County,Colorado,that the Independent Contractor Agency Agreement for Benefit Assessment and Care Management Services between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,on behalf of the Department of Human Services, Area Agency on Aging, and the LifePlans, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was,on motion duly made and seconded,adopted by the following vote on the 5th day of June, A.D., 2006. Iont` ti I / X BOARD OF NTY COMMISSIONERS VELD C Y, COLORADO ATTEST: l ±j �' ?v� �-n�� Pj< . J.ile, Chair Weld County Clerk to the �rJ TM' .� •• ( j 1 EXCUSED David E. Long, Pro-Tem BY: '� G wc , i-e2-11CL. _ / De ty Clerk to the Board ' �h- Wil erke 1A D- APP AS TO F • 4. ,V� Robert D. Ma den unty orneyoil� Glenn Vaad= Date of signature: le l Iz1Ctc 2006-1502 C(2 , NS HR0077 MEMORANDUM (itDATE: June 1, 2006 WI`P C TO: M.J. Geile, Chair, Board of County Commissioners FROM: Walter J. Speckman, Executive Director, Human COLORADO Services SUBJECT: Agency Agreement between the Weld County Division of Human Services' Area Agency on Aging and Family Caring Network Enclosed for Board approval is a renewal Agency Agreement between the Weld County Division of Human Services' Area Agency on Aging and the Family Caring Network. The Family Caring Network is a private company that works with multiple insurance providers throughout the United States. The Family Caring Network also purchases services from agencies such as the Area Agency on Aging to provide Benefit Assessments and Case Management Services. This Agreement will update the current Agreement that has been in place since 1998. The reimbursement rate is : $130.00 per assessment. The term of this Agreement will begin as of the date hereof and continue for twelve (12) months unless otherwise terminated. If you have any questions, please contact Eva Jewell, Director of the Weld County Area Agency on Aging at extension 3331. 2006-1502 LIFEPLANS FAMILY CARING NETWORK BENEFIT ASSESSMENT AND CARE MANAGEMENT SERVICE INDEPENDENT CONTRACTOR AGENCY AGREEMENT This Independent Contractor Agency Agreement (Agreement") is made this 8th day of May 2006 by and between Weld County Area Agency On Aging (Agency"), and LifePlans, Inc. and its subsidiary, the Family Caring Network (hereinafter referred to collectively as "LifePlans" or the "Company") (each is a"Party" and collectively the "Parties"). WHEREAS, LifePlans provides Risk Management services to Long Term Care insurers and their claimants. WHEREAS, LifePlans wishes to make use of the services of independent contractors provided by the Agency(the "Contractors") and the Agency wishes to make such services available to LifePlans as set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Description of Services and Responsibilities of the Agency. The Agency agrees to perform the services specified herein utilizing the Contractors, as well as such other services requested by the Company which are necessary and reasonably related to the successful completion of Contractors' Services. The Contractors shall personally provide the Company with benefit assessment and care management services in a designated Territory in accordance with the Terms of this Agreement ("Benefit Assessment and Care Management Services"). a. In performing Benefit Assessment and Care Management Services under this Agreement, the Contractors will utilize their own professional judgment and foresight and use diligent efforts in accordance with the recognized standards of their applicable profession and shall utilize the LifePlans established protocols and time standards specified in Exhibit A. Specifically, all Contractors provided by the Agency shall: i. conduct face-to-face benefit assessment of an individual's overall functional, cognitive, and health status; and perform care management including but not limited to: 1) monitoring and reporting on the service delivery, quality of car provided and status of the claimant; 1/04 1 2) reassessing the claimant's functional, cognitive and health status as these relate to the care provided; and 3) closing the case when a claimant no longer requires Care Management Services. ii. maintain reasonable standards and turn around time in provision of Benefit Assessment and Care Management Services as agreed by the Parties and as detailed in Exhibit A. iii. comply in all respects with applicable federal, state and local regulations, including such regulations, if any, which may require licensure. LifePlans agrees to supply the Agency with a toll free telephone number to be used exclusively for the submission of completed Benefit Assessment and Care Management Services. b. The relationship between the Agency and the Company, as well as between the Contractors and the Company shall, at all times, remain that of independent contractor, and nothing in this contract shall be construed as creating in any respect or for any purpose the relationship of employer and employee between the Company and either the Agency or any Contractor. c. The Company shall have no right to control or direct the details, time, location, manner or means by or in which the Contractors accomplish their Benefit Assessment and Care Management Services. Notwithstanding the foregoing, the Agency understands and agrees that the Benefit Assessment and Care Management Services are typically performed where the claimant currently resides and at a time convenient for the claimant and the Parties and further described in Exhibit A. Such current residence may include the house of the personal residence of the individual to be examined or a long term care facility, including but not limited to an assisted living facility or skilled nursing facility. d. The Agency and the Contractor shall be entirely free to provide their services to persons or entities other than the Company during the term of this Agreement, subject to the confidentiality obligations required by law and as set forth at Paragraph 6 below. 1/04 2 2. Compensation. For each Benefit Assessment and Care Management Service completed and submitted to LifePlans, LifePlans will pay the Agency $130.00 per assessment. If a Contractor arrives at a scheduled appointment but is unable to conduct a Benefit Assessment and Care Management Service due to circumstances outside of the control of the Contractor, LifePlans shall pay to the Agency $35.00. LifePlans will pay the Agency for all services rendered and documented according to the requirements specified in the Agreement within thirty-five (35) days of receipt of the completed Benefit Assessment and Care Management Services. The Agency will be responsible for maintaining all service documentation in accordance with the terms of the Agreement and in accordance with applicable laws. Individual billing records shall be kept for a minimum of five (5) years, and LifePlans, upon reasonable notice, shall have the right at any time during that period to audit, at its own expense, the service records and all related accounting records for individuals referred to the Agency. 3. Term and Termination. The term of this Agreement shall begin as of the date hereof and continue in force for twelve months unless otherwise terminated pursuant to the terms of this Agreement ("Term"). At the expiration of each Term, this Agreement will automatically renew for an additional twelve month period unless a party sends written notice of termination via receipted mail to the other party thirty (30) days prior to the expiration of the then current Term. Upon termination of this Agreement, all property, documents, records, notes, data, memoranda, models and any confidential or proprietary information or documents that are the property of the Company and in the possession or control of the Agency or any Contractor shall be and remain the property of LifePlans and shall be delivered to LifePlans upon demand. Independent Contractor Status. 1/04 3 a. The Company and Agency understand and agree that the Agency and the Contractors will act solely as independent contractor in the arrangement for and performance of Benefit Assessment and Care Management Services, and nothing in this Agreement shall be construed to render the Agency or any Contractor an employee of the Company. b. The Agency shall secure and maintain all insurance, licenses and/or permits, perform all acts, and pay all taxes necessary or required for the performance of any of the Services required under this Agreement including, but not limited to, securing general liability and workers' compensation insurance, and paying all state and federal employment taxes (including unemployment insurance, social security taxes and state and federal withholding taxes). Upon request, the Agency shall provide the Company with appropriate documentation reflecting such insurance coverage and demonstrating compliance with applicable state and federal laws. c. The Agency shall provide all of the facilities, equipment, materials and other items necessary to the proper performance of the Benefit Assessment and Care Management Services. d. Neither the Agency nor any Contractor shall have any authority and shall not bind, represent or speak for the Company for any purposes whatsoever, except as he may be specifically authorized by the Company in writing. e. The Company will record payments to the Agency on, and provide to the Agency, a Form 1099, and the Company will not withhold any state or federal employment taxes. Agency shall pay all such taxes in a timely manner and as prescribed by law. g. Neither the Agency nor any Contractor are, and will not be considered, an employee for any purpose including purposes of the Company's employee policies or benefit plans. Neither the Agency nor any Contractor will be entitled to receive any benefits, expense reimbursements, payments or fees other than those specifically provided herein. Moreover, neither the Agency nor any Contractor shall be entitled to pension or welfare plan benefits or unemployment compensation upon termination of the engagement between the Agency and the Company. No Contractor shall be entitled to workers' compensation, if injured while engaged in services provided to the Company, other than through insurance maintained by the Agency, which insurance the Agency will keep in full force and effect as required by applicable law. The Agency agrees to indemnify the Company and LifePlans, Inc. against any claim by any Contractor for any such benefits, irrespective of whether such Contractor may be deemed to be a an employee for any purpose, including but not limited to for purposes of any tax, wage, employment or labor law. 1/04 4 5. Right to Use Materials, Products and Trademarks. LifePlans hereby grants to the Agency the right to utilize, on an exclusive basis, certain materials developed for use by LifePlans and all products and trademarks related thereto, including, but not limited to, all forms, manuals, assessment instruments, training materials, documentation and other systems used or useful in fulfilling the Agency's obligations under this Agreement("Materials"). The Materials, to the extent utilized by the Agency, shall be used solely for the purpose of providing Risk Assessment activities in accordance with this Agreement. All rights, title and interest in the Materials, including any intellectual property rights associated with the Materials, under any applicable federal or state statutory or common law shall at all times remain vested in LifePlans, Inc. or one or more of its affiliates. LifePlans, Inc. and LifePlans disclaim any express or implied warranty that the Materials or their use will be free from claims of interference or infringement of the patents, copyrights or other proprietary rights of any third party or claims of impermissible use of proprietary information of any third party or any warranty, express or implied, of the accuracy, reliability, technological or commercial value, comprehensiveness or merchantability of the Materials. 6. Confidentiality a. In connection with the performance of the Contractor's Benefit Assessment and Care Management Services, the Agency and the Contractors will from time to time obtain, create or have access to confidential and proprietary information of LifePlans and Individuals (collectively, "Confidential Information"), including without limitation (i) the Materials, (ii) LifePlans' business practices and protocols, and(iii) personal information regarding Individuals, including without limitation"protected healthcare information"as defined under and pursuant to of the Health Insurance Portability and Accountability Act of 1996, 104 P.L. 191, Subtitle F, and regulations from time to time promulgated thereunder ("HIPAA"). The Agency and the Contractors, at all times, both during and after any termination of this Agreement by either party, shall not in any manner, directly or indirectly, use any Confidential Information for the Agency and the Contractor's own benefit, or divulge, disclose or communicate in any manner, or otherwise make available such Confidential Information, unless expressly authorized to do so in writing by an officer of LifePlans 1/04 5 b. The obligations in this Section 6 shall not apply to any information disclosed to or otherwise created or obtained by the Agency to the extent that, and after such time as such information(1) becomes publicly available other than by a breach of this Agreement, (ii) is rightfully received by the Agency from a third party who is not under an obligation of confidentiality with respect thereto, (iii) can be demonstrated to have been independently developed by the Agency without access to or use of any of the Confidential Information of the other Party, or(iv) is known to the Agency at the time of disclosure, provided that the Agency shall have promptly delivered to LifePlans written notice of such prior knowledge. c. The Agency and the Contractor's obligations with respect to Confidential Information shall not apply with respect to any disclosure required by law or duly issued order of a court, of competent jurisdiction, provided the Agency and the Contractor gives to LifePlans prompt, prior written notice of any such disclosure. d. Furthermore, both Parties shall maintain the privacy, security, and confidentiality of all information in accordance with all applicable statutes and regulations, including without limitation the applicable requirements of HIPAA. 7. Certain Privacy and Security Obligations. a. Each Party (a "Receiving Party") hereby assures the other Party (a "Disclosing Party") that Receiving Party will appropriately safeguard"protected health information," as defined from time to time under HIPAA ("Protected Information"), made available to or obtained by such Receiving Party in connection with the Benefit Assessment and Care Management Services. In implementation of such assurance, and without limiting the obligations of either Party otherwise set forth in this Agreement or imposed by applicable law, each Receiving Party hereby agrees to comply with applicable requirements of law relating to Protected Information and with respect to any task or other activity that such Party performs with respect to the Benefit Assessment and Care Management Services, to the extent the applicable Disclosing Party would be required to comply with such requirements. The permitted and required uses and disclosures of such Protected Information by the Agency extend only to performing the Benefit Assessment and Care Management Services and making disclosures of such Protected Information only to LifePlans or its designee, the person who originally transmitted such Protected Information, or as otherwise required by HIPAA or other applicable law. The permitted and required uses and disclosures of such Protected Information by LifePlans extend only to the provision of risk management services to its clients and making disclosures of such Protected Information only to such clients or their designees, Contractor, the person who originally transmitted such Protected Information, or as otherwise required by HIPAA or other applicable law. 1/04 6 b. In amplification and not in limitation of the foregoing, each Receiving Party agrees that such Receiving Party will: (i)Not use or further disclose Protected Information other than as permitted or required by this Agreement; (ii)Not use or further disclose Protected Information in a manner that would violate the requirements of applicable law, if done by Disclosing Party IF Disclosing party were a"Covered Entity" as defined under HIPAA; (iii) Use appropriate safeguards to prevent use or disclosure of Protected Information other than as provided for by this Agreement or an applicable Statement of Work; (iv) Report to Disclosing Party any use or disclosure of Protected Information not provided for by this Agreement or an applicable Statement of Work; (v) Ensure that any subcontractors or agents to whom Receiving Party provides Protected Information received from Disclosing Party agree to the same restrictions and conditions that apply to Receiving Party with respect to such Protected Information; (vi)Make available Protected Information and information with respect to the disclosure of Protected Information in accordance with applicable law; (vii) Make available Protected Information for amendment and incorporate any amendments to Protected Information in accordance with applicable law; (viii) Make Receiving Party's internal practices, books, and records relating to the use and disclosure of Protected Information received from Disclosing Party available to the Secretary of the United States Department of Health and Human Services, if required and permitted by applicable law, and to the extent so required and permitted, for purposes of determining Receiving Party's compliance with applicable law(in all events, Receiving Party shall immediately notify Disclosing Party upon receipt by Receiving Party of any such request, and shall provide Disclosing Party with copies of any such materials); and (ix) Upon termination of this Agreement, if feasible, return, destroy and expunge all Protected Information received from Disclosing Party, or created or received by Receiving Party on behalf of the Disclosing Party, that Receiving Party still maintains in any form and retain no copies of such information, or, if such return or destruction is not feasible, extend the protections of this Agreement and applicable law to the Protected Information and limit further uses and disclosures of the Protected Information after I/04 7 termination of this Agreement to those purposes that make the return or destruction of the Protected Information infeasible. c. Notwithstanding anything herein to the contrary, and without limiting the rights and remedies of Disclosing Party elsewhere set forth in this Agreement or available under applicable law, Disclosing Party may terminate this Agreement without penalty or recourse to Disclosing Party if Disclosing Party determines that Receiving Party has violated a material term of the provisions of this Section 7 of this Agreement, or such violation is imminent and material. d. Receiving Party is permitted to use the information Receiving Party obtains or receives pursuant to this Agreement, if necessary: (i) For the proper management and administration of Receiving Party; or (ii) To carry out the legal responsibilities of Receiving Party in accordance with this Agreement and under applicable law, including for data mining and data aggregation purposes as requested by Disclosing Party. e. Receiving Party is permitted to disclose the information Receiving Party obtains or receives in accordance with this Agreement in order to carry out its legal responsibilities, or for the proper management and administration of Receiving Party, if: (i) The disclosure is required by law; or (ii) Receiving Party obtains reasonable assurances from the person to whom it discloses Protected Information that such Protected Information will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the entity; and (iii) The person to whom Protected Information is disclosed pursuant to this Section notifies the Receiving Party of any instances of which it is aware in which the confidentiality of the Protected Information has been breached. f. This Section 7 shall survive termination of this Agreement. 1/04 8 8. Territory The Agency agrees to provide Benefit Assessment and Care Management Services and may utilize LifePlans' Materials in the geographical area described in Exhibit B, which is attached to this Agreement and incorporated herein by reference ("Territory"). The Territory may be altered by the Agency following 60 days written notice, via certified mail to LifePlans, which written notice shall contain a specific description of the new Territory in which the Agency will provide Benefit Assessment and Care Management Services to LifePlans. Nothing contained in this Agreement shall be construed as requiring LifePlans to exclusively utilize the Benefit Assessment and Care Management Services of the Agency in the Territory. 9. Liability; Indemnity The relationship between LifePlans and the Agency is that of independent contractor, and neither shall be considered an agent or representative of the other for any purpose. Each party shall be responsible for action and services separately attributable to itself and to its employees and staff This paragraph shall survive termination of this Agreement. At all times the Agency shall keep in force a general liability insurance policy issued by a company authorized to transact business in the Agency's state of business. Limits of liability shall be in the amount of$1,000,000 per incident $3,000,000 aggregate. The Agency agrees to indemnify and hold harmless LifePlans, Inc. LifePlans and their insurance company, customers, employees and agents for any losses or damages resulting from the wrongful acts, omissions or negligence of the Agency or any Contractor under this Agreement. 10. Transfer and Assignment This Agreement may not be assigned or transferred by the Agency without the written consent of the Company's designated representative. 11. Remedies for Breach 1/04 9 The Agency acknowledges that the restrictions contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company, and are not unduly burdensome to the Agency. Without limiting the Company's rights to pursue any other legal and equitable remedies available to it for any breach by the Agency or any Contractor of the covenants, agreements and warranties contained herein, the Agency acknowledges that a breach of said covenants, agreements and warranties would cause a loss to the Company that could not reasonably or adequately be compensated in damages in any action at law, that remedies other than injunctive relief could not fully compensate the Company for a breach of said covenants, agreements and warranties and that accordingly, the Company shall be entitled to injunctive relief to prevent any breach or continuing breaches by the Agency or any Contractor of the covenants, agreements and warranties as set forth herein. 12. Waiver Any waiver by the Company of a breach of any provision of this Agreement or of a failure to enforce any such provision shall not operate or be construed as a waiver of any subsequent breach of any such provision or of the Company's right to enforce any such provision. No act or omission of the Company shall constitute a waiver of any of its rights hereunder except for a written waiver signed by an officer of the Company. 13. Governing Law This Agreement shall be governed in all respects by the substantive laws of the Commonwealth of Massachusetts notwithstanding any applicable conflict of laws rule. The parties agree to submit all disputes regarding this Agreement to a court of competent jurisdiction sitting in the Commonwealth of Massachusetts, and agree to waive jurisdictional or venue objections to such court adjudicating any such dispute. Both Parties hereby waive the right to a trial before a jury. 14. Certification by Agency The Agency certifies that all information and data provided by the Agency to the Company in order to obtain this Agreement or in response to the Company requests for information and data are accurate, complete and current as of the date of execution of this Agreement. 15. No Conflicting Agreements I/04 10 The Agency represents and warrants that execution and performance of this Agreement does not and will not violate, conflict with, or constitute a default under any contract, commitment, agreement, understanding, arrangement or restriction, or any adjudication, order, injunction, or finding of any kind by any court or governmental entity to which the Agency may be a party or by which the Agency may be bound. 16. Counterparts This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 17. Headings All section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation of any provisions of this Agreement. 18. Notices All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party's address set forth below or to other address as a party may designate by notice hereunder, and shall be either(i) delivered by hand, (ii) sent by overnight courier or(iii) sent by registered or certified mail, return receipt requested,postage prepaid. If to the Company: If to the Agency: Attention: John Apholt Vice President of Operations LifePlans, Inc 51 Sawyer Road, Ste. 340 Waltham, MA 02453 1/04 11 19. Severability If any provision of this Agreement shall be held to be invalid, inoperative or unenforceable for any reason, the unenforceability thereof shall not affect the validity of any other provision of this Agreement. Any such provision that is held to be invalid, inoperative or unenforceable shall be construed, reformed and enforced to affect the purposes of this Agreement to the fullest extent permitted by law. 20. Entire Agreement Modifications This Agreement constitutes the entire agreement of the Parties and all previous communications between the Parties, whether written or oral with reference to the subject matter of this Agreement, are hereby canceled and superseded. No modification of this Agreement shall be binding upon the Parties,unless such is in writing and duly signed by the Parties, including an officer of the Company. This Agreement is effective when signed by both Parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above t en. ' By: I 1 (t I��/ By Q��t Atte'do o r:1 olt Aut orized signatory on behalf of Agency Vice Pre ident Of Operations LifeP , Inc. M. J. Geile, Chair, Board of Co tacommissioner: Two University Office Park Name and Title JUN 0''LUUD 51 Sawyer Road, Suite 340 Waltham, MA 02453 dress: 915 10th Street ]E 1G�� P.O. Box 758 itil albf s Greeley,Colorado 80632 ti toa TO BOARD OF COUNTY ® + TO SIGNATURES ONLY ATTEST: f yl�at% WELD OUNTY CLERK TO THE BOARD BY: u tQ DEP CLE TO THE BOARD 1/04 12 07c o6 /✓Oc� Exhibit A Established Protocols & Time Standards LifePlans has contracted with insurance carriers to uphold a 7-10 calendar day maximum turn around time on the evaluations. The first day is the day LifePlans receives the case from the insurer and the final day is the day that the completed evaluation is sent from LifePlans home office to the insurer. LifePlans will attempt to direct a case to the Agency or the Contractor the same day it is received from the insurer. The remainder of the turn around time, 6 calendar days, is allotted to the Agency and the Contractor to schedule, complete, and return the evaluation. The Agency should fax or mail,utilizing a second(2"d) day secured service, the complete evaluation to LifePlans home office within 24 hours of completion. LifePlans will provide a toll free fax number to facilitate this protocol. Due to LifePlans need for timely service, it is necessary that all phone calls placed from LifePlans home office staff to the Agency and the Contractor are returned within 24 hours. When unexpected problems prevent adherence to the turn around time, it is the Agency and the Contractor's responsibility to notify the LifePlans home office by 1) calling with the problem and 2) completing the "Exception Page" included with every Benefits Assessment and Care Management document. 1/04 13 Exhibit B Provider Territory Please list the counties that your Agency will cover for the flat rate provided on page three (3) of the agreement. If your Agency is partially covering a county,please list the cities and zip codes for the cities covered. All cases outside of this given territory will be negotiated on a case-by- case basis. Full Counties: LOeld Cotuvfy Partial Counties (please give cities and/or zip codes): L©Jelor\cl , CO - s053i , $0538; $0539 1/04 14 Hello