HomeMy WebLinkAbout20240108.tiffco'a 11 GtoE1
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Health Management Associates Memorandum of Understanding Amendment #1.
DEPARTMENT: Human Services DATE: April 2, 2024
PERSON REQUESTING: Jamie Ulrich, Director, Human Services
Brief description of the problem/issue: On January 19, 2024 the Board approved a Memorandum of
Understanding between the Weld County Department of Human Service (WCDHS) and Health Management
Associates (HMA), known to the Board as Tyler ID 2024-0108. This MOU outlined the Scope of Work and Budget
for pass through funding that Weld County will use for technical assistance and transition planning support
regarding the Case Management redesign. HMA has now issued Amendment #1 to extend the Timeline for
Work for Policy Support to June 30, 2024.
The Amendment has been reviewed by Legal (B. Howell).
What options exist for the Board?
• Approval of the HMA Amendment #1.
• Deny approval of the HMA Amendment #1.
Consequences: WCDHS will not have an agreement in place to allow for the extended time to complete
the Scope of Work by June 30, 2024.
Impacts: The Case Management Agency will not have the extended time to have work completed by
the due date.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
• Pass through funding provided to WCDHS = $30,250.00. (No change)
• Funded through Colorado Department of Health Care Policy & Financing through Health Management
Associates. The funding associated with this request is solely for the purpose of this project.
Pass -Around Memorandum; April 2, 2024 - CMS ID 7999
4/1.0
2o21-0(
WoO t V/
Recommendatiort
• Approval ci the Amendment and authorize the Chair to sign electronically.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck, Pro-Tem
Mike Freeman
Scott K. James
Kevin D. Ross, Chair
Lori Saine
\t JteA04i,
Pass -Around Memorandum; April 2, 2024 - CMS ID 7999
Karla Ford
From:
Sent:
To:
Subject:
yes.'
Lori Saine
Lori Saine
Tuesday, April 2, 2024 1:56 PM
Karla Ford
RE'6`="Pfease Reply PA FOR AAA`CMA Service Agreement (CMS Various)
Weld County Commissioner, District 3
1150 0 Street
PO Box 758
Greeley CO 80632
Phone: 970-400-4205
Fax: 970-336-7233
Email: lsaine81weldgov.com
Website: www.co.weld.co.us
In God We Trust
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
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contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Karla Ford <kford@weld.gov>
Sent: Tuesday, April 2, 2O24 1:25 PM
To: Lori Saine <Isaine@weld.gov>
Subject: 6 - Please Reply - PA FOR ROUTING: AAA CMA Service Agreement (CMS Various)
Importance: High
Please advise if you support recommendation and to have department place on the agenda.
Karla Ford
Office Manager, Board of Weld County Commissioners
1150 O Street, P.O. Box 758, Greeley, Colorado 80632
L/u4UJM1J11 IL, 1 I ror,rt'4lrru-Mucu-MMus- IL I J! rutvaJa
AMENDMENT #1 TO
MEMORANDUM OF UNDERSTANDING
This First Amendment to Memorandum of Understanding ("Amendment") is made and
entered into effective March 27, 2024, by and between Health Management Associates, Inc., a
Michigan corporation, including its affiliates, subsidiaries, and/or parent company(ies)
("Company") and Weld County Department of Human Services ("Client").
RECITALS
Company and the Client are parties to a certain Memorandum of Understanding
regarding Consulting Services dated December 4, 2023 (the "Agreement").
The parties wish to amend the Agreement as further stated herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises, the following mutual
terms and conditions, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Company and the Client agree as follows:
1. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Agreement.
2. Amendment. The Agreement shall be amended as follows:
A. Scope of Services. The Scope of Services section shall be amended as
follows:
The Memorandum of Understanding shall be amended according to the attached
Exhibit A.
3. Ratification. Except as expressly modified and amended hereby, the Agreement
and all the terms and provisions thereof are and shall remain in full force and effect and the same
are hereby ratified and confirmed. In the event of a dispute between the terms of the Agreement
and the terms of this Amendment, the terms of this Amendment shall control.
4. Counterparts. This Amendment may be executed in counterparts. Each executed
counterpart of this Amendment will constitute an original document, and all executed
counterparts, together, will constitute the same instrument.
DocuSign Envelope ID: 11 FBFCF2-4CF6-49E5-AA62-12157F629353
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as
of the date first above written.
Health Management Associates, Inc., a Weld County Department of Human Services
Michigan corporation
r-DocuSigned by: ((•• Ekvi,,
DocuSigned by:([wt, v. pss
CB°7°gym nore:zoai's�rgi..
Name: Kelly Johnson NamevmcD. Ross
Title: Chief Administrative Officer Title: Chairman
HMA Project #: 203092
Revised 09/15/2023
2
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EXHIBIT A
Per the Department of Health Care Policy and Financing (the Department), there are specific
categories of technical assistance (TA) with which case management agencies (CMAs) may
request support. These include:
1. Policy support
2. Legal and corporate structure support
3. Staffing capacity support
4. Transition planning and support
5. Change management training
6. Strategic and organizational planning
7. Facilitation and community planning
8. Communications strategy and planning
The following definitions for each of these categories of TA are provided to help CMAs
understand the scope and types of support they may receive through HMA and various
subcontracted entities as part of the CMA Capacity Building project.
Policy Support
Assistance in accessing information about publicly available federal and state policies, in
particular Colorado state policies related to the Case Management Redesign and identifying what
will be needed to operationalize written policies provided by the state.
Legal and Corporate Structure Support
Assistance with identifying and implementing administrative, governance, finance, and
management structures as it relates to CMA transition processes.
Staffing Capacity Support
Assistance in identifying staffing capacity needs, staff retention and recruitment, and other
staffing concerns that may arise as a result of the planned transition.
Transition Planning and Support
Assistance to agencies in planning their transitions from their current state to the future state of
their agency/community after case management redesign. Every agency is contractually
obligated to submit a transition plan to the Department.
Change Management Training
Assistance with understanding and managing the operational and adaptive needs of all
stakeholders, including (as applicable) Board members, County Commissioners, leadership
teams, staff and clients for adapting to the changes driven by the CMA transitions. Focus is on
support for leadership, communications, culture change, and staff training needs.
3
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Strategic and Organizational Planning
Assistance in determining the transition vision and goals of an agency and creating a roadmap
for getting there. Strengths, weaknesses, opportunities and threats analysis, and support for
strategic and operational planning for CMA transitions.
Facilitation and Community Planning
Assistance with facilitated engagement and outreach to communities, providers, and
clients/families.
Communications Strategy and Planning
Assistance with creating communication strategies and messages to all target audiences
regarding the transition.
Expected Ddiverables and Timeline
All services and supports funded under this MOU must be related directly to the Sub -
Contractor's completion of a draft Case Management Agency Transition Plan. This Transition
Plan is a requirement of the Sub -Contractor's contract with HCPF for case management services
(Case Management Agency contract Closeout Plan).
Final Transition Plans must be submitted to the Department based on the date that the
Department determines and makes public. These Transition Plans will fulfill the Closeout Plan
requirements that Sub -Contractor has with the Department as part of its Case Management
Agency contract.
All resources used by the Sub -Contractor in under this MOU for the purposes of its Transition
Plan must be invoiced to HMA no later than July 15, 2024. The invoice from the CMA must
include evidence that the deliverable was provided. This can simply be the invoice from the
vendor indicating that the deliverable was produced, and an assurance of acceptance of the work
(deliverable) from the CMA.
Please complete the following table to define the scope of work requested, including:
• Vendor for each row of activities
• TA Category from above list
• General description of the activity/work
• Deliverable associated with each row — the same deliverable may apply to multiple rows
of work, but not always
• Timeline for each row
• Average hourly rate for each row of work
• Total Cost per row
• Total cost for entire scope of work
4
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Scope of Work and Budget
Vendor
Cyntegral
LLC
TA Category
Transition
Planning and
Support
Description of
Activity
Collaborative
assistance with
development,
refinement, and
writing of an
Operations Guide
that includes a
Communication Plan,
Business Continuity
Plan, Start -Up Plan,
and Closeout Plan.
Associated Deliverable
RFP UHAA 2023000170,
Section 4.11.2.1
Deliverable:
Operations Guide
Timeline for Work
TBD
Per RFP Section
4.11.3.2, due
within 30 business
days after the
Effective Date
(date the contract
is signed and
executed)
Hourly
Rate
$200.00
Hours
20
(Total
Cost)
$4,000.00
Cyntegral
LLC
Policy Support
Per RFP UHAA
2023000170 Section
4.10.1.4: Create a
Policy and Procedures
Manual that contains
the policies and
procedures for all
systems and
functions necessary
for the Contractor to
complete its
obligations under the
Contract.
Review, Update, and
Create CMA program
policies and
Written Policy &
Procedures that
contribute to the Policies
& Procedures Manual
contract deliverable
referenced in RFP Section
4.10.1.5.1
October 16, 2023
to
June 30, 2024
Per RFP Section
4.10.1.5.2: Due no
later than the
operational start
date
$150.00
175
Due to
the
scope
and
breadth
of this
project,
an exact
amount
of time
cannot
be
provided.
$26,250.00
5
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procedures explicitly
175 is a
identified in the Per
"not to
RFP UHAA
exceed"
2023000170. See list
of examples below.
amount
Review, Update, and
Create CMA program
policies and
procedures for non-
SEP programs
currently managed
by the CCB for
Service Area 9. See
list of programs
below.
Review, Update, and
Create CMA program
policies and
procedures for SEP
programs currently
managed by the SEP
for Service Area 9.
See list of programs
below.
Review, update, and
the creation of
policies and
procedures may
utilize the following
6
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resources: a) existing
P&Ps from Weld and
if available other
agencies, CO
Regulations, Rules,
and statues, b) HCPF
Operational and
Informational
Memos, c) RFP UHAA
2023000170, and d)
the draft contract
associated with the
RFP, Appendix B.2
County Contract
Weld County SEP will
determine how P&Ps
are prioritized.
Total
requested
$30,250.00
For each deliverable, the future invoice will require some evidence of the work being completed, typically an invoice from the
vendor indicating the work was billed to the CMA for the work. If needed, additional deliverables may be requested to verify the
work was completed.
7
Contract F
Entity Information
Entity Name *
HEALTH MANAGEMENT
ASSOCIATES INC
Entity ID*
@00047969
Contract Name*
AMENDMENT #1 TO THE MEMORANDUM OF
UNDERSTANDING
Contract Status
CTB REVIEW
Contract ID
7999
Contract Lead *
SADAMS
Q New Entity?
Parent Contract ID
20240108
Requires Board Approval
YES
Contract Lead Email Department Project #
sadams@weld.gov;cobbx
xlk@weld.gov
Contract Description*
AMENDMENT #1 TO EXTEND TERMS OF THE SCOPE OF WORK TO ALLOW UNTIL JUNE 30, 2024 TO COMPLETE THE
SOW.
THIS IS PASS -THROUGH FUNDING FROM HMA THAT IS BEING PAID TO CYNTAGRAL TO COMPLETE THE SCOPE OF
WORK.
Contract Description 2
PA ROUTED THROUGH NORMAL PROCESS. ETA TO CTB ON 04/03/24.
Contract Type
AMENDMENT
Amount*
$0.00
Renewable"
NO
Automatic Renewal
Grant
IGA
Department
HUMAN SERVICES
Department Email
CM-
HumanServices@weldgov.
com
Department Head Email
CM-HumanServices-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
RN EY@WEL
DGOV.COM
Requested BOCC Agenda
Date *
04/10/2024
Due Date
04/06/2024
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date*
04/30/2024
Committed Delivery Date
Renewal Date
Expiration Date*
06/30/2024
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head Finance Approver Legal Counsel
JAMIE ULRICH CHERYL PATTELLI BYRON HOWELL
DH Approved Date Finance Approved Date Legal Counsel Approved Date
04/03/2024 04/03/2024 04/03/2024
Final Approval
BOCC Approved Tyler Ref #
AG 041024
BOCC Signed Date Originator
SADAMS
BOCC Agenda Date
04/10/2024
RESOLUTION
RE: APPROVE MEMORANDUM OF UNDERSTANDING FOR COLORADO CHANGE
MANAGEMENT REDESIGN (CMRD) FUNDING ALLOCATION FOR CASE
MANAGEMENT AGENCY (CMA) AND AUTHORIZE CHAIR TO SIGN AND SUBMIT
ELECTRONICALLY - HEALTH MANAGEMENT ASSOCIATES, INC. (HMA)
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 a Memorandum of Understanding for
Colorado Change Management Redesign (CMRD) Funding Allocation for the Case Management
Agency (CMA) among 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, the Colorado
Department of Health Care Policy and Finance, and Health Management Associates, Inc. (HMA),
commencing December 4, 2023, and ending July 15, 2024, with further terms and conditions
being as stated in said memorandum of understanding, and
WHEREAS, after review, the Board deems it advisable to approve said memorandum of
understanding, 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 Memorandum of Understanding for Colorado Change
Management Redesign (CMRD) Funding Allocation for the Case Management Agency (CMA)
among 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, the Colorado
Department of Health Care Policy and Finance, and Health Management Associates, Inc. (HMA),
be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to electronically sign and submit said memorandum of understanding.
cc: HS°
02/23/24
2024-0108
HR0096
MEMORANDUM OF UNDERSTANDING FOR COLORADO CHANGE MANAGEMENT
REDESIGN (CMRD) FUNDING ALLOCATION FOR CASE MANAGEMENT AGENCY (CMA) -
HEALTH MANAGEMENT ASSOCIATES, INC. (HMA)
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 10th day of January, A.D., 2024, nunc pro tunc December 4, 2023.
BOARD OF COUNTY COMMISSIONERS
WELD CO
ATTEST: ditAvo C(.;�Weld County Clerk tolthe Board
BY. m . ia&k
AP
Deputy Clerk to the Board
County Attorney
Date of signature: IZ5JZLf
Kevin Ross, Chair
O,{,e/?A
Perry L. Buc Pro-Tem
Mike Fr-eman
James
2024-0108
HR0096
co ae1- ( 1151
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Memorandum of Understanding with Health Management Associates and the
associated Professional Services Agreement with Cyntegral.
DEPARTMENT: Human Services
PERSON REQUESTING: Jamie Ulrich, Director, Human Services
DATE: December 27, 2023
Brief description of the problem/issue: Request Board approval of the Memorandum of Understanding
between Weld County Department of Human Service (WCDHS) and Health Management Associates (HMA) and
the associated Professional Services Agreement between WCDHS and Cyntegral.
The MOU between HMA and WCDHS clarifies the Scope of Work and that the payments from HMA will be
passed through Weld County to Cyntegral. All work listed on the approved Scope of Work will be completed by
Mr. Wiley with Cyntegral on behalf of WCDHS. That work is clarified in the Professional Services Agreement
between WCDHS and Cyntegral. All work has been preapproved by the Department Head.
The Memorandum of Understanding and associated Professional Services Agreement have been reviewed by
Legal (B. Howell.)
What options exist for the Board?
Approval of the Memorandum of Understanding with Health Management Associates and the associated
Professional Services Agreement with Cyntegral.
Deny approval of the Memorandum of Understanding with Health Management Associates and the
associated Professional Services Agreement with Cyntegral.
Consequences: WCDHS will not have a Memorandum of Understanding with HMA and the associated
Professional Services agreement with Cyntegral in place to be eligible to receive funding from HMA to
pass through to Cyntegral for the completion of work listed in the Professional Services Agreement.
Impacts: The upcoming Case Management Agency designation will not have the Scope of Work
completed by the due date.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
Total cost = $31,250.00
Funded through Colorado Department of Health Care Policy & Financing through Health Management
Associates. The funding associated with this request is solely for the purpose of this project.
Recommendation:
• Approval of the Memorandum of Understanding and associated Professional Services Agreement and
authorize the Chair to sign.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck, Pro-Tem o -t7
""
Mike Freeman, Chair MC(
Scott K. James
Kevin D. Ross
Lori Saine d.5
Pass -Around Memorandum; December 27, 2023 — CMS ID TBD
2024-0108
I /10 H I2 -U09 Co
Colorado Change Management Redesign (CMRD)
Change Management Funding Allocation for Case Management
Memorandum of Understanding
MOU Number: 2023-16
Contract Title: Weld County DHS 2023-2024
THIS AGREEMENT (the "Agreement"), shall be effective this December 4, 2023 through July 15, 2024
("Term"). This agreement will automatically renew annually unless specifically terminated by the
Department of Healthcare Policy and Finance, Healthcare Management Associates (HMA), or the
Sub -Contractor with at least 30 days' notice.
BY AND BETWEEN Weld County Department of Human Services (hereinafter "Sub -Contractor") and
HMA, created under the laws governing the State of Colorado.
In consideration of the mutual promises and covenants contained herein, the Parties agree
as follows:
1. FURNISHINGS: Unless otherwise set forth herein, Sub -Contractor and/or approved vendor
shall provide and furnish all supplies, materiel, machinery, implements, appliances, and tools
and perform the work and labor required to complete the requirements of this Agreement.
The Sub -Contractor and/or approved vendor shall perform the work as specified in the
proposal in Appendix A — Scope of Work and Budget Details, attached hereto and
incorporated herein, which shall also include an itemized budget (the "Work").
2. EXECUTION OF DELIVERABLES: It is understood and agreed by and between the Parties
hereto that all items and/or Work included in this Agreement are to be performed under the
direction of HMA as to the meaning of the said proposal and specifications of AppendixA.
HMA will consult with the Colorado Department of Health Care Policy and Financing (HCPF)
as to the specifications of AppendixA and their direction on such shall be considered final.
The Parties further agree HMA may amend and supplement AppendixA by furnishing Sub -
Contractor with additional specifications as may be necessary to illustrate the items to be
furnished or Work to be done. Sub -Contractor agrees to conform to and abide by such
amendments/supplements to AppendixA which are consistent with the purpose and intent
of the original proposal and specification referred to in Section 1 herein.
3. DISTRIBUTION OF FUNDS: The Parties shall comply with the following process for drawing
funds: After execution of this MOU and release of funds by HCPF, HMA shall allocate
amounts based on the criteria set forth below.
a. Sub -Contractor shall identify specific technical assistance services or transition plan
supports to be performed using the allocated funds that is consistent with and meets
2024 -01 O FS
the list of approved services and supports as determined by HMA and approved by
HCPF.
b. Sub -Contractor shall identify the specific vendor(s), including estimated payment
amount, it would like to use to provide the needed technical assistance or transition
plan services from the approved list of such resources maintained by HMA. If
vendor(s) the Sub -Contractor wants to use are not on the approved HMA list, the
Sub -Contractor may request that HMA review proposed vendor(s) for approval and
inclusion. HMA shall not make payments to the Sub -Contractor for any vendors that
do not have prior approval from HMA.
c. Sub -Contractor must submit a detailed invoice to HMA for the services performed
by the approved vendor(es). Invoices must include:
a. Organization name
b. Specific services performed or supports provided by vendor
c. Name(s) of individual(s) that performed each service or provided each
support
d. An evaluation of the vendors' services and Sub -Contractor's satisfaction with
them (format to be provided by HMA)
d. Invoices must be submitted to HMA by the Sub -Contractor no later than 15 calendar
days after the vendor(s) have completed services or supports for the Sub -
Contractor.
e. HMA will review invoices for accuracy and completeness. Approved invoices will be
paid to the Sub -Contractor within 30 days of HMA's receipt and approval. Invoices
that are not approved will be sent back to the Sub -Contractor for revisions or
rejected for non-compliance with MOU requirements.
Parties agree that additional funding for funding in 2023 and the first half of 2024 is
contingent upon the continued funding by HCPF to HMA, and upon the successful progress
by the Sub -Contractor as determined solely by HMA and HCPF.
If HMA reasonably determines that the Sub -Contractor has not fulfilled the requirements of
this Agreement, HMA may, in collaboration with HCPF, withhold the distribution of funds to
the Sub -Contractor. Changes to Appendix A and Budget Details may be made upon prior
written amendment to this MOU.
4. ABANDONMENT OF DUTIES: If HMA reasonably determines that (i) the Work to be done
under this Agreement is unnecessarily or unreasonably delayed by Sub -Contractor, (ii) Sub -
Contractor has breached any provision of this Agreement, (iii) Sub -Contractor has assigned
this Agreement otherwise than as herein specified, (iv) Sub -Contractor has failed to provide
all supplies, material, machinery, implements, appliances and tools or fails to perform the
Work as set forth in the proposal and specifications of Appendix A, in whole or in part, then
HMA may notify the Sub -Contractor in writing to discontinue all Work or any part thereof
("Discontinue Work Notice"). Upon receipt of such Discontinue Work Notice, Sub -
Contractor shall discontinue such Work or such part thereof as HMA may designate and
HMA may thereupon, by a contract or otherwise, as it may determine, complete the Work
set forth in the Discontinue Work Notice, or such part thereof, and Sub -Contractor shall
indemnify and pay HMA for the expended amount of so completing the Work or part thereof
("Damages").
2
All Damages incurred by HMA under this Section 5 shall be withheld or deducted from any
moneys then due, or to become due, to the Sub -Contractor under this Agreement. In the
event the Damages incurred are less than the sum which would have been payable under
the Agreement if the same had been completed by the Sub -Contractor, the Sub -Contractor
shall be entitled to receive the difference and in the event such Damages incurred shall
exceed the said sum, the Sub -Contractor shall pay the amount of excess to HMA for the
completion of the Work.
5. PROOF OF PERFORMANCE: It is further mutually agreed between the Parties hereto that no
payment made under this Agreement shall be conclusive evidence of the performance of
this Agreement, either wholly or in part, and that no payment hereunder shall be construed
to bean acceptance of defective work.
6. REPORTING: The Parties agree that the Sub -Contractor shall be responsible for reporting the
outcomes. The Sub -Contractor shall submit reports to HMA and HCPF on the schedule set
forth below. Sub -Contractor shall submit all the reports in accordance with the mutually
agreed upon evaluation plan and in the formats required by HMA. Such interim and final
reports shall detail the actual expenditures against allocations and the initiative's outcomes
based on an approved logic model.
Report Schedule
a. Reports shall be included as part of each invoice submitted to HMA by the Sub -
Contractor and shall consist of an evaluation of the hired resources' services and Sub -
Contractor's satisfaction with them (format to be provided by HMA)
7. SUB -CONTRACTING: It is further understood and agreed by and between the Parties hereto
that the Sub -Contractor is entitled to hire or pay for vendors to effectively execute Work
described in Appendix A. All resources must be selected from a pool of vendors approved
by HMA. Any new vendors proposed by the Sub -Contractor must be approved by HMA prior
to being used for any services or supports related to Work denoted in Appendix A. At any
time, the HMA may require cancellation of work by any resources, with or without cause.
8. TERM AND TERMINATION: Any extension of the Term will be subject to mutual written
agreement between the Parties. This Agreement may be terminated by the HMA as
follows: (i) in the event of a material breach by Sub -Contractor which remains uncured
for a period of fourteen (14) days following receipt of written notice thereof; (ii) upon
fourteen (14) days prior written notice, if the performance of this Agreement by Sub -
Contractor would be in violation of any laws, requirements or regulations; (iii)
immediately in the event that HCPF fails to appropriate funds or funds become
unavailable by operation of law or fund reduction; or (iv) upon thirty (30) days prior
written notice to Sub -Contractor for any reason or no reason at all. In the event of
termination of this Agreement, Sub -Contractor agrees to immediately relinquish any un-
used funds as of the date of termination and/or any funds HMA, in its sole discretion,
determines were not used in accordance with the terms of this Agreement.
3
9. NOTICE: All notices, requests, consents, claims, demands, waivers, and other
communications hereunder (each a "Notice") shall be in writing and addressed to the Parties
at the addresses as may be designated by the receiving Party from time to time in
accordance with this Section. All Notices shall be delivered by personal delivery, nationally
recognized overnight courier (with all fees prepaid), facsimile or email (with confirmation of
transmission), or certified or registered mail (in each case, return receipt requested, postage
prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the
receiving Party has received the Notice and (b) the Party giving the Notice has complied with
the requirements of this Section.
10. ENTIRE AGREEMENT: This Agreement, together with any other documents incorporated
herein by reference, including Appendix A, and related exhibits and schedules, constitutes
the sole and entire agreement of the Parties to this Agreement with respect to the subject
matter contained herein, and supersedes all prior and contemporaneous understandings,
agreements, representations, and warranties, both written and oral, with respect to such
subject matter.
11. AMENDMENT: Except as set forth in Section 3 with regard to amending Appendix A, this
Agreement may only be amended, modified, or supplemented by an agreement in writing
signed by each Party hereto, and any of the terms thereof may be waived, only by a written
document signed by each Party to this Agreement or, in the case of waiver, by the Party or
Parties waiving compliance.
12. GOVERNING LAW: This Agreement and all related documents, including all appendix or
schedules attached hereto, and all matters arising out of or relating to this Agreement,
whether sounding in contract, tort, or statute are governed by, and construed in accordance
with, the laws of the State of Colorado, without giving effect to the conflict of laws provisions
thereof to the extent such principles or rules would require or permit the application of the
laws of any jurisdiction other than those of the State of Colorado.
13. SEVERABILITY: If any term or provision of this Agreement is invalid, illegal, or unenforceable
in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other
term or provision of this Agreement or invalidate or render unenforceable such term or
provision in any other jurisdiction.
14. EXECUTION IN COUNTERPART: This Agreement may be executed in multiple counterparts
and by e-mail or facsimile signature, each of which shall be deemed an original and all of
which together shall constitute one instrument.
4
DocuSign Envelope ID: 4D3C733E-DC0E-4975-B368-B677B0774BD4
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its
authorized representative on the day and year written below:
ATTEST: 4 (t4'
Clerk to the Boar
BY
SUB -CONTRACTOR:
Weld County Department of Human Services
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Bv.
e-DocuSigned by:
5926 FSC17F48b...
Kevin Ross, Chair
Date: January 19, 2024 I 5:57 EST
HEALTH MANAGEMENT ASSOCIATES, INC.
DocuSignedby:
By:
�..a.te„rner�o...
(SIGNATURE)
Name: Kelly Johnson
Title: Chief Administrative Officer
Date: January 18, 2024 I 2:02 PST
In the case of a corporation, firm, or partnership, this contract must be signed by the appropriate
officials of such corporation, firm or partnership.
5
aoa, e / T
Appendix A. Scope of Work and Budget Details
Approved Areas of Technical Assistance and Transition Planning Support
There are specific areas of Technical Assistance and Transition Planning Support for Sub -Contractors
that are approved by HMA for funding under this MOU. These include:
Policy Support
Assistance in accessing information about publicly available federal and state policies, in
particular Colorado state policies related to the Case Management Redesign and identifying
what will be needed to operationalize written policies provided by the state.
Legal and Corporate Structure Support
Assistance with identifying and implementing administrative, governance, finance, and
management structures as it relates to CMA transition processes.
Staffing Capacity Support
Assistance in identifying staffing capacity needs, staff retention and recruitment, and other
staffing concerns that may arise as a result of the planned transition.
Transition Planning and Support
Assistance to agencies in planning their transitions from their current state to the future state
of their agency/community after case management redesign. Every agency is contractually
obligated to submit a transition plan to the Department.
Change Management Training
Assistance with understanding and managing the operational and adaptive needs of all
stakeholders, including (as applicable) Board members, County Commissioners, leadership
teams, staff and clients for adapting to the changes driven by the CMA transitions. Focus is on
support for leadership, communications, culture change, and staff training needs.
Strategic and Organizational Planning
Assistance in determining the transition vision and goals of an agency and creating a roadmap
for getting there. Strengths, weaknesses, opportunities and threats analysis, and support for
strategic and operational planning for CMA transitions.
Facilitation and Community Planning
Assistance with facilitated engagement and outreach to communities, providers, and
clients/families.
Communications Strategy and Planning
Assistance with creating communication strategies and messages to all target audiences
regarding the transition.
Expected Deliverables and Timeline
All services and supports funded under this MOU must be related directly to the Sub -
Contractor's implementation of a draft Case Management Agency Transition Plan. This
6
Transition Plan is a requirement of the Sub -Contractor's contract with HCPF for case
management services (Case Management Agency contract Closeout Plan).
All resources used by the Sub -Contractor in under this MOU for the purposes of its Transition
Plan must be invoiced to HMA no later than July 15, 2024. The invoice from the CMA must
include evidence that the deliverable was provided. This can simply be the invoice from the
vendor indicating that the deliverable was produced, and an assurance of acceptance of the
work (deliverable) from the CMA.
Budget and Scope of Work to be provided to WCDHS/SEP:
fendor
TA
Category
Description of Activity
Associated
Deliverable
Tirneline
for Work
Hourly
Rate
Hours
(Total
Cost)
Cyntegral
LLC
Transition
Planning
and
Support
Collaborative
assistance with
development,
refinement, and
writing of an
Operations Guide that
includes a
Communication Plan,
Business Continuity
Plan, Start -Up Plan,
and Closeout Plan.
RFP UHAA
2023000170
Section
4.11.2.1
Deliverable:
Operations
Guide
TBD
Per RFP
Section
4.11.3.2,
due within
30
business
days after
the
Effective
Date date
the
contract is
signed
and
executed)
$200.00
20
$4,000.00
Cyntegral
LLC
Policy
Support
Per RFP UHAA
2023000170 Section
4.10.1.4: Create a
Policy and Procedures
Manual that contains
the policies and
procedures for all
systems and functions
necessary for the
Contractor to
complete its
obligations under the
Contract.
Review, Update, and
Create CMA program
policies and
procedures explicitly
identified in the Per
RFP UHAA
2023000170. See list
of examples below.
Written
Policy &
Procedures
that
contribute
to the
Policies &
Procedures
Manual
contract
deliverable
referenced
in RFP
Section
4.10.1.5.1
October
16, 2022
to
February
15, 2024
Per RFP
Section
4.10.1.5.2:
Due no
later than
the
operation
al start
date
$150.00
175
Due to the
scope and
breadth of
this project,
an exact
amount of
time cannot
be provided.
175 is a "not
to exceed"
amount
$26,250
7
Review, Update, and
Create CMA program
policies and
procedures for non-
SEP programs
currently managed by
the CCB for Service
Area 9. See list of
programs below.
Review, Update, and
Create CMA program
policies and
procedures for SEP
programs currently
managed by the SEP
for Service Area 9. See
list of programs
below.
Review, update, and
the creation of
policies and
procedures may utilize
the following
resources: a) existing
P&Ps from Weld and if
available other
agencies, CO
Regulations, Rules,
and statues, b) HCPF
Operational and
Informational Memos,
c) RFP UHAA
2023000170, and d)
the draft contract
associated with the
RFP, Appendix B.2
County Contract
Weld County SEP will
determine how P&Ps
are prioritized.
Policy and Procedure Categories
Policy and Procedures — RFP examples
• Emergency On -Call Procedure
• Member Abuse, Neglect, and Exploitation Investigation
8
• Individual Rights Policy
• Exceptions Policy. See HCPF Operational Memo OM -23-056
Policies and Procedures — Non-SEP Programs
• HCBS Children's Extensive Supports Waiver (HCBS-CES)
HCBS Children's Habilitation Residential Program Waiver (HCBS-CHRP)
HCBS Developmental Disabilities Waiver (HCBS-DD)
• HCBS Supported Living Services Waiver (HCBS-SLS)
• Intermediate Care Facilities — Intellectual and Developmental Disability (ICF-IDD)
• State General Fund Programs
• Family Support Services Program (FSSP)
• Omnibus Reconciliation Act of 1987 Specialized Services program (OBRA-SS)
• State Supported Living Services (State-SLS).
Policies and Procedures — SEP Programs
• Children's Home and Community Based Services Waiver (CHCBS)
HCBS Community Mental Health Supports Waiver (HCBS-CMHS)
HCBS Waiver for Children with a Life Limiting Illness (HCBS-CLLI)
• HCBS Waiver for Complimentary and Integrative Health (HCBS-CIH)
• HCBS Waiver for Persons who are Elderly, Blind and Disabled (HCBS-EBD)
• HCBS Wavier for Persons with Brain Injury (HCBS-BI)
• Hospital Back -Up Program (HBU)
• Long Term Home Health (LTHH)
• Nursing Facilities (NF)
Program for All -Inclusive Care for the Elderly (PACE)
Policy, Procedures, and practices for managing and submitting monthly billing
Terms and Conditions
Upon the delivery and endorsement of all deliverables by Weld County SEP, the final
remuneration will be due. For each deliverable, the future invoice will require some evidence of
the work being completed, typically an invoice from the vendor indicating the work was billed
to the CMA. If needed, additional documentation may be requested to verify the work was
completed.
Confidentiality
Any shared data, documents, or information during this contractual term will remain
undisclosed and won't be revealed to any third parties without Weld County SEP's written
agreement.
Out of Scope Services and Supports
The Sub -Contractor agrees that it shall not use any funding provided by HMA under this MOU for
any alcohol or any tobacco products.
9
Contract Form
Entity Information
Entity Name*
HEALTH MANAGEMENT
ASSOCIATES INC
Contract Name*
MEMORANDUM OF UNDERSTANDING
Contract Status
CTB REVIEW
Entity ID*
@00047969
Q New Entity?
Contract ID
7737
Contract Lead*
SADAMS
Contract Lead Email
sadams@weld.gov;cobbx
xlk@weld.gov
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
MOU BETWEEN WCDHS AND HMA TO RECEIVE PASS -THROUGH FUNDING FROM HMA THAT WILL BE PAID TO
CYNTAGRAL TO COMPLETE THE SCOPE OF WORK.
Contract Description 2
PA ROUTED THROUGH NORMAL PROCESS ON 01/02/24
Contract Type* Department Requested BOCC Agenda Due Date
AGREEMENT HUMAN SERVICES Date* 01/06/2024
01/10/2024
Amount*
$31,250.00
Renewable*
NO
Automatic Renewal
Grant
IGA
Department Email
CM-
HumanServices@weldgov.
com
Department Head Email
CM-HumanServices-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
DGOV.COM
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date*
02/29/2024
Committed Delivery Date
Renewal Date
Expiration Date*
03/31/2024
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head Finance Approver Legal Counsel
JAMIE ULRICH CHRIS D'OVIDIO BYRON HOWELL
DH Approved Date Finance Approved Date Legal Counsel Approved Date
01/05/2024 01/08/2024 01/08/2024
Final Approval
BOCC Approved Tyler Ref #
AG 011024
BOCC Signed Date Originator
SADAMS
BOCC Agenda Date
01/10/2024
Hello