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Home My WebLink About20240546.tiffConkvc,ihDt 8"Z37 AGREEMENT AMENDMENT BETWEEN THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES AND CARMEL COMMUNITY LIVING CORPORATION DBA OVERTURE DVA This Agreement Amendment made and entered into day of (.),a/LO., , 2024 by and between the Board of Weld County Commissioners, on behalf of the Weld County Department of Human Services, hereinafter referred to as the "Department", and Carmel Community Living Corporation DBA Overture, hereinafter referred to as the "Contractor". WHEREAS the parties entered into an Agreement for Case Management Agency Services, (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2024-0546, approved on March 4, 2024. WHEREAS the parties hereby agree to amend the term of the Original Agreement in accordance with the terms of the Original Agreement and any previously adopted amendment, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement will end on June 30, 2024. • This Amendment, together with the Original Agreement, constitutes the entire understanding between the parties. The following additional changes are hereby made to the current Agreement effective July 1, 2024: 1. Paragraph IV, is hereby amended as follows: a. The term of this Agreement shall be from July 1, 2024, through June 0, 2025, and may be extended upon written agreement of both parties. d. In order to comply with HCPF State General Funds reporting requirements, no invoices received from the VENDOR after July 3, 2025, for Fiscal Year July 1, 2024 through June 30, 2025 will be accepted or paid by CMA, the date of July 3, 2025 is subject to change pending Fiscal Year 24-25 holiday schedule. • All other terms and conditions of the Original Agreement remain unchanged. ConWirF Wf3/a4 csw, 1„/„5/02 ?z4- o u IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: ATTEST:.' ",�G�t�/�/ `„ '&114" Clerk to the Board BOARD OF COUNTY COMMISSIONERS WELD COU BY: V l ..�I��I�a - �� `� 0 Deputy Clerk to the rd „p /may in D. Ross, Chair JUN 0 3 2024 TRACTOR: Carmel Community Living Corporation DBA Overture 45121St Avenue, Suite B Longmont, Colorado 80501 By: beau/ Peadircan/ Dana Paulson, Chief Operating Officer Date: May 17, 2024 02002_ �� SIGNATURE REQUESTED: Weld/Carmel dba Overture Amendment #1 Final Audit Report 2024-05-17 Created: 2024-05-17 By: Sara Adams (sadams@weld.gov) Status: Signed Transactor ID: CBJCHBCAABAAKdNs6V91KnBUlou2mY-NgaKFyxohEDcT "SIGNATURE REQUESTED: Weld/Carmel dba Overture Amend ment #1" History IJ Document created by Sara Adams (sadams@weld.gov) 2024-05-17 - 3:20:56 PM GMT- IP address: 204.133.39.9 P. Document emailed to Dana Paulson (dpaulson@bekenholdings.com) for signature 2024-05-17 - 3:21:40 PM GMT t Email viewed by Dana Paulson (dpaulson@bekenholdings.com) 2024-05-17 - 3:57:38 PM GMT- IP address: 104.47.57.126 cj Document signing delegated to jchase@overturesys.com by Dana Paulson (dpaulson@bekenholdings.com) 2024-05-17 - 4:00:50 PM GMT- IP address: 69.146.149.90 El Document emailed to jchase@overturesys.com for signature 2024-05-17 - 4:00:50 PM GMT 5 Email viewed by jchase@overturesys.com 2024-05-17 - 4:07:47 PM GMT- IP address: 104.47.51.126 /4, Document e -signed by Dana Paulson (dpaulson@bekenholdings.com) Signature Date: 2024-05-17 - 4:12:19 PM GMT - Time Source: server- IP address: 69.146.149.90 0 Agreement completed. 2024-05-17 - 4:12:19 PM GMT Powered by Adobe Acrobat Sign ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 2/28/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT IMA Denver Team IMA, Inc. - Colorado 1705 17th Street, Suite 100 Denver CO 80202 PHONE FAX {A/C, No, EA: 303-534-4567 (aC, No): nooaess: DenAccountTechs@imacorp.com INSURER(S) AFFORDING COVERAGE NAIL # INSURER A: Zurich American Insurance Company 16535 INSURED CARMCOM02 INSURER B: Berkshire Hathaway Homestate Insurance Company 20044 Carmel Community Living Corp, dba: Overture P.O. Box 737 INSURER C: Berkshire Hathaway Specialty Insurance Company 22276 Longmont, CO 80502 INSURER D : "Pinnacol Assurance 41190 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1478906214 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE ADDL UBR NSD SWVD POLICY NUMBER POLICY EFF {M:N /YYYY) POLICY EXP ilra /YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE LI OCCUR Y 47SPK26116303 7/1/2023 7/1/2024 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $1,000,000 MED EXP (Any one person) $ 20,000 PERSONAL 8, ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY D PRO LI LOC JECT OTHER: GENERAL AGGREGATE $ 3,000,000 PRODUCTS - COMP/OP AGG $ 3,000,000 C AUTOMOBILE LIABILITY X ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY 47RWS26116403 7/1/2023 7/1/2024 COMBINE TNGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ C X UMBRELLA LIAR EXCESS LIAR X OCCUR CLAIMS -MADE 47SUM26134503 7/1/2023 7/1/2024 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DED I X I RETENTION $ 1(t,nnn $ p A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBEREXCLUDED? N (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 2076672 WC298324503 7/1/2023 7/1/2023 7/1/2024 7/1/2024 X PER 1OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liability 47SPK26116303 7/1/2023 7/1/2024 Each Incident Aggregate Retention $1,000,000 $3,000,000 $0 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Abuse and Molestation Coverage: Policy #47SPK26116303 Effective Dates: 7/1/2023 - 7/1/2024 Insurer A: See Above $1,000,000 Limit; $0 Retention Cyber Liability Coverage: Policy #2CIACO17S011846900 Effective Dates: 7/1/2023 - 7/1/2024 Insurer: Accredited Specialty Insurance Company $2,000,000 Each Incident; $2,000,000 Aggregate; $15,000 Retention See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Weld County 1 150 O St. Greeley CO 80631 AUTHORIZED REPRESENTATIVE (( \ 1, V tn+ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CARMCOM-02 LOC C: ACORD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY IMA, Inc. - Colorado POLICY NUMBER CARRIER NAIL CODE NAMED INSURED Carmel Community Living Corp, dba: Overture P O. Box 737 Longmont, CO 80502 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Crime Coverage: Policy #107866809 Effective Dates: 7/1/2023-7/1/2024 Insurer: Travelers Casualty and Surety Company $1,000,000 Limit; $5,000 Deductible Board of County Commissioners of Weld County and its Officers/Employees are included as Additional Insured on the General Liability Policy, if required by written contract or agreement, subject to the policy terms and conditions. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo am registered marks of ACORD Contract Form Entity Information Entity Name* CARMEL COMMUNITY LIVING CORPORATION Entity ID* @00018317 ❑ New Entity? Contract Name* Contract ID CARMEL COMMUNITY LIVING CORPORATION DBA 8237 OVERTURE - CMA SERVICE AGREEMENT AMENDMENT #1 Contract Status CTB REVIEW Contract Lead * SADAMS Contract Lead Email sadams@weld.gov;cobbx xlk@weld.gov Parent Contract ID 20240546 Requires Board Approval YES Department Project # Contract Description* (CONSENT) CARMEL COMMUNITY LIVING CORPORATION DBA OVERTURE - CMA SERVICE AGREEMENT AMENDMENT #1 TO EXTEND TERMS TO 07/01 /24 TO 06/30/25. Contract Description 2 Contract Type" AMENDMENT Amount* $0.00 Renewable* NO Automatic Renewal Grant IGA Department Requested BOCC Agenda Due Date HUMAN SERVICES Date* 05/30/2024 06/03/2024 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* 04/30/2025 Committed Delivery Date Renewal Date Expiration Date* 06/30/2025 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 05/20/2024 Approval Process Department Head Finance Approver Legal Counsel JAMIE ULRICH CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 05/20/2024 05/20/2024 05/20/2024 Final Approval BOCC Approved Tyler Ref # AG 060324 BOCC Signed Date Originator SADAMS BOCC Agenda Date 06/03/2024 Con+va Cf t pi- n7 Case Management Agency (CMA) Service Agreement Terms and Conditions This Service Agreement (SA) is made this day MairC') c1 / Z0Z� , by and between Weld County Department of Human Services, hereinafter referred to as "CMA", having its principal place of business at 315 North 11th Avenue, Greeley, Colorado 80631, and Carmel Community Living Corporation DBA Overture, hereinafter referred to as the "VENDOR," whose business address is 45121St Avenue, Suite B, Longmont, Colorado 80501. NOW THEREFORE, in consideration of the promises and covenants contained herein, the parties agree as follows: I. Work and Payment The VENDOR should not commence services under this Agreement until Services have been approved in the individual's Service Plan. Services to be provided are detailed in the Individual's State Supported Living Services (SLS) or OBRA Service Plan which dictates the type of service as well as timing and frequency of service to be performed. Rates paid for State SLS and OBRA services can be found on the State Health Care Policy and Financing Website https://hcpf.colorado.gov/provider-rates-fee-schedule see State General Fund Programs Direct Service Rates Fee Schedule. The VENDOR shall include in their monthly invoice the date and duration of services performed. Specific work performance expectations that are deemed appropriate and necessary in order to receive compensation for the work must meet specified State Regulations. Services covered in this agreement are listed in Exhibit B, Scope of Services and Rates. The VENDOR affirms the following requirements are met, as defined by the State of Colorado: The service to be delivered shall meet all applicable state licensing requirements for the performance of the support or service being provided. Certificate: The service to be delivered shall meet all applicable state certification requirements for the performance of the support or service being provided and program approval. Electronic Visit Verification (EVV) is not a requirement for billing State SLS / OBRA services. More information can be found on the HCPF website https://hcpf.colorado.gov/electronic-visit- verification-program-manual#coEWX II. Intent of the Parties: It is the expressed intent of the parties that the Contractor is a VENDOR and not the agent, employee, or servant of CMA and that: a. The VENDOR does not have the express or implied authority to act for CMA or to bind CMA to any agreements, liability, or understanding except as expressly set forth herein. b. The VENDOR shall be accountable to CMA for the ultimate results of its actions but shall not be subject to direction and control of CMA herein. c. Neither the VENDOR nor any agent or employee of the VENDOR shall be or shall be deemed to be an agent or employee of CMA. 66: 4c)A-644-€6i5D) Conrni- 3/4/4 2024-0546 3fq/2Lf Ran Lo d. The VENDOR shall pay when due all required employment taxes and Income Tax Withholdings, including all Federal and State Income Tax and Local Tax on any monies paid pursuant to this service authorization. e. The VENDOR acknowledges that the VENDOR and its employees are not entitled to unemployment insurance benefits unless the VENDOR, or a Third Party provides such coverage, and that CMA does not pay for or otherwise provide such coverage. f. The VENDOR shall provide and keep in force Worker's Compensation and show proof of such insurance; and unemployment compensation insurance in the amounts required by law and shall be solely and entirely responsible for the acts of the VENDOR, its employees, and agents. The VENDOR shall furnish CMA with written certification of the existence of such coverage prior to the finalization of service authorization provisions. Ill. VENDQZ Responsibilities: a. COMPLIANCE WITH THE LAW: The VENDOR agrees to perform its duties and obligations hereunder in strict conformity with relevant federal law, all pertinent federal regulations promulgated pursuant to federal law, the Home and Community -Based Services for Persons with Developmental Disabilities Act; 10 Code of Colorado Regulations (CCR) 2505-10 8.500; 10 CCR2505-10 8.600 Colorado Revised Statute (CRS); Title 25.5 Article 10 et seq., relevant State law, and all pertinent regulations of the Colorado Department of Human Services, Colorado Department of Health Care Policy and Financing, and Colorado Department of Public Health and Environment, as they currently exist or may hereafter be amended. b. LICENSES AND CERTIFICATIONS: The VENDOR represents and warrants to CMA that it and its employees have the requisite training, skills, experience, qualifications, all necessary provider numbers, licenses, certifications, approvals, etc. required to properly provide the services or goods covered by this authorization. c. RECORDS: The VENDOR shall maintain a complete file of all records, communications, documents, and other written materials that pertain to the operation of programs or the delivery of services under this SA and shall maintain such records for a period of six (6) years after the date of termination of this SA as per State requirements, or for such further period as may be necessary to resolve any matters which may be pending. All files shall be kept at the VENDOR's place of business, and the VENDOR shall furnish copies of such files, or portions thereof, as requested by CMA or its designee. d. INSPECTIONS AND PERFORMANCE MONITORING: The VENDOR shall permit CMA, the State of Colorado, the Colorado Department of Health Care Policy and Financing, the U.S. Department of Health and Human Services, and any other duly authorized agent or governmental agency (including the Medicaid Fraud Control Unit) to monitor all activities authorized under this SA. Such monitoring may consist of internal evaluation procedures, examination of data, formal audit, on -site checking, or any other reasonable procedure. Any amounts which have been paid by CMA, and which are found to be improper in accordance with the terms of this SA shall be immediately returned to CMA or may be withheld from future payments. Services rendered through State SLS are subject to inspection and recovery by the Department pursuant to 10 C.C.R. 2505-10 Section 8.076. e. ASSIGNMENT/DELEGATION/SUBCONTRACTORS: The VENDOR shall not assign, delegate, nor subcontract services in this SA without the express prior written consent of CMA. f. INSURANCE: i. The VENDOR agrees that it will keep in force an insurance policy or policies, issued by a company authorized to do business in Colorado, in the kinds and minimum amounts specified below unless specifically waived herein. In the event of cancellation of any such coverage, the VENDOR shall immediately notify CMA of such cancellation. ii. The VENDOR shall have CMA and State of Colorado Health Care Policy and Financing listed as "Additional Insured" on VENDOR's insurance policies. iii. Standard Worker's Compensation and Employers' Liability as required by State statute, including occupational disease, covering all employees on or off the work site acting within the course and scope of their employment. iv. General, Personal Injury, Professional, Automobile Liability (including bodily injury, personal injury, and property damage) minimum coverages: v. Occurrence basis policy: combined single limit of $1,000,000 or Claims -Made policy: combined single limit of $1,000,000; plus, an endorsement, certificate, or other evidence that extends coverage two years beyond the performance period of the service authorization. vi. Annual Aggregate Limit policy: Not less than $1,000,000 plus an agreement that the IC will purchase additional insurance to replenish the limit to $1,000,000 if claims reduce the annual aggregate below $1,000,000. vii. The insurance shall include provisions preventing cancellation without thirty (30) calendar days prior written notice to CMA by certified mail. viii. The VENDOR shall provide certificates of adequate insurance coverage to CMA within ten (10) days of receipt of this service authorization. IV. Payment for Services and Term: a. This contract shall be for a term commencing March 1, 2024 through June 30, 2024 and may be extended upon written agreement of both parties. b. Monthly Invoicing: The VENDOR shall invoice CMA within four (4) working days of the end of the month in which the services were performed, except at the end of the fiscal year when invoices are due two (2) working days from the end of the fiscal year. Invoices received within this time frame will be paid Net 30 unless otherwise noted on the invoice. Invoices may be sent via email to wccmabilling@weld.gov c. Vendor must include the following detail on invoices in order to be paid for services: i. Name of individual in services ii. Dates of Service iii. For services paid in 15 -minute increments, invoice must show the amount of time services were provided in hours or 15 -minute increment iv. Rate per 15 -minute increment or Rate per hour (per Medicaid fee schedule) v. Total Amount Due vi. "No shows" are not billable to Medicaid and will not be reimbursed. Do not include "No shows" in your billing ("No shows" include family cancelling or provider cancelling) d. In order to comply with HCPF State General Funds reporting requirements, no invoices received from the VENDOR after July 3, 2024, for Fiscal Year July 1, 2023 thru June 30, 2024 will be accepted or paid by CMA, the date of July 3, 2024 is subject to change pending Fiscal Year 23-24 holiday schedule. e. Services may be increased or decreased during the term of this agreement by either party due to increased or decreased State funding levels or adjustments to service levels, with the agreement by both parties. f. In the event that overpayments are made by CMA due to the VENDOR's omission, error, fraud, or defalcation; or in the event that the State or Federal government seeks to recover from CMA any sums of money based upon a claim on behalf of the VENDOR after said funds have been paid to the VENDOR, the VENDOR shall immediately reimburse such funds to CMA as allowed by law. The parties understand and agree that CMA shall have the right to offset against payments due to the VENDOR hereunder, or by other legal means recover any debts owed by the VENDOR to CMA or to the State. V. General Terms and Conditions: a. TERMINATION: Except as otherwise agreed in Section I, if the VENDOR refuses or fails to perform any of the provisions of this SA in a timely manner, CMA may notify the VENDOR in writingof nonperformance and may terminate VENDOR's right to proceed with the SA. In addition, either party shall have the right to terminate this SA, without cause, by giving the other party 30 days written notice. If notice is so given, this SA shall terminate on the expiration of the thirty (30) days, and the liability of the parties hereunder for further performance of the terms of this agreement shall thereupon cease, but the parties shall not be released from the duty to perform their obligations up to the date of termination. b. COMPLETE SERVICE AUTHORIZATION: This SA contains the entire agreement of the parties. c. INDEMNIFICATION: To the extent authorized by law, the VENDOR shall indemnify, save, and hold harmless CMA, its employees, and agents against any and all claims, damages, liability, and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the VENDOR or its employees, agents, subcontractors, or assignees pursuant to the terms of this SA. d. NON-DISCRIMINATION: The VENDOR agrees to comply with the letter and spirit of all applicable State and federal laws respecting discrimination and unfair employment practices. e. CONFIDENTIALITY OF RECORDS: The VENDOR shall protect the confidentiality of all records containing personal identifying information that are maintained in accordance with this SA. No such information shall be released except for program administration purposes or with the subject individual's prior written consent. f. CONFLICT OF INTEREST: The VENDOR shall fully disclose to CMA any relationship(s) it has with a third party where such relationship is in opposition or conflict to its relationship with CMA under this SA. g. Health Insurance Portability & Accountability Act of 1996 ("HIPAA"). Federal law governing the privacy of certain health information requires a "Business Associate" service authorization between CMA and the VENDOR. 45 CFR Section 164.504(e). Attached and incorporated herein by reference as Exhibit A is a HIPAA Business Associate Addendum for HIPAA compliance. h. BACKGROUND CHECKS: As per C.R.S. 27-90-111, the VENDOR shall conduct background (criminal record) and reference checks prior to hiring staff and volunteers or contracting with other providers. The VENDOR shall not employ, contract with, or accept volunteer services from individuals who would have unsupervised contact with or access to persons receiving services under this service authorization, or their property and who have been convicted of abuse, neglect, or mistreatment of a child, adult or person receiving services, or of a misdemeanor or felony involving physical harm or violence to another individual, or distribution of controlled substances. i. CONTRACTS FOR SERVICE — ILLEGAL ALIENS: The VENDOR shall not knowingly employ or contract with illegal aliens to perform work under this service authorization or enter into a contract with a subcontractor that fails to certify to VENDOR that the subcontractor knowingly does not employ or contract with illegal aliens to perform work under this service authorization. The VENDOR, if a natural person eighteen (18) years of age or older, hereby swears or affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of CRS 24-76.5-101 et seq. and (iii) shall produce identification required by CRS 24-76.5-103 prior to the effective date of this service authorization. j. If there is a dispute, VENDORs are to follow Section 25.5-10-212 CRS, k. The VENDOR agrees to abide by the following CMA policies and procedures located on the CMA website at https://www.weld.gov/Government/Departments/Human-Services/Area- Agency-on-Aging-AAA i. Critical Incidents ii. Mistreatment iii. Human Rights Committee (HRC) I. FEDERAL FALSE CLAIMS ACT 31 US Code 3729: The VENDOR, its employees, subcontractors, and agents shall comply with the Federal False Claims Act. Violations of the False Claims Act such as false claims or attempts to defraud health care programs should be promptly reported, investigated, and remedied, as appropriate and required by law. Detailed information regarding the False Claims Act and CMA's policy can be found on the CMA website. The parties have caused their duly authorized representatives to sign this Service Authorization Agreement stated above: CMA: ATTEST: V�►l " "JCL: K BY: e)k to the Board Deputy Cler BOARD OF COUNTY COMMISSIONERS WELD COUNTY, C OO— evin D. Ross, Chair DOR: MAR 0 4 2024 mel Community Living Corporation BA Overture 451 21. Avenue, Suite B Longmont, Colorado 80501 By: newt, Pet,ukort, Dana Paulson, Chief Operating Officer Date: Feb 29, 2024 02-002Z _ 5" Exhibit A CMA HIPAA BUSINESS ASSOCIATE AGREEMENT This Business Associate Agreement ("Agreement") is part of federal and state requirements of CMA For purposes of this Agreement, CMA is referred to as "Covered Entity" or "CE" and VENDOR is referred to as the "Business Associate" or "Associate." The Associate performs, or assists in the performance, of a function or activity, or provides services of a type for CMA that makes the Associate a "Business Associate" for purposes of the HIPAA privacy regulations. The CE may disclose protected health information to the Associate in conjunction with the function, activity, or services performed or provided by the Associate. The CE and the Associate desire to enter into an agreement as required by the HIPAA privacy regulations to provide satisfactory assurance to CMA that the Associate will appropriately safeguard that protected health information (PHI). RECITALS A. CE and Associate intend to protect the privacy and provide for the security of PHI disclosed to Associate pursuant to this Agreement in compliance with the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §1320d — 1320d-8 ("HIPAA"), as amended by the American Recovery and Reinvestment Act of 2009 ("ARRA")/HITECH Act (P.L. 111-005), and its implementing regulations promulgated by the U.S. Department of Health and Human Services, 45 C.F.R. Parts 160, 162 and 164 (the "HIPAA Rules") and other applicable laws, as amended. B. As part of the HIPAA Rules, the CE is required to enter into an agreement containing specific requirements with Associate prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the Code of Federal Regulations ("C.F.R.") and contained in this Agreement. The parties agree as follows: 1. Term. Except as otherwise provided for herein, this Agreement will continue in full force and effect through the term of any function, activity, or services performed or provided by the Associate. 2. Definitions. a. Except as otherwise defined herein, capitalized terms in this Agreement shall have the definitions set forth in the HIPAA Rules at 45 C.F.R. Parts 160, 162 and 164, as amended. In the event of any conflict between the mandatory provisions of the HIPAA Rules and the provisions of this Agreement, the HIPAA Rules shall control. b. "Protected Health Information" or "PHI" means any information, whether oral or recorded in any form or medium: (i) that relates to the past, present, or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present, or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual and shall have the meaning given to such term under the HIPAA Rules, including, but not limited to, 45 C.F.R. Section 164.501. c. "Protected Information" shall mean PHI provided by CE to Associate or created, received, maintained, or transmitted by Associate on CE's behalf. To the extent Associate is a covered entity under HIPAA and creates or obtains its own PHI for treatment, payment, and health care operations, Protected Information under this Agreement does not include any PHI created or obtained by Associate as a covered entity and Associate shall follow its own policies and procedures for accounting, access and amendment of Associate's PHI. 3. Oblgations of Associate. a. Permitted Uses. Associate shall not use Protected Information except for the purpose of performing Associate's obligations as permitted under this Agreement. Further, Associate shall not use Protected Information in any manner that would constitute a violation of the HIPAA Rules if so used by CE, except that Associate may use Protected Information: (i) for the proper management and administration of Associate; (ii) to carry out the legal responsibilties of Associate; or (iii) for Data Aggregation purposes for the Health Care Operations of CE. Associate agrees to defend and indemnify the CE against third party claims arising from Associate's breach of this Agreement. b. Permitted Disclosures. Associate shall not disclose Protected Information in any manner that would constitute a violation of the HIPAA Rules if disclosed by CE, except that Associate nay disclose Protected Information: (i) in a manner permitted pursuant to this Agreement; (ii) for the proper management and administration of Associate; (iii) as required by law; (iv) for Data Aggregation purposes for the Health Care Operations of CE; or (v) to report violations of law to appropriate federal or state authorities, consistent with 45 C.F.R. Section 164.502(j)a). c. Appropriate Safeguards. Associate shall implement appropriate safeguards as are necessary to prevent the use or disclosure of Protected Information other than as permitted by this Agreement. Associate shall comply with the requirements of the HIPAA Security Role at 45 C.F.R. Sections 164.308, 164.310, 164.312, and 164.316. Associate shall maintain a comprehensive written information privacy and security program that includes administrative, technical, and physical safeguards appropriate to the size and complexity of the Associate's operations and the nature and scope of its activities. Associate shall review, modify, and update documentation of its safeguards as needed to ensure continued provision of reasonable and appropriate protection of Protected Information. d. Reporting of Improper Use or Disclosure. Associate shall report to CE in writing any use or disclosure of Protected Information other than as provided for by this Agreement within five (5) business days of becoming aware of such use or disclosure. e. Accounting Rights. Associate and its agents shall make available to CE, within ten (10) business days of notice by CE, the information required to provide an accounting of disclosures to enable CE to fulfill its obligations under the HIPAA Rules, including, but not limited to, 45 C.F.R. Section 164.528. In the event that the request for an accounting is delivered directly to Associate or its agents, Associate shall within five (5) business days of the receipt of the request, forward it to CE in writing. It shall be CE's responsibility to prepare and deliver any such accounting requested. Associate shall not disclose any Protected Information except as set forth in Section 2(b) of this Agreement. f. Governmental Access to Records. Associate shall keep records and make its internal practices, books and records relating to the use and disclosure of Protected Information available to the Secretary of the U.S. Department of Health and Human Services (the "Secretary,") in a time and manner designated by the Secretary, for purposes of determining CE's or Associate's compliance with the HIPAA Rules. Associate shall provide to CE a copy of any Protected Information that Associate provides to the Secretary concurrently with providing such Protected Information to the Secretary when the Secretary is investigating CE. Associate shall cooperate with the Secretary if the Secretary undertakes an investigation or compliance review of Associate's policies, procedures or practices to determine whether Associate is complying with the HIPAA Rules, and permit access by the Secretary during normal business hours to its facilities, books, records, accounts, and other sources of information, including Protected Information, that are pertinent to ascertaining compliance. g. Minimum Necessary. Associate (and its agents) shall only request, use, and disclose the minimum amount of Protected Information necessary to accomplish the purpose of the request, use, or disclosure, in accordance with the Minimum Necessary requirements of the HIPAA Rules, including, but not limited to, 45 C.F.R. Sections 164.502(b) and 164.514(d). h. Data Ownership. Associate acknowledges that Associate has no ownership rights with respect to the Protected Information. i. Retention of Protected Information. Except upon termination of all functions, activities, or services performed or provided by the Associate, Associate or agents shall retain all Protected Information and shall continue to maintain the information for a period of six (6) years. j. Notification of Breach. During the term of this Agreement, Associate shall notify CE within five (5) business days of any suspected or actual breach of security, intrusion or unauthorized use or disclosure of Protected Information and/or any actual or suspected use or disclosure of data in violation of any applicable federal or state laws or regulations. Associate shall not initiate notification to affected individuals per the HIPAA Rules without prior notification and approval of CE. Information provided to CE shall include the identification of each individual whose unsecured PHI has been, or is reasonably believed to have been accessed, acquired or disclosed during the breach. Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations. k. Safeguards During Transmission. Associate shall be responsible for using appropriate safeguards, including encryption of PHI, to maintain and ensure the confidentiality, integrity and security of Protected Information transmitted to CE pursuant to the Agreement, in accordance with the standards and requirements of the HIPAA Rules. I. Restrictions and Confidential Communications. Associate will not respond directly to an individual's requests to restrict the use or disclosure of Protected Information or to send all communication of Protected Information to an alternate address. Associate will refer such requests to the CE so that the CE can coordinate and prepare a timely response to the requesting individual and provide direction to Associate. 4. Obigations of CE. a. Safeguards During Transmission. CE shall be responsible for using appropriate safeguards, including encryption of PHI, to maintain and ensure the confidentiality, integrity and security of Protected Information transmitted pursuant to this Agreement, in accordance with the standards and requirements of the HIPAA Rules. b. Notice of Changes. CE maintains a copy of its Notice of Privacy Practices on its website. CE shall provide Associate with any changes in, or revocation of, permission to use or disclose Protected Information, to the extent that it may affect Associate's permitted or required uses or disclosures. To the extent that it may affect Associate's permitted use or disclosure of PHI, CE shall notify Associate of any restriction on the use or disclosure of Protected Information that CE has agreed to in accordance with 45 C.F.R. Section 164.522. 5. Reasonable Steps to Cure Breach. a. If CE knows of a pattern of activity or practice of Associate that constitutes a material breach or violation of the Associate's obligations under the provisions of this Agreement or another arrangement, then CE shall take reasonable steps to cure such breach or end such violation. If Associate knows of a pattern of activity or practice of an agent that constitutes a material breach or violation of agent's obligations under the written agreement between Associate and the agent, Associate shall take reasonable steps to cure such breach or end such violation, if feasible. 6. Disposition of the PHI upon Termination or Expiration. a. Upon termination or expiration of any agreement for services between the Parties, the Associate will either return or destroy, at CE's sole discretion and in accordance with any instructions by CE, all PHI in the possession or control of the Associate and its agents. However, I the Associate determines that neither the return nor destruction of the PHI is feasible, the Associate may retain the PHI provided that the Associate complies with those reasonable restrictions imposed by the CE. 7. Disclaimer. CE makes no warranty or representation that compliance by Associate with this Agreement or the HIPAA Rules will be adequate or satisfactory for Associate's own purposes. Associate is solely responsible for all decisions made by Associate regarding the safeguarding of PHI. 8. Assistance in Litigation or Administrative Proceedings. Associate shall make itself and any employees or agents assisting Associate in the performance of its obligations under the Agreement, available to CE, at no cost to CE, up to a maximum of thirty (30) hours, to testify as witnesses or otherwise, in the event of litigation or administrative proceedings being commenced against CE, its directors, officers, or employees based upon a claimed violation of the HIPAA Rules or other laws relating to security and privacy or PHI, in which the actions of Associate are at issue, except where Associate or its employee or agent is a named adverse party. 9. Interpretation and Order of Precedence. The provisions of this Agreement shall be interpreted as broadly as necessary to implement and comply with the HIPAA Rules. The parties agree that any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the HIPAA Rules. 10. Survival of Certain Agreement Terms. Notwithstanding anything herein to the contrary, Associate's obligations under this Agreement shall survive termination of this Agreement and shall be enforceable by CE as provided herein in the event of such failure to perform or comply by the Associate. 11. Representatives and Notice. For the purpose of the Agreement, the individuals identified on Page 1 of 4 Pages of this agreement shall be the representatives of the respective parties. All required notices shall be hand delivered or given by certified or registered mail to the representatives at the addresses listed at the top of this form. Exhibit B Scope of Services and Rates 1. Scope of Services a. Services to be provided are detailed in the Individual's State Supported Living Services (SLS) or OBRA Service Plan which dictates the type of service as well as timing and frequency of service to be performed. b. Approved VENDOR State SLS and OBRA services provided under this agreement: ❑ D2999: State SLS - Dental ❑ H1010: CES — Parent Education ❑ H2019: State SLS — Behavioral Consultation ❑ H2019: DD — Behavioral Counseling Individual ❑ H2019: SLS — Behavioral Counseling Individual ❑ H2019: OBRA — Counseling Individual ❑ H2019: State SLS — Counseling Services Individual ❑ H2021: State SLS - Mentorship ❑ H2023: State SLS — Supp Employment -Job Development ❑ S5130: SLS — Homemaker Basic ❑ S5130: State SLS — Homemaker Basic ❑ S5130: State SLS — Homemaker Enhanced ❑ S5150: State SLS — Respite Individual per 15 minutes ❑ S5151: State SLS— Respite Individual Per Day ❑ S5161: State SLS — Personal Emergency ❑ S5161: SLS — Personal Emergency Response Services ❑ S5165: CES — Home Accessibility Adaptations ❑ S5199: CES—Adapted Therapeutic Recreational Fees ❑ 58940: CES — Hippotherapy - Individual LI S8940: SLS — Hippotherapy - Individual ❑ T1019: State SLS - Personal Care ❑ T1999: CES—Adapted Therapeutic Recreational Equipment ® T2003: State SLS— Transportation Mileage [] T2003: State SLS— Transportation Mileage nonday El T2003: SLS — Transportation Mileage Band 1 ❑ T2004: State SLS — Transportation Other ❑ T2004: DD —Transportation — Other (Public Conveyance) T2004: SLS — Transportation — Other (Public Conveyance) T2019: State SLS — Supportive Employment Individual ❑ T2019: State SLS - Supportive Employment Group ® T2021: State SLS — Day Habilitation Supp Comm Connect ® T2021: State SLS — Day Habilitation Specialized Hab ❑ T2024: State — Behavioral Assessment ❑ T2028: DD - Specialized Medical Supplies — Disposable O T2028: SLS — Specialized Medical Supplies - Disposable ❑ T2029: CES — Specialized Medical Equipment ❑ 12029: DD — Specialized Medical Equipment ❑ 12029: SLS — Specialized Medical Equipment ❑ T2035: CES — Assistive Technology ❑ V2799: DD — Vision Services ❑ V2799: SLS — Vision Services ❑ V2799: State SLS — Vision Services ❑ 97124: CES — Message Therapy ❑ 10000: State SLS — Acquiring Pest Abatement 2. Provider Rates and Fee Schedule a. Rates paid for State SLS and OBRA services can be found on the State Health Care Policy and Financing Website https://hcpf.colorado.gov/provider-rates-fee- schedule, see State General Fund Programs Direct Service Rates Fee Schedule. Terms 1. Home and Community Based Service (HCBS) Provider Agency Billing a. Claims for HCBS services are payable only if submitted in accordance with the following procedures: i. VENDOR shall verify Member eligibility prior to delivering services; ii. VENDOR shall verify a Prior Authorization Request (PAR) has been approved for the services in question, prior to service provision and claim submission; iii. Claims shall be submitted to the Fiscal Agent in accordance with Department billing manuals and policies, outlined in 10 C.C.R. 2505-10 Section 8.043; iv. Claims shall only be submitted for services the VENDOR is enrolled to provide, including correct HCBS specialties; v. Claims shall only be submitted for services provided in accordance with all applicable federal and state statutes, regulations, and other authorities; vi. Submitted claims shall include all data elements required to complete the National Uniform Claim Committee Form 1500 (CMS 1500). b. Payment shall not exceed rate shown in the Health First Colorado Fee Schedule in effect on the date services are provided. c. Pursuant to § 25.5-4-301, C.R.S., VENDOR shall not collect copayments or seek reimbursement from eligible Members for covered services. 2. Personnel a. Employee and Contractor records i. The VENDOR shall maintain records documenting the qualifications and training of employees and Contractors who provide services to Members. ii. The VENDOR shall maintain a personnel record for each employee or Contractor. The record shall contain: • Documentation of employee/Contractor qualifications. • Documentation of trainings completed. • Documentation of supervision and performance evaluation or contractor management. Documentation that the employee/Contractor was informed of all policies and procedures required by Section 8.7409. Documentation of the employee's/Contractor's job description. Documentation of a criminal background check and a CAPs check. 3. License/Certification a. The VENDOR shall meet the enrollment requirements for each service it provides prior to providing services. The VENDOR shall ensure each employee or independent Contractor maintains the necessary and appropriate license and/or Certification to render services. The VENDOR shall maintain documentation of current and valid individual license(s) and Certification(s) in the personnel record. 4. Medication Administration a. All employees and Contractors, not otherwise authorized by law to administer medication, who assist and/or monitor Members in the administration of medications or the filling of medication reminder boxes shall have passed a "Qualified medication administration person" or "QMAP" competency evaluation offered by an approved training entity, and shall be listed on the Department's list of persons who have passed the requisite competency evaluation as defined in 6 CCR 1011-1, Chapter 24. Each facility shall ensure the qualifications of the QMAP employee or Contractor per 6 CCR 1011-1, Chapter 24, Section 3. 5. Traiinings a. The VENDOR shall have an organized program of orientation and training of sufficient scope for employees and Contractors to carry out their duties and responsibilities efficiently, effectively, and competently. Training shall be provided prior to employees or Contractors having unsupervised contact with Members. The training program shall, at a minimum, provide for and include: i. Training related to person -centered practices, the role of the Person - Centered Support Plan, and the concept of dignity of risk; ii. Training related to health, safety, and services and supports to be provided related to the specific needs and diagnoses of Members served; iii. Training specific to the individual(s) for whom the employees or Contractors will be providing services and supports which includes medical or behavioral protocols, supervision, dietary and Activities of Daily Living (ADL) needs, and Provider agencies' internal policies and procedures. 6. Rendering Services According to the Person -Centered Support Plan a. The VENDOR shall maintain, on file, copies of the current Person -Centered Support Plan for all Members they serve. Staff providing direct care to Members shall have access to or a copy of the support plan Person -Centered Support Plan and shall render services as required in the support plan Person - Centered Support Plan. b. The VENDOR shall render services according to the agreed upon Person - Centered Support Plan and coordinate with other provider agencies, when applicable. Members receiving services shall be included in developing the Person -Centered Support Plan and have the freedom to choose a willing service vendor. c. The VENDOR shall not condition a Member's receipt of any service on the Member's agreement to receive other services from the service vendor. d. The VENDOR shall not discontinue or refuse to provide agreed upon services to a Member unless documented efforts have been made to resolve the situation that triggers such discontinuation or refusal to provide services. 7. Incident Reporting a. The VENDOR shall complete the timely reporting, recording, and reviewing of Incidents which shall include, but not be limited to: • Death of Member receiving services; Hospitalization of Member receiving services; Medical emergencies, above and beyond first aid, involving Member receiving services; Allegations of MANE; • Injury to Member or illness of Member; • Damage or theft of Member's personal property; • Errors in medication administration; • Lost or missing person receiving services; Criminal activity; and Incidents or reports of actions by Member receiving services that are unusual and require review. b. The VENDOR shall submit a verbal or written report of every Incident to the HCBS Member's Case Management Agency Case Manager within 24 hours of discovery of the actual or alleged Incident. The report shall include: • Name of person reporting; • Name of Member who was involved in the Incident; • Member's Medicaid identification number; • Name of persons involved or witnessing the Incident; ■ Incident type; ■ Date, time, and duration of Incident; • Location of Incident; • Persons involved; • Description of Incident; Description of action taken; Whether the Incident was observed directly or reported to the provider; Name of person notified; Follow-up action taken or where to find documentation of further follow-up; Name of the person responsible for follow up; and Resolution, if applicable. c. If any of the above information is not available and reported to the Case Management Agency Case Manager within 24 hours of the Incident, the VENDOR must submit follow up information as soon as it is obtained. d. Additional follow up information may also be requested by the Case Manager, or the Department. The VENDOR is required to submit all follow up information within the timeframe specified by the Case Management Agency. e. VENDOR shall review and analyze information from Incident reports to identify trends and problematic practices which may be occurring in specific services and shall take appropriate corrective action to address problematic practices identified. SIGNATURE REQUESTED: Weld/Carmel dba Overture CMA Service Agreement 2024 (f) Final Audit Report 2024-02-29 Created: 2024-02-21 By: Sara Adams (sadams@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAAcmt6wyUkrk_3TopwMdgKpe5HejzYnnib "SIGNATURE REQUESTED: Weld/Carmel dba Overture CMA S ervice Agreement 2024 (f)" History t Document created by Sara Adams (sadams@weld.gov) 2024-02-21 - 6:52:58 PM GMT 2. Document emailed to Dana Paulson (dpaulson@bekenholdings.com) for signature 2024-02-21 - 6:53:38 PM GMT ,t Email viewed by Dana Paulson (dpaulson@bekenholdings.com) 2024-02-27 - 6:30:47 PM GMT t Email viewed by Dana Paulson (dpaulson@bekenholdings.com) 2024-02-29 - 4:38:38 PM GMT 6® Document e -signed by Dana Paulson (dpaulson@bekenholdings.com) Signature Date: 2024-02-29 - 4:39:31 PM GMT - Time Source: server O Agreement completed. 2024-02-29 - 4:39:31 PM GMT Powered by Adobe Acrobat Sign Contract Form Entity Information Entity Name CARMEL COMMUNITY LIVING CORPORATION Entity ID* @00018317 Q New Entity? Contract Name* Contract ID CARMEL COMMUNITY LIVING CORPORATION CASE 7887 MANAGEMENT AGENCY (CMA) SERVICES AGREEMENT Contract Status CTB REVIEW Contract Lead SADAMS Contract Lead Email sadams@weld.gov;cobbx xlk@weld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description * (CONSENT) CARMEL COMMUNITY LIVING CORPORATION CASE MANAGEMENT AGENCY (CMA) SERVICES AGREEMENT Contract Description 2 PA ROUTED THROUGH BOCC ON 2/6/2024 AND WAS APPROVED ON 2/1 2/2024, KNOWN TO CTB AS TYLER# 2024-0326 Contract Type * AGREEMENT Amount* $0.00 Renewable * NO Automatic Renewal Grant IGA Department Requested BOCC Agenda Due Date HUMAN SERVICES Date* 02/29/2024 03/04/2024 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 * 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 CONSENT 02/29/2024 Approval Process Department Head Finance Approver Legal Counsel JAMIE ULRICH CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 02/29/2024 02/29/2024 02/29/2024 Final Approval BOCC Approved Tyler Ref # AG 030424 BOCC Signed Date Originator SADAMS BOCC Agenda Date 03/04/2024 Hello