HomeMy WebLinkAbout20163423.tiffRESOLUTION
RE: APPROVE SUBCONTRACT AGREEMENT FOR ASSESSMENT PROCESS AND
AUTHORIZE CHAIR TO SIGN - TRUVEN HEALTH ANALYTICS, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Subcontract Agreement for Assessment
Process between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Human Services, Area Agency
on Aging, and Truven Health Analytics, Inc., commencing September 15, 2016, and ending March
31, 2017, with further terms and conditions being as stated in said subcontract agreement, and
WHEREAS, after review, the Board deems it advisable to approve said subcontract
agreement, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Subcontract between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Department of
Human Services, Area Agency Aging, and Truven Health Analytics, Inc., be and hereby is,
approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said subcontract agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 7th day of November, A.D., 2016.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: ddrifit,t) JCdA40•c k.
Weld County Clerk to the Board
BY:
APP
eputy Clerk to the Board
Mike Freeman, Chair
ara Kirkmeyer
unty ttorney
Steve Moreno
Date of signature: l t' t g( (Ca
cc: H3OCCM/58IJG)
03/00!1-7
2016-3423
HR0087
Atrrnd It -N3
MEMORANDUM
DATE,: September 15, 2016
TO: Board of County Commissioners — Pass -Around
FR: Judy A. Griego, Director, Human Services
RE:
Weld County Department of Human Services' Area
Agency on Aging (AAA) Subcontract Agreement with
Truven Health Analytics Inc., an IBM Company
Please review and indicate if you would like a work session prior to placing this item on the
Board's agenda.
Request Board Approval of the Department's Area Agency on Aging (AAA) Subcontract
Agreement with Truven Health Analytics Inc., an IBM Company. This subcontract will
give the AAA Options for Long Term Care program the opportunity to participate in the testing
of a new assessment tool called the Functional Assessment Standardized Items (FASI) and
receive reimbursement for completing the assessment tool with sixty nine (69) of our Options
for Long Term Care clients. This assessment process is one part of a larger grant called the
Testing Experience and Functional Tools grant (TEFT).
Colorado is one of the nine states that was awarded the TEFT grant through Centers for
Medicare and Medicaid Services (CMS). The grant program, spanning four years through
March 2018, is designed to field test a cross -disability experience of care survey and a set of
functional assessment items, demonstrate personal health records, and create an electronic LTSS
service plan standard with the Medicaid community based long term services and supports.
Weld County Single Entry Point, as well as other Options for Long Term Care programs in the
state, have been working on this project since the grant was awarded to the Colorado
Department of Health Care Policy and Financing. The state is now in the second phase of the
grant which involves the testing of the FASI. This assessment aims to replace the existing
assessment tool with a more person centered functional assessment that will be standardized
throughout the long term care community nationwide.
The contract period is September 15, 2016 through March 31, 2017 and the total contract
amount will be $17,250 based on a $250.00 per completed assessment rate.
I do not recommend a Work Session. I recommend approval of this Agreement.
Approve Request
13OCC Agenda Work Session
Sean Conway
Steve Moreno
Barbara Kirkmeyer
Mike Freeman
Julie Cozad
2016-3423
/4/20ar7
Piss-Aro.und.M6gorandum; September 15, 2016 - Contract ID 783 Page 1
SUBCONTRACT AGREEMENT
CMS-TEFT TA -WELD
by and between
Truven Health Analytics Inc., an IBM Company
and
Weld County Area Agency on Aging
THIS SUBCONTRACT AGREEMENT ("Agreement") is entered into by and between Truven Health
Analytics Inc., an IBM Company ("Truven Health") with offices at 100 Phoenix Drive, Ann Arbor, Michigan
48108, and The Weld County Board of County Commissioners on behalf of Weld County Area Agency on
Aging ("Subcontractor") with offices at 315 North 11th Avenue, Building C, PO Box 1805, Greeley, Colorado
80631. Individually, Truven Health and Subcontractor may be referred to as "Party" or collectively as
"Parties."
WHEREAS, Truven Health desires to engage the professional services of the Subcontractor on the
contract, and the Subcontractor desires to provide such services upon the terms and conditions set forth;
WHEREAS, in connection therewith, Truven Health wishes to retain Subcontractor to perform
services in support of the Truven Health prime contract number HHSM-500-2010-000251, Medicaid and
CHIP Policy Implementation and Evaluation (MACPIE) Task Order 006 ("Prime Contract") with the Centers
for Medicare and Medicaid Services ("CMS" or "Client") for the TEFT Technical Assistance ("Project");
and
WHEREAS, Subcontractor is willing and able to render said services;
NOW, THEREFORE, in consideration of the mutual terms, conditions and covenants set forth
herein, the Parties agree as follows:
1. Subcontractor's Services. Subcontractor agrees to render services to Truven Health in
accordance with the Statement of Work, found herein in Attachment 1, and level of effort
described herein. Level of effort is defined in terms of staff assignments made in the proposal,
project work plan, and staffing plan as submitted by Truven Health to the Client. The Parties agree
that Truven Health will request services as necessary, and that Subcontractor agrees to render
such services under the terms of this Agreement. Any changes requested by Truven Health that
increase the Subcontractor's level of effort shall be subject to the mutual agreement of the
Parties.
a. Compensation. This is a firm fixed price type contract. In consideration of those services,
Truven Health shall pay Subcontractor an agreed upon total not to exceed value of
$17,250. Please refer to the Payment Terms section of Attachment 1.
b. Compensation in the Event of Default or Termination for Convenience.
In the event of a default by and termination of the Subcontractor, Subcontractor shall
only be paid for the work satisfactorily completed prior to any termination as determined
by Contractor. In the event the prime contract with Truven Health is terminated, whether
by declaration of default by Client or for convenience by the Client, Subcontractor shall
be paid only for the work satisfactorily completed prior to the termination.
c. Manner of Payment. Subcontractor shall prepare and submit to Truven Health an invoice
by the fifteenth day following each month for complete FASI assessments. An assessment
shall be considered complete when the assessor obtains the participant's consent or
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL
assent to participate in the study, conducts the in -home FASI assessment and submits the
FASI data collection toll in accordance with Attachment 1. Subcontractor shall reference
the Truven Health charge number 148135 for the assigned work. The invoice shall be sent
to Truven Health Analytics Inc., 150 Cambridge Park Drive, Cambridge, Massachusetts,
02140, Attention: Pauline Goulart, or via email to Pauline.Goulart@truvenhealth.com,
with a copy to Pat Rivard Pat.Rivard@truvenhealth.com. Truven Health shall pay
Subcontractor within thirty (30) days after receipt and approval of the invoice.
d. Final Payment. The Subcontractor, and each assignee under an assignment entered into
under this Agreement and in effect at the time of final payment under this Subcontract,
shall execute and deliver, at the time of and as condition precedent to final payment
under this Subcontract, a release discharging Truven Health and Client, their officers,
agents, and employees of and from all liabilities, obligations and claims arising out or
under this Subcontract.
2. Cost Reimbursement Type Agreements. If this is a Cost Reimbursement type agreement, the
following terms apply:
a. Notwithstanding the provisions of this Agreement establishing allowability of costs, the
allowable indirect costs under this Agreement shall be obtained by applying negotiated
overhead rates to bases agreed upon by Truven Health and the Subcontractor. Within
thirty (30) days of obtaining final indirect rates for any period covered by the term of this
Agreement, Subcontractor shall provide Truven Health a copy of the latest rate
agreement between itself and its cognizant Federal agency and an invoice that provides
necessary adjustments occasioned by indirect rate variances within thirty (30) days of
receipt of the latest indirect rate agreement. In no event shall Truven Health be obligated
to pay costs in excess of any amount subject to the limitations of Article l.a,
Compensation, of this Agreement.
b. FAR 52.232-22, Limitation of Funds is incorporated herein. The Subcontractor is
cautioned as to the need to comply with the notice requirements of that clause and as to
the limitations on Truven Health's obligations to reimburse Subcontractor as set forth in
that clause.
c. Travel and Other Direct Costs shall be reimbursed at actual costs incurred in accordance
with 52.216-7 and FAR 31.205-46, Allowable Cost and Payment and the Federal Travel
Regulation as applicable.
3. Technical Direction. Performance of the work under this Subcontract shall be subject to the
technical direction of the Truven Health Project Director, Beth Jackson, or a person designated as
Acting Truven Health Project Director, or Pat Rivard, FASI Data Collection Lead. Such technical
direction may include, but is not limited to:
a. Prescribing the details of the Statement of Work in accordance with Article 1.
b. Monitoring technical progress and performing technical evaluation of performance.
c. Performing technical inspection and acceptance.
d. Interpreting the Statement of Work and assisting the Subcontractor in the resolution of
technical problems encountered during performance.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 2
4. Condition of Client Consent or Ratification. As a condition of Truven Health's Prime Contract,
this Subcontract must be approved by the Government Contracting Officer. Truven Health will
notify Subcontractor when such approval has been obtained. Meanwhile, it is understood and
agreed that until such time as approval is granted, this Subcontract will not come into full force
and effect.
Reasonable access to facilities, books, and records of Subcontractor is required by the
Government insofar as may be necessary to verify and support compliance with Prime Contract
terms and conditions, including but not limited to cost data, such as individual time records,
invoices, general ledgers, etc., and employment practices concerning US Government
Socioeconomic programs.
5. Status as Independent Contractors. This Agreement shall not constitute, create, or otherwise
imply an employment, joint venture, partnership, agency or similar arrangement, and nothing
contained herein shall be construed as providing for the sharing of profits or losses arising from
the efforts of either or both of the Parties hereto. Each Party to this Agreement shall act as an
independent contractor, and neither Party shall have the power to act for or bind the other Party
except as expressly provided for herein. Subcontractor assumes sole responsibility for
determining the manner and means of performance hereunder.
a. Ineligible for Employee Benefits. Subcontractor and its employees shall not be eligible for any
benefit available to employees of Truven Health, including, but not limited to, workers
compensation insurance, state disability insurance, unemployment insurance, group health
and life insurance, vacation pay, sick pay, severance pay, bonus plans, pension plans, savings
plans and the like.
b. Payroll Taxes. No income, social security, state disability or other federal or state payroll tax
will be deducted from payments made to Subcontractor under this Agreement.
Subcontractor agrees to pay all state and federal taxes and other levies and charges as they
become due on account of monies paid to Subcontractor hereunder.
6. Term. This Agreement shall continue until March 31, 2017, unless earlier terminated as provided
in paragraph 7 below. The period of performance of the Project is September 15, 2016 — March
31. 2017. The term may be extended for an additional period or periods of time representing
increments of no more than one year, provided that such an extension of the contract term is
effected prior to the current contract expiration date by means of a contract amendment.
7. Termination. Truven Health shall have the right to terminate this Agreement if Subcontractor is
in default of any obligation hereunder and such default is not cured within thirty (30) days of
receipt of a written notice from Truven Health specifying such default. This Agreement may also
be terminated by Truven Health without prior notice if the Truven Health Prime Contract with the
Client is terminated for any reason. This Agreement or any Statement of Work may also be
terminated by Truven Health without cause upon thirty (30) days written notice.
8. Termination of Services and Return of Truven Health Property. Upon the expiration or earlier
termination of this Agreement, Subcontractor shall immediately terminate the services
hereunder, and shall deliver promptly to Truven Health all property relating to the business, work
and investigations of Truven Health, and to any Work Product, patents or copyrights covered by
this Agreement and/or any property belonging to Client. Such property shall include but not be
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 3
limited to all hardware and software, written, graphical, and recorded material, and any copies,
abstracts or summaries thereof. Subcontractor further agrees that they shall be liable for any loss
or destruction of, or damage to property furnished to it by the Client.
9. Warranty. Subcontractor hereby warrants:
a. Subcontractor has full power and authority to enter into this Agreement and to grant the
rights granted hereunder;
b. The Subcontractor, if a corporation or limited liability company, is duly organized, validly
existing and in good standing, with full power and authority to conduct its business as it
is now being conducted, to own or use the properties and assets that it purports to own
or use to enter this Agreement, and to perform its obligations hereunder. The
Subcontractor possesses any and all necessary permits, licenses or other authorizations
required to perform hereunder;
c. Subcontractor shall comply with all applicable Federal laws, rules and regulations
regarding ethics in public acquisitions, procurement and performance under this
Agreement;
d. Subcontractor possesses the special skill and professional competence, expertise and
experience to undertake the obligations imposed by this Agreement. Subcontractor
agrees to perform in a diligent, efficient, competent and skillful manner commensurate
with the highest standards of the profession, and to devote such time as is necessary to
perform the services required under this Agreement. Subcontractor agrees to remove
and replace any of its personnel from participating in the program described in this
Agreement, who, in the sole judgment of Truven Health, are not performing their
responsibilities at an acceptable level;
e. The individual executing this Agreement on or behalf of the Subcontractor is duly
authorized by the Subcontractor to execute this Agreement;
f. Subcontractor's execution and performance of this Agreement will not conflict with,
violate or otherwise result in a breach of any of the terms of any contract or agreement
or terms of employment to which he is bound, or any law, regulation, order, judgment or
decree of any court, arbitrator or any other governmental or regulatory body binding
upon Subcontractor;
Subcontractor agrees to abide by the requirements of 41 CFR Section 60-1.4(a); 41 CFR
Section 60-300.5(a); 41 CFR Section 60-741.5(a); and 29 CFR Part 471, Appendix A to
Subpart A with respect to affirmative action program and posting requirements, and that
these requirements are incorporated herein. These regulations require that covered
prime contractors and subcontractors ensure nondiscrimination and take affirmative
action in employment to employ and advance qualified individuals without regard to sex,
gender identity, sexual orientation, race, color, religious creed, national origin, physical
or mental disability and protected veteran status. If Subcontractor has participated in a
previous contract or subcontract subject to the Equal Opportunity clause (FAR 52.222-
26), Subcontractor certifies that all required compliance reports, and representations
have been filed and they may be obtained before Subcontract award;
h. The services provided under this Agreement constitute "commercial Services," as defined
by FAR 2.101;
g.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 4
J•
Subcontractor has not made or solicited and will not make or solicit kickbacks in violation
of FAR 52.203-7 or the Anti -Kickback Act of 1986 (41 USC 51-58); and
Subcontractor certifies that (1) no Federal appropriated funds have been paid or will be
paid to any person for influencing or attempting to influence an officer or employee of
any agency, a Member of Congress, an officer or employee of Congress, or an employee
of a Member of Congress on his or her behalf in connection with the awarding of this
Agreement; (2) if any funds other than Federal appropriated funds (including profit or
fee received under a covered Federal transaction) have been paid, or will be paid, to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress on his or her behalf in connection with this Agreement, the
Subcontractor shall complete and submit, with its offer, OMB standard form LLL,
Disclosure of Lobbying Activities, to the Contracting Officer; and (3) he or she will include
the language of this certification in all subcontract awards at any tier and require that all
recipients of subcontract awards in excess of $100,000 shall certify and disclose
accordingly (the definitions and prohibitions contained in the clause at FAR 52.203-12,
Limitation on Payments to Influence Certain Federal Transactions, included in this
solicitation, are hereby incorporated by reference in this paragraph of this certification).
10. Debarment. Subcontractor represents and warrants that, as of the Effective Date, Subcontractor
has not (i) been heretofore excluded, debarred, suspended or been otherwise determined to be,
or identified as, ineligible to participate in any governmental program (collectively, the
"Governmental Programs") or is about to be excluded, debarred, suspended or otherwise
determined to be, or identified as, ineligible to participate in any Governmental Program, (ii)
received any information or notice, or become aware, by any means or methods, that it is the
subject of any investigation or review regarding its participation in any Governmental Programs,
(iii) within the last three years been convicted of any crime relating to any Governmental Program
and, (iv) been convicted of, or had a civil judgment rendered against it, for any of the following: (1)
the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain,
or performing a federal, state or local government contract or agreement; (2) a violation of federal
or state antitrust statutes relating to the submission or offers; or (3) the commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements, tax evasion, or receiving stolen property. Subcontractor agrees to notify Truven
Health, within one (1) business day of Subcontractor's becoming aware of any of the foregoing
information, notice, actions or events during the term of this Agreement. The listing of
Subcontractor or any Subcontractor -owned subsidiary on the Office of Inspector General's ("OIG")
exclusion list or OIG's website for excluded individuals/entities shall constitute a breach of this
Section, and requires immediate written notice to Truven Health. In the event that Subcontractor
is excluded from any Governmental Program, this Agreement shall, at the sole option of Truven
Health, immediately terminate.
Subcontractor agrees that it shall promptly notify Truven Health of any debarment, conviction,
indictment or threat of indictment which (a) involves any director, officer, employee or third party
engaged by Subcontractor in the course of performing its obligations hereunder and (b) occurs during
the term of this Agreement or within the three (3) year period following the termination or expiration
of this Agreement.
11. Flow Down Terms and Conditions. Subcontractor agrees that the services provided hereunder
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 5
are subject to the terms of the Prime Contract between Truven Health and the Client.
Subcontractor agrees it will honor the applicable Flow Down terms from the Client, attached
hereto and incorporated herein as Attachment 2.
12. Stop Work Order. The Truven Health Supervisor or his/her designee may, at any time, by written
order to the Subcontractor, require the Subcontractor to stop all, or any part of the work called
for by this Subcontract for a period of ninety (90) days after the order is delivered to the
Subcontractor, and for any further period to which the Parties may agree. Any such order shall
be specifically identified as a Stop Work Order.
13. Notice of Delay. Whenever the Subcontractor has knowledge that any actual or potential
situation, including but not limited to labor disputes, is delaying or threatens to delay the timely
performance of the work under this Subcontract, the Subcontractor shall give written notice
thereof to the Contractor's Supervisor within five (5) calendar days of such knowledge. Such
notice shall include a statement of all relevant information with respect thereto.
14. Client Interface. So long as the Client has no objection, Subcontractor shall be permitted to
attend any meetings between Truven Health and the Client in which there will be substantive
discussions concerning Subcontractor's areas of responsibility under this Agreement.
Subcontractor agrees that it will not engage in any communication with the Client regarding this
Agreement, the Prime Contract or any issues relating to those agreements outside the presence
of Truven Health without the advance written consent of Truven Health.
15. Conflicts of Interest.
a. Subcontractor warrants that, to the best of the Subcontractor's knowledge and belief,
there are no relevant facts or circumstances which could give rise to a conflict of interest
or that the Subcontractor has disclosed such relevant information.
b. Subcontractor agrees that if an actual or potential conflict of interest is discovered after
the execution of this Agreement or the awarding of an individual Task Order, the
Subcontractor will make a full disclosure in writing. The disclosure shall include a
description of activities that the Subcontractor has taken or proposes to take, after
consultation with the Truven Health Compliance Director to avoid, mitigate or neutralize
the actual or potential conflict.
c. Truven Health may terminate this Agreement or an individual Task Order for convenience,
in whole, or in part, if it deems such termination necessary to avoid a conflict of interest.
If the Subcontractor was aware of a potential conflict of interest prior to award, or
discovered an actual or potential conflict after award and did not disclose or
misrepresented relevant information, Truven Health may terminate the Subcontractor
from this government contract.
16. Confidentiality and Disclosure. Subcontractor acknowledges that they may have access to and
become acquainted with confidential and other information proprietary to Truven Health, but not
limited to, information with respect to customers, business and financial condition, as well as
information with respect to which all Parties have an obligation to maintain confidentiality
(collectively referred to herein as "Confidential Information"). Subcontractor agrees to hold all
Confidential Information in trust and confidence and agrees it shall not be used for any purposes
other than those outlined by this Agreement.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 6
At the conclusion of this Agreement, or upon demand by Truven Health, all Confidential
Information of Truven Health or Client previously submitted and shared shall be returned to
Truven Health.
The foregoing confidentiality obligations shall not apply to any material, data or information
which (i) at the time disclosed to, or obtained by, Subcontractor are in the public domain; (ii)
become part of the public domain through no fault of Subcontractor; (iii) were communicated to
Subcontractor by a third party who is not, to Subcontractor's knowledge, subject to any
confidentiality obligations with respect thereto; (iv) are independently developed by
Subcontractor; or (v) are required to be disclosed by Subcontractor pursuant to any statute,
regulation, order subpoena or document discovery request.
17. Ownership. Subcontractor acknowledges and agrees that all data, databases, software, reports,
analyses, studies, tangible and intangible information, operating systems, application programs
and database systems, together with all related specifications, documentation, designs,
processes, procedures, methodologies, applications, techniques, ideas, formulas, and any
enhancements, formatting and modifications thereto, used, developed or provided by Truven
Health under or in connection with this Agreement (collectively, "Truven Health Proprietary
Information") are proprietary to Truven Health and title thereto shall remain the sole and
exclusive property of Truven Health; provided, however, that Customer shall own final
deliverables customized and developed exclusively for Subcontractor as part of the Services,
exclusive of the Truven Health Proprietary Information. Truven Health is not restricted from
performing similar services for other entities or from using, disclosing or otherwise employing in
its business any ideas, concepts, know-how, methods, techniques, processes, skills, adaptations
and similar knowledge with which Truven Health has become acquainted or which it has learned
during the normal course of performing the Services, and Subcontractor shall not assert against
Truven Health any prohibition or restraint from so doing.
18. Non -Solicitation. During the term of this Agreement and for a period of 12 months following
termination of this Agreement, neither Party (each, a "Hiring Party") will solicit, employ, entice
or hire any current employees(s) of the other Party that such Hiring Party learns of as a result of
performing and receiving the Services under this Agreement ("Protected Employees") without
the prior written consent of the other Party; provided, however, the foregoing shall not preclude
or limit: 1) the Hiring Party from making general solicitations for employment that are made on a
national or regional basis that do not directly and specifically target any of the Protected
Employees; or 2)the Hiring Party's right to hire any of the former or current Protected Employees
of the other Party where there is no direct solicitation.
19. HIPAA Obligations. Subcontractor agrees to honor and observe the requirements of the Business
Associate Addendum, incorporated herein as Attachment 3.
20. Insurance. Subcontractor shall be solely responsible for obtaining workers compensation
insurance for its employees and agents and such other insurance as may be required by applicable
laws. Upon request of Truven Health, Subcontractor shall furnish certificates evidencing any and
all such insurance.
21. Limitation of Liability. Both Parties aggregate liability to the other Party from any and all causes
relating to the subject matter of this Agreement shall be limited to general money damages in an
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 7
amount not to exceed the fees paid by the Truven Health under which damages are being claimed.
Neither Party shall have liability for the acts or omissions of any third party (other than its
subcontractors). NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
CONSEQUENTIAL, INDIRECT, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES, WHETHER
FORESEEABLE OR UNFORESEEABLE, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES CAUSED BY THE OTHER PARTY, INCLUDING BUT NOT LIMITED TO LOST
GOODWILL OR PROFITS, LOSS OF DATA OR INTERRUPTION IN ITS USE OR AVAILABILITY, WORK
STOPPAGE, IMPAIRMENT OF ASSETS OR ATTORNEYS FEES, ARISING OUT OF BREACH OF ANY
EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, MISREPRESENTATION,
STRICT LIABILITY IN TORT OR OTHERWISE, AND WHETHER BASED ON ANY TERM IN ANY
CONTRACT DOCUMENT. The provisions limiting a Party's liability shall apply to the fullest extent
permitted by law. Nothing in the provisions limiting a Party's liability shall apply to any liability
that has been finally determined by a court to have been caused by the fraud of such Party.
22. Miscellaneous.
a. Waiver, Modification and Amendment. No provision of this Agreement may be waived
unless in writing, signed by all of the Parties hereto. Waiver of any one provision of this
Agreement shall not be deemed to be a continuing waiver or a waiver of any other
provision. This Agreement may be modified or amended only by a written agreement
executed by all of the Parties hereto.
b. Assignment. Neither this Agreement nor any duties or obligations hereunder shall be
assigned or transferred by Subcontractor without the prior written approval of Truven
Health, which approval may be withheld in the sole and absolute discretion of Truven
Health.
c. Notices. All notices under this Agreement will be in writing and will be delivered by
personal service or certified mail, postage prepaid, or overnight courier to such address
as may be designated below. Any notice sent by certified mail will be deemed to have
been given five (5) days after the date on which it is mailed. All other notices will be
deemed given when received. No objection may be made to the manner of delivery of
any notice actually received in writing by an authorized agent of a Party.
For Subcontractor:
Mike Freeman, Commissioner
Weld County Area Agency on Aging
315 North 11th Avenue, Building C
Greeley, Colorado 80631
For Truven Health:
Attn: Legal Department
Truven Health Analytics Inc.
100 Phoenix Drive
Ann Arbor, Michigan 48108
d. Records; Inspection. Subcontractor shall maintain books, records, and documents in
accordance with accounting procedures and practices which sufficiently and properly
reflect the services rendered and funds expended in connection with this Agreement. All
books, records, documents, or other materials associated with this Agreement shall be
subject to reasonable inspection, review, or audit by Truven Health and/or the Client and
their designees, during Subcontractor's usual business hours and upon prior notice.
Subcontractor shall retain all financial and other records pertaining to its work under this
Agreement for five (5) years after the termination or expiration of this Agreement or the
conclusion of any audit pertaining to this Agreement, whichever is later.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 8
e. Partial Invalidity. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions shall
nevertheless continue in full force without being impaired or invalidated in any manner.
f. Publicity. Neither Party shall make any public announcement concerning this Agreement
without the advance approval of the other Party. Notwithstanding the foregoing, if the
Parties are unable to agree on a mutually acceptable announcement, a Party may
nevertheless issue a press release if it is advised by counsel that such release is necessary
to comply with applicable securities or similar laws.
Entire Agreement. This Agreement contains the entire agreement and understanding of
the Parties with respect to the subject matter hereof, and supersedes and replaces any
and all prior discussions, representations and understandings, whether oral or written.
g.
IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized
representatives on the date last written below.
Truven Health Analytics Inc. Weld County Area Agency on Aging
By: By:
Name: Name:
Title: Title:
Date: Date:
DUNS #:
Weld County Chair of Board
By: " I T• 1 Q1t
Name: Mike Freeman
Date:
NOV 0 7 2016
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL
9
Attachment 1
STATEMENT OF WORK
This statement of work is issued under CMS Contract Number HHSM-500-2010-000251/HHSM-500-10006,
titled TEFT Technical Assistance. Weld County Area Agency on Aging ("Subcontractor") is responsible for
work required to successfully complete the tasks listed below during Option Year 2 of the prime contract
from September 15, 2016 — March 31, 2017.
BACKGROUND:
The purpose of this project is to conduct a field test of the Home and Community Based Services (HCBS)
Functional Assessment Standardized Item (FASI) set. This field test will assist in assessing the validity and
reliability of the FASI set. FASI is designed to provide standard performance metrics for HCBS programs,
which enable Medicaid beneficiaries with disabilities to receive care at home instead of being
institutionalized. The FASI set has been designed to be applicable to all populations served by these
programs.
TASKS:
At the direction of Truven Health, Subcontractor shall:
1. Participant Information:
Receive and securely maintain Medicaid beneficiary (herein called Participant) information:
a. Receive Participant information (name, address, telephone number, etc.) from
Truven Health for Participants in Colorado who may agree to participate in the study;
b. If applicable, receive contact information for Participants' guardians from Truven
Health;
c. Maintain data in a secure setting in accordance with the signed BAA (See Attachment
2); and
d. Ensure that Participant information (name, address, telephone number) is not
maintained on the same laptops/device used by assessors to collect FASI data.
2. Assessor Qualifications:
Ensure that all assessors that conduct assessments and collect FASI data for this project are:
a. Registered Nurses, Social Workers and/or Case Managers, and
b. Experienced assessors
3. FASI Training and Data Collection Support for Assessors:
a. Training: Prior to contacting Participants and conducting home visits to collect FASI
data, each assessor must complete the following FASI training requirements:
I. Attend a one hour orientation webinar hosted by Truven Health;
II. Complete the web -based FASI Training as verified by Truven Health
(approximately 3-4 hours). The FASI Training is comprised of eight self -paced
online modules that include: an overview of FASI, mechanics of completing
the FASI form, items and coding scale for different sections of the
FASI, interactive audio/video practice scenarios with feedback for the
learners, testing for coding competency, and study recruitment and the
consent/assent procedures; and
III. Complete the Collaborative Institutional Training Initiative (CITI) human
subject protection training (approximately 1-2 hours). The CITI Training
covers the ethical and responsible conduct of research.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 10
b. Data Collection Support: Support will be provided by George Washington University
(GW), Truven Health's sub -contractor via:
I. On -Line FASI Help Desk to answer questions from assessors and provide on-
line access to resources/materials;
II. Frequently Asked Questions (FAQs) will be posted on the FASI Help Desk
Website for all to see; and
III. GW will host optional bi-weekly phone sessions for assessors to meet with
others participating in the effort to pose questions and receive feedback from
GW on their questions.
4. Participant Notification and Consent.
Contact the Participant and guardian where applicable, to obtain their consent to participate:
a. Participants that do not have a guardian:
I. Mail state -generated letters to Participants one - two weeks prior to
contacting the Participant to schedule a home visit;
II. Contact Participants to schedule a home visit to collect FASI data;
III. During the phone call, use the script provided by Truven Health (will be
provided during the FASI Assessor Training) to inform Participants about the
study and that their participation is voluntary and will not affect their receipt
of services;
IV. Obtain each Participant's consent following the process presented during the
FASI Assessor Training; and
V. Ensure that Assessors hand deliver or send via US Mail the signed consent
form within one business day of obtaining the Participant's signature to
Subcontractor.
b. Participants that have a guardian:
I. Mail state -generated letters to Participants and guardians one - two weeks
prior to contacting the guardians and Participants to schedule a home visit;
II. Contact guardians to schedule a home visit with the Participant to collect FASI
data;
III. During the phone call, use the script provided by Truven Health (will be
provided during the FASI Assessor Training) to inform guardians about the
study and that the Participant's participation is voluntary and will not affect
his/her receipt of services;
IV. Obtain the guardian's consent and the Participant's assent following the
process presented during the FAST Assessor Training; and
V. Ensure that Assessors hand deliver or send via US Mail signed consent and
assent forms within one business day of obtaining the guardian's and
Participant's signatures to Subcontractor.
c. Maintain signed consent and assent forms in a secure setting for five (5) years after
the termination or expiration of this Agreement.
5. FAST Data Collection:
a. Conduct 60 in —home assessments by December 31, 2016 and collect FASI data using a
data collection tool provided by Truven Health and in accordance with training and
instructions provided by Truven Health. See Exhibit A for the current version of Data
Collection Tool. The final version will be provided during the FASI Assessor Training.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 11
b. In 9 of the home visits, two assessors must conduct the assessment and collect FASI data
at the same time in order to conduct an inter -rater reliability test. Prior to participating
in an assessment visit with two assessors in the home at the same time, each assessor
must have already conducted FASI assessments and completed the FASI data collection
tools for at least two Participants.
c. Send 69 completed paper tools to Truven via US Mail within one week after completion
of an in -home assessment via secure USPS or FEDEX envelopes. Please send completed
paper tools once a week throughout the data collection period to:
Eileen Walker, Research Analyst
Truven Health Analytics
5425 Hollister Avenue, Ste. 140
Santa Barbara, CA 93111-2348
6. Abuse, Neglect and Exploitation (ANE) Reports:
Report suspected instances of ANE to appropriate state entity (See Exhibit B for State Policies
and Procedures). In addition, provide the following information to Truven Health for each
instance:
I. Date of in -home assessment
II. Brief description of incident
III. Date reported to state/designed entity
IV. Name of entity that received the report
7. Identify a Project Manager (PM) to:
a. Oversee FASI data collection activities;
b. Ensure signed consent and assent forms are maintained in a secure setting for 5 years
after the termination or expiration of this Agreement;
c. Oversee home visit scheduling process and monitor progress on a weekly basis;
d. Ensure assessments are conducted only by assessors who have completed FASI and CITI
training
e. Ensure that paper tools are complete prior to sending to Truven.
f. Meet with Truven Health FASI team via conference calls each week during data collection;
and
Conduct quality checks on 5% of assessments to confirm home visits are being completed
according to this contract. Quality checks shall include a phone call to the Participant to:
I. confirm that the home visit was conducted;
II. confirm that the Participant understands that his/her participation is voluntary;
and
III. gather any other feedback from the Participant about the FASI data collection
process.
g.
8. Weekly Status Reports:
Provide weekly status updates to Truven Health using the template provided by Truven
Health that includes the following information by population:
I. Number of completed assessments during the prior week
II. Cumulative number of completed assessments
III. Number of home visits conducted with two assessors in the prior week
IV. Cumulative number of home visits conducted with two assessors
V. Remaining number of assessments to be conducted
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 12
VI. Expected number of assessment that will be completed in the next two weeks
VII. Number and outcome of quality checks conducted
9. Payment Terms:
This is a firm fixed price type contract, with a total not- to exceed value of $17,250. A
complete in person assessment is $250. Truven Health is in no way liable to make payments
to Subcontractor in excess of the funded value of this Subcontract. Costs incurred by
Subcontractor in excess of the funded value are at Subcontractor's sole risk and expense.
Should travel be approved, travel expenses must be within the Federal Travel Regulations
limits.
Exhibits:
A. Data Collection Tool
B. Abuse, Neglect and Exploitation (ANE) State Reporting Policies
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 13
Exhibit A- Data Collection Tool
PRA Disclosure Statement
According to the Paperwork Reduction Act of 1995, no persons are required to respond to a collection of
information unless it displays a valid OMB control number. The valid OMB control number for this
information collection is 0938 -Reinstatement. The SORN is 09-70-0569.
By checking this box, I certify that:
• I reviewed the consent form (and assent form when required) with the person and/or their Legally
Authorized Representative (LAR) and gave them the opportunity to ask questions,
• the person was cognitively competent to provide informed consent, (if the person does not have an
LAR)
• or the person, or their LAR, provided informed consent by signing the form (and the person gave assent
when required),
• [ have provided the person, or their LAR, with a signed copy of the consent (or assent form when
required), and
• I have retained another copy of the signed consent (and assent form when required) that I have securely
stored at my assessment entity.
I further certify, to the best of my knowledge, the information I have recorded in this assessment:
• was collected only after the person, or their LAR, provided informed consent/assent
• was collected in accordance with the guidelines provided by CMS for participation in this TEFT FASI
Testing project,
• is an accurate and truthful reflection of assessment information for this person, and
• was entered accurately.
CMS -10243
OMB 0938-1037
Expiration Date: TBD
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 14
Testing Experience and Functional Tools (TEFT)
Functional Assessment Standardized Items (FAST)
Please Complete All Items on Each Page
SECTION A
Identification Information
1. Recipient Study ID Number
State ID and observation number
2. Assessor ID Number
Assessor assigned number
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 15
Section B
Functional Abilities and Goals
Self -Care
Form Instructions:
Code the person's usual performance during the past 3 days using the 6 -point scale in Column A. If the person's
performance changed during the past month, also code their most dependent performance in Column B. If the
person's self -care performance was unchanged during the past month, column B should be coded the same as
column A. If the activity was not attempted, code the reason.
Please complete the Self -Care Priorities section at the bottom of this page.
CODING:
Safety and Quality of Performance — If
helper assistance is required because person's
performance is unsafe or of poor quality score
according to amount of assistance provided.
Activities may be completed with or without
assistive devices.
o6. Independent — Person completes the
activity by him/herself with no assistance
from a helper.
05. Setup or cleanup assistance — Helper
SETS UP or CLEANS UP; person
completes activity. Helper assists only
prior to or following the activity.
04. Supervision or touching assistance —
Helper provides VERBAL CUES or
TOUCHING/STEADYING assistance as
person completes activity. Assistance
may be provided throughout the activity
or intermittently.
03. Partial/moderate assistance — Helper
does LESS THAN HALF the effort.
Helper lifts, holds or supports trunk or
limbs, but provides less than half the
effort.
02. Substantial/maximal assistance —
Helper does MORE THAN HALF the
effort. Helper lifts or holds trunk or limbs
and provides more than half the effort.
01. Dependent — Helper does ALL of the
effort. Person does none of the effort to
complete the activity. Or, the assistance
of 2 or more helpers is required for the
person to complete the activity.
If activity was not attempted, code reason:
07. Person refused.
09. Not applicable — Person does not usually
do this activity.
88. Not attempted due to short-term
medical condition or safety concerns.
Performance Level
Enter Codes in Boxes
A
usual
B
Most
Dependen
t
6a. Eating: The ability to use suitable
utensils to bring food to the mouth and
swallow food once the meal is presented
on a table/tray. Includes modified food
consistency.
6b. Oral hygiene: The ability to use suitable
items to clean teeth.
[Dentures (if applicable): The ability to
remove and replace dentures from and
to the mouth, and manage equipment
for soaking and rinsing them.]
6c. Toileting hygiene: The ability to
maintain perineal/feminine hygiene,
adjust clothes before and after using the
toilet, commode, bedpan or urinal. If
managing an ostomy, include wiping the
opening but not managing equipment.
6d. Wash upper body: The ability to wash,
rinse, and dry the face, hands, chest, and
arms while sitting in a chair or bed.
6e. Shower/bathe self: The ability to bathe
self in shower or tub, including washing,
rinsing, and drying self. Does not include
transferring in/out of tub/shower.
6f. Upper body dressing: The ability to put
on and remove shirt or pajama top;
includes buttoning, if applicable.
6g. Lower body dressing: The ability to
dress and undress below the waist,
including fasteners; does not include
footwear.
6h. Putting on/taking off footwear: The
ability to put on and take off socks and
shoes or other footwear that is
appropriate for safe mobility.
Self -Care Priorities: Please indicate your top two priorities in the area of self -care for the next six months.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL
16
1.
2.
Section B
Functional Abilities and Goals
Mobility (Bed mobility and transfers)
Form Instructions:
Code the person's usual performance during the past 3 days using the 6 -point scale in Column A. If the person's
performance changed during the past month, also code their most dependent performance in Column B. If the
person's transfer/bed mobility performance was unchanged during the past month, column B should be coded the
same as column A. If the activity was not attempted, code the reason.
CODING:
Safety and Quality of Performance — If
helper assistance is required because person's
performance is unsafe or of poor quality score
according to amount of assistance provided.
Activities may be completed with or without
assistive devices.
o6. Independent — Person completes the
activity by him/herself with no assistance
from a helper.
05. Setup or cleanup assistance — Helper
SETS UP or CLEANS UP; person
completes activity. Helper assists only
prior to or following the activity.
04. Supervision or touching assistance —
Helper provides VERBAL CUES or
TOUCHING/STEADYING assistance as
person completes activity. Assistance
may be provided throughout the activity
or intermittently.
03. Partial/moderate assistance — Helper
does LESS THAN HALF the effort.
Helper lifts, holds or supports trunk or
limbs, but provides less than half the
effort.
02. Substantial/maximal assistance —
Helper does MORE THAN HALF the
effort. Helper lifts or holds trunk or limbs
and provides more than half the effort.
ol. Dependent — Helper does ALL of the
effort. Person does none of the effort to
complete the activity. Or, the assistance
of 2 or more helpers is required for the
person to complete the activity.
If activity was not attempted, code reason:
07. Person refused
09. Not applicable — Person does not usually
do this activity
88. Not attempted due to short term
medical condition or safety concerns
Performance Level
Enter Codes in Boxes
A
usual
most
Dependen
den
7a. Roll left and right: The ability to roll
from lying on back to left and right side,
and return to lying on back.
m
7b. Sit to lying: The ability to move from
sitting on side of bed to lying flat on the
bed.
,
7c. Lying to sitting on side of bed: The
ability to safely move from lying on the
back to sitting on the side of the bed
with feet flat on the floor, and with no
back support.
7d. Sit to stand: The ability to safely come
to a standing position from sitting in a
chair or on the side of the bed.
m
m
7e. Chair/bed-to-chair transfer: The ability
to safely transfer to and from a bed to a
chair (or wheelchair).
7f. Toilet transfer: The ability to safely get
on and off a toilet or commode.
7g. Car transfer: The ability to transfer in
and out of a car or van on the passenger
side. Does not include the ability to
open/close door or fasten seat belt.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL
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Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 18
Section B
Functional Abilities and Goals
Mobility (Ambulation)
Form Instructions:
Code the person's usual performance during the past 3 days using the 6 -point scale in Column A. If the person's
performance changed during the past month, also code their most dependent performance in Column B. If the
person's ambulation mobility performance was unchanged during the past month, column B should be coded the
same as column A. If the activity was not attempted, code the reason.
CODING:
Safety and Quality of Performance — If
helper assistance is required because person's
performance is unsafe or of poor quality score
according to amount of assistance provided.
Activities may be completed with or without
P
assistive devices.
o6. Independent — Person completes the
activity by him/herself with no assistance
from a helper.
05. Setup or cleanup assistance — Helper
SETS UP or CLEANS UP; person
completes activity. Helper assists only
prior to or following the activity.
04. Supervision or touching assistance —
Helper provides VERBAL CUES or
TOUCHING/STEADYING assistance as
person completes activity. Assistance
may be provided throughout the activity
or intermittently.
03. Partial/moderate assistance — Helper
does LESS THAN HALF the effort.
Helper lifts, holds or supports trunk or
limbs, but provides less than half the
effort.
02. Substantial/maximal assistance —
Helper does MORE THAN HALF the
effort. Helper lifts or holds trunk or limbs
and provides more than half the effort.
01. Dependent — Helper does ALL of the
effort. Person does none of the effort to
complete the activity. Or, the assistance
of 2 or more helpers is required for the
person to complete the activity.
If activity was not attempted, code reason:
07. Person refused.
09. Not applicable — Person does not usually
do this activity.
88. Not attempted due to short-term
medical condition or safety concerns.
8. Does the person walk?
o. Yes — Continue to question 8a.
1. No, but walking is indicated in the future — skip to
question 9.
2. No, and walking is not indicated — skip to question g.
Performance Level
Enter Codes in Boxes
A
Usual
B
Most
Dependen
t
8a. Walks feet: Once the
io standing,
ability to walk at least zo feet in a room,
corridor or similar space.
8b. Walks feet with two turns: Once
m
5o
standing, the ability to walk at least 50
feet and make two turns.
8c. Walks feet: Once the
150 standing,
ability to walk at least 150 feet in a
corridor or similar space.
8d. Walks feet The
io on uneven surfaces:
ability to walk io feet on uneven or
sloping surfaces, such as grass or gravel.
8e. 1 step (curb): The ability to step over a
curb or up and down one step.
8f. 4 steps: The ability to go up and down
four steps with or without a rail.
8g.12 steps: The ability to go up and down
12 steps with or without a rail.
8h. Walks indoors: from room to room,
around furniture and other obstacles.
8i. Carries something in both hands:
While walking indoors e.g. several
dishes, light laundry basket, tray with
food.
8j. Picking up object: The ability to
bend/stoop from a standing position to
pick up a small object, such as a spoon,
from the floor.
8k. Walks for
m
15 minutes: without stopping
or resting (e.g., department store,
supermarket.)
81. Walks across a street: crosses street
before light turns red.
Truven Health Analytics Inc., an IBM Company
CONFIDENTIAL
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Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 20
Section B
Functional Abilities and Goals
Mobility (Wheelchair)
Form Instructions:
Code the person's usual performance during the past 3 days using the 6 -point scale in Column A. If the person's
performance changed during the past month, also code their most dependent performance in Column B. If the
person's wheelchair mobility performance was unchanged during the past month, column B should be coded the
same as column A. If the activity was not attempted, code the reason.
Please complete the Mobility Priorities section at the bottom of this page.
CODING:
Safety and Quality of Performance — If
helper assistance is required because
person's performance is unsafe or of poor
quality score according to amount of
assistance provided.
Activities may be completed with or without
assistive devices.
o6. Independent — Person completes the
activity by him/herself with no
assistance from a helper.
05. Setup or cleanup assistance — Helper
SETS UP or CLEANS UP; person
completes activity. Helper assists only
prior to or following the activity.
04. Supervision or touching assistance —
Helper provides VERBAL CUES or
TOUCHING/STEADYING assistance as
activity. Aut theanti
person completes throughout
may be provided throughout the activity
or intermittently.
03. Partial/moderate assistance — Helper
does LESS THAN HALF the effort.
Helper lifts, holds or supports trunk or
limbs, but provides less than half the
effort.
02. Substantial/maximal assistance —
Helper does MORE THAN HALF the
effort. Helper lifts or holds trunk or
limbs and provides more than half the
effort.
01. Dependent— Helper does ALL of the
effort. Person does none of the effort to
complete the activity. Or, the assistance
of 2 or more helpers is required for the
person to complete the activity.
If activity was not attempted, code reason:
07. Person refused.
09. Not applicable — Person does not
usually do this activity.
88. Not attempted due to short-term
medical condition or safety concerns.
Does the use a manual wheelchair?
9. person
o. No — Skip to question io.
1. Yes — Continue to question ga.
Manual Wheelchair
Performance
Enter
Level
Codes in Boxes
A
Usual
B
Most
Dependen
t
ga. Wheels 5o feet with two turns: Once
seated in wheelchair/scooter, the ability
to wheel at least 5o feet and make two
turns.
gb.Wheels 15o feet: Once seated in
wheelchair/ scooter, the ability to wheel
at least 250 feet in a corridor or similar
space.
Wheels for 15 minutes: without
9c.
stopping or resting (e.g., department
store, supermarket.)
I
I I
9d. Wheels across a street: crosses street
before light turns red.
10.
Does
the
person use a motorized wheelchair/scooter?
o.
Yes
No —
—
Skip to question 11a.
Continue to loa.
1.
question
Motorized
Wheelchair/Scooter
Performance
Enter
Codes
Level
in Boxes
Usual
A
Most
Dependen
B
t
loa. Wheels 5o feet with two turns: Once
I
seated in wheelchair/scooter, the
ability to wheel at least 5o feet and
make two turns.
lob. Wheels 15o feet: Once seated in
wheelchair/ scooter, the ability to
wheel at least 150 feet in a corridor or
similar space.
Wheels for minutes: without
loc . 15
stopping or resting (e.g., department
store, supermarket.)
m
lod. Wheels across a street: crosses street
before light turns red.
Mobility Priorities: Please indicate your top two priorities in the area of mobility for the next six months.
1.
2.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL
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Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 22
Section B
Functional Abilities and Goals
Instrumental Activities of Daily Living
Form Instructions:
Code the person's usual performance during the past 3 days using the 6 -point scale in Column A. If the person's
performance changed during the past month, also code their most dependent performance in Column B. If the
person's IADL performance was unchanged during the past month, column B should be coded the same as column
A. If the activity was not attempted, code the reason.
CODING:
Safety and Quality of Performance — If
helper assistance is required because person's
performance is unsafe or of poor quality score
according to amount of assistance provided.
Activities maybe completed with or without
assistive devices.
o6. Independent — Person completes the
activity by him/herself with no assistance
from a helper.plan
05. Setup or cleanup assistance— Helper
SETS UP or CLEANS UP; person
completes activity. Helper assists only
prior to or following the activity.
04. Supervision or touching assistance —
Helper provides VERBAL CUES or
TOUCHING/STEADYING assistance as
person completes activity. Assistance
may be provided throughout the activity
or intermittently.
03. Partial/moderate assistance — Helper
does LESS THAN HALF the effort.
Helper lifts, holds or supports trunk or
limbs, but provides less than half the
effort.
02. Substantial/maximal assistance —
Helper does MORE THAN HALF the
effort. Helper lifts or holds trunk or limbs
and provides more than half the effort.
01. Dependent — Helper does ALL of the
effort. Person does none of the effort to
complete the activity. Or, the assistance
of 2 or more helpers is required for the
person to complete the activity.
was not attempted, code reason:
If activity P
07. Person refused.
09. Not applicable — Person does not usually
do this activity.
88. Not attempted due to short-term
medical condition or safety concerns.
Performance Level
Enter Codes in Boxes
A
Usual
B
Most
Dependen
t
iia. Makes a light cold meal: The ability
to plan and prepare all aspects of a
light cold meal such as a bowl of
cereal and sandwich and cold drink.
jib. Makes a light hot meal: The ability to
and prepare all aspects of a Tight
hot meal such as heating a bowl of
soup and reheating a prepared meal.
iic. Light daily housework: The ability to
complete light daily housework to
maintain a safe home environment
such that the person is not at risk for
harm within their home. Examples
include wiping counter tops or doing
dishes.
lid. Heavier periodic housework: The
ability to complete heavier periodic
housework to maintain a safe home
environment such that person is not
risk for harm within their home.
Examples include doing laundry,
vacuuming, cleaning bathroom.
iie. Light shopping: Once at store, can
locate and select up to five needed
goods, take to check out, and
complete purchasing transaction.
iif. Telephone -answering call: The
ability to answer call in person's
customary manner and maintain for 1
minute or longer. Does not include
getting to the phone.
-
iig. Telephone -placing call: The ability to
place call in person's customary
manner and maintain for i minute or
longer. Does not include getting to
the phone.
Truven Health Analytics inc., an IBM Company CONFIDENTIAL
23
Section B
Functional Abilities and Goals
Instrumental Activities of Daily Living (continued)
Form Instructions:
Code the person's usual performance during the past 3 days using the 6 -point scale in Column A. If the person's
performance changed during the past month, also code their most dependent performance in Column B. If the
person's IADL performance was unchanged during the past month, column B should be coded the same as column
A. If the activity was not attempted, code the reason.
Please complete the IADL Priorities section at the bottom of this page.
CODING:
Safety and Quality of Performance — If
helper assistance is required because person's
performance is unsafe or of poor quality score
according to amount of assistance provided.
Activities may be completed with or without
assistive devices.
o6. Independent — Person completes the
activity by him/herself with no assistance
from a helper.
05. Setup or cleanup assistance— Helper
SETS UP or CLEANS UP; person
completes activity. Helper assists only
prior to or following the activity.
04. Supervision or touching assistance —
Helper provides VERBAL CUES or
TOUCHING/STEADYING assistance as
person completes activity. Assistance
may be provided throughout the activity
or intermittently.
03. Partial/moderate assistance — Helper
does LESS THAN HALF the effort.
Helper lifts, holds or supports trunk or
limbs, but provides less than half the
effort.
oz. Substantial/maximal assistance —
Helper does MORE THAN HALF the
effort. Helper lifts or holds trunk or limbs
and provides more than half the effort.
01. Dependent — Helper does ALL of the
effort. Person does none of the effort to
complete the activity. Or, the assistance
of 2 or more helpers is required for the
person to complete the activity.
If activity was not attempted, code reason:
07. Person refused.
09. Not applicable — Person does not usually
do this activity.
88. Not attempted due to short-term
medical condition or safety concerns.
Performance Level
Enter Codes in Boxes
A
Usual
B
Most
Dependent
iih. Medication management -oral
medications: The ability to prepare
and take all prescribed oral
medications reliably and safely,
including administration of the
correct dosage at the appropriate
times/ intervals.
iii. Medication management -
inhalant/mist medications: The
ability to prepare and take all
prescribed inhalant/mist medications
reliably and safely, including
administration of the correct dosage
at the appropriate times/intervals.
iij. Medication management -injectable
medications: The ability to prepare
and take all prescribed injectable
medications reliably and safely,
including administration of the
correct dosage at the appropriate
times/intervals.
ilk. Simple financial management: The
ability to complete financial
transactions such as counting coins,
verifying change for a single item
transaction or writing a check.
ill. Complex financial management:
The ability to complete financial
decision -making such as budgeting
and remembering to pay bills.
IADL Priorities: Please indicate your top two priorities in the area of instrumental activities of daily living for the
next six months.
1.
2.
Truven Health Analytics Inc., an IBM Company
CONFIDENTIAL
24
Section C
Assistive Devices
Assistive Devices for Everyday Activities
Form Instructions:
Identify the person's need for and availability of each assistive device. If no assistive device is needed to complete self -
care, mobility, and instrumental activities of daily living, check "Not Applicable" box.
CODING:
Code the person's usual need for, and
availability of, assistive devices to complete
self -care, mobility, or instrumental activities
of daily living.
02. Assistive device needed and available —
Person needs this device to complete
daily activities and has the device in the
home.
01. Assistive device needed but current
device unsuitable — Device is in home
but no longer meets person's needs.
oo. Assistive device needed but not
available — Person needs the device but
it is not available in the home.
If device is not used, code reason:
07. Person refused — Person chooses not to
use needed device.
09. Not applicable — Person does not need
this device.
Enter Codes in Boxes
-
12a. Manual wheelchair
12b. Motorized wheelchair or scooter
12c. Specialized seating pad (e.g. air -
filled, gel, shaped foam)
12d. Mechanical lift
12e. Walker
m
12f. Walker with seat
12g. Cane
m
12h. Crutch(es)
12i. Prosthetics
12j. Orthotics/Brace
12k. Bed rail
121. Electronic bed
Grab bars
112m.
12n. Transfer board
Shower/commode chair
m12O.
12p. Walk/wheel-in shower
12q. Glasses or contact lenses
22r. Hearing aid
125. Communication device
12t. Stair rails
12U. Lift chair
12V. Ramps
Other:
I have indicated all the devices needed
(check box)
❑
Not Applicable — No assistive device needed
in past month (check box)
❑
Truven Health Analytics Inc., an IBM Company
CONFIDENTIAL
25
Section D
Living Arrangements, Caregiver Assistance and Availability
Living Arrangements
13. Identify theperson's usual living arrangement during thepast
9 3
days and the past month.
CODING:
05. Person lives alone — no other residents in the home.
04. Person lives with others in the home — for example, family, friends,
or paid caregiver.
03. Person lives in congregate home — for example, assisted living, or
residential care home.
02. Person does not have a permanent home or is homeless.
oi. Person was in a medical facility.
A
Past 3 Days
B
Past month
,
Availability of Assistance
14. Does the person have assistance in their home?
o. No — Do not code availability of assistance — skip to question 15a.
1. Yes — Continue to question i4a.
i4a. Code the level of assistance in the person's home (both paid and
unpaid) during the past month.
CODING:
05. No assistance received
04. Occasional/short term assistance
03. Regular night time
02. Regular daytime
oi. Around the clock
A
Paid
B
Unpaid
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 26
Section D
Living Arrangements, Caregiver Assistance and Availability
Availability of Paid and Unpaid Assistance
Form Instructions:
Code the Paid caregiver's usual ability and willingness to provide assistance with each activity during the past 3 days
in Column A and the Unpaid caregiver's usual ability and willingness to provide assistance with each activity during
the past 3 days in Column B. If the activity was not attempted, code the reason.
Please complete the Living Arrangement and Caregiving Priorities section at the bottom of this page.
CODING:
Code safety and quality of BOTH paid and
unpaid caregiver assistance and their
willingness to provide assistance with each of
the following activities.
os. Assistance not needed — No assistance
needed.
04. Caregiver(s) currently provide
assistance — Person's usual caregiver(s)
willing and able to provide needed
assistance.
03. Caregiver(s) need training/supportive
services to provide assistance —
Caregiver(s) available and need
assistance to provide support.
oz. Unclear if caregiver(s) will provide
assistance— Caregiver(s) available in the
home but it is not clear if caregiver(s) will
provide needed assistance.
oz. Assistance needed but no caregiver(s)
available — Person needs assistance but
no caregiver(s) available in the home.
oo. Assistance needed but person declines
assistance — Person needs caregiving but
declines this assistance.
09. Not applicable — Person does not do this
activity.
Enter Codes in Boxes
A
Paid
B
Unpaid
Self
m
m
15a. -care assistance (for example,
bathing, dressing, toileting, or
eating/feeding).
Mobility
i5b. assistance (for example,
bed mobility, transfers,
ambulating, or wheeling).
IADL
15c. assistance (for example,
making meals, housekeeping,
telephone, shopping, or finances).
m
15d. Medication administration (for
example, oral, inhaled, or injectable
medications).
Medical
m
15e. procedures/treatments (for
example, changing wound dressing,
_
or home exercise program).
i5f. Management of equipment (for
m
example, oxygen, IV/infusion
equipment, enteral/parenteral
nutrition, or ventilator therapy
equipment and supplies).
m
15g. Supervision (for example, due to
safety concerns).
15h. Advocacy or facilitation of person's
participation in appropriate medical
care (for example, transportation to
or from appointments).
a6. Has the PAID caregiver(s) ability, willingness, or
availability changed during the past month?
❑
o. No — it was the same (or better).
Yes—caregiver(s) had less
i. ability, willingness,
or availability
17. Has the UNPAID caregiver(s) ability, willingness,
❑
or availability changed during the past month?
o. No — it was the same (or better).
1. Yes — caregiver(s) had less ability, willingness
or availability.
Living Arrangement and Caregiving Priorities: Please indicate your top two priorities in the area of living
arrangements and caregiving for the next six months.
1.
2.
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Exhibit B- Abuse, Neglect and Exploitation (ANE) State Reporting Policies
Colorado:
Mandatory Abuse Reporting for the Elderly/Disabled
Who Must Report
The following persons are urged, but not required, to report abuse of at -risk adults:
• Physicians, surgeons, physicians' assistants, or osteopaths, including physicians in
training;
• Medical examiners or coroners;
• Registered nurses or licensed practical nurses;
• Hospital and nursing home personnel engaged in the admission, care, or treatment of
patients;
• Psychologists and other mental health professionals;
• Social work practitioners;
• Dentists;
• Law enforcement officials and personnel;
• Court -appointed guardians and conservators;
• Fire protection personnel;
• Pharmacists;
• Community -centered board staff;
• Personnel of banks, savings and loan associations, credit unions, and other lending or
financial institutions;
• State and local long-term care ombudsmen; and
• Any caretaker, staff member, or employee of or volunteer or consultant for any licensed
care facility, agency, home, or governing board.
Standard of Knowledge
Observation of the mistreatment or self -neglect of an at -risk adult, or reasonable cause to
believe that an at -risk adult has been mistreated or is self -neglected and is at imminent risk of
mistreatment or self -neglect.
• "Mistreatment" means an act or omission which threatens the health, safety, or welfare
of an at -risk adult or which exposes the adult to a situation or condition that poses an
imminent risk of death, serious bodily injury, or bodily injury to the adult.
• "Self -neglect" means an act or failure to act whereby an at -risk adult substantially
endangers the adult's health, safety, welfare, or life by not seeking or obtaining services
necessary to meet the adult's essential human needs. Choice of lifestyle or living
arrangements do not, by themselves, evidence self -neglect.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 28
Observation of an at -risk adult being subjected to circumstances or conditions that may
reasonably result in the financial exploitation of the at -risk adult, or reasonable cause to know
or suspect that an at -risk adult has been financially exploited.
• "Financial exploitation" means the illegal or improper use of an at -risk adult's financial
resources for another person's profit or advantage.
Definition of Applicable Victim
An "at -risk adult" means an individual 18 years of age or older who is susceptible to
mistreatment or self -neglect (or financial exploitation) because the individual is unable to
perform or obtain services necessary for the individual's health, safety, or welfare or lacks
sufficient understanding or capacity to make or communicate responsible decisions concerning
the individual's person or affairs.
Report Recipients
Reports should be made to the county department or during non -business hours to a local law
enforcement agency responsible for investigating violations of state criminal laws protecting at -
risk adults.
Contents of Report
• The name and address of the at -risk adult;
• The name and address of the at -risk adult's caretaker, if any;
• The age, if known, of such at -risk adult;
• The nature and extent of such at -risk adult's injury (or financial injury), if any;
• The nature and extent of the condition that will reasonably result in mistreatment or
self -neglect (or financial exploitation); and
• Any other pertinent information.
Timing/Other Procedures
An initial oral report should be made within 24 hours followed by a written report within 48
hours.
Other
Reports of the mistreatment or self -neglect of an at -risk adult, including the name and address
of any at -risk adult, member of the adult's family, or informant, or any other identifying
information contained in such reports, shall be confidential, and shall not be public information,
except that disclosure of such information is permitted when authorized by a court for good
cause.
A violation of the reporting obligations is a Class 3 misdemeanor.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 29
Source/Applicable Statute(s)
Colo. Rev. Stat. § 26-3.1-102(1) - (3)
Colo. Rev. Stat. § 26-3.1-204(1) - (3)
What do I report?
• PHYSICAL ABUSE: Contact or actions that result in injury or pain, such as hitting, pinching,
yanking, shoving, pulling hair or dumping from chair.
• EMOTIONAL ABUSE: Threats, ridicule, isolation, intimidation or harassment.
• SEXUAL ABUSE: Any unwanted sexual activity without regard to contact or injury, any
unwanted action with sexual intent, any sexual activity with a person who lacks the
capacity to consent.
• EXPLOITATION: The misuse of the adult's money, services, property or power of attorney.
• EXTORTION: Taking a thing of value from an adult by force, intimidation, abuse or neglect.
• NEGLECT: Withholding or not assuring basic necessary care such as food, water, medical
service, medicine, shelter, safety or reasonable personal and environmental cleanliness.
• SELF -NEGLECT: When the adult fails to secure or use basic essentials such as food, medical
care, medicine, shelter or utilities, or lives in hazardous conditions.
Remember
• Adults with disabilities are often unable or afraid to report about their own situation.
Source: Rape, Abuse & Incest National Network (RAINN) website.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL
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Attachment 2- Flow Down Terms and Conditions
H HSM-500-2010-000251
MACPIE
SECTION H - SPECIAL CONTRACT REQUIREMENTS
H.1 CMS CODE OF CONDUCT
A. Smoking
Effective June 9, 2004, smoking is not permitted anywhere on the CMS single
site campus. This includes all areas outside the building, such as off -site facility,
entranceways, sidewalks and parking areas. Smoking will not be permitted
anywhere in Regional Offices or Washington, D.C. Office locations unless
permitted by GSA guidelines or local landlord requirements. Contractor
employees are subject to the same restrictions as government personnel. Fines
up to $50 per occurrence will be issued and enforced by the Federal Protective
Service.
B. Dress
The preferred dress codes at CMS facilities are professional attire, business
attire or business casual attire.
H.2 SECURITY CLAUSE -BACKGROUND -INVESTIGATIONS FOR CONTRACTOR
PERSONNEL
A. If applicable, Contractor personnel performing services for CMS under this
contract, task order or delivery order shall be required to undergo a
background investigation. CMS will pay for the background investigations.
B. After contract award, the CMS COTR and the Emergency Management &
Response Group (EMRG), with the assistance of the Contractor, shall
perform a position -sensitivity analysis based on the duties contractor
personnel shall perform on the contract, task order or delivery order. The
results of the position -sensitivity analysis will determine first, whether the
provisions of this clause are applicable to the contract and second, if
applicable, determine each position's sensitivity level (i.e., high risk,
moderate risk or low risk) and dictate the appropriate level of background
investigation to be processed. Investigative packages may contain the
following forms:
1. SF -85, Questionnaire for Non -Sensitive Positions, 09/1995
2. SF -85P, Questionnaire for Public Trust Positions, 09/1995
3. OF -612, Optional Application for Federal Employment, 12/2002
4. OF -306, Declaration for Federal Employment, 01/2001
5. Credit Report Release Form
6. FD -258, Fingerprint Card, 5/99, and
7. CMS -730A, Request for Physical Access to CMS Facilities (NON -CMS
ONLY), 11/2003.
30
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MAGPIE
C. The Contractor personnel shall be required to undergo a background
investigation commensurate with one of these position -sensitivity levels:
(i) High Risk (Level 6)
Public Trust positions that would have a potential for exceptionally serious
impact on the integrity and efficiency of the service. This would include
computer security of a major automated information system (AIS). This
includes positions in which the incumbent's actions or inaction could
diminish public confidence in the integrity, efficiency, or effectiveness of
assigned government activities, whether or not actual damage occurs,
particularly if duties are especially critical to the agency or program
mission with a broad scope of responsibility and authority.
Major responsibilities that would require this level include:
a. development and administration of CMS computer security programs,
including direction and control of risk analysis and/or threat
assessment;
b. significant involvement in mission -critical systems;
c. preparation or approval of data for input into a system which does not
necessarily involve personal access to the system but with relatively
high risk of causing grave damage or realizing significant personal
gain;
d. other responsibilities that involve relatively high risk of causing damage
or realizing personal gain;
e. policy implementation;
f. higher level management duties/assignments or major program
responsibility; or
g. independent spokespersons or non -management position with
authority for independent action.
Approximate cost of each investigation: $3,500
(ii) Moderate Risk (Level 5)
Public Trust positions that have potential for moderate to serious impact
on the integrity and efficiency of the service, including computer security.
These positions involve duties of considerable importance to the CMS
mission with significant program responsibilities that could cause damage
to large portions of AIS. Duties involved are considerably important to the
agency or program mission with significant program responsibility, or
delivery of service. Responsibilities that would require this level include:
31
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 32
H HSM-500-2010-000251
MACPIE
a. the direction, planning, design, operation, or maintenance of a
computer system and whose work is technically reviewed by a higher
authority at the High Risk level to ensure the integrity of the system;
b. systems design, operation, testing, maintenance, and/or monitoring
that are carried out under the technical review of a higher authority at
the High Risk level;
c. access to and/or processing of information requiring protection under
the Privacy Act of 1974;
d. assists in policy development and implementation;
e. mid -level management duties/assignments;
f. any position with responsibility for independent or semi-independent
action; or
g. delivery of service positions that demand public confidence or trust.
Approximate cost range of each investigation: $150 - $2,600
(iii) Low Risk (Level 1)
Positions having the potential for limited interaction with the agency or
program mission, so the potential for impact on the integrity and efficiency
of the service is small. This includes computer security impact on AIS.
Approximate cost of each investigation: $100
D. The Contractor shall submit the investigative package(s) to the EMRG
within three (3) days after being advised by the EMRG of the need to
submit packages. Investigative packages shall be submitted to the
following address:
Centers for Medicare & Medicaid Services
Office of Operations Management
Emergency Management & Response Group
Mail Stop SL -13-15
7500 Security Boulevard
Baltimore, Maryland 21244-1850
E. The Contractor shall submit a copy of the transmittal letter to the
Contracting Officer (CO).
F. Contractor personnel shall submit a CMS -730A (Request for Badge) to the
EMRG (see attachment in Section J). The Contractor and the PO shall
obtain all necessary signatures on the CMS -730A prior to any Contractor
employee arriving for fingerprinting and badge processing.
G. The Contractor must appoint a Security Investigation Liaison as a point of
contact to resolve any issues of inaccurate or incomplete form(s). Where
32
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H HSM-500-2010-000251
MACPIE
personal information is involved, EMRG may need to contact the
contractor employee directly. The Security Investigation Liaison may be
required to facilitate such contact.
H. After EMRG fingerprints contractor personnel and issues them a
temporary CMS identification badge, the EMRG will send their completed
investigative package to the Office of Personnel Management (OPM).
OPM will conduct the background investigation. Badges will be provided
by EMRG while contractor personnel investigative forms are being
processed. The Contractor remains fully responsible for ensuring
contract, task order or delivery order performance pending completion of
background investigations of contractor personnel.
EMRG shall provide written notification to the CO with a copy to the PO of
all suitability decisions. The PO shall then notify the Contractor in writing
of the approval of the Contractor's employee(s), at that time the
Contractor's employee(s) will receive a permanent identification badge.
Contractor personnel who the EMRG determines to be ineligible may be
required to cease working on the contract immediately.
J. The Contractor shall report immediately in writing to EMRG with copies to
the CO and the PO, any adverse information regarding any of its
employees that may impact their ability to perform under this contract, task
order or delivery order. Reports should be based on reliable and
substantiated information, not on rumor or innuendo. The report shall
include the contractor employee's name and social security number, along
with the adverse information being reported.
K. Contractor personnel shall be provided an opportunity to explain or refute
unfavorable information found in an investigation to EMRG before an
adverse adjudication is made. Contractor personnel may request, in
writing, a copy of their own investigative results by contacting:
Office of Personnel Management
Freedom of Information
Federal Investigations Processing Center
PO Box 618
Boyers, PA 16018-0618.
L. At the Agency's discretion, if an investigated contractor employee leaves
the employment of the contractor, or otherwise is no longer associated
with the contract, task order, or delivery order within one (1) year from the
date the background investigation was completed, then the Contractor
may be required to reimburse CMS for the full cost of the investigation.
Depending upon the type of background investigation conducted, the cost
33
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H H S M-500-2010-000251
MACPIE
could be approximately $100 to $3,500. The amount to be paid by the
Contractor shall be due and payable when the CO submits a written letter
notifying the Contractor as to the cost of the investigation. The Contractor
shall pay the amount due within thirty (30) days of the date of the CO's
letter by check made payable to the "United States Treasury." The
Contractor shall provide a copy of the CO's letter as an attachment to the
check and submit both to the Office of Financial Management at the
following address:
Centers for Medicare & Medicaid Services
PO Box 7520
Baltimore, Maryland 21207
M. The Contractor must immediately provide written notification to EMRG
(with copies to the CO and the PO) of all terminations or resignations of
Contractor personnel working on this contract, task order or delivery order.
The Contractor must also notify EMRG (with copies to the CO and the PO)
when a Contractor's employee is no longer working on this contract, task
order or delivery order.
N. At the conclusion of the contract, task order or delivery order and at the
time when a contractor employee is no longer working on the contract,
task order or delivery order due to termination or resignation, all CMS -
issued parking permits, identification badges, access cards, and/or keys
must be promptly returned to EMRG. Contractor personnel who do not
return their government -issued parking permits, identification badges,
access cards, and/or keys within 48 hours of the last day of authorized
access shall be permanently barred from the CMS complex and subject to
fines and penalties authorized by applicable federal and State laws.
H.3 CONTRACTOR TERMINATION CMS BUILDING PASS
In the event that the contractor terminates an employee working on this contract,
or an employee working on this contract voluntarily leaves the employment of the
contractor and that employee has been issued a contractor's badge by CMS for
access to CMS Buildings; The contractor shall immediately take the following
actions:
Secure the CMS contractor's badge from the
employee;
Formally advise the contracting officer that the individual is no longer an
employee of the contractor, and;
Return the badge with the notification to the contracting officer.
34
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 35
H H S M-500-2010-00025 I
MAGPIE
H.4 ADP SYSTEMS SECURITY REQUIREMENTS
In the performance of this contract, the Contractor agrees to comply with the
ADP systems security requirements of the Office of Management and Budget
(OMB) Circular A-130, "Management of Federal Information Resources", and
with the ADP systems security policy of DHHS as outlined in Part 6 of the HHS
ADP Systems Manual and in CMS's AIS Guide. The Contractor shall include this
requirement in any subcontract awarded under this prime contract
H.5 HIPAA BUSINESS ASSOCIATE PROVISION II
A. Definitions:
All terms used herein and not otherwise defined shall have the same meaning as
in the Health Insurance Portability and Accountability Act of 1996 ("HIPAA," 42
U.S.C. sec. 1320d) and the corresponding implementing regulations. Provisions
governing the Contractor's duties and obligations under the Privacy Act (including
data use agreements) are covered elsewhere in the contract.
"Business Associate" shall mean the Contractor. "Covered Entity" shall mean
CMS' Medicare Fee for Service program and/or Medicare's Prescription Drug
Discount Care and Transitional Assistance Programs. "Secretary" shall mean
the Secretary of the Department of Health and Human Services or the
Secretary's designee.
B. Obligations and Activities of Business Associate
(i) Business Associate agrees to not use or disclose Protected Health Information
("PHI"), as defined in 45 C.F.R. § 160.103, created or received by Business
Associate from or on behalf of Covered Entity other than as permitted or required
by this Contract or as required by law.
(ii) Business Associate agrees to use safeguards to prevent use or disclosure of
PHI created or received by Business Associate from or on behalf of Covered
Entity other than as provided for by this Contract. Furthermore, Business
Associate agrees to use appropriate administrative, physical and technical
safeguards that reasonably and appropriately protect the confidentiality, integrity
and availability of the electronic protected health information ("EPHI"), as defined
in 45 C.F.R. 160.103, it creates, receives, maintains or transmits on behalf of the
Covered Entity to prevent use or disclosure of such EPHI.
(iv) Business Associate agrees to mitigate, to the extent practicable, any harmful
effect that is known to Business Associate of a use or disclosure of PHI by
Business Associate in violation of the requirements of this Contract.
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H H S M-500-2010-00025 I
MACPIE
(v) Business Associate agrees to report to Covered Entity any use or disclosure
involving PHI it receives/maintains from/on behalf of the Covered Entity that is
not provided for by this Contract of which it becomes aware. Furthermore,
Business Associate agrees to report to Covered Entity any security incident
involving EPHI of which it becomes aware.
(vi) Business Associate agrees to ensure that any agent, including a
subcontractor, to whom it provides PHI received from Covered Entity, or created
or received by Business Associate on behalf of Covered Entity, agrees to the
same restrictions and conditions that apply through this Contract to Business
Associate with respect to such information. Furthermore, Business Associate
agrees to ensure that its agents and subcontractors implement reasonable and
appropriate safeguards for the PHI received from or on behalf of the Business
Associate.
(viii) Business Associate agrees to provide access, at the request of Covered
Entity, to PHI received by Business Associate in the course of contract
performance, to Covered Entity or, as directed by Covered Entity, to an Individual
in order to meet the requirements under 45 CFR § 164.524.
(ix) Business Associate agrees to make any amendment(s) to PHI in a
Designated Record Set that Covered Entity directs or agrees to pursuant to 45
CFR § 164.526 upon request of Covered Entity.
(x) Business Associate agrees to make internal practices, books, and records,
including policies and procedures and PHI, relating to the use and disclosure of
PHI received from, or created or received by Business Associate on behalf of
Covered Entity, available to Covered Entity, or to the Secretary for purposes of
the Secretary determining Covered Entity's compliance with the various rules
implementing the HIPAA.
(xi) Business Associate agrees to document such disclosures of PHI and
information related to such disclosures as would be required for Covered Entity
to respond to a request by an Individual for an accounting of disclosures of PHI in
accordance with 45 CFR § 164.528.
(xii) Business Associate agrees to provide to Covered Entity, or an individual
identified by the Covered Entity, information collected under this Contract, to
permit Covered Entity to respond to a request by an Individual for an accounting
of disclosures of PHI in accordance with 45 CFR § 164.528.
C. Permitted Uses and Disclosures by Business Associate
Except as otherwise limited in this Contract, Business Associate may use or
disclose PHI on behalf of, or to provide services to, Covered Entity for purposes
of the performance of this Contract, if such use or disclosure of PHI would not
36
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H H S M- 500-2010-000251
MACPIE
violate the HIPAA Privacy or Security Rules if done by Covered Entity or the
minimum necessary policies and procedures of Covered Entity.
D. Obligations of Covered Entity
(i) Covered Entity shall notify Business Associate of any limitation(s) in its notice
of privacy practices of Covered Entity in accordance with 45 CFR § 164.520, to
the extent that such limitation may affect Business Associate's use or disclosure
of PHI.
(ii) Covered Entity shall notify Business Associate of any changes in, or
revocation of, permission by Individual to use or disclose PHI, to the extent that
such changes may affect Business Associate's use or disclosure of PHI.
(iii) Covered Entity shall notify Business Associate of any restriction to the use or
disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR §
164.522, to the extent that such restriction may affect Business Associate's use
or disclosure of PHI.
E. Permissible Requests by Covered Entity
Covered Entity shall not request Business Associate to use or disclose PHI in
any manner that would not be permissible under the HIPAA Privacy or Security
Rules.
F. Term of Provision
(i) The term of this Provision shall be effective at time of award, and shall
terminate when all of the PHI provided by Covered Entity to Business Associate,
or created or received by Business Associate on behalf of Covered Entity, is
destroyed or returned to Covered Entity, or, if it is infeasible to return or destroy
PHI, protections are extended to such information, in accordance with the
termination provisions in this Section.
(ii) Upon Covered Entity's knowledge of a material breach by Business
Associate, Covered Entity shall either:
(a) Provide an opportunity for Business Associate to cure the breach or
end the violation consistent with the termination terms of this Contract.
Covered Entity may terminate this Contract for default if the Business
Associate does not cure the breach or end the violation within the time
specified by Covered Entity; or
(b) Consistent with the terms of this Contract, terminate this Contract for
default if Business Associate has breached a material term of this
Contract and cure is not possible; or
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MAGPIE
(c) If neither termination nor cure is feasible, Covered Entity shall report
the violation to the Secretary.
(iii) Effect of Termination.
(a) Except as provided in paragraph (2) of this section, upon termination of
this Contract, for any reason, Business Associate shall return or destroy
all PHI received from Covered Entity, or created or received by Business
Associate on behalf of Covered Entity. This provision shall apply to PHI
that is in the possession of subcontractors or agents of Business
Associate. Business Associate shall retain no copies of the PHI.
(b) In the event that Business Associate determines that returning or
destroying the PHI is infeasible, Business Associate shall provide to
Covered Entity notification of the conditions that make return or
destruction infeasible. Upon such notice that return or destruction of PHI
is infeasible, Business Associate shall extend the protections of this
Contract to such PHI and limit further uses and disclosures of such PHI to
those purposes that make the return or destruction infeasible, for so
long as Business Associate maintains such PHI.
G. Miscellaneous
(i) A reference in this Contract to a section in the Rules issued under HIPAA
means the section as in effect or as amended.
(ii) The Parties agree to take such action as is necessary to amend this Contract
from time to time as is necessary for Covered Entity to comply with the
requirements of the Rules issued under HIPAA.
(iii) The respective rights and obligations of Business Associate under paragraph
(c) of the section entitled "term of Provision" shall survive the termination of this
Contract.
(iv) Any ambiguity in this Contract shall be resolved to permit Covered Entity to
comply with the Rules implemented under HIPAA.
H.6 CMS INFORMATION SECURITY (APRIL 2008)
A. This clause applies to all organizations which possess or use Federal
information, or which operate, use or have access to Federal information
systems (whether automated or manual), on behalf of CMS.
B. The central tenet of the CMS Information Security (IS) Program is that all
CMS information and information systems shall be protected from
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unauthorized access, disclosure, duplication, modification, diversion,
destruction, loss, misuse, or theft whether accidental or intentional. The
security safeguards to provide this protection shall be risk -based and
business -driven with implementation achieved through a multi -layered
security structure. All information access shall be limited based on a
least -privilege approach and a need -to -know basis, i.e., authorized user
access is only to information necessary in the performance of required
tasks. Most of CMS' information relates to the health care provided to the
nation's Medicare and Medicaid beneficiaries, and as such, has access
restrictions as required under legislative and regulatory mandates.
C. The CMS IS Program has a two -fold purpose:
(i) To enable CMS business processes to function in an environment with
commensurate security protections, and
(ii) To meet the security requirements of federal laws, regulations, and
directives.
D. The principal legislation for the CMS IS Program is Public Law (P.L.) 107-
347, Title III, Federal Information Security Management Act of 2002
(FISMA), http://csrc.nist.gov/drivers/documents/FISMA-final.pdf. FISMA
places responsibility and accountability for IS at all levels within federal
agencies as well as those entities acting on their behalf. FISMA directs
Office of Management and Budget (OMB) through the Department of
Commerce, National Institute of Standards and Technology (NIST), to
establish the standards and guidelines for federal agencies in
implementing FISMA and managing cost-effective programs to protect
their information and information systems.
E. As a contractor acting on behalf of CMS, this legislation requires that the
Contractor shall:
(i) Establish senior management level responsibility for IS,
(ii) Define key IS roles and responsibilities within their organization,
(iii) Comply with a minimum set of controls established for protecting all
Federal information, and
(iv)Act in accordance with CMS reporting rules and procedures for IS.
Additionally, the following laws, regulations and directives and any
revisions or replacements of same have IS implications and are
applicable to all CMS contractors.
• P.L. 93-579, The Privacy Act of 1974,
http://www.usdoj.gov/oip/privstat.htm , (as amended);
• P.L. 99-474, Computer Fraud & Abuse Act of 1986,
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www.usdoj.gov/criminal/cybercrime/ccmanual/0lccma.pdf P.L. 104-
13, Paperwork Reduction Act of 1978, as amended in 1995, U.S.
Code 44 Chapter 35, www.archives.gov/federal-
register/laws/paperwork-reduction;
• P.L. 104-208, Clinger -Cohen Act of 1996 (formerly known as the
Information Technology Management Reform Act),
http://www.cio.gov/Documents/it_management_reform_act_Feb_1996
.html;
• P.L. 104-191, Health Insurance Portability and Accountability Act of
1996 (formerly known as the Kennedy-Kassenbaum Act)
http://aspe.hhs.gov/admnsimp/p1104191.htm;
• OMB Circular No. A-123, Management?s Responsibility for Internal
Control, December 21, 2004,
http://www.whitehouse.gov/omb/circulars/a123/a123_rev.html;
• OMB Circular A-130, Management of Federal Information Resources,
Transmittal 4, November 30, 2000,
http://www.whitehouse.gov/omb/circulars/a130/a130trans4.html;
• NIST standards and guidance, http://csrc.nist.gov/; and,
• Department of Health and Human Services (DHHS) regulations,
policies, standards and guidance
http://www.hhs.gov/policies/index.html
These laws and regulations provide the structure for CMS to implement
and manage a cost-effective IS program to protect its information and
information systems. Therefore, the Contractor shall monitor and adhere
to all IT policies, standards, procedures, directives, templates, and
guidelines that govern the CMS IS Program,
http://www.cros.hhs.gov/informationsecurity and the CMS System
Lifecycle Framework,
http://www.cms.hhs.gov/SystemLifecycleFramework.
F. The Contractor shall comply with the CMS IS Program requirements by
performing, but not limited to, the following:
(i) Implement its own IS program that adheres to CMS IS policies,
standards, procedures, and guidelines, as well as industry best
practices;
(ii) Participate and fully cooperate with CMS IS audits, reviews,
evaluations, tests, and assessments of contractor systems, processes,
and facilities;
(iii) Provide upon request results from any other audits, reviews,
evaluations, tests and/or assessments that involve CMS information or
information systems;
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(iv) Report and process corrective actions for all findings, regardless of the
source, in accordance with CMS procedures;
(v) Document its compliance with CMS security requirements and
maintain such documentation in the systems security profile;
(vi)Prepare and submit in accordance with CMS procedures, an incident
report to CMS of any suspected or confirmed incidents that may impact
CMS information or information systems; and
(vii) Participate in CMS IT information conferences as directed by CMS.
G. If the contractor believes that an updated IS -related requirement posted to
the CMS website may result in a significant cost impact, the contractor
may submit a request for equitable cost adjustment before implementing
change.
H.7 ORGANIZATIONAL CONFLICTS OF INTEREST
a. Purpose. The primary purpose of this is to aid in ensuring that the Contractor
(1) does not obtain any unfair competitive advantage over other parties by virtue
of its performance of this contract, and (2) is not biased because of its current or
planned interest (financial, organizational, or otherwise) which relate to the work
under this contract.
b. Scope. The restrictions described herein shall apply to performance or
participation by the Contractor and any of its affiliate organizations or their
successors in interest (hereinafter collectively referred to as the "Contractor") in
the activities covered by this clause as a prime Contractor, subcontractor, co-
sponsor, joint venturer, consultant, or in any similar capacity.
(1) Advisory, consulting, analytical, evaluation, or study work, including the
preparation of statements of work and specifications: (i) If the Contractor
performs advisory, consulting, analytical, evaluation, study, or similar work under
this contract, it shall be ineligible thereafter to participate in any capacity in
Government contractual efforts (solicited or unsolicited) which stem directly from
such work, and the Contractor agrees not to perform similar work for prospective
offerors with respect to any such contractual efforts.
Furthermore, unless so directed in writing by the Contracting Officer, the
Contractor shall not perform any such work under this contract on any of its
products or services, or the products or services of another firm for which the
Contractor performs similar work. Nothing in this subparagraph shall preclude
the Contractor from competing for HHS management and technical support
services follow-on contracts as defined in paragraph 6 below. (ii)
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If the Contractor under this contract assists substantially in the preparation of a
statement of work or specifications, the Contractor shall be ineligible to perform
or participate in any capacity in any contractual effort which is based on such
statement of work or specifications. The Contractor shall not incorporate its
products or services in such statement of work or specifications unless so
directed in writing by the Contracting Officer, in which case the restriction in this
subparagraph shall not apply.
(2) Access to the use of information:
(a) If the Contractor in the performance of this contract obtains access to
information, such as HHS plans, policies, reports, studies, financial plans, or data
which has not been released to the public, the Contractor agrees not to (a) use
such information for any private purpose unless the information has been
released to the public; (b) disclose such information for a period of six (6) months
after the completion of this contract, or the release of such information to the
public, whichever is first; (c) submit an unsolicited proposal to the Government
which is based on such information until one (1) year after the release of such
information to the public; or (d) release such information without prior written
approval by the Contracting Officer.
(b) In addition, the Contractor agrees that to the extent it receives or is given
access to proprietary data or other confidential technical, business or financial
information under this contract, it shall treat such information in accordance with
any restrictions imposed on such information.
(c) The Contractor shall have, subject to patent and security provisions of this
contract, the right to use technical data it first produces under this contract for its
private purposes provided that, as of the date of such use, all data requirements
of this contract have been met.
(3) Subcontracts. The Contractor shall include this clause, including this
paragraph, in subcontracts of any tier which involve performance of work of the
type specified in b.(1) above or access to information covered in b.(2) above.
The use of this clause in such subcontracts shall be read by substituting the word
"Subcontractor" for the word "Contractor" whenever the word "Contractor"
appears.
(4) Remedies: For breach of the above restrictions or for non -disclosure or
misrepresentation of any relevant interest required to be disclosed concerning
this contract, the Government may, at no cost, terminate the contract, disqualify
the Contractor for subsequent related contractual efforts, and pursue other
remedies as may be permitted by law or this contract.
(5) Waiver. Any request for waiver under this clause shall be directed in writing
to the Contracting Officer and shall include a full description of the requested
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waiver and the reasons in support thereof. If it is determined to be in the best
interest of the Government, the Contracting Officer shall grant such waiver in
writing.
(6) Definitions. The term "management and technical support services" includes
any advice, assistance, analysis, consultation, evaluation, examination, report,
review, study, survey, or similar assistance, including providing assistance in
procurement and related activities, to support any program or their operations of
CMS.
H.8 SECTION 508, ACCESSIBILITY OF ELECTRONIC AND INFORMATION
TECHNOLOGY (EIT)
A. This contract is subject to Section 508 of the Rehabilitation Act of 1973 (29
U.S.C. 794d) as amended by the Workforce Investment Act of 1998 (P.L.
105-220). Specifically, subsection 508(a)(1) requires that when the Federal
Government procures Electronic and Information Technology (EIT), the EIT
must allow all Federal employees and individuals of the public with disabilities
comparable access to and use of information and data that is provided to
Federal employees and individuals of the public without disabilities.
B. The EIT accessibility standards at 36 CFR Part 1194 were developed by the
Architectural and Transportation Barriers Compliance Board ("Access Board")
and apply to contracts and task/delivery orders, awarded under indefinite
quantity contracts on or after June 25, 2001.
C. Each Electronic and Information Technology (EIT) product or service
furnished under this contract shall comply with the Electronic and Information
Technology Accessibility Standards (36 CRF 1194), as specified in the
contract, as a minimum. If the Contracting Officer determines any furnished
product or service is not in compliance with the contract, the Contracting
Officer will promptly inform the Contractor in writing. The Contractor shall,
without charge to the Government, repair or replace the non -compliant
products or services within the period of time to be specified by the
Government in writing. If such repair or replacement is not completed within
the time specified, the Government shall have the following recourses:
1. Cancellation of the contract, delivery or task order, purchase order, or
line item without termination liabilities; or
2. In the case of custom EIT being developed by a Contractor for the
Government, the Government shall have the right to have any
necessary changes made or repairs performed, by itself, or by another
firm for the non -compliant EIT, with the Contractor liable for
reimbursement to the Government for any expenses incurred thereby.
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D. The contractor must ensure that all EIT products that are less tan fully
compliant with the accessibility standards are provided pursuant to extensive
market research and are the most current compliant products or services
available to satisfy this contract's requirements.
E. For every EIT product or service accepted under this contract by the
Government that does not comply with 36 CRF 1194, the contractor shall, at
the discretion of the Government, make every effort to replace or upgrade it
with a compliant equivalent product or service, if commercially available and
cost neutral, on either the planned refresh cycle of the product or service, or
on the contract renewal/effective option date, whichever shall occur first.
H.9 HARDWARE REQUIREMENTS
In accordance with the principles of FAR Part 23 and Executive Order 13514, the
following information is incorporated into this contract to the extent it becomes
applicable through the work performed by the vendor in completing this
requirement:
Any products purchased under this contract/order shall meet the following goals:
- Energy efficient (Energy Star feature compliant and Electronic Product
Environmental Assessment Tool (EPEAT) Silver registration
Water efficient
Biobased
Environmentally preferable
Non -ozone depleting
Made of recycled content
Non-toxic
H.10 ON-RAMP/OFF-RAMP
In the event that one of the contractors awarded an IDIQ contract ceases to
function as a business or ceases to perform the functions of the umbrella IDIQ,
the Government reserves the right to remove them from the IDIQ contract
vehicle. The Government shall then have the right to add a new vendor to the
IDIQ so that the number of contractors will stay consistent. The Government will
obtain the new vendor by means of a competition.
The new contractor's period of performance would begin at day of award and
would conclude with the end of the IDIQ's period of performance.
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SECTION I - CONTRACT CLAUSES
1.1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE. (FEB 1998)
This contract incorporates one or more clauses by reference, with the same force and
effect as if they were given in full text. Upon request, the Contracting Officer will make
their full text available. Also, the full text of a clause may be accessed electronically at
this/these address(es):
http://www.arnet.gov/fart
a) The following general clauses are applicable:
Number TITLE Date
52.202-1 Definitions JUL 2004
52.203-3 Gratuities APR 1984
52.203-5 Covenant Against Contingent Fees. APR 1984
52.203-6 Restrictions on Subcontractor Sales to the SEP 2006
Government
52.203-7 Anti -Kickback Procedures. JUL 1995
52.203-8 Cancellation, Rescission, and Recovery of Funds JAN 1997
for Illegal or Improper Activity
52.203-10 Price or Fee Adjustment for Illegal or Improper JAN 1997
Activity.
52.203-11 Certification and Disclosure Regarding Payments SEP 2007
to Influence Certain Federal Transactions. (SEP
2007)
52.203-12 Limitation on Payments to Influence Certain SEP 2007
Federal Transactions.
52.203-13 Contractor Code of Business Ethics and Conduct DEC 2008
52.203-15 Whistleblower Protections Under the American MAR 2009
Recovery and Reinvestment Act of 2009
52.204-2 Security Requirements. AUG 1996
52.204-4 Printed or Copied Double -Sided on Recycled AUG 2000
Paper.
52.204-7 Central Contractor Registration. APR 2008
52.204-11 American Recovery and Reinvestment Act — MAR 2009
Reporting Requirements
52.209-6 Protecting the Government's Interest When SEP 2006
Subcontracting with Contractors Debarred,
Suspended, or Proposed for Debarment.
52.215-2 Audit and Records - Negotiation. MAR 2009
52.215-8 Order of Precedence - Uniform Contract Format. OCT 1997
52.215-10 Price Reduction for Defective Cost or Pricing Data. OCT 1997
52.215-11 Price Reduction for Defective Cost or Pricing Data - OCT 1997
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Modifications.
52.215-12 Subcontractor Cost or Pricing Data. OCT 1997
52.215-13 Subcontractor Cost or Pricing Data - Modifications. OCT 1997
52.215-14 Integrity of Unit Prices. OCT 1997
52.215-14 Integrity of Unit Prices. (OCT 1997) - Alternate I OCT 1997
52.215-15 Pension Adjustments and Asset Reversions. OCT 2004
52.215-18 Reversion or Adjustment of Plans for JUL 2005
Postretirement Benefits (PRB) Other Than
Pensions.
52.215-21 Requirements for Cost or Pricing Data or OCT 1997
Information Other Than Cost or Pricing Data -
Modifications.
52.216-22 Indefinite Quantity. OCT 1995
52.216-27 Single or Multiple Awards. OCT 1995
52.217-8 Option to Extend Services. NOV 1999
52.217-9 Option to Extend the Term of the Contract. MAR 2000
52.219-4 Notice of Price Evaluation Preference for HUBZone JUL 2005
Small Business Concerns.
52.219-8 Utilization of Small Business Concerns. MAY 2004
52.219-9 Small Business Subcontracting Plan. JUL 2005
52.219-9 Small Business Subcontracting Plan. (JUL 2005) - OCT 2001
Alternate II
52.219-14 Limitations on Subcontracting DEC 1996
52.219-16 Liquidated Damages - Subcontracting Plan JAN 1999
52.219-25 Small Disadvantaged Business Participation OCT 1999
Program -Disadvantaged Status and Reporting.
52.222-1 Notice to the Government of Labor Disputes. FEB 1997
52.222-3 Convict Labor. JUN 2003
52.222-21 Prohibition of Segregated Facilities. FEB 1999
52.222-26 Equal Opportunity. MAR 2007
52.222-26 Equal Opportunity. (FEB 1999) - Alternate I FEB 1999
52.222-35 Equal Opportunity for Special Disabled Veterans, SEP 2006
Veterans of the Vietnam Era, and Other Eligible
Veterans.
52.222-36 Affirmative Action for Workers with Disabilities. JUN 1998
52.222-37 Employment Reports on Special Disabled SEP 2006
Veterans, Veterans of the Vietnam Era, and Other
Eligible Veterans.
52.222-41 Service Contract Act of 1965, as Amended. NOV 2007
52.222-43 Fair Labor Standards Act and Service Contract Act- SEP 2009
Price Adjustment (Multiple Year and Option
Contracts)
52.223-6 Drug -Free Workplace. MAY 2001
52.223-14 Toxic Chemical Release Reporting. AUG 2003
52.224-1 Privacy Act Notification. APR 1984
52.224-2 Privacy Act. APR 1984
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52.225-5 Trade Agreements.
52.225-13 Restrictions on Certain Foreign Purchases.
52.226-1 Utilization of Indian Organizations and Indian -
Owned Economic Enterprises.
52.227-1 Authorization and Consent.
52.227-2 Notice and Assistance Regarding Patent and
Copyright Infringement.
52.227-14 Rights in Data - General.
52.227-17 Rights in Data - Special Works.
52.232-15 Progress Payments Not Included
52.232-17 Interest.
52.232-18 Availability of Funds.
52.232-19 Availability of Funds for the Next Fiscal Year.
52.232-23 Assignment of Claims
52.232-25 Prompt payment.
52.232-33 Payment by Electronic Funds Transfer - Central
Contractor Registration.
52.233-1 Disputes
52.233-3 Protest after Award.
52.233-4 Applicable Law for Breach of Contract Claim
52.239-1 Privacy or Security Safeguards.
52.242-1 Notice of Intent to Disallow Costs.
52.242-13 Bankruptcy.
52.243-7 Notification of Changes.
52.244-2 Subcontracts.
52.244-2 Subcontracts. (AUG 1998) - Alternate I
52.244-5 Competition in Subcontracting
52.244-6 Subcontracts for Commercial Items.
52.246-25 Limitation of Liability - Services.
52.248-1 Value Engineering.
52.251-1 Government Supply Sources.
52.252-4 Alterations in Contract. (APR 1984)
52.253-1 Computer Generated Forms
JUN 2006
JUN 2008
JUN 2000
JUL 1995
AUG 1996
DEC 2007
DEC 2007
APR 1984
OCT 2008
APR 1984
APR 1984
JAN 1986
OCT 2008
OCT 2003
JUL 2002
AUG 1996
OCT 2004
AUG 1996
APR 1984
JUL 1995
APR 1984
JUN 2007
JUN 2007
DEC 1996
DEC 2009
FEB 1997
FEB 2000
APR 1984
APR 1984
JAN 1991
b) The following clauses are applicable to cost reimbursement task order:
NUMBER TITLE DATE
52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO SEP 2006
THE GOVERNMENT
52.216-7 ALLOWABLE COST AND PAYMENT DEC 2002
52.216-8 FIXED FEE MAR 1997
52.216-10 INCENTIVE FEE MAR 1997
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52.216-11
52.216-12
52.227-3
52.228-7
52.230-2
52.230-3
52.230-6
52.232.20
52.232-22
52.233-3
52.237-3
52.242-1
52.242-3
52.242-4
52.243-2
52.243-2
52.243-7
52.244-5
52.245-5
52.249-6
52.249-14
COST CONTRACT NO FEE
COST SHARING CONTRACT NO FEE
PATENT INDEMNITY
INSURANCE - LIABILITY TO THIRD PERSON
COST ACCOUNTING STANDARD
DISCLOSURE AND CONSISTENCY OF COST
ACCOUNTING
ADMINISTATION OF COST ACCOUNTING
STANDARDS
LIMITATION OF COST
LIMITATION OF FUNDS
PROTEST AFTER AWARD - ALTERNATE I
CONTINUITY OF SERVICE
NOTICE OF INTENT TO DISALLOW COSTS
PENALTIES FOR UNALLOWABLE COSTS
CERTIFICATION OF FINAL INDIRECT COSTS
CHANGES - COST -REIMBURSEMENT
CHANGES - COST -REIMBURSEMENT. (AUG 1987) -
ALTERNATE II
NOTIFICATION OF CHANGES
(Insert 5 calendar days in paragraph (b) and insert 15
calendar days in paragraph (d))
COMPETITION IN SUBCONTRACTING
GOVERNMENT PROPERTY (COST -
REIMBURSEMENT, TIME -AND -MATERIAL, OR
LABOR -HOUR CONTRACTS)
TERMINATION (COST -REIMBURSEMENT)
EXCUSABLE DELAYS
c) The following clauses are applicable to fixed price task orders:
NUMBER TITLE
52.216-16 Incentive Price Revision - Firm Target.
52.216-17 Incentive Price Revision - Successive Targets.
52.217-2 Cancellation Under Multi -year Contracts.
52.217-6 Option for Increased Quantity.
52.227-3 Patent Indemnity.
52.228-5 Insurance - Work on a Government Installation.
52.229-3 Federal, State, and Local Taxes.
52.230-2 Cost Accounting Standards.
52.230-3 Disclosure and Consistency of Cost Accounting
Practices.
52.230-6 Administration of Cost Accounting Standards.
52.232-1 Payments
48
APR 1984
APR 1984
APR 1984
MAR 1996
APR 1998
APR 1998
NOV 1999
APR 1984
APR 1984
AUG 1996
JAN 1991
APR 1984
MAY 2001
JAN 1997
AUG 1987
APR 1984
APR 1984
DEC 1996
MAY 2004
MAY 2004
APR 1984
DATE
OCT 1997
OCT 1997
OCT 1997
MAR 1989
APR 1984
JAN 1997
APR 2003
APR 1998
APR 1998
NOV 1999
APR 1984
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52.232-8
52.232-11
52.233-3
52.237-3
52.243-1
52.245-2
52.245-4
52.249-1
52.249-2
52.249-8
Discount for Prompt Payment
Extras
Protest after Award.
Continuity of Service
Changes - Fixed -Price.
Government Property (Fixed -Price Contracts).
Government Property (Short Form)
Termination for Convenience of the Government (Fixed -
Price) (Short Form).
Termination for Convenience of the Government (Fixed -
Price).
Default (Fixed -Price Supply and Service).
FEB 2002
APR 2004
AUG 1996
JAN 1991
AUG 1987
MAY 2004
APR 1984
APR 1984
MAY 2004
APR 1984
d) The following clauses are applicable to time and materials and labor hour task
orders:
NUMBER
52.216-16
52.216-17
52.217-7
52.232-7
52.233-3
52.242-3
52.242-4
52.243-3
52.245-4
52.245-5
52.249-6
52.249-14
TITLE
Incentive Price Revision - Firm Target.
Incentive Price Revision - Successive Targets.
Option for Increased Quantity - Separately Priced Line
Item.
Payments Under Time -And -Materials And Labor -Hour
Contracts.
Protest after Award.
Penalties for Unallowable Costs.
Certification of Final Indirect Costs.
Changes —Time -and -Materials or Labor -Hours.
Government Property (Short Form)
Government Property (Cost -Reimbursement, Time -and -
Material, or Labor -Hour Contracts).
Termination Alternate IV.
Excusable Delays.
DATE
OCT 1997
OCT 1997
MAR 1989
FEB 2007
AUG 1996
MAY 2001
JAN 1997
SEPT 2000
APR 1984
MAY 2004
MAY 2004
APR 1984
1.2 DEPARTMENT OF HEALTH AND HUMAN SERVICES ACQUISITION
REGULATIONS (HHSAR)
NUMBER TITLE
352.216-72 ADDITIONAL COST PRINCIPLES
352.228-7 INSURANCE - LIABILITY TO THIRD PERSONS
352.232-9 WITHHOLDING OF CONTRACT PAYMENTS
352.232-75 INCREMENTAL FUNDING
352.233-70 LITIGATION AND CLAIMS
352.242-71 FINAL DECISIONS ON AUDIT FINDINGS
352.249-14 EXCUSABLE DELAYS
49
DATE
JAN 2006
DEC 1991
JAN 2006
JAN 2006
APR 1984
JAN 2006
JAN 2006
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352.270-4
352.270-6
352.270-7
352.270-10
352.270-19
PRICING OF ADJUSTMENTS
PUBLICATION AND PUBLICITY
PAPERWORK REDUCTION ACT
ANTI -LOBBYING
ELECTRONIC INFORMATION AND TECHNOLOGY
ACCESSIBILITY
1.3 HHSAR 352.202-1, DEFINITIONS (JAN 2006)
JAN 2001
JAN 2006
JAN 2001
JAN 2006
JAN 2006
(a) In accordance with 52.202-1(a)(1), substitute the following as paragraph (a):
"(a) The term "Secretary" or "Head of the Agency"(also called "Agency Head")
means the Secretary, Deputy Secretary, or any Assistant Secretary,
Administrator or Commissioner of the Department of Health and Human
Services; and the term "his/her duly authorized representative" means any
person, persons, or board authorized to act for the Secretary."
(b) In accordance with 52.202-1(a)(1), add the following paragraph (h):
"(h) The term "Contracting Officer's Technical Representative" means the
person who monitors the technical aspects of contract performance. The
Contracting Officer's Technical Representative is not authorized to
issue any instructions or directions which cause any increase or decrease in
the Statement of Work/Performance Work Statement/Specifications which
would result in the increase or decrease in the price of this contract, or changes
in the delivery schedule or period of performance of this contract. If applicable,
the Contracting Officer's Technical Representative is not authorized to receive
or act upon any notification or revised cost estimate provided by the Contractor
in accordance with the Limitation of Cost or Limitation of Funds clauses of this
contract."
1.4 FAR 52.215-19 NOTIFICATION OF OWNERSHIP CHANGES (OCT 1997)
(a) The Contractor shall make the following notifications in writing:
(1) When the Contractor becomes aware that a change in its ownership
has occurred, or is certain to occur, that could result in changes in the
valuation of its capitalized assets in the accounting records, the Contractor
shall notify the Administrative Contracting Officer (ACO) within 30 days.
(2) The Contractor shall also notify the ACO within 30 days whenever
changes to asset valuations or any other cost changes have occurred or
are certain to occur as a result of a change in ownership.
(b) The Contractor shall -
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(1) Maintain current, accurate, and complete inventory records of assets
and their costs;
(2) Provide the ACO or designated representative ready access to the
records upon request;
(3) Ensure that all individual and grouped assets, their capitalized values,
accumulated depreciation or amortization, and remaining useful lives are
identified accurately before and after each of the Contractor's ownership
changes; and
(4) Retain and continue to maintain depreciation and amortization
schedules based on the asset records maintained before each Contractor
ownership change.
(c) The Contractor shall include the substance of this clause in all subcontracts
under this contract that meet the applicability requirement of FAR 15.408(k).
1.5 FAR 52.216-18 ORDERING (OCT 1995)
(a) Any supplies and services to be furnished under this contract shall be ordered
by issuance of delivery orders or task orders by the individuals or activities
designated in the Schedule. Such orders may be issued from effective date of
the contract through 60 months thereafter or as extended by exercise of
optional periods of performance.
(b) All delivery orders or task orders are subject to the terms and conditions of
this contract. In the event of conflict between a delivery order or task order and
this contract, the contract shall control.
(c) If mailed, a delivery order or task order is considered "issued" when the
Government deposits the order in the mail. Orders may be issued orally, by
facsimile, or by electronic commerce methods only if authorized in the Schedule.
1.6 FAR 52.216-19 ORDERING LIMITATIONS (OCT 1995)
(a) Minimum order. When the Government requires supplies or services covered
by this contract in an amount of less than $50 the Government is not obligated to
purchase, nor is the Contractor obligated to furnish, those supplies or services
under the contract.
(b) Maximum order. The Contractor is not obligated to honor -
(1) Any order for a single item in excess of $100 Million
(2) Any order for a combination of items in excess of $100 Million, or
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(3) A series of orders from the same ordering office within 5 days that
together call for quantities exceeding the limitation in subparagraph
(b)(1) or (2) of this section.
(c) If this is a requirements contract (i.e., includes the Requirements clause at
subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the
Government is not required to order a part of any one requirement from the
Contractor if that requirement exceeds the maximum -order limitations in
paragraph (b) of this section.
(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall
honor any order exceeding the maximum order limitations in paragraph (b),
unless that order (or orders) is returned to the ordering office within 3 days after
issuance, with written notice stating the Contractor's intent not to ship the item (or
items) called for and the reasons. Upon receiving this notice, the Government
may acquire the supplies or services from another source.
1.7 FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)
(a) This is an indefinite -quantity contract for the supplies or services specified,
and effective for the period stated, in the Schedule. The quantities of supplies
and services specified in the Schedule are estimates only and are not purchased
by this contract.
(b) Delivery or performance shall be made only as authorized by orders issued in
accordance with the Ordering clause. The Contractor shall furnish to the
Government, when and if ordered, the supplies or services specified in the
Schedule up to and including the quantity designated in the Schedule as the
"maximum." The Government shall order at least the quantity of supplies or
services designated in the Schedule as the "minimum."
(c) Except for any limitations on quantities in the Order Limitations clause or in
the Schedule, there is no limit on the number of orders that may be issued. The
Government may issue orders requiring delivery to multiple destinations or
performance at multiple locations.
(d) Any order issued during the effective period of this contract and not
completed within that period shall be completed by the Contractor within the time
specified in the order. The contract shall govern the Contractor's and
Government's rights and obligations with respect to that order to the same extent
as if the order were completed during the contract's effective period; provided,
that the Contractor shall not be required to make any deliveries under this
contract after 60 months from contract expiration.
1.8 FAR 52.217-19 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR
2000)
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(a) The Government may extend the term of this contract by written notice to the
Contractor within the current period of performance; provided that the
Government gives the Contractor a preliminary written notice of its intent to
extend at least 60 days before the contract expires. The preliminary notice does
not commit the Government to an extension.
(b) If the Government exercises this option, the extended contract shall be
considered to include this option clause.
(c) The total duration of this contract, including the exercise of any options under
this clause, shall not exceed 60 months.
1.9 FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS AND
COMMERCIAL COMPONENTS (DEC 2001)
(a) Definitions. As used in this clause --
"Commercial item" has the meaning contained in the clause at 52.202-1,
Definitions.
"Subcontract" includes a transfer of commercial items between divisions,
subsidiaries, or affiliates of the Contractor or subcontractor at any tier.
(b) To the maximum extent practicable, the Contractor shall incorporate, and
require its subcontractors at all tiers to incorporate, commercial items or
nondevelopmental items as components of items to be supplied under this
contract.
(c)(1) The Contractor shall insert the following clauses in subcontracts for
commercial items:
(i) 52.219-8, Utilization of Small Business Concerns (Oct 2000) (15
U.S.C. 637(d)(2) and (3)), in all subcontracts that offer further
subcontracting opportunities. If the subcontract (except
subcontracts to small business concerns) exceeds $500,000
($1,000,000 for construction of any public facility), the
subcontractor must include 52.219-8 in lower tier subcontracts that
offer subcontracting opportunities.
(ii) 52.222-26, Equal Opportunity (Feb 1999) (E.O. 11246).
(iii) 52.222-35, Equal Opportunity for Special Disabled Veterans,
Veterans of the Vietnam Era, and Other Eligible Veterans (Dec
2001) (38 U.S.C. 4212(a));
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(iv) 52.222-36, Affirmative Action for Workers with Disabilities (Jun
1998) (29 U.S.C. 793).
(v) 52.247-64, Preference for Privately Owned U.S.-Flagged
Commercial Vessels (Jun 2000) (46 U.S.C. Appx 1241) (flow down
not required for subcontracts awarded beginning May 1, 1996).
(2) While not required, the Contractor may flow down to subcontracts for
commercial items a minimal number of additional clauses necessary to
satisfy its contractual obligations.
(d) The Contractor shall include the terms of this clause, including this paragraph
(d), in subcontracts awarded under this contract.
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Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 55
Attachment 3
Subcontractor Business Associate Agreement
(HIPAA Obligations)
This Business Associate Agreement (the "Agreement") is made and entered into as of ("Effective
Date") by and between Truven Health Analytics Inc., an IBM Company (hereinafter "Truven Health") and Weld
County Area Agency on Aging ("Subcontractor").
Recitals
WHEREAS, the Department of Health and Human Services ("HHS") has promulgated regulations at 45 C.F.R. §§ 160-
164, implementing the privacy and security requirements set forth in the Administrative Simplification provisions of
the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 ("HIPAA") and the Health
Information Technology for Economic and Clinical Health Act ("HITECH"), (collectively, "HIPAA Rules");
WHEREAS, the HIPAA Rules provide, among other things, that a business associate of a covered entity is permitted
to disclose Protected Health Information (as defined below) to its subcontractors and allow those subcontractors to
obtain and receive Protected Health Information on behalf of the business associate, if the business associate obtains
satisfactory assurances from the subcontractor in the form of a business associate contract that the subcontractor
will appropriately safeguard the Protected Health Information;
WHEREAS, Truven Health and Subcontractor have entered into one or more Services Agreement(s) (collectively, the
"Services Agreement") pursuant to which Subcontractor provides certain services to Truven Health, which is a
business associate to its clients who are covered entities ("Clients");
WHEREAS, Subcontractor will have access to, create and/or receive certain Protected Health Information in
conjunction with the services being provided to Truven Health, thus necessitating a written agreement that meets
the applicable requirements of the HIPAA Rules. Truven Health and Subcontractor have mutually agreed to satisfy
the foregoing regulatory requirements through this Agreement.
NOW, THEREFORE, Truven Health and Subcontractor agree as follows:
1. Definitions. The following terms shall have the meanings set forth below. Terms not defined shall have
the same meaning as those terms under the HIPAA Rules:
(a) "Breach" shall have the same meaning as provided in the Breach Notification Rule at 45 C.F.R. §
164.402.
(b) "Business Associate" shall generally have the same meaning as the term "business associate" at
45 CFR 160.103, and in reference to the Party to this Agreement, shall mean Subcontractor.
(c) "C.F.R." means the Code of Federal Regulations.
(d) "Designated Record Set" has the meaning assigned to such term in 45 C.F.R. § 164.501.
(e) "Electronic Protected Health Information" or "EPHI" has the meaning assigned to such term in 45
C.F.R. § 160.103.
(f) "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement Rules at 45
CFR Part 160 and Part 164, as amended.
(g) "Individual" shall have the same meaning as the term "individual" in 45 C.F.R. § 164.501 and shall
include a person who qualifies as the Individual's personal representative in accordance with 45
C.F.R. § 164.502(g).
(h) "Protected Health Information" or ("PHI") shall have the same meaning as the term "protected
health information" as defined in 45 C.F.R. § 164.501, limited to the information created or
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 56
received by Subcontractor from or on behalf of Truven Health or its Clients.
(I) "Required by Law" shall have the same meaning as the term "required by law" in 45 C.F.R. §
164.501.
(j) "Secretary" shall mean the Secretary of HHS or his designee.
(k) "Security Incident" shall have the same meaning as the term "security incident" in 45 C.F.R. §
164.304.
(I) "Services" shall mean the services to be provided under the Services Agreement.
2. Obligations and Activities of Subcontractor.
(a) Subcontractor agrees to not use or further disclose Protected Health Information other than as
permitted or required by this Agreement, the Services Agreement or as Required by Law, and then
only in compliance with the applicable requirements of the HIPAA Rules.
(b) Subcontractor will use appropriate safeguards, and comply with Subpart C of 45 CFR Part 164
("Security Rule") with respect to EPHI, to prevent use or disclosure of PHI other than as provided
for by the Agreement. Subcontractor will implement administrative, physical, and technical
safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability
of the PHI that it creates, receives, maintains, or transmits on behalf of Truven Health.
(c) Subcontractor agrees to promptly report to Truven Health the following incidents: any use or
disclosure of the Protected Health Information not provided for by this Agreement, any Security
Incident, and any Breach. Such reports shall be made as soon as practicable, and in any event
within two (2) business days of Subcontractor's discovery. Subcontractor shall provide the
following information to Truven Health with regard to such incidents: (1) a description of what
happened, including the date of the incident and the date of discovery of the incident; (2) a
description of the types of PHI that were involved in the incident (such as full name, Social Security
number, date of birth, home address, account number, or disability code, etc.), whether the PHI
was unsecured, and who received the PHI; (3) the steps individuals should take to protect
themselves from potential harm resulting from the incident; (4) a brief description of what
Subcontractor is doing to investigate the breach, to mitigate losses, and to protect against
reoccurrence; and (5) any additional information reasonably available regarding the incident that
Truven Health may reasonably request. Without limiting any remedy available to Truven Health
under the Agreement, Subcontractor shall mitigate, to the extent practicable, the harmful effects
of any use or disclosure not permitted by this Agreement, Security Incident, or Breach of PHI by
Subcontractor or its agents or subcontractors, and shall bear the reasonable cost, including the
cost of providing any legally required notification, resulting from any such incident.
(d) In accordance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2), if applicable, Subcontractor will
ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of Truven
Health agree to the same restrictions, conditions, and requirements that apply to Subcontractor
with respect to such information.
(e) If Subcontractor maintains Protected Health Information in a Designated Record Set,
Subcontractor agrees to provide access to Protected Health Information in a Designated Record
Set, in the time and manner Required by Law, to Truven Health, or as directed by Truven Health,
to Truven Health's Clients or to an Individual in order to meet the requirements under 45 C.F.R. §
164.524.
(f)
If Subcontractor maintains Protected Health Information in a Designated Record Set,
Subcontractor agrees to make Protected Health Information available to Truven Health or its
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 57
Clients or an Individual for amendment as needed and will make any amendment(s) to Protected
Health Information in a Designated Record Set pursuant to 45 C.F.R. § 164.526, at the request of
Truven Health, and in the time and manner Required by Law.
(g)
Subcontractor agrees to make internal practices, books and records relating to the use and
disclosure of Protected Health Information received from, or created or received by Subcontractor,
on behalf of Truven Health or its Clients, available to the Secretary for purposes of the Secretary
determining Truven Health's and/or its Clients' compliance with the Privacy Rule.
(h) Subcontractor agrees to document such disclosures of Protected Health Information and
information related to such disclosures as would be required for Truven Health and/or its Clients
and will make information available as needed to respond to a request by an Individual for an
accounting of disclosures of Protected Health Information in accordance with 45 C.F.R. § 164.528.
(i) Subcontractor acknowledges that it shall request from Truven Health, and disclose to its affiliates,
subsidiaries, agents and subcontractors or other third parties, only the minimum Protected Health
Information necessary to perform or fulfill a specific function required or permitted hereunder.
(i)
To the extent that Subcontractor is to carry out one or more of Truven Health's or its Clients'
obligation(s) under 45 C.F.R. § 164, Subpart E ("HIPAA Privacy Rule"), Subcontractor will comply
with the requirements of Subpart E in the performance of such obligation(s).
(k) To the extent not provided herein, Subcontractor shall comply with each of the applicable
requirements imposed on it (the Business Associate) by the HITECH Act, as of the applicable
compliance date for any such provisions. In the event there is additional guidance or regulations,
or a change in law, which impacts the terms of this Agreement, Parties shall negotiate in good faith
any necessary or appropriate changes to this Agreement.
3. Permitted Uses and Disclosures by Subcontractor.
3.1 General Use and Disclosure. Except as otherwise limited in this Agreement, Subcontractor may
use or disclose Protected Health Information to perform its obligations and Services to Truven
Health, provided that such use or disclosure would not violate the HIPAA Privacy Rule if the use or
disclosure were made by Truven Health or a Client, except for those specific uses and disclosures
set forth in section 3.2 below.
3.2 Specific Use and Disclosure Provisions
(a) Subcontractor may use Protected Health Information for the proper management and
administration of Subcontractor or to carry out the legal responsibilities of Subcontractor.
(b) Subcontractor may disclose Protected Health Information for the proper management
and administration of Subcontractor, provided that disclosures are required by law, or
Subcontractor obtains reasonable written assurances from the person to whom the
information is disclosed that it will be held confidentially and used or further disclosed
only as Required by Law, and the person notifies Subcontractor of any instances of which
it is aware in which the confidentiality or security of the information has been breached.
4. Permissible Requests by Truven Health. Truven Health shall not request or require Subcontractor to use
or disclose Protected Health Information in any manner that would not be permissible under the Privacy
Rule if done by Truven Health.
5. Term and Termination
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 58
(a) Term. The provisions of this Agreement shall take effect as of the Effective Date and shall
terminate when all of the Protected Health Information provided by Truven Health and its Clients
to Subcontractor, or created or received by Subcontractor on behalf of Truven Health, is destroyed
or returned; or if it is infeasible to return or destroy Protected Health Information, the protections
of this Agreement are extended to such information.
(b) Termination for Cause. In the event of a material breach of this Agreement by a Party, the non -
breaching Party shall provide a reasonable opportunity (which need not exceed thirty (30) days)
for the other Party to cure the breach or end the violation. If the other Party does not cure the
breach or end the violation within the period of cure, the non -breaching Party may immediately
terminate this Agreement and/or the Services Agreement; or if cure of such breach or termination
of the Services Agreement is not possible, report such breach to the Secretary. A Party need not
provide an opportunity to cure in the case of a repeated breach.
(c) Effect of Termination.
(1) Except as provided in Paragraph (2) of this Section, upon termination of this Agreement,
for any reason, Subcontractor shall (at Truven Health's option) return or destroy all
Protected Health Information received from Truven Health, or created or received by
Subcontractor on behalf of Truven Health. Subcontractor shall also secure the return of
any Protected Health Information that is in the possession of subcontractors or agents of
Subcontractor.
(2) In the event that returning or destroying the Protected Health Information is infeasible,
Subcontractor shall extend the protection of this Agreement to such Protected Health
Information, limited to those purposes that make the return or destruction infeasible, for
so long as Subcontractor maintains such Protected Health Information.
6. Miscellaneous
(a) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules or any other
statute, rule or regulation means the section as in effect or as amended, and for which compliance
is required.
(b) Compliance with Laws and Regulations. Subcontractor will ensure that Subcontractor's products
and Services provided under the Services Agreement as referenced in this Agreement are
compliant with all applicable related rules and regulations ("Legal Requirements") as are in effect
during the term hereof. Subcontractor will also ensure that it will comply with applicable Legal
Requirements in effect during the term hereof. The Parties agree to amend the Agreement as
necessary to comply with applicable Legal Requirements.
(c) Survival. The obligations of Subcontractor under Section 2(c) and Section 5(c) of this Agreement
shall survive the termination of this Agreement.
(d) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that
permits both Parties to comply with the HIPAA Privacy and Security Rules. In the event of any
inconsistency or conflict between this Agreement and any other agreement between the Parties,
the terms, provisions and conditions of this Agreement shall govern and control.
(e) Third -Party Beneficiaries. Nothing express or implied in this Agreement is intended to confer, nor
shall anything herein confer, upon any person other than the Parties and the respective successors
or assigns of the Parties, any rights, remedies, obligations or liabilities whatsoever.
Truven Health Analytics Inc., an IBM Company CONFIDENTIAL 59
(f)
Independent Contractor Status. For the purposes of this Addendum, Business Associate is an
independent contractor, and shall not be considered an agent of Truven Health.
(g) Future Amendment. Truven Health and Subcontractor agree to take such action as is necessary to
amend this Agreement and the Services Agreement from time to time as necessary for the Parties
to comply with the requirements of the HIPAA Privacy and Security Rules or any other statute, rule
or regulation, including any regulations promulgated under the HIPAA Privacy and Security Rules.
(h) Governing Law. This Agreement shall be governed by and construed in accordance with Michigan
law.
(I) Notices. Any notice required by this Agreement will be in writing and sent to the other Party by
hand delivery, by facsimile or by nationally recognized overnight courier service to the addresses
of the Parties provided below, as the same may be updated by delivery of a notice consistent with
the terms hereof. All notices will be deemed given or delivered (a) in the case of hand delivery,
when actually received, (b) in the case of overnight courier, on the next Business Day following
delivery to such courier.
If to Truven Health:
Truven Health Analytics Inc.
100 Phoenix Drive
Ann Arbor, MI 48108
Attn: Legal Department
With a copy (which will not constitute notice) to:
Truven Health Analytics Inc.
One N. Dearborn
Chicago, IL 60602
Attn: General Counsel
If to Subcontractor:
Weld County Area Agency on Aging
315 North 11th Avenue, Building C
Greeley, Colorado 80631
Attn: Mike Freeman
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.
Truven Health Analytics Inc.
By:
Name:
Title:
VP Finance
Weld County Area Agency on Aging
Name: E' 4-7 T e
Title: /7A-'7 'Lii SiO,'
Truven Health Analytics Inc , an IBM Company CONFIDENTIAL
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