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HomeMy WebLinkAbout223028 THE FAMILY CARE CONNECTION INC - CONTRACT - AGREEMENT MISC - THE FAMILY CARE CONNECTION INCSERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and The Family Care Connection, Inc., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scooe of Services. The Service Provider agrees to provide services in accordance with the Scope of Services attached hereto as Exhibit "A", consisting of three (3) pages, and incorporated herein by this reference. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within fourteen (14) days following execution of this Agreement. Services shall be completed no later than December 31, 2006. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 4. Contract Period. This Agreement shall commence January 1, 2006, and shall continue in full force and effect until December 31, 2006, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 5. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written SA January 2005 3. Business Associate may use Protected Health Information to report violations of law to appropriate Federal and State authorities, consistent with § 164.5020)(1). C. Obligations of Plan Sponsor 1. Plan Sponsor shall notify Business Associate of any restriction to the use or disclosure of Protected Health Information that the Plan Sponsor 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 Protected Health Information. 2. Plan Sponsor shall not request Business Associate to use or disclose Protected Health Information in any manner that would not be permissible under the Privacy Rule if done by Plan Sponsor. D. Termination 1. In addition to the termination provisions set forth in the Administrative Services Agreement of which this Appendix is a part, the following termination provisions are applicable: a. Upon the Plan Sponsor's knowledge of a material breach by Business Associate of this Appendix, the Plan Sponsor shall either: i. Provide an opportunity for Business Associate to cure the breach or end the violation and terminate the Administrative Services Agreement of which this Appendix is a part if Business Associate does not cure the breach or end the violation within the time specified by Plan Sponsor; or ii. Immediately terminate the Administrative Services Agreement of which this Appendix is a part if Business Associate has breached a material term of this Appendix and cure is not possible; or iii. If neither termination nor cure are feasible, the Plan Sponsor shall report the violation to the Secretary. E. Effect of Termination 1. Except as provided in paragraph (2) of this section E, upon termination of the Administrative Services Agreement of which this Appendix is a part, for any reason, Business Associate shall return or destroy all Protected Health Information received from the Plan Sponsor, or created or received by Business Associate on behalf of the Plan Sponsor. This provision shall apply to Protected Health Information that is in the possession of subService Providers or agents of Business Associate. Business Associate shall retain no copies of the Protected Health Information. 2. In the event that Business Associate determines that returning or destroying the Protected Health Information is infeasible, Business Associate shall provide to the Plan Sponsor notification of the conditions that make return or destruction infeasible. Upon the Plan Sponsor's agreement that return or destruction of Protected Health Information is infeasible, Business Associate shall extend the protections of this Appendix to such Protected Health Information and limit further uses and disclosures of such Protected Health Information to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such Protected Health Information. F. Miscellaneous 1. The Parties agree to take such action as is necessary to amend this Appendix from time to time as is necessary for Plan Sponsor to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191. Page 10 2. The respective rights and obligations of Business Associate under Section E of this Provision shall survive the termination of the Administrative Services Agreement of which this Appendix is a part. 3. Any ambiguity in this Appendix shall be resolved to permit the Plan Sponsor to comply with HIPAA. G. Security Standards 1. Business Associate agrees that it will implement policies and procedures to ensure that its creation, receipt, maintenance; or transmission of electronic protected health information ("ePHI") on behalf of Plan Sponsor complies with the applicable administrative, physical, and technical safeguards required to protect the confidentiality and integrity of ePHI under the Security Standards 45 CFR Part 164. 2. Business Associate agrees that it will ensure that agents or subService Providers agree to implement the applicable administrative, physical, and technical safeguards required to protect the confidentiality and integrity of ePHI under the Security Standards 45 CFR Part 164. 3. Business Associate agrees that it will report security violations to the Plan Sponsor. H. Definitions 1. "Protected Health Information" shall have the same meaning as the term "protected health information" in 45 CFR § 164.501, limited to the information created or received by Business Associate from or on behalf of the Plan Sponsor. 2. "Secretary" shall mean the Secretary of the Department of Health and Human Services or his designee. Page 11 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City') pursuant to this Agreement (the "Agreement'), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need - to -know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City's remedies at law for a breach of the Service Provider's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Page 12 notice to the City of such condition within fifteen (15) days from the onset of such condition. 6. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider City: With Copy to: The Family Care Connection, Inc. City of Fort Collins City of Fort Collins Attn: Wendy Tinkler Purchasing Division Human Resources 2521 Bedford Court P.O. Box 580 P.O. Box 580 Fort Collins, CO 80526 Fort Collins, CO 80522 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 7. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, for the following hourly rate of Nineteen Dollars ($19.00) per hour. 8. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 9. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation SA January 2005 2 hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 10. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 11. Acceotance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting parry, the defaulting party shall be liable to the non - defaulting parry for the non -defaulting parry's reasonable attorney fees and costs incurred because of the default. 15. Bindina Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. SA January 2005 3 16. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall maintain commercial general liability insurance in the amount of $500,000 combined single limits. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain commercial general liability insurance coverage naming the City as an additional insured under this Agreement. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance City acceptable to the City. 17. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 18. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 19. Special Provisions. Special provisions or conditions relating to the services to be SA January 2005 4 performed pursuant to this Agreement are set forth in Exhibit B, "HIPAA Health Information Privacy and Security", consisting of three (3) pages, and Exhibit C, "Confidentiality', consisting of one (1) page, attached hereto and incorporated herein by this reference. CITY OF FORT COLLINS, COLORADO a municipal corporation By: Jame B. 'Neill II, CPPO, FNIGP Direct r f Purchasing and Risk Management Date: 1 Z- 12q( / o j THE FAMILY CARE CONNECTION, INC. PRINT NAME CORPORATE PRESIDENT OR VICE PRESIDENT Date: '2.-12.�� ATTEST: (Corporate Seal) CORPORATE SECRETARY SA January 2005 5 EXHIBIT A SCOPE OF SERVICES I. Service Provider agrees to provide the following back-up, in -home care services: A. Provide in -home child and adult/senior non -medical care to City Employees according to City program guidelines as specified in Section III below. 1. Care will be available 24 hours per day, 365 days per year. 2. Care is provided for well or mildly ill individuals. 3. Care is non -medical. 4. Service Provider reserves the right to refuse service or to ask the Employee to return home in the event Service Provider determines the needs of the situation exceed the boundaries of non -medical care. B. Provide monthly billing and utilization reports to City. C. Service Provider will set certain guidelines which Employees and City must abide by regarding service including: 1. A four (4) hour minimum payment for utilization of service in any given day. 2. If Employee cancels pre -scheduled care after 8:00pm the night before care is scheduled, Service Provider will bill City for full payment, including Employee co -pay of four (4) hours of service, except as specified in Number 3 below: 3. If Employee cancels care within two (2) hours of pre -scheduled care, Service Provider will bill City for full payment, including Employee co -pay, for the total time scheduled. 4. Employee and City are responsible for the time scheduled. In the event the Employee terminates service earlier than the agreed upon time, Employee and City will be billed for the time scheduled. 5. Service Provider will bill City for Time and One Half for services provided on December 25'h, December 31 s` after 5 pm, January 1 s`, July 41h, Thanksgiving Day and Easter Sunday. 6. Pre -scheduled care over the local school district's Spring Break and Winter Holiday may not be canceled within ten (10) days of the start of service. If cancellation takes place during this time, Service Provider will bill City for full payment, including Employee co -pay, for the time scheduled if Service Provider cannot place the scheduled caregiver in another job. Every attempt will be made to re -schedule said caregiver. Page 6 7. Service Provider provides service on a first come, first served basis. Every attempt is made to provide service to every Employee that needs service. Service Provider acknowledges that there will be times that care cannot be provided due to unusual circumstances. 8. Service Provider shall orally communicate applicable guidelines to Employee at the time a call is made to Service Provider to schedule care. 9. If Service Provider's employee is asked to provide transportation for a City employee's family member, City will reimburse Service Provider at the current IRS mileage allowance for the miles driven. D. Service Provider agrees that all copays will be collected from City employees at the conclusion of service. E. Assist in communication of program to City Employees as needed. Service Provider agrees to provide brochures to Human Resources reflective of the services provided for accurate communication to all employees on an annual basis. F. Maintain records regarding Employee hourly usage and terminate service at the allotted hourly limit (as pre -determined by City and defined in Section III below). 1. Notify Employee when they are at or near 25% of their allotted time left. G. Refer only qualified caregivers to City Employees. 1. Caregivers are at least 18 years of age. 2. Caregivers are CPR and First Aid trained. 3. Service Provider conducts background checks on caregivers including criminal history, driving record check, social security number and name verification, sex offender database check, reference, employment and education verification. Service Provider agrees to inform City of any changes in this process. 4. Caregivers are experienced in the age appropriate caregiving H. Service Provider will receive and respond to any complaints from any source concerning its activities or caregivers activities under this Agreement expeditiously and professionally and will provide a written report of such complaints promptly to City and consult with City during efforts to resolve such complaints. Page 7 II. CITY OBLIGATIONS: A. City will communicate to Service Provider Employee eligibility including new hires and terminations B. City will pay the hourly subsidized difference of all billed hours accumulated by City Employee to Service Provider within 30 days of receipt of invoice from Service Provider. C. City will communicate backup care program guidelines, during its periodic benefits presentations to employees. III. CITY PROGRAM GUIDELINES A. Employees are allowed up to 100 hours of care to be provided in their home each calendar year defined as January 1 to December 31. B. If both parents are employed by City, the number of care hours is considered to be available per household, and will not exceed 100 hours as defined in Section III -A. C. The City employee copay is $4.00 (four dollars) multiplied by the number of hours of care received and is collected by Service Provider's employee at the time care is rendered. Payment is to made payable to Service Provider. D. No more than five consecutive days of care are allowed unless due to extenuating circumstances approved by City Human Resources Department. E. The need for care must be work related. It is specifically designed to allow City employees the opportunity to report to work and minimize absenteeism. Services cannot be granted for any non -work related reasons and are available on a temporary basis. 1. Your regular caregiver (including a spouse) is ill. 2. Your regular caregiver is closed due to vacation, staff enrichment, or snow days. 3. Your child or adultlelderly family member is mildly ill. 4. Your household is between regular child care arrangements. 5. There is a professional, vacation, or conference day, which has closed the school your child(ren) attend. 6. Various child or adulttelderly family members qualify for care as long as they a). Live with you and/or b.) You are the primary caregiver. This may include your children, stepchildren, foster children and grandchildren. 7. Any legitimate reason for care to be rendered that is not defined above, but potentially allows an employee to attend work requires approval by City Human Resources Department prior to service being rendered. Page 8 EXHIBIT B HIPAA HEALTH INFORMATION PRIVACY & SECURITY A. Obligations and Activities of the Business Associate (The Family Care Connection, Inc.). 1. Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required in the Administrative Services Agreement of which this Appendix is a part or as required by law. 2. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Appendix. 3. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Appendix. 4. Business Associate agrees to report to the Plan Sponsor (City of Fort Collins, Colorado) any use or disclosure of the Protected Health Information not provided for by this Appendix of which it becomes aware. 5. Business Associate agrees to ensure that any agent, including a subService Provider, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of the Plan Sponsor agrees to the same restrictions and conditions that apply through this Appendix to Business Associate with respect to such information. 6. Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, the Plan Sponsor available to the Plan Sponsor, or to the Secretary, in a time and manner or designated by the Secretary, for purposes of the Secretary determining the Plan Sponsor's compliance with the Privacy Rule. 7. Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for the Plan Sponsor to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528. 8. Business Associate agrees to provide to the Plan Sponsor or an Individual, in a reasonable time and manner, information collected in accordance with Section A.7. of this Provision, to permit Plan Sponsor to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR § 164.528. B. Permitted Uses and Disclosures by Business Associate 1. Except as otherwise limited in this Appendix, Business Associate may use or disclose Protected Health Information on behalf of, or to provide services to, the Plan Sponsor for the following purposes, if such use or disclosure of Protected Health Information would not violate the Privacy Rule if done by the Plan Sponsor or the minimum necessary policies and procedures of the Plan Sponsor: performing plan administration functions, obtaining premium bids from insurance companies or other health plans for providing insurance coverage under or on behalf of the group health plan, or modifying, amending, or terminating the group health plan. 2. Except as otherwise limited in this Appendix, Business Associate may use Protected Health Information to provide data aggregation services to the Plan Sponsor as permitted by 42 CFR § 164.504(e)(2)(i)(B). Page 9