OTHER CONTRACTUAL TERMS. 1. This Contract, which includes and incorporates the State Standard Contract Form and the Commonwealth Terms and Conditions (in that order of precedence), contain the entire Contract and understanding between DPH and Contractor. There are no additional promises or terms other than as contained in this Contract. 2. The parties agree to negotiate in good faith to cure any omissions, ambiguities, or manifest errors herein. By mutual Contract, or if such amendment is necessary to comply with applicable laws, the parties may amend this Contract where such amendment does not violate state or federal statutory, regulatory provisions, provided that such amendment is in writing, signed by both parties, and attached hereto. 3. Notices to the parties as to any matter hereunder will be sufficient if given in writing to the following addresses (or successors as designated by the parties): ▇▇▇▇ ▇▇▇▇ Deputy Director, Bureau of Infectious Disease and Laboratory Sciences Department of Public Health ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ Copy to Counsel: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Acting General Counsel Department of Public Health ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Stas Gayshan General Counsel CIC Health, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 4. If any clause or provision of this Contract is in conflict with any state or federal law or regulation, as such laws and regulations apply and are in effect during the State of Emergency, that clause or provision shall be null and void and any such invalidity shall not affect the validity of the remainder of this Contract. 5. This Contract shall expire December 31, 2021. At the option of DPH, the Contract may be extended for up to 18 additional months in any increment of time. The Contract may also be extended for any reasonable time period DPH determines necessary to complete a subsequent procurement. 6. Contractor may utilize subcontractors to perform its obligations under this contract. Contractor is fully responsible for the performance of its subcontractors. Subcontracts will not relieve or discharge Contractor from any duty, obligation, responsibility or liability arising under this Contract. All subcontracts and other agreements or arrangements for reimbursement will be in writing and will contain terms consistent with all terms and conditions of the Contract. The use of subcontractors shall not cause any additional administrative burden on DPH as a result of the use of multiple entities. 7. DPH shall have the option at its sole discretion to modify, increase, reduce or terminate any activity related to this Contract whenever, in the judgment of DPH, the goals of the project have been modified or altered in a way that necessitates such changes. In the event that the scope of work or portion thereof must be changed, DPH shall provide written notice of such action to the Contractor and the parties shall negotiate in good faith to implement any such changes proposed by DPH. 8. DPH additionally reserves the right, at its sole discretion, to amend the Contract to implement state or federal statutory or regulatory requirements, judicial orders, settlement agreements, or any state or federal initiatives or changes affecting DPH or the Contract. DPH shall provide written notice of such action to the Contractor and the parties shall negotiate in good faith to implement any such changes proposed by DPH 9. Contractor shall notify DPH in writing within ten (10) calendar days if it or, where applicable, any of its subcontractors receive or identify any information that gives them reason to suspect that a MassHealth member or provider has engaged in fraud as defined under 42 CFR 455.2. In the event of suspected fraud, no further contact shall be initiated with the member or provider on that specific matter without DPH’ approval. 10. Contractor and, where applicable, its subcontractors shall cooperate fully with the Office of the Attorney General’s Medicaid Fraud Division (MFD) and the Office of the State Auditor’s Bureau of Special Investigations (BSI). Such cooperation shall include, but not be limited to, providing at no charge, prompt access and copies of any documents and other available information determined necessary by such agencies to carry out their responsibilities regarding Medicaid fraud and abuse, maintaining the confidentiality of any such investigations, and making knowledgeable staff available at no charge to support any investigation, court, or administrative proceeding. 11. Contractor agrees to comply with applicable state and federal laws governing privacy and security of personally identifiable information, and to so obligate its subcontractors. The Parties agree to separately execute an appropriate confidentiality agreement, including a Business Associate Agreement if necessary to comply with HIPAA Rules at 45 CFR Parts 160, 162 and 164. The Contractor shall promptly execute and comply with any amendment to this Contract that DPH determines is necessary to ensure compliance with all applicable statutes, orders, and regulations promulgated by any federal, state, municipal, agreements, or other governmental authority pertaining to the privacy or security of personally identifiable information. 12. DPH and Contractor agree that Contractor may ▇▇▇▇ DPH for pre-approved reasonably incurred actual costs incurred within 7 days of pausing or stopping operations at an Authorized Site when requested by DPH in order to transition to a new Authorized Site. All such costs must pre-approved in writing and billed to DPH within 30 days immediately following the shutdown of an Authorized Site, as measured from the last day of vaccine administration at the Authorized Site. Estimated Approved Overhead and Equipment Costs for Authorized Site at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇: DPH will reimburse the Contractor for the actual cost of approved overhead and equipment that are incurred by the Contractor, including start-up expenses, to operate each Authorized Site and perform the Authorized Services under this Agreement. An estimate of such approved costs is set forth below. For each week, actual costs billed by the Contractor shall not exceed the maximum weekly billable amount, calculated by multiplying the Maximum Approved Cost per Vaccination by the actual number of vaccinations performed and reported in MIIS in the respective week, based on the Average Daily Vaccinations in a Given Week as specified in the below table. 0-6,500 $13.40 6,501-7,500 $12.69 7,501+ $11.22 Reimbursement to the Contractor shall be for actual costs, which shall not exceed the maximum costs set forth above. An estimate of the breakdown of the Maximum Approved Cost per Vaccination is reflected below: Site Operations & Management Team $2.50 $2.32 $1.97 Facilities & Infrastructure (Rent, Security, Cleaning, Utilities, etc.) $3.08 $2.86 $2.43 Customer Support (Call Center, Phonebank Outreach/Dispatchers) $2.58 $2.58 $2.51 Site Translation Services (Interpreters, ASL Interpreters) $0.54 $0.50 $0.43 Equipment – Rental (Hazardous Waste, Medical Equipment) $0.26 $0.26 $0.26 Marketing $0.26 $0.26 $0.26 ▇▇▇▇ Service Charge $4.18 $3.90 $3.37 Additionally, Contractor may ▇▇▇▇ for allowable Community Outreach & Engagement services and Transportation, up to the maximum Estimated Weekly Approved Costs below: Community Outreach & Engagement $2,000 Transportation Program Integrity & Billing Management As agreed to by DPH & the Contractor in writing
Appears in 1 contract
OTHER CONTRACTUAL TERMS. 1. This Contract, which includes and incorporates the State Standard Contract Form and the Commonwealth Terms and Conditions (in that order of precedence), contain the entire Contract and understanding between DPH and Contractor. There are no additional promises or terms other than as contained in this Contract.
2. The parties agree to negotiate in good faith to cure any omissions, ambiguities, or manifest errors herein. By mutual Contract, or if such amendment is necessary to comply with applicable laws, the parties may amend this Contract where such amendment does not violate state or federal statutory, regulatory provisions, provided that such amendment is in writing, signed by both parties, and attached hereto.
3. Notices to the parties as to any matter hereunder will be sufficient if given in writing to the following addresses (or successors as designated by the parties): ▇▇▇▇ ▇▇▇▇ Deputy Director, Director Bureau of Infectious Disease and Laboratory Sciences Department of Public Health ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ Copy to Counsel: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Acting General Counsel Department of Public Health ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Stas Gayshan General Counsel CIC Health, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇@▇▇▇-▇▇▇▇▇▇.▇▇▇
4. If any clause or provision of this Contract is in conflict with any state or federal law or regulation, as such laws and regulations apply and are in effect during the State of Emergency, that clause or provision shall be null and void and any such invalidity shall not affect the validity of the remainder of this Contract.
5. This Contract shall expire December 31, 2021. At the option of DPH, the Contract may be extended for up to 18 additional months in any increment of time. The Contract may also be extended for any reasonable time period DPH determines necessary to complete a subsequent procurement.
6. Contractor may utilize subcontractors to perform its obligations under this contract. Contractor is fully responsible for the performance of its subcontractors. Subcontracts will not relieve or discharge Contractor from any duty, obligation, responsibility or liability arising under this Contract. All subcontracts and other agreements or arrangements for reimbursement will be in writing and will contain terms consistent with all terms and conditions of the Contract. The use of subcontractors shall not cause any additional administrative burden on DPH as a result of the use of multiple entities.
7. DPH shall have the option at its sole discretion to modify, increase, reduce or terminate any activity related to this Contract whenever, in the judgment of DPH, the goals of the project have been modified or altered in a way that necessitates such changes. In the event that the scope of work or portion thereof must be changed, DPH shall provide written notice of such action to the Contractor and the parties shall negotiate in good faith to implement any such changes proposed by DPH.
8. DPH additionally reserves the right, at its sole discretion, to amend the Contract to implement state or federal statutory or regulatory requirements, judicial orders, settlement agreements, or any state or federal initiatives or changes affecting DPH or the Contract. DPH shall provide written notice of such action to the Contractor and the parties shall negotiate in good faith to implement any such changes proposed by DPH
9. Contractor shall notify DPH in writing within ten (10) calendar days if it or, where applicable, any of its subcontractors receive or identify any information that gives them reason to suspect that a MassHealth member or provider has engaged in fraud as defined under 42 CFR 455.2. In the event of suspected fraud, no further contact shall be initiated with the member or provider on that specific matter without DPH’ approval.
10. Contractor and, where applicable, its subcontractors shall cooperate fully with the Office of the Attorney General’s Medicaid Fraud Division (MFD) and the Office of the State Auditor’s Bureau of Special Investigations (BSI). Such cooperation shall include, but not be limited to, providing at no charge, prompt access and copies of any documents and other available information determined necessary by such agencies to carry out their responsibilities regarding Medicaid fraud and abuse, maintaining the confidentiality of any such investigations, and making knowledgeable staff available at no charge to support any investigation, court, or administrative proceeding.
11. Contractor agrees to comply with applicable state and federal laws governing privacy and security of personally identifiable information, and to so obligate its subcontractors. The Parties agree to separately execute an appropriate confidentiality agreement, including a Business Associate Agreement if necessary to comply with HIPAA Rules at 45 CFR Parts 160, 162 and 164. The Contractor shall promptly execute and comply with any amendment to this Contract that DPH determines is necessary to ensure compliance with all applicable statutes, orders, and regulations promulgated by any federal, state, municipal, agreements, or other governmental authority pertaining to the privacy or security of personally identifiable information.
12. DPH and Contractor agree that Contractor may ▇▇▇▇ DPH for pre-approved reasonably incurred actual costs incurred within 7 days of pausing or stopping operations at an Authorized Site when requested by DPH in order to transition to a new Authorized Site. All such costs must pre-approved in writing and billed to DPH within 30 days immediately following the shutdown of an Authorized Site, as measured from the last day of vaccine administration at the Authorized Site. Estimated Approved Overhead and Equipment Costs for Authorized Site at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇: DPH will reimburse the Contractor for the actual cost of approved overhead and equipment that are incurred by the Contractor, including start-up expenses, to operate each Authorized Site and perform the Authorized Services under this Agreement. An estimate of such approved costs is set forth below. For each week, actual costs billed by the Contractor shall not exceed the maximum weekly billable amount, calculated by multiplying the Maximum Approved Cost per Vaccination by the actual number of vaccinations performed and reported in MIIS in the respective week, based on the Average Daily Vaccinations in a Given Week as specified in the below table. 0-6,500 $13.40 6,501-7,500 $12.69 7,501+ $11.22 Reimbursement to the Contractor shall be for actual costs, which shall not exceed the maximum costs set forth above. An estimate of the breakdown of the Maximum Approved Cost per Vaccination is reflected below: Site Operations & Management Team $2.50 $2.32 $1.97 Facilities & Infrastructure (Rent, Security, Cleaning, Utilities, etc.) $3.08 $2.86 $2.43 Customer Support (Call Center, Phonebank Outreach/Dispatchers) $2.58 $2.58 $2.51 Site Translation Services (Interpreters, ASL Interpreters) $0.54 $0.50 $0.43 Equipment – Rental (Hazardous Waste, Medical Equipment) $0.26 $0.26 $0.26 Marketing $0.26 $0.26 $0.26 ▇▇▇▇ Service Charge $4.18 $3.90 $3.37 Additionally, Contractor may ▇▇▇▇ for allowable Community Outreach & Engagement services and Transportation, up to the maximum Estimated Weekly Approved Costs below: Community Outreach & Engagement $2,000 Transportation Program Integrity & Billing Management As agreed to by DPH & the Contractor in writing
Appears in 1 contract
Sources: Mass Vaccination Site Contract
OTHER CONTRACTUAL TERMS. 1. This Contract, which includes and incorporates the State Standard Contract Form and the Commonwealth Terms and Conditions (in that order of precedence), contain the entire Contract and understanding between DPH and Contractor. There are no additional promises or terms other than as contained in this Contract.
2. The parties agree to negotiate in good faith to cure any omissions, ambiguities, or manifest errors herein. By mutual Contract, or if such amendment is necessary to comply with applicable laws, the parties may amend this Contract where Contractwhere such amendment does not violate state or federal statutory, regulatory provisions, provided that such amendment is in writing, signed by both parties, and attached hereto.
3. Notices to the parties as to any matter hereunder will be sufficient if given in writing to the following addresses (or successors as designated by the parties): ▇▇▇▇ ▇▇▇▇ Deputy Director, Bureau of Infectious Disease and Laboratory Sciences Department of Public Health ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇.▇▇▇▇@▇▇▇▇.▇▇▇ Copy to Counsel: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Acting General Counsel Department of Public Health ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ Stas Gayshan General Counsel CIC Health, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
4. If any clause or provision of this Contract is in conflict with any state or federal law or regulation, as such laws and regulations apply and are in effect during the State of Emergency, that clause or provision shall be null and void and any such invalidity shall not affect the validity of the remainder of this Contract.
5. This Contract shall expire December 31, 2021. At the option of DPH, the Contract may be extended for up to 18 additional months in any increment of time. The Contract may also be extended for any reasonable time period DPH determines necessary to complete a subsequent procurement.
6. Contractor may utilize subcontractors to perform its obligations under this contractContract. Contractor is fully responsible for the performance of its subcontractors. Subcontracts will not relieve or discharge Contractor from any duty, obligation, responsibility or liability arising under this Contract. All subcontracts and other agreements or arrangements for reimbursement will be in writing and will contain terms consistent with all terms and conditions of the Contract. The use of subcontractors shall not cause any additional administrative burden on DPH as a result of the use of multiple entities.
7. DPH Either Party shall have the option at its sole discretion to modify, increase, reduce or terminate any activity related to this Contract whenever, in the its judgment of DPH, the goals of the project have been modified or altered in a way that necessitates such changes. In the event that the scope of work or portion thereof must be changed, DPH the affected Party shall provide written notice of such action to the Contractor other and the parties shall negotiate in good faith to implement any such changes proposed by DPHproposed.
8. DPH additionally reserves the right, at its sole discretion, to amend the Contract to implement state or federal statutory or regulatory requirements, judicial orders, settlement agreements, or any state or federal initiatives or changes affecting DPH or the Contract. DPH shall provide written notice of such action to the Contractor and the parties shall negotiate in good faith to implement any such changes proposed by DPH
9. Contractor shall notify DPH in writing within ten (10) calendar days if it or, where applicable, any of its subcontractors receive or identify any information that gives them reason to suspect that a MassHealth member or provider has engaged in fraud as defined under 42 CFR 455.2. In the event of suspected fraud, no further contact shall be initiated with the member or provider on that specific matter without DPH’ approval.
10. Contractor and, where applicable, its subcontractors shall cooperate fully with the Office of the Attorney General’s Medicaid Fraud Division (MFD) and the Office of the State Auditor’s Bureau of Special Investigations (BSI). Such cooperation shall include, but not be limited to, providing at no chargecharge upon reasonable notice, prompt access and copies of copiesof any documents and other available information determined necessary by such agencies to carry out their responsibilities regarding Medicaid fraud and abuse, maintaining the confidentiality of any such investigations, and making knowledgeable staff available at no charge to support any investigation, court, or administrative proceeding.
11. Contractor agrees to comply with applicable state and federal laws governing privacy and security of personally identifiable information, and to so obligate its subcontractors. The Parties agree By executing this Contract, and to separately execute an appropriate confidentiality agreementmemorialize compliance for permitted disclosures of Protected Health Information under HIPAA, including disclosures for Treatment, Payment, and Health Care Operations purposes, Contractor certifies that: (i) Contractor is a Covered Entity; or (ii) Contractor is a Business Associate Agreement if necessary of another Covered Entity relevant to comply this Contract, (iii) or otherwise complaint with HIPAA Rules at 45 CFR Parts 160for such disclosures. If the Contractor cannot satisfy any of the aforementioned HIPAA certifications, 162 the Contractor shall provide immediate notice to DPH prior to providing services under this Contract, and 164. The Contractor shall promptly execute and comply with any amendment to this Contract that DPH determines is necessary to ensure compliance with all applicable statutes, orders, and regulations promulgated by any federal, state, municipal, agreements, or other governmental authority pertaining to the privacy or security of personally identifiable information.
12. DPH and Contractor agree that Contractor For the avoidance of doubt, such amendments may ▇▇▇▇ DPH for pre-approved reasonably incurred actual costs incurred within 7 days of pausing or stopping operations at an Authorized Site when requested by DPH require compliance with obligations in order addition to transition those applicable to a new Authorized SiteBusiness Associate under HIPAA. All such costs must pre-approved Such capitalized terms, not defined in writing this Contract, shall be construed in a manner consistent with HIPAA Rules at 45 CFR Parts 160, 162 and billed to DPH within 30 days immediately following the shutdown of an Authorized Site, as measured from the last day of vaccine administration at the Authorized Site164. Estimated Approved Overhead and Equipment Costs for Authorized Site at ▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇: Site Services Security services 2 security guards Weekly $17,472 Traffic control Hours: 8:00-6:00 Weekly $3,460 Estimated Approved Costs for Authorized Site at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇: Site Services Security services 2 security guards Weekly $17,472 Estimated Approved Costs for Additional other Authorized Sites may be added by amending this Exhibit and with the mutual agreement of DPH will reimburse the Contractor for the actual cost of approved overhead and equipment that are incurred by the Contractor, including start-up expenses, to operate each Authorized Site and perform the Authorized Services under this Agreement. An estimate of such approved costs is set forth below. For each week, actual costs billed by the Contractor shall not exceed the maximum weekly billable amount, calculated by multiplying the Maximum Approved Cost per Vaccination by the actual number of vaccinations performed and reported in MIIS in the respective week, based on the Average Daily Vaccinations in a Given Week as specified in the below table. 0-6,500 $13.40 6,501-7,500 $12.69 7,501+ $11.22 Reimbursement to the Contractor shall be for actual costs, which shall not exceed the maximum costs set forth above. An estimate of the breakdown of the Maximum Approved Cost per Vaccination is reflected below: Site Operations & Management Team $2.50 $2.32 $1.97 Facilities & Infrastructure (Rent, Security, Cleaning, Utilities, etc.) $3.08 $2.86 $2.43 Customer Support (Call Center, Phonebank Outreach/Dispatchers) $2.58 $2.58 $2.51 Site Translation Services (Interpreters, ASL Interpreters) $0.54 $0.50 $0.43 Equipment – Rental (Hazardous Waste, Medical Equipment) $0.26 $0.26 $0.26 Marketing $0.26 $0.26 $0.26 ▇▇▇▇ Service Charge $4.18 $3.90 $3.37 Additionally, Contractor may ▇▇▇▇ for allowable Community Outreach & Engagement services and Transportation, up to the maximum Estimated Weekly Approved Costs below: Community Outreach & Engagement $2,000 Transportation Program Integrity & Billing Management As agreed to by DPH & the Contractor in writing
Appears in 1 contract
Sources: Mass Vaccination Site Contract