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HomeMy WebLinkAboutAgreements/Contracts - GRIS (002)I. II. K19-209 Memorandum of Understanding for participation in the Whole Person Care Collaborative Learning Community between Grant Integrated Services and North Central Accountable Community of Health Purpose This MOU is an agreement between the North Central Accountable Community of Health hereinafter referred to as NCACH and Grant Integrated Services hereinafter referred to as the Organization to participate in the Whole Person Care Collaborative (WPCC) Learning Community hereinafter referred to as the Learning Community. It represents a description of the roles and responsibilities of each party. By clearly defining and understanding the expectations of each party, the parties have a greater potential to ensure a successful experience. The goal of the WPCC Learning Community is to improve the quality of care through partnerships and collaborations, using proven, evidence -based practices to move organizations toward patient -centered, population -based approaches to Whole Person Care. Specifically, the parties agree to work together in good faith to create an organized, community -governed Learning Community that will benefit each organization by preparing them to thrive under value -based reimbursement while improving the general health and well-being of the people of North Central Washington. The Learning Community members will implement clinical practices consistent with PCMH-A and McHAF guidelines in order to improve outcomes across substantive priorities identified in the Change Plan Template which are well aligned with the six Medicaid Transformation projects selected by our NCACH region. Through online learning sessions, in-person meetings, information sharing, and coaching, participating organizations will learn about, test, and implement practice changes in their healthcare delivery systems through tested and proven quality improvement methodologies. Term of the Memorandum This Memorandum shall be effective on the date of signing and shall continue until December 31, 2021. Organizational funding for 2021 is contingent upon Governing Board approval of WPCC funds in the 2021 NCACH budget. The Memorandum may be extended by mutual written agreement of the parties. Memorandum of Understanding—NCACH December 16, 2019 III. Responsibilities of Grant Integrated Services The Responsibilities of the Organization under this Stage 2 MOU include: A. Identifying organizational leadership to attend and participate in at least 8 monthly WPCC meetings annually. These meetings will be a key mechanism for engaging leadership in supporting change management and promoting success of practice transformation efforts. Meetings will also allow NCACH staff to respond to feedback and check and adjust processes as needed (10% of annual funding to be distributed when deliverable met.) B. Submitting an updated change plan via the web portal by December 31, 2020 using NCACH's template. NCACH expects updated change plans to build on change plans that were submitted in previous years. Fine-tuning of change plans may be based on reviewer comments, consultation with coaches, and guidance from learning activities offered during 2020. (2021 funding contingent upon submission of Change Plan) C. Submitting quarterly quantitative and qualitative reports via the portal. Quarterly reports are designed to provide a status and progress update relative to the organization's change plan for the submitting quarter. Actively testing and implementing change tactics as specified in the organization's change plan. (60% of annual funding to be distributed when deliverable met.) D. Annually presenting a quality improvement effort tied to a change plan topic at a monthly WPCC meeting or the annual symposium (10% of annual funding to be distributed when deliverable met.) E. Completing and submitting updated McHAF self-assessment scores for each participating site, annually. Organizations that completed a PCMH-A assessment as part of their Stage 1 MOU are required to complete and submit an updated PCMH-A score annually. (10% of annual funding to be distributed when deliverable met.) F. Sending organizational team(s) to a full day in-person WPCC Learning Community annual summit, a convening to promote sharing, learning and communication between all members in the NCACH region. This may involve a Plenary, Storyboards, Virtual Site visits, Breakouts and small group activities. A minimum of 2 representatives from all organizational sites involved in change plan activities are required to attend. (10% of annual funding to be distributed when deliverable met.) G. Sharing change plans and improvement activities transparently with Learning Community members to promote peer learning and spreading of successful ideas. Specifically, the Learning Community web portal is the place where organizations will post their change plans, progress reports, quality measures, and other information. Information posted there will not be available to the public, but can be viewed by all other members of the Learning Community as a way to promote information sharing and collaboration. 2 Memorandum of Understanding—NCACH December 16, 2019 In addition to the above responsibilities, organizations can choose to sign up for and participate in skill -building opportunities and learning activities. These are optional but strongly recommended, as they are designed to help organizations test and execute change ideas through PDSA cycles and technical assistance to achieve the aims and measure goals outlined in change plans. • Skill -building opportunities include individual trainings or skills -based workshops, one-time webinars and/or online learning. These will be provided at no cost to Learning Community members but do not involve payments for participation. • Learning activities involve a series of webinars and activities over the course of multiple months. Learning activities will be coordinated by NCACH with the help of consultants and may include Learning and Action Networks (LANs), Sprints, Breakthrough Series (BTS), ECHOS, or other intensive evidence -based learning activities that are aligned with the change plan and approved by NCACH. Because of the intensive engagement required of learning activities, these will involve payments for participation (as described in Section W.I.), provided organizational teams meet the following engagement expectations: Learning Activity Engagement Requirements 1. Identify interdisciplinary team(s) to participate in learning activities. Composition of the team will be dependent upon the learning activity topic but are likely to include: a senior leader, a day-to-day leader, quality improvement staff and a clinical champion who is a licensed medical professional such as an MD, RN, RD, RPh, NP, or PA, BH consultant or specialists, and/or support staff such as RN, LPN, MA, who are involved in the day to day support of clinical activities. In smaller organizations, team members may have multiple roles. 2. Have at least one representative from the team attend a minimum of 80% of the webinars over the course of the learning activity. Participation via video is expected, as it will maximize active engagement and more personal relationships to promote peer sharing. It will also help build a sense of community across our geographically -spread network of WPCC Learning Community members. Attendance will only count if at least one team member from the organization participates via video. 3. Actively participate in learning activities by dedicating staff time for clinical teams to test and implement change ideas in the workplace, as specified by the learning activity, in order to reach desired outcomes. 4. Report progress on specific learning activities through the portal. Each learning activity will have recommended aims and measures for participants to test collectively. Sharing of successes and failures regarding these tests of change will be necessary in order for all participants to benefit from the learning experience. 5. Participation in learning activities will be assessed based on attendance (via video) and submission of homework (if applicable). 3 Memorandum of Understanding—NCACH December 16, 2019 IV. Responsibilities of NCACH NCACH, with the help of its consultants, will: A. Serve as the primary liaison for Learning Community communication, promote participation in the Learning Community and follow up on issues related to the administration of the Community. Provide an on-line web portal to be used to share information, support learning activities and webinars, and submit progress reports and performance metrics and outcome data. This will involve providing a reporting structure, aggregate data analysis, and technical support to teams who need assistance using the web portal. B. Develop and release standardized quarterly reporting templates for organizations to complete via the NCACH's WPCC Learning Community portal. C. Provide Stage 2 base funding to the organization in the annual amount of $80, 000 according to the organization's 2016 Medicaid encounters and current change plan score. Base funding will be disbursed on a quarterly basis, within 90 days from completion of deliverables. This base funding is intended to help compensate the organization for needed capacity building efforts and/or the time required of team members involved in change planning and practice transformation efforts. NCACH Board approved the following fixed funding table in July 9, 2018: Annual Medicaid Encounters Maximum Base Funding > 75,000 $100,000 30,000-74,999 $80,000 10,000-29,999 $65,000 <10,000 $50,000 D. Receive and evaluate quarterly progress reports for adequacy. E. Organize and offer skill -building opportunities and learning activities (as described in Section III) to support and accelerate the practice transformation efforts of WPCC Learning Community members. F. Form and oversee a coordinated practice coaching network as needed and desired by organizations to support them in the implementation of their change plans and to promote peer -sharing across the WPCC Learning Community. Coaches will help monitor the progress of each team, providing consultation to help the team achieve their aims and improve selected measures. G. Coordinate peer sharing and support through affinity groups and periodic WPCC Learning Community meetings. This will include providing leadership, consultation, coordination, and an annual in-person convening of the WPCC Learning Community, as well as 3 quarterly virtual meetings as scheduled. These meetings will showcase collective progress, including aggregate outcome measures, and highlighting success stories across the Learning Community. H. Provide Pay for Participation funding in the amount of $10,000 per team per learning activity quarterly, provided participation expectations are met (as outlined in section III, "Learning Activity Engagement Requirements"). If learning activity extends beyond 2 quarters, payments in the amount of $10,000 will be distributed quarterly 4 Memorandum of Understanding—NCACH December 16, 2019 provided participation expectations are met. Reminder that skill -building opportunities are not eligible for this payment. V. Change in Status In the event of substantive change in the legal status, organizational structure, or fiscal reporting responsibility of the parties to this Memorandum, the parties agree to notify NCACH of the change. The parties shall provide notice as soon as practicable, but no later than 30 days after such a change takes effect. VI. Amendment of the Memorandum This Memorandum may be amended at any time by mutual written agreement of the parties. VII. Termination of the Memorandum Either party may terminate this Memorandum upon 14 days' prior written notification to the other party. VIII. Costs Unless otherwise specified within this Memorandum, any and all expenses incurred by the participants of this collaborative project are the responsibility of the participant. »1 Memorandum of Understanding—NCACH December 16, 2019 Entire Agreement This Memorandum represents all the terms and conditions agreed upon by the parties, No other understandings or representations, oral or otherwise, regarding the subject matter of this contract shall be deemed to exist or to bind any of the parties hereto. Conformance If any provision of this Memorandum violates any statute or rule of law of the State of Washington, it is considered modified to conform to that statute or rule of law. Approval This Memorandum of Understanding, consisting of 6 pages, is executed by the persons signing below, who warrant that they have the authority to execute it. Name, Title Organization Nam Address Phone Email L`xlda-Tlarle e, Executive Director North tral Accountable Community of Health 200 Valley Mall Parkway, East Wenatchee, WA 98802 (509)886-6438 linda.par1ettc0,cdhd.wa. og_v Memorandum of Understanding—NCACH December 16, 2019 tZb!-�/11 Date �z U Date C MASTER SERVICES AGREEMENT On January 9, 2017, the Centers for Medicare & Medicaid Services (CMS) approved Washington State's request for a section 1115(a) Medicaid demonstration entitled Medicaid Transformation Project demonstration (hereinafter MTP or "demonstration"). Part of this demonstration is a Delivery System Reform Incentive Payment (DSRIP) program, through which the State will make performance-based funding available to regionally -based Accountable Communities of Health (ACH) and their partnering providers. Attachment C to the Special Terms and Conditions (STCs) of the MTP Demonstration contains a DSRIP Planning Protocol. In order to assure consistent management of an accounting for the distribution of DSRIP funds across ACHs, the State has selected a Financial Executor who is responsible for administering the funding distribution plan for the DSRIP program. This MASTER SERVICES AGREEMENT (MSA) sets forth the basic agreement between an ACH and a partnering provider Participant. In addition, each ACH and Participant shall enter into a PROJECT -SPECIFIC AGREEMENT (PSA) that sets forth each party's responsibilities with respect to a specific DSRIP project submitted for approval to the Health Care Authority (HCA) as well the funding, project milestones, performance metrics, and payment schedules for that project. Article 1. Basic Roles and Responsibilities Section 1.01 Roles and Responsibilities of ACH. The ACH will have the following roles and responsibilities, in accordance with and subject to the MTP Demonstration, this Agreement, the PSAs, and applicable law. (a) Establishing and maintaining a governance and organizational structure that complies with the terms of the MTP Demonstration and the DSRIP Planning Protocol; (b) Developing and submitting a Project Plan for the approval of the Health Care Authority (HCA) that meets the requirements of the DSRIP Planning Protocol; (c) Preparing, filing and certifying progress milestones, performance metrics, and such other repoi s to HCA as are required under the Project Plan and the DSRIP Planning Protocol; and (db) Keeping partnering providers, including Participant, informed of all DSRIP related communications received by the ACH from the State and facilitating communication among the Partners regarding DSRIP matters. Section 1.02 Roles and Responsibilities of Participant. Partnering providers, including Participant, will have the following roles and responsibilities, in accordance with and subject to the MTP Demonstration, this Agreement, the PSAs, and applicable law (a) Collaborating with the ACH and other partnering providers in good faith to implement DSRIP and the Project Plan; (b) Complying with Project Plan and PSA requirements, including but not limited to timely and accurate reporting in accordance with the performance measures, project milestones, and timelines specified in the Project Plan and the PSA; and (c) Providing such other information as reasonably requested by the ACH. Section 1.03 Roles and Responsibilities of the Financial Executor. Although the Financial Executor is not a party to this MSA, the parties acknowledge that the Financial Executor has the following roles and responsibilities, in accordance with and subject to the terms and conditions of the MTP Demonstration: (a) provide accounting and banking management support for DSRIP incentive dollars; (b) distribute earned funds in a timely manner to participating providers in accordance with the state -approved finding distribution plans; (c) submit scheduled reports to HCA on the actual distribution of transformation project payments, fund balances and reconciliations; and (d) develop and distribute budget forms to participating providers for receipt of incentive funds. Article II. Distribution of DSRIP Funds: General Principles Section 2.01 Basis for Payment to Participant. Participant will receive payment of DSRIP Funds from the Financial Executor in accordance with the payment schedule set forth in the Project Plan and PSA, only if and to the extent that the ACH has achieved the project milestones and performance measures specified in the Project Plan. Any final payment decision is in the sole discretion of HCA. Section 2.02 Payments Contingent on Participant Performance. Payment of DSRIP Funds to the Participant is contingent on Participant complying with the terms of this Agreement and the PSA, including timely submission of data to the ACH to meet the ACH's reporting obligations to HCA; (ii) Participant's performance on the project milestones and performance outcomes established in the Project Plan and PSA; and (iii) such other conditions and criteria as are set forth in the Project Plan and PSA. Participant acknowledges in accordance with this section and Section 2.0 1, that it may not receive DSRIP funds, and that any such funds received may not cover all the costs or expenses related to Participant's participation in a DSRIP Project Plan. Section 2.03 Advance Payments. In the event that the Project Plan calls for advance payment of DSRIP Funds to Participant for specified purposes ("Specified Purpose Funds'l, Participant shall use those Funds only for the purposes specified, and must return any funds not so expended within 30 days of demand by the Financial Executor or the ACH. Article III. Record Retention and Auditing Section 3.01 Retention of Records. Each party shall retain all records ('Records) relating to its activities related to the DSRIP program for a period of not less than six years, or as otherwise required by applicable law and regulations. Section 3.02 Sufficiency of Records. The Records shall be sufficient to support confirmation that all data submitted by Participant to the ACH and by the ACH to HCA for any and all reports required by the ACH, HCA or CMS is accurate and complete. Section 3.03 Audit. All Records relating to the DSRIP program are subject at all reasonable times to inspection, review, or audit by HCA and other state and federal officials so authorized by law, rule, regulation, or agreement. Article W. Data Sharing and Privacy Section 4.01 Business Associate Agreement. The parties agree that in order to implement a Project Plan, they may need to exchange protected health information (PHI). PHI will be shared only in accordance with all federal and state laws, rules, regulations and agency guidelines applicable to the privacy and security ofhealth information, including without limitation, the Health Insurance Portability and Accountability Act of 1996 and its related regulations ("HIPAA'), as modified or amended from time to time. [consider whether to have them execute a standard agreement]. Section 4.02 Sharing Confidential Information. The parties acknowledge that, in addition to sharing PHI in accordance with the terms of the Business Associate Agreement, they may need to share other Confidential Information. "Confidential Information" means information of a Party, regardless of the form or media in which it is disclosed, which is identified in writing or other manner as confidential, restricted, or proprietary. The parties shall share Confidential Information in accordance with this Article IV. Section 4.03 Obligations of Confidentiality and Restrictions on Use. A Party receiving Confidential Information from the other Party (the "Receiving Party's shall not: (a) use the Confidential Information of the Party making the disclosure (the "Disclosing Party'), except as necessary to perform its obligations or exercise its rights under this MSA or to carry out the Project Plan or DSRIP Requirements; or (b) disclose or otherwise allow access to the Confidential Information of the Disclosing Party to a third party, except as permitted in this Seciton. The Receiving Party shall protect the Confidential Information of the Disclosing Party with at least the same level of care as it protects its own Confidential Information of similar nature, but not less than a reasonable level of care. Section 4.04 Disclosure of Confidential Information to Representatives. The Receiving Party may disclose the Disclosing Party's Confidential Information to the Receiving Party's officers, directors, employees, professional advisors, and other agents and representatives to the extent such disclosure is necessary for the performance of their obligations under this Agreement; provided, however, that the Receiving Party shall cause such Confidential Information to be held in confidence by any such recipient. Section 4.05 Compelled Disclosure. If a Receiving Party is requested by a court or state or federal regulatory body to disclose Confidential Information in any legal or administrative proceeding or determines that a disclosure is affirmatively required by applicable laws, the Receiving Party shall promptly notify the Disclosing Party of such request or determination so that the Disclosing Party may take, at its expense, such steps as are necessary to protect the Confidential Information If the Receiving Party is thereafter required to disclose the Confidential Information to the court or regulatory body compelling such disclosure or to which such disclosure is required to be made, only the part of such Confidential Information as is required by applicable laws shall be disclosed. Section 4.06 Exceptions. The obligations of confidentiality and restrictions on use as set forth in this Agreement shall not apply to any Confidential Information that: (a) is in the public domain or is otherwise publicly known, without any breach hereof, (b) was previously known prior to disclosure by the Disclosing Parry hereunder to the Receiving Party free of any obligation to keep it confidential; (c) was rightfully received by the Receiving Party from a third party whose disclosure would not violate a confidentiality obligation owed by such third party to the Disclosing Party and which disclosure was not in breach of the Agreement; (d) was subsequently and independently developed by the Receiving Party without reference to such Confidential Information disclosed under the Agreement; or (e) was expressly approved for release by written authorization of the Disclosing Parry. Section 4.07 Obligations Upon Termination. Upon expiration or termination of this Agreement for any reason, each Party shall promptly return, or destroy in a secure manner, any Confidential Information of the other Party and shall retain no copies thereof, except as required by law or to verify or document performance under this Agreement for audit purposes and to enforce its rights and defend itself from any claims or causes of action related to this Agreement or the other Party. Each Party shall extend the protections of this Agreement to arry Confidential Information retained pursuant to this section and limit further uses and disclosures to those purposes permitted by this section. Article V. Dispute Resolution Section 5.01 Informal Dispute Resolution. The parties will use their best, good faith efforts to cooperatively resolve disputes and problems that arise in connection with the Project Plan, this MSA and any applicable PSA. The parties will attempt to resolve their dispute first through an informal dispute resolution process. One party will send a notice to the other party containing a detailed description of the issue under dispute, the good faith basis for the dispute, and a proposed resolution. Within fifteen days of receiving the notice, the disputing parties will meet at a mutually agreeable location or will hold a conference call to attempt to resolve the dispute. Both parties will continue without delay to carry out their respective responsibilities under these Agreements while attempting to resolve any dispute. Article VI. Representations and Warranties Section 6.01 Each party represents and warrants that it is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded in arty Washington State or Federal department or agency from participating in transactions (debarred). Participant must immediately notify [the ACH? HCA? the Executor?] if; doming the term of this MSA, Participant becomes debarred. Section 6.02 Each party represents and warrants that it is in compliance with, and will at all times hereafter comply with, all local, state, and federal licensing, accreditation and registration requirements and standards necessary for the performance of the Project Plan. Section 6.03 Each party represents and warrants that it has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein, and to perform its obligations in accordance with the terms of this MSA. Article VII. Miscellaneous Section 7.01 Independent Contractor. ACH and Participant understand and agree that the Parties intend to act and perform their respective obligations under this Agreement and any accompanying PSA as independent contractors and that neither is an employee, partner, orjoint venture of the other. Section 7.02 Required Insurance. Each Party shall, at its own cost and expense, have in effect insurance coverage of such amounts and types usually maintained by entities such as the Parties, including but not limited to comprehensive general liability insurance, workers compensation, and errors and omissions coverage. Article VIII. Term and Termination Section 8.01 Term. This Agreement shall terminate on December 31, 2021, unless terminated earlier in accordance with the provisions of this Article. Section 8.02 Termination by Participant. Participant may terminate the Agreement on 30 days' written notice to the ACH. Participant may also terminate this Agreement by delivering written notice to ACH at least ninety (90) days before the end of any DSRIP Year (i.e., at least 90 days before December 31 st of each year). In such event, termination in accordance with this Article shall take effect at the end of the DSRIP year in which notice is provided, or earlier upon the written agreement of the Parties. Participant may terminate this Agreement immediately upon written notice to the ACH if DOH withdraws its approval for the ACH to participate in DSRIP. Section 8.03 Termination by ACK ACH may terminate this Agreement in the event that Participant breaches a material term of this MSA, any relevant PSA, or the Project Plan and fails to cure such breach within thirty (30) days after receiving written notice from ACH regarding the breach (or such other longer cure period as ACH deems reasonable under the circumstances). In addition, ACH may terminate this Agreement upon twenty-four (24) hours' written notice to Participant ifany license, certification or government approval of Participant material to its performance under this Agreement is suspended, terminated, revoked, or surrendered. Section 8.04 Termination for Exclusion. Either Party may terminate this Agreement immediately if the other Party or any of its employees, agents or contractors are excluded from the Medicare or Medicaid program or any other federal or state health care program and, where the exclusion applies to the Party's employees, agents or contractors, the Party fails to terminate such employees, agents or contractors within five (5) business days of becoming aware of the exclusion Section 8.05 Effect and Process in the Event of Termination. In the event of termination of this Agreement for any reason: (i) the Parties shall work together to assure that there is no interruption in needed services to members of the ACH patient population and Participant's patients and (ii) Participant shall return any unexpended Specified Purpose Funds provided by ACH to Participant. Specified Purpose Funds that were expended by Participant as of the date of termination and DSRIP Funds provided to Participant as a bonus payment for past performance shall not be subject to return by Participant. Section 8.06 Termination for Uncured Breach. Either Party may terminate this Agreement upon the other Party's material breach of its obligations hereunder, which breach is uncured for a period of thirty (30) days after the non- breaching Party has given the breaching Party notice of that breach and requested that the breaching Party cure that breach; provided that no opportunity to cure shall be provided and termination shall be immediate in the event of (a) a breach that cannot reasonably be cured within thirty (30) days, (b) repeated breaches of the same obligation or (c) a breach that would expose the nor breaching Party to civil or criminal liability or would otherwise cause a violation of applicable laws, rules, regulations or accreditation standards applicable to a non -breaching Party. Termination of this Participation Agreement by either Party shall automatically terminate Participant's participation in any Project under this agreement