HomeMy WebLinkAboutResolutions - 1996.10.10 - 24892PUBLIC SERVICES MMITTEE
MISCELLANEOUS RESOLUTION #96233
BY: Public Services Committee - Shelley Taub, Chairperson
RE: Community Mental Health-Approval of Community Mental Health Agency Net
Cost Purchase of Service Contract with Macomb Oakland Regional Center,
Inc.(MORC)
To: the Oakland County Board of Commissioners
Chairperson, Ladies and gentlemen:
WHEREAS the Oakland County Board of Commissioners approved on February
15, 1996 an intent to contract with Macomb Oakland Regional Center (MORC),
Inc. for Oakland County Community Mental Health Services; and
WHEREAS the Michigan Department of Community Health and MORC, Inc., as
well as the Community Mental Health Boards of Macomb, Detroit-Wayne and
Oakland have continued program planning, financial analysis, and negotiations
towards the privatization of MORC, Inc. effective September 28, 1996; and
WHEREAS the Detroit-Wayne Community Mental Health Board will provide
transitional funding for start up costs through September 30, 1996; and
WHEREAS MORC, Inc. consumers and the associated costs for Oakland County
have been identified; and
WHEREAS the services to be purchased include residential, day program,
case management and affiliated clinical and community mental health services
for adults and children with mental illness, developmental disabilities or
severe emotional impairments; and
WHEREAS the terms and conditions of this contract have been agreed to by
MORC, Inc., and
WHEREAS the necessary Oakland County Community Mental personnel
positions to manage this contract have been approved by the Oakland County
Community Mental Health Board and the Oakland County Board of Commissioners;
and
WHEREAS the associated costs and revenue targets for this contract have
been established and agreed to; and
WHEREAS the term of this contract shall be October 1, 1996 through
September 30, 1997; and
WHEREAS the services of Plante & Moran, as approved by the Oakland
County Board of Commissioners, will continue to provide consulting assistance
in the oversight of this contract during the initial months; and
WHEREAS given the unique capacity and expertise of MORC, Inc., the need
to provide continuity for the significant number of consumers served, and the
privatization from a state agency to a private-for-profit agency that will
largely employ most of the same highly trained staff, the Purchasing
procedures of Oakland County do support justification of sole source of this
contract at this time; and
WHEREAS the Oakland County Community Mental Health Board has approved
this contract and authorized its Chairperson to execute this contract; and
WHEREAS the attached contract terms include a not to exceed budget and
the volume of services to be provided to consumers.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of
Commissioners does hereby approve this contract between MORC, Inc. and the
Oakland County Community Mental Health Board, and authorizes execution of this
contract by signature of the Chairperson of the Community Mental Health Board.
t
Chairperson, on behalf of the Public Serv . es Committee, I he
adoption of the foregoing resolution.
10/1
OAKLAND COUNTY
COMMUNITY MENTAL HEALTH SERVICES BOARD
MACOMB-OAKLAND REGIONAL CENTER, INC.
CONTRACT
Contract Expiration Date: SEPTEMBER 30, 1997
Contract - NOT TO EXCEED AMOUNT $60,909,124.00
This OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICFS Riba
REGIONAL CENTER. INC.. CONTRACT, including Attachment A and Attachment B, as defined and
incorporated herein (hereafter collectively this "Contract"), is made and entered into by and between the
OAKLAND COUNTY COMMUNITY ki k • wi • ± D (a statutory agency of the
County of Oakland, and as further defined herein, the "County"), whose address is 1200 N. Telegraph
Road, Pontiac, MI 48341-0047 (hereafter, and as further defined herein, the "Board"), and the MACOMB-
OAKLANUREGIONAL CENTER. INC, a Michigan nonprofit corporation, whose address is 16200
Nineteen Mile Road, Clinton Township, MI 48038-1103, Michigan Corporation Identification Number
755716, (hereafter, and as further defined herein, the "Provider"). As used throughout this Contract, the
Board and/or the Provider may also be referred to individually as a "Party" or together as the "Parties."
RECITALS
A. Pursuant to the provisions of Act NO. 258 of the Public Acts of 1974, as amended, being Section
330.1001, et seq., of the Michigan Compiled Laws (commonly known as the Michigan "Mental
Health Code"), and in accordance with the rules, regulations, guidelines and standards issued
pursuant to the Mental Health Code by the Michigan Department of Community Health
(hereinafter "DCH"), the Board is the body designated by the State of Michigan and the County to
plan, develop and provide for the delivery of quality mental health services in the County with
funding provided by federal, state and local sources.
B. Pursuant to the provisions of the DCH Full Management Contract, as defined herein, 228 of the
Mental Health Code, the Board is authorized to enter into contracts with other parties for the
provision of mental health services.
C. Provider is a provider of certain mental health services. The Board is willing to purchase, and the
Provider is willing to provide, mental health services, under the terms and conditions set forth in
this Contract.
NOW THEREFORE, in consideration of the mutual promises, obligations, representations, assurances,
and agreements in this Contract, both the Board and the Provider agree to be bound by the terms and
conditions in this Contract.
1 PURPOSE. The purpose of this Contract is to provide financial support, subject to any federal
and State law and/or funding limitations, through the Board to the Provider for the delivery of
mental heath treatment and care Services by the Provider for Board authorized and designated
Recipients that the Board places with the Provider. This Contract is to provide mental health
services to Board Recipients, as defined herein, i.e., persons who are developmentally disabled,
adults with serious mental illness and/or children who are severely emotionally impaired.
MORCCONT WPC
<
2 CONTRACT TERM. The term of this Contract begins October 1 1996, and, unless otherwise
terminated earlier as provided for in Attachment B, or amended and continued on a month-to-
month basis as provided for in this section, ends at 11:59:59 P.M. on the "Contract Expiration
Date," shown on the first page of this Contract, at which time this Contract expires without any
further act or notice of either Party being required. Except as otherwise expressly provided for
herein, this Contract and/or any proposed amendments to this Contract shall not be effective or
binding, and no payments shall be due or made to Provider for any Provider Services until and
unless:
2.1 Any and all required Provider Certificates of Insurance, for such Provider purchased
insurances as required in Attachment B to this Contract, have been delivered to the Board
and/or its Agents as provided herein.
2.2 ThisCsAtract, and/or any subsequent amendment, is signed by the Chairperson
Oakland County Cozcanunity-Mentai.-14ealtri_aeciicesligard, as provided for
on the signature page of this Contract. The Director shall be the final signatory to this
Contract and/or any amendment thereto.
2.3 Except as otherwise expressly provided for in this section, the Parties are under no
obligation to renew or extend this Contract after Contract Expiration Date.
2.4 The Parties agree that in the event that: (1) a new written agreement for Provider's
Services beyond the Contract Expiration Date is not in place and/or completely finalized
for any reason (including the intent of either Party not to continue any long-term
contractual arrangement) on or before the above Contract Expiration Date; and (2) any
Board placed Recipient continues to be in Provider's care and continues to receive those
same Provider's Services established and delivered to that Recipient pursuant to this
Contract during its original term, then the Parties shall be deemed to have mutually
agreed to have amended the Contract Expiration Date shown in this Contract and have
agreed to continue this Contract "automatically" without the requirement of any additional
writing, on a month-to-month basis after that, as follows:
2.4.1 The "Contract Expiration Date" shown in this Contract shall be deemed by the
Parties to have been "automatically" amended and this Contract continued, as
provided in the prior subsection, to a new ending date (i.e., the "New Expiration
Date"), which shall be the last calendar Day of the calendar month immediately
following the "Contract Expiration Date" shown in this Contract. If at the end of
this first calendar month (i.e., the "New Expiration Date") and/or any subsequent
calendar month thereafter, the same two conditions described in the prior
subsection continue to be present, the Parties shall be deemed to have mutually
agreed to again amend and continue this Contract "automatically" for yet one
additional calendar month with an again revised "New Expiration Date", which
shall be the last calendar Day of the calendar month immediately following the
prior Contract end date, and so on again each calendar month thereafter until and
unless:
2.4.1.1 The Board permanently removes all Recipients from Provider's care
and/or Services under this Contract.
2.4.1.2 A new written agreement for Provider's Services has been completed
between the Parties.
OAKLANO_COUNTY COMMUNITY MENTAL HEALTUgRVICES BOARD - MACOMB-OAKLWD REGIONAL CENTER INC. CONTRACT
PAGE 2
MORCCONT WPD
2.4.1.3 Either Party notifies the other, as provided for in Attachment B to this
Contract and this section below, terminates this Contract.
2.4.1.4 Notwithstanding the minimum notice period required to terminate this
Contract in Attachment B, if this Contract has been 'automatically"
amended and continued on a calendar-month-to-calendar-month basis as
provided in this section, either Party may terminate this Contract upon a
minimum ten (10) Days' written notice to the other Party. Any such
termination notice shall clearly state the effective date that this Contract
shall be intended to end by that Party.
2.4.2 Under no circumstances shall the performance of any Provider Services after the
initial Contract Expiration Date, or any subsequent "automatically" amended "New
Expiration Date," constitute, be interpreted, or be deemed to be an extension or
renewal of this Contract or any contractual relationship between the Parties for
any period beyond the calendar-month-to-calendar-month term expressly
provided for in this section.
2.4.3 The Parties further agree and intend that no other term or condition of this
Contract shall be amended or changed in any way due to any "automatic"
amendment to any Contract Expiration Date or any "New Expiration Date", except
as otherwise expressly provided for in this section. The Parties agree and intend
that any and all other requirements in this Contract, including, but not limited to,
any matters related to Provider's Services, Recipient rights and obligations,
insurance, indemnification, contract termination, etc., shall continue without any
change, modification, or interruption as a result of any "automatic" amendment to
the Contract Expiration Date or any subsequent "New Expiration Date" as
provided for in this section.
3 DEFINED TERMS. In addition to the above-defined terms (i.e., "Board", "Contract", "Provider",
"Party" and "Parties", and "Program/Facility") the Parties agree that for all purposes, and as used
throughout this Contract, including Attachment A and Attachment B, the following words and
expressions when printed with the first letter capitalized as shown herein, whether used in the
singular or plural, possessive or nonpossessive, and/or either within or without quotation marks,
shall, for all purposes under this Contract, be defined and interpreted as shown below and/or as
shown in Attachment B:
3.1 "Agent" or "Agents" shall be defined as any and all elected officials, appointed officials,
directors, board members, council members, commissioners, authorities, other boards,
committees, commissions, employees, third-party contractors, departments, divisions,
volunteers, representatives, and/or any such persons' successors (whether such persons
act or acted in their personal representative or official capacities), and/or any persons
acting by, through, under, or in concert with any of them, excluding the Provider and/or
any Provider Employees and/or any Provider Subcontractors, as defined herein. "Agent"
and/or "Agents" shall also include any person who was an Agent anytime during the term
of this Contract but, for any reason, is no longer employed, appointed, or elected and
serving as an Agent. Notwithstanding any other term or condition in this Contract, any
Provider Subcontractor providing any Services to any Recipient for or on behalf of
Provider under the terms of this Contract shall not be deemed to be an Agent of either the
State, the County or the Board for any purposes under this Contract.
3.2 "Attachment A" shall be defined as the first attached document located immediately after
the signature page of this Contract. The Parties to this Contract agree that Attachment A
OAKLAND COUNTY COMMUNITY MENTAL _HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIQBAL CENTER. INC., CONTRACT
PAGE 3
MORCCONT WPO
*w
shall be, in all respects, incorporated into and made a part of this Contract. "Attachment
A" contains certain financial, program and Services information required to give effect to
this Contract. Except as otherwise expressly permitted in this Contract, changes to
Attachment A shall be made only by a written amendment to this Contract.
3.3 "Attachment B" shall be defined as the second attached document located immediately
after Attachment A in this Contract and entitled "ADDITIONAL TERMS AND
CONDITIONS". In the event that Attachment B should become detached from this
Contract, then as it appears in this same document located in the minutes and official
public records of the Oakland County Community Mental Health Services Board. The
Parties to this Contract hereby agree that Attachment B shall be, in all respects,
incorporated into and made part of this Contract. "Attachment B" contains basic
information required to give full and complete effect to the agreement of the Parties
including, but not limited to, the following Provider's obligations: insurance,
indemnification, recipient rights, safety and well being, compliance with the all laws and/or
applicable State or Board guidelines and policies, record-keeping and reporting
requirements, and the Board's rights to program evaluation - cost settlement - audit,
possible repayment of Board-provided funds, access to Provider Program/Facility and
records, and/or removal of any Recipient's from Provider's Program/Facility. Except as
otherwise expressly provided for in this Contract, any changes or amendments to
Attachment B shall be made only by a formal written amendment to this Contract signed
by each of the same persons, or their successors, as required initially to make this
Contract effective.
3.4 "Board" shall be further defined to include any and all Board "Agents" as defined above.
Notwithstanding any other term or provision in this Contract, the Provider agrees and
understands that the Board can and will, from time to time, authorize and designate
specific Board Agents to perform specific Board functions and/or make specific decisions,
administrative judgments, and perform certain acts necessary to carry out Board functions
under the terms of this Contract. The Provider further agrees that unless expressly stated
to the contrary herein, this Contract shall not prohibit or limit the Board from delegating to
any Board Agent any Board-related contractual decision, any Recipient placement,
treatment, or welfare decision, and/or any other discretionary judgment allowed to the
Board under this Contract.
3.5 "Claim(s)" shall be defined to include any and all alleged losses, claims, complaints,
demands for relief or damages, suits, causes of action, proceedings, judgments,
deficiencies, liability, penalties, litigation, costs and expenses, including, but not limited to,
any Reimbursement for reasonable attorney fees, witness fees, court costs, investigation
and/or litigation expenses, any amounts paid in settlement, and/or any other amounts or
liabilities of any kind whatsoever which are imposed on, incurred by, or asserted against
either the Board, the County, the State and/or any Board, County, or State Agent, as
defined herein, or for which the Board, the County, the State and/or any Board, County, or
State Agent may become legally and/or contractually obligated to pay or defend against,
whether direct, indirect or consequential, whether based upon any alleged violation of the
federal or State constitution, any federal or State statute, rule, regulation, or any alleged
violation of federal or State common law, whether any such Claim(s) are brought in law or
equity, tort, contract, or otherwise, and/or whether commenced or threatened.
3.6 "County" shall be defined as the "County of Oakland," a Michigan Municipal and
Constitutional corporation, whose address is 1200 N. Telegraph Rd., Pontiac, Michigan
48341.
ROARIF1 MACOMR-OAKU ND REGIONAL CENTER. INC.. CONTRACT
PAGE 4
MORCCONT WPD
3.7 "Day" or "Days" shall be defined as any calendar day or days which shall always begin at
12:00:01 A.M. and end at 11:59:59 P.M.
3.8 "DCH Full Management Contract" shall be defined as the full and complete current and/or
future contractual relationship that the County and/or the Board has with the State
Department of Community Health ("DCH") and/or which establishes, delegates, provides
the financial resources for, and governs the delivery of mental health services by the
Board, and/or, in turn, by the Provider. The Parties acknowledge that the principal current
contract governing this Board/DCH contractual relationship is entitled the MICHIGAN
nPPAPTMPNT nF CMAMIJNITY HEALTH - OAKLAND COUNTY COMMUNITY
NAPNITAI HPAI TH SFRVICFS ROARD - FULL MANAGEMENT CONTRACT - FY '95-96.
The Provider understands and agrees that any current or future contractual obligations
that the Board may incur in contracts with DCH may impact the terms and conditions of
this Contract and that any such future DCH contractual changes or obligations shall, in
turn, effect, impact, and/or modify this Contract.
3.9 "Financial Records" shall be defined as any and all documents and/or records held by the
Provider or any Provider Employee, contractor, Provider Subcontractor or independent
contractor which the Provider has in its possession, has access to, or can otherwise be
obtained by the Provider, and which are either: (1) needed to report, approve, authorize,
and/or process transactions and/or support or document any expenses incurred and billed
or invoiced by the Provider to the Board pursuant to this Contract, including, but not
limited to, any general ledger and all accompanying subsidiary ledgers, any and all
applicable accounts payable and accounts receivable documents and invoices; (2) any
and all records related to Recipient Financial Resources, as defined herein, including any
legers, accounts, account records, bank records, canceled checks, bank deposit slips,
bank statements, or any other related account records which contain information
regarding any Recipient Financial Resources amount claimed, applied for, received or
eligible to be received, and/ocany amounts billed to or collected from any first or third-
party payor for any Recipient; (3) any and all legal, financial, or contractual documents
between the Provider and any Provider supplier, Provider Subcontractor, Provider
Employee or Employees, independent contractor, and/or any other person who directly,
indirectly or constructively benefitted, received or participated in any of the amounts paid
to or received by Provider pursuant to this Contract; (4) any Provider Employee's or
Provider Subcontractor' s personnel files and records, including, but not limited to, any
and all payroll records, wage records, time sheets and attendance records, payroll check
stubs or vouchers related to any Provider Services by any Provider Employee or Provider
Subcontractor under this Contract; (5) any Provider income tax and/or property tax
returns or records covering any period of time during which this Contract was in effect; or
(6) any past audit reports or findings from any Provider auditors or any other third-party
audit of any aspect of Provider's business or Provider's Program/Facility including any
State, federal, and/or independent Audit reports and/or Audit findings. Financial Records,
as defined in this paragraph, shall not include any record that the Provider or any Provider
Subcontractor is prohibited from disclosing to the Board or its Agents, pursuant to state
law.
3.10 "Program/Facility" or "Programs/Facilities" shall be defined as the place(s), location(s), or
such assigned and designated organizational unit(s), service program(s) and/or other
legal entity(ies), person(s), or corporation(s) or subdivision(s) of any entity or corporation,
where either the Provider and/or any Provider Employee or Provider Subcontractor, as
defined in Attachment B, delivers or renders any of the Provider's Services,
responsibilities and/or duties arising from, through or as a result of this Contract.
"Program/Facility" shall also refer, as the context so requires or allows, to the physical
OAKLAND COUNTY CQMMUNITY MENTAL HEALD1 SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER. INC.. CONTRACT
PAGE 5
DRAFT
MORCCONT WPD
location or setting where the Provider and/or Provider Employee or Provider
Subcontractor delivers or renders any of the Provider's Services, responsibilities and/or
duties arising from, through or as a result of this Contract, and shall include, without
limitation, the Provider's and/or any Provider Employee's or Provider Subcontractor's
entire physical location, locations, or premises, including, but not limited to, all buildings,
structures, lands, grounds, ingress, egresses, appurtenances, fixtures, equipment, and
any and all other real and personal property used, leased, licensed to, owned by, or in the
possession of the Provider and/or Provider Employee or Provider Subcontractor location
at which the Provider and/or Provider Employee or Provider Subcontractor delivers any
Services to any Recipient under this Contract. "Program/Facility," as this term is used in
this Contract, shall not be limited to those under the sole and exclusive control or
supervision of the Provider, but shall also include any "Program/Facility and/or any
Provider Employee or Provider Subcontractor that the Provider has delegated and/or
chosen to perform any of the Provider's Services, responsibilities and/or duties arising
from, through or as a result of this Contract.
3.11 "Provider Employee" or "Provider Employees" shall be defined to include, without
limitation, any and all employees, officers, directors, members, managers, departments,
divisions, trustees, volunteers, attorneys, and representatives of the Provider, and except
for such persons as defined herein as a "Provider Subcontractor" also includes any and
all Provider licensees, concessionaires, contractors, vendors, subsidiaries, joint venturers
or partners, and/or any person such person's successors or predecessors, employees,
(whether such persons act or acted in their personal, representative or official capacities),
and/or any and all persons acting by, through, under, or in concert with any of them
and/or the Provider. As defined herein, "Provider Employee" or "Provider Employees"
shall also include any person who was a Provider Employee at anytime during the term of
this Contract but, for any reason, is no longer employed, appointed, or elected in that
capacity, but shall not include the Board, the County, the State and/or any Board, County,
or State Agent.
3.12 "Provider Subcontractor" or "Provider Subcontractors" shall be defined to include, without
limitation, any and all persons, partnerships, entities, corporations, and/or contractors of
any kind other than persons in the direct employment of the Provider and to or with whom
the Provider has entered into a contract and/or delegated to any such persons or
contractor any of Provider's Services, as defined in this Contract, or any other Provider
obligations, duties or responsibilities for providing direct Services to any Recipient under
the terms of this Contract and includes without limitation any such persons, partnerships,
entities, corporations, and/or contractors: their employees, officers, directors, members,
managers, departments, divisions, trustees, volunteers, attorneys, and representatives of
any Provider Subcontractor, and also includes any and all Provider Subcontractor's
licensees, concessionaires, contractors, subcontractors, vendors, subsidiaries, joint
venturers or partners, and/or any such person's successors or predecessors, employees,
(whether such persons act or acted in their personal, representative or official capacities),
and/or any and all persons acting by, through, under, or in concert with any of them
and/or any Provider Subcontractor. As defined herein, "Provider Subcontractor" or
"Provider Subcontractors" shall also include any third person who holds a State license
and operates any licensed group home which Provider uses to meet the residential
Provider Services required for Recipients by Provider under this Contract and/or any
person who was a Provider Subcontractor at anytime during the term of this Contract but,
for any reason, is no longer employed, appointed, or elected in that capacity, but shall not
include the Board, the County, the State and/or any Board, County, or State Agent.
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLANUEGIONAL CENTER_INC., CONTRACT
PAGE 6
DRAFT
MORCCONT WPD
AKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKL
PAGE 7
REGIONAL CENTER, INC., CONTRACT
3.13 "Recipient" or "Recipients" shall be defined to include any and all persons who, as
identified and determined solely by the Board and pursuant to State law and Board
policies and procedures, are deemed to be eligible for and/or who can possibly benefit
from Provider's care, custody and Services and who the Board, in writing, expressly
assigns to receive the Provider's care, custody and/or Services. No other person under
the Provider's custody or supervision and/or receiving any benefits or treatment from the
Provider shall be considered a Recipient under this Contract without the prior express
written designation and authorization of the Board.
3.14 "Recipient Financial Resource" or "Recipient Financial Resources" as it appears and/or is
used anywhere in Attachment B, shall be defined as and shall be in all regards deemed to
be synonymous with either the defined term "Ability To Pay" or "Reimbursement" as
specifically defined elsewhere in this Contract.
3.15 "Reimbursement" shall be defined as any amounts that may be collected, collectable or
available to, for, or on behalf of any Recipient or any amount that any Recipient may
legally be entitled to collect or receive from any person, legal entity, family member,
insurance company, or governmental agency to offset or pay for any part of Provider's
Services to the Recipient, including, but not limited to, any amounts collected or collectible
from Blue Cross/Blue Shield or other private insurer, Medicare, Medicaid, the Recipient's
"Ability To Pay" (e.g., Recipient's personal or family resources or assets, Social Security,
SSI, SSD), or any other fees or amounts to be collected or which are collectible by the
Provider for Provider's Services to any Recipient.
3.15.1 "First Party Reimbursement" - shall be defined as all Recipient, Recipient
guardian, or estate related billings or available monetary payments or recoveries,
as defined or required by the DCH or other applicable federal or state rules and
regulations (e.g., Ability to Pay).
3.15.2 "Third Party Reimbursement" - shall be defined as all third party billings or
available monetary payments or recoveries, as defined or required by the DCH or
other applicable federal or state rules and regulations (e.g., Medicare, Medicaid
and/or private insurance).
3.15.3 Provider will guarantee that all First and/or Third Party Reimbursement billing and
information systems utilized by Provider will meet Medicaid, DCH, and generally
accepted auditing standards and be fully accessible and compatible with all Board
data systems and will endeavor to have the systems directly linked.
3.16 "Slots" shall be defined as the total number of possible individual Recipient placements
(e.g., beds, spaces, openings, etc.) that can be made by the Board in any Provider's
Program/Facility at any one time. "Slot" shall refer to any one of the total number of
"Slots" made available for Board placed Recipients by the Provider. The Board
recognizes that the Provider may in addition to any such Board placed Recipients, as
provided for herein, also have non-Board placed Recipients living in any Program/Facility.
The Board shall have the right to place such Recipients with Provider as Slots are
available. Initially, the number of Slots available to the Board under this Contract are
shown in Attachment A. Any change in the number of Slots made available to the Board
by the Provider shall be made by a written amendment to this Contract unless otherwise
provided for herein,
3.17 "State" shall be defined as the "State of Michigan," a sovereign governmental entity of the
United States, and shall also include within its definition any and all departments or
DRAFT
MORCCONT WPO
agencies of State government including specifically, but not limited to, the Family
Independence Agency (formerly the Department of Social Services and hereafter "DSS"),
a department of State government (which includes the "Protective Services Division"),
and the Department of Community Health (hereafter, "DC H) (formerly the Department of
Mental Health). The Parties understand and agree that, because of the recency of the
DSS and DCH name changes and the fact that all prior Department of Mental Health
(hereafter "DMH") and DSS rules and policies identified in this Contract, and otherwise,
have not yet been yet completely updated by the State to reflect the DCH or DSS name
changes, for all purposes in this Contract any reference to DMH shall be also interpreted
to refer to DCH.
4 PLACEMENT/REJECTION/MOVEMENT OF RECIPIENTS FROM ANY PROGRAM/FACILITY.
Subject to the terms of this Contract, the Provider agrees to accept into Provider's
Program/Facility and provide all Services described in this Contract for each Recipient, as defined
in Attachment B, and-designated in writing by the Board for placement and treatment in Provider's
Program/Facility as follows:
4.1 The Provider agrees to provide Services for Recipients up to the number of Slots
available to the Board for any and all Service Components under this Contract, as shown
in Attachment A, to serve Recipients referred for placement with the Provider by the
Board.
4.2 The Provider agrees to facilitate the referral and placement of Recipients by the Board to
and from any and all Provider or Provider Employee or Provider Subcontractor
Programs/Facilities, up to the number of Slots available to the Board when so requested
by the Board. The Provider also agrees to transmit any and all relevant Provider or
Provider Subcontractor Program/Facility and/or Staffing information to the Board (subject
to any confidentiality requirements of State and federal law) to promote continuity of
Services for the Recipient between the Provider or any Provider Subcontractor and any
other appropriate human service agency or upon the request of the Board. The Provider
shall advise the Board of the Program/Facility in which the Provider intends to place any
Recipient, prior to any Recipient placement by the Provider.
4.3 The Provider may reject any Recipient the Board seeks to place in any Provider or
Provider Program/Facility for Provider's Services. Similarly, the Provider may terminate
Provider's Services to a Recipient currently receiving Provider's Services when the
Provider determines that Recipient's presence is not in the best interests of that Recipient
and/or any other Recipient of Provider's Services subject to the following conditions:
4.3.1 The Provider's decision to reject a Board-proposed Recipient and/or terminate
any current Recipient shall be justified based upon Provider's written
admission/discharge criteria as established at the beginning of the terms of this
Contract and previously provided to the Board.
4.3.2 Upon the written request of the Board, the Provider shall document, in writing to
the Board, within fifteen (15) Days after written notice for same from the Board,
the Provider's reasons for any denial of admission or request to terminate future
Services to any Recipient.
4.3.3 If the Board does not reasonably concur that any such Provider's decision is
consistent with the Provider's written admission/discharge criteria in the instant
circumstance, the Board may, in its sole option and discretion, reduce the number
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER, INC., CONTRACT
PAGE 8
DRAFT
MORCCONT WPD
tne Board to do so. For residential vacant Slots only, the Board shall have no obligation
to reimburse the Provider for existing or new vacant Slots in any Program/Facility in
excess of fourteen (14) Days. A Slot shall not be deemed vacant when a Board
placement is pending and the Board agrees to provide a referral for each vacancy within
such fourteen (14) Day period. If the Board has not advised the Provider of a referral
within such fourteen (14) Day period, the Board shall be deemed to have given up the
Slot and the Provider's Budget Category shall be reduced in proportion to the reduced
Administrative overhead costs, unless the Board agrees to resume payment for the Slot,
after such fourteen (14) Day period. The Board shall not pay vacant Day Program Slots.
4.8 The Provider agrees that the Board shall seek integration of mental health services to
ensure reduction in duplication of Board Services and programs, and adherence to
consistent Service delivery methods and procedures. From time to time the Board may,
at its discretion, revise or change procedures regarding service access, and agrees to
notify the Provider in a timely manner of such changes.
5 PROVIDER'S SERVICES. The Provider's total obligations, responsibilities and duties under this
Contract, whether to the Board and/or any Recipient (hereafter referred to and defined as
"Services" or "Provider's Services"), shall include, without limitation, any and all of the Board-
established Provider obligations to any Recipient, as further described in this section and the
following subsections:
5.1 The Board is committed to quality of care and safety for all consumers of mental health
services, who are referred to as "Recipients" of Services in the Mental Health Code and in
this Contract. As a condition of continued funding at the levels set forth herein, the quality
of care and safety commitment of the Board shall be pursued by the Provider and any and
all Provider Employees or Provider Subcontractors and the Provider shall guarantee to
deliver quality mental health Services. The Provider shall make quality of care, safety and
protection for Recipients of Services its highest priority.
5.2 The Provider shall prepare and deliver to the Board, upon request, within thirty (30) Days
of the placement of any Recipient with the Provider, an IPOS (Individual Plan of Service
or Individual Support Plan) for each Recipient placed into Provider's care, custody and
supervision pursuant to this Contract.
5.2.1 "IPOS" shall be defined as the "Individual Plan Of Service" which is prepared by
the Provider and delivered to the Board to detail the specific plan of treatment and
care that an individual Recipient is to receive while in the Provider's care,
custody, and supervision. The Parties agree that each IPOS delivered to the
Board for each Recipient and approved or accepted by the Board shall become a
further definition of the Provider's Services, as defined in this Contract, and a
further contractual obligation of the Provider. Any IPOS for any Recipient under
Provider's custody and care shall also be incorporated into and made a part of
this Contract.
5.2.2 The current IPOS for each Recipient shall be retained by the Provider at each
Provider or Provider Subcontractor Program/Facility and is included by this
reference into and made part of the scope of the Provider's Services to be
rendered pursuant to this Contract.
5.2.3 The Board or its Agents, after consultation with the Provider, may reasonably
modify any IPOS for any Recipient in Provider's care at any time during the term
of this Contract.
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER, INC., CONTRACT
PAGE 10
DRAFT
MORCCONT WPD
5.3 The Provider Service's, as defined and listed in this section and the following subsections,
are also part of the Provider's Services to be rendered under this Contract. It is
understood by the Parties that the Services to be provided must adhere to any current
Service definitions for and by any and all appropriate icensure, accreditation or third-party
payment sources and/or the DCH. It is also understood by the Parties that these
Services include both any Services directly provided by the Provider, as well as Services
that may be provided for by any Provider Subcontractor through a delegation of Provider's
Services as provided for in this Contract. The following subsections describe what shall
be referred to in this Contract as "Service Component(s)." The following Service
Component(s) shall be further defined as provided for by DCH in applicable DCH
regulations and policies. The following Service Component(s) shall be further defined and
described in the applicable Board "Budget Category" definitions provided below in this
Contract.
5.3.1 ,AItprnative Intermediate Services - Developmentally Disabled (hereafter, "AIS-
DD"). A specific type of CLF, as defined below, that is operated to benefit
persons with severe developmental disabilities who might not otherwise be able
to live in the community. Built for the safety and comfort of the persons who use
mobility equipment or who may have more significant medical and/or physical
limitations, the home and its attendant habilitation Services are licensed and
certified. Staff are awake and on duty 24 hours. Services to be provided to each
Recipient are as specified on the Recipient's IPOS. Provider acknowledges that
there are special funding and Reimbursement requirements for each such
Recipient placement in an AIS Program and agrees to be responsible for
ensuring the proper arid required enrollment of Recipients, homes and the
Provider Employees and/or Provider Subcontractors.
5.3.2 Community Living Facility - Developmentally Disabled (hereafter, "CLF-DD"). A
specialized level of supervised residential programming that is licensed by the
State and certified by DCH. Room, board and 24-hour supervision, as well as in
home habilitation/rehabilitation training or Services at higher staffing levels than
regular licensed foster care facilities are provided. Recipients receive planned,
structured activity and Services daily based on their1POS. Staff have specific
training and are awake on duty 24 hours. This type of residential Program/Facility
is often referred to as a group home setting.
5.3.3 Community Training Home - Developmentally Disabled (hereafter, "CTH-DD"). A
basic level of supervised residential programming that is licensed by the State as
a Foster Care Facility and that provides room, board and 24-hour supervision to
Recipients. Costs of housing, food, utilities and base staffing are included. It is
understood by the Parties that, for purposes of this Contract, special
individualized support Services aimed at rehabilitation or maintenance as outlined
in the Individual Plan of Service are included. This may include, as provided for
in a Recipient's IPOS, enhanced staffing or Services specific to the needs of
typical mental health Recipients. Staff may reside in the home setting and are on
duty, but not generally awake, 24 hours. Same as "AFC", as defined below,
except that the Recipient receiving the Services is a minor child placed with a
qualified family for the provision of licensed, specialized family foster care.
5.3.4 Supported Independence Proaram - DevelopmentalIv...Disabled (hereafter, "SIP-
DD"). An unlicensed type of residential program that provides supports, training
and encouragement to Recipients in the setting of the Recipients own residence.
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD
PAGE 11
-- MACOMB-OAKLAND R NAL CENTER. INC., CONTRACT
DRAFT
MORCCONT WPD
or the community. Supports are individualized and usually pertain to advanced
daily living skills and community access and are based on the Recipient's
Individual Plan of Service. SIP Programs may include, as otherwise provided for
in any recipient's IPOS, a rent subsidy: i.e., program(s) to supplement an
individual Recipient's housing expense so that appropriate housing can be
maintained by the Recipient in the community. The Board reserves the right to
set standards for the determination and definition of rent subsidies paid through
this contract.
5.3.5 Day Program - Developmentally Disabled, (hereafter "DAY PROGRAM-DD").
Any of a variety of activity programs for Recipients provided outside the Recipient
residence that focuses on recreation, socialization or work skills training/support
or placement. Participation is determined by the goals/objectives of the
Recipient's IPOS. Work skills oriented day programs are defined according to
Medicaid Reimbursement (Type A, Type B or Type C, as defined in applicable
DCH and Medicaid guidelines), as a Supported Employment Program ("SEP"), or
Transitional Employment Program ("TEP"). Other day treatment programs focus
on specialized treatment or support.
5.3.6 Development - Developmentally Disabled, (hereafter "DEVELOPMENT-DD").
Any appropriate and reasonable activity associated with finding, securing,
improving, or maintaining appropriate new or existing residential sites for
Recipients and developing lease or purchase agreements, physical plant
assessment, and implementing physical plant modifications as needed to meet
zoning, licensing orRecipient needs. Also included in DEVELOPMENT-DD are
any appropriate and reasonable tasks involved in finding and developing qualified
Providers for the provision of supervised residential services.
5.3.7 /kcitilt Foster Care - Community Residential Service (hereafter, "AFC-CRS"). A
basic level of supervised residential programing that is licensed by the State as a
Foster Care Facility and that provides room, board and 24-hour supervision to
Recipients. Costs of housing, food, utilities and base staffing are included. It is
understood by the Parties that, for purposes of this Contract, special
individualized support Services aimed at rehabilitation or maintenance as outlined
in the Individual Plan of Service, are included. This may include, as provided for
in a Recipient's IPOS, enhanced staffing or services specific to the needs of
typical mental health Recipients. Staff may reside in the home setting and are on
duty, but not generally awake, 24 hours.
5.3.8 Community Living Facility -Community Residential Service (hereafter, "CLF-
CRS"). A specialized level of supervised residential programing that is licensed
by the State and certified by DCH. Room, board and 24-hour supervision, as well
as in home habilitation/rehabilitation training or services at higher staffing levels
than regular licensed foster care facilities are provided. Recipients receive
planned, structured activity and Services daily based on their IPOS. Staff have
specific training and are awake on duty 24 hours. This type of residential
Program/Facility program is often referred to as a group home setting.
5.3.9 Sus sorted Ins - • - • s. -m - Communit Residential Service (hereafter,
"SIP-CRS"). An unlicensed type of residential program that provides supports,
training and encouragement to Recipients in the setting of the Recipient's own
residence or the community. Supports are individualized and usually pertain to
advanced daily living skills and community access and are based on the
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLANO RgGIONAL CENTER, INC.. CONTRACT
PAGE 12
DRAFT
MORCCONT WM)
Recipient's Individual Plan of Service. Included in this category of Service is any
program known as a lodge where the Recipients may also receive group
vocational supports, but the location is usually an apartment or home-shared
setting leased by the Recipient(s) or a private person on behalf of the
Recipient(s). SIP Programs may include, as otherwise provided for in any
Recipient's IPOS, a rent subsidy; i.e., program(s) to supplement an individual
Recipient's housing expense so that appropriate housing can be maintained by
the Recipient in the community. The Board reserves the right to set standards for
the determination and definition of rent subsidies paid through this Contract.
5.3.10 Day Program -Community Residential Service (hereafter "DAY PROGRAM-
CRS"). Any of a variety of activity programs for Recipients provided outside the
Recipient residence that focuses on recreation, socialization or work skills
training/support or placement. Participation is determined by the goals/objectives
of the Recipient's IPOS. Work skills-oriented day programs are defined according
to Medicaid Reimbursement as a Supported Employment Program ("SEP") or
Transitional Employment Program ("TEP"). Other day treatment programs focus
on specialized treatment or support and may -include psychosocial rehabilitation
or drop-in programs.
NOTE: The Provider understands and agrees that included within any of the
above described residential Services, as may be described in any Recipient's
IPOS, the Provider's Services shall include specific transportation services ( i.e.,
the provision of safe. reliable and affordable transportation for Recipients in a
timely manner to medical appointments, mental health services and program sites
for Services as described in the IPOS).
5.4 The Provider further agrees that it shall be responsible and obligated to provide for:
5.4.1 The total day-to-day care, custody, and supervision of any individual Recipient
receiving Provider's Services and/or placed into any Provider's Program/Facility
by the Board pursuant to the terms of this Contract. The Provider's Services shall
include, at a minimum; provision and supervision for any and all of Recipient's
daily needs for food, clothing and shelter in a safe and secure environment,
supervision, education, medical management and care, transportation,
socialization, community experience and access, and any requirements for
meeting each Recipient's personal care, daily living and hygiene needs.
5.4.2 Any and all individual Recipient Services identified in each individual Recipient's
Individual Plan of Service (IPOS). The IPOS will detail the nature of the Service
needs, as well as time frames and outcomes associated with each goal and
expectation of the Plan. The Recipient's needs will be assessed and appropriate
goals will be identified in an effort to meet those needs. These goals will be
written into the IPOS which will also detail the role of the Provider in meeting the
identified goals. It is expected that a plan for movement out of Provider's
Program/Facility back into the Recipient's family or into semi-independent or
independent living or other living arrangements in the least restrictive setting will
be included in the IPOS wherever possible and appropriate.
5.4.3 Any mental health treatment requirements, based upon the IPOS, including, but
not limited to, providing or obtaining any required Psychiatric services, a
"secured" program, individual/group/family therapy, and any other specialized
treatment or services as described in the IPOS.
OAKLAND COUNTY COMMUNITY MENTAL HEALTHERVICES_BOARD -- MACOMB-OAKLAND REGIONAL CENTER, INC., CONTRACT
PAGE 13
DRAFT
MORCCONT WPD
5.4.4 The achievement of the Mandatory Performance Measures and Outcomes
required by the Board, or DCH, allowing the Board to review, as the Board, in its
sole judgment, deems appropriate, Providers progress and compliance with
same. The Provider agrees to make every reasonable effort to achieve the goals
and objectives contained in each Recipient's IPOS using the methodologies
identified therein.
5.4.5 Monitoring and providing for the safety, security and welfare of Recipients while
they are under Provider's care and supervision and to assure immediate medical
treatment for any Recipient who suffers physical injury or illness. The Provider
shall develop and implement policies and procedures for such immediate medical
treatment and protection of Recipients who have suffered physical injury or illness
in any Program/Facility and shall report injuries and deaths of Recipients as
required in this Contract.
5.4.6 The Provider, upon request, will provide information to and/or assist the Board in
assessing any Recipient functioning and progress in meeting any Board, IPOS or
Provider Services objectives. The Provider shall also assist the Board in
obtaining any requested medical evaluations of Recipients, including the off-site
transportation and supervision of Recipients for the purposes of attending medical
appointments, etc.
5.4.7 The adequate and appropriate care and supervision of all Recipients or any other
person enrolled in Provider's Program/Facility, while any such Recipient is
participating in any Provider supervised program or activity, while under
Provider's care and custody, in Provider's Program/Facility, and/or while receiving
any Provider Services.
6 BOARD'S FINANCIAL OBLIGATION TO PROVIDER. Subject to the continued availability and
receipt of sufficient federal, State, or local governmental funds, and the terms and conditions of
this Contract, as described herein and/or in Attachment A and Attachment B hereto, the Board
shall pay the Provider for Provider's Services under this Contract as follows:
6.1 The Board agrees to pay to the Provider an amount, not to exceed the NOT TO EXCEED
AMOUNT, as shown on the first page of this Contract, for any and all Provider costs and
expenditures incurred and paid by Provider in delivering Services under this Contract,
subject to the following conditions:
6.1.1 All Provider's cost and expenses associated with or incurred in the delivery of any
and all Provider Services for any Service Component(s) must fall within one of the
"Budget Category" line items as shown on Attachment A for that Service
Component(s) in order to be paid by the Board. "Budget Category" (or "Budget
Categories" if referring to more than one) as used in this Contract, shall include
and refer to the "Slot Cost," "Staff Cost," "Administration," "Operating,"
"Exceptions" "Day Program Costs" or "Vocational Transportation Costs" line items
for Service Component(s) as shown in Attachment A and/or as further defined in
this section. In addition for the DAY PROGRAM - DD Service Component(s),
"Budget Category" shall also refer to and include "Enhanced Vocational Cost," as
shown in Attachment A and as further defined in this section.
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACMB-OAKLAND REGIONAL CENTER. INC.. CONTRACT
PAGE 14
DRAFT
MORCCONT WPO
6.1.2 Except as otherwise limited or provided for in this Contract, all Provider Services
shall be due and paid to the Provider by the Board on a net cost" basis as that
term is used by DCH and subject to the DCH rules in this regard.
6.1.3 The Board shall only be obligated to pay Provider for Provider's costs and
expenses which the Board considers to be both reasonable, as defined herein,
and necessary for the delivery of Provider's Services under this Contract. For the
purposes of this Contract the Board shall consider any Provider's cost and
expenditure reasonable and necessary if, in it's nature and amount, it does not
exceed that which would be incurred by a prudent person under the
circumstances prevailing at the time the decision was made to incur the cost. In
determining reasonableness of any Provider expenditure or cost, the Board shall
consider: (1) whether or not the items are necessary and reasonable for proper
and efficient performance or delivery of Provider's Services under this Contract;
and (2) market prices for comparable goods or services; and (3) whether the
Provider acted with prudence in the circumstances considering its responsibilities.
In cases where there is any question by Provider as to whether any planned or
anticipated Provider cost or expenditure may be reasonable or necessary, the
Provider agrees to request prior written Board approval for any such planned cost
or expense.
6.2 The Board shall only be obligated to pay Provider for Provider's costs and expenses
which were actually incurred and paid by the Provider in order to provide such Services
and are consistent with the intended Provider costs and expenditures for each of the
Budget Categories, as defined herein. Any and all Provider expenditures shall have been
incurred and shall only be reimbursable by the Board if any such Provider costs and
expenses are consistent with the following "Budget Category" definitions:
6.2.1 "Slot Cost", as referred to in Attachment A and except as follows, shall refer to the
Program/Facility placement cost for any Recipient. "Slot" shall be defined as
otherwise provided formn this Contract.
6.2.1.1 The "Slot Cost" for all "AIS-DD," "CLF-DD," "CTH-DD," "SIP-DD" "AFC-
CRS," "CLF-CRS," and "SIP-CRS" Service Component(s) shall be billed
by the Provider and reimbursable by the Board according to the "per
diem" schedule shown on the Residential Per Diem Detail pages in
Attachment A.
6.2.1.2 If any actual Slot Cost amount paid by the Provider to any Provider
Subcontractor for any Residential or Day Program Services is less than
the amount shown on the Detail Residential Per Diem pages in •
Attachment A, the Board shall only be obligated to pay the Provider the
Slot Cost actually incurred and paid by the Provider.
6.2.2 "Staff Costs", as referred to in Attachment A shall include and be limited to any
and all Provider costs and expenses actually paid or incurred by Provider on
behalf of any Provider Employee, including, but not limited to, any and all
Provider's Employees past, present, or future wages, compensation, overtime
wages, expenses, fringe benefits, pension or retirement benefits, training
expenses, and/or related mandatory Provider Employee costs such as workers'
disability compensation benefits, unemployment compensation, Social Security
Act protection(s) and benefits, any employment taxes, and/or any other statutory
or contractual right or benefit based on or in any way related to any of Provider's
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER. INC., CONTRACT
PAGE 15
DRAFT
MORCCONT WPD
Employee's employment or contractual relationship to the Provider, and including
any judgment for wages or other damages recovered by any Provider's
Employee. Staffing costs specific to the provision of any of the above defined
Service Components include the provision of the following clinical services by an
appropriately trained, licensed, credentialed and/or certified professional specific
to the discipline and industry standards: occupational therapy, physical therapy,
nursing, speech therapy, dietary, psychiatry, social work, recreational therapy,
psychology, and other less frequent but recognized therapies or appropriate
mental health services, including sexuality and substance abuse counseling.
6.2.2.1 Further included in the definition of staffing affiliated with specific
purchased program services as defined is case management or supports
coordination. This includes services that will assist a Recipient in gaining
access or needed medical, social, educational, residential or vocational
- services. Case managers and support coordinators are responsible for
preparing the IPOS and ensuring that the IPOS addresses the needs and
goals of the specific Recipient receiving mental health programming.
Tasks include assessment, service plan development and revision as
appropriate, linking and coordination of services with others, and
monitoring of the quality and appropriateness of care, supervision and
functioning of the Recipient. Case managers and supports coordinators
are obligated to ensure that the IPOS appropriately and comprehensively
reflects the Recipient's most current community-based mental health
service needs and choices.
6.2.2.2 The Provider understands that the provision of case management and
support coordination services shall be made available and accessible to
Recipients on a 24-hour daily basis as needed or appropriate. The
Provider further shall ensure that the provision of both case management
and supports coordination adhere to integrated treatment planning
documentation and any other reimbursement requirements of third-party
payor, including, but not limited to, waivered community based services,
personal care reimbursement, A1S/MR cost accounting and psychosocial
rehabilitation programs of the Board. The Provider shall complete all
requirements in order to facilitate maximum reimbursement to the Board
for such Provider's Services covered by this Contract or other contracts
of the Board.
6.2.3 "Administration", as referred to in Attachment A shall include and be limited to any
and all Provider costs and expenses actually paid or incurred by Provider for any
and all overhead and/or administrative costs attributable to the general operations
of the Provider and/or the delivery of any Provider Services to the benefit of the
contracted program but are not direct costs of the program or the administration
of the program that are included in any other Budget Category Sub-Total Amount
in this Contract. Administrative costs are the personnel costs associated with
business operations of the Provider covered by this Contract not associated with
any specific Recipient needs. Included in these costs are administrative and
financial staff, accounting, payroll, data coding, maintenance, housekeeping,
personnel, Reimbursement, clerical, public affairs, and administrative staff
support costs. Administration, as referred to in Attachment A, shall include and
be limited to any and all Provider costs and expenses actually paid or incurred by
Provider on behalf of any Provider Employee, including, but not limited to, any
and all Provider's Employees past, present, or future wages, compensation,
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACaMB,OAKLAND REGIONAL CENTER INC. CONTRACT
PAGE 16
DRAFT
MORCCONT WPD
overtime wages, expenses, fringe benefits, pension or retirement benefits,
training expenses, and/or related mandatory Provider Employee costs such as
workers disability compensation benefits, unemployment compensation, Social
Security Act protection(s) and benefits, any employment taxes, and/or any other
statutory or contractual right or benefit based on, or in any way related to, any of
Provider's Employee's employment or contractual relationship to the Provider,
including any judgment for wages or other damages recovered by any Provider's
Employee. Included in this category is the provision of specific training to group
home staff to provide appropriate direct care and supervision to Recipients. The
Board reserves the right to establish appropriate curriculum for such training as
covered by this Contract.
6.2.4 "Operating", as referred to in Attachment A, shall include and be limited to any
and all Provider costs and expenses actually paid or incurred directly by Provider
(M.O.R.C. Inc.) for any and all insurance, taxes, licenses and permits, necessary
materials, supplies, printing, contracts for utilities, and maintenance and
operations associated with the Provider's Services under this Contract, including,
but not limited to, any Provider Employees' or Provider Subcontractor's travel
expenses, mileage allowances, or Provider Employee or Provider Subcontractor's
transportation costs, any utilities, water, sewer, gas, steam, electrical and
telephone, grounds maintenance, custodial services, security services, and trash
pick-up services, and any Provider Program/Facility fixtures, furnishings,
furniture, additions, improvements, repairs, partitions, and materials.
6.2.5 "Exceptions," as referred to in Attachment A, shall include and be limited to any
Provider costs and expenses actually paid or incurred directly by Provider for
items as shown in Attachment A. Only the Exception costs itemized in
Attachment A can be reimbursed to the Provider under the terms of this Contract.
Items shown in Attachment A are further differentiated by approved expenses for
Developmentally Disabled ("DO") and Community Residential Service ("CRS")
type programs and the approved cost for the two different program types shall not
be interchangeable so that items approved for either DD or CRS type programs
are not automatically approved for the other program type unless expressly
provided for in Attachment A. Notwithstanding the above, no cost or item over
$5,000.00 may be charged as an "Exception" to any "DD" or "CRS" Service
Component(s) without the prior written approval of the Board. The Parties agree
that within the first forty-five (45) days of this Contract procedures shall be
developed that shall detail any Board payment exception cost procedure.
6.2.6 "Day Program Costs" - Costs directly pertaining to day or vocational programming
daily paid by the Provider for specific Recipients or residents. Day Program
Services are defined elsewhere in this Contract (i.e., "DAY PROGRAM-DD" or
"DAY PROGRAM-CRS")
6.2.7 "Vocational Transportation" - Costs of providing actual, specific, transportation to
specific Recipients or residents to day, vocational or employment sites in the
community.
6.2.8 The following Budget Categories shall be used and apply only to "DAY
PROGRAM-DD," as defined above.
"Enhanced Vocational" - Costs that pertain to Provider staffing costs affiliated
with day or vocational program enhancement, or community placement
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND_REGIONAL CENTER, INC., CONTRACT
PAGE 17
DRAFT
MORCCONT WPC)
development or maintenance for individual Recipients, that are outside of the day
or vocational program Slot Costs. This may include costs of added vocational
services, including the provision of vocational-related Recipient assessments,
placements, monitoring, support and training for both the Recipient and a
community-based job site employer or supervisor. These added vocational staff
costs should be focused on activities that have the potential to enhance, develop
or maintain Recipient employability or vocational functioning independence.
Costs for Recipients in this area must be associated with Services and goals of
the Recipient as addressed in the IPOS.
6.2.9 The Parties agree that any and all Provider cost and expense under this Contract
shall be only incurred and paid consistent with, and subject to, the Budget
Category definitions and line item amounts shown on Attachment A for that
Budget Category. The Provider agrees that, should it appear to the Provider that
any Provider costs and expenses for Provider Services may not be includable
within any Budget Category, as described above, the Provider shall notify and
seek prior Board approval and concurrence before incurring any such possibly
"non-conforming" cost or expense in providing any Services. Under no
circumstances shall any "non-conforming" Provider cost or expense that was not
approved in advance by the Board become a financial obligation of the Board
unless otherwise approved in writing by the Board.
6.2.10 The Parties further agree that no Provider cost or expense incurred in providing
any Services pursuant to this Contract shall be due, owing, or paid to Provider
except as described herein.
6.3 Notwithstanding any other provision in this Contract, each "Service Component(s) Sub-
Total" amount for each Service Component(s), as shown in Attachment A, shall represent
the "cap" or the maximum amount of the Board's payment obligation to Provider for any
and all Provider's expenditures related to, or intended to be reimbursed by, the Board
under or in connection with that Service Component(s).
6.3.1 In addition, each Budget Category line item amount for each Service
Component(s) shown in Attachment A shall represent an additional "cap" or an
additional maximum amount of the Board's payment obligation to Provider for any
and all Provider's expenditures related to, or intended to be reimbursed by, the
Board under or in connection with Budget Category of that Service
Component(s).
6.3.2 Any unexpended amount by the Provider in any Service Component(s) Budget
Category shall not be permitted to be used for or applied to any payment to
Provider for any expenditures in any other Service Component(s) Budget
Category.
6.3.3 Notwithstanding the amount of any Provider expenditure and/or any remaining
availability of unencumbered funds in any Budget Category line item amount of
any Service Component(s), no payments shall be made or owed to the Provider
by the Board for any Provider cost or expenditure which are: unreasonable and/or
unnecessary, inconsistent with the type of costs and expenses as anticipated and
as defined in any Budget Category or this Contract, and/or would result in the
total payments to Provider in any Service Component(s) Budget Category line
item exceeding the amount shown in Attachment A.
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER, INC., CONTRACT
PAGE 18
DRAFT
MORCCONT VVPD
6.4 The Provider shall complete and submit a final staffing table to the Board within forty-five
(45) calendar Days of the initial effective date of this Contract in a form or format
acceptable to the Board and that correlates with the terms and conditions of this Contract.
6.5 Under no circumstances shall the Board be required to reimburse the Provider for any
costs or expenses incurred or associated with Services to any person other than a
Recipient assigned to the Provider by the Board as otherwise provided in this Contract.
Any exceptions must be approved in writing by the Board.
6.6 ALL
EFIKARI IRRFNIFNT AMCH NTS COLI FCTABLE BY THE PROVIDER - The Provider
agrees that it shall be obligated and/or required to secure and/or collect any and all
amounts identified in Attachment A as "Reimbursement Collectable by the Provider,
which shall consist of any and all "Party Reimbursement" and "Third Party
Reimbursement" as defined herein and as shown in Attachment A, as Reimbursement
Collectable by the Provider to offset any Provider and/or Recipient costs and expenses
related to this Contract. The Parties agree that the Provider's obligation for collection
shall be as defined in Provider's submitted collection and reimbursement policies and
procedures as agreed upon by the Board.
6.6.1 The Provider further agrees to assist the Board in soliciting, qualifying for,
securing and/or receiving any and all federal, State, or private benefit, entitlement
of any kind, and/or any and all Reimbursement amounts for any eligible Recipient
of Provider's Services and/or for whom the Board is paying any part of the cost of
Provider's Services.
6.6.2 The Provider shall report and/or credit to the Board all Reimbursement amounts
received by the Provider in the course of its operation for those Services funded
by the Board. The Provider shall complete Board "Statement of Income" forms
for all Recipients served in compliance with DCH requirements. Said profiles
shall be updated at least annually, or whenever the Provider becomes aware of
changes in a Recipient's financial situation.
6.6.3 The Parties acknowledge that the "Reimbursement Collectable by the Provider"
amounts shown in Attachment A to be collected and/or collectible for any
Recipient and to be credited against any amount otherwise owed to the Provider
under this Contract may be subject to change during the term of this Contract and
will result in an amendment to this Contract.
6.6.4 Recipient fees shall only be assessed according to DMH Administrative Rules.
The Parties agree that the Provider and the Board shall meet requirements of the
Community Mental Health Financial Guidelines, including Provider's appropriate
and assertive application of Ability to Pay standards for Recipients. The
Provider's inability to collect Recipient Ability to Pay amounts as deemed
appropriate by these guideline's shall be documented to the Board and shall be
subject to the Board's approval.
6.6.5 The Provider shall conduct and provide the Board with the proper cost accounting
necessary to obtain Reimbursement for any applicable services, including, but not
limited to, AIS/MR billing for homes, including facilitating records for the Board to
reimburse additional counties for appropriate Recipients. The Provider shall
include the Board affiliated costs as defined and provided by the Board when
establishing rates for billable services as appropriate, including, but not limited to,
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMR-OAKLAND REGIONAL CENTER, INC., CONTRACT
PAGE 19
DRAFT
MORCCONT WPO
AIS/MR and waivered services billings. The Provider agrees to utilize the cost
setting methodologies as approved by the Board, and as referenced in
Attachment B. It is understood and agreed by the Provider that the Provider shall
be responsible for any and all First Party Reimbursement and Third Party
Reimbursement billing.
6.6.5.1 The Provider shall conduct billing activities directly to Reimbursement
sources in a timely fashion and shall report to the Board outcomes as
appropriate.
6.6.5.2 If the Provider, for any reason, fails to follow any of the collection
procedures established by the Parties under this Contract and/or the
Provider fails to vigorously pursue any such collection efforts under such
policies and procedures, the Provider further agrees to be liable to the
_ Board for any deficiency or any other failure by the Provider to either
collect, secure, or assist the Board in the collection and/or securing of
any available Reimbursement amount, as defined in this Contract, which
any Recipient in the Provider's care and custody would have otherwise
been eligible to receive for any Provider's Services.
6.6.6 The Parties agree that the Board shall establish reasonable revenue targets for
the Provider for the term and Services of this Contract. The Provider agrees that,
within forty-five (45) Days from the effective date of this Contract, the Provider will
submit to the Board a written plan to achieve such revenue targets. The Provider
shall include in this plan the units of Service, unit cost calculations by billing code,
and other assumptions, based on the Services specified in this Contract. The
Board may determine the format of this plan. The plan must be approved by the
Board. The Board shall request and receive from the Provider periodic reports on
the status of the revenue plan performance.
6.6.7 The Provider agrees that the calculation of any Provider or Provider
Subcontractor billable rates will be in accordance with the procedures utilized and
established by Kent County, Michigan, as contained in it "Attachment C -
Guidelines for Costing", effective: January 1, 1996. The Board shall provide a
copy of this document to Provider upon request.
6.6.8 The Provider agrees to submit to the Board monthly, in a format that is
acceptable to the Board, routine reports regarding the Provider's cash flow status,
income statement and budget variance. These monthly reports shall be due to
the Board by 20th day of the month.
6.6.9 The Provider agrees to assist the Board in the development and completion of
any other contracts (e.g., contracts with other counties) as necessary. Such
agreements shall be at the discretion of the Board. It is agreed and recognized
by the Parties that amendments to this Contract shall include, but are not limited
to, resolution of the provision of Service to county of origin Recipients not from
Oakland County, as well as Recipients from outside the State or without a clearly
determined county or origin that do reside in Board county-based programs
covered by this Contract.
6.6.10 The Provider shall be responsible for billing any health care benefits from
insurers, Medicare and Medicaid when a Recipient is eligible for those benefits.
In the absence of insurance and insurance eligibility, the Provider shall bill the
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER, INC., CONTRACT
PAGE 20
DRAFT
MORCCONT WPD
Recipient or the Recipient's parent or guardian directly in accordance with a
predetermined fee scale based on Ability to Pay The Board will not be
responsible for any costs of Services which, but for Provider's negligence, could
have been billed to or collected from any such payor.
6.6.11 Notwithstanding any other provision in this Contract, the Board shall not, under
any circumstances, be obligated to pay or reimburse Provider for any costs not
directly associated with Services for any Board-placed Recipient unless otherwise
expressly provided for in the Contract or agreed to in writing.
6.6.12 The Board shall retain the absolute right and sole discretion to reduce, phase
down, eliminate or alter funding for any Service Component(s) and/or otherwise
modify or decrease any Budget Category line item amount in whole or in part as
the Board deems necessary to meet the overall needs of all Board programs,
including any and all of Provider Services as otherwise provided in this Contract.
6.7 "Provider Invoices and Payments" - Subject to the terms and conditions of this Contract,
including, but not limited to, those related to Program Evaluation, Cost Settlement, Audit,
and/or Possible Provider Repayment, as set forth in Attachment B, and except as
otherwise expressly provided for in this section, the Board, will issue a check payable to
the Provider on or before the first (1st) Day of each calendar month during any term of
this Contract, beginning with the first calendar month that this Contract is in effect, in the
following amount:
Five Million Seventy-Five Thousand Seven Hundred Sixty Dollars
($5,075.760.00)
6.7.1 The Board agrees to issue a check, as provided for in this section, on a monthly
basis to the Provider. The Parties agree that the above monthly payment to the
Provider shall represent the Parties agreed-upon "estimate" of the total amount
that the Parties expect to be due and owing the Provider for any and all of
Provider's Services pursuant to this Contract for the calendar month in which any
such amount shall be otherwise due or payable during any term of this Contract.
6.7.2 The Parties agree that, notwithstanding any provision related to this monthly
payment amount as described in this subsection, under the terms of this Contract
the Board's financial obligation to the Provider is entirely based and established
upon Provider's "actual" costs and expenditures, and less any Reimbursement
Collectable by the Provider. The Parties agree the Board payment procedure
established in this subsection is strictly for the convenience of the Parties and is
neither intended by them, nor shall it be deemed or interpreted, as establishing,
or used, in any way, in any calculation or determination of any amount due and
owing to the Provider pursuant to the terms of this Contract.
6.7.3 The Provider, absent circumstances not of its own making and beyond its
reasonable control, shall deliver a Provider-prepared and reconciled Invoice to
the Board for each calendar month's obligations within ten (10) Days after the last
Day of each calendar month in which Provider rendered any Services pursuant to
this Contract. The Provider understands and agrees that beginning with the first
calendar month after any Provider Invoice is due, and continuing thereafter, any
failure by the Provider to deliver to the Board, on a timely basis, any required
Provider Invoice shall, at the sole discretion of the Board, permit the Board to
discontinue any and all further monthly payments to the Provider, as described in
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER, INC., CONTRACT
PAGE 21
DRAFT
MORCCONT WPD
the Board for payment, the Provider shall also submit and include, in conjunction
therewith, any records of any payments or co-payments made on behalf of any
Recipient by the Provider, together with any and all receipts along with its monthly
Invoice. No additional or ancillary costs shall be due or owing and/or paid to
Provider unless otherwise expressly approved in writing by the Board. If the
Board agrees to pay any such Provider incurred and paid ancillary costs, such
amounts shall be added to the Board's next monthly payment to the Provider.
6.8 "Board Maximum Financial Obligation to Provider" - The Parties agree that,
notwithstanding any other term or condition in this Contract, the NOT TO EXCEED
AMOUNT shown on the first page of this Contract shall represent the maximum possible
financial obligation of the Board to the Provider and a further limitation on the Board's
financial obligation to the Provider under the terms and conditions of this Contract
regardless of the Provider's total costs and expenditures incurred for any and all Provider
Services rendered pursuant to this Contract. While any actual amount(s) due and/or
owing to the Provider under this Contract for any and all Services rendered shall be
calculated as otherwise provided for in this Contract, the Parties agree that, in no event
and under no circumstances, shall the total amount due, owing, or paid to the Provider by
the Board during any term of this Contract exceed the NOT TO EXCEED AMOUNT as
shown in this Contract. It is the Provider's responsibility to monitor its actual costs and
expenses in providing Services under this Contract and, in a timely manner, either notify
the Board of any Provider contractual or financial circumstances which may result in a
request from the Provider to renegotiate the NOT TO EXCEED AMOUNT or, alternatively,
that may result in the Provider's termination of this Contract, as provided for in Attachment
B, for financial reasons. During any term of this Contract, the Board shall have the right to
reduce the NOT TO EXCEED AMOUNT shown herein as provided for in Attachment B.
The Provider agrees and acknowledges that Board's total financial obligations to the
Provider, as described in this section, shall be the Board's sole and exclusive monetary
obligation to the Provider for the placement of any Recipient in the Provider's
Program/Facility and/or the receipt or delivery of any and all Provider's Services pursuant
to this Contract.
6.9 "Program Evaluation,_a_o_s_t Settlement, and/or Audit" - Any and all Board payments to the
Provider shall be subject to one or more Program Evaluation(s), Cost Settlement(s),
and/or Audit(s) as provided for in this Contract and Attachment B. Any and all Board
payments to the Provider shall be made in accordance with the DMH's Public Mental
Health Manual guidelines entitled "Payment System".
7 RESIDENTIAL PROPERTY MAINTENANCE AND DEVELOPMENT.
7.1 If the Provider develops any new Program/Facility in Oakland County without the
approval of the Board, the Board shall have no obligation to provide any funding to the
Provider for any development, shelter or mental health Program/Facility costs for any
such Program/Facility.
7.2 The Board further shall require of the Provider that residential properties and facilities
covered by the scope of this Contract are inspected and monitored and shall report to the
Board any maintenance, safety, Recipient welfare concerns as well as the stability of the
licensure of the Provider. The Board shall require that the Provider complete routine
property and Program/Facility inspections and prepare and submit written reports to the
Board in a format that is acceptable to the Board. The Parties agree that the Provider
shall submit any such written reports to the Board at such intervals and frequency as
requested by the Board. The Parties agree within ninety (90) Days to develop a mutually
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER, INC., CONTRACT
PAGE 23
DRAFT
MORCCONT WPD
this subsection, until any and all overdue monthly Provider Invoices have been
received by the Board, when the monthly payment process established in this
subsection shall be re-instituted, beginning with the then next calendar month.
6.7.3.1 The Provider's Invoice shall be itemized and show all of Provider's costs
and expenditures, less any Reimbursement Collectable by the Provider
and/or otherwise credited to the Board as provided for herein. The
Provider shall submit any such Invoices on or in such form(s) and/or in
such a format as may be required by the Board. Provider shall include
with each Invoice submitted to the Board a payroll expense summary
report in such form and format as required by the Board. Provider's
Invoice shall also reconcile or account for any differences between
amounts paid to the Provider by the Board and actual expenses incurred
and/or paid by the Provider in delivering Provider's Services in any
calendar month as described below.
6.7.3.2 In Provider's Invoice the Provider shall show any and all of Provider's
"actual" costs and expenses, for Services rendered pursuant to this
Contract for the calendar month. The Provider's Invoice shall also show
the following calculation: Beginning with the "estimated" amount paid to
the Provider for that same calendar month, the Provider shall subtract
any Reimbursements Collectable by the Provider for any and all of
Provider's Services in that calendar month, and further subtract the
Provider's total "actual" costs and expenses for providing any and all
Services during that same calendar month. If the Provider's "actual"
costs in any calendar month exceed the combined "estimated" amount
paid to the Provider by the Board, plus any Reimbursement Collectable
by the Provider, for any and all of Provider's Services in that calendar
month (e.g., resulting in an underpayment to the Provider for that
calendar month), then the Board shall pay such an additional amount to
the Provider. Alternatively, should this calculation result in an
overpayment to the Provider for Services delivered in any calendar
month ( i.e., Provider's "actual" costs in any calendar month are less than
combined "estimated" amount paid to the Provider by the Board plus any
Reimbursement Collectable by the Provider), then the Board shall
subtract any such amount from any future monthly amount to be paid to
Provider, as described in this subsection.
6.7.4 If any amount shown on Provider's Invoice as Provider's "actual" costs and
expenses, or as any Reimbursements, for any and all of Provider's Services in
any calendar month are disputed for any reason including, but not limited to, any
such amount being unreasonable, unnecessary, incorrect, insufficiently
documented, and/or any amount is not otherwise payable by the Board under this
Contract, the Board shall advise, either verbally or in writing, the Provider as to
the amount disputed and briefly summarize its reasons for believing the amount
has been improperly invoiced. The Board shall subtract any such disputed
amounts from future monthly payments to Provider until such time as the Provider
is able to satisfy the Board that any such disputed Provider cost and expense,
less any Reimbursement, is properly payable to the Provider pursuant to the
terms of this Contract.
6.7.5 Should the Provider submit Invoices containing any additional or ancillary costs
beyond those expressly provided for in this Contract for possible consideration by
AKLANO COUNTY CoMPAUNIre MENTAL HEALTH SERVICES BOARD -- MACD.MB-OAKLAND REGIONAL CENTER, INC., CcNTRACT
PAGE 22
DRAFT
MORCCONT WPD
agreeable policy and procedure to effect the Board's funding obligation under this
paragraph.
7.3 The Parties understand that any DCH Full Management Contract conditions or any other
agreements between the Board and DCH relative to residential properties related to any
Provider or Provider Employee or Provider Subcontractor Programs/Facility shall be
adhered to by the Provider. The Provider agrees to provide complete and full access to
the Board to any and all residential Program/Facility records and information, including,
but not limited to, home assessments and licensing or certification reports. The Provider
agrees to fully cooperate and arrange the Board's access to inspection and assessment
of any such Program/Facility during the term of this Contract whenever the Board so
requests.
7.4 The Provider agrees to immediately notify the Board if any Program/Facility is at risk such
that Program/Facility licensure/certification or Recipients' welfare may be compromised.
8 PROVIDER SUBCONTRACTORS.
8.1 The Parties acknowledge and-agree that-many of Provider's Services and duties under
the terms of this Contract are expected, subject to the terms of this Contract, to be
delegated to and performed by Provider Subcontractors, as defined herein.
8.2 Notwithstanding any other term or condition in this Contract, the Provider shall be and
remain, under any and all circumstances, solely responsible for monitoring and/or
coordinating the acts, activities and performance of any and all Provider Subcontractor
performing any Provider Services for the Provider under the terms of this Contract and to
guarantee and ensure that all of the terms and conditions of this Contract and/or any and
all of Provider's obligations and Services hereunder are fully met and implemented
through any possible Provider/Provider Subcontractor contractual relationship that the
Provider may have with any and all persons performing any Provider obligations or duties
under the terms of this Contract.
8.3 The Parties agree that no Provider and Provider Employee or Provider and Provider
Subcontractor contractual relationship that the Provider may at any time have or enter into
with any and all persons performing any Provider obligations or duties under the terms of
this Contract shall in any way or manner release or discharge Provider from any and all of
its obligations under this Contract. The Provider shall be fully responsible to ensure that
any and all Provider Subcontractor complies with all of Service Provider's obligations
hereunder, including, but not limited to, those relating to the delivery of mental health
services, program implementation, client safety, safeguarding of Recipient funds and
other fiscal matters.
8.4 Provider hereby warrants and certifies that, as of the date that the Provider executes this
Contract, Provider has no contractual or sub-contractual relationship or agreement with
any Provider Employee, Provider Subcontractor or other person or group home provider,
and will not thereafter have or enter into any contract or agreement with Provider
Employee or other person, group home provider, or Provider Subcontractor which will
either create, suggest or imply any direct or indirect legal, financial, or agency relationship
or obligation, of any kind or nature whatsoever, between either the Board or the County
with any and all Provider Employees or any other person, group home provider, or
Provider Subcontractor unless otherwise expressly agreed to in writing by the Board
and/or the County.
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER. INC., CONTRACT
PAGE 24
DRAFT
MORCCONT WPD
8.4.1 The Provider shall include in any and all contracts that the Provider may enter
into with any Provider Employee or Provider Subcontractor, after date that the
Provider executes this Contract, an express written provision disclaiming and
disavowing any and all direct or indirect legal, financial, or agency relationships or
obligations, of any kind or nature whatsoever, between either the Board or the
County with any and all Provider Employees or Provider Subcontractors pursuant
to any Provider/Provider Employee or Provider/Provider Subcontractor contract or
agreement.
8.4.2 Any and all such Provider/Provider Employee or Provider/Provider Subcontractor
contract or agreement shall clearly state that the neither the State, DCH, the
County, nor the Board shall be considered or deemed a party to any such
Provider/Provider Employee or Provider/Provider Subcontractor contract or
agreement and that the Provider shall have no authority to bind or commit the
County and/or the Board to any term or condition of any such Provider/Provider
Employee or Provider/Provider Subcontractor contract or agreement.
8.4.3 Any and all Provider/Provider Employee or Provider/Provider Subcontractor
contract or agreement shall clearly state that the Provider shall be solely and
exclusively responsible to any and all Provider Employees or Provider
Subcontractors for any and all Provider obligations under any such
Provider/Provider Employee or Provider/Provider Subcontractor contract or
agreement and that the Provider Employee or Provider Subcontractor shall not
look to the County or the Board or any other Provider funding source for any
Provider Employee or Provider Subcontractor Claim(s) or rights associated in any
, way with any Provider duties or obligations under or associated in any way with
any Provider/Provider Employee or Provider/Provider Subcontractor contract or
agreement.
8.4.4 The terms and conditions of any Provider/Provider Employee or Provider/Provider
Subcontractor contract or agreement shall be in form and substance acceptable
to the Board and shall be consistent with the terms of this Contract unless
specifically waived in writing by the Board.
8.5 The Provider shall copy and deliver to the Board, upon request, copies of any and all
agreements, subcontracts, consultant contracts, letters of understanding, operational
procedures, and/or any and all other written documents or records that may exist between
the Provider and any and all Provider Subcontractors which delegate, govern or describe
the nature of any contractual or procedural relationship or rights and obligations between
the Provider and any Provider Subcontractors) that are in any way related to Providers
obligations and duties under this Contract.
8.6 The Provider agrees to deliver to the Board any Provider/Provider Employee or
Provider/Provider Subcontractor contracts or agreements which purport to change any
Provider Services to any Recipient or change any Program/Facility and/or the cost of any
Service. The Provider agrees that no such Provider/Provider Employee or
Provider/Provider Subcontractor contract or agreement shall be binding or have any effect
upon the rights and obligations of the Parties hereto unless expressly agreed to in writing
by the Board.
8.7 Provider understands and agrees that this Contract is subject to the provisions of the
Mental Health Code; DCH rules, regulations and guidelines; the Community Mental
Health Standards of DCH; fiscal regulations of DCH; Medicaid/Medicare Program Service
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD MACOMB-OAKLAND REGIONAL CENTER, INC_CONTRACT
PAGE 25
DRAFT
MORCCONT WPO
Standards; other private insurance standards; statutory provisions regarding the
governance of private and public agencies; all applicable provisions of the DCH/Board
Contract and all applicable Board policies and procedures, the substance of all of which is
incorporated herein by reference and made a part hereof. Provider hereby agrees to be
bound by all such actions and shall ensure compliance therewith by any and all Provider
Employees and/or Provider Subcontractors.
8.8 The Parties further acknowledge and agree that, independent and separate from this
Contract, the Board also has contracts with several of Provider's Subcontractors. The
Parties agree that this Contract shall neither create, modify or amend any new or existing
separate and independent contractual relationship between the Board and any Provider
Subcontractors). The Parties further agree that this Contract shall not, in any way or at
any time, be interpreted so as to limit or restrict the right of the Board to independently
and/or directly contract for any services with any Provider Subcontractors) as the Board,
in its sole discretion, deems appropriate and/or necessary.
8.8.1 Under no circumstances shall this Contract be intended by the Parties or
interpreted or read so as to either expressly or implicitly limit, create, modify,
amend, restrict, or otherwise have any effect on any current or future separate
and independent agreement or contractual relationship between the Board and
any Provider Subcontractor.
8.8.2 Under no circumstances, notwithstanding any other provisions in this Contract, no
separate agreement or contractual relationship that the Board shall have or enter
into with any Provider Employee or Provider Subcontractor to provide mental
health or any other services directly to the Board shall be considered or deemed
to violate any arrangement or agreement between the Parties hereto and/or any
term or condition of this Contract. •
9 PROVIDER ORGANIZATION AND BUSINESS.
9.1 The Provider shall remain incorporated under the laws of the State of Michigan as a
nonprofit corporation. The Provider agrees to notify the Board, at least 90 Days in
advance, of any proposed change in Provider's corporate status.
9.2 The Provider shall give the Board not less than sixty (60) Days' notice before entering into
an agreement to merge with. become parent to, subsidiary of, or affiliated with, another
organization, or before otherwise significantly changing its organizational structure in any
manner.
9.3 With regard to the County and/or the Board, the Provider agrees that, in all respects,
Provider shall conduct business meetings in compliance with the provisions of the
Michigan Open Meetings Act, Act No. 267 of the Public Acts of 1976, as amended,
MCL 15.261, et seq., and notify the County and the Board of any Provider's Board of
Directors' meeting. The Provider agrees to provide at least five (5) business Days' notice
to the Board before the date of any Provider Board of Directors' meeting.
9.3.1 Notice of any and all Provider Directors' meetings.
9.3.2 The Provider agrees that designated Board Agents, including, but not limited to,
the Board's signatory to this Contract or their successors shall always be
permitted to attend any Provider Board of Directors' meeting and/or any Provider
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER, INC., CONTRACT
PAGE 26
DRAFT
MORCCONT WPD
Board of Directors' subcommittee meeting where any "decision", as defined in the
Michigan Open Meetings Act, is made.
9.3.3 The Provider agrees to deliver to the Board, as soon as such items are passed or
reproduced and available, copies of any and all resolutions passed or adopted by
Provider's Board of Directors and/or any Provider Board of Directors' minutes.
9.3.4 The Provider agrees, upon request, the Provider will attend any Board meeting
and, as requested, either respond to questions from the Board and/or the public
regarding any aspect of the Provider's Services under this Contract. The
Provider, if requested, shall also provide either a written report and/or verbal
presentation to the Board regarding this Contract and/or any Services rendered
thereunder.
9.3.5 The Provider shall notify the Board in advance of any Provider Board of Directors'
meefing and/or any Provider Board of Directors' subcommittee meeting where
any changes to the Provider Bylaws, Articles of Incorporation, organizational
structure, or any reorganization of its internal operating or management structure,
and/or any changes in the composition of its Board of Directors, Corporate
Officers, or senior management employees.
9.4 The Provider shall deliver to the Board such documents as the Board may deem
necessary or appropriate to evidence that Provider and its governing body have taken all
necessary and appropriate action to authorize, approve and execute this Contract for and
on behalf of Provider within five (5) days of any such Provider approval. Such evidence
may include the minutes of a Directors' meeting at which this Contract was authorized
and approved. A copy of all Provider's Directors' meeting minutes and a copy of notice of
Directors' meeting, or other action by the Provider's governing body, shall be forwarded to
the Board.
9.5 Provider agrees that it will operate and conduct its business in response to any request
for any Provider-held records or documents as though the Provider were, in all regards, a
"public body" and subject to the Michigan Freedom of Information Act, Act No. 442 of the
Public Acts of 1976, as amended, MCL 15.231, et seq.
9.6 The Provider agrees to include, the Board in any community, Recipient, Provider, elected
official or media communications that pertain to the terms of this Contract. The Provider
agrees to identify the Board by name as a major funding in all print and public relations
materials.
10 PROVIDER NOTICE PROVISIONS. In addition to any other written or verbal notifications or
notices required of Provider in this Contract, the Provider here agrees to deliver written notice to
the Board of any of the following events or circumstances:
10.1 Notice of any Provider indebtedness or monetary or contractual obligation to any person
that either singularly or cumulatively, or because of any new or different circumstances,
exceeds $100,000.00. With such notice the Provider shall include copies of any and all
promissory notes contracts or other evidence of indebtedness for any such amounts or
obligations.
10.1.1 Provider agrees that any and all rights to any funding under this Contract or rights
to be reimbursed by the County for any Services rendered pursuant to this
Contract shall not be used as collateral for the purposes of securing a loan and
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER. INC.. CONTRACT
PAGE 27
DRAFT
MORCCONT WPD
shall not be assigned, delegated or otherwise used by Provider to leverage any
debt or other obligation Provider may incur.
10.2 Notice of any and all Claim(s) as defined herein. The Provider shall immediately notify the
Board of any disputes, Claim(s), or lawsuits made against Provider, or disputes Claim(s),
or lawsuits made against the Provider or any Provider Employees or Provider
Subcontractor arising out of this Contract and shall promptly provide to the Board a copy
of all documents evidencing such disputes, Claim(s) or lawsuits. Notice of any Claim(s)
against the Provider or any Provider Employee or Provider Subcontractor (without regard
to whether or not such Claim(s) are related to or arise under this Contract) for which the
sum of $10,000.00 or more is demanded as compensation or payment and/or any
uninsured loss or casualty which may exceed $10,000.00.
10.3 Notice of any emergency, any unforseen Program /Facility casualty or loss, any
circumstances which could limit or impair Provider Services, any circumstances where
Provider's Services, as normally delivered, may be or have been disrupted, any
circumstances where Recipient safety and well being may be in jeopardy, any alleged
violation of any Recipient's rights, and/or any other circumstances that may cause or
result in any exceptional review or scrutiny of any Provider or Provider Employee or
Provider Subcontractor Services.or..Programs/Facilities by any public or private agency or
person other than a Recipient or his/her representatives and family members or a Board
Agent, or any other circumstances which may compel Board intervention. In any such
circumstances verbal notice shall occur as soon as reasonably possible with written
notice to follow within twenty-four (24) hours of such occurrence.
10.4 Provider agrees to notify the Board of any debt or obligation to any person which either
singularly or accumulatively would exceed $100,000.00. The Provider shall in connection
with, and within ten (10) Days thereof, make any request to any person to give to the
Provider any loan, line of credit, advance, bond, or any other such surety or guarantee in
the course of Provider's business, and provide the Board with copies of any and all
Provider credit-related application materials, records, or other documents submitted to
any lender in conjunction with any such loan request, as well as any records of any lender
response to any such Provider request.
10.4.1 Provider agrees that any.and all rights to any funding under this Contract or rights
to be reimbursed by the Board for any Services rendered pursuant to this
Contract shall not be used as collateral for the purposes of securing a loan and
shall not be assigned or otherwise used by Provider to leverage any debt or other
obligation Provider may incur, without the written approval of the Board.
11 PROVIDER COOPERATION AND COMPLIANCE WITH DCH FULL MANAGEMENT
CONTRACT.
This Contract is entered into pursuant to the provisions of the DCH Full Management
Contract, which is incorporated herein by reference. Provider agrees to be bound by all
applicable provisions of the DCH Full Management Contract and to insure compliance
with all applicable provisions by any and all of Provider Employees or Provider
Subcontractors.
11.2 Provider also understands and agrees that the DCH Full Management Contract and this
Contract are subject to the provisions of the Mental Health Code; DCH rules, regulations
and guidelines; the Community Mental Health Standards of DCH; fiscal regulations of
DCH; Medicaid/Medicare Program Service Standards; other private insurance standards;
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLANCLRE_GIONAL CENTER, INC., CONTRACT
PAGE 28
11.1
DRAFT
MORCCONT WPD
statutory provisions regarding the governance of private and public agencies and Board
policies and procedures, the substance of all of which is incorporated herein by reference
and made a part hereof. Provider hereby agrees to be bound by all such actions, and
shall ensure compliance therewith by any and all of its Provider Employees or Provider
Subcontractors.
11.3 To the extent that any issue or subject matter is not specifically addressed in this
Contract, the provisions of the DCH Full Management Contract and all of the foregoing
actions shall govern and control. To the extent that there shall be any conflict between
the provisions of the DCH Full Management Contract and/or any of the foregoing actions,
on the one hand, and the provisions of this Contract, on the other, the provisions of the
DCH Full Management Contract and the foregoing actions shall govern and control.
11.4 Provider further agrees to take any and all action, and to do any and all acts and things,
as Board may reasonably request or require of Provider to enable the Board to discharge
its responsibilities under the DCH Full Management Contract, in general, and specifically
as they relate to Medicaid managed mental health care.
12 PROVIDER PLANS AND REPORTS.
12.1 The Parties agree that the Provider shall prepare and deliver to the Board acceptable
Quality Improvement & Assurance plans and reports that pertain to the Services provided
through this Contract. The Provider shall submit to the Board a written Quality
Improvement Plan that addresses all of Provider's Services under this Contract. The
Provider shall further submit to the Board written plans that address Quality Assurance in
regard to treatment planning and provision, as well as Program/Facility outcomes. Those
plans of the Provider are subject to Board approval:
12.2 The Provider agrees to provide Recipient outcome measures to the Board in a frequency
and format or methodology approved by the Board, including the following: Residential
Status, Functioning Status, Annual Income, and Employment Status from Board Face
Sheet information submitted by the Provider; Quality of Life measured by the approved
Board measurement tool, at minimum, annually; and Consumer Satisfaction measured by
the approved Board measurement tool, every six (6) months. The Parties agree that the
Board shall have the right to alter the frequency or measuring tool at the Board's sole
discretion.
12.3 The Provider shall submit a written narrative plan which provides for a professional
quarterly review of the quality and appropriateness of the Services or treatment using
written information (e.g., IPOS, person-centered plan, quarterly assessments, etc.) of a
representative sample of Recipients served that determines whether assessments are
timely and thorough, goals and objectives are based on assessments, Services or
treatments were related to goals, Services or treatments produced desired results related
to the goals, and Recipients were actively involved in planning and making informed
choices regarding their Services. The plan must also address how this information will be
incorporated into the Quality. Improvement System.
12.4 The Provider shall also submit a written narrative plan for an outcome evaluation system
that includes provisions for an annual needs assessment of all Recipients served,
outcome management reports that cover measures of effectiveness, measures of
efficiency, measures of satisfaction of Recipients served, and analysis and interpretation
of the information presented. The written narrative must also include how this information
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD MACOMB-OAKLAND REGIONAL CENTER, INC., CONTRACT
PAGE 29
DRAFT
MORCCONT.WPO
is communicated within and utilized by the organization, how this information is
communicated to the public, and annual review of the outcome evaluation system.
12.5 The Provider shall fully cooperate and work with the Board Quality Improvement and
Information Technology staff to implement connectivity with the Board's mainframe
Management Information System. The Provider shall:
12.5.1 Register all Recipients served through Board's central case registry system,
using agency numbers indicative of the Service type and level of Service
provided.
12.5.2 Complete face sheet and client billing profile data on all Recipients served and
key this data into the Board's mainframe Management Information System. In the
event that connectivity with the mainframe system is delayed from the start-up
due to Information Technology or other Board issues, the Board will temporarily
provide data entry support to keep data in the mainframe system up-to-date.
12.5.3 Complete closing records on all Recipients when the Provider's involvement with
the Recipient is complete and key this data into the Board's mainframe
Management Information System. In the event that connectivity with the
mainframe system is delayed from the 10/1/96 start-up due to Information
Technology or other Board issues, the Board will temporarily provide data entry
support to keep data in the mainframe system up-to-date.
12.5.4 Update face sheet and client billing profile data when Recipients move between
any Program/Facilities providing different levels of Service. Update face sheet
and client billing profile data when changes occur and at least quarterly to
indicate a review of the level of functioning of the Recipient. These updates to
the mainframe information system should occur within five (5) days of the
Provider's notification of the change.
12.5.5 Submit a summary of direct activity data by Recipient by Program/Facility element
in a mutually agreed-upon database file format, including reporting month
(month), reporting year (year), the Board's case number, Recipient last name,
Recipient first name, date of birth, year, date of birth month, date of birth day,
Recipient social security number, Program/Facility number, Program element,
total contacts, total client hours, and total days. This data for each month will be
submitted to the Board monthly, no later than the 10th Day of the following month.
Program elements are as defined by the Michigan Department of Community
Health in its Decision Support System Manual.
12.5.6 Provide the Board with detailed reports, on request, that provide detail to support
the summary data. These detailed reports should serve to support the data
submitted for Third-Party Reimbursement, as well as provide detail on types of
Services delivered. In this regard, the Board will:
12.5.6.1 Coordinate connectivity to the mainframe system at the Board's
Department of Information Technology.
12.5.6.2 Establish agency numbers based on Service type and level of
Service.
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- NtACOMB-OAKLAND REGIONAL CENTER, INC., CONTRACT
PAGE 30
DRAFT
MORCCONT.WPD
12.5.6.3 Provide training in completion of the Provider-required Board's data
capture forms and Provider's entering face sheet data.
12.6 The Provider shall comply with pertinent Family Independence Agency (formerly, DSS)
rules and regulations for children and adults, including the reporting requirements for
suspected abuse and/or neglect, assault, and any other suspected misconduct as
required by law.
12.7 On a monthly basis throughout the term of this Contract, Provider shall deliver to the
Board, no later than the 15th of the month following the end of any calendar month,
Provider's complete Financial Statement including, but not limited to, any Income
Statements, Cash flow Projections, Budget Variances, and all amounts received or paid
by the Provider during the prior calendar month and/or are otherwise due and owing to or
from any third party.
12.8 Within fifteen-(15) Days after the receipt of any and all audit reports from any independent
or internal audit (i.e., an audit by any person other than a Board appointed auditor)
regarding any aspect of Provider's business or operations and without regard to whether
any such audit report is considered to be a preliminary, draft, interim or anything other
than final, the Provider shall deliver to the Board a complete copy of any such audit report
or findings to the Board.
13 ENTIRE AGREEMENT. This Contract, including Attachment A and Attachment B, each
incorporated into and made part of this Contract as provided for herein and by this reference, sets
forth the entire Contract and agreement between the Parties concerning the subject matter hereof.
13.1 In entering into this Contract, the Provider acknowledges and agrees that it has not relied
upon any prior or contemporaneous agreement, representation, warranty, or other
statement by the Board and/or any Board Agent that is not expressly set forth in this
Contract, and that any and all such possible, perceived or prior agreements,
representations, understandings, statements, negotiations, understandings and
undertakings, whether written or oral, in any way concerning or related to the subject
matter hereof, are fully and completely superseded by this Contract. It is further agreed
that the terms and conditions herein are contractual and binding and are not a mere
recital, and that there are no other agreements, understandings, contracts, or
representations between the Provider and either the Board, the County, the State, and/or
any Board, County, or State Agent, in any way related to the subject matter hereof, which
affect any contractual relationship between the Parties except as expressly stated herein.
13.2 The Provider hereby acknowledges and agrees that neither the Provider nor any Provider
Employees have received or been made any promises and/or are owed any duties or
obligations by the County and/or the Board based upon or in any way related to any such
persons former employment by the DCH and/or the State or otherwise in connection with
any Services under this Contract except as otherwise expressly written and provided for
in this Contract and that any such Provider or Provider Employee reliance or
understanding based upon any State or any other third party's alleged promises,
assurances, and/or agreements are hereby specifically disavowed.
For and in consideration of the mutual assurances, promises, acknowledgments, warrants,
representations, and agreements set forth in this Contract, and for other good and valuable consideration,
the receipt and adequacy of which is hereby acknowledged, the undersigned hereby execute this Contract
on behalf of the Board and the Provider, and by doing so legally obligate and bind the Board and the
Provider to the terms and conditions of this Contract.
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER, INC,, CONTRACT
PAGE 31
DRAFT
MORCCONT WPD
FOR THE PROVIDER:
BY: DATE:
Gerald Provencal,
Executive Director
Gerald Provencal appeared in person before me on this date and executed this Contract on behalf of the
Provider and acknowledged to me under oath that: Gerald Provencal has taken all actions and secured
any and all necessary approvals and authorizations and has the full requisite authority from the Provider to
fully and completely obligate and bind the Provider to the terms and conditions of this Contract, including
Attachment A and Attachment B and any and all other documents incorporated herein by reference.
Gerald Provencal also acknowledged before me having been provided with copies and having read and
reviewed all Contract documents including, Attachment A and Attachment B incorporated herein.
Subscribed and sworn to before me on the day of , 1996.
Notary Public
County, Michigan
My Commission Expires:
FOR THE OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD:
BY: DATE:
Charles E. Palmer, Chairperson,
Oakland County Community Mental Health Services Board
OAKLAND COUNTY COMMUNITY MENTAL HEALTH SERVICES BOARD -- MACOMB-OAKLAND REGIONAL CENTER. INC.. CONTRACT
PAGE 32
DRAFT
MORCCONT WPO
90%State
10% County
$672,604
2,355,168
947,074
678,452
230.038
4,883,336
$542,774
2,136,083
752,802
539,283
20.11311
4,179,580
$36,788
273,857
48,568
34,792
26.749
420,754
TOTAL
BUDGET
$13,648,297
2,355,168
947,074
678,452
6.16.924
18,267,985
$10,785,166
2,136,083
752,802
539,283
519.552
14,792,886
$725,813
273,857
48,568
34,792
74.302
1,157,332
$210,205 $4,149,981
712,028 712,028
291,407 291,407
208,755 208,755
6.11.5911 193.184
1,491,941 5,555,355
$0 $5,353,887 $5,353,887
0 283,646 283,648
0 1,258,987 1,258,987
O 100,160 100,160
0 364,259 364,259
260.943 1 260.943
O 7,621,882 7,621,882
$0 $374,407
24,284 a 17.396
416,087
$374,407
24,284
17.396
416,087
$28,797,947
(608,498)
0
128.189.449
$19,013,580
(342,280)
118.671.300
$47,811,527
(950,778)
0
148.880.749
(15,914,109)
0
015.914..1091
112=24g
(7,972,976)
0
07.972.9781
$10.898-324
(23,887,085)
0
($23.887.0851
s22.973.664
ATTACHMENT A Page 1.
Oakland County Community Manta' Health SiMce 134Pard MacombOaldand Regional Contor, Inc., Contract
Service Budget
Component(s1 Category
AIS DD
Slot Cost
Staff Cost
Administration
Operating
Exceptions
AIS - DO SUBTOTAL
CLF DD -
Slot Cost
Staff Cost
Administration
Operating
Exceptions
CLF - DD SUBTOTAL
CTH DD
Slot Cost
Staff Cost
Administration
Operating
Exceptions
CTH DD SUBTOTAL
SIP - DD
Slot Cost
Staff Cost
Administration
Operating
Exceptions
SIP DD SUBTOTAL
CONTRACT BUDGET - DD
October 1, 1996 - September 30, 1997
100% State
Funded
$12,975,693
0
0
4411.121
13,384,649
$10,242,392
0
0
0
370.914
10,613,306
$689,025
0
0
4/.553
736,578
$3,939,776
0
0
0
123.638
4,063,414
DAY PROGRAM - DD
Day Program Cost
Enhanced Vocational Cost
Vocational Transportation Cost
Staff Cost
Administration
Operating
DAY PROGRAM - DD SUBTOTAL
DEVELOPMENT
Staff Cost
Administration
Operating
DEVELOPMENT • DO SUBTOTAL
TOTAL AU. PROGRAM COMPONENTS
Less: Reimbursements Collectable by Provider
Agency In-Kind Contributions/Donations
TOTAL GROSS BUDGET (Not to Exceed)
Less: Reimbursements Collectable by CMH Board
Federal Medicaid Revenue Obligation
Other, Non-Medicaid, Reimbursaments
TOTAL REIMBURSEMENTS
TOTAL NET BUDGET
100% State
Funded
$277,475
0
0
0
40.927
318,402
90%State
10% County
$236,367
176,420
38,824
11,856
34,864
498,331
$1,799,479
0
0
0
216,329
2,015,808
$1,532,889
932,505
271,766
82,991
184,281
3,004,432
$2,576,477
0
0
0
327.418
2,903,894
$2,194,776
1,386,156
388,238
118,559
278,911
4,366,640
(456,903)
0
($456,903)
$4.529.293
(222,503)
0
($22Z503)
$8.839.676
ATTACHMENT A - Page 2
Oakland County Community Mental Health Services Board - Macomb-Oakland Regional Center, Inc., Contract
• CONTRACT BUDGET - CRS
October 1, 1996 - September 30, 1997
$0 $1,157,511
0 123,292
0 25,203
0 77,648
23.712.
0 1,407,365
$5,238,104 $9,276,768
(251,908) (214,589)
0 0
$4,986,196 S9,062179
Service Budget
Component(s) Category
AFC - CRS
Slot Cost
Staff Cost
Administration
Operating
Exceptions
AFC - CRS SUBTOTAL
CLF - CRS
Slot Cost
Staff Cost
Administration
Operating
Exceptions
CLF - CRS SUBTOTAL
SIP-CRS
Slot Cost
Staff Cost
• 1
Administration
Operating
Exceptions
SIP - CRS SUBTOTAL
DAY PROGRAM-CRS
Day Program Cost
Vocational Transportation Cost
Staff Cost
Administration
Operating
DAY PROGRAM - CRS SUBTOTAL
TOTAL ALL PROGRAM COMPONENTS
Less: Reimbursements Collectable by Provider
Agency In-Kind Contributions/Donations
TOTAL GROSS BUDGET (Not to Exceed)
Less: Reimbursements Collectable by CMH Board
Federal Medicaid Revenue Obligation
Other, Non-Medicaid, Reimbursements
TOTAL REIMBURSEMENTS
TOTAL NET BUDGET
TOTAL
BUDGET
$513,842
176,420
38,824
11,856
75,791
816,733
$3,332,368
932,505
271,766
82,991
400,610
5,020,240
$4,771,253
1,386,156
388,238
118,559
606.329
7,270,534
$1,157,511
123,292
25,203
77,648
23,712
1,407,365
$14,514,872
(466,497)
0
$14,048,375
(679,406)
0
447.14.04
513.368.969
608,498
$608,498
342,280
$342,280
950,778
$950,778
$16.522.607 S8.315.256 $24.837.864
ATTACHMENT A • Page 3
Oakland County Community Mental Health Services Board- Macoinb-Oakland Regions! Center, Inc., Contract
REVENUE DETAIL - DD
October 1, 1996 - September 30, 1997
MEDICAID REIMBURSEMENTS:
AIS
Personal Care
Waiver & Clinic
NonWaiver Clinic
TOTAL GROSS MEDICAID REIMBURSEMENT
LESS: STATE SHARE OF MEDICAID (44.83%)
TOTAL FED. MEDICAID OBLIG. (55.17%)
100% State
Funded
$15,723,522
3,153,759
9,482,509
485,795
$28.845,585
(12,931,476)
$15,914,109
90%State
10% County
$8,844,481
0
5,333,912
273,259
$14.451.652
(6,478,676)
$7,972,976
TOTAL
REIMBURSEMENT
$24,568,003
3,153,759
14,816,421
759,054
$43,297,237
(19,410,151)
$2348879086
NON-MEDICAID REIMBURSEMENTS:
1st & 3rd Party
TOTAL NON-MEDICAID REIMBURSEMENT
GRAND TOTAL REIMBURSEMENTS
(FEDERAL SHARE OF MEDICAID PLUS
NON-MEDICAID REIMBURSEMENT)
ATTACHMENT A - Page 4
Oakland County Community Mental Health Services Board Macomb-Oakland Regional Center, Inc., Contract
•
REVENUE DETAIL-CRS
October 1, 1996 - September 30, 1997
MEDICAID REIMBURSEMENTS:
Personal Care
Clinic Services
TOTAL GROSS MEDICAID REIMBURSEMENT
LESS: STATE SHARE OF MEDICAID (44.83%)
TOTAL FED. MEDICAID OBLIG. (55.17%)
100% State
Funded
354,727
473,444
$828,172
(371,269)
$456903
90%State TOTAL
10% County REIMBURSEMENT
0 $354,727
403,304 876,748
$403,304 $1,231,476
(180,801) (552,071)
$222,503 $679,405
NON-MEDICAID REIMBURSEMENTS:
1st & 3rd Party
TOTAL NON-MEDICAID REIMBURSEMENT
GRAND TOTAL REIMBURSEMENTS
(FEDERAL SHARE OF MEDICAID PLUS
NON-MEDICAID REIMBURSEMENT)
'e • •
251,908 214,589 466,497
S251,908 $214,589 $466497
S708.811 $437.092 $1.145..902
ATTACHMENT A - Page 5
'Oakland County Community Mental Health Services Boara - MacOmb-Oakiand Regional Center, Inc., Contract
EXCEPTION DETAIL - DD
October 1, 1996- September 30, 1997
CATEGORY
Vocational Transportation
Medical/Dental
Enhanced Staffing
Clothing •
Epilepsy -
Guardianship
OT, Speech Equipment
Project Life
J.W.
MSHDA Homes
TOTAL
I BUDGET
$135,462
458,304
83,545
16,470
10,312
38,192
145,607
200,000
• 11,300
386,841
$1,486,033
ATTACHMENT A - Page 6 •
Oakland County Community Mental Health Services Board - Macomb-Oakland Regional Center, Inc., Contract
• EXCEPTION DETAIL - CRS
October 1, 1996- September 30, 1997
CATEGORY BUDGET
Medical/Dental $711,075
Enhanced Hours 213,323
Clothing 34,890
Pharmacy Contract 123,443
TOTAL • $1,082,730
..e
• '
ATTACHMENT A - Page 7
Oakland County Community Mental Health Services Board MacoMb-Oakland Regional Center, Inc., Contract
PLACEMENT DETAIL
October 1, 1996 - September 30, 1997
DD
CATEGORY SLOTS
AIS . 265
CLF 262
CTH 69
SIP 98
DAY PROGRAM 532
CRS
CATEGORY SLOTS
AFC 39
CLF 97
SIP 203
DAY PROGRAM 339
ATTACHMENT A • Page 8
Oakland County Community Marital Hrialth Son/Ices Board -Macomb-Oakland Regional Center, Inc., Contract
•
RESIDENTIAL PER DIEMS - DD
October 1, 1996 - September 30, 1997
AIS
HOME NAME
ALGONQUIN
ALHI
,ALTA VISTA
ANDERSONVILLE
APPOMATTOX
BARR
BIG LAKE
BIGELOW
BIRCHWOOD
BLOOMFIELD
BRIDGEVIEW
BROADVIEW
BRUCE HILLS
CHAPMAN
CHILD'S LAKE
,CIVIC CENTER
CLEARVIEVV
COPPERFIELD
COUNTRYVIEW
CURTIS
CUTHBERT
DARTMOUTH
DARWIN
DAVISBURG
DAVISON LAKE
DEVON
DODGE PARK
DRAKE
DUNHAM
DUNLEAVY
DUNWOODIE
DURSON
EDGAR
EVANSTON
FISHER
FISHER ESTATES
FULTON
GARBOR
GILSAM
GRANGE HALL
GRANGER
GREER
GROVELAND
GROVELAND PINES
GRUBER
HAMLIN
HAMPSTEAD
HIDDEN LANE
HORSESHOE CIRCLE
INDIANWOOD
INKSTER
JACKSON
JEWELL
JOANN
JOSSMAN
JUDGES COURT
EERDEM.
146.64
145.83
136.14
133.52
122.51
161.69
128.93
132.52
137.89
148.92
137.85
125.02
117.12
195.94
117.26
177.39
132.05
128.50
179.36
215.78
170.58
139.12
139.36
133.95
134.73
135.38
126.31
152.59
127.44
117.83
130.98
134.05
199.65
128.09
138.10
205.63
156.27
127.40
140.88
133.05
142.79
130.89
117.49
181.59
118.78
133.36
142.95
188.65
124.76
125.64
128.36
141.28
178.68
119.57
177.90
143.73
HOME NAME
JUNCTION
KATRIN
KERN
KINGSBERRY
KURTZ
LAKE ORION
LAKEVILLE
LANGE
LEE
LEECE
LEETONIA
LEGAULT
LEIDICH
LIDO
MAUREEN LANE
MCGINNIS
MEADOWOOD
MICHAEL COURT
MORGAN
MULVEY
NORTON
NOTTINGHAM .
OAK HILL
OAKVVOOD
OLDE STURBRIDGE
OXFORD
PARKWAY
PELTON
PREDMORE
RAINBOW
RENAISSANCE
RISSMAN
RIVERS EDGE
ROSEMARY
RUTHERLAND
SENECA
SEVEN LAKES
SEVILLE
SEYMOUR LAKE
SILVERBELL
SOUTH BLVD
SPRINGFIELD
STONEY CREEK
SUN NINGDALE
TIMBER HILLS
TOVVNSEND
TRACI
TRELAWNEY
TRUAX LAKE
VAN DYKE
WALBRIDGE
WATERVIEVV
WEST UTICA
INESTLYN
VVHIPPLE LAKE
VVILDWOOD
PER DIEM
102.47
136.58
162.12
85.52
120.62
134.02
173.14
137.96
76.22
129.92
123.63
163.67
124.78
135.50
125.66
129.76
117.64
162.75
135.93
213.67
131.21
106.19
160.32
160.51
135.45
129.86
99.19
150.07
165.60
102.86
149.61
187.56
100.85
124.97
115.40
146.84
133.58
142.48
155.45
130.65
138.12
130.12
172.21
140.99
177.05
151.86
143.04
137.59
179.83
136.36
128.89
149.18
297.38
264.85
188.06
189.31
ATTACHMENT A- Page 9
Oakland County Community Mental Health Services Board - Macomb -Oakland Regional Canter, Inc., Contract
RESIDENTIAL PER DIEMS - DD (Continued)
October 1, 1996 - September 30, 1997
CLF
HOME NAME PER DIEM
ADAMS 84.14
ALBERT 82.80
1ALDERLY WAY 85.77
ALSUP 78.85
ANCHOR BAY 73.22
ARMADA 149.62
ASHBURTON 95.15
AUBURN HILLS 164.22
AUBURN ROAD 90.54
BALCOMBE 150.84
BALD MOUNTAIN 108.64
BELLO WOODS 127.08
BERKFIELD 188.11
BORDMAN • 104.77
BRUSH 237.30
BUTTONWOOD 154.32
CAMELOT 88.15
CAMPBELL 115.12
CAPAC 85.38
CASS 88.62
CASTLETON 110.55
CHRISTIAN HILLS 117.56
CLINTON RIVER 70.18
COREY 80.74
COUNTY LINE 95.96
CR/DERMAN 93.80
DAWN LANE 70.30
DEQUINDRE 152.49
EATON 88.19
FORD HILL 69.00
FOSTER ROAD 91.43
FOX HILL 297.79
FOX RIVER 91.32
FRANKLIN 82.20
GARRETSON 196.62
GILBERT 77.74
GRAMERCY 79.20
GREATER MACK 112.95
GREENING 272.29
HADDINGTON 83.66
HADLEY 99.47
HAGERMAN 109.42
HARRIET 79.44
HEARTHSIDE 74.10
HEYDENREICH 116.74
HIGHLITE 144.10
HONEY BEE 147.67
HUNT CLUB 97.89
INDIAN HILLS 70.62
KANTON 131.07
LAKEVIEW 98.18
LAMBRECHT 287.19
LANCASTER 86.38
LEDGEWAY 88.26
LEE BAKER 100.34
HOME NAME PER DIEM
LIFESTYLES 104.49
LITTLE MACK 148.63
LLEWELYN 69.54
LOCHAVEN 116.12
LUDLOW 68.81
LUDWIG 211.69
MACKEY 115.20
MEADOVVDALE 151.32
MILFORD 145.47
MILLCREST 68.65
MOUND 161.26
NABER 85.67
NORMA LEE 109.65
NORMANDALE 109.72
NORTH PINE . 67.21
OAKLAND 151.12
OLD ORCHARD 143.02
ORION ROAD 103.31
ORTONVILLE • 132.18
PERRY LAKE 166.46
PINE VALLEY 134.81
PONTIAC TRAIL 73.94
PROSPECT 105.38
RAMSEY 116.47
RAY CENTER 93.73 1
ROAN 103.55
ROCHESTER 82.31
ROLLCREST 79.55
RONDALE 112.86
ROY COURT 96.97
RUEDISALE 88.94
SANTA BARBARA 180.47
SHELLY COURT 112.70
SHENANDOAH 68.02
SHIPMAN 196.73
SPRINGBROOK 201.33
SPRINGFIELD OAKS 183.36
STADIUM 134.65
STONEY COVE 114.26
SULA 119.43
TAMARA 73.76
TAMARACK 212.69
TEXAS 143.14
THOMAS 81.88
THREE LAKES 127.23
TIENKEN HILLS 110.45
TIMBER RIDGE 84.86
ULRICH 94.30
VOLZ 53.68
WARICK 311.79
WEST MAPLE 117.98
WEST ROAD 77.85 1
WESTBURY 93.82
VVESTOVER 123.37
VVINKLEMAN 81.73
ATTACHMENT A - Page 10
Oakland County Community Mental Health Services Board • Macomb-Oakland Regional Center, Inc., Contract
RESIDENTIAL PER DIEMS - DO (Continued)
October 1, 1996 - September 30, 1997
CTH
HOME NAME PER DIEM HOME NAME PER DIEM
ARCAND 19.22 ORTE2 19.22
AVANT 28.67 PATTERSON 19.22
BAUGH . 25.98 • PEREZ 33.53
BECKVVITH 47.72 PERRAULT 26.50
BLACKERBY 25.78 PETRI 22.37
BURR 23.42 PITCHER 25.52
CHARLEBOIS 19.22 POMIUA 33.53
CROUCH 19.22 PRIMM 19.22
EDDINGTON 2625 PYPKOWSKI 33.92
FISHER . 79.76 PYPKOVVSKI, V 32.87
FORE 19.22 REINKE 33.53 . FRALEY 27.04 SCIORTINO 68.87
,GIORDANO 16.07 SEIDEL 23.92
HARGROVE 84.19 SHOOKS 24.47
HARLESS . 19.22 SHOOKS 19.22
HAY 38.47 SHORT 24.47
HOLUS 19.22 SMITH, R 25.52
HOPP 12.92 SNOWDEN 12.92
HOPSON 12.92 STANKEWICH 12.92
HUTCHINS 25.52 - STAPLE 43.05
JACKSON 19.22 STAUNTON 37.07
KING . 19.22 TADEUSIAK 20.18
1(1NKLE 19.22 TORTOMOSE 24.47
LOVE 12.92 WALTERS 19.22
MILKER 32.53 VVETHY 33.53
MOWRY 24.47 WHITE, B 57.43
NELSON . 29.72 WILSON, J 27.09
NELSON 34.70 WRIGHT 33.53
ATTACHMENT A - Page 11
Oakland County Community Mental Health Services Board - Macomb-Oakland Regional Center, Inc., Contract
RESIDENTIAL PER DIEMS - CRS
October 1, 1996 - September 30, 1997
AFC
HOME NAME
BETTY'S ADULT HOME
FAMILY CARE
FERGUSON
GREENACRES
GRUSNICK
HOPE NETWORK III-SOJOURNE
HOPE REHAB I-HORIZONS
HOPE REHAB II-LODGE PROG.
PER DIEM
32.02
34.85
34.85
12.63
13.26
176.92
143.64
91.14
HOME NAME
HURON PC
LIGHTHOUSE
MILL STREET
MULLIGAN
OAKHILL
RELIABLE
SILVER TEA CLUB
SPECIAL CARE
PER DIEM
13.26
32.02
13.26
13.26
32.36
32.02
30.10
13.26
CLF
HOME NAME
LAKEVILLE MANOR
LEONARD
MCCLUNG
MECCA HOUSE
MELROSE
PHOENIX
SYNOD WATERFORD
WHITE LAKE
PER DIEM
90.86
91.73
90.07
91.07
96.33
90.42
94.56
93.70
HOME NAME
ARLINGTON
CLAWSON
GENESEE CO. CMH-MONTCLAIR
GRAYLING
GREENLASH HOUSE
HUMMER LAKE
JAMESTOVVN
KADIMA
LAKE OAKLAND SHORES
PER DIEM
• 91.20
93.10
156.67
105.89
65.89
87.01
81.33
94.03
134.17
SIP
HOME NAME
ALTERNATIVE CL I
BEACON HILL
BINGHAM FARMS
CHEROKEE HILLS
D&M NORTH
D&M SOUTH
GERIATRIC APTS
GREENLASH
KADIMA I
KADIMA II
KINNARD
MECCA
PER DIEM
70.23
84.40
47.34
72.53
47.34
47.34
49.90
46.49
64.06
64.06
67.75
67.75
HOME NAME
OAKLAND NEW LIFE I
OAKLAND NEW LIFE II
OAKLAND NEVV1.IFE III
PEACOCK-KINSEL LODG
RENAISSANCE
RENAISSANCE OAK
SYNOD OAKLAND I
SYNOD OAKLAND II
WHOLE LIFE OAKLAND I
WHOLE LIFE OAKLAND II
WHOLE LIFE OAKLAND II
PER DIEM
57.89
57.89
57.89
47.34
66.46
66.46
58.47
58.47
47.96
47.96
152.00
L
ATTACHMENT B
ADDITIONAL TERMS AND CONDITIONS
OAKLAND COUNTY
COMMUNITY MENTAL HEALTH SERVICES BOARD
MACOMB-OAKLAND REGIONAL CENTER, INC.
CONTRACT
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board — Macomb-Oakland Reaional Center. Inc.. Contract
Section Page
TABLE OF CONTENTS
1 PROVIDER INSURANCE OBLIGATIONS 2
2 PROVIDER INDEMNIFICATION OBLIGATIONS 3
3 RECIPIENT RIGHTS 4
4 RECIPIENT SAFETY AND WELL BEING 5
5 PROVIDER ASSURANCES AND CERTIFICATIONS 5
6 PROVIDER COMPLIANCE WITH THE STATE AND BOARD GUIDELINES AND POLICIES 9
7 PROVIDER EMPLOYEES 11
8 PROVIDER RECORD-KEEPING AND REPORTING REQUIREMENTS 13
9 PROGRAM EVALUATION - COST SETTLEMENT - AUDIT 16
10 PROVIDER REPAYMENT OF BOARD FUNDS 18
11 BOARD ACCESS TO PROVIDER PROGRAM AND RECORDS 20
12 BOARD RIGHT TO REMOVE RECIPIENTS FROM PROVIDER'S PROGRAM 21
13 TERMINATION OF THIS CONTRACT 21
14 DISCLAIMERS OF LIABILITIES 23
15 TERMS THAT SURVIVE THE CONTRACT 24
16 SUCCESSORS AND ASSIGNS BOUND 24
17 PROVIDER ASSIGNMENT/ DELEGATION' 24
18 BOARD ORGANIZATION CHANGE - BOARD ASSIGNMENT / DELEGATION 25
19 NOTICES 26
20 NO THIRD-PARTY BENEFICIARIES 27
21 NO ASSUMPTION OF OBLIGATIONS BY BOARD 27
22 RESERVATION OF RIGHTS 27
23 NO IMPLIED WAIVERS 27
24 NO IN-KIND SERVICES 27
25 NO VERBAL MODIFICATION OR AMENDMENTS 27
26 APPLICABLE LAW 27
27 CONSENT TO JURISDICTION AND VENUE 28
28 CONSENT TO ALTERNATE SERVICE OF PROCESS 28
29 SEVERABILITY 28
30 CAPTIONS 28
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board — Macomb-Oakland Rpninnai rant's.. Ind- nnntr2rt
1 PROVIDER INSURANCE OBLIGATIONS. The Provider agrees, at its sole cost and expense, to
purchase and/or self-insure, with prior County written approval and concurrence, and maintain the
following insurance coverage(s) in the minimum amounts indicated for the entire duration of this
Contract and to provide the Board with appropriate Certificates of Insurance and/or Self-
Insurance.
$2,000,000.00 combined single limit per occurrence, and $5,000,000.00 annual aggregate
Commercial General Liability, including broad form contractual coverage.
NOTE: If any Provider Employee, as defined herein, shall be engaged in the practice of
medicine, psychiatry, psychology, social work, counseling, nursing, and/or Recipient
medical, emotional or health related treatment, the Provider shall also maintain and
provide for the Services of such Provider Employees $2,000,000.00 Professional Liability
insurance coverage per occurrence and/or claim, and $5,000,000.00 annual aggregate.
These policies and/or protection(s) will provide that the County, the Board, and all Board
Agents, as defined in this Contract, must be named as Additional Insured with respect to
any Claim(s) as defined in this Contract, arising out of the Provider's or any Provider
Employees Services under or in connection with this Contract.
1.2 Workers' Compensation as required by law: Coverage B - Employers' Liability in the
minimum amount of $100,00Q_Ca
1.3 If the Provider owns, leases, or uses vehicles in the transportation of Recipients or the
provision of other Services funded through this Contract, $1,000,000.00 Combined Single
Limit Automobile Liability, including coverage for hired and leased vehicles, and owned
and non-owned autos, with No-Fault coverage as required by law. If no vehicles are
owned or leased by the Provider, non-owned and hired car coverage will be required in
lieu of auto fleet coverage.
1.4 The Provider shall also assure that all professional contractual persons serving
Recipients under this Contract are covered by professional liability insurance in the
amount of at least $100,000.00 per occurrence and/or claim, $300,000.00 annual
aggregate.
1.5 Property insurance coverage with replacement-cost endorsement for furnishings and
equipment provided to the Provider by either the Board, the County, the State and/or
purchased with Board, County, and/or State funds, and where applicable, such coverage
shall also include coverage for all personal property of Recipients under Provider's care
and supervision. The certificates shall maintain limits, at minimum, equal to the value of
the above properties.
1.6 A Blanket Provider Employee Dishonesty Bond with limits of $2,000,000.00 per
occurrence shall be maintained for the duration of this Contract.
1.7 All Certificates of Insurance or Self-Insurance for the above items shall contain the
following clauses:
1.1
Page 2 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board — Macomb-Oakland Regional Center. Inc.. Contract
1.7.1 "Any insurance coverage afforded the County, the Board, and any Board Agent,
and the Additional Insured shall apply as primary and not excess to any other
insurance issued in the name of the County, the Board, and any Board Agent, or
any of the Additional Insured";
1.7.2 "The insurance company or companies issuing the policy or policies shall have no
recourse against the County, the Board, or any Board Agent, or the Additional
Insured for payment of any premiums or for assessments under any form of
policy";
1.7.3 "Any and all deductibles and/or Self-Insured retention in the above-described
insurance coverages shall be assumed by, and be for the account of, and at the
sole risk of, the Provider"; and
1.7.4 "There will be no additional exclusions running to the Additional Insured based
upon any actions or activities of the named insured."
1.8 All Certificates of Insurance, Self-Insurance, Bonds, or other applicable or required
documents, are to provide thirty (30) Days notice of material change or cancellation.
These Certificates must be provided to the following Board Agents, The Oakland County
Risk Management & Safety Division and the Oakland County Purchasing Division, before
the effective date of this Contract, and at anytime thereafter, upon reasonable request.
Insurance carrier(s), coverage(s), and policy limits are also subject to the approval of
these Board Agents as to conformity with the requirements of this Contract.
2 PROVIDER INDEMNIFICATION OBLIGATIONS. Except only for any specific dollar amount of
any court-ordered judgment or damage award which a court has specifically decided was due to
negligence of the Board, the County, the State, and/or any Board, County, or State Agent, the
Provider agrees to save, indemnify and hold harmless the Board, the County, the State, and/or
any Board, County, or State Agent from and against any and all Claim(s), as defined above, which
are imposed upon, incurred by, or asserted against the Board, the County, the State, and/or any
Board, County, or State Agent, by any person which are based upon, result from, arise from or are
in any way related to any alleged error, mistake, negligent or intentional act(s) or omission(s) by
the Provider and/or any Provider Employees and/or Provider Subcontractors, including, but not
limited to, any alleged failure by the Provider and/or any Provider Employees and/or Provider
Subcontractors to: (1) comply with any Provider and/or Provider Subcontractors duty or obligation
in this Contract; (2) adequately train, supervise, or employ any Provider Employee or Provider
Subcontractor; (3) meet any Provider, Provider Employee, or Provider Subcontractor obligation to
any recipient; (4) adequately care for and supervise any Recipient or any other person under
Provider's and/or Provider Subcontractors care; and/or (5) any alleged Provider breach of legal
duty to any person, including the Board, under the terms of this Agreement, the common law, or
under applicable State or federal law.
2.1 The indemnification right(s) afforded to the Board, the County, the State, and/or any
Board, County, or State Agent in this Contract shall be excess and over and above any
valid and collectible insurance rights as provided and available to the Board, the County,
the State, and/or any Board, County, or State Agent under this Contract and applicable to
any part of any ultimate net loss the which Board, the County, the State, and/or any
Page 3 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board -- Macomb-Oakland Regional Center. Inc.. Contract
Board, County, or State Agent suffers, whether any such insurance coverage is stated to
be primary, contributing, excess or contingent.
2.2 The Parties agree that they shall each promptly deliver to the other written notice and
copies of any Claim(s), accusation(s) or allegation(s) of negligence or wrongdoing, or any
attested violation of any Recipient's Rights, which either Party becomes aware of which
involves, in any way, any Provider Services under this Contract.
3 RECIPIENT RIGHTS. The Provider agrees to strictly comply with all Recipient Rights provisions
of the Michigan Mental Health Code and Administrative Rules of the DSS or DCH and all
applicable DCH Recipient Rights Policies, including those set forth in the DCH Full Management
Contract. The Provider agrees to accept and submit to the jurisdiction of the Board's Office of
Recipient Rights and/or any lawfully authorized State or federal agency, including, but not limited
to, the DSS and/or DCH, and grant to any such person and/or the Board the right to investigate,
report, and/or prosecute any suspected or alleged violations of any of Recipient's legal rights.
The Provider shall permit any Board-designated Agent or other authorized State or federal agency
full and complete access to Provider's and/or Provider Subcontractors Program/Facility,
Recipients, Provider Employees, and/or Provider Subcontractors any other Program/Facility
residents or staff, any and all Recipient clinical and/or medical records, any Provider Financial
Records, and/or any Provider Employee and/or Provider Subcontractors personnel records and
fully cooperate with any Board or other authorized State or federal agency's investigation into any
alleged violation of any Recipient's rights.
3.1 The Provider agrees to designate a Provider Employee as the "Recipient Rights
Coordinator" or "Ombudsperson" who shall be responsible for informing Recipients
served of their rights, and for ensuring that Recipients and their families/guardians have
access to the Provider's and/or Board's Recipient Rights protection systems. If the
Provider employs one or more Provider Employees who do not provide direct services to
Recipients, then the Provider Employee designated as the "Recipient Rights Coordinator"
or "Ombudsperson" shall be a person not providing direct Provider Services to Recipients.
3.2 The Provider shall provide all new Provider Employees and/or Provider Subcontractors,
prior to the time such new Provider Employee(s) and/or Provider Subcontractors begins
to deliver any Provider Services to any Recipients, with an orientation on definitions of
abuse and neglect, training on all Recipient Rights obligations and all mandated Recipient
Rights reporting requirements as set forth in this Contract and/or any applicable State
statute, rule or policy. The Provider shall document that each new Provider Employee
and/or Provider Subcontractors has received such training indicating the date such
training occurred. The Provider and/or Provider Subcontractors shall also post, in a
conspicuous place, a summary of rights guaranteed by the Mental Health Code and DCH
or DSS Administrative Rules, all applicable DCH Policies, including those set forth in the
DCH Full Management Contract, as well as any Board-approved summary of Recipients'
rights, including directions for access to the Provider's and/or Board's Recipient Rights
staff, and shall adhere to all applicable rules, policies and procedures of the Board for
Recipient Rights protection.
3.3 The Provider agrees to notify the DSS's Protective Services Division, as required by law,
regarding any suspected abuse or neglect of Recipients served under this Contract. The
Page 4 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board — Macomb-Oakland Reaionat Center. Inc Carom&
Provider also agrees to notify the Board's Recipient Rights Office immediately regarding
any suspected abuse, neglect or Recipient Rights violation.
3.4 The Provider and/or Provider Subcontractors shall not retaliate in any manner against its
Recipient Rights staff or any other persons for reason of its filing of alleged violations of
Recipients' Rights. The Provider and/or Provider Subcontractors agrees to post a copy of
the Whistle Blower Act poster developed as a result of the passage of Public Act 469 of
1980.
3.5 The Provider and/or Provider Subcontractors shall promptly implement any remedial
action required by the Board to correct or prevent any further suspected violation of any
Recipient's rights.
3.6 The Provider agrees to immediately notify the Board, upon discovery of any unexpected
absence of any Recipient from Provider's and/or Provider Subcontractors
Program/Facility. In the event the Board is closed, the Provider and/or Provider
Subcontractors shall utilize emergency procedures established by the Board to reach the
appropriate Board Agent.
3.7 The Provider agrees to immediately report, by telephone, to the Board's Recipient Rights
Office any serious injury or death of any Recipient. In the event the Board is closed, the
Provider and/or Provider Subcontractors shall utilize emergency procedures established
to reach the appropriate Board Agent. Within three (3) Days after any verbal or telephone
report, the Provider shall submit a written report to the Board on such forms and in such
format and detail as the Board may require.
3.8 The Board shall designate a Board Agent whom the Provider may contact 24 hours a day,'
seven days a week, in case of any Recipient-related absence, injury, or emergency.
4 RECIPIENT SAFETY AND WELL BEING. The Provider and/or Provider Subcontractors shall
ensure that the Program/Facility and its surrounding grounds, including, but not limited to,
driveways, sidewalks, walkways, etc., and/or its internal equipment, including, but not limited to,
furnaces, water supply, plumbing fixtures, etc., remain in a safe, clean, healthy, and habitable
condition. The Provider shall notify the Board, within 24 hours, after the receipt of any ticket,
summons, warning, or any other notice of any violation or suspected violation of any applicable
heath, safety, or fire code or any other ordinance or maintenance requirement from any
governmental agency.
4.1 The Provider shall assure that at least one Provider Employee and/or Provider
Subcontractor familiar with and capable of implementing emergency procedures is
available at all times whenever one or more Recipients are in Provider's or Provider
Subcontractor's Program/Facility.
4.2 The Provider shall develop and implement Universal Precaution procedures for blood
borne disease prevention for Provider Employees, Provider Subcontractors, and
Recipients, in conformance with applicable federal and State statutes and Administrative
Rules, and shall adhere to all staff training, vaccination and other guidelines required by
said statutes and/or Administrative Rules.
Page 5 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board — Macomb-Oakland Regional Center. Inc.. Contract
4.3 The Board shall not have any financial obligation under this Contract for any and all
maintenance, utility service charges and incidental expenses related to any
Program/Facility. The Board, unless otherwise agreed to in writing by the Board, shall not
be responsible for any uninsured cost of repair or damage to the physical structure and
contents of the Program/Facility and/or its surroundings.
5 PROVIDER ASSURANCES AND CERTIFICATIONS. The Provider represents and agrees to the
following:
5.1 That any Recipient "Personal Allowance" funds, as defined in this Contract and/or under
applicable DCH or federal rules, shall not be used for payment of goods and services
required for room, board, supervision or programs unless otherwise expressly permitted
under any applicable federal, State, or Board developed and/or approved policy.
5.2 The Provider and/or Provider Subcontractors shall not discriminate against an employee
or an applicant for employment with respect to hiring, tenure, terms, conditions or
privileges of employment or with respect to a matter directly or indirectly related to
employment and/or against any Recipient or other person or any applicant for receipt of
Provider's and/or Provider Subcontractors Services in keeping with the Elliott-Larsen Civil
Rights Act, Public Act 453 of 1976, as amended, (MCL 37.2101, et seq.), the Michigan
Handicappers' Civil Rights Act, Public Act 220 of 1976, as amended, (MCL 37.1101, et
seq.), and any other federal, State or local acts forbidding discrimination against any
individual in employment, public accommodation, housing, or the receipt of public
services.
5.3 The Provider shall promptly notify the Board of any allegation, complaint, charge filed
with, and/or any determination or finding by, any Court, State or federal administrative
agency, of illegal discrimination by the Provider and/or Provider Subcontractors in
employment, public accommodation, housing, and/or delivery of any public service. The
Board, in its sole discretion, may consider any such matter as a material and substantial
breach of this Contract which may result in the termination thereof.
5.4 The Parties agree that all work and/or Services performed by the Provider and/or any
Provider Employees and/or Provider Subcontractors pursuant to this Contract shall be
undertaken by the Provider as an Independent Contractor and not as an Agent or
employee of the Board, the County and/or the State. Nothing in this Contract shall be
construed to create a partnership, joint venture or agency relationship between the
Parties.
5.5 The Parties agree that the description in this Contract of Provider's Services shall not be
deemed or interpreted as establishing the maximum level of Provider Services to any
Recipient, but only the acceptable minimum level of such Services required under this
Contract. The Parties agree that compliance with any description in this Contract of
Provider's Services or any other term or condition of this Contract shall not be a defense
or legal excuse for any alleged Provider's failure to exercise due care and diligence in
providing any necessary Services to any Recipient.
5.6 The Provider shall promptly notify the Board of any unusual circumstance or an
unanticipated situation related to Provider's and/or Provider Subcontractors
Page 6 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board -- Marnmhnki..nd Paninnal Inc Contract
Program/Facility (e.g., fire, flood, power outages, etc.) or any other event that would or
could interfere with or adversely effect Provider's and/or Provider Subcontractors
continued ability to deliver Services (e.g., unusual Provider Employee and/or Provider
Subcontractors illnesses, turnover, staffing changes, strike, etc.), or any other event or
circumstance that would or could materially effect or change the scope or cost of
Provider's Services or any possible amount due and owing the Provider from the Board
pursuant to this Contract. The Provider is expected, through either insurance (e.g.,
business interruption, casualty, etc.) or Provider initiated alternative "temporary" or
"emergency" contractual or sub-contractual Service delivery arrangements, to continue to
deliver Provider's Services pursuant to this Contract in the event of any normal business
planned for and/or insurable business risks such as business interruption and/or any
insurable casualty or loss.
5.7 The Provider agrees, at its sole expense, to be exclusively responsible for obtaining and
maintaining throughout the term of this Contract any and all licenses, permits,
qualifications, and governmental authorizations necessary to conduct its business and
perform all Services required under this Contract. The Provider shall deliver, upon
request, to the Board copies of all such current licences, permits and/or certificates.
5.8 The Provider agrees and warrants that neither its nor its Provider Subcontractors'
business operations and practices are not and will not knowingly violate any statute, law,
governmental regulation, rule, license, lease, contract, insurance policy requirements,
ordinance, judgment, order, or decree applicable to it, which violation would in any
respect materially and adversely affect the property, business, operations or condition
(financial or otherwise) of the Provider or the Provider's and/or Provider Subcontractors
Program/Facility so as to possibly interfere with or adversely effect the Provider's and/or
Provider Subcontractors ability to provide Services or its obligation to the Board under the
terms of this Contract.
5.9 The Provider warrants that both it and all Provider Employees and/or Provider
Subcontractor shall provide and.deliver all Provider Services called for in this Contract in
complete accordance with all applicable statutes, laws, rules, regulations, ordinances,
including, without limitation, any applicable insurance policy requirements, any
professional standards, any and all applicable safety and health codes, rules, or
regulations, and/or any other requirement of any governmental body or agency.
5.10 The Provider warrants that neither it nor any Provider Employee nor Provider
Subcontractor shall either negligently or knowingly permit the contemplated Services to
be performed in violation of any applicable federal, state, or municipal statutes,
ordinances, or regulations, or contrary to the provisions of any applicable insurance
policy. The Provider agrees to promptly notify the Board, in writing, of any Provider
perceived conflict between this Contract and any federal or State law, rule, regulation, or
guidelines and/or any Provider insurance policy requirement or any DCH policy or
guideline. The Provider agrees that it shall be solely liable for, and shall indemnify and
hold the County and Board harmless as provided for in this Contract, any and all Claim(s),
fines, penalties, sanctions, and/or violations imposed by any governmental authority upon
the County or the Board due to any negligence or failure by the Provider and/or Provider
Subcontractors to provide Services according to any and all applicable legal requirements
or the terms and conditions of this Contract.
Page 7 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board — Macomb-Oakland Re_aionaLCent_Inc._, Contract
5.11 Unless and except as may otherwise be expressly provided for in this Contract, the Board
shall not be liable for any Provider and/or Provider Subcontractors costs, taxes,
assessments, or any other governmental charges, costs, or fees, as they become due
from the Provider and/or Provider Subcontractors, and/or any and all other expenses
associated with or incurred by the Provider and/or Provider Subcontractors, or any
Provider Employees, in providing Services under this Contract, including, but not limited
to, all recurring and nonrecurring operating costs, equipment, transportation, any
perpetual operation and maintenance costs, any replacement and repair costs associated
with providing Services, and any federal, State, and local taxes; insurance, legal
expenses, permits, inspections, professional dues or licenses, Contract-required
insurance costs, association fees, license fees, fines and penalties, reports, and any other
charges or requirements, qualifications, and governmental authorizations, including all
other incidentals and related costs of Services necessary to conduct its business and
perform the Services required under this Contract. Except as otherwise provided in this
Contract, any and all labor, materials, and incidentals necessary and required for the
provision of the Services under the terms of this Contract shall be furnished by the
Provider and/or Provider Subcontractors at no additional cost or expense to the Board.
5.12 The Provider warrants that it shall not create any other legal entities, further incorporate,
form, or enter into any partnerships or otherwise which would in any way tend to impair,
shift, or change any of Provider's legal duties, promises to indemnify or insure, or any
other obligation under this Contract to any other legal entity without written notice to and
the approval of the Board at least ninety (90) Days before any such planned event.
5.13 The Provider warrants that it has taken all actions and secured all approvals necessary to
authorize and complete the transactions contemplated by this Contract, and that the
person signing this document on behalf of the Provider has full and complete legal
authority to sign this Contract on behalf of the Provider and legally bind the Provider to the
terms, conditions, and obligations contained herein.
5.14 The Provider acknowledges that because the Board may submit a claim for Medicaid
reimbursement to recover funds paid to the Provider for services rendered: (a) Funds
under P.A. 280 of 1939, as amended, may be affected by this Contract; (b) the
submission of false data supplied by the Provider will result in the Board causing a false
claim to be made to the State under the Act; and (c) any person causing a false claim to
be made is guilty of a felony punishable by imprisonment for not more than four years, by
a fine of not more than $50,000.00, or both.
5.15 The Provider agrees to comply with the provisions of any and all statutes, County and/or
Board policies relating to conflict of interest with governmental employees and,
specifically, any Board Agent. The Provider warrants to avoid any conflict of interest,
whether real or perceived. The Provider affirms that, to its knowledge, no Provider
Employee and/or Provider Subcontractor or anyone acting on behalf or legally capable of
acting on behalf of the Provider is employed by the Board or the County as of the date of
this Contract, nor is any such person using, nor is he or she privy to any insider
information which would tend to give or give the appearance of tending to give an unfair
advantage to the Provider with respect to this Contract.
Page 8 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board -- Macomb-Oakland Regional Center. Inc.. Contract
5.15.1 The Provider shall give the Board written notice of any information to the contrary
or exception to the foregoing promptly upon Provider's becoming aware of same
at anytime during the term of this Contract.
5.15.2 The Provider shall cooperate with the Board and fully disclose any information
related to any persons and any possible conflicts of interest. The Provider shall,
upon request, furnish the Board the names, addresses, and any business
relationships or interests with the Provider of any Provider corporate officers,
partners of a partnership, or contractors. Breach of this covenant, in the sole
discretion of the Board, may be regarded as a material and a substantial breach
of this Contract and may result in the termination thereof.
5.15.3 Subject to any federal/state laws relating to any conflict of interest for public
employees, the Provider shall not grant, give, allow, pay, reimburse, compensate,
or otherwise provide any benefits, privileges, gifts, equipment, personal property,
supplies, entitlement, or consideration (monetary or otherwise), or give or loan
any other thing of value, either directly or indirectly, to, for the use by, or on behalf
of, any individual or group of persons included within the definition of the Board or
Board Agents, except as expressly provided for in this Contract.
5.15.4 The Provider shall not knowingly hire, employ, become associated with, or enter
any contract for any work or service with any Board Agent. The Provider shall
comply with all applicable state statutes, including, but not limited to, Public Act
317 of 1968, as amended (MCL 15.321, et seq.) and/or Board policies regarding
contracts with public employee(s), public employee conflict of interest, or public
employee ethics. To avoid any real or perceived conflict or interest, the Provider
shall identify any Provider's Employee or any relative of any Providers Employee
employed by the Board.
5.16 Any Program or Recipient furniture, equipment or household items purchased by the
Board for the expressed use by a named Board-covered Recipient or by the Program
Services purchased through this Contract shall be tagged and inventoried by the Board
with the cooperation of the Provider. With the expiration of this Contract or any
movement of the Recipient, any such Board or Recipient-owned items shall be returned
by the Provider either to the Board or to the Recipient as the Board may direct.
6 PROVIDER COMPLIANCE WITH THE STATE AND BOARD GUIDELINES AND POLICIES.
This Contract is entered into under authority granted by the Michigan Mental Health Code (1974
P.A. 258, MCL 330.1001, et seq., as amended), and in accordance with all applicable laws and
any applicable federal and State (e.g., DCH or DSS) rules and regulations. In addition, to the
extent provided in the DCH Full Management Contract, those documents identified in the following
subsections, except as otherwise expressly provided for in this Contract, the Provider shall also
comply with and adhere to all Provider applicable federal, State, or Board guidelines and/or
policies, including, but not limited to, the following State and/or Board policies and procedures:
6.1 Jvlichigan DCH Standards for Michiaan Community Mental Health Services for quality
assurance, in Michigan Department of Social Services Medicaid Standards (now Medicaid
Services Administration), where applicable.
Page 9 of 29
ATTACHMENT /3 - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board — Macomb-Oakland Regional Center, Inc., Contract
6.2 A formal Recipient and/or Recipient family-oriented "Grievance Procedure" established by
the Provider which shall be in such form and scope as acceptable to the Board and, in the
Board's sole opinion and judgment, consistent with all applicable laws, DCH
Administrative Rules and DCH Policies, including those set forth in the DCH Full
Management Contract.
6.3 "Billable Service Descriptions List" (for Medicaid-eligible Providers).
6.4 Michigan Department of Mental Health Rules. Guidelines and Administrative Directives,
Administrative Rules R.8201-8284 (re: Recipient Financial Resource amounts, as defined
in this Contract, including any Recipient fees/Ability To Pay).
6.5 DCH Michigan Standards for Community Mental Health Services, Community Mental
Health Financing (IV-F-001-0001).
6.6 Michiaan DSS Medicaid Standards, Entire Chapter III of the Standards manual (dated
11/1/91 or as subsequently amended).-
6.7 Oakland County Community Mental Health Services Board's Program Performance
Monitoring Indicators.
6.8 All applicable Oakland County Community Mental Health Policies & Procedures.
6.9 CMH Specialized Residential Programs (October 1992) as attached to the DCH Full
Management Contract.
6.10 Community Mental Health State Financing (September 1993), as attached to the DCH
Full Management Contract.
6.11 Community Mental Health Recipient Rights System, as attached to the DCH Full
Management Contract.
6.12 Agreement Regarding CMH Board Policy on Review and Reporting of Death (October,
1992), as attached to the DCH Full Management Contract.
6.13 01-C-1116(j)/GL-00, Department of Mental Health Guideline IV-F-002-0001 (July 18,
1984), Personal Care in Non-specialized Settings and revised pp. 14, 15, 16 and 20, April
24, 1986.
6.14 07-C-1712/GL, Department of Mental Health Guideline IV-G-004-0001 (August 29, 1984),
Individual Plan of Service. Revised memo of agreement between DSS/DPH/DMH (now
"DCH") dated February 13, 1986, as attached to the DCH Full Management Contract.
6.15 07-C-1722/AD-004, Supplement to Administrative Directive FY 82/83 IV-G-3 (May 18,
1984), Adult Protective Services Act - DSS/DMH (now "DCH") Agreement, as attached to
the DCH Full Management Contract.
Page 10 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS_
Oakland County Community Mental Health Services Board — Mannrph-pnklagiut iggiagajziatar agat
6.16 07-R-7009/GL-01, Department of Mental Health Guideline IV-I-001-0002 (June 30, 1983),
Rights of Recipients of Specialized Residences, as attached to the DCH Full
Management Contract.
6.17 07-R-7158/GL, Department of Mental Health Guideline III-H-003-0006 (September 26,
1985), Medication Use: Psychotropic Drugs, as attached to the DCH Full Management
Contract.
6.18 07-R-71651GL, Department of Mental Health Guideline IV-H-005-0002 (July 2, 1985),
Food and Dietary Practices, Policy Only, as attached to the DCH Full Management
Contract.
6.19 08-C-1812/AD, Administrative Directive IV-F-7 (March 29, 1985), Optional Method for
Recovery of Supplemental Security. Income Retroactive Payments.
6.20 In the event that there shall be any Provider perceived or actual conflict, question or
interpretation of any Provider Services, rights or obligations under this Contract and any
of the policies or guidelines as set forth in any of the documents identified or referenced in
this section and/or any of the enumerated subsections, the terms and/or conditions
contained elsewhere in this Contract shall prevail. The Parties agree and intend that any
such perceived or alleged conflicting provision in any such policy or guideline identified in
this section shall be read and interpreted by the Parties as narrowly as practicable in
order to read any allegedly conflicting guideline or policy provisions as harmoniously as
possible and give the maximum cumulative effect to both the allegedly conflicting
guideline or policy language and any term or condition in this Contract. To the extent that
any provision in this Contract and any possible conflicting guideline or policy provision
identified in this section cannot be reconciled and/or read together, so as to give full effect
to both; the conflicting provision of any such policy or guideline shall be without force and
effect in the interpretation of this Contract and/or in establishing the rights and obligations
of the Parties thereto.
6.21 During any term of this Contract, the Board shall advise and upon request provide copies
to the Provider of any modifications to the Mental Health Code, DCH rules, applicable
DCH policies, such as those set forth in the DCH Full Management Contract, and any
other DCH or Board policies, directives or procedures or any other documents, forms,
policies, and materials referenced in this Contract that may effect the Provider's Services
or obligations under this Contract. The Provider, upon the Board's request, shall
acknowledge in writing the receipt of any such documents provided by the Board. Any
failure of the Board to notify the Provider of any change in any applicable federal or State
law, or regulation having the effect of law shall not be deemed an excuse for any possible
Provider failure to follow and conform with the requirements of any such applicable law or
regulation.
6.22 The Provider shall also furnish to the Board a "Quality Improvement Plan" relative to the
Services being provided pursuant to this Contract in such form as may be required by the
DCH Full Management Contract and/or the Board.
Page 11 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITInNS
Oakland County Community Mental Health Services Board Macomb-Oakland Ronionni nantpr mr rontrant
7 PROVIDER EMPLOYEES. The Provider shall employ and assign qualified Provider Employees
and/or Provider Subcontractors as defined in this Contract, as necessary and appropriate to
provide for all of Provider's Services under this Contract.
7.1 Provider Employees and/or Provider Subcontractors shall be employed and assigned on
the basis of appropriate certifications, education and experience, licenses, qualifications,
and seniority, as determined by the Provider and/or as required under State law. The
Provider shall also employ and assign qualified administrative, professional, and support
personnel, as necessary, to fully meet its obligations under this Contract.
7.2 The Provider shall solely control, direct, and supervise all Provider Employees and/or
Provider Subcontractors and, subject to the terms of this Contract, shall be solely
responsible for the means and manner in which Provider's Services under said Contract
are rendered and the means and manner in which Provider's other legal and contractual
obligations are satisfied.
7.3 The Provider, at its sole expense, at all times during this Contract, shall also be solely and
completely responsible for furnishing all Provider Employees and/or Provider
Subcontractors with all job instructions, job descriptions, job specifications, and any
necessary and/or advantageous tools and all other equipment that any Provider
Employee and/or Provider Subcontractors requires for the completion of any Provider's
Services.
7.4 The Provider shall, in written notice to the Board, designate a specific Provider Employee
to be fully responsible for the administration of the Provider's Services and
Program/Facility. This Provider Employee and/or his/her designee shall be available to
the Board, the Recipients, and to the Provider's Employees and direct-care staff during
any period of time that any Recipients are under Provider's care and/or custody. This
Provider Employee shall be able to take all necessary action on behalf of the Provider.
7.5 The Provider warrants that any Provider Services that are required to be performed by
Provider Employees and/or Provider Subcontractors with specific professional or
occupation licenses or who require any special training under State law shall be
performed only by a Provider Employee and/or Provider Subcontractor who possesses
any such required license or training. The Provider shall at all times maintain in its
possession a current copy of each such professional or occupational license required of
any Provider Employee and/or Provider Subcontractor and shall provide the Board with
copies of any such Provider Employee and/or Provider Subcontractor licenses upon
request.
7.6 The Provider warrants that at all times during the term of this Contract the Provider shall
employ the required numbers and levels of professionally licensed, permanent or
temporary, Provider Employees and/or Provider Subcontractors required to deliver
Provider's Services. The Services required from professionally licensed Provider
Employees under this Contract shall not be substantially diminished by Provider
Employee and/or Provider Subcontractor turnover.
7.7 The Provider shall permit only responsible persons, who are appropriately licensed as
required by State law, to operate motor vehicles transporting Recipients. Any vehicles
Page 12 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIOVI
Oakland County Community Mental Health Services Board — Macomb-Oakland RAninn2i rantor Inr nnntrart
used for transportation of Recipients by the Provider shall be maintained by the Provider,
at its sole cost and expense, in a safe operating condition.
7.8 The Provider agrees that, at all times and for all purposes relevant to this Contract, the
Provider shall (as between the Parties) remain the sole and exclusive employer of all
Provider Employees and/or Provider Subcontractors and shall remain solely and
completely liable for any and all Provider Employees' and/or Provider Subcontractors'
past, present, or future: wages, compensation, overtime wages, fringe benefits, pension
or retirement benefits, workers' disability compensation benefits, travel expenses, mileage
allowances, training expenses, transportation costs, and/or any other employment-related
allowances or obligations of any kind, including, but not limited to, any Provider's
employer obligations concerning any and all Provider Employees' and/or Provider
Subcontractors' health, safety and welfare. In addition, the Provider agrees that it shall
remain solely and completely liable for any and all Claims, rights, liabilities, or privileges,
whether in tort or contract, whether based upon any statutory or common law right, or in
any way based upon any Provider Employee's and/or Provider Subcontractor's
employment status, any applicable employment contract, or the performance of any duty
for the Provider under the terms of this Contract.
7.9 The Provider agrees that no Provider Employee and/or Provider Subcontractor shall, by
virtue of this Contract or otherwise, be considered or claimed to be an employee of the
Board, the County, and/or the State. This Contract does not grant or confer, and shall not
be interpreted to grant or confer, upon any Provider Employee and/or Provider
Subcontractor or any other individual any status, privilege, right, or benefit of Board,
County, and/or State employment or that of either a Board, County, and/or State Agent or
employee.
7.10 The Provider agrees to indemnify and hold harmless the Board and/or the County against
any and all Claim(s) brought by or on behalf of any Provider Employee and/or Provider
Subcontractor, its union(s), agents, successors, executors, or assigns against the Board
or the County which are based upon, or in any way related to, any Provider Employee's
and/or Provider Subcontractor's performance of any Service on behalf of the Provider or
any Recipient and/or Provider Employee's and/or Provider Subcontractor's applicable
union, employment, or labor contract, and/or any applicable terms and conditions of
employment, any Provider Employee's and/or Provider Subcontractor's employment
status, wages, fringe benefits, and/or any other right, privilege, or benefit based upon any
contractual, statutory and/or common law employment right or status.
7.11 The Provider as the sole and exclusive employer of any and all Provider Employees
providing Services under this Contract hereby waives and releases any and all Claim(s)
and/or subrogated rights the Provider may now, or in the future, have against the Board,
and/or the County (including, but not limited to, such employer subrogation rights as
contained in the Worker's Disability Compensation Act of 1969; MCL 418.101, et seq.)
based, in any manner, upon any claim, liability, loss, personal injury, real or personal
property loss, and/or any other damage suffered by any Provider Employees.
8 PROVIDER RECORD-KEEPING AND REPORTING REQUIREMENTS. The Provider agrees to
abide by and retain in its Program/Facility and/or in the Provider's main business location, if other
than the Program/Facility, a copy of any federal, State, or Board rules, all applicable DCH policies
Page 13 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board -- Macomb-Oakland Reaional Center Inc Cnntract
such as those set forth in applicable contracts between the Board and the DCH, DCH and/or
Board guidelines, administrative directives and/or addenda which deal directly with the subject
matter of this Contract.
8.1 The Board shall delegate to the Provider a mutually agreeable, limited authority as "holder
of the record," as recognized in this Contract, to allow the Provider to comply with and
fulfill the requirements of the Mental Health Code (e.g., Section 748 of Act 258, Public
Acts of 1974, as amended). Notwithstanding the above, the Provider shall recognize the
Board as the "holder of the record" for any and all Recipient records maintained by the
Provider. Unless and then only to the extent expressly prohibited to by federal or State
law, the Provider agrees that the Board and its authorized Agents shall have complete
access to, and at the Board's option, the right to obtain copies of all such Provider-held
Recipient clinical, medical or treatment records.
8.2 If for any reason the Provider or any Provider Employee and/or Provider Subcontractor is
unable to provide the Services required under this Contract as a matter of fact or as a
matter of law (e.g., bankruptcy, termination of Contract, etc.), all Recipient records shall
automatically revert to the Board as the holder of the records and shall immediately be
returned and transferred to each Board's physical custody, unless otherwise directed by
the Board.
8.3 The Provider agrees to ensure that all medical records related to the of Services or any
treatment as covered by the terms of this Contract, including any and all Services
provided by any Provider Employees and/or Provider Subcontractors, adhere to industry
standards of medical or clinical records in accordance with such accepted standards
promulgated by any third-party payor, licensing and accrediting agencies.
8.4 In addition, the Provider agrees:
8.4.1 To maintain separate and complete accounts and auditable Financial Records, as
defined herein, including complete records and documentation or receipts for
verifying and/or requesting any receipt and disbursement of any and all amounts
or revenue received, including date received, source of funds, and any
expenditures, including date expended, purpose and receipt, as well as a Chart of
Accounts.
8.4.2 To maintain any and all original Financial Records related to or necessary for
determining any amount either received, claimed, applied for, expended or
otherwise credited to any Recipient Financial Resource, as defined in this
Contract, amount, any Provider costs or expenses for any Provider Services
under this Contract, and/or any amounts billed to any first or third-party payor.
8.4.3 To have all Provider cost and expenditure reports and Financial Records reflect
the accrual of Recipient Financial Resources.
8.4.4 That the Provider will submit to the Board a quarterly financial forecast report that
projects any dollars that will not be spent under this Contract. This report should
also include any projected variance in revenue, if applicable, and an explanation
for this variance. Based on a fiscal year of October 1 though September 30, this
Page 14 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board — Macomb-Oakland Regional Center. Inc.. Contract
report shall be due to the Board on the 15th Day of the month following the close
of the first, second and third quarters, due dates of January 15, April 15 and
July 15.
8.4.5 That the following documents shall guide and provide the basis for the Provider's
accounting procedures:
8.4.5.1 Audits of Voluntary Health and Welfare Organizations, with Conforming
Changes as of May 1. 1994, published by the American Institute of
Certified Public Accountants, Inc.
8.4:5.2 Statements of Financial Accounting Standards (where applicable),
Financial Accounting Standards Board, including, but not limited to,
Accounting Principles Board Opinions (where applicable) and Accounting
Research Bulletins (where applicable).
8.4.6 The Provider agrees to submit a completed Provider Service contractor
application and all related requested documents as referenced and as acceptable
to the Board, including, but not limited to, Provider Admission . and Discharge
Criteria, Consumer Grievance Procedure, Organizational Chart, Articles of
Incorporation, Reimbursement Procedures & Fee Collection Policy, Quality
Improvement Plan and Quality Assurance Plans, Service
Accreditations/Certifications, Proof of Insurance documents, Recipient Rights
Procedures, Annual Reports, Board List, Conflict of Interest Policy, Financial
Audits, Accreditation & Certification Reports, Legal Representation, and list of key
Provider contact persons by key contract areas.
8.4.7 To furnish the Board such statistical and other information as may be required by
the Board, at such time, within such deadlines, and in a form and format as the
Board may require, including, but not limited to, the following:
8.4.7.1 Data on Recipients served, Services provided, and projected Services to
be provided.
8.4.7.2 Recipient satisfaction questionnaires as provided by the Board.
8.4.7.3 Provider and/or Provider Subcontractors plans for corrections required by
the Board in response to Medicaid or DSS inspection or other Audit
findings.
8.4.7.4 Data and narrative reports as needed by the Board for monitoring the
Provider's and/or Provider Subcontractors performance in relation to
Mandatory Performance Measures and Outcomes set forth in the
Provider's Services.
8.4.7.5 Quarterly reports of Recipient Rights-related activities of the Provider
and/or any Provider Employee and/or Provider Subcontractors.
Page 15 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board — Macomb-Oakland Reaional Center. Inc.. Contract
8.4.7.6 Completing and entering data as required into the Board's Electronic
Information System.
8.4.7.7 Other quality assurance data generated internally by the Provider and/or
required by the Board.
8.4.7.8 Staff profile information for billing or other Board Purposes.
8.4.7.9 Complete clinical record for case recording of Services provided pursuant
to this Contract.
8.5 The Provider agrees to cooperate with the Board and provide to the Board any such data
and reports from the minimum Provider data set covering activity, client demographics
and gross cost of Services, in such format that the Board requires, and/or as described or
required by the DCH in any and all applicable DCH Policies and Reporting requirements
such as those set forth in the applicable DCH Full Management Contract, and including,
but not limited, to:
8.5.1 A semi-annual aggregate report, to be submitted on diskette, DMH (now "DCH")
Sub-Element/Cost Report.
8.5.2 A Year-end aggregate report.
8.5.3 At year-end, a data file which aggregates minimum data set activity and client
demographic information to an individual record for each client served during the
fiscal year.
8.5.4 At year-end, a data file which identifies gross cost for each sub-element for which
activity is required
8.5.5 DCH Supported Employment Report, if applicable.
8.5.6 DCH Death Report, if applicable.
8.5.7 DCH Managed Care Monitoring Reports, if applicable.
8.6 The Provider shall retain copies of Recipient clinical, medical, and treatment records for a
period of at least seven (7) years following termination of Provider's Services to any
Recipient, or seven (7) years following the Recipient's eighteenth birthday, whichever is
later.
8.7 The Provider shall also retain any and all Provider and/or Provider Subcontractors
Financial Records or any other records required to be generated or maintained by
Provider under this Contract by the Provider for a period of at least seven (7) years after
the termination or expiration of this Contract and/or as specified in the Michigan
Department of Mental Health (DCH) "CMH Financing Guidelines".
8.8 Except as otherwise provided herein for release of Recipient records to the Board, the
Provider agrees to provide access to all Recipient records and disclosure of any
Page 16 of 29
ATTACHMENT 13 - ADDITIONAL TERMS AND CONDITIONS
Oakland-ronntv crwrtmuniht mentat_Hpalth_Sentices_aaard — Macomb-Oakland Regional Center, Inc., Contract
information about Recipients only pursuant to the applicable federal and State statutes
(e.g., the Mental Health Code, as amended MCL 330.1748) and applicable DCH rules and
regulations and only upon the receipt of a valid and acceptable release of information
form signed by the adult Recipient or another person authorized by law to execute such a
release.
9 PROGRAM EVALUATION - COST SETTLEMENT - AUDIT. The Provider agrees that any and
all Provider Services, Provider-incurred costs and expenditures, any Recipient Financial Resource
amount, as defined in this Contract, and any dollar amounts invoiced by Provider and/or paid to
Provider by the Board or received from any third-party payor in connection with this Contract,
within the sole discretion and judgment of the Board, shall be subject to the one or more Program
and Services Evaluation(s), Cost Settlement(s) and/or Audit(s) at anytime during any term of this
Contract and/or thereafter. The Provider acknowledges that while the format and purpose of a
Program and Services Evaluation, Cost Settlement and/or Audit may be similar, for all purposes
under this Contract they shall be considered distinct and separate processes. To illustrate, the
Provider's participation in any Cost Settlement process does not minimize and/or eliminate the
possibility of a subsequent Program Evaluation and/or Audit.
9.1 Program And Services Evaluation. The Board may assign one or more Board Agents to
act as the Case Manager, Liaison or Contract Coordinator for the Recipients placed with a
Provider under this Contract in order to:
9.1.1 Monitor the implementation and progress of the Provider's and/or Provider
Subcontractors Services.
9.1.2 Monitor the quality and quantity of Provider's and/or Provider Subcontractors
Services and re-evaluate each Recipient's progress and response to the
description in this Contract of Provider's Services.
9.1.3 Monitor Provider's compliance with the terms and conditions of this Contract.
9.2 Cost Settlement. Following the end of the term of this Contract, and/or at the sole
discretion of the Board at anytime during any term of the Contract, a Cost Settlement shall
be completed by the Provider. During any such Cost Settlement, the Provider may be
asked to document and/or explain the total of the Provider's costs, invoice amounts to the
Board, and/or the collection and accounting for any and all Recipient Financial Resources
that have been either requested and/or received by the Provider. A purpose of any Cost
Settlement is to preliminarily determine that amounts paid to the Provider by the Board
have been reviewed, and to preliminarily assess that the total paid by the Board, to date
certain, was in accordance with the provisions of this Contract. Cost Settlement is not
generally as involved or detailed as an Audit and does not limit any subsequent Audit of
the same time periods or matters as covered in any Cost Settlement. The Cost
Settlement process shall be accomplished as follows:
9.2.1 Except as otherwise provided herein, the Provider shall submit to the Board, no
later than forty-five (45) Days following a request from the Board, a Provider-
prepared Proposed Settlement Statement, in a form and format as requested by
the Board. The Proposed Settlement Statement shall summarize any and/or all
of the Provider's bills and expenses and corresponding invoices to the Board and
Page 17 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Communi Oakland Regional Center, Inc., Contract macnmn
any amounts received from the Board for the time period in question. Within
forty-five (45) Days after the end of any term of this Contract, the Provider shall
submit a Proposed Settlement Statement without any notice of same being
required or received from the Board.
9.2.2 After receiving and considering the Provider's Proposed Settlement Statement,
the Board shall make a Cost Settlement determination and communicate the
same to the Provider. Any reconciliation or any amount due to either the Provider
or the Board as a result of the Cost Settlement determination shall be paid by that
Party as provided for in this Contract.
9.3 Audit of Provider's Proarams. Services. Financial Records anti Contract norriplianca. In
addition to any Cost Settlement process, the Board, in its sole discretion and judgment as
to the frequency and scope of same, shall have the right to audit any part or all of the
Provider's Programs, Services, Financial Records, Recipient Financial Resource records,
and/or Contract Compliance. Prior to any such Audit, the Board shall give the Provider
reasonable notice of its intended Audit. A Contract Compliance Audit may include, but not
be limited to, an assessment of Provider's compliance with the terms of this Contract,
provision of an evaluation of Provider's Services and/or Program/Facility, and an
assessment of whether Provider is following generally accepted accounting standards
and/or complying with all Voluntary Health and Welfare Organization audit requirements
and accounting standards applicable or required for Provider's Services. The Provider
shall also permit authorized County, State or federal Agents to conduct one or more such
Audits and/or Program Evaluations.
9.3.1 The Board shall have the right to initiate an Audit at anytime during any term of
the Contract and/or at anytime thereafter for a period of three (3) years after any
final payment to the Provider has been made by the Board pursuant to this
Contract. Any Audit or Audit(s) initiated after the end of any term of this Contract
shall be concluded or otherwise terminated no later than four (4) years after the
date of any final Board payment to the Provider pursuant to this Contract.
9.4 The Provider shall be obligated, as provided herein, to explain or defend any perceived
Audit finding, questionable costs, or other perceived Contract Compliance deficiencies to
the Board.
9.4.1 The Provider must respond in writing to the Board or its designated Agent to each
Audit finding or conclusion, financial or otherwise, within thirty (30) Days after
written notice and issuance of any final Audit report. The Provider's response
must include any and all necessary and relevant documentation and copies of
any and all supporting records which Provider contends supports any Provider
contention and/or refutes any alleged incorrect Audit finding or conclusion. The
Provider is obligated in its written response to specify the dollar amount of any
Audit finding the Provider believes to be erroneous, present its entire explanation
or rationale for its contention that such finding was in error, together with any
documentation which the Provider believes supports its position.
9.4.2 Failure to by the Provider to file written objections and/or provide any and all
necessary and relevant documentation, as required herein, so as to completely
Page 18 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
nnlintv Community Mental Health Services Board -- Macomb-Oakland Reaional Center Inc.. Contract
and fully notify the Board of the scope and complete basis for any such Provider
disagreement with any alleged erroneous Audit finding or conclusions in any final
Audit report, shall be deemed to be an acceptance and agreement by the
Provider with a Audit conclusion or finding and constitute a complete waiver by
the Provider of any further right to challenge or dispute any such Provider alleged
erroneous Audit finding or conclusion.
9.4.3 The Board shall have sixty (60) Days, after the receipt of any Provider written
objections and/or documentation to any final Audit finding and/or conclusion to
respond to and notify the Provider of the Board's final determination and position
(within which time the Provider shall have the opportunity to present its position to
the-Board). If the Board concludes, based upon any Audit finding, that the
Provider owes any money to the Board, the Board shall notify the Provider that
repayment of any such amounts, pursuant to this Contract, is required.
9.5 The Board shall attempt to coordinate audits with other Counties that do business with the
Provider so as to not unnecessarilyturden Provider's resources.
10 PROV1DERRE.PAYMENT OF BOARD FUNDS. The Provider agrees to either return, credit, or
repay the Board, when and as requested, an amount equal to any and all dollar amounts paid to
Provider by the Board in connection with this Contract which, based upon any Program
Evaluation, Cost Settlement and/or Audit, have been determined by the Board or its Agents to
have been paid to Provider contrary to and/or inconsistent with the express terms of this Contract.
10.1 Upon the terms and conditions set forth in this Contract, and unless otherwise agreed to
in writing by the Board, the Provider agrees to pay to the Board any funds or amount
received by the Provider in connection with this Contract which have been determined by
the Board to:
10.1.1 Represent any unreasonable and/or unnecessary Provider-incurred costs and/or
expenses in the delivery of Provider's Services under this Contract.
10.1.2 Represent any charges to the Board pursuant to this Contract which were not
actually both incurred and paid by the Provider for the benefit of any Recipient.
10.1.3 Represent any part of any Board payment to the Provider in excess of any
amounts expressly authorized and/or expressly due and owing the Provider
under this Contract.
10.1.4 Represent any part of any Board payment determined as a result of any Program
Evaluation, Cost Settlement or Audit to be ineligible for payment or improperly
paid or owed Provider.
10.1.5 Represent any amounts either collected, received or which could have been
collected by the Provider as any Recipient Financial Resource amount, as
defined in this Contract, from any source, for any of Provider's Services to any
Recipient, which were not previously credited and/or used in the calculation of
any Provider invoice and/or were not otherwise paid or credited to the Board.
Page 19 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
ciaLonnti t•nifritv nrimmeinitv Manta' 1-laaIth Sarvires Rnarti -- Macomb-Oakland Reaional Center, Inc., Contract
NOTE: The Provider agrees to be liable to the Board for any deficiency, neglect
or failure by the Provider to either collect, secure, or assist the Board in the
collection and/or securing of any available Recipient Financial Resource amount,
as defined in this Contract, which any Recipient in the Provider's care and
custody would have otherwise been eligible to receive for any Provider's
Services.
10.2 Provider repayment to the Board, as provided for in this section, shall be made by the
Provider within sixty (60) Days following the Board's written notice or demand for
repayment from Provider. The Board's notice to the Provider in this regard shall identify
the amount to be repaid by the Provider to the Board and summarize the Board's reasons
for its deterinination that the Provider has been paid or otherwise received any amount(s)
from any source beyond those amounts expressly provided for in this Contract.
10.2.1 The Provider's obligation to repay the Board, as set forth in this section, shall be
absolute and unconditional and shall not be affected by the occurrence of either
Party's default of any term or condition of this Contract nor shall any other
occurrence or event relieve, limit, or impair the obligation of the Provider to credit
or repay the Board as provided for herein.
10.2.2 The Provider agrees that the Board may, at its sole option, recover any such
amounts by offsetting any amounts otherwise due and owing to the Provider by
the Board.
10.3 This section shall not be interpreted as prohibiting, limiting or preventing the Parties from
mutually recognizing and agreeing that any amount invoiced by and/or received or paid to
the Provider in connection with this Contract was in error and voluntarily agreeing to
correct same.
11 BOARD ACCESS TO PROVIDER PROGRAM AND RECORDS. In conjunction with any
Program and Services Evaluation, Cost Settlement, Audit, and/or any investigation of an alleged
Recipient rights violation or Recipient-related grievance, the Provider shall permit, and cooperate
in providing on a timely basis, the Board, the State, or federal government, and/or any of their
Agents full and complete availability and access to:
11.1 The Provider's Program/Facility and any and all Provider Employees and/or Provider
Subcontractors, any Provider contractors, subcontractors or independent contractors, and
any Recipient residing therein. Interviews with any Recipients, Provider Employees
and/or Provider Subcontractors, any Provider contractors, subcontractors or independent
contractors shall be held as reasonably requested. Provider shall cooperate in making
any such persons available for such interviews as requested.
11.2 Subject to applicable law, any and all original Provider Employee and/or Provider
Subcontractors' personnel records, including, but not limited to, resumes, employment
applications, copies of any occupational or professional licenses, work evaluations,
references, wage records, time sheets and attendance records, disciplinary records, etc.,
as requested, and permit Board Agents to make copies thereof at Board expense.
Page 20 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board -- Macomb-Oakland Regional Center, Inc., Contract
11.3 Subject to applicable law, any and all original Recipient clinical, psychological, treatment
and/or medical records in the possession of the Provider and/or any Provider Employee
and/or Provider Subcontractors, contractors, subcontractors or independent contractors
pertaining to the Recipients served by Provider pursuant to this Contract.
11.4 Any and all original Provider and/or Provider Subcontractors' Financial Records, as
defined herein, including, but not limited to, any and all records related to and/or
necessary for determining any Recipient Financial Resource amount, as defined in this
Contract, as well as copies of any previous audit reports in any way related to Provider's
and/or Provider Subcontractors' Services or Provider's Program/Facility, or any Provider
and/or Provider Subcontractors' costs or expenses related to this Contract.
11.5 The Provider agrees that, at anytime during and/or after the expiration or earlier
termination or cancellation of this Contract, the Board shall have the right to obtain and
receive copies of any and all Recipient, Provider Employee and/or Provider
Subcontractor, and/or Provider Financial Records, as described in this section and/or as
elsewhere defined in this Contract. The Provider shall provide copies of any such records
to the Board, as requested by any Board Agent, at a reasonable cost to the Board. The
Board, at its option, shall have the right to access and make its own copies of any
Provider Recipient or Provider Employee and/or Provider Subcontractors' records, and/or
Financial Records related in any way to any Services under this Contract at its own cost
and expense.
11.6 The Provider agrees to allow any Board Agent announced and/or unannounced access
and availability, during reasonable hours, to Provider's and/or Provider Subcontractors'
Program/Facility, Provider Employees and/or Provider Subcontractors and Recipients for
the purpose of making inspections, inquiries, contacts and/or performing other related
duties or activities as the Board may deem, in its sole judgment and discretion, necessary
to assure itself regarding Recipient welfare and the Provider's and/or Provider
Subcontractors' compliance witn this Contract. Such access will be utilized so as not to
unreasonably interfere with the Provider's and/or Provider Subcontractors' Services. Prior
to entry to Provider's and/or Provider Subcontractors' Program/Facility, if requested by the
Provider, individual Board Agents shall present their business cards and one piece of
photo identification. The Board shall give reasonable notice of any announced visit.
12 RnARn R1611-IT TO REMOVE RECIPIENTS FROM PROVIDER'S PROGRAM. In addition to the
Board's right to terminate this Contract as provided for herein, the Board, or its authorized Agents,
may immediately remove, on either a temporary or permanent basis, any and/or all Recipients
from any Provider or Provider Employee and/or Provider Subcontractors' Program/Facility without
incurring any penalty, expense, or liability to the Provider or any Provider Employee and/or
Provider Subcontractor, if in the Board's, or its authorized Agents', sole judgement and discretion,
the Board or its authorized Agent determines that:
12.1 Any Provider or Provider Employee and/or Provider Subcontractor's required
governmental agency license, certificate or permit, legally or contractually necessary for
Provider and/or Provider Subcontractors to possess or maintain in order to perform
Provider's and/or Provider Subcontractors' Services is either not issued to Provider and/or
Provider Subcontractor and/or is subsequently suspended, revoked, rescinded or in any
way called into question or alleged to have been violated by any governmental authority.
Page 21 of 29
Oakland County Commun PI menu *rvirpe Finarrl Marnrnh-ri onal Center. Inc.. Contract
ATTACHMENT B - ADDITIONAL TERMS ANn cnNnrnoNS
12.2 The Provider or Provider Employee and/or Provider Subcontractors has received notice
that its Program/Facility is in violation of, or does not comply with, any applicable legal
requirement, including, but not limited to, any health safety or fire code or ordinance of
any governmental agency, or, in the Board's reasonable judgment, it determines that the
Program/Facility has become unsuitable or unhealthy for Recipients.
12.3 Provider or Provider Employee's board of directors, director or other executive official has
engaged in malfeasance, and/or any Board funds or any Recipient Financial Resource
amount, as defined in this Contract, received by Provider in connection with this Contract
have been either loaned by the Provider to any officer, director, or employee of the
Provider for his or her personal use or have been otherwise used other than intended by
this Contract or any other such substantiated report or evidence that funds allocated or
paid to Provider by the Board or any other person on behalf of any Recipient in
, connection with this Contract have been misused or misappropriated.
12.4 There has been a probable violation of any Recipient Rights which, in the sole judgement
of the Board, has caused or may cause serious physical or emotional harm or danger
thereof to any Recipient.
12.5 The Provider or Provider Employee and/or Provider Subcontractors has failed to provide
Services specified in this Contract, including, but not limited to:
12.5.1 Any failure to achieve the Mandatory Performance Measures and Outcomes
specified by DCH far. any Recipient.
12.5.2 Any Provider and/or Provider Subcontractor failure to comply with any applicable
Board policies, State law or DSS or DCH Administrative Rules or other
requirement in this Contract.
13 TERMINATION OF THIS CONTRACT. Except as follows, and notwithstanding any other term or
provision in any other section of this Contract, and in addition to the Board's unilateral right to
remove any and/or all Recipients from Provider's or any Provider Employee and/or Provider
Subcontractors Program/Facility, as described above and elsewhere in this Contract, either the
Board or the Provider, upon a minimum of ninety (90) Days written notice to the other Party, may
cancel and/or completely terminate this Contract, or at the Board's option any Service
Component(s) therein while continuing the remaining Service Component(s), for any reason,
including convenience, without incurring any penalty, expense, or liability to the other Party. The
effective date for any such termination is to be clearly stated in the notice
13.1 The Board shall not terminate this contract or any part thereof prior to January 1, 1997,
other than because of a breach of contract (not cured by Provider by January 1, 1997) or
pursuant to Section 13.2 hereinbelow. The Board further agrees that it shall not, prior to
October 1, 1997, eliminate, diminish and/or reduce funding to the Community Residential
Services Program except as provided in Section 13.2 hereinbelow. In the event of a cut
in funding by the federal, State or County funding sources targeted for Recipients with
mental illness, the Community Residential Services Program shall not suffer more than its
proportional share of any such reduction.
Page 22 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board -- Macomb-Oakland Regional Center. Inc., Contract
13.2 Notwithstanding any other provision in this section or this Contract, if the Board receives
notice or otherwise determines that: (1) sufficient federal, State, or County funds are
unavailable to the Board to continue to engage Provider's Services at the current Contract
level or "Not to Exceed Amount", as defined herein (e.g., budget); (2) previously allocated
federal, State, or County funds to the Board have been withdrawn, recaptured, and/or
recalculated by action of any federal, State or County governmental budgeting authority or
funding source; and/or (3) the purpose for which this Contract was entered no longer
exists due to any change in the requirements and/or funding obligations of the County, the
State, or any federal, State or County governmental action, related to the purposes of this
Contract: the Board, in its sole judgment and discretion, shall have the right to either
terminate this Contract in its entirety, terminate any Service Component(s) or otherwise
reduce the scope and/or volume of Provider's Services and/or the amount contained in
any Service Component(s) Budget Category or the "Not To Exceed Amount," upon
reasonable written notice to the Provider even if such notice is less than the minimum
ninety (90) Days as provided for in this section.
13.3 If the Board chooses to reduce the scope and/or volume of Provider's Services and/or the
amount contained in any Service Component(s) Budget Category or the "Not To Exceed
Amount," the Board shall promptly notify the Provider of this decision and any revisions to
Provider's scope of Services and or this Contract's Not To Exceed Amount. If any such
change in either the scope and/or volume of Provider's Services and/or the amount
contained in any Service Component(s) Budget Category or the "Not To Exceed Amount,"
is unacceptable to the Provider, the Provider shall notify the Board within fifteen (15)
Days of such notice of the Board's decision of the Provider's intent to terminate this
Contract as provided for in this section. Failure of the Provider to so notify the Board shall
be deemed, notwithstanding any other provision of this Contract, to constitute Provider's
acceptance and concurrence with any such changes and as an amendment to this
Contract.
13.4 Any Board decision to reduce the scope and/or volume of Provider's Services and/or the
amount contained in any Service Component(s) Budget Category or the "Not To Exceed
Amount," in this Contract shall not penalize the Provider for any Provider costs or
expenditures Provider incurred prior to the Board's notice of its decision to reduce the
scope and/or volume of Provider's Services and/or the amount contained in any Service
Component(s) Budget Category or the "Not To Exceed Amount," provided such Provider
incurred costs or expenditures were actually made and incurred prior to the effective date
of the termination or reduction in the scope and/or volume of Provider Services and were
otherwise subject to payment by the Board as expressly provided for in this Contract.
13.5 The Provider agrees that it shall not give notice of termination of this Contract for a period
of at least sixty (60) Days following the effective date of any Board assignment and/or
delegation of any part of this Contract to any third person as provided for elsewhere in this
Contract.
14 DISCLAIMERS OF LIABILITIES. The Provider agrees that this Contract does not, and is not
intended to, transfer, delegate, or assign to the Board, the County, the State, and/or any Board,
County or State Agent any Provider and/or Provider Subcontractors civil or legal responsibility,
duty, obligation, duty of care, cost, liability, or legal obligation associated with the operation of
Page 23 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board — Macomb-Oakland Reaional Center. Inc.. Contract
Provider's and/or Provider Subcontractors Program/Facility and/or any and all of Provider's
Services rendered pursuant to this Contract, except as otherwise expressly provided herein.
14.1 The Provider and/or Provider Subcontractors shall not incur any debts, liens, liabilities or
obligations on behalf of or for the Board, the County, and/or the State, and the Provider
shall take all necessary steps to ensure that any debts, liens, liabilities or obligations that
the Provider and/or Provider Subcontractors may incur shall not be considered a debt,
liability, obligation or Claim(s) against or of the Board, the County, the State, and/or any
Board, County or State Agent, except as otherwise expressly provided for in this Contract.
14.2 The Provider agrees that this Contract is with the Board alone. Provider further agrees
that, notwithstanding the fact the Board receives the majority of its funding and legal
mandates from either the County and/or the State, neither the County nor the State shall
be considered or claimed to be a Party or beneficiary of this Contract, either directly or
indirectly, or to have any involvement, liability or responsibility, either contractually,
financially, legally, or equitably, to the Provider and/or Provider Subcontractors as a result
of, or in any way related to, this Contract. The Provider and/or Provider Subcontractors
shall have no legal recourse against the County and/or the State as a result of, or in any
way related to, this Contract.
14.3 The Provider further understands and agrees that, except for such County and/orState
funds already allocated and/or turned over to the Board for Board use and purposes
(including the Board's funding of this Contract), the County and/or the State shall not have
any further obligation, except as may be expressly required in the Michigan Constitution
or Michigan Statutes for any further and/or future obligation to provide any additional
funds to the Board for any current and/or future Board activity or contractual undertaking.
14.4 The Board, based upon, or as a result of, any alleged wrongful termination of this
Contract, shall not be liable to the Provider and/or Provider Subcontractors for any
indirect, incidental, special or consequential damages, or any other damages, including
any cancellation or terminatiun -charges, any future loss of income, profits, revenues, any
loss of any business opportunities, or any economic benefit that the Provider and/or
Provider Subcontractors may have realized, but for the cancellation of this Contract, or
any other damages except as provided for in this section.
14.5 The Provider agrees that its total claim for any and all damages, based upon, or as a
result of, any alleged wrongful termination of this Contract (including any alleged indirect,
incidental, special or consequential damages, etc.), shall not exceed an amount
equivalent to the maximum total revenue or Board financial obligation under this Contract
that would have been paid to Provider for each Recipient in Provider's care at the time of
any alleged wrongful termination of this Contract, multiplied by the number of Days left in
the current Contract term or the earliest possible date the Board could have terminated
this Contract, for any reason, as provided for herein, had this Contract been so
terminated, whichever amount is less.
15 TERMS THAT SURVIVE THE CONTRACT. The expiration, cancellation, or termination of this
Contract, or any subsequent assignment or delegation of any Party's duties or obligations
hereunder, shall be without prejudice to any rights of either Party against the other and shall not
relieve either Party of any obligations which, by their nature, survive expiration or termination of
Page 24 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
rul Enkintv cammunitv Mpntal HPaltrl services Board -- Ma ornb-Oahland Regional Center. Inc.. Contract
this Contract. The following terms and conditions shall survive and continue in full force and effect,
without interruption, beyond any termination, cancellation, assignment, delegation, or expiration of
this Contract.
15.1 Any and all Provider indemnification and hold harmless provisions, any insurance
coverage obligations provided for in this Contract concerning any acts, occurrences,
events, transactions, suits, Claim(s), or causes of action, either occurring or having their
basis in any events or transactions that occurred before any termination, cancellation,
assignment, delegation, or expiration of this Contract.
15.2 Any and all provisions of this Contract, related in any way to any of the following identified
Sections in this Contract, shall also survive and continue in full force and effect
subsequent to, and regardless of, this Contract's termination, cancellation, assignment,
delegation or expiration until they are fully satisfied or by their nature expire:
15.2.1 "DISCLAIMERS OF LIABILITIES."
15.2.2 "PROGRAM EVALUATION - COST SETTLEMENT - AUDIT."
15.2.3 "PROVIDER REPAYMENT OF BOARD FUNDS."
15.2.4 "PROVIDER RECORD KEEPING AND REPORTING REQUIREMENTS."
15.2.5 "CONSENT TO JURISDICTION AND VENUE."
16 SUCCESSORS AND ASSIGNS BOUND. The Parties agree that this Contract shall be binding
upon each of them and, to the extent permitted by law, and subject to the terms and conditions of
this Contract, upon their administrators, contractors, subcontractors, representatives, executors,
trustees, successors and assigns, and all persons acting by, through, under, or in concert with
any of them to the fullest extent permitted by law.
17 PROVIDER ASSIGNMENT / DELEGATION. The Provider must deliver all Services provided for
in this Contract, and Provider may not assign, delegate, contract, subcontract or otherwise,
transfer, promise, encumber, commit, or lend any license, directly or indirectly, any interest
whatsoever in this Contract and/or any rights, duties, obligations, or Services under this Contract
by written agreement, merger, consolidation, operation of law or otherwise, to any other person
and/or public or private corporation, entity, or organization of any kind without a formal, written
approval of the Board. In the case of an assignment of rights such Board consent will not be
unreasonably withheld. Any attempt to assign this Contract, or any portion thereof, by the
Provider shall be void and ineffective and shall be grounds, in the sole discretion and option of the
Board, for the immediate termination of this Contract by the Board. Any Provider assignment or
delegation of any Provider rights or duties under this Contract shall not relieve Provider of any of
Provider's obligations hereunder.
17.1 The Provider agrees that, notwithstanding any Board approved assignment, any and all
rights and benefits (including, without limitation, any insurance and indemnification rights)
owed to the Board by the Provider under this Contract shall not be diminished, in any
manner, by any Provider assignment, delegation, subcontract, other third person or
Provider's Employees and/or Provider Subcontractors performance of any Provider's
Page 25 of 29
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
rnuntv ro,mmimitv Mental Health Services Board -- Macomb-Oakland Regional Center. Inc.. Contract
Services. The Provider agrees that it shall at all times remain liable and indemnify and
hold the County and/or the Board harmless for any and all Claim(s) based upon any acts
or omissions of any such Provider Employee, and/or Provider Subcontractors
assignee(s), delegee(s), other any third persons who are performing any of Provider's
Services or obligations under this Contract and/or acting at the request of, or on behalf of,
the Provider in this regard.
17.2 The Provider agrees that, notwithstanding any Provider Employee subcontract or
delegation, the Board shall continue to have access to all agreements and/or any Provider
Employees Program/Facility and/or records, including any Financial Records, related
thereto that_the Board has with the Provider under this Contract.
18 BOARD ORGANIZATION CHANGE - BOARD ASSIGNMENT! DELEGATION. The Provider
agrees that, notwithstanding any other provision in this Contract, the County and/or the Board, in
its sole discretion, can elect to transfer, assign and/or delegate any and/or all Board obligations
and/or any and all rights to Provider's Services and/or other Provider obligations under this
Contract to any successor Community Mental Health Organization or Community Mental Health
Authority as provided for in the Mental Health Code. Further, the Provider agrees that the State,
the County and/or the Board can elect to terminate its full management responsibilities pursuant to
any DCH Full Management Contract as provided therein and/or otherwise, pursuant to law,
terminate any and all further Board responsibilities or obligations related to the provision or
funding of any community mental health services currently assigned or delegated to the Board
and completely transfer, assign or delegate to the State or any other State designated or
approved agency any and all further Board obligation, liabilities, or responsibilities under this
Contract. The Provider also agrees that the State and/or the County, independently, can decide
to change the means by which those governmental units choose to participate in the delivery of
community mental health services and unilaterally change or terminate the Board's continued
involvement in the provision of any community mental health services and/or further participation
in this Contract. The Provider agrees that, as the result of any State, County, and/or Board
organizational, operational or structural change, permitted by law, the State, County and/or the
Board shall have the unilateral and absolute right to transfer, assign and/or delegate any Board
duty, liability or responsibility under this Contract to any other entity or governmental unit as
necessary to continue the provision of Services to any Recipient pursuant to this Contract. The
State, County and/or the Board shall notify the Provider of any such transfer, assignment and/or
delegation of any Provider Service and/or any Board duty, liability or obligation under this Contract
to any third person.
18.1 The Provider agrees that Provider Services to Recipients and all other Provider
obligations under this Contract shall continue uninterrupted during and immediately
following any period of transition, transfer of any Board duty, liability, obligation or
responsibility under this Contract and/or any transfer, assignment or delegation from the
Board to any successor organization, authority, or State designee. The Provider agrees
that any such Board assignment or delegation shall not otherwise effect, alter, eliminate,
or minimize the Provider's performance of Provider obligations or Services under this
Contract.
18.2 The Provider agrees that, immediately upon the effective date of any such State, County,
and/or Board transfer, assignment and/or delegation of any part of or all of this Contract to
any third person, and thereafter, the County and/or the Board shall have no further liability
Page 26 of 29
ATTACHMENT /3 - ADDITIONAL TERMS AND CONDITIONS
omi3,1)2iiianctReoi Centenc.,.Contract
or obligation to the Provider or any other person for any post-transfer, post-assignment, or
post-delegation event, occurrence, transaction, or circumstance either arising under, or in
any way related to, any part of this Contract that has been transferred, assigned and/or
delegated to any third person. The Provider agrees that it shall look exclusively to any
such designated third person for any post-transfer, post-assignment or post-delegation
Provider right or remedy under this Contract. The Provider agrees, upon request, to
execute any additional documents or agreements, including the entering into a new or
amended agreement or agreements with any State, County, and/or Board designated-
third person, for the purpose of giving full and legally binding effect to the complete
termination, transfer, assignment and/or delegation of any continuing Board duty, liability,
obligation and/or responsibility under this Contract to any third person.
18.3 The Parties agree that the terms of this Contract that were intended by the Parties to
survive the termination or cancellation of this Contract, as provided for herein, shall also
survive any Board termination, transfer, assignment and/or delegation of any Board duty,
liability, obligation and/or responsibility under this Contract, as provided for in this
subsection. For purposes of illustration, and without limitation, the Provider agrees that all
Provider insurance and indemnification provisions with regard to any Claim(s) brought
against the Board or any Board Agent arising under, or related in any way to, any act,
occurrence, transaction, or circumstance which occurred prior to the effective date of any
such transfer, assignment and/or delegation of Board duty, liability, obligation and/or
responsibility under this Contract shall survive, notwithstanding any such State, County
and/or Board transfer, assignment and/or delegation of any Board duty, liability, obligation
and/or responsibility under this Contract.
18.4 The Board shall also have the right to delegate any or all of the Board's rights, decisions,
supplemental treatment Services and/or any other Board discretionary functions as the
Board deems necessary and/or desirable to fulfill any Board rights or obligations under
this Contract to any Board Agent and/or third person of the Board's choosing.
19 NOTICES. Except as otherwise expressly provided for herein, any and all written notices or other
correspondence provided for under this Contract to be delivered to either Party shall be sent to
that Party by first class mail. The Provider shall send all such written notices to the Board's
Contract Administrator at the Board's address shown on the first page of this Contract. The Board
shall send all notices addressed to the person who signed this Contract on behalf of the Provider,
or his/her successor, at the Provider's address shown on the first page of this Contract. All
correspondence or written notices shall be considered delivered to a Party as of the date that
such notice is deposited with sufficient postage with the U.S. Postal Service.
20 NO THIRD-PARTY BENEFICIARIES. Except as expressly provided herein for the benefit of the
Parties (i.e., Provider or Board), this Contract does not, and is not intended to, create, by
implication or otherwise, any direct or indirect obligation, duty, promise, benefit, right to be
indemnified (i.e., contractually, legally, equitably, or by implication) and/or any right to be
subrogated to any Party's rights in this Contract, and/or any other right of any kind, in favor of any
person, including, but not limited to, any Recipient, any Recipient's legal representative, any
organization, any alleged unnamed beneficiary or assignee, and/or any other person.
21 NO ASSUMPTION OF OBLIGATIONS BY BOARD. The Parties agree that this Contract does
not, and is not intended to, transfer, delegate, or assign to the Board and/or any Board Agent any
Page 27 of 29
•
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental Health Services Board -- Macomb-Oeand Regional Center, Inc., Contract
civil or legal responsibility, obligation, duty of care, or liability associated with the ownership,
maintenance, or operation of the Provider's and/or Provider Subcontractors Program/Facility. The
Provider agrees that under no circumstances the Board shall be responsible for any and all costs,
obligations, and/or civil liabilities associated with its Provider's and/or Provider Subcontractors
Program/Facility. The Provider agrees that no provision of this Contract shall in any way
superintend, limit, or relieve the Provider of any responsibility or consequence of neglect or
carelessness by the Provider and/or Provider Subcontractors or any Provider's Employee.
22 RESERVATION OF RIGHTS. The Board reserves unto itself any and all rights and obligations
relating to the implementation and operation of a comprehensive Community Mental Health
System for the residents of Oakland County as provided for by law, and this Contract does not,
and is not intended to, diminish, delegate, divest, impair, or contravene any constitutional,
statutory, and/or other legal right, privilege, power, obligation, duty, capacity, immunity, or
character of office of the Board. In addition to any Provider Services rendered pursuant to this
Contract, the Board, in its sole judgment and discretion and subject to its fiscal and staffing
constraints, reserves the right to supplement any Provider Services to any Recipients, as solely
deemed appropriate by the Board. Provider agrees to cooperate in all regards with the Board or
any Board Agents, including any other possible Board contractors, in the provision of any such
Board authorized supplemental service or treatment efforts.
23 NO IMPLIED WAIVERS. Absent an express written waiver, no act, failure or delay by either Party
to pursue or enforce any right or remedy granted under this Contract shall constitute a waiver of
those rights with regard to any existing or subsequent breach of this Contract. No single, multiple
or partial waiver by either Party of any provision of this Contract, of any breach, or of any right or
remedy that either Party may have, shaft operate as a waiver of any other provision, breach, right
or remedy or of the same provision, breach, right or remedy on a future occasion. No waiver by
either Party shall subsequently affect its -rights to require strict performance of this Contract.
24 NO IN-KIND SERVICES. This Contract does not authorize any in-kind services unless previously
agreed by the Board and specifically listed herein.
25 NO VERBAL MODIFICATION OR AMENDMENTS. Except as otherwise expressly provided for
in this Contract, there shall be no modification, rescission, waiver, release or amendment of any
provision of this Contract, except by an express written amendment to this Contract signed for the
Provider by an expressly authorized Provider Employee, and for the Board by the same persons,
or their successors, who originally attested to this Contract, and/or such other Agents as
expressly authorized.
26 APPLICABLE LAW. This Contract is made and entered into in the State of Michigan and shall in
all respects be interpreted, enforced and governed under the laws of the State of Michigan. The
language of all parts of this Contract is intended to and, under all circumstances, shall be
construed as a whole according to its fair meaning and not construed strictly for or against any
Party. Any use of the singular or plural number, any reference to the male, female, or neuter
gender(s), possessive or nonpossessive, in this Contract shall also be deemed to include the
appropriate other whenever the context so suggests or requires.
27 CONSENT TO JURISDICTION AND VENUE. The Provider and the Board agree that in any
claim, action, suit, or proceeding brought or initiated by either Party to enforce, interpret, or decide
any claim or issue arising under or otherwise related to this Contract shall be initiated, raised, or
Page 28 of 29
BY: DATE:
•
ATTACHMENT B - ADDITIONAL TERMS AND CONDITIONS
Oakland County Community Mental HealthServices Board — Macomb :gakland Regional Center, Inc., Contract
brought only in the 6th Judicial Circuit Court of the State of Michigan and/or in the United States
District Court for the Eastern District of Michigan, Southern Division. The Parties each hereby
consent and submit, in advance, to such jurisdiction and that venue shall be proper in the above-
named courts on any such matter. The choice of forum set forth in this section shall not be
deemed to preclude the enforcement of any judgment obtained in such forum, or the taking of any
action under this Contract to enforce the same, in any appropriate jurisdiction.
28 CONSENT TO ALTERNATE SERVICE OF PROCESS. The Parties hereby waive personal
service of process and agree that any summons and complaint commencing an action or
proceeding against the Board or the Provider shall be properly served and shall confer personal
jurisdiction on the Provider, if served by registered or certified mail to the other Party.
29 SEVERABILITY. Except as otherwise expressly provided for in this Contract, should any term or
provision of this Contract be declared or be decided by any court to be illegal or invalid, the
validity of the remaining parts, terms or provisions of this Contract shall not be affected thereby.
Notwithstanding the above, to the extent that any Provider promise to indemnify and hold
harmless the Board, the County, and/or any Board or County Agent in this Contract may become
unenforceable or uncollectible, the Provider shall contribute the maximum portion that it is
permitted to pay and satisfy under applicable law toward the payment and satisfaction of any
Claim(s) against the Board, the County and/or any Board or County Agents.
30 CAPTIONS. The Parties agree that the section and subsection numbers, and section and/or
subsection introductory captions (shown in capitalized boldface and/or underlined type and
following any section or subsection number), and/or any index to such sections or subsections
contained in this Contract are intended for the convenience of the reader and are not intended to
have any substantive meaning, nor are they to be interpreted or be considered as part of the
Contract.
M899
The Provider acknowledges the receipt of this twenty-nine (29) page document entitled ATTACHMENT B
ADDITIONAL TERMS AND CONDITIONS, and that the terms and conditions contained in this Attachment
B have been incorporated into, made part of, and are binding upon the Provider in connection with
Provider's Contract for Services with the Oakland County Community Mental Health Services Board.
Page 29 of 29
FISCAL NOTE (Misc. #96233)
BY: FINANCE AND PERSONNEL COMMITTEE - SUE ANN DOUGLAS, CHAIRPERSON
IN RE: Community Mental Health-Approval of Community Mental Health Agency Net
Cost Purchase of Service Contract with Macomb Oakland Regional Center,
Inc.(MORC)
To the Oakland County Board of Commissioners
Chairperson, Ladies, and Gentlemen:
Pursuant to Rule XII-F of this Board, the Finance and Personnel
Committee has reviewed the above-referenced resolution and finds:
1. The resolution approves a contract between Oakland County and MORC, Inc.
The contract is for the period October 1, 1996, through September 30,
1997, with a not-to-exceed amount of $60,909,124.
2. The contract provides residential, clinical, and day program services
for people with developmental disabilities and for people with mental
illness.
3. The contract includes a full year's funding for the Community
Residential Services (CRS) Program which serves people with mental
illness. The Recommended 1997/1998 Biennial Budget includes the
anticipation that this program would transition to the existing Mentally
In Adult Quadrant Services and that the residential contracts would be
assumed directly under CMH management by March 1, 1997. Therefore,
funding does not exist within the current Community Mental Health Budget
to provide full year's funding within the MORC, Inc., contract. An
amendment is required to the Recommended Biennial Budget which results
in a negative adjustment to the CMH Contingency account in the amount of
$(2,749,992) in Fiscal Year 1996/97 as a result of this program
remaining with MORC, Inc. There is no negative impact on Fiscal Year
1997/98 in anticipation that the clinical/outpatient component of the
CRS program will then transfer from MORC, Inc. management to the
Mentally In Adult Quadrant Services and that the residential contracts
will be assumed directly under CMH management.
4. Amendments are also required to reflect the revenue targets as agreed
upon by the three CMH Directors of Oakland, Macomb, and Wayne Counties
and to adjust the mix between 100 96 State funded programs and 90%
State/10% County funded programs as finalized in the contract financial
attachments. The result on the adjusted mix between State and County
funding results in a reduction of estimated County match in the amount
of $(786,761).
5. The Recommended 1997/1998 Biennial Budget is amended as follows:
Community Mental Health Fund (22297) FY 96/97 FY 97/98
Revenues:
550-01-00-2511 Medicaid Reimb. - State Share $(2,396,836) $(2,396,836)
550-01-00-2589 State Matching Payments (4,684,011) (4,684,011)
550-01-00-8101 County Match (786,761) (786,761)
559-09-10-2528 Medicaid Reimb. - Federal Share (316,615) (316,615)
559-57-00-2136 Fee Income (312,794) (312,794)
559-57-10-2136 Fee Income (556,078) (556,078)
559-59-00-2136 Fee Income (29,486) (29,486)
559-59-00-2528 Medicaid Reimb. - Federal Share (4,108,270) (4,108,270)
559-59-10-2136 Fee Income (52,421) (52,421)
550-01-10-2589 State Matching Payments 5,787,214 5,787,214
550-01-10-2511 Medicaid Reimb. - State Share 1,259,621 1,259,621
12,237
711,539
1,264,960
434,830
392,923
218,219
383,587
$(2,778,142)
$(2,749,992)
(67,947)
(79,764)
(166,342)
(213,043)
(123,292)
(287,708)
(3,495,721)
(1,390,326)
(4,386,025)
(1,254,687)
(246,263)
19,701
34,995
123,292
1,999,694
107,216
2,946,117
1,094,387
4,098,579
1,258,987
$(2,778,142)
.11
12,237
711,539
1,264,960
434,830
392,923
218,219
383,587
S(2,778,142)
$0
(120,468)
(79,764)
(586,510)
(213,043)
(123,292)
(287,708)
(3,495,721)
(1,390,326)
(4,386,025)
(1,254,687)
(246,263)
(257,908)
34,995
123,292
0
107,216
2,946,117
1,094,387
4,098,579
1,258,987
S(2.778,142)
..1
r i
FY 96/97 FY 96/97
Revenues (continued):
559-09-00-2528 Medicaid Reimb.
559-57-00-2528 Medicaid Reimb.
559-57-10-2528 Medicaid Reimb.
559-59-00-2500 Medicaid Waiver -
559-59-00-2340 Miscellaneous
559-59-10-2500 Medicaid Waiver -
559-59-10-2528 Medicaid Reimb. -
Subtotal
Expenditures:
550-05-00-3282 CMH Contingency
559-01-00-3041 MIA AFC
559-01-10-3042 MIA AFC
559-03-00-3041 MIA SIP
559-03-10-3042 MIA SIP
559-08-00-3042 MIA Day Program Client Services
559-51-00-3042 DD CTH
559-52-00-3041 DD CLF
559-53-00-3041 DD SIP
559-57-00-3041 DD AIS
559-58-00-3042 DD Day Program Client Services
559-59-00-3042 DD Staff and Operating
559-02-00-3041 MIA CLF
559-02-10-3042 MIA CLF
559-08-00-3747 MIA Day Program Transportation
559-09-00-3042 MIA Staff and Operating
559-51-10-3042 DD CTH
559-52-10-3042 DD CLF
559-53-10-3042 DD SIP
559-57-10-3042 DD AIS
559-58-00-3747 DD Day Program Transportation
Subtotal
TOTAL
- Federal Share
- Federal Share
- Federal Share
Federal Share
Federal Share
Federal Share
FINANCE AND PERSONNEL COMMITTEE
Resolution #96233 October 10, 1996
• j 7
• •
Moved by Taub supported by Jacobs the resolution be adopted.
AYES: Kingzett, Law, McCulloch, Moffitt, Obrecht, Palmer, Pernick, Powers,
Quarles, Schmid, Taub, Wolf, Amos, Crake, Devine, Dingeldey, Douglas, Garfield,
Holbert, Huntoon, Jacobs, Jensen, Johnson. (23)
NAYS: Kaczmar, McPherson. (2)
A sufficient majority having voted therefor, the resolution was adopted.
I HEREBY HE FOREGOING RESOLUTION
/1)-sler-11
Date L Brookfratter son. County Executive
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lynn D. Allen, Clerk of the County of Oakland, do hereby certify that the
foregoing resolution is a true and accurate copy of a resolution adopted by the
Oakland County Board of Commissioners on October 10, 1996 with the original
record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the
County of Oakland at Pontiac, Michigan this 10th day (4 October 1996.
Lynn/D. Allen, County Clerk