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State of Wisconsin DOA-3070 (R08/2003) s.16.75, Wis.

Statutes

PROPOSALS MUST BE SEALED AND ADDRESSED TO: AGENCY ADDRESS:


Jody Brassfield Purchasing Manager Department of Health Services Division of Enterprise Services 1 W. Wilson Street, Room 665 Madison, WI 53701-7850

REQUEST FOR PROPOSAL


THIS IS NOT AN ORDER
BIDDER (Name and Address)

Proposal envelope must be sealed and plainly marked in lower corner with due date and Request for Proposal # 1722 DES-JB. Late Proposals will be rejected. Proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the Bid is due. Proposals dated and time stamped in another office will be rejected. Receipt of a Proposal by the mail system does not constitute receipt of a Proposal by the purchasing office. Any Proposal which is inadvertently opened as a result of not being properly and clearly marked is subject to rejection. Proposals must be submitted separately, i.e., not included with sample packages or other Proposals. Proposal openings are public unless otherwise specified. Records will be available for public inspection after issuance of the notice of intent to award or the award of the contract. Proposers should contact person named below for an appointment to view the Proposal record. Proposals shall be firm for acceptance for sixty (60) days from proposal due date, unless otherwise noted. The attached terms and conditions apply to any subsequent award.

Proposals MUST be in this office no later than

Public Opening No Public Opening X

2:00 PM CT June 13, 2012


Name (Contact for further information)

Jody Brassfield
Phone Date

608-267-4894

May 11, 2012

Description The purpose of issuing this Request for Proposal (RFP) is to establish a qualified list of Revenue Maximization contractors with expertise in one or multiple fields listed in this RFP. The Department then intends to negotiate the award of multiple contracts with qualified Proposers within their respective fields to provide Revenue Maximization and related service(s) to the Department. In order to establish this list of qualified vendors, Proposers will have to demonstrate their qualifications within their field of expertise as enumerated in the requirements of this RFP. This RFP also includes criteria under which proposers must demonstrate proficiency. If proposer(s) satisfactorily meet the qualifications in the respective field in which they respond, they will be regarded as eligible to enter into contract negotiations with the Department as a qualified vendor for the field in which they have applied.
Payment Terms: Delivery Time:

We claim minority Bidder preference [Wis. Stats. s. 16.75(3m)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Minority Business Enterprises. Bidder must be certified by the Wisconsin Department of Commerce. If you have questions concerning the certification process, contact the Wisconsin Department of Commerce, 5th Floor, 201 W. Washington Ave., Madison, Wisconsin 53702, (608) 267-9550. We are a work center certified under Wis. Stats. s. 16.752 employing persons with severe disabilities. Questions concerning the certification process should be addressed to the Work Center Program, State Bureau of Procurement, 6th Floor, 101 E. Wilson St., Madison, Wisconsin 53702, (608) 266-2605. Wis. Stats. s. 16.754 directs the state to purchase materials which are manufactured to the greatest extent in the United States when all other factors are substantially equal. Materials covered in our bid were manufactured in whole or in substantial part within the United States, or the majority of the component parts thereof were manufactured in whole or in substantial part in the United States. Yes No Unknown In signing this Bid we also certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a Bid; that this Bid has been independently arrived at without collusion with any other Bidder, competitor or potential competitor; that this Bid has not been knowingly disclosed prior to the opening of Bids to any other Bidder or competitor; that the above statement is accurate under penalty of perjury. We will comply with all terms, conditions and specifications required by the state in this Request for Bid and all terms of our Bid.

Name of Authorized Company Representative (Type or Print)

Title

Phone Fax

( (

) )

Signature of Above

Date

Federal Employer Identification No.

Social Security No. if Sole Proprietor (Voluntary)

State of Wisconsin Dept. of Health Services

RFP 1722 DES-JB

Date: 05/11/12 Page 2 of 67

REQUEST FOR PROPOSAL

STATE OF WISCONSIN DEPARTMENT OF HEALTH SERVICES DIVISION OF ENTERPRISE SERVICES

RFP # 1722 DES-JB

Revenue Maximization Services


PROPOSALS MUST BE RECEIVED BY 2:00 PM CT WEDNESDAY, JUNE 13, 2012

LATE PROPOSALS WILL BE REJECTED FAXED PROPOSALS WILL NOT BE ACCEPTED THE STATE RESERVES RIGHT TO REJECT ANY AND ALL PROPOSALS

State of Wisconsin Dept. of Health Services

RFP 1722 DES-JB TABLE OF CONTENTS

Date: 05/11/12 Page 3 of 67

1.0 GENERAL INFORMATION ..................................................................................... 5 1.1 Introduction and Background ........................................................................5 1.2 Current Operations ....................................................................................... 5 1.3 DHS Overview .............................................................................................. 6 1.4 Procuring and Contracting Agency ............................................................... 8 1.5 Definitions ..................................................................................................... 8 1.6 Clarification and/or Revision to the Specifications and Requirements .......... 9 1.7 Contract Quantities / New or Deleted Items................................................ 10 1.8 Reasonable Accommodations .................................................................... 11 1.9 Calendar of Events ..................................................................................... 11 1.10 Contract Term and Funding ........................................................................ 11 1.11 VendorNet Registration............................................................................... 12 1.12 Retention of Rights ..................................................................................... 12 1.13 Number of Contracts................................................................................... 12 2.0 PREPARING AND SUBMITTING A PROPOSAL.................................................. 12 2.1 General Instructions.................................................................................... 12 2.2 Proposal Organization and Format ............................................................. 14 2.3 Multiple Proposals....................................................................................... 16 2.4 Withdrawal of Proposals ............................................................................. 16 3.0 PROPOSAL SELECTION AND AWARD PROCESS ............................................ 16 3.1 Preliminary Evaluation ................................................................................ 16 3.2 Proposal Scoring ........................................................................................ 16 3.3 Evaluation Criteria ...................................................................................... 17 3.4 Best and Final Offer Process ...................................................................... 18 3.5 Notification of Intent to Pursue Contract Negotiations................................. 18 3.6 Appeals Process ......................................................................................... 19 3.7 Right to Reject Proposals and Negotiate Agreement Terms....................... 19 3.8 Cooperative Purchasing.............................................................................. 19 4.0 PROPOSER INFORMATION SECTIONS ............................................................. 20 4.1 RM and Related Services for Eligibility Initiatives Information Section........ 20 4.2 RM and Related Services for Benefit Initiatives Information Section .......... 21 4.3 RM and Related Services for Administrative Human Services Programs Information Section ..................................................................................... 22 4.4 RM and Related Services for Cost Reporting and Fed Claiming Initiatives Information Section ..................................................................................... 23 3

State of Wisconsin Dept. of Health Services 4.5

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Contractual Requirements .......................................................................... 24

5.0 TECHNICAL RESPONSE SECTION .................................................................... 26 5.1 RM and Related Services Specific to Eligibility .......................................... 26 5.2 RM and Related Services Specific to Benefit Initiatives.............................. 28 5.3 RM and Related Services Specific to Administrative Services.................... 30 5.4 RM and Related Services Specific to Cost Reporting and Federal Claiming .................................................................................................................... 33 5.5 Areas of Qualification.................................................................................. 35 6.0 STANDARD AND SUPPLEMENTAL TERMS & CONDITIONS ............................ 36 6.1 Standard Terms and Conditions ................................................................. 36 6.2 Supplemental Terms and Conditions .......................................................... 40 7.0 REQUIRED FORMS.............................................................................................. 41 7.1 Designation of confidential and Proprietary Information.............................. 42 7.2 Certificate Regarding Debarment and Suspension ..................................... 43 7.3 Wisconsin Cooperative Purchasing ............................................................ 44 7.4 Vendor Information ..................................................................................... 45 7.5 Vendor Reference....................................................................................... 46 APPENDIX A Contract APPENDIX B Business Associate Agreement APPENDIX C Example of Current Engagement Letter

State of Wisconsin Dept. of Health Services 1.0 1.1 GENERAL INFORMATION Introduction and Background

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The purpose of issuing this Request for Proposal (RFP) is to establish a qualified list of Revenue Maximization contractors with expertise in one or multiple fields listed in this RFP. The Department then intends to negotiate the award of multiple contracts with qualified Proposers within their respective fields to provide Revenue Maximization and related service(s) to the Department. In order to be included on this list of qualified vendors, Proposers will have to demonstrate their qualifications within their field of expertise as enumerated in the requirements of this RFP. This RFP also includes criteria under which proposers must demonstrate proficiency. If proposer(s) satisfactorily meet the qualifications in the respective field in which they respond, they will be regarded as eligible to enter into contract negotiations with the Department as a qualified vendor for the field(s) in which they have applied. Proposers providing such services are to identify and realize opportunities for claiming unanticipated federal or other revenues, maximizing other revenue sources, improving cost reporting and federal claiming, improving program administration, and implementing program efficiencies. The new revenues would appropriately cover costs that were initially paid with state or local funds that are eligible for federal or other reimbursement, or were initially paid in part with federal funds that are appropriate and eligible for enhanced federal reimbursement. It will be the responsibility of the selected contractor or contractors to review and understand Wisconsins current claiming procedures and how Wisconsin administers human services programs, directly or through local agencies, to familiarize themselves with federal laws and regulations pertaining to these programs, to review the claiming of other states, and to develop recommendations based on their research for the State of Wisconsin. DHS will review and approve the recommendations developed and will authorize the contractor or contractors to proceed with the activities necessary for enhanced revenue generation, cost avoidance and/or related program efficiencies and/or technical assistance. The purpose of this document is to provide interested parties with information to enable them to prepare and submit a proposal for providing Revenue Maximization and Related Services to the State of Wisconsin as represented by the Department of Health Services (DHS). Other State or local governmental agencies may acquire services under contract(s) issued as a result of this request for proposal. The State desires to contract with multiple proposers for review of programs and claiming of reimbursable expenditures under several programs including but not limited to Medical Assistance Third Party Liability Programs, Supplemental Nutrition Assistance Program, Substance Abuse, Aging, Mental Health and Public Health programs. 1.2 Current Operations

Currently DHS contracts with a single vendor, Public Consulting Group (PCG) for all Revenue Maximization and related services.

State of Wisconsin Dept. of Health Services

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1.3

Department of Health Services (DHS) Overview

The Department of Health Services (DHS) has many key responsibilities including medical assistance and health care for low income families, elderly and disabled persons, the Supplemental Nutrition Assistance Program (also known as FoodShare), long term support and care programs, aging programs, physical and developmental disability programs, sensory disability programs, mental health and substance abuse programs, operation of care and treatment facilities, quality assurance programs, public health programs, regulation, and licensing of a variety of facilities. The DHS is one of the largest cabinet level agencies within the State of Wisconsin. This is true in terms of human resources, revenue earned and spent, and federal funding allocations. The Departments programs affect the lives of nearly every Wisconsin citizen in one fashion or another. The relevance of DHS efforts in collaboration with its hundreds of federal, county, municipal, and non-profit partners cannot be overstated. DHS serves as a foundation of the States health and human services sector in topics that include policy development, funding, advocacy, direct patient care, and regulatory oversight. The DHS employs nearly 6,000 people throughout the State of Wisconsin and manages a budget of over $9 billion dollars annually (Fiscal Year 2012). DHS manages 14 operations sites located across Wisconsin: five regional administrative offices, seven inpatient treatment facilities, one income maintenance delivery operation, and one headquarters facility located in downtown Madison. DHS has a State-managed, locally-administered governance structure for many of its complex programs. This means the nearly 100 local County and Tribal human services organizations have a great deal of autonomy in their relationship with the Wisconsin Department of Health Services. Local units of government provide part of the non-federal funding for certain programs. While Wisconsin's human services and public health systems give a prominent role to local partners in service delivery, expectations are that DHS will provide leadership, direction and oversight for those systems. If issues emerge in any part of the system, even if largely locally based, public expectations are that DHS will be active in finding solutions, making program and system changes, and devising strategies to improve outcomes and avoid performance lapses Information on DHS and the programs it administers can be found at http://www.dhs.wisconsin.gov/ . The Department is configured of six (6) divisions and four (4) offices as follows: The Division of Health Care Access and Accountability The Division of Public Health The Division of Mental Health and Substance Abuse Services The Division of Long Term Care The Division of Quality Assurance The Division of Enterprise Services The Office of Policy Initiatives and Budget 6

State of Wisconsin Dept. of Health Services

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The Office of the Inspector General The Office of Legal Counsel The Office of the Secretary

The Division of Health Care Access and Accountability (DHCAA) develops and administers the states public health care and nutrition supplementation programs for low income persons, the elderly, and persons with disabilities. In fulfilling this mandate, the Division oversees the issuance of health care and nutrition benefits and manages the statewide eligibility determination system governing intake and monitoring of persons in these programs. In addition, it determines and adjudicates eligibility for persons applying for benefits under federal Social Security disability insurance programs. DHCAA also administers the States Medicaid/BadgerCare Plus/ BadgerCare Plus Childless Adults programs, SeniorCare prescription drug benefit program, chronic disease program, Medicaid Well Women program, and the Health Care Tax Credit benefit program. The Division of Long Term Care (DLTC) manages programs involving long term support and care, aging, physical and developmental disabilities, and sensory disabilities, including the Home & Community Based Waiver and Family Care programs. In addition, the division operates state institutions that provide care and treatment for persons with developmental disabilities. The Division of Mental Health and Substance Abuse Services (DMHSAS) manages programs that provide community mental health and substance abuse services. The division also operates four state institutions that provide care and treatment for persons with mental illness and/or sexually violent behavior. The Division is also responsible for clients rights reviews and investigations and for the community forensics program. The Division of Quality Assurance (DQA) assures the safety, welfare and health of persons utilizing health, long-term care and community-care provider services. The division assures quality of care and quality of life through the development of rules and standards, on-site inspections (surveys), complaint investigations, enforcement activities, facility plan reviews, training, policy interpretations, best practice initiatives, nurse aide registration, caregiver background checks and investigations, provider information and education, proactive relationships among providers and consumers, and through the development of rules and standards. The Division of Public Health (DPH) manages programs in the areas of environmental health, occupational health, family and community health, injury prevention, chronic disease prevention, health promotion, communicable disease prevention and preparedness, emergency medical services, research and evaluation, e-Health, public health preparedness and health information. The Division of Enterprise Services (DES) provides management support in the areas of fiscal services, information and technology services, purchasing and contract administration, intergovernmental relations, personnel, affirmative action and employment relations, institutional support services, internal audit and project management to the program divisions of the Department. The Office of Policy Initiatives and Budget (OPIB) provides department-wide budgeting, policy development and implementation. It is also responsible for management of tribal affairs. 7

State of Wisconsin Dept. of Health Services

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The Office of the Inspector General (OIG) has department wide responsibilities for auditing the use of department funds in support of the department's commitment to be an effective steward of the public resources DHS is entrusted to manage. The OIG, which reports directly to the DHS Secretary, conducts audits of providers who receive department funds, performs internal audits of department programs and operations, and investigates allegations of fraud, waste, or abuse of DHS resources by contractors, providers and recipients. The OIG also is responsible for working with DHS program divisions and partners to develop policies and practices to prevent fraud, waste and abuse. The Office of Legal Counsel (OLC) is the office providing the Department with legal advice and representation. The Office provides formal legal opinions, informal legal advice, and litigates DHS cases in administrative hearings and in some court proceedings. The Office coordinates DHS rulemaking activities, administers DHS compliance with HIPAA regulations and other privacy laws, coordinates the Departments rehabilitation review approval process, and provides training and guidance in investigation methods and legal issues. The Office of the Secretary oversees all divisions and programs within the Department. 1.4 Procuring and Contracting Agency

The Wisconsin Department of Health Services, Division of Enterprise Services (DES), Bureau of Fiscal Services, issued this Request for Proposal (RFP), which is the sole point of contact for the State of Wisconsin during the Proposal process. The person responsible for managing the procurement process is Jody Brassfield. DES will administer the contract resulting from this RFP. The contract administrator will be Cheryl K. Johnson or designee. 1.5 Definitions

Throughout the RFP, the following terms are used and are defined as: 1. 2. Agency, Department, or DHS means the Wisconsin Department of Health Services. Agreement and Contract (used interchangeably) means the final written contract negotiated between DHS and the contractor(s). Contractor(s) means proposer(s) or vendor(s) awarded final contract. The singular and plural forms are used interchangeably within this document and do not imply any predetermination of whether a single or multiple proposers will be offered a contract under this RFP. That determination will be based on the results of the evaluation of properly submitted proposals and to the benefit of the State. DOA: is defined as the Department of Administration. HIPAA: is defined as the Health Insurance Portability and Accountability Act of 1996. Medicaid: is defined as all programs funded in whole or in part under Title 19 of the Social Security Act and associated State and/or other public funds. 8

3.

4. 5. 6.

State of Wisconsin Dept. of Health Services 7. 8. 9.

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MBE: is defined as Minority Business Enterprise Proposer/Vendor means a firm submitting a proposal in response to this RFP. Revenue Maximization: Initiatives that reduce State expenditures by increasing federal matching funds or initiatives that decrease State expenditures for services provided. RFP: is defined as Request for Proposal RM: Is defined as Revenue Maximization SCHIP: means the federal State Childrens Health Insurance Program funded under Title 21 of the Social Security Act and associated State and/or other public funds. SNAP: means the federal Supplemental Nutrition Assistance Program. In Wisconsin, the program is known as FoodShare. SPA: State Plan Amendment State means the State of Wisconsin. Subcontract: A written agreement between the contractor and a subcontractor to provide services. Subcontractor: A third party who contracts with the awarded contractor for the provision of services, which the contractor has contracted with the Department to perform. Clarification and/or Revisions to the Specifications and Requirements

10. 11. 12.

13.

14. 15. 16.

17.

1.6

Any questions concerning this RFP must be submitted to Jody Brassfield, Purchasing Manager at: Jody.Brassfield@wi.gov Written questions must be submitted before 4:30 PM CT on Friday, May 25, 2012. All questions are to be submitted in non-protected Microsoft Word format with the following subject line listed below: Subject Line: Question 1722 DES-JB Company Name Telephone questions will not be accepted. Any oral responses, information, dates, and/or technical assistance received by a prospective Proposer from the Department or Department staff shall not, in any manner whatsoever and whether before or after the release of this RFP, be binding on the State of Wisconsin, unless followed-up and explicitly confirmed and stated in writing by the State. Vendors are expected to raise any questions, exceptions, or additions they have concerning the RFP document at this point in the RFP process. If a vendor discovers any significant 9

State of Wisconsin Dept. of Health Services

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ambiguity, error, conflict, discrepancy, omission, or other deficiency in this RFP, the vendor should immediately notify the above named individual of such error and request modification or clarification of the RFP. In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this RFP, revisions/amendments and/or supplements will be provided through the State VendorNet system. Each Proposal shall stipulate that it is predicated upon the requirements, terms, and conditions of this RFP and any supplements or revisions thereof. Any contact with State employees concerning this RFP is prohibited, except as authorized by the RFP manager during the period from date of release of the RFP until the notice of intent to award is released. 1.7 Contract Quantities / New or Deleted Items

The buying agency does not guarantee to purchase any specific quantity of services. Proposals that require the State to guarantee a specific quantity or dollar amount may be disqualified. NEW OR DELETED ITEMS: The agency reserves the right to add new related services to this contract based on changes in need or changes to standards unknown at the time of this RFP. Qualified contractors will be asked to provide pricing for new related services and those prices will be formalized by contract amendment. Contractor(s) prices must be comparable to current contract pricing for like services. The contractor shall not have exclusive rights to provide all services covered under this contract during the term of the contract or any extension of the contract. 1.7.1 Post RFP Work Product Award Once a list of qualified vendors has been established for each field, via the methods described in Section 3.0. The Department will request revenue maximization methodologies and cost estimates for individual projects from the respective list of qualified vendors. There are two methods typically used for developing a revenue maximization project: 1) Request initiated by the Department and issued to the contractor(s) for development of methodologies and a proposed rate within the established rate; or Potential project proposed by the contractor, including methodology and a proposed rate.

2)

Regardless of the method in which the revenue maximization project is developed, all projects will be formatted in the form of an engagement letter (reference Appendix C) describing a detailed work plan, measurable deliverables and rate structure. For work projects DHS wishes to pursue, proposed engagement letters will be requested from the qualified list of contractors within their respective field. This distribution will take place 10

State of Wisconsin Dept. of Health Services

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regardless of whether the project was originated by the Department or one of the qualified contractors. Respective certified contractors will then independently review the project and will have an opportunity to propose their work plan, deliverables, cost rate, and detailed pricing methodology for each project. Based on the revenue maximization methodology and the costs proposed from one or more certified contractors, the Department will determine whether to proceed with the project. If the Department decides to pursue a project, it shall award the project to the contractor based on the Departments assessment of the methodology proposed and an estimate of the level of predicted revenue enhancement, direct costs, or a combination thereof. By submitting a response to this RFP, Proposers are agreeing to the method described above to award work to the contractors on the qualified list established as a result of this RFP. 1.8 Reasonable Accommodations

DHS will provide reasonable accommodations, including the provision of informational material in an alternative format, for qualified individuals with disabilities upon request. To request such accommodations at any time during the RFP process, contact Jody Brassfield at (608) 2674894 or Jody.Brassfield@wi.gov . 1.9 Calendar of Events

Listed below are specific and estimated dates and times of actions related to this RFP. The actions with specific dates must be completed as indicated unless otherwise changed by the State. In the event that the State finds it necessary to change any of the specific dates and times in the calendar of events listed below, it will do so by issuing a supplement to this RFP and posting it to the State of Wisconsin purchasing and vendor notification website (VendorNet) at http://vendornet.state.wi.us . There may or may not be a formal notification issued for changes in the estimated dates and times.

DATE May 11, 2012 May 25, 2012 May 31, 2012 (estimated) Wednesday, June 13, 2012 2:00 PM CT July 13, 2012 (estimated) July August (estimated) August 1, 2012 1.10 Contract Term and Funding

EVENT Date of issue of the RFB (Posted to VendorNet) Deadline for Written Questions All Questions and Answers posted to VendorNet Proposals due from vendors Notification of intent to pursue contract negotiations Contract Negotiations Contract Start Date

11

State of Wisconsin Dept. of Health Services

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The contract shall be effective on the date indicated in the contract and shall run for (one) year from that date with an option by mutual agreement of the agency and contractor, to renew for (4) four additional one (1) year periods. Any Contract resulting from this RFP shall not be, in whole or in part, subcontracted, assigned, or otherwise transferred to any other Contractor without prior written approval from the Department. Reference Section 4.5. 1.11 VendorNet Registration

The State of Wisconsins purchasing information and vendor notification service is available to all businesses and organizations that want to sell to the state. Anyone may access VendorNet on the Internet at http://vendornet.state.wi.us to get information on state purchasing practices and policies, goods and services that the state buys, and tips on selling to the state. Vendors may use the same Web site address for inclusion on the Bidder list for goods and services that the organization wants to sell to the state. A subscription with notification guarantees the organization will receive an e-mail message each time a state agency, including any campus of the University of Wisconsin System, posts a request for Bid or a request for Proposal in their designated commodity/service area(s) with an estimated value over $50,000. Organizations without Internet access receive paper copies in the mail. Increasingly, state agencies also are using VendorNet to post simplified bids valued at $50,000 or less. Vendors also may receive e-mail notices of these simplified bid opportunities. 1.12 Retention of Rights. The State of Wisconsin retains the right to accept or reject any or all proposals if it is deemed to be in the best interest of the State of Wisconsin. If mutually agreed to by the contractor, and the State, the results of this solicitation may be used by other Wisconsin agencies, including local units of government and/or other states, including their local units of government. All proposals become the property of DHS upon receipt. All rights, title and interest (including the right to exploit for the States purposes) in all materials and ideas prepared by the Proposer for the proposal to DHS shall be the exclusive property of DHS and may be used by the State at its option. 1.13 Number of Contracts

It is the intention of the Department to award multiple contracts for the service areas identified in Sections 4.1 through 4.4. However, the contractor shall not have exclusive rights to provide all services covered under this contract during the term of the contract or any extension of the contract. 2.0 2.1 PREPARING AND SUBMITTING A PROPOSAL General Instructions

12

State of Wisconsin Dept. of Health Services

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The selection of a contractor will be based on the information submitted in the vendor's Proposal. Failure to respond to each of the requirements in the RFP may be the basis for rejecting a Proposal. Elaborate Proposals (e.g., expensive artwork), beyond what is sufficient to present a complete and effective Proposal are not necessary or desired. The State of Wisconsin is not liable for any cost incurred by Proposers in replying to this RFP. Proposers must submit Proposals in strict accordance with the requirements set forth in this section. All materials must be submitted to: Jody Brassfield Purchasing Manager Department of Health Services Division of Enterprise Services 1 W. Wilson Street, Room 665 Madison, WI 53701-7850 (608) 267 4894 All materials must be received in the prescribed formats by 2:00 PM CT Monday, May 21, 2012. Proposals must be received in the above office by the specified date and time stated below. All Proposals must be stamped as accepted by the Purchasing Manager or designee. Receipt of a Proposal by the State mail system does not constitute receipt of a Proposal by the Purchasing Office, for purposes of this RFP. No proposals are allowed to be submitted by fax or email; any proposal submitted by fax or e-mail will be rejected. There are two components needed for complete submission of the Proposals: Paper (Hard Copies) and Electronic. Both components are due to the address above by the stated date and time. The following submission requirements must be followed for each of the components: Paper (Hard Copy) Proposal Components This component must contain the original and three (3) paper copies of the entire Technical Proposal (Section 2.2.2 Proposal Organization and Format) including any proprietary information. No mention of cost is to be included in this component, referencing of cost in this component may be grounds for rejection of proposal. Electronic Proposal Components In addition to the paper documents described above, the Proposal must be submitted in nonpassword protected PDF format on reproducible CDs recorded and labeled as follows: Disc One must contain the entire Proposal including any proprietary information and have the following label affixed to the disc: Technical Proposal Proprietary Information Included 13

State of Wisconsin Dept. of Health Services

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Revenue Maximization Services Name and Address of Proposer RFP 1722 DES-JB Disc Two must contain the entire Proposal excluding the proprietary information reported on the Designation of Confidential and Proprietary Information form (DOA-3027). Note: The Department in responding to open records requests will release the information on this disc. It is the sole responsibility of the Proposer to ensure that there is no conflict between the Designation of Confidential and Proprietary Information form (DOA-3027) and the information provided on this disc. The following label must be affixed to the disc: Technical Proposal Proprietary Information Excluded Revenue Maximization Services Name and Address of Proposer RFP 1722 DES-JB 2.2 Proposal Organization and Format

Technical proposals must be organized into clearly delineated sections, as shown below. Each heading and subheading should be separated by tabs or otherwise clearly marked. No mention of the cost proposal may be made in the response to the Technical Requirements of this Request for Proposal. Sections 5.1 through 5.4 (Tabs 3 6) are the specific areas of focus for the department relating to Revenue Maximization. Proposers are required to respond only to those sections in 5.1 through 5.4 in which they would like the opportunity to be evaluated for an opportunity to be eligible for placement on Departments qualified list of vendors for these areas of Revenue Maximization. Proposers must respond to Sections 5.5 with a descriptive narrative, which includes methodology to the level of detail deemed appropriate by the proposer and appropriately labeled as referenced below. Tab 1. Table of Contents (Mandatory) Tab 2. Proposer Information Sheet (Mandatory) a. b. c. d. e. Cover Sheet DOA-3070 Vendor Information Form DOA-3477 Transmittal Letter Designation of Confidential and Proprietary Information Form DOA-3027 Vendor Information Form DOA-3477 14

State of Wisconsin Dept. of Health Services f.

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Cooperative Purchasing Form DOA-3333

Tab 3. RM and Related Services Specific to Eligibility a. Experience, Demonstrated Abilities and Expertise in fulfillment of the requirements in Section 5.1.1 5.1.7

Tab 4. RM and Related Services Specific to Benefit Initiatives a. Experience, Demonstrated Abilities and Expertise in fulfillment of the requirements in Section 5.2.1 5.2.7

Tab 5. RM and Related Services Specific to Administering Human Services Programs a. Experience, Demonstrated Abilities and Expertise in fulfillment of the requirements in Section 5.3.1 5.3.7

Tab 6. RM and Related Services Specific to Cost Reporting and Federal Claiming a. Experience, Demonstrated Abilities and Expertise in fulfillment of the requirements in Section 5.4.1 5.4.7

Tab 7. Areas of Qualification (Mandatory) a. Provided a detailed description of proposers Experience, Demonstrated Abilities, and Expertise in the areas in section 5.5.1 5.5.3.

All materials must be received in the prescribed formats by 2:00 PM CT Monday, May 21, 2012 2.2.1 Transmittal Letter A Transmittal Letter must accompany the RFP package. It must be on official business letterhead of the prime Proposer submitting the Proposal, and must be signed in ink by an individual authorized to legally bind the Proposer. The Transmittal Letter must stipulate the following: The Proposer is the prime Contractor and is a corporation or other legal organization; Services that the Contractor intends to sub-contract to another entity; No attempt has been made or will be made by the Proposer to induce any other person or firm to submit or not to submit a Proposal; Proposer certifies they have not directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that this Proposal has been independently arrived at without collusion with any other 15

State of Wisconsin Dept. of Health Services

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Proposer, competitor or potential competitor; that this proposal has not been knowingly disclosed prior to the opening of proposals to any other proposer or competitor. The Proposal is valid for a minimum of 60 Days from the Proposal due date; The person signing this letter and all RFP documents is authorized to make decisions on behalf of the Proposing organization and that the person has not participated, and will not participate, in any action contrary to the this statement; Assurance that the Proposer will agree to execute and fulfill a contract according to the conditions and terms specified in this RFP; That the Proposal is predicated upon the requirements, terms, and conditions of this RFP, the posted Questions and Answers, all its attachments, and any supplements or revisions thereof; and That an individual authorized to bind legally the Proposer has signed this Transmittal Letter.

2.3 Multiple Proposals

Submission of multiple Proposals from a vendor is not permissible. 2.4 Withdrawal of Proposals Proposals shall be irrevocable until contract award unless the Proposal is withdrawn. Proposers may withdraw a Proposal in writing at any time up to the Proposal closing date and time or upon expiration of five (5) business days after the due date and time if received by the RFP Purchasing Manager. The written request must be signed by an authorized representative of the Proposer and submitted to the RFP Purchasing Manager at the address listed in Section 2.1 General Instructions. If a previously submitted Proposal is withdrawn before the Proposal due date and time, the Proposer may submit another Proposal at any time up to the Proposal closing date and time. 3.0 3.1 Proposal Selection and Award Process Preliminary Evaluation The purpose of the preliminary evaluation is to determine if each proposal is sufficiently responsive to the RFP to permit a complete evaluation. Proposals must comply with the instructions to vendors contained in this RFP. Failure to comply with the instructions may cause the proposal to be rejected without further consideration. The state reserves the right to waive any minor irregularities in the proposal. 3.2 Proposal Scoring Proposals accepted through the preliminary evaluation process will be reviewed by an evaluation committee and scored against the chosen criteria. A proposer may not 16

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contact any member of an evaluation committee except with the Procurement Managers written approval. The committee may review references, request interviews, and/or perform financial stability and/or litigation analysis, and use the results in evaluating the proposals. The State reserves the right to check any reference(s), regardless of the source of the reference information, including but not limited to, those that are identified by the company in the proposal, those indicated through the explicitly specified contacts, those that are identified during the review of the proposal, or those that result from communication with other entities involved with similar projects. Information to be requested and evaluated from references may include, but is not limited to, some or all of the following: project description and background, job performed, functional and technical abilities, communication skills and timeliness, cost and schedule estimates and accuracy, problems (poor quality deliverables, contract disputes, work stoppages, et cetera), results of federal or other audits, overall performance, and whether or not the reference would rehire the firm or individual. Only top scoring Proposals will receive reference checks and negative references may eliminate proposers from consideration for award. Proposals from certified Minority Business Enterprises may have points weighted by a factor of 1.00 to 1.05 to provide up to a five percent (5%) preference to these businesses (Wis. Stats. 16.75(3m)). The evaluation committee's scoring will be tabulated and proposals ranked based on the numerical scores received. 3.3 Evaluation Criteria Sections 5.1 through 5.4 will be scored as individual sections and awards will be recommended based on the scores of each individual section. Section 5.5 will be given a score of 0-100 points, that score will be added to each the scores in section 5.1 through 5.4 to reach a total score. If the Total Score for each section is less then 50% after adding the Section 5.5 score (Total Possible Score) the proposers will not be recommended for a contract award in that section. This threshold will apply without exception. Description 1. Eligibility Initiatives (Section 5.1) 2. Benefit Initiatives (Section 5.2) 3. Administrative Services (Section 5.3) 4. Cost Reporting and Federal Claiming (Section 5.4) 5. Areas of Qualification (Section 5.5)* EXAMPLE SCORE SHEET Response Response Area of Qualification Section Section Score Score (Section 5.5) 17 Percent 83% 83% 83% 83% 17% Max Points 480 480 480 480 100

The score given to the response in Section 5.5 will apply to all section(s) in which the vendor chooses to respond. Reference example below.

Vendor Name

Total Score

Award Recommendation

State of Wisconsin Dept. of Health Services ABC Consulting ABC Consulting ABC Consulting ABC Consulting XYZ Consulting XYZ Consulting XYZ Consulting XYZ Consulting 5.1 5.2 5.3 5.4 5.1 5.2 5.3 5.4 400 DNP 215 425 300 450 470 265

RFP 1722 DES-JB 70 Points DNP 70 Points 70 Points 30 Points 30 Points 30 Points 30 Points 470 DNP 285 495 330 480 500 295

Date: 05/11/12 Page 18 of 67 81% YES (470/580) DNP 49% NO (285/580) 85% YES (495/580) 57 % YES (330/580) 83 % YES (480/580) 86% YES (500/580) 51 % YES (295/580)

DNP = did not propose In the example above, Proposer ABC Consulting would be recommended for award in Section 5.1 Eligibility Initiatives and Section 5.4 Cost Reporting and Federal Claiming. XYZ Consulting would be recommended for award in Section 5.1 Eligibility Initiatives, Section 5.2 Benefit Initiatives, Section 5.3 Administrative Services and Section 5.4 Cost Reporting and Federal Claiming. 3.4 Best and Final Offer Process The Department reserves the right to exercise the Best and Final Offer process; however, proposers should not expect the Department will request a best and final offer. If best and final offers are requested by the Evaluation Committee or the Purchasing Lead, the request will be in compliance with PRO-C-39 Best and Final Offer Process and Procedures, Procurement Manual, Wisconsin State Bureau of Procurement. See the following link for more detail: http://vendornet.state.wi.us/vendornet/procman/index.asp 3.5 Notification of Intent to Pursue Contract Negotiations All vendors who respond to this RFP will be notified via email of the State's intent to pursue contract negotiations as a result of this RFP. After notification of the intent is made and under the supervision of agency staff, copies of proposals will be available for public inspection from 8:00 a.m. to 4:00 p.m. at One West Wilson Street, Room 665, Madison, Wisconsin. Vendors should schedule reviews with Jody Brassfield (608) 267-4894.

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3.6

Appeals Process Notices of intent to protest must be made in writing to the Secretary of the Department of Health Services. Protestors must identify State Statute and Wisconsin Administrative Code provisions that are alleged to have been violated. Any written notice of intent to protest the intent to award a contract must be filed with: Dennis G. Smith, Secretary Department of Health Services One West Wilson Street PO Box 7850 Madison, WI 53701-7850 A notice of intent to protest must be received in the Secretarys Office no later than five (5) working days after the notices of intent to award are issued. Any written protest must be received in the same office within ten (10) working days after the notice of intent to award is issued. The decision of the Secretary of DHS may be appealed to the Secretary of the Department of Administration within five (5) working days of issuance with a copy of such appeal filed with DHS. The appeal must allege a violation of a Wisconsin statute or a section of the Wisconsin Administrative Code.

3.7

Right to Reject Proposals and Negotiate Agreement Term The State reserves the right to reject any and all Proposals. The State may negotiate the terms of the contract, including the award amount, with the selected Proposers prior to entering into a contract. If contract negotiations cannot be concluded successfully with the recommended Proposers or upon unfavorable review of the Proposers references, the Department may terminate contract negotiations. The Departments purchasing agent or designee will review each Proposal to verify the Proposer meets the requirements specified in this RFP based on a pass or fail protocol. This determination is the sole responsibility of the Department.

3.8

Cooperative Purchasing Upon mutual agreement of both Proposer and the Department the same pricing, terms, and conditions, resulting from this RFP may be extended to the entities as defined in Wisconsins Cooperative Purchasing Service Vendor Agreement DOA-3333 (Reference Section 7.0 Required Forms)

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4.0

PROPOSER INFORMATIONAL SECTIONS

Section 4.0 contains information for Proposers regarding the responsibilities, deliverables and outcomes a contractor is responsible for providing under the Revenue Maximization contract. The following requirements are the minimum specifications and areas of responsibilities required. Sections 4.1 through 4.4 are the specific areas of focus for the department relating to Revenue Maximization. Proposers are not required to have expertise in all areas of sections 4.1 through 4.4, rather only in those sections in which they intend to respond following the protocol described in Section 5.0. Proposers are not to respond to Sections 4.1 through 4.4; proposers are expected to use the information contained in Sections 4.1 through 4.4 to help them better understand the expected scope of work required under the Revenue Maximization contract. If no Proposers are able to comply with a given specification, condition of proposal or provide a specific item, the state reserves the right to delete that specification, condition of proposal or item. Vendors will be expected to provide all necessary resources to propose, develop, and execute initiatives. The following are the specific areas of focus for the Department related to Revenue Maximization. Revenue Maximization and Related Services specific to eligibility. Revenue Maximization and Related Services specific to benefits Revenue Maximization and Related Services specific to administering human services programs Revenue Maximization and Related Services specific to cost reporting and Federal claiming

4.1

RM and Related Service for Eligibility Initiatives Information Section

DHS conducts a wide variety of activities in the area of SNAP and Medicaid eligibility. Proposers will be required to possess the following experience, demonstrated abilities and expertise in providing Revenue Maximization work products and related services in the area of eligibility. Past revenue maximization projects related to eligibility have included projects to improve the SNAP error rate. The contractor must have the demonstrated experience and ability to develop, implement and successfully complete revenue maximization initiatives related to eligibility for human services programs, including but not limited to:

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4.1.1 Providing revenue maximization services to government or business entities specifically in the area of eligibility for human services programs, especially for SNAP, Medicaid and SCHIP funded programs. 4.1.2 Developing and implementing detailed strategies for revenue maximization eligibility initiatives for human services programs including: 4.1.2.1 Establishing and maintaining a detailed project plan for how the vendor will accomplish the RM initiative. 4.1.2.2 Identifying all parties involved in the RM initiative and establishing their roles and responsibilities in the RM Initiative. 4.1.2.3 Establishing contact information of key personnel assigned to the initiative and assuring their availability when and as needed within the approved project plan. 4.1.2.4 Identifying and securing subcontractors needed to supplement vendor and state resources during the RM initiative. 4.1.3 Developing and successfully negotiating detailed Federal SPAs and related communications for RM eligibility initiatives. 4.1.4 Developing detailed timelines for all of the activities involved in the RM eligibility initiative, including negotiating the availability of critical customer or subcontractor staff. Original and updated timelines must be documented within the project plan and approved by the customer. 4.1.5 Developing detailed fee structures used in the RM eligibility initiative. 4.1.6 Calculating and explaining estimated savings anticipated for each Revenue Maximization initiative. 4.1.7 Preparing and explaining the final report of actual savings generated and an assessment of the strategies for used for each initiative completed. 4.2 RM and Related Service for Benefits Initiatives Information Section

DHS provides a wide variety of benefits as part of members eligibility in SNAP and Medicaid. Proposers will be required to possess the following experience, demonstrated abilities and expertise in providing Revenue Maximization work products and related services in the area of benefits. Past revenue maximization initiatives have included projects to implement and standardized targeted case management claiming and to increase recoveries from liable third parties. The contractor must have the demonstrated experience and expertise to develop, implement and successfully complete revenue maximization initiatives related to provision of human service program benefits including, but not limited to: 4.2.1 Providing revenue maximization services to government or business entities specifically related to administration of human services benefits/benefit plans. 4.2.2 Developing and implementing detailed strategies for revenue maximization related to benefits/benefit plan administration services including 21

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Establishing and maintaining a detailed project management plan for how the contractor will accomplish the goals of the revenue maximization initiative. 4.2.2.2 Identifying all parties involved in the revenue maximization initiative and establishing their roles and responsibilities in the RM Initiative. 4.2.2.3 Establishing contact information of key personnel assigned to the initiative and assuring their availability when and as needed within the approved project plan. 4.2.2.4 Identifying and securing subcontractors needed to supplement contractor and state resources during the RM initiative 4.2.3 Developing and successfully negotiating detailed Federal SPAs and related communications for RM initiatives. 4.2.4 Developing detailed timelines for all of the activities involved in the RM benefits initiative, including negotiating the availability of critical customer or subcontractor staff. Original and updated timelines must be documented within the project plan and approved by the customer. 4.2.5 Developing detailed fee structures used in the RM benefit initiative. 4.2.6 Calculating and explaining estimated savings anticipated for each Revenue Maximization initiative. 4.2.7 Preparing and explaining the final report of actual savings generated and an assessment of the strategies for used for each initiative completed. 4.3 RM and Related Services for Administering Human Services Programs Information Section : DHS administers a wide range of programs, including FoodShare, Medicaid, Substance Abuse Prevention and Treatment programs, Environmental and other Public Health programs, etc. DHS provides direct client services through the operation of mental health facilities and developmental disabilities centers. Programs, such as disability determinations, are administered directly by DHS; while others such as the Women, Infant and Children Supplemental Nutrition Program (WIC) are supervised by DHS and administered through local agencies. Programs are, in some cases, administered jointly or under memoranda of understanding by DHS and other state agencies, such as the University of Wisconsin-Madison or the Department of Children and Families. Proposers will be required to possess the following experience, demonstrated abilities and expertise in providing Revenue Maximization work products related to administering human services programs. The experience and expertise requirements include, but are not limited to: 4.3.1 Providing revenue maximization services to government or business entities specifically in the area of improved administration of and funding for administering human services programs. 4.3.2 Developing and implementing detailed strategies for revenue maximization initiatives related to improving administration of and funding for administering human services programs including 22

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Establishing and maintaining a detailed project plan for how the vendor will accomplish the RM initiative. 4.3.2.2 Identifying all parties involved in the RM Initiative and establishing their roles and responsibilities in the RMS Initiative. 4.3.2.3 Establishing contact information of key personnel assigned to the initiative and assuring their availability when and as needed within the approved project plan. 4.3.2.4 Identifying and securing subcontractors needed to supplement vendor and state resources during the RM initiative 4.3.3 Developing and successfully negotiating detailed Federal State Plan Amendments, Cost Allocation Plan Amendments and similar documents requiring federal approval and any related communications for the RM initiative. 4.3.4 Developing detailed timelines for all of the activities involved in the RM initiative to improve administration of or funding for the administration of programs, including negotiating the availability of critical customer or subcontractor staff. Original and updated timelines must be documented within the project plan and approved by the customer. 4.3.5 Developing detailed fee structures used in the RM initiative related to administration of human services programs.

4.3.6 Calculating and explaining estimated savings anticipated for distinct Revenue Maximization initiatives. 4.3.7 Preparing and explaining the final report of actual savings generated and an assessment of strategy for used for each of the initiatives completed. 4.4 RM and Related Services for Cost Reporting and Federal Claiming Initiatives Information Section DHS administers a wide range of programs, including SNAP and Medicaid. Proposers will be required to possess the following experience, demonstrated abilities and expertise in providing Revenue Maximization work products related to Cost Reporting and Federal Claiming services. Past revenue maximization initiatives related to cost reporting and federal claiming have included cost settlement with local units of government and other state agencies for various services and review of certain cost reporting/allocation functions. The required experience and expertise include, but are not limited to: 4.4.1 Providing services to governments or other business entities to improve cost reporting and Federal claiming. Improve cost reporting and federal claiming includes, but is not limited to, streamlining operations and improving results of work efforts.

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4.4.2 Developing and implementing detailed strategies for improving cost reporting and Federal claiming: 4.4.2.1 Establishing and maintaining a detailed project plan for how the vendor will improve cost reporting and/or federal claiming. 4.4.2.2 Identifying all parties involved in improving cost reporting and/or federal claiming and establishing their roles and responsibilities of all parties. 4.4.2.3 Establishing contact information of key personnel assigned to the initiative and assuring their availability when and as needed within the approved project plan. 4.4.2.4 Identifying and securing subcontractors needed to supplement contractor and state resources during the RM initiative 4.4.3 Developing and successfully negotiating detailed Federal Cost Allocation Plan updates or other changes needed for improved federal claiming and related communications. 4.4.4 Developing detailed timelines for all of the activities involved in the RM Cost Reporting and Federal Claiming initiative, including negotiating the availability of critical customer or subcontractor staff. Original and updated timelines must be documented within the project plan and approved by the customer. 4.4.5 Developing detailed fee structures used in the RM Cost Reporting and Federal Claiming initiative. 4.4.6 Calculating and explaining estimated savings anticipated for each Revenue Maximization initiative. 4.4.7 Preparing and explaining a final report of actual savings generated and an assessment of strategy for used for each initiative completed. 4.5 Contractual Requirements: Proposers should be aware that if awarded the contract the following will be requirements. 4.5.1 Contractor must have experience providing Revenue Maximization services for governmental or business entities. 4.5.2 Contractor must acknowledge that the State does not use General Purpose Revenues (GPR) to pay and complies with all federal requirements for vendor contingency fees. 4.5.3 Contractor must agree to establish prior to performing work under an engagement letter authorized under this contract that nothing prohibits using portions of newly acquired funds to pay contingency fees and acknowledges that contingency fees will be paid within normal payment terms after DHS receives the additional revenue.

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4.5.4 Contractor must acknowledge the State may require legislative approval to make payment to the contractor under this contract and that requesting and receiving such approval may delay payment beyond the normal 30 days. 4.5.5 Contractor must agree that no data, information or distribution lists related to this contract will be sold or otherwise distributed to a third party, including to any divisions owned by or affiliated with the contractor. 4.5.6 Contractor must agree to retain all records associated with the performance of this contract for a period of not less than seven years from the end date of the contract or as required by federal laws, regulations and/or guidelines. 4.5.7 Contractor must acknowledge and agree that the State will only award contracts to contractors who propose to be paid an administrative fee or on a contingency fee basis from new revenues claimed, drawn and retained by the State of Wisconsin. Unless specifically agreed to in the written engagement letter, no expenses (travel reimbursement, time etc) will be paid directly or in addition to the vendor contingency or administrative fees. 4.5.8 Contractor must agree that at any point during or after the term of this contract, if it is determined in any manner or for any reason that all or any part of any increase in revenues received by the State as a result of work performed by the vendor is not allowable under applicable federal law or policy, or if for any other reason payment must be returned to the federal program or other payer that the vendor shall assist in defending the appropriateness of claiming the revenue. Upon repayment by the State to the federal program or other payer, the contractor must agree to promptly reimburse the State all fees paid to vendor attributable to the nonallowable revenue/claims. 4.5.9 Contractor must assure that it is not simultaneously representing organizations or initiatives that would be in conflict with components of this contract. Contractor agrees to disclose any possible conflicts of interest prior to proposing any applicable engagement letters. 4.5.10 Contractor must assure that they will comply with all applicable state and federal privacy and confidentiality requirements. 4.5.11 Contractor will bear full responsibility for project development and execution including providing staff with the necessary administrative and technical expertise, drafting provider communications and developing all necessary federal and other documentation.

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TECHNICAL RESPONSE SECTION

Listed below are the technical proposal response requirements. The section(s) referenced within the response requirement provide detail concerning the required and/or desired objectives, work requirements, and standards to meet the needs of this program. This detail represents the minimum level of service requirements and objectives sought in this procurement. Many of the sections in this RFP are inter-related and may contain overlapping information. Proposers should incorporate the goals, objectives, work requirements and standards stated throughout this RFP into their proposal. Sections 5.1 through 5.4 are the specific areas of focus for the department relating to Revenue Maximization. Proposers are required to respond only to those sections in 5.1 through 5.4 in which they would like the opportunity to be evaluated for an opportunity to be eligible for placement on Departments qualified list of vendors for these areas of Revenue Maximization. Proposers must respond to Sections 5.5 with a descriptive narrative, which includes methodology to the level of detail deemed appropriate by the proposer and appropriately labeled as referenced in Section 2.2 Proposal Organization and Format.

5.1

RM and Related Services Specific to Eligibility 5.1.1 Provide a detailed description of three past engagements, identifying Proposers experience relevant to revenue maximization initiatives related to establishing and/or determining eligibility for human services programs. Include engagements for which the proposer was the primary contractor or was a subcontractor and which took place during the last three (3) years. The descriptions must contain details on the purpose of the engagements, the types of activities performed and the outcomes of the engagements. Proposers must submit a response that describes their experience, demonstrated abilities, and technical expertise to improve the cost effectiveness of and/or maximize revenue within all processes related to eligibility. This response must include, but is not limited to: 5.1.1.1 An overview of services the Proposer provided to government or business entities for eligibility related revenue maximization engagements. A detailed description of each of the three eligibility initiatives completed including a summary of the project plan, including timeline, estimated and actual increased revenues/savings and an example of the fee structure developed for the RM eligibility initiatives. NOTE: the actual fees charged will have no bearing on the technical score, only the composition and structure of how the fee structure was developed. A detailed description of the strategies used to complete the initiatives and the outcomes from implementing those strategies. As/if appropriate, provide a sample of a Federal SPA and related communications or other similar documents requesting 26

5.1.1.2

5.1.1.3

5.1.1.4

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federal approvals the vendor was responsible for preparing as part of the initiatives. 5.1.1.5 A detailed timeline of the work conducted for the initiatives as compared to the originally planned timetable. A summary comparison of the outcomes anticipated at the start of the revenue maximization project and the actual results achieved.

5.1.1.6

5.1.2

Provide at least three (3) references from each of the engagements listed above. 5.1.2.1 Include points of contact (name, address, fax number, email address, and telephone number). The references must be knowledgeable enough to certify the proposer has experience developing and successfully implementing RM Eligibility Initiatives. The references must be able to provide and/or verify information on overall work performed, revenues received and/or savings accrued quality, timeliness, staff competence, cooperation, and communication with the contracting agency, reputation and sensitivity. Referenced organizations may be contacted by the State to determine the extent and quality of work performed and personnel assigned to the project.

5.1.2.2

5.1.2.3

5.1.2.4

5.1.3 Provide a detailed description of any deferrals or disallowances issued by federal grantor agencies within the past three years associated with any eligibility revenue maximization initiatives you have completed. Describe the nature of the deferral/disallowance, actions you took with or on behalf of the government entity to whom the deferral/disallowance was issued, your role in developing and implementing related corrective action plans and the final outcome of the efforts to refute the deferral/disallowance. 5.1.4 Provide detailed information of any instances during the past three years in which a contract or engagement letter between you and a government entity was terminated for cause. 5.1.5 Specify how the professional personnel performing work related to eligibility under this contract will interact organizationally; include the name, contact information and title of the person who will provide the program direction for RM activities specific to Eligibility Initiatives. Proposing vendors should respond with an organizational chart for eligibility initiatives under this contract which identifies key vendor staff, including staff title, and role. Anticipated key personnel proposed by the vendor shall collectively and individually have at least the following experience, skills and education, as supported by their resumes/Curriculum: 27

State of Wisconsin Dept. of Health Services 5.1.5.1

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At least one individual must have at least five (5) years of project management experience, direct access to corporate expertise with this experience or professional certification in project management. At least one individual must have at least five (5) years experience or direct access to corporate expertise in business analysis and planning, including organizational and business plan development. At least one individual must have at least five (5) years experience or direct access to corporate expertise in Revenue Maximization initiatives related to eligibility for human services programs. At least one individual must have at least three (3) years overall experience or direct access to corporate expertise in Program Efficiency and/or Revenue Maximization planning and design.

5.1.5.2

5.1.5.3

5.1.5.4

Note: One proposed person could satisfy more than one of the above requirements, but any one individual requirement may not be satisfied by totaling the experience of two or more persons proposed by the vendor. 5.1.6 Provide resumes describing the educational and work experiences for each of the key staff who would be assigned to manage and direct work under Eligibility Initiatives. 5.1.7 Describe proposers capacity and professional expertise to continue to undertake RM eligibility initiatives specific to the requirements in Section 4.1.

5.2

RM and Related Services Specific to Benefit Initiatives : 5.2.1 Provide a detailed description of three past engagements, identifying Proposers experiences relevant to revenue maximization initiatives related to administering benefits under human services programs. Include engagements for which the proposer was the primary contractor or a subcontractor and which took place during the last three (3) years. The descriptions must contain details on the purpose of the engagements, the types of activities performed and the outcomes of the engagements. Proposers must submit a response that describes their experience, demonstrated abilities, and technical expertise to improve the cost effectiveness of and/or maximize revenues within any and all processes related to administering benefits under human services programs. This response must include, but is not limited to: 5.2.1.1 An overview of services the Proposer provided to government or business entities for benefits related revenue maximization engagements. A detailed description of each of the three benefit initiatives completed including a summary of the project plan including timeline, estimated and actual increased revenues/savings, an example of the fee structure developed, and revenues generated for the RM Benefit Initiatives. NOTE: the actual fees charged will have no bearing on the technical score, only 28

5.2.1.2

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the composition and structure of how the fee structure was developed 5.2.1.3 A detailed description of the strategies used to complete the initiatives and the outcomes from implementing those strategies. As/if appropriate, provide a sample of a Federal State Plan Amendment and related communications or other similar documents requesting federal approvals the vendor was responsible for preparing as part of the initiatives. A detailed timeline of the work conducted for the initiatives as compared to the originally planned timetable. A summary comparison of the outcomes anticipated at the start of the revenue maximization project and the actual results achieved.

5.2.1.4

5.2.1.5

5.2.1.6

5.2.2

Provide at least three (3) references from each of the engagements listed above. 5.2.2.1 Include points of contact (name, address, fax number, email address, and telephone number). The references must be knowledgeable enough to certify the proposer has experience developing and successfully implementing RM Benefit Initiatives. The references must be able to provide and/or verify information on overall work performed, revenues received and/or savings accrued quality, timeliness, staff competence, cooperation, and communication with the contracting agency, reputation and sensitivity. Referenced organizations may be contacted by the State to determine the extent and quality of work performed and personnel assigned to the project.

5.2.2.2

5.2.2.3

5.2.2.4

5.2.3 Provide a detailed description of any deferrals or disallowances issued by federal grantor agencies within the past three years associated with any benefits related revenue maximization initiatives you have completed. Describe the nature of the deferral/disallowance, actions you took with or on behalf of the government entity to whom the deferral/disallowance was issued, your role in developing and implementing related corrective action plans and the final outcome of the efforts to refute the deferral/disallowance. 5.2.4 Provide detailed information of any instances in which a contract or engagement letter between you and a government entity was terminated for cause.

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5.2.5 Specify how the professional personnel performing work under the contract related to administering benefits will interact organizationally; include the name, contact information and title of the person who will provide the program direction for RM activities specific to Benefit Initiatives. Proposing vendors should respond with an organizational chart for Benefit Initiatives under this contract which identifies key vendor staff, including staff title, and role. Anticipated key personnel proposed by the vendor shall collectively and individually have at least the following experience, skills and education, as supported by their resumes/Curriculum Vitaes:

5.2.5.1

At least one individual must have at least five (5) years of project management experience, direct access to corporate expertise with this experience or professional certification in project management. At least one individual must have at least five (5) years experience or direct access to corporate expertise in business analysis and planning, including organizational and business plan development. At least one individual must have at least five (5) years experience or direct access to corporate expertise in Revenue Maximization initiatives related to administration of benefits for human services programs. At least one individual must have at least three (3) years overall experience or direct access to corporate expertise in Program Efficiency and/or Revenue Maximization planning and design.

5.2.5.2

5.2.5.3

5.2.5.4

Note: One proposed person could satisfy more than one of the above requirements, but any one individual requirement may not be satisfied by totaling the experience of two or more persons proposed by the vendor. 5.2.6 Provide resumes describing the educational and work experiences for each of the key staff who would be assigned to manage and direct work under Benefit Initiatives. 5.2.7 Describe proposers capacity and professional expertise to continue to undertake RM Benefit Initiatives specific to the requirements in Section 4.2.

5.3

RM and related Services Specific to Administrative Services 5.3.1 Provide a detailed description of three past engagements, identifying Proposers experiences relevant to revenue maximization initiatives related to administering human services programs. Include engagements for which the proposer was the primary contractor or a subcontractor and which took place during the last three (3) years. The descriptions must contain details on the purpose of the engagements, the types of activities performed and the outcomes of the engagements. Proposers must submit a response that describes their experience, demonstrated abilities, and technical expertise to improve the cost effectiveness of and/or maximize revenues within any and all processes related 30

State of Wisconsin Dept. of Health Services

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to administering human services programs. This response must include, but is not limited to: 5.3.1.1 An overview of services the Proposer provided to government or business entities for human services program administration related revenue maximization engagements. A detailed description of each of the three human services program administration initiatives completed including a summary of the project plan including timeline, estimated and actual increased revenues/savings and an example of the fee structure developed and revenues generated for the RM Human Services Program Administration Initiatives. NOTE: the actual fees charged will have no bearing on the technical score, only the composition and structure of how the fee structure was developed A detailed description of the strategies used to complete the initiatives and the outcomes from implementing those strategies. As/if appropriate, provide a sample of a Federal State Plan Amendment and related communications or other similar documents requesting federal approvals the vendor was responsible for preparing as part of the initiatives. A detailed timeline of the work conducted for the initiatives as compared to the originally planned timetable. A summary comparison of the outcomes anticipated at the start of the revenue maximization project and the actual results achieved.

5.3.1.2

5.3.1.3

5.3.1.4

5.3.1.5

5.3.1.6

5.3.2

Provide at least three (3) references from each of the engagements listed above. 5.3.2.1 Include points of contact (name, address, fax number, email address, and telephone number). The references must be knowledgeable enough to certify the proposer has experience developing and successfully implementing RM Human Services Program Administration Initiatives. The references must be able to provide and/or verify information on overall performed, revenues received and/or savings accrued quality, timeliness, staff competence, cooperation, and communication with the contracting agency, reputation and sensitivity.

5.3.2.2

5.3.2.3

31

State of Wisconsin Dept. of Health Services 5.3.2.4

RFP 1722 DES-JB

Date: 05/11/12 Page 32 of 67

Referenced organizations may be contacted by the State to determine the extent and quality of work performed and personnel assigned to the project.

5.3.3 Provide a detailed description of any deferrals or disallowances issued by federal grantor agencies within the past three years associated with any human services program administration related revenue maximization initiatives you have completed. Describe the nature of the deferral/disallowance, actions you took with or on behalf of the government entity to whom the deferral/disallowance was issued, your role in developing and implementing related corrective action plans and the final outcome of the efforts to refute the deferral/disallowance. 5.3.4 Provide detailed information of any instances in which a contract or engagement letter between you and a government entity was terminated for cause. 5.3.5 Specify how the professional personnel performing work under the contract related to administering human services programs will interact organizationally; include the name, contact information and title of the person who will provide the program direction for RM activities specific to Human Services Program Administration Initiatives. Proposing vendors should respond with an organizational chart for Human Services Program Administration Initiatives under this contract which identifies key vendor staff, including staff title, and role. Anticipated key personnel proposed by the vendor shall collectively and individually have at least the following experience, skills and education, as supported by their resumes/Curriculum Vitaes:

5.3.5.1

At least one individual must have at least five (5) years of project management experience, direct access to corporate expertise with this experience or professional certification in project management. At least one individual must have at least five (5) years experience or direct access to corporate expertise in business analysis and planning, including organizational and business plan development. At least one individual must have at least five (5) years experience or direct access to corporate expertise in Revenue Maximization initiatives related to administration of benefits for human services programs. At least one individual must have at least three (3) years overall experience or direct access to corporate expertise in Program Efficiency and/or Revenue Maximization planning and design.

5.3.5.2

5.3.5.3

5.3.5.4

Note: One proposed person could satisfy more than one of the above requirements, but any one individual requirement may not be satisfied by totaling the experience of two or more persons proposed by the vendor. 5.3.6 Provide resumes describing the educational and work experiences for each of the key staff who would be assigned to manage and direct work under Human Services Program Administration Initiatives. 32

State of Wisconsin Dept. of Health Services

RFP 1722 DES-JB

Date: 05/11/12 Page 33 of 67

5.3.7 Describe proposers capacity and professional expertise to continue to undertake RM Human Services Program Administration Initiatives specific to the requirements in Section 4.3. 5.4 RM and Related Services Specific to Cost Reporting and Federal Claiming 5.4.1 Provide a detailed description of three past engagements, identifying Proposers experiences relevant to cost reporting and federal claiming revenue maximization initiatives. Include engagements for which the Proposer was the primary contractor or was a subcontractor and which took place during the last three (3) years. The descriptions must contain details on the purpose of the engagements, the types of activities performed and the outcomes of the engagements. Proposers must submit a response that describes their experience, demonstrated abilities, and technical expertise to improve states cost reporting and/or federal claiming processes and/or the results of those processes. This response must include, but is not limited to: 5.4.1.1 An overview of services the Proposer provided to government or business entities cost reporting and/or federal claiming revenue maximization initiatives. A detailed description of each of the three Cost Reporting and Federal Claiming initiatives completed including a summary of the project plan, including timeline, estimated and actual increased revenues/savings and an example of the fee structure developed and revenues generated for the RM cost reporting and/or federal claiming initiatives. NOTE: the actual fees charged will have no bearing on the technical score, only the composition and structure of how the fee structure was developed. A detailed description of the strategies and methodologies used to complete the initiatives and the outcomes from implementing those strategies. As/if appropriate, provide a sample of a Federal State Plan Amendment, Cost Allocation Plan update or similar documents requesting federal approvals and related communications the vendor was responsible for preparing as part of the initiatives. A detailed timeline of the work conducted for the initiatives as compared to the originally planned timetable. A summary comparison of the outcomes anticipated at the start of the revenue maximization projects and the actual results achieved.

5.4.1.2

5.4.1.3

5.4.1.4

5.4.1.5

5.4.1.6

5.4.2

Provide at least three (3) references from each of the engagements listed above. 33

State of Wisconsin Dept. of Health Services 5.4.2.1

RFP 1722 DES-JB

Date: 05/11/12 Page 34 of 67

Include points of contact (name, address, fax number, email address, and telephone number). The references must be knowledgeable enough to certify the proposer has experience developing and successfully implementing RM Cost Reporting and Federal Claim Initiatives. The references must be able to provide and/or verify information on overall work performed, revenues received and/or savings accrued quality, timeliness, staff competence, cooperation, and communication with the contracting agency, reputation and sensitivity. Referenced organizations may be contacted by the State to determine the extent and quality of work performed and personnel assigned to the project.

5.4.2.2

5.4.2.3

5.4.2.4

5.4.3 Provide a detailed description of any deferrals or disallowances issued by federal grantor agencies within the past three years associated with any cost allocation and/or federal claiming revenue maximization initiatives you have completed. Describe the nature of the deferral/disallowance, actions you took with or on behalf of the government entity to whom the deferral/disallowance was issued, your role in developing and implementing related corrective action plans and the final outcome of the efforts to refute the deferral/disallowance. 5.4.4 Provide detailed information of instances during the past three years in which a contract or engagement letter between you and a government entity was terminated for cause. 5.4.5 Specify how the professional personnel performing work related to cost reporting and/or federal claiming under this contract will interact organizationally; include the name, contact information and title of the person who will provide the program direction for RM activities specific to Cost Reporting and Federal Claim Initiatives. Proposing vendors should respond with an organizational chart for Cost Reporting and Federal Claim Initiatives under this contract that identifies key vendor staff, including staff title, and role. Anticipated key personnel proposed by the vendor shall collectively and individually have the following experience, skills and education as supported by their resumes/Curriculum Vitaes: 5.4.5.1 At least one individual must have at least five (5) years of project management experience, direct access to corporate expertise with this experience or professional certification in project management. At least one individual must have at least five (5) years experience or direct access to corporate expertise in business analysis and planning, including organizational and business plan development. At least one individual must have at least five (5) years experience or direct access to corporate expertise in Revenue Maximization initiatives related to cost reporting and/or federal claiming. 34

5.4.5.2

5.4.5.3

State of Wisconsin Dept. of Health Services 5.4.5.4

RFP 1722 DES-JB

Date: 05/11/12 Page 35 of 67

At least one individual must have at least three (3) years overall experience or direct access to corporate expertise in Program Efficiency and/or Revenue Maximization planning and design.

Note: One proposed person could satisfy more than one of the above requirements, but any one individual requirement may not be satisfied by totaling the experience of two or more persons proposed by the vendor. 5.4.6 Provide resumes describing the educational and work experiences for each of the key staff who would be assigned to manage and direct work under Cost Reporting and Federal Claims Initiatives. 5.4.7 Describe Proposers capacity and professional expertise to continue to undertake RM Cost Reporting and Federal Claim Initiatives specific to the requirements in Section 4.4. 5.5 Areas of Qualification 5.5.1 Describe your organizations interest, ability and experience in providing Revenue Maximization and Related Services in the programmatic areas listed below: 5.5.1.1 Medical Assistance (Title 19) 5.5.1.2 State Childrens Health Insurance (Title 21) 5.5.1.3 Other DHS program areas 5.5.1.4 Foster Care (IV-E) 5.5.1.5 Promoting Safe & Stable Families (IV-B) 5.5.1.6 Other Program Areas Note that the Department of Children and Families is responsible for administering the Wisconsin Foster Care, Promoting Safe & Stable Families, TANF and Child Care programs. While DCF is not pursuing services under this contract, DHS believes that due to the inter-relatedness of DCF and DHS programs, Proposers knowledge and experience working with those programs is necessary information to evaluate proposals appropriately. 5.5.2 Identify any major accomplishments of revenue maximization in each program area; be specific. 5.5.3 Describe how your organization will provide comprehensive Revenue Maximization and Related Services for DHS and the State of Wisconsin. Compile a summary, not to exceed ten pages, that itemizes and prioritizes all revenue maximization initiatives you propose for the Wisconsin Medicaid and the broader programs within the Department of Health Services.

35

State of Wisconsin Dept. of Health Services 6.0

RFP 1722 DES-JB

Date: 05/11/12 Page 36 of 67

STANDARD AND SUPPLEMENTAL TERMS & CONDITIONS

The State of Wisconsin reserves the right to incorporate standard State contract provisions into any contract negotiated with any bud submitted responding to this RFB, Standard Terms, Conditions (DOA-3054), Supplemental Standard Terms, and Conditions (DOA-3681) for Procurements for Services. Failure of the successful Proposer to accept these obligations in a contractual agreement may result in cancellation of the award.

6.1 6.2

Standard Terms and Conditions (DOA-3054) Supplemental Terms and Conditions (DOA-3681)

Wisconsin Department of Administration Chs. 16, 19, 51


DOA-3054 (R10/2005) Page 36 of 4

Standard Terms And Conditions (Request For Bids / Proposals)

1.0

SPECIFICATIONS: The specifications in this request are the minimum acceptable. When specific manufacturer and model numbers are used, they are to establish a design, type of construction, quality, functional capability and/or performance level desired. When alternates are bid/proposed, they must be identified by manufacturer, stock number, and such other information necessary to establish equivalency. The State of Wisconsin shall be the sole judge of equivalency. Bidders/proposers are cautioned to avoid bidding alternates to the specifications which may result in rejection of their bid/proposal. DEVIATIONS AND EXCEPTIONS: Deviations and exceptions from original text, terms, conditions, or specifications shall be described fully, on the bidder's/proposer's letterhead, signed, and attached to the request. In the absence of such statement, the bid/proposal shall be accepted as in strict compliance with all terms, conditions, and specifications and the bidders/proposers shall be held liable. QUALITY: Unless otherwise indicated in the request, all material shall be first quality. Items which are used, demonstrators, obsolete, seconds, or which have been discontinued are unacceptable without prior written approval by the State of Wisconsin. QUANTITIES: The quantities shown on this request are based on estimated needs. The state reserves the right to increase or decrease quantities to meet actual needs. DELIVERY: Deliveries shall be F.O.B. destination freight prepaid and included unless otherwise specified. PRICING AND DISCOUNT: The State of Wisconsin qualifies for governmental discounts and its educational institutions also qualify for educational discounts. Unit prices shall reflect these discounts. 6.1 Unit prices shown on the bid/proposal or contract shall be the price per unit of sale (e.g., gal., cs., doz., ea.) as stated on the request or contract. For any given item, the quantity multiplied by the unit price shall establish the extended price, the unit price shall govern in the bid/proposal evaluation and contract administration. Prices established in continuing agreements and term contracts may be lowered due to general market conditions, but prices shall not be subject to increase for ninety (90) calendar days from the date of award. Any increase proposed shall be submitted to the contracting agency thirty (30) calendar days before the proposed effective date of the price increase, and shall be limited to fully documented cost increases to the contractor which are demonstrated to be industry wide. The conditions under which price increases may be granted shall be expressed in bid/proposal documents and contracts or agreements. In determination of award, discounts for early payment will only be considered when all other conditions are equal and when payment terms allow at least fifteen (15) days, providing the discount terms are deemed favorable. All payment terms must allow the option of net thirty (30).

2.0

3.0

4.0

5.0 6.0

6.2

6.3

36

State of Wisconsin Dept. of Health Services


7.0 8.0

RFP 1722 DES-JB

Date: 05/11/12 Page 37 of 67

UNFAIR SALES ACT: Prices quoted to the State of Wisconsin are not governed by the Unfair Sales Act. ACCEPTANCE-REJECTION: The State of Wisconsin reserves the right to accept or reject any or all bids/proposals, to waive any technicality in any bid/proposal submitted, and to accept any part of a bid/proposal as deemed to be in the best interests of the State of Wisconsin. Bids/proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the bid/proposal is due. Bids/proposals date and time stamped in another office will be rejected. Receipt of a bid/proposal by the mail system does not constitute receipt of a bid/proposal by the purchasing office.

9.0 10.0

METHOD OF AWARD: Award shall be made to the lowest responsible, responsive bidder unless otherwise specified. ORDERING: Purchase orders or releases via purchasing cards shall be placed directly to the contractor by an authorized agency. No other purchase orders are authorized. PAYMENT TERMS AND INVOICING: The State of Wisconsin normally will pay properly submitted vendor invoices within thirty (30) days of receipt providing goods and/or services have been delivered, installed (if required), and accepted as specified. Invoices presented for payment must be submitted in accordance with instructions contained on the purchase order including reference to purchase order number and submittal to the correct address for processing. A good faith dispute creates an exception to prompt payment.

11.0

12.0

TAXES: The State of Wisconsin and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below. The State of Wisconsin, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The State of Wisconsin may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials.

13.0

GUARANTEED DELIVERY: Failure of the contractor to adhere to delivery schedules as specified or to promptly replace rejected materials shall render the contractor liable for all costs in excess of the contract price when alternate procurement is necessary. Excess costs shall include the administrative costs. ENTIRE AGREEMENT: These Standard Terms and Conditions shall apply to any contract or order awarded as a result of this request except where special requirements are stated elsewhere in the request; in such cases, the special requirements shall apply. Further, the written contract and/or order with referenced parts and attachments shall constitute the entire agreement and no other terms and conditions in any document, acceptance, or acknowledgment shall be effective or binding unless expressly agreed to in writing by the contracting authority. APPLICABLE LAW AND COMPLIANCE: This contract shall be governed under the laws of the State of Wisconsin. The contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel this contract if the contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax. The State of Wisconsin also reserves the right to cancel this contract with any federally debarred contractor or a contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement contracts. ANTITRUST ASSIGNMENT: The contractor and the State of Wisconsin recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the State of Wisconsin (purchaser). Therefore, the contractor hereby assigns to the State of Wisconsin any and all claims for such overcharges as to goods, materials or services purchased in connection with this contract. ASSIGNMENT: No right or duty in whole or in part of the contractor under this contract may be assigned or delegated without the prior written consent of the State of Wisconsin. WORK CENTER CRITERIA: A work center must be certified under s. 16.752, Wis. Stats., and must ensure that when engaged in the production of materials, supplies or equipment or the performance of contractual services, not less than seventy-five percent (75%) of the total hours of direct labor are performed by severely handicapped individuals. NONDISCRIMINATION / AFFIRMATIVE ACTION: In connection with the performance of work under this contract, the contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s. 111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

14.0

15.0

16.0

17.0

18.0

19.0

37

State of Wisconsin Dept. of Health Services


19.1

RFP 1722 DES-JB

Date: 05/11/12 Page 38 of 67

Contracts estimated to be over twenty-five thousand dollars ($25,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than twenty-five (25) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency. The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law. Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

19.2

19.3

20.0

PATENT INFRINGEMENT: The contractor selling to the State of Wisconsin the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws. Further, that the sale or use of the articles described herein will not infringe any United States patent. The contractor covenants that it will at its own expense defend every suit which shall be brought against the State of Wisconsin (provided that such contractor is promptly notified of such suit, and all papers therein are delivered to it) for any alleged infringement of any patent by reason of the sale or use of such articles, and agrees that it will pay all costs, damages, and profits recoverable in any such suit. SAFETY REQUIREMENTS: All materials, equipment, and supplies provided to the State of Wisconsin must comply fully with all safety requirements as set forth by the Wisconsin Administrative Code and all applicable OSHA Standards. WARRANTY: Unless otherwise specifically stated by the bidder/proposer, equipment purchased as a result of this request shall be warranted against defects by the bidder/proposer for one (1) year from date of receipt. The equipment manufacturer's standard warranty shall apply as a minimum and must be honored by the contractor. INSURANCE RESPONSIBILITY: The contractor performing services for the State of Wisconsin shall: 23.1 Maintain worker's compensation insurance as required by Wisconsin Statutes, for all employees engaged in the work. 23.2 Maintain commercial liability, bodily injury and property damage insurance against any claim(s) which might occur in carrying out this agreement/contract. Minimum coverage shall be one million dollars ($1,000,000) liability for bodily injury and property damage including products liability and completed operations. Provide motor vehicle insurance for all owned, non-owned and hired vehicles that are used in carrying out this contract. Minimum coverage shall be one million dollars ($1,000,000) per occurrence combined single limit for automobile liability and property damage. The state reserves the right to require higher or lower limits where warranted.

21.0

22.0

23.0

23.3 24.0

CANCELLATION: The State of Wisconsin reserves the right to cancel any contract in whole or in part without penalty due to non-appropriation of funds or for failure of the contractor to comply with terms, conditions, and specifications of this contract. VENDOR TAX DELINQUENCY: Vendors who have a delinquent Wisconsin tax liability may have their payments offset by the State of Wisconsin. PUBLIC RECORDS ACCESS: It is the intention of the state to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Bid/proposal openings are public unless otherwise specified. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the contract.

25.0

26.0

27.0

PROPRIETARY INFORMATION: Any restrictions on the use of data contained within a request, must be clearly stated in the bid/proposal itself. Proprietary information submitted in response to a request will be handled in accordance with applicable State of Wisconsin procurement regulations and the Wisconsin public records law. Proprietary restrictions normally are not accepted. However, when accepted, it is the vendor's responsibility to defend the determination in the event of an appeal or litigation. 27.1 Data contained in a bid/proposal, all documentation provided therein, and innovations developed as a result of the contracted commodities or services cannot be copyrighted or patented. All data, documentation, and innovations become the property of the State of Wisconsin. Any material submitted by the vendor in response to this request that the vendor considers confidential and proprietary information and which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or material which can be kept confidential under the Wisconsin public records law, must be identified on a Designation of Confidential and Proprietary Information form (DOA-3027). Bidders/proposers may request the form if it is not part of the Request for Bid/Request for Proposal package. Bid/proposal prices cannot be held confidential.

27.2

28.0

DISCLOSURE: If a state public official (s. 19.42, Wis. Stats.), a Member of a state public official's immediate family, or any organization in which a state public official or a Member of the official's immediate family owns or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this contract is voidable by the state unless appropriate disclosure is made according to s.

38

State of Wisconsin Dept. of Health Services

RFP 1722 DES-JB

Date: 05/11/12 Page 39 of 67

19.45(6), Wis. Stats., before signing the contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-266-8123). State classified and former employees and certain University of Wisconsin faculty/staff are subject to separate disclosure requirements, s. 16.417, Wis. Stats. 29.0 RECYCLED MATERIALS: The State of Wisconsin is required to purchase products incorporating recycled materials whenever technically and economically feasible. Bidders are encouraged to bid products with recycled content which meet specifications. MATERIAL SAFETY DATA SHEET: If any item(s) on an order(s) resulting from this award(s) is a hazardous chemical, as defined under 29CFR 1910.1200, provide one (1) copy of a Material Safety Data Sheet for each item with the shipped container(s) and one (1) copy with the invoice(s). PROMOTIONAL ADVERTISING / NEWS RELEASES: Reference to or use of the State of Wisconsin, any of its departments, agencies or other subunits, or any state official or employee for commercial promotion is prohibited. News releases pertaining to this procurement shall not be made without prior approval of the State of Wisconsin. Release of broadcast e-mails pertaining to this procurement shall not be made without prior written authorization of the contracting agency. HOLD HARMLESS: The contractor will indemnify and save harmless the State of Wisconsin and all of its officers, agents and employees from all suits, actions, or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the contractor, or of any of its contractors, in prosecuting work under this agreement. FOREIGN CORPORATION: A foreign corporation (any corporation other than a Wisconsin corporation) which becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and must possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. Any foreign corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 2617577. WORK CENTER PROGRAM: The successful bidder/proposer shall agree to implement processes that allow the State agencies, including the University of Wisconsin System, to satisfy the State's obligation to purchase goods and services produced by work centers certified under the State Use Law, s.16.752, Wis. Stat. This shall result in requiring the successful bidder/proposer to include products provided by work centers in its catalog for State agencies and campuses or to block the sale of comparable items to State agencies and campuses. FORCE MAJEURE: Neither party shall be in default by reason of any failure in performance of this Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

30.0

31.0

32.0

33.0

34.0

35.0

39

State of Wisconsin Department of Administration


DOA-3681 (01/2001) ss. 16, 19 and 51, Wis. Stats.

Division of Agency Services Bureau of Procurement

Supplemental Standard Terms and Conditions for Procurements for Services


1.0 ACCEPTANCE OF BID/PROPOSAL CONTENT: The contents of the bid/proposal of the successful contractor will become contractual obligations if procurement action ensues. 2.0 CERTIFICATION OF INDEPENDENT PRICE DETERMINATION: By signing this bid/proposal, the Proposer/proposer certifies, and in the case of a joint bid/proposal, each party thereto certifies as to its own organization, that in connection with this procurement: 2.1 The prices in this bid/proposal have been arrived at independently, without consultation, communication, or agreement, for the purpose of restricting competition, as to any matter relating to such prices with any other Proposer/proposer or with any competitor; Unless otherwise required by law, the prices which have been quoted in this bid/proposal have not been knowingly disclosed by the Proposer/proposer and will not knowingly be disclosed by the Proposer/proposer prior to opening in the case of an advertised procurement or prior to award in the case of a negotiated procurement, directly or indirectly to any other Proposer/proposer or to any competitor; and No attempt has been made or will be made by the Proposer/proposer to induce any other person or firm to submit or not to submit a bid/proposal for the purpose of restricting competition. Each person signing this bid/proposal certifies that: He/she is the person in the Proposer's/proposer's organization responsible within that organization for the decision as to the prices being offered herein and that he/she has not participated, and will not participate, in any action contrary to 2.1 through 2.3 above; (or) He/she is not the person in the Proposer's/proposer's organization responsible within that organization for the decision as to the prices being offered herein, but that he/she has been authorized in writing to act as agent for the persons responsible for such decisions in certifying that such persons have not participated, and will not participate in any action contrary to 2.1 through 2.3 above, and as their agent does hereby so certify; and he/she has not participated, and will not participate, in any action contrary to 2.1 through 2.3 above. 3.0 DISCLOSURE OF INDEPENDENCE AND RELATIONSHIP: 3.1 Prior to award of any contract, a potential contractor shall certify in writing to the procuring agency that no relationship exists between the potential contractor and the procuring or contracting agency that interferes with fair competition or is a conflict of interest, and no relationship exists between the contractor and another person or organization that constitutes a conflict of interest with respect to a state contract. The Department of Administration may waive this provision, in writing, if those activities of the potential contractor will not be adverse to the interests of the state. Contractors shall agree as part of the contract for services that during performance of the contract, the contractor will neither provide contractual services nor enter into any agreement to provide services to a person or organization that is regulated or funded by the contracting agency or has interests that are adverse to the contracting agency. The Department of Administration may waive this provision, in writing, if those activities of the contractor will not be adverse to the interests of the state.

2.2

2.3

2.4

3.2

4.0

DUAL EMPLOYMENT: Section 16.417, Wis. Stats., prohibits an individual who is a State of Wisconsin employee or who is retained as a contractor full-time by a State of Wisconsin agency from being retained as a contractor by the same or another State of Wisconsin agency where the individual receives more than $12,000 as compensation for the individuals services during the same year. This prohibition does not apply to individuals who have full-time appointments for less than twelve (12) months during any period of time that is not included in the appointment. It does not include corporations or partnerships. EMPLOYMENT: The contractor will not engage the services of any person or persons now employed by the State of Wisconsin, including any department, commission or board thereof, to provide services relating to this agreement without the written consent of the employing agency of such person or persons and of the contracting agency. CONFLICT OF INTEREST: Private and non-profit corporations are bound by ss. 180.0831, 180.1911(1), and 181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of state contracts. RECORDKEEPING AND RECORD RETENTION: The contractor shall establish and maintain adequate records of all expenditures incurred under the contract. All records must be kept in accordance with generally accepted accounting procedures. All procedures must be in accordance with federal, state and local ordinances. The contracting agency shall have the right to audit, review, examine, copy, and transcribe any pertinent records or documents relating to any contract resulting from this bid/proposal held by the contractor. The contractor will retain all documents applicable to the contract for a period of not less than three (3) years after final payment is made.

5.0

6.0

7.0

40

State of Wisconsin Department of Administration


DOA-3681 (01/2001) ss. 16, 19 and 51, Wis. Stats.

Division of Agency Services Bureau of Procurement

Supplemental Standard Terms and Conditions for Procurements for Services

8.0

INDEPENDENT CAPACITY OF CONTRACTOR: The parties hereto agree that the contractor, its officers, agents, and employees, in the performance of this agreement shall act in the capacity of an independent contractor and not as an officer, employee, or agent of the state. The contractor agrees to take such steps as may be necessary to ensure that each subcontractor of the contractor will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the state.

7.0

REQUIRED FORMS

The following forms must be completed and submitted with the Proposal in accordance with Section 2.2. 7.1 7.2 7.3 7.4 7.5 Designation of Confidential and Proprietary Information (DOA-3027) Certificate Regarding Debarment and Suspension Wisconsin Cooperative Purchasing (DOA-3333) Vendor Information (DOA-3477) Vendor Reference (DOA-3478)

41

State of Wisconsin Dept. of Health Services


STATE OF WISCONSIN
DOA-3027 N(R01/98)

RFP 1722 DLTC-JB

Date: 05/11/12 Page 42 of 67

DESIGNATION OF CONFIDENTIAL AND PROPRIETARY INFORMATION


The attached material submitted in response to Bid/Proposal #1722 DES-JB includes proprietary and confidential information which qualifies as a trade secret, as provided in s. 19.36(5), Wis. Stats., or is otherwise material that can be kept confidential under the Wisconsin Open Records Law. As such, we ask that certain pages, as indicated below, of this bid/proposal response be treated as confidential material and not be released without our written approval. Prices always become public information when bids/proposals are opened, and therefore cannot be kept confidential. Other information cannot be kept confidential unless it is a trade secret. Trade secret is defined in s. 134.90(1)(c), Wis. Stats. as follows: "Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique or process to which all of the following apply: 1. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use. 2. The information is the subject of efforts to maintain its secrecy that are reasonable under the circumstances. We request that the following pages not be released Section Page # Topic

_____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________

IN THE EVENT THE DESIGNATION OF CONFIDENTIALITY OF THIS INFORMATION IS CHALLENGED, THE UNDERSIGNED HEREBY AGREES TO PROVIDE LEGAL COUNSEL OR OTHER NECESSARY ASSISTANCE TO DEFEND THE DESIGNATION OF CONFIDENTIALITY AND AGREES TO HOLD THE STATE HARMLESS FOR ANY COSTS OR DAMAGES ARISING OUT OF THE STATE'S AGREEING TO WITHHOLD THE MATERIALS. Failure to include this form in the bid/proposal response may mean that all information provided as part of the bid/proposal response will be open to examination and copying. The state considers other markings of confidential in the bid/proposal document to be insufficient. The undersigned agrees to hold the state harmless for any damages arising out of the release of any materials unless they are specifically identified above. Company Name ___________________________________________

Authorized Representative

___________________________________________ Signature ___________________________________________ Type or Print ___________________________________________

Authorized Representative

Date

42

State of Wisconsin Dept. of Health Services

RFP 1722 DLTC-JB

Date: 05/11/12 Page 43 of 67

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION The undersigned (authorized official signing for the applicant organization) certifies to the best of his or her knowledge and belief that the applicant defined as the primary participant in accordance with 45 CFR Part 76, and its principals: (a) (b) are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. have not within a 3-year period preceding this Bid been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (Federal, State, or local) transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statement, or receiving stolen property; are not presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (b) of this certification; and have not within a 3-year period preceding this application/bid had one or more public transactions (Federal, State, or local) terminated for cause or default.

(c)

(d)

Should the applicant not be able to provide this certification, an explanation as to why should be placed after the assurances page. The applicant agrees that it will include, without modification, the clause titled Certification Regarding Debarment, Suspension, In-eligibility, and Voluntary Exclusion-Lower Tier Covered Transaction. Appendix B to 45 CFR Part 76 in all lower tier covered transactions (i.e., transactions with subgrantees and/or contractors) and in all solicitations for lower tier covered transactions. By (Signature of Official Authorized to Sign Application) For: Name of Provider Title of Program Date:

43

State of Wisconsin Dept. of Health Services


State of Wisconsin Department of Administration
DOA-3333 (R03/2004)

RFP 1722 DLTC-JB

Date: 05/11/12 Page 44 of 67


Division of State Agency Services State Bureau of Procurement

Vendor Agreement Wisconsins Cooperative Purchasing Service


Wisconsin statutes (s. 16.73, Wis. Stats.) establish authority to allow Wisconsin municipalities to purchase from state contracts. Participating in the service gives vendors opportunities for additional sales without additional bidding. Municipalities use the service to expedite purchases. A "municipality" is defined as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical and adult education district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss. 66.0301(1) and (2), Wis.Stats. Interested municipalities: will contact the contractor directly to place orders referencing the state agency contract number; and are responsible for receipt, acceptance, inspection of commodities directly from the contractor, and making payment directly to the contractor.

The State of Wisconsin is not a party to these purchases or any dispute arising from these purchases and is not liable for delivery or payment of any of these purchases. The State of Wisconsin will determine the contractors participation by checking a box below.
MANDATORY: Bidders/Proposers must agree to furnish the commodities or services of this bid/proposal to Wisconsin

municipalities. Vendors should note any special conditions below.


OPTIONAL: Bidders/Proposers may or may not agree to furnish the commodities or services of this bid/proposal to

Wisconsin municipalities. A vendors decision on participating in this service has no effect on awarding this contract. A vendor in the service may specify minimum order sizes by volume or dollar amount, additional charges beyond normal delivery areas, or other minimal changes for municipalities. Vendor: please check one of the following boxes in response. I Agree to furnish the commodities or services of this bid/proposal to Wisconsin municipalities with any special conditions noted below. I Do Not Agree to furnish the commodities or services to Wisconsin municipalities.
Special Conditions (if applicable):

Signature

Date (mm/dd/ccyy)

Name (Type or Print)

Title

Company

Telephone

(
Address (Street) Commodity/Service City State

)
ZIP + 4

Request for Bid/Proposal Number

44

State of Wisconsin Dept. of Health Services


STATE OF WISCONSIN
DOA-3477 (R05/98)

RFP 1722 DLTC-JB


Bid / Proposal # Commodity / Service VENDOR INFORMATION

Date: 05/11/12 Page 45 of 67

1.

BIDDING / PROPOSING COMPANY NAME FEIN Phone FAX Address City State Zip + 4 ( ( ) ) Toll Free Phone E-Mail Address ( )

2.

Name the person to contact for questions concerning this bid / proposal. Name Title Phone FAX Address City State Zip + 4 ( ( ) ) Toll Free Phone E-Mail Address ( )

3.

Any vendor awarded over $25,000 on this contract must submit affirmative action information to the department. Please name the Personnel / Human Resource and Development or other person responsible for affirmative action in the company to contact about this plan. Name Phone FAX Address City State Zip + 4 ( ( ) ) Title Toll Free Phone E-Mail Address ( )

4.

Mailing address to which state purchase orders are mailed and person the department may contact concerning orders and billings. Name Title Phone FAX Address City State Zip + 4 ( ( ) ) Toll Free Phone E-Mail Address ( )

5.

CEO / President Name

45

State of Wisconsin Dept. of Health Services


STATE OF WISCONSIN DOA-3478 (R12/96)

Request for Bid


Bid / Proposal #

Date: 05/11/12 Page 46 of 67

VENDOR REFERENCE FOR VENDOR: Provide company name, address, contact person, telephone number, and appropriate information on the product(s) and/or service(s) with requirements similar to those included in this solicitation document. If vendor is proposing any arrangement involving a third party, the named references should also be involved in a similar arrangement. Company Name Address (include Zip + 4) Contact Person Product(s) and/or Service(s) Used Phone No.

Company Name Address (include Zip + 4) Contact Person Product(s) and/or Service(s) Used Phone No.

Company Name Address (include Zip + 4) Contact Person Product(s) and/or Service(s) Used Phone No

Company Name Address (include Zip + 4) Contact Person Product(s) and/or Service(s) Used Phone No.

46

State of Wisconsin Dept. of Health Services

Request for Bid APPENDIX A CONTRACT

Date: 05/11/12 Page 47 of 67

In preparing their response to this RFP, proposers should assume no changes to the Terms and Conditions of this proposed contract. The following proposed contract may or may not reflect the actual final contract negotiated between the State and the selected vendor.

This contractual agreement is entered into for the period August 1, 2012 through July 31, 2013, by and between the State of Wisconsin represented by its Department of Health Services, on behalf of the Division of Long Term Care, whose principle business address is 1 West Wilson Street, Madison, WI 53707 hereinafter referred to as PURCHASER, and , whose principal business address is , hereinafter referred to as PROVIDER. The Department of Health Services employee responsible for administration of this contract will be Cheryl K. Johnson or designee, whose principle business address 1 West Wilson Street, Madison, WI 53707. In the event that the Contract Administrator is unable to administer this agreement, Purchaser will contact Provider and designate a new Contract Administrator. WHEREAS, Purchaser wishes to purchase services from Provider as it is authorized to do so by Wisconsin law; and WHEREAS, Provider is engaged in furnishing the desired services; NOW, THEREFORE, in consideration of the mutual undertaking and agreements hereinafter set forth, Purchaser and Provider agree as follows: I. SERVICES TO BE PROVIDED A. A detailed description of the services to be provided and Provider's means of delivering them is included in Exhibit 1 ( page(s)) which is attached to and incorporated in this contract by reference. No services are to be provided until an official State of Wisconsin Purchase Order is issued by Purchaser to Provider.

B.

II.

COST OF SERVICES A. Payment for services provided in accordance with the terms and conditions of this contract shall not exceed $ .

47

State of Wisconsin Dept. of Health Services B.

Request for Bid

Date: 05/11/12 Page 48 of 67

A detailed budget breakdown and explanation is included in Exhibit 2 ( page(s)) which is attached to and incorporated in this contract by reference.

III.

PAYMENT FOR SERVICES A. Payment to Provider shall be initialized upon receipt of an invoice itemizing expenditures. Invoices shall be sent in triplicate to Purchaser's Contract Administrator, who will verify the appropriateness and necessity of the expenditures and forward to the proper office for payment. Provider shall return to Purchaser any funds paid to Provider in excess of the allowable costs of services provided under this agreement. If Provider fails to return funds paid by Purchaser in excess of the allowable cost of the services provided, Purchaser may recover from Provider any money paid in excess of the conditions of this agreement from subsequent payments made by Purchaser to Provider or may recover such funds by any legal means.

B.

C.

IV.

REPORTING A. Provider shall comply with the reporting and auditing requirements of Purchaser. Any required reports shall be forwarded to Purchaser's Contract Administrator according to the schedule of Purchaser.

V.

STATE AND FEDERAL RULES AND REGULATIONS A. The Provider agrees to meet state and federal laws, rules and regulations, and program policies applicable to this Agreement. Provider will be acting in its independent capacity and not as an employee of the Department. Provider shall not be deemed or construed to be an employee of the Department for any purpose whatsoever. The Provider agrees to comply with Public Law 103-227, also known as the Pro-Children Act of 1994, which prohibits tobacco smoke in any portion of a facility owned or leased or contracted for by an entity which receives federal funds, either directly or through the State, for the purpose of providing services to children under the age of 18. AFFIRMATIVE ACTION PLAN/CIVIL RIGHTS COMPLIANCE A. An Affirmative Action Plan is required from a Provider who receive a contract from the Purchaser in the amount of $25,000 or more and who has a work force of twenty-five (25) or more employees as of the award 48

B.

C.

VI.

State of Wisconsin Dept. of Health Services

Request for Bid

Date: 05/11/12 Page 49 of 67

date, unless the Provider is exempt by criteria listed in the Wisconsin Office of Contract Compliance, Department of Administrations Instruction for Vendors Affirmative Action Requirements (DOA-3021P (R06/96) s. 16765, Wis. Stats.), page 2. Universities, other states, and local governments, except those of the State of Wisconsin who receive state or federal contracts over $25,000, must submit Affirmative Action Plans in the same manner as other Providers. B. Affirmative Action Plan is a written document that details an affirmative action program. Key parts of an affirmative action plan are: (1) a policy statement pledging nondiscrimination and affirmative action employment, (2) internal and external dissemination of the policy, (3) assignment of a key employee as the equal opportunity officer, (4) a workforce analysis that identifies job classifications where there is an under representation of women, minorities, and persons with disabilities, (5) goals must be directed to achieving a balance work force, specific and measurable, having an implementation target date between six months an two years, have a plan of action or description of procedures to implement the goals, (6) revision of employment practices to ensure that they do not have discriminatory effects, and (7) establishment of internal monitoring and reporting systems to measure progress regularly. In addition, for agreements of twenty-five thousand ($25,000) or more, regardless of work force size, Provider shall conduct, keep on file, and update annually, a separate and additional accessibility self-evaluation of all programs and facilities, including employment practices for compliance with ADA regulations, unless an updated self-evaluation under Section 504 of the Rehabilitation Act of 1973 exists which meets the ADA requirements. Providers are to contact the Department of Affirmative Action/Civil Rights Compliance Office, Department of Health Services, 1 W. Wilson Street, Room 561, P.O. Box 7850, Madison, Wisconsin 537077850, for technical assistance on Equal Opportunity. Civil Rights Compliance 1. For agreements for the provision of services to clients, the Purchaser must comply with Civil Rights requirements. Providers with an annual work force of less than twenty-five (25) employees, and Providers with contracts of less than $25,000 are not required to submit a Civil Rights Compliance Plan, however, they must submit a Civil Rights Compliance Letter of Assurance. Providers with an annual workforce of twenty-five employees or more and contract agreements of $25,000 or more, Provider shall submit a written Civil Rights Compliance Plan which cover a three year period within fifteen (15) working days of the award date of the agreement or contract.

C.

D.

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State of Wisconsin Dept. of Health Services 2.

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Date: 05/11/12 Page 50 of 67

The Provider assures that it has submitted to the Purchasers Affirmative Action /Civil Rights Compliance Office a current copy of its three-year Civil Rights Compliance Action Plan for meeting Equal Opportunity Requirements under Title VI and VII of the Civil Rights Act of 1964, Section 503 and 504 of the Rehabilitation Act of 1973, Title VI and XVI of the Public Health Service Act, the Age Discrimination in Employment Act of 1967, the Age Discrimination Act of 1975, the Omnibus Reconciliation Act of 1981, the American with Disabilities Act (ADA) of 1990, and the Wisconsin Fair Employment Act. If the Plan was reviewed and approved during the previous year, a plan update must be submitted for this agreement period. a) No otherwise qualified person shall be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination in any manner on the basis of race, color, national origin, religion, sex, disability or age. This policy covers eligibility for and access to service delivery, and treatment in all programs and activities. All employees of the Provider are expected to support goals and programmatic activities relating to nondiscrimination in service delivery. No otherwise qualified person shall be excluded from employment, be denied the benefits of employment or otherwise be subjected to discrimination in employment in any manner or team of employment on the basis of age, race, religion, sexual orientation, color, sex, national origin or ancestry, disability (as defined in Section 504 and the American with Disability Act of 1990), or association with a person with a disability, arrest or conviction record, marital status, political affiliation, or military participation, unfair honesty testing and genetic testing, and use or non-use of lawful products outside of working hours. All employees are expected to support goals and programmatic activities relating to non-discrimination in employment. The Provider shall post the Equal Opportunity Policy, the name of the Equal Opportunity Coordinator and the Limited English Proficiency Coordinator, and the discrimination complaint process in conspicuous places available to applicants and clients of services, and applicants for employment and employees. The complaint process will be according to Purchasers standards and post the compliant process notice translated into the major primary languages of the Limited English Proficient (LEP) participants in their service area. The notice will announce the availability of free 50

b)

c)

State of Wisconsin Dept. of Health Services

Request for Bid

Date: 05/11/12 Page 51 of 67

oral interpretation of services if needed. The Provider shall not request interpretation services from family members, friends and minors. d) The Provider agrees to comply with the Purchasers guidelines in the State of Wisconsin Department of Workforce Development and Department of Health Services, Affirmative Action, Equal Opportunity, Limited English Proficiency and Civil Rights Compliance Plan DWSD-14045 (R. 2006) or subsequent revisions. Requirements herein stated apply to any subcontracts or grants. The Provider has primary responsibility to take constructive steps, as per the State of Wisconsin Department of Workforce Development and Department of Health Services, Affirmative Action, Equal Opportunity, Limited English Proficiency and Civil Rights Compliance Plan DWSD-14045 (R. 2006), to ensure the compliance of its subcontractors. However, where the Purchaser has a direct contract with another Providers subcontractor, the Provider need not obtain a Subcontractor or Subgrantee Civil Rights Compliance Plan or monitor that subcontractor. The Purchaser will monitor the Civil Rights Compliance of the Provider. The Purchaser will conduct reviews to ensure that the Provider is ensuring compliance by its subcontractors or grantees according to guidelines in the State of Wisconsin Department of Workforce Development and Department of Health Services, Affirmative Action, Equal Opportunity and Limited English Proficiency, Civil Rights Compliance Plan DWSD- 14045 (R. 2006). The Provider agrees to comply with Civil Rights monitoring reviews, including the examination of records and relevant files maintained by Provider, as well as interviews with staff, clients, and applicants for services, subcontractors, Providers, and referral agencies. The reviews will be conducted according to Department procedures. The Purchaser will also conduct reviews to address immediate concerns of complainants. The Provider agrees to cooperate with the Purchaser in developing, implementing and monitoring corrective action plans that result from complaint investigations or monitoring efforts.

e)

f)

g)

3.

The Provider agrees that it will: (1) hire staff with non-English language skills, sign language skills and or provide staff with 51

State of Wisconsin Dept. of Health Services

Request for Bid

Date: 05/11/12 Page 52 of 67

special translation or sign language skills training, or find qualified persons who are available within a reasonable period of time and who can communicate accurately, and effectively with limited or non-English speaking or speech or hearing-impaired clients at no cost to the client; (2) provide aids, assistive devices and other reasonable accommodations to the client during the application process, in the receipt of services, and in the process of complaint or appeals; (3) train staff in human relations techniques, sensitivity to persons with disabilities and cultural sensitivity/cultural competency; (4) make programs and facilities accessible, as appropriate, through outstations, authorized representatives, adjusted work hours, ramps, doorways, elevators, or ground floor rooms, and Braille, large print or taped information for the visually or cognitively impaired; (5) post and/or make available informational material in languages and formats appropriate to the needs of the client population. VI. SUBCONTRACTS Provider may subcontract part of this agreement only with the prior written approval of Purchaser. Provider retains responsibility for fulfillment of all terms and conditions of this agreement when it enters into subcontractual agreements. VII. GENERAL PROVISIONS A. Any moneys advanced to Provider by Purchaser for services provided under this Agreement shall be deposited in a bank with Federal Deposit Insurance Corporation (hereinafter FDIC) insurance coverage. Any balance exceeding FDIC coverage must be collaterally secured. Provider shall conduct all procurement transactions, regardless of whether by sealed bids or by negotiation and without regard to dollar value of the transactions, in a manner that provides maximum open and free competitions. The Provider will not engage the services of any person or persons now employed by the State of Wisconsin, including any department, commission or board thereof, to provide services relating to this agreement without the written consent of the employer of such person or persons and of the Purchaser. If a state public official (section 19.42, Stats.) or an organization in which a state public official holds at least a 10% interest is a party to this agreement, this agreement is voidable by the state unless appropriate disclosure is made to the State of Wisconsin Ethics Board, 44 E. Mifflin St., Ste 601, Madison, Wisconsin 53703, Telephone (608) 266-8123. 52

B.

C.

D.

State of Wisconsin Dept. of Health Services E.

Request for Bid

Date: 05/11/12 Page 53 of 67

Foreign corporations (corporations other than a Wisconsin corporation) which become a party to a contract must possess a certificate of authority from the Wisconsin Secretary of State and must have and continuously maintain a registered resident agent, and otherwise conform to all requirements of Chapter 180, Wisconsin Statutes, relating to foreign corporations.

VIII.

ACCOUNTING REQUIREMENTS For contracts of twenty-five thousand dollars ($25,000) or more, Provider shall maintain a uniform double entry accounting system and a management information system compatible with standard cost accounting and control systems. (See DHS Accounting Principles and Allowable Cost Policies Manual, available upon request to Purchaser's Contract Administrator, or from the Office of Audit, Division of Enterprise Services, Department of Health Services, 1 W. Wilson Street, P.O. Box 7850, Madison, Wisconsin 53707-7850).

IX.

PROPERTY MANAGEMENT REQUIREMENTS A. If this agreement results in a book or other material, Purchaser reserves a royalty-free, non-exclusive irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, all material from the approved program. B. Any discovery or invention arising out of, or developed in the course of work aided by this agreement, shall be promptly and fully reported to the Purchaser.

X.

AUDIT REQUIREMENTS A. Requirement to Have an Audit: Unless waived by the Purchaser, the Provider shall submit an annual audit to the Purchaser if the total amount of annual funding provided by the Purchaser (from any and all of its Divisions taken collectively) through this and other contracts is $25,000 or more. In determining the amount of annual funding provided by the Purchaser, the Provider shall consider both: (a) funds provided through direct contracts with the Purchaser; and (b) funds from the Purchaser passed through another agency which has one or more contracts with the Provider. Audit requirements: The audit shall be performed in accordance with auditing standards generally accepted in the United States of America, s.46.036, Wis. Stats., Government Auditing Standards, and other provisions in this contract. In addition, the Provider is responsible for ensuring that the audit complies with other standards that may be applicable depending on the type of Provider and the nature and amount of financial assistance received from all sources, including the following state audit requirements: 53

B.

State of Wisconsin Dept. of Health Services

Request for Bid

Date: 05/11/12 Page 54 of 67

The State Single Audit Guidelines (SSAG), which are applicable to local governments having audits in accordance with OMB Circular A-133 "Audits of States, Local Governments and Nonprofit Organizations". The Provider Agency Audit Guide (PAAG), which are applicable to all other organizations.

C.

Reporting package: The Provider shall submit to the Purchaser a reporting package which includes the following: 1. Financial statements and other audit schedules and reports required for the type of audit applicable to the Provider. The Management Letter (or similar document conveying auditor's comments issued as a result of the audit) or written assurance that a Management Letter was not issued with the audit report. Management responses/corrective action plan for each audit issue identified in the audit report and the Management Letter.

2.

3.

D.

Submitting the Reporting Package: The Provider shall submit the required reporting package to the Purchaser either: (1) within 9 months of the end of the Providers fiscal year if the Provider is a local government; or (2) within 180 days of the end of the Providers fiscal year for nongovernmental Provider agencies. Two copies of the audit report must be sent to the Purchaser at the following address: Office of Audit Division of Enterprise Services Department of Health Services P.O. Box 7850 Madison, WI 53707-7850

Access to auditor's workpapers: When contracting with an audit firm, the Provider shall authorize its auditor to provide access to work papers, reports, and other materials generated during the audit to the appropriate representatives of the Department. Such access shall include the right to obtain copies of the workpapers and computer disks, or other electronic media, upon which records/working papers are stored. Access to Provider records: The Provider shall permit appropriate representatives of the Department and/or the Purchaser to have access to the Provider's records and financial statements as necessary to review 54

State of Wisconsin Dept. of Health Services

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Provider's compliance with the federal and state requirements for the use of the funding. G Failure to comply with the requirements of this section: In the event that the Provider fails to have an appropriate audit performed or fails to provide a complete audit report to the Purchaser within the specified timeframes, in addition to applying one or more of the sanctions available in Section XVI of this contract, the Purchaser may: 1. Conduct an audit or arrange for an independent audit of the Provider and charge the cost of completing the audit to the Provider; Charge the Provider for all loss of Federal or State aid or for penalties assessed to the Purchaser because the Provider did not submit a complete audit report within the required time frame; and/or Disallow the cost of audits that do not meet these standards.

2.

3. H.

Close-out Audits: 1. A purchase of services audit of an accounting period of less than twelve (12) months is required when a Purchase of Services Agreement is terminated for cause, when the Provider ceases operations or when the Provider changes its accounting period (fiscal year). The purpose of the audit is to close-out the short accounting period. The required close-out grant specific audit may be waived by the Purchaser upon written request from the Provider, except when the Grant Agreement is terminated for cause. The required close-out audit may not be waived when a Grant Agreement is terminated for cause. The Provider shall ensure that its auditor contacts the Purchaser prior to beginning the audit. The Purchaser, or its representative, shall have the opportunity to review the planned audit program, request additional compliance or internal control testing and attend any conference between the Provider and the auditor. Payment of increased audit costs, as a result of the additional testing requested by the Purchaser, is the responsibility of the Provider. The Purchaser may require a close-out audit that meets the audit requirements specified in XII, B above. In addition, the Purchaser may require that the auditor annualize revenues and expenditures for the purposes of applying OMB Circular A-133 and determining major Federal financial assistance programs. This information shall be disclosed in a note to the schedule of Federal awards. 55

2.

3.

State of Wisconsin Dept. of Health Services

Request for Bid

Date: 05/11/12 Page 56 of 67

4.

All other provisions in the Audit Requirements section apply to Close-out Audits unless in conflict with the specific Close-out Audits requirements.

XI.

RECORDS A. Provider shall maintain such records as required by State and Federal law. Provider will allow inspection of records and programs, insofar as is permitted by State and Federal law, by representatives of Purchaser and its authorized agents, and Federal agencies, in order to confirm Provider's compliance with the specifications of this contract. Provider agrees to retain and make available to Purchaser all program and fiscal records until the audit and subsequent audit resolution processes have been completed. The use or disclosure by any party of any information concerning eligible individuals who receive services from Provider for any purpose not connected with the administration of Provider's or Purchaser's responsibilities under this contract is prohibited except with the informed, written consent of the eligible individual or the individual's legal guardian.

B.

C.

D.

XII.

CONTRACT REVISIONS AND/OR TERMINATION A. Failure to comply with any part of this agreement may be considered cause for revision, suspension or termination of this contract. This contract or any part thereof may be renegotiated in such circumstances as: 1) increased or decreased volume of services; 2) changes required by State or Federal law or regulations, or court action; or 3) monies available affecting the substance of this contract. Revision of this agreement may be made by mutual agreement. The revision will be effective only when the Purchaser and the Provider attach an addendum or amendment to this agreement which is signed by the authorized representatives of both parties, except in circumstances in which increased caseload or award amount, where such increase in funds is for the same purpose as originally agreed upon, the agreement may be amended by a unilateral amendment made by the Purchaser. This contractual agreement can be terminated by a 30-day written notice by either party.

B.

C.

D.

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State of Wisconsin Dept. of Health Services E.

Request for Bid

Date: 05/11/12 Page 57 of 67

Provider shall notify Purchaser whenever it is unable to provide the required quality or quantity of services specified. Upon such notification, Purchaser shall determine whether such inability will require revision or cancellation of this agreement. If Purchaser finds it necessary to terminate this agreement prior to the stated expiration date for reason other than non-performance by Provider, actual costs incurred by Provider may be reimbursed for an amount determined by mutual agreement of both parties.

F.

XIII.

RESOLUTION OF DISPUTES Provider may appeal decisions with Purchaser in accordance with Chapter 788, Wis. Stats.

XIV.

INDEMNITY AND INSURANCE A. Provider agrees that it will at all times during the existence of this agreement indemnify Purchaser against any and all loss, damages, and costs of expenses which Purchaser may sustain, incur, or be required to pay by reason of any eligible client's suffering personal injury, death, or property loss resulting from Provider's acts or omissions while any eligible client is participating in or receiving the care and services to be furnished by Provider under this agreement; however, the provisions of this paragraph shall not apply to liabilities, losses, or charges, costs, or expenses caused by Purchaser. Provider agrees that, in order to protect itself as well as Purchaser under the indemnity agreement provision set forth in above paragraph, Provider will at all times during the terms of this agreement keep in force a liability insurance policy issued by a company authorized to do business in the State of Wisconsin and licensed by the Wisconsin Insurance Department. Within thirty (30) days of the execution of this agreement, Provider shall furnish Purchaser with written verification of the existence of such insurance. In the event of any action, suit, or proceedings against Purchaser upon any matter herein indemnified against, Provider shall within five (5) working days, cause notice in writing thereof to be given to Purchaser by certified mail, addressed to its post office address.

B.

XV.

ELIGIBILITY STANDARDS A. Provider and Purchaser understand and agree that the eligibility of individuals to receive the services to be purchased under this agreement from Provider will be determined by Purchaser. Services to be delivered under this agreement by Provider to the eligible individuals must be authorized by Purchaser.

B.

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State of Wisconsin Dept. of Health Services C.

Request for Bid

Date: 05/11/12 Page 58 of 67

Provider shall transfer an individual from one category of care or service to another only with Purchaser's prior written approval. Individuals are entitled to a fair hearing under Chapter 227, Wis. Stats., concerning eligibility for services. Provider shall inform each individual of this right. If an individual requests such a hearing, his/her benefits shall continue until a decision is rendered.

D.

XVI.

CONDITIONS OF THE PARTIES OBLIGATIONS A. This contract is contingent upon authorization of Wisconsin and United States law, and any material amendment or repeal of the same affecting relevant funding or authority of Purchaser shall serve to revise or terminate this agreement, except as further agreed to by the parties hereto. Purchaser and Provider understand and agree that no clause, term or condition of this contract shall be construed to supersede the lawful powers or duties of either party. It is understood and agreed that the entire contract between the parties is contained herein, except for those matters incorporated herein by reference, and that this agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter thereof.

B.

C.

XVII. TIMELY CONTRACT SIGNING This agreement becomes null and void if the time between the earlier dated signature and the later dated signature on this agreement (or addendum) exceeds sixty (60) days inclusive of the two signature dates.

Provider's Contract Administrator Name Title -

Date

______________________________________________________________________ Provider's Authorized Representative Date Name Title -

______________________________________________________________________ Purchaser's Contract Administrator Date Name Cheryl K. Johnson

58

State of Wisconsin Dept. of Health Services

Request for Bid

Date: 05/11/12 Page 59 of 67

______________________________________________________________________ Purchaser's Authorized Representative Date Thomas Wiegers, Administrator Division of Long Term Care Department of Health Services

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State of Wisconsin Dept. of Health Services

Request for Bid Appendix B BUSINESS ASSOCIATE AGREEMENT

Date: 05/11/12 Page 60 of 67

This Agreement is made effective August 1, 2012 by and between the Wisconsin Department of Health Services, Division of Long Term Care (Covered Entity) and Enter Business Name. (Business Associate) collectively the Parties). 1. BACKGROUND This Agreement is specific to those services, activities, or functions performed by the Business Associate on behalf of the Covered Entity when such services, activities, or functions are covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) including all pertinent regulations (45 CFR Parts 160 and 164) issued by the U.S. Department of Health and Human Services as either have been amended by Subtitle D of the Health Information Technology for Economic and Clinical Health Act (the HITECH Act), as Title XIII of Division A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5). Services, activities, or functions covered by this Agreement include, but are not limited to: External Quality Review Organization Services (RFP 1726 DLTC-JB) The Covered Entity and Business Associate agree to modify the Contract to incorporate the terms of this Agreement and to comply with the requirements of HIPAA addressing confidentiality, security and the transmission of individually identifiable health information created, used or maintained by the Business Associate during the performance of the Contract and after Contract termination. The parties agree that any conflict between provisions of the Contract and the Agreement will by governed by the terms of the Agreement. 2. DEFINITIONS The following terms shall have the following meaning in this Agreement. Terms used, but not otherwise defined, in this Agreement shall have the same meaning as those terms specified in the Privacy Rule. a. Breach shall have the same meaning as the term breach in 45 CFR 164.402 and shall include unauthorized acquisition, access, use or disclosure of Protected Health Information (PHI) that compromises the security or privacy of such information. b. "Corrective Action Plan" means a plan communicated by the Covered Entity to the Business Associate for the Business Associate to follow in the event of any threatened or actual use or disclosure of any PHI that is not specifically

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authorized by this Agreement, or in the event that any PHI is lost or cannot be accounted for by the Business Associate. c. Disclosure means the release, transfer, provision of access to, or divulging in any other manner of information outside the entity holding the information. d. Electronic Health Record means an electronic record of health-related information on an individual that is created, gathered, managed, and consulted by authorized health care clinicians and staff. e. Incident means a use or disclosure of PHI by the Business Associate or subcontractor not authorized by this Agreement or in writing by the Covered Entity; a breach, a complaint by an individual who is the subject of any PHI created or maintained by the Business Associate on behalf of the Covered Entity; and any Federal HIPAA-related compliance contact. Also included in this definition is any attempted, successful or unsuccessful, unauthorized access, modification, or destruction of PHI, including electronic PHI, or interference with the operation of any information system that contains PHI. f. Individual means the person who is the subject of Protected Health Information or the personal representative of an Individual as defined and provided for under applicable provisions of HIPAA. g. Protected Health Information (PHI) means health information, including demographic information, created, received, maintained, or transmitted in any form or media by the Business Associate, on behalf of the Covered Entity, where such information relates to the past, present, or future physical or mental health or condition of an individual, the provision of health care to an individual, or the payment for the provision of health care to an individual, that identifies the individual or provides a reasonable basis to believe that it can be used to identify an individual. h. Unsecured Protected Health Information means Protected Health Information that is not rendered unusable, unreadable, or indecipherable to unauthorized individuals through the use of technology or methodology specified by the HHS Secretary in guidance or as otherwise defined in the 13402(h) of the HITECH ACT and 45 CFR 164.402. i. Unless otherwise defined in this Agreement, terms used herein shall have the same meaning as those terms have in the Privacy Rule. 3. RESPONSIBILITIES OF BUSINESS ASSOCIATE a. Business Associate shall not use or disclose any PHI except as permitted or required by the Contract or this Agreement, as permitted or required by law, or as otherwise authorized in writing by the Covered Entity, provided that

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b. c.

d.

e.

f.

such use or disclosure would not violate the HIPAA regulations if done by the Covered Entity. Business Associate shall only use and disclose PHI if such use or disclosure complies with each applicable requirement of 45 CFR 164.504(e). Business Associate shall be directly responsible for full compliance with relevant requirements of the Privacy Rule to the same extent as the Covered Entity. Business Associate shall comply with Section 13405(b) of the HITECH Act when using, disclosing, or requesting PHI in relation to this Agreement by limiting disclosures as required by HIPAA. Business Associate shall refrain from receiving any remuneration in exchange for any Individuals PHI unless (1) that exchange is pursuant to a valid authorization that includes a specification of whether PHI can be further exchanged for remuneration by the entity receiving PHI of that Individual, or (2) satisfies one of the exceptions enumerated in Section 13405(e)(2) of the HITECH Act or HIPAA regulations. Business Associate shall refrain from marketing activities that would violate HIPAA, specifically Section 13406 of the HITECH Act.

4. SAFEGUARDING AND SECURITY OF PROTECTED HEALTH INFORMATION a. Business Associate shall develop, implement, maintain, and use reasonable and appropriate administrative, technical, and physical safeguards that: (1) reasonably and appropriately safeguard the confidentiality, integrity, and availability of PHI, in any form of media, that it creates, receives, maintains, uses or transmits on behalf of the Covered Entity; and (2) to prevent use and disclosure of PHI other than as provided for by this Agreement. b. Business Associate shall cooperate in good faith in response to any reasonable requests from the Covered Entity to discuss, review, inspect, and/or audit Business Associates safeguards. 5. REPORTING OF INCIDENTS TO COVERED ENTITY BY BUSINESS ASSOCIATE The Business Associate agrees to inform the Covered Entity of any Incident covered by this section, including an Incident reported to Business Associate by subcontractors or agents. a. Discovery of Incident. The Business Associate must inform the Covered Entity by telephone call plus email or fax immediately within the same day of the discovery of any Incident, including but not limited to: the discovery of breach of security of PHI in computerized form if the PHI was, or is reasonably believed to be acquired by an unauthorized person; the discovery of any suspected security incident, intrusion or unauthorized use or disclosure of PHI in violation of this Agreement; or the discovery of potential loss of confidential data affecting this Agreement. (i) The Incident shall be treated as discovered as of the first day on which the Incident is known to the Business Associate, or, by

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(ii) (iii)

exercising reasonable diligence would have been known to the Business Associate. Notification shall be provided to one of the contact persons as listed in section d. Notification shall occur within the first business day that follows discovery of the Incident.

b. Mitigation. The Business Associate shall take immediate steps to mitigate any harmful effects of the unauthorized use, disclosure, or loss. The Business Associate shall reasonably cooperate with the Covered Entitys efforts to seek appropriate injunctive relief or otherwise prevent or curtail such threatened or actual breach, or to recover its PHI including complying with a reasonable Corrective Action Plan. c. Investigation of Breach. The Business Associate shall immediately investigate the Incident and report in writing within one week to one of the contacts as listed in section 5d with the following information: (i) Each Individual whos PHI has been or is believed to have been accessed, acquired, or disclosed during the Incident, (ii) A description of the types of PHI that were involved in the Incident (such as full name, social security number, date of birth home address, account number and etc.). (iii) A description of unauthorized persons known or reasonably believed to have improperly used or disclosed PHI or confidential data, (iv) A description of where the PHI or confidential data is believed to have been improperly transmitted, sent, or utilized, (v) A description of probable causes of the improper use or disclosure, (vi) A brief description of what the Business Associate is doing to investigate the Incident, to mitigate losses and to protect against further Incidents, (vii) The actions the Business Associate has undertaken or will undertake to mitigate any harmful effect of the occurrence, and (viii) A corrective action plan that includes the steps the Business Associate has taken or shall take to prevent future similar Incidents. d. Covered Entity Contact Information. To direct communications to above referenced Covered Entitys staff, the Business Associate shall initiate contact as indicated herein. The Covered Entity reserves the right to make changes to the contact information by giving written notice to the Business Associate. Covered Entity Program Manager Cheryl K. Johnson Contract Administrator DLTC DHS Privacy Officer c/o Office of Legal Counsel Department of Health Services 1 W. Wilson St. Madison, WI 53707 63 DHS Security Officer Department of Health Services 1 W. Wilson St. Madison, WI 53707 608-261-8310

State of Wisconsin Dept. of Health Services

Request for Bid 608-266-5484

Date: 05/11/12 Page 64 of 67

6. USE OR DISCLOSURE OF PROTECTED HEALTH INFORMATION BY SUBCONTRACTORS AND AGENTS OF THE BUSINESS ASSOCIATE The Business Associate agrees to ensure that any agents or subcontractors, to whom the Business Associate provides PHI received from, or created or received by the Business Associate on behalf of the Covered Entity, agrees to the same restrictions and conditions in writing applicable to the Business Associate in this Agreement. The Business Associate shall ensure that any agent, including a subcontractor to whom a Business Associate provides such information agrees to implement reasonable and appropriate safeguards to protect data; and report to the Covered Entity any Incident of which it becomes aware. 7. COMPLIANCE WITH ELECTRONIC TRANSACTIONS AND CODE SET STANDARDS If the Business Associate conducts any Standard Transaction for, or on behalf, of a Covered Entity, the Business Associate shall comply, and shall require any subcontractor or agent conducting such Standard Transaction to comply, with each applicable requirement of Title 45, Part 162 of the Code of Federal Regulation. The Business Associate shall not enter into, or permit its subcontractors or agents to enter into, any Agreement in connection with the conduct of Standard Transactions for or on behalf of Covered Entity that: Changes the definition, Health Information condition, or use of a Health Information element or segment in a Standard; Adds any Health Information elements or segments to the maximum defined Health Information Set; Uses any code or Health Information elements that are either marked not used in the Standards Implementation Specification(s) or are not in the Standards Implementation Specifications(s); Changes the meaning or intent of the Standards Implementations Specification(s).

c. d. e.

f.

8. ACCESS TO PROTECTED HEALTH INFORMATION At the direction of the Covered Entity, the Business Associate agrees to provide access in accordance to 45 CFR 164.524 and Section 13405(f) of the HITECH Act to any PHI held by the Business Associate, which Covered Entity has determined to be part of Covered Entitys Designated Record Set, in the time and manner designated by the Covered Entity. This access will be provided to Covered Entity or, as directed by Covered Entity, to an Individual, in order to meet requirements under the Privacy Rule.

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9. AMENDMENT OR CORRECTION TO PROTECTED HEALTH INFORMATION At the direction of the Covered Entity, the Business Associate agrees to amend or correct PHI held by the Business Associate which the Covered Entity has determined is part of the Covered Entitys Designated Record Set, in the time and manner designated by the Covered Entity in accordance with 45 CFR 164.526. 10. DOCUMENTATION OF DISCLOSURES OF PROTECTED HEALTH INFORMATION BY THE BUSINESS ASSOCIATE The Business Associate agrees to document and make available to the Covered Entity or (at the direction of the Covered Entity) to an Individual such disclosures of PHI to respond to a proper request by the Individual for an accounting of disclosures of PHI, in accordance with 45 CFR 164.528 and 13405(c) of the HITECH Act. 11. INTERNAL PRACTICES The Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of PHI available to the Covered Entity, or to the federal Secretary of Health and Human Services (HHS) in a time and manner determined by the Covered Entity or the HHS Secretary or designee, for purposes of determining compliance with the requirements of HIPAA. Further, the Business Associate agrees to promptly notify the Covered Entity of communications with HHS regarding PHI and will provide the Covered Entity with copies of any PHI or other information the Business Associate has made available to HHS under this provision. 12. TERM AND TERMINATION OF AGREEMENT a. The Business Associate agrees that if in good faith the Covered Entity determines that the Business Associate has materially breached any of its obligations under this Agreement, the Covered Entity may: (i) Exercise any of its rights to reports, access and inspection under this Agreement; (ii) Require the Business Associate with a 30 day period to cure the breach or end the violation; (iii) Terminate this Agreement if the Business Associate does not cure the breach or end the violation within the time specified by the Covered Entity; (iv) Immediately terminate this Agreement if the Business Associate has breached a material term of this Agreement and cure is not possible; or (v) If neither cure nor termination is feasible, report the violation to the Secretary of the U.S. Department of Health and Human Services. b. Before exercising either (ii) or (iii), the Covered Entity will provide written notice of preliminary determination to the Business Associate describing the violation and the action the Covered Entity intends to take.

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13. RETURN OR DESTRUCTION OF PROTECTED HEALTH INFORMATION Upon termination, cancellation, expiration or other conclusion of this Agreement, the Business Associate will: a. Return to the Covered Entity or, if return is not feasible, destroy all PHI and any compilation of PHI in any media or form. The Business Associate agrees to ensure that this provision also applies to PHI of the Covered Entity in possession of subcontractors and agents of the Business Associate. The Business Associate agrees that any original record or copy of PHI in any media is included in and covered by this provision, as well as all original or copies of PHI provided to subcontractors or agents of the Business Associate. The Business Associate agrees to complete the return or destruction as promptly as possible, but not more than thirty (30) business days after the conclusion of this Agreement. The Business Associate will provide written documentation evidencing that return or destruction of all PHI has been completed. b. If the Business Associate destroys PHI, it shall be done with the use of technology or methodology that renders the PHI unusable, unreadable, or undecipherable to unauthorized individuals as specified by HHS in HHS guidance. Acceptable methods for destroying PHI include: (i) Paper, film, or other hard copy media: shredded or destroyed in order that PHI cannot be read or reconstructed; and (ii) Electronic media: cleared, purged or destroyed consistent with the standards of the National Institute of Standards and Technology (NIST). Redaction is specifically excluded as a method of destruction of PHI, unless the information is properly redacted so as to be fully de-identified. c. If the Business Associate believes that the return or destruction of PHI is not feasible, the Business Associate shall provide written notification of the conditions that make return or destruction not feasible. If the Business Associate and Covered Entity agree that return or destruction of PHI is not feasible, the Business Associate shall extend the protections of this Agreement to PHI and prohibit further uses or disclosures of the PHI of the Covered Entity without the express written authorization of the Covered Entity. Subsequent use or disclosure of any PHI subject to this provision will be limited to the use or disclosure that makes return or destruction not feasible. 14. COMPLIANCE WITH STATE LAW a. The Business Associate acknowledges that PHI from the Covered Entity may be subject to state confidentiality laws. Business Associate shall comply with the more restrictive protection requirements between state and federal law for the protection of PHI. 66

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15. MISCELLANEOUS PROVISIONS a. Indemnification for Breach Notification. Business Associate shall indemnify the Covered Entity for costs associated with any Incident involving the acquisition, access, use or disclosure of Unsecured Protected Health Information in a manner not permitted under 45 C.F.R. part E. b. Automatic Amendment. This Agreement shall automatically incorporate any change or modification of applicable state or federal law as of the effective date of the change or modification. The Business Associate agrees to maintain compliance with all changes or modifications to applicable state or federal law. c. Interpretation of Terms or Conditions of Agreement. Any ambiguity in this Agreement shall be construed and resolved in favor of a meaning that permits the Covered Entity and Business Associate to comply with applicable state and federal law. d. Survival. All terms of this Agreement that by their language or nature would survive the termination or other conclusion of this Agreement shall survive. IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective representatives. COVERED ENTITY By: Tom Wiegers BUSINESS ASSOCIATE By: NAME

Signature: Title: Administrator Date:

Signature: Title: TITLE Date:

APPENDIX C EXAMPLE OF CURRENT ENGAGEMENT LETTER 67