DETROIT AREA AGENCY ON AGING

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					          DETROIT AREA AGENCY ON AGING
          1333 Brewery Park Blvd., Suite 200
          Detroit, Michigan 48207-4544
          Tel. (313) 446-4444
          Fax (313) 446-4445



                                                                                            REQUEST FOR BIDS (RFB)
                                                                                            FISCAL YEARS 2010 – 2012
                                                                                     (March 1, 2010 – September 30, 2012)
                                                                                                       Project CHOICE /
                                                                                      MI Choice (MEDICAID WAIVER) –
                                                                                      DIRECT PURCHASE OF SERVICE
                                                                                                     PROVIDERS POOL

                                                                                              Fiscal Intermediary Services,
                                                                                              Non-Medical Transportation,
                                                                                                     Home Delivered Meals,
                                                                                 Specialized Medical Equipment & Supplies,
                                                                                   and Nursing Facility Transition Services

                                                                                                        APPLICATION
                                                                                                           (Part 2 of 2)

                                                                      Due By 5:00 P.M. EST, Tuesday, December 29, 2009
                                                                                      Late Applications Will Be Rejected



                                                                                   Funded through Federal and State Funds


                                                                                 Planning and Service Area for Region 1-A:

                                                                            Detroit, Grosse Pointe, Grosse Pointe Farms,
                                                                               Grosse Pointe Park, Grosse Pointe Shores,
                                                                       Grosse Pointe Woods, Hamtramck, Harper Woods
                                                                                                     and Highland Park


          WAYNE W. BRADLEY, SR.                                                              PAUL BRIDGEWATER
          Chairman                                                                               President and CEO
          Board of Directors
2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09
                                           Direct Purchase of Services Provider Application
                                                       Fiscal Years 2010 – 2012
                                             (March 1, 2010 through September 30, 2012)

Applicant Agency                  Private Non-Profit  For Profit                              Public                 Minority
Type:

 Medicare                        Hospice Certified                  Medicaid                 Private Duty           Hospital-Based
     Certified                                                            Approved


Incorporated? [ ] Yes    [ ] No                                                  Has the applicant agency been in existence 3 or more
Year established _______________                                                 years?    [ ] Yes     [ ] No


Agency Name__________________________________________                                          Phone (_______)__________________

Address______________________________________________                                          Fax (_______)____________________

Website _____________________________________________________________________________

Federal ID Number _______________________________________________________________________

President/Executive Director_________________________________________________________________


Agency Contact Person:

Name:____________________________________________________________

Title:_____________________________________________________________

Telephone:                    (_______)_________________________ E-mail ___________________________

                           Please check all service categories for which the agency is applying:

 Fiscal Intermediary Services  Non-Medical Transportation                                        Home Delivered Meals
 Specialized Medical           Nursing Facility Transition
     Equipment & Supplies                              Services




Indicate Service Delivery Area (Defined by City or Zip Codes) ___________________________________



________________________________________________________________________________________
________________________________________________________________________________________




2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09                                  A- 1
AGENCY BACKGROUND

A.        In the space below (and on one additional page, if necessary), provide a profile of your
          company/agency. Include such information as date of incorporation, board structure, accreditation
          information, qualifications of management, and qualifications of staff who will provide care. Describe
          the agency’s experience with turnover in administrative and program/direct service staff. Include an
          organizational chart that indicates where the proposed services fit within the overall agency structure at
          the end of the application as Attachment A.




2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09            A- 2
B. Agency Profile/History


1.     The applicant agency is a (check as many as apply):                                  YES            NO   N/A

       a.    Private For-Profit

       b.    Private Non-Profit

       c.    Public Non-Profit

       d.    Unit of Local Government

       e.    Minority Owned Business

       f.    Female Owned Business

       g.    Handicapped Owned Business

       h.    501 (c) 3 Designation

       i.    Has a Charter and/or Articles of Incorporation

       j.    Business in existence for 3 years or longer

       k.    Date of Incorporation _________________________________

2.     The applicant agency is established in accordance with State statutes
       and is authorized to conduct business in the State of Michigan.

3.     Is the applicant agency aware of any reason or conflict of interest that
       would preclude this application from being considered? (If Yes,
       attach explanation directly behind this page.)




Authorized Signature of Applicant Agency                                         Typed Name / Title / Date




2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09                      A- 3
                                                             QUALITY ASSURANCE

A.        In the space below (and on one additional page, if necessary), provide a description of the applicant
          agency’s method of ensuring quality services. Include information as to assurance of promptness of
          service, replacement of staff, verification of time worked and services rendered, background checks
          (required), participant complaint / grievance procedures, supervisory practices, and the agency’s hours
          of operation.




2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09          A- 4
        1.     Does the applicant agency have written policies and/or
               procedures for:

                                                                                 YES   NO

              a.
             a.      Client Confidentiality

              b.     Client Appeals/Grievance

              c.     Client Feedback/Evaluation

              d.     Emergencies in Client’s Home

              e.     Clients Rights and Responsibilities

              f.     Recruitment, Training, and Supervision

              g.     Date of last revision of policy manual ____/______/_________

     2.        How are confidential client files kept secure? (Describe method of storing confidential
               information, controlling access to computerized information).
               _______________________________________________________________________

               _______________________________________________________________________

               _______________________________________________________________________

               _______________________________________________________________________

     3.        What is the applicant agency’s written procedure for documenting hours of service
               provided by the employee for billing purposes? Attach sample of documentation utilized
               as Attachment B at the end of the application.
               _______________________________________________________________________

               _______________________________________________________________________

               _______________________________________________________________________

               _______________________________________________________________________


     4.        What would be the applicant agency’s written policy/procedure for notifying Project
               CHOICE / MI Choice of discontinued services due to a client’s absence from home,
               hospitalization, death, institutionalization, personal choice, etc?
               _______________________________________________________________________

               _______________________________________________________________________

               _______________________________________________________________________

               _______________________________________________________________________




2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09              A- 5
5.      Does the applicant agency have written procedures for inquiring into the following for all
        worker’s entering client’s homes:
        a. Criminal Background Checks                                            YES   NO
           If Yes, Describe:
        _______________________________________________________________________

        _______________________________________________________________________

        _______________________________________________________________________

        _______________________________________________________________________
        b. Driver’s License Checks                                               YES   NO
           If Yes, Describe:
        _______________________________________________________________________

        _______________________________________________________________________

        _______________________________________________________________________

        _______________________________________________________________________


6.      Does the applicant agency have a backup plan when assigned worker is unavailable?
                                                             YES NO
           If Yes, Describe:
        _______________________________________________________________________

        _______________________________________________________________________

        _______________________________________________________________________

        _______________________________________________________________________




                                                         FINANCIAL MANAGEMENT


A.        Are the applicant agency’s financial records regularly audited by an independent firm?

           Yes, every __________year(s)
           Yes, irregularly (______ times in the past 5 years)
           No
          Comments_____________________________________________________________


                           _____________________________________________________________




2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09            A- 6
FINANCIAL MANAGEMENT (Continued)


B.        Has the applicant agency had any audit-related problems, including questioned or disallowed costs, in
          the past 5 years?         [ ] Yes     [ ] No
          If yes, attach all details, including reconciliation and/or final determination as Attachment C.

C.        Provide a copy of the following REQUIRED documents at the end of the application, labeled as
          attachments as indicated:
          1. Certified audit for 2008 or 2007, including the audit report and management letter,
             as Attachment D.

                     OR, if the agency did not have a certified audit for 2008 or 2007, then attach the following two
                     (2) financial statements with a notation of the qualifications of the person/entity that prepared
                     the statements, as Attachment D:

                                 Statement of Financial Position (covering the last annual period preceding the
                                  issuance of this RFB).
                                 Statement of Activities (covering the last annual period preceding the issuance of this
                                  RFB).

          2. Latest IRS Form 941 including proof of payment, as Attachment E.

          3. Current IRS Form 990 or 1120 (completed and signed), as Attachment F.

          4. Articles of Incorporation as Attachment G.

          5. Applicant agency's 501 c(3) Notification Letter, as Attachment H.

          6. Most recent Annual Report as Attachment I.

D.        Are direct service staffs treated as employees or independent contractors?
          [ ] employees             [ ] independent contractors.

          If “independent contractors,” attach a determination from the IRS that this designation is appropriate
          and acceptable. Label this documentation as Attachment J.

E.        Describe the applicant agency’s Financial Management System including, but not limited to, billing,
          payroll, and financial reporting. Indicate the accounting software utilized, and the qualifications of the
          person/entity responsible for preparing the agency’s financial reports.




                                                                                              A-7
2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09
FINANCIAL MANAGEMENT (Continued)


F.       Describe the applicant agency’s Internal Controls for procedures such as bank reconciliations,
         invoicing, cash management, etc.:




G.       Describe the agency’s current capacity for automated billing:




                                                                                      A-8
 2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09
     ASSURANCE OF COMPLIANCE WITH FEDERAL, STATE, AND LOCAL TAX
                          REQUIREMENTS
Indicate the agency’s compliance with each tax specified below. DAAA requires that applicants be current on all
Federal, State and Local taxes, or be current on any payment arrangements for previously delinquent taxes, in
order to be eligible to apply. Complete the table below as indicated:

1. Is the applicant agency current on this tax?
     Place an “X” in the “YES” column if the applicant agency is current on the specified tax. “Current” is defined as
         having no outstanding tax obligations and no payment arrangements in place for previously delinquent taxes.
         (Skip question 2 if all answers to question 1 are “yes” or “n/a”.
     Place an “X” in the “NO” column if the applicant agency is delinquent on the specified tax, or is under a payment
         arrangement for previously delinquent taxes. (Answer question 2 and provide additional information below.)

2. If “no” to question 1, is the applicant agency current on payments required under an approved payment plan for
   previously delinquent taxes?
    Place an “X” in the “YES” column if the applicant agency is current on all payments required under an approved
       payment plan for previously delinquent taxes.
             Place an “X” in the “NO” column if the applicant agency has an outstanding tax liability and is not
                under an approved payment plan, or if the applicant agency has an approved payment plan, but is not
                current on all required payments under the approved plan.

                                                                                                 2. If “no” to question 1, is the
                                                                                                  applicant agency current on
                                                                                                  payments required under an
                                                                  1. Is the applicant agency       approved payment plan for
                                                                     current on this tax?         previously delinquent taxes?
                                                                                       N/A
                      TYPE OF TAX                                YES      NO      (non-profit)      YES                   NO
         Income Taxes
            Federal
            State (Single Business Tax)
         Payroll Taxes
            FICA
            Unemployment Insurance
            Federal Withholding
            State Withholding
            Local Withholding

For all “no” answers in the table above, attach additional information directly behind this page. The additional
information for each “no” response must include the total amount of the outstanding tax liability, the time period of the
delinquent tax, the amount of any delinquent payments, and any other pertinent information.

The signature below certifies that the information indicated in the table above and attached behind this page (if
required) is true and accurate.




Authorized Signature of Applicant Agency                                   Typed Name / Title                      Date




                                                                                                             A-9
  2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09
                                                        INSURANCE COMPLIANCE


On the chart below, indicate the amount of coverage the applicant agency currently has, noting the expiration
date next to the appropriate type of insurance. A copy of the cover page for each type of insurance that is
required for the provision of the proposed service must be included as Attachment K at the end of the
application. All coverage shall be placed with an insurance carrier rated A-VI by A.M. Best. Successful
applicants will be required to add the Detroit Area Agency on Aging as additionally insured, and increase
coverage to the minimum requirements, if necessary. Thirty (30) day notice of cancellation must be provided
to the DAAA.


                                                                        Amount of   Expiration          Minimum
         Type of Insurance                  YES            NO
                                                                        Coverage      Date              Required

 1. Facility Insurance

 2. Auto Liability Insurance                                                                        $1,000,000

 3. Worker’s
    Compensation /
    Employer’s Liability                                                                            $ 500,000

 4. Professional Liability, if
    applicable (suggested
    amount $1,000,000)

 5. General Liability,
    including product
    liability                                                                                       $1,000,000

 6. Property & Theft
    Coverage

 7. Directors & Officers

 8. Employee/Independent
    Contractor Bonding
    Insurance                                                                                       $ 100,000

 9. Malpractice Insurance,
    if applicable

10. Umbrella / Excess
    Liability (suggested
    amount $1,000,000)




                                                                                                 A-10
 2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09
                                           DETROIT AREA AGENCY ON AGING

                      ASSURANCE OF COMPLIANCE WITH SERVICE STANDARDS



Any service funded by the Detroit Area Agency on Aging (DAAA) must be in compliance with appropriate
standards of the Michigan Department of Community Health (MDCH), Michigan Office of Services to the Aging
(OSA) and the DAAA. This includes service definitions, unit definitions and service standards for operation, as
contained in appropriate sections of the DAAA Request for Bids, and the DAAA Care Management Direct
Purchase of Service Operational Guidelines, except for specific standards for which compliance has been
waived by the DAAA, according to prescribed policy waiver procedures.

I hereby enter this assurance of compliance.

Agency Name: _________________________________________________________________
(herein called the Provider/Agency),

HEREBY ASSURES that persons involved in implementing the proposed contract or bid agreement have read the
MDCH/OSA/DAAA service standards including the general standards, and specific standards for each of the services for
which funds are being requested.

FURTHERMORE, the Provider/DPOS Agency assures that it is completely in compliance with all standards for the
following services: (List all services for which a bid is being submitted.)




This assurance is given in consideration of and for the purpose of obtaining federal or state funds, contracts or other
financial assistance from the DAAA. The Provider/DPOS Agency recognizes and agrees that any approved financial
assistance will be extended based on agreements made in this assurance and that the DAAA shall have the right to seek
enforcement of this assurance.

This assurance is binding on the Provider/DPOS Agency, its successors, transferees, and assignees.




Authorized Signature of Applicant Agency                                           Typed Name / Title / Date




                                                                                                               A-11
  2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09
                                          DETROIT AREA AGENCY ON AGING

Assurance of Compliance with Department of Health, Education & Welfare Regulation
Under Title VI of the Civil Rights Act of 1964, Michigan Handicappers Civil Rights Act of
1976, Elliot-Larsen Civil Rights Act of 1976.
The Provider/DPOS Agency NAMED BELOW HEREBY AGREES THAT it will comply with Title VI of the
Civil Rights Act of 1976 (P.A. 453, Section 209) and will comply with requirements imposed by or pursuant to
the Regulation of the Department of Health and Human Services (45 CFR Part 80) issued pursuant to that Title
to the end that, in accordance with Title VI of that Act and the Regulation, no person in the United States shall,
on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or
be otherwise subjected to discrimination under any program or activity for which the Provider/DPOS Agency
receives federal or state financial assistance from the Detroit Area Agency on Aging and HEREBY GIVES
ASSURANCE THAT it will immediately take any measures necessary to effectuate this agreement.

If any real property or structure thereon is provided or improved with the aid of federal or state financial
assistance extended to the Provider/DPOS Agency for the period during which said property or structure is used
for a purpose for which federal or state assistance is extended. This Assurance further certifies that the
applicant agency has no commitments or obligations which are inconsistent with compliance of these and any
other pertinent federal or state regulations and policies, and that any other agency, organization or party which
participates in this project shall have no such commitments or obligations, and all activities shall not run counter
to the purpose and intent of this agreement.

THIS ASSURANCE is given in consideration of and for the purpose of obtaining any and all federal or state
granted financial assistance extended after the date hereof to the Provider/DPOS Agency by the DAAA
including installment payments after such date on account of applications for federal or state financial
assistance which are approved before such date. The Provider/DPOS Agency recognizes and agrees that such
federal or state financial assistance will be extended in reliance on the representations and agreements made in
this Assurance. This Assurance is binding on the Provider/DPOS Agency, its successors, transferees and
assignees, and the person or persons whose signatures appear below are authorized to sign this Assurance on
behalf of the Provider/DPOS Agency.




Authorized Signature of Applicant Agency                            Typed Name / Title / Date




                                                                                                A-12



 2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09
                            MICHIGAN OFFICE OF SERVICES TO THE AGING
                                 Assurance of Compliance with Section 504
                               of the Rehabilitation Act of 1973, as Amended

The undersigned recipient of funds from the Michigan Commission and Office of Services to the Aging
(hereinafter called the “recipient”) HEREBY AGREES THAT it will comply with Section 504 of the
Rehabilitation Act of 1973, as amended (29 USC 794), all requirements imposed by the applicable, HHS
regulations (45 CFR Part 84), and all guidelines and interpretation issues pursuant thereto.

Pursuant to 84.5(a) of the regulation [45 CFR 84.5(a)] the recipient gives this assurance in consideration of
contracts (insurance or guaranty), property, discounts, or other financial assistance extended by the Michigan
Office of Services to the Aging after the date of this assurance, including payments or other assistance made
after such date on applications for financial assistance that were approved before such date. The recipient
recognizes and agrees that such financial assistance will be extended in reliance on the representations and
agreements made in this assurance and that the Michigan Office of Services to the Aging will have the right to
enforce this assurance through lawful means. This assurance is binding on the recipient, its successors,
transferees, and assignees, and the person or persons whose signatures appear below are authorized to sign this
assurance on behalf of the recipient.

This assurance obligates the recipient for the period during which federal financial assistance is extended to it
the Michigan Office of Services to the Aging or, where the assistance is in the form of real or personal property
for the period provided for in 84.5(b) of the regulation [45 CFR 84.5(b)].




Authorized Signature of Applicant Agency                            Typed Name / Title / Date




                                                                                                A-13


 2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09
                                                       Detroit Area Agency on Aging

                                                 Project CHOICE / MI Choice
                                        DIRECT PURCHASE OF SERVICES APPLICATION


                                         SERVICE INFORMATION / BID PROPOSAL

         Agency Name: _____________________________________________________________________
                                                                         BID INFORMATION

         CHECK
         ALL THAT
         APPLY                                                                                                      PROPOSED
            ()                                SERVICE CATEGORY                        UNIT OF SERVICE              UNIT RATE
                         Fiscal Intermediary Services                                 1 month
1.
                         Non-Medical Transportation                                   Per one way trip
2.
                                                                                      1 delivered meal
3.                       Home Delivered Meals
                                                                                      1 liquid meal

                                                                                      1 Per item                    < VARIES >
4.                       Specialized Medical Equipment & Supplies                     Liquid Nutritional
                                                                                      Supplement,
                                                                                      1 unit = 1 can
                         Nursing Facility Transition Services – Coordination &
                                                                                      1 hour of service
                         Support
                                                                                                                  Cost Reimbursed
                         Nursing Facility Transition Services - Shopping              1 Per Trip
                                                                                                                  Basis
                         Nursing Facility Transition Services - Moving Services 1 Per Trip
                         Nursing Facility Transition Services – Residential
5.                                                                                    1 hour of service
                           Cleaning Services
                         Nursing Facility Transition Services - Transportation        Per one way trip
                         Nursing Facility Transition Services - Furniture &                                       Cost Reimbursed
                                                                                      1 Per item
                           Appliances                                                                             Basis
                                                                                      Please attach a schedule defining 1 unit
                         Nursing Facility Transition Services - Other
                                                                                      of service and unit rate.




                   _____________________________________
                   Authorized Signature of Applicant Agency


                   _____________________________________
                   Typed Name / Title

                   _____________________________________
                   Date

                                                                                                           A-14
     2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09
                      HOME & COMMUNITY BASED SERVICES WAIVER                                                            OHCDS Use Only
                            FOR THE ELDERLY & DISABLED
                  SUBCONTRACTOR ENROLLMENT AGREEMENT                                               Eligibility Begin Date:
                          Michigan Department of Community Health                                  Eligibility End Date:
This form is to be completed by all providers who wish to receive payment from the Medicaid-enrolled organized health care delivery
system for services provided under the Home & Community Based Services Waiver for the Elderly & Disabled. An original payment
agreement must be submitted for each business location and for each eligible provider.
COMPLETION INSTRUCTIONS                           PLEASE TYPE OR PRINT CLEARLY
Item #1: Individual providers must enter their last name, first name, and middle initial. All other applicants (e.g., a licensed business)
          must enter the complete business name as licensed/certified.
Item #2: If the applicant is employed/contracted by a business, or in partnership, enter the name of the business you are employed by,
          affiliated with, contracted with, or in partnership with.
Item #3: Proof of the EIN number (federal tax number) is REQUIRED.
Item #4: Providers must attach a copy of their licensure/certification, as applicable.
Item #5: The SSN is required for an individual and is confidential to be used only for the administration of the program.

APPLICANT INFORMATION
1. PROVIDER’S NAME (SEE INSTRUCTIONS)                                                                    2. PROFESSIONAL TITLE, IF APPLICABLE

3. EMPLOYER’S NAME (SEE INSTRUCTIONS):                                                                   4. EIN NUMBER (SEE INSTRUCTIONS)

5. STATE LICENSE NUMBER (SEE INSTRUCTIONS)                                                               6. APPLICANT’S SOCIAL SECURITY NUMBER



BUSINESS LOCATION
7. MAILING ADDRESS (NO. & STREET)                                                                        P.O. BOX

CITY                                                                      STATE                          ZIP CODE                  PHONE NUMBER
                                                                                                                                   (     )
                  MEDICAL ASSISTANCE (MEDICAID) PROVIDER PAYMENT AGREEMENT CONDITIONS
1.      All information furnished on this payment agreement form is true and complete.

2.      I consent that, upon request and at a reasonable time and place, I will permit authorized agents of the State of Michigan or the
        federal government to inspect, and copy, any records related to my delivery of goods or services to, or on behalf of, a
        participant under the Medicaid Program.

3.      I am not currently suspended, terminated, or excluded from any state Medicaid Program or by the U.S. Department of Health
        and Human Services.

4.      I agree to accept the Michigan Medicaid payment as payment in full for the services rendered. Except for patient liability as
        determined by the Michigan Medicaid Program including applicable co-payments, I will not seek nor accept additional or
        supplemental payment from the participant, his/her family, or representative(s).

5.      I may be prosecuted under applicable federal or state criminal and civil laws for submitting false claims, concealing material
        facts, misrepresentation, falsifying data, other acts of misrepresentation, or conspiracy to engage therein.

6.      I agree to comply with the MDCH’s policies and procedures for the Medical Assistance Program and the Home and
        Community Based Services for the Elderly and Disabled contained in manuals, manual updates, provider bulletins, and other
        program notifications.

As a condition of receiving payment from the Michigan Medicaid Program for services provided to an eligible participant, I certify
and/or agree to all of the conditions listed above. I certify that the undersigned has the authority to execute this agreement.
                               IMPORTANT: FACSIMILE SIGNATURES WILL NOT BE ACCEPTED
APPLICANT’S SIGNATURE                                                                          DATE                        TITLE

The Michigan Department of Community Health will not discriminate against any individual or group because of race, sex, religion, age, national origin, marital status,
political beliefs, or disability.
                         MAIL THIS FORM TO THE MI CHOICE PROVIDER YOU ARE CONTRACTING WITH.




                                                                                                                                A-15
2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09
                     BUSINESS ASSOCIATE AGREEMENT ADDENDUM



                  This Business Associate Agreement Addendum ("Addendum") is made effective

        ________________, by and between __Detroit Area Agency on Aging________________________

        ("Health Care Provider") and ______________________________________ (“Business Associate”).
                                                           Applicant Agency Name


                                                                        RECITALS



        A.        Health Provider and Business Associate have or will enter into an agreement dated or to be dated

        (the “Agreement”). They intend that this Addendum shall be a part of the Agreement.



        B.        Health Care Provider and Business Associate desire to supplement the Agreement with this

        Addendum in order to permit the use or disclosure of Individually Identifiable Health Information

        between Health Care Provider and Business Associate and to permit Business Associate as necessary to

        use, disclose, create, and receive Individually Identifiable Health Information (i) on behalf of Health Care

        Provider in the performance of functions or activities involving Individually Identifiable Health

        Information, or (ii) while providing services to or for Health Care Provider.



        C.        Health Care Provider and Business Associate wish to comply with the Health Insurance

        Portability and Accountability Act of 1996 (42 U.S.C. §1320(d)) ("HIPAA") including without limitation

        the Standards for Privacy of Individually Identifiable Health Information (42 C.F.R., Part 160 and 164),

        the Standards for Electronic Transactions (45 C.F.R., Part 160 and 162) and the Security Standards (45

        C.F.R., Part 142) (collectively, the "Standards") promulgated or to be promulgated by the Secretary of

        Health and Human Services (the "Secretary").




                                                                                              A-16
2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09
                                                                   AGREEMENT


                  In consideration of the benefits, which will accrue to the parties in connection with the provision

        and receipt of services by Business Associate to Health Care Provider, the parties agree as follows.



        1.        Definitions.

        The following terms, as used in this Addendum, shall have the meanings set forth below:



                  1.1        "Data Aggregation" means, with respect to Protected Health Information created or

                             received by Business Associate as the business associate of Health Care Provider, the

                             combining of such Protected Health Information by Business Associate with the

                             Protected Health Information received by Business Associate as a business associate of

                             another covered entity, to permit data analyses that relate to the health care operations of

                             the respective covered entities.



                  1.2        "Designated Record Set" means a group of records maintained by, or for Health Care

                             Provider that is (i) the medical records and billing records about individuals maintained

                             by, or for Health Care Provider, (ii) the enrollment, payment, claims adjudication, and

                             case or medical management record systems maintained by, or for a health plan; or (iii)

                             used, in whole or in part, by or for Health Care Provider to make decisions about

                             individuals. As used herein, the term "Record" means any item, collection, or grouping of

                             information that includes Protected Health Information and is maintained, collected,

                             used, or disseminated by or for Health Care Provider.



                  1.3        "Electronic Media" means the mode of electronic transmissions, including the internet,

                             extranet (internet connections between collaborating parties), leased lines, dial-up lines,

                             private networks, and those transmissions that are physically moved from one location to

                             another using magnetic tape, disk, or compact disk media.


                                                                                                   A-17
2010 – 2012 Direct Purchase of Service Providers Pool – Request for Bids 11-09
                  1.4        "Individually Identifiable Health Information" means information that is a subset of

                             health information, including demographic information collected from an individual, and



                                        (a)        is created or received by a Health Care Provider, health

                                                   plan, employer, or health care clearinghouse; and

                                        (b)        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 past, present or future

                                                   payment for the provision of health care to an individual;

                                                   and (i) identifies the individual, or (ii) with respect to

                                                   which there is a reasonable basis to believe the

                                                   information can be used to identify the individual.



                  1.5        "Protected Heath Information" or "PHI" means Individually Identifiable Health

                             Information that is (a) transmitted by electronic media, (b) maintained in any medium

                             constituting Electronic Media, or (c) transmitted or maintained in any other form or

                             medium, and shall be further defined in accordance with 45 CFR §164.501. References

                             in this Addendum to “Protected Health Information” or “PHI” are to the same received

                             from, created for, received by, Business Associate on behalf of Health Care Provider.



        II.       Integration of Addendum.



                  2.1        Effect of this Addendum. This Addendum shall be attached to and be a part of the

                             Agreement to the same extent as it would be if it were set out therein. The terms and

                             conditions of this Addendum supercede any current or future conflicting or inconsistent

                             terms and conditions in the Agreement, including all exhibits and other attachments to,

                             and all documents incorporated by reference in the Agreement. This Addendum can be

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                             amended only by a writing, which refers specifically to this Addendum and is signed by

                             both parties.



        III.      Obligations of Business Associate With Respect to PHI.



                  3.1        Use and Disclosure of PHI. Business Associate shall use and disclose PHI only as

                             required to satisfy its obligations under the Agreement or as required by law and shall not

                             otherwise use or disclose any PHI. Health Care Provider shall not request Business

                             Associate to use or disclose PHI in any manner that would not be permissible under the

                             Standards for Individually Identifiable Health Information (the "Privacy Standards") if

                             done by Health Care Provider, except with respect to uses and disclosures of PHI for data

                             aggregation or management and administrative activities of Business Associate as agreed

                             by the parties and as provided in Sections 3.12 and 3.13 of this Addendum.



                  3.2        Purposes and Limitations on Use or Disclosure of PHI.



                             3.2.1      Purposes. Except as otherwise provided in this Addendum, Business Associate

                                        may use or disclose PHI on behalf of, or to provide services to, Health Care

                                        Provider only for the purposes set out in the Agreement and as further agreed in

                                        writing by the parties, so long such use or disclosure of PHI would not violate the

                                        Privacy Standards if so used or disclosed by the Health Care Provider:



                             3.2.2      Property Rights in PHI. Business Associate acknowledges that, as between

                                        Business Associate and Health Care Provider, all PHI shall be and remain the

                                        sole property of Health Care Provider, including any forms of PHI developed by

                                        Business Associate in the course of fulfilling its obligations under this

                                        Agreement.



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                             3.2.3      Minimum Necessary. Business Associate agrees that, to the extent Business

                                        Associate requests Health Care Provider to disclose PHI to Business Associate,

                                        the request shall be for the minimum necessary PHI for the accomplishment of

                                        Business Associate's purposes.



                  3.3        Safeguards and Security.



                             3.3.1      Safeguards. Business Associate agrees to use all appropriate safeguards to

                                        prevent use or disclosure of PHI other than as provided in by this Addendum.



                             3.3.2.     Security. Business Associate shall establish security policies, processes and

                                        procedures in compliance with the Security Standards.       Business Associate

                                        acknowledges and agrees that the requirements for security of PHI may change

                                        and that Health Care Provider has the right to require new or modified policies,

                                        processes and procedures, which Business Associate will promptly implement

                                        upon written request. Business Associate shall supply a written copy of its

                                        security policies and procedures to Health Care Provider upon the execution of

                                        this Addendum and as amended thereafter.



                  3.4        Reporting Disclosures of PHI; Mitigation. Business Associate shall report any use or

                             disclosure in violation of this Addendum within two (2) business days of learning of the

                             violation by Business Associate or its officers, directors, employees, contractors or other

                             agents or by any third party to which Business Associate has disclosed PHI. Business

                             Associate will mitigate promptly any harmful effect of any such use or disclosure of PHI.

                             In the event of any such disclosure, Health Care Provider may, at its sole discretion,

                             access records of Business Associate, direct an investigation of a use or disclosure by

                             Business Associate, and determine the appropriate method of mitigation. Business



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                             Associate will cooperate fully with Health Care Provider in any investigation or

                             mitigation.



                  3.5        Employees, Subcontractors, and Agents. Business Associate represents and warrants

                             that its employees and agents will be specifically advised of, and shall comply with the

                             requirements of this Addendum. Business Associate shall obtain and maintain, in full

                             force and effect, a binding contract (containing the terms and conditions of this

                             Addendum) with each of its agents, subcontractors, and consultants who will have access

                             to PHI of Health Care Provider.



                  3.6        Accounting for Disclosures.



                             3.6.1      Accounting by Business Associate. Business Associate agrees to document the

                                        disclosures of PHI, as well as such other information related to the disclosure as

                                        would be required for Health Care Provider to respond to a request by an

                                        individual for an accounting of disclosures of PHI in accordance with 45 C.F.R.

                                        §164.528. Business Associate also agrees to provide Health Care Provider, in a

                                        time and manner designated by Health Provider, information collected in

                                        accordance with this subsection 3.6 sufficient to allow Health Care Provider to

                                        respond to a request by an individual for an accounting of disclosures of PHI in

                                        accordance with 45 C.F.R. §164.528.



                             3.6.2      Recordkeeping. Business Associate agrees to implement a recordkeeping system

                                        sufficient to enable it to comply with the requirements of this subsection 3.6.



                  3.7        Privacy Practices. Business Associate acknowledges that Health Care Provider has

                             provided it with a copy of its Notice of Privacy Practices. Business Associate agrees to

                             comply with the practices set out in the Notice of Privacy Practices, to the extent that the

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                             practices would apply to Health Care Provider if it were performing Business Associate's

                             functions, and will utilize as appropriate Health Care Provider's form documents. Health

                             Care Provider reserves the right to change the applicable privacy practices and related

                             documents at any time. To the extent that any change affects the duties and obligations of

                             Business Associate under this Addendum or the Agreement, Business Associate will

                             implement the change within 10 days of receipt of written notice thereof.



                  3.8        Revocation or Modification of Consumer Permission. Health Care Provider shall

                             provide Business Associate with any change in, or revocation of, permission by an

                             individual to use or disclose PHI, if the change affects Business Associate's permitted or

                             required uses and disclosures.



                  3.9        Consumer Restrictions on Uses and Disclosures. Health Care Provider shall notify

                             Business Associate of any restriction on the use or disclosure of PHI in the possession of

                             Business Associate, which restriction Health Care Provider has agreed to in accordance

                             with 45 C.F.R. §164.522.



                  3.10       Availability of Books and Records. Business Associate shall make its procedures,

                             books, and records relating to the use and disclosure of PHI available to Health Care

                             Provider, or at the request of Health Care Provider to the Secretary, in a time and manner

                             designated by Health Care Provider or the Secretary, for the purpose of determining

                             Health Care Provider's compliance with the Privacy Standards. The provisions of this

                             section of this subsection 3.10 shall survive termination of this Agreement.



                  3.11       Notice of Request for PHI. Business Associate shall notify Health Care Provider within

                             two (2) business days of receipt of any request, subpoena or other legal process to obtain

                             PHI or an accounting of PHI. Health Care Provider, in its discretion, shall determine

                             whether Business Associate may disclose PHI pursuant to the request, subpoena, or other

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                             legal process. Business Associate agrees to cooperate fully with Health Care Provider in

                             any legal challenge initiated by Health Care Provider in response to a request, subpoena,

                             or other legal process. The provisions of this subsection 3.11 shall survive termination of

                             this Agreement.



                  3.12       Proper Management and Administration of Business Associate.



                             3.12.1 Permissible Uses. Except as otherwise limited in this Addendum, Business

                                        Associate may use PHI for the proper management and administration of its

                                        business or to carry out its legal responsibilities.



                             3.12.2 Permissible Disclosures. Except as otherwise limited in this Addendum,

                                        Business Associate may disclose PHI for the proper management and

                                        administration of Business Associate, provided that the disclosures are required

                                        by law or that Business Associate obtains reasonable assurances from the person

                                        to whom the information is disclosed that it will remain confidential and be used

                                        or further disclosed only as required by law or for the purpose for which it was

                                        disclosed to the person, and that the person will notify Business Associate of any

                                        instances of which it is aware in which the confidentiality of the information has

                                        been breached.




                  3.13       Data Aggregation. Except as otherwise limited in this Addendum, Business Associate

                             may use PHI to provide Data Aggregation services to Health Care Provider as permitted

                             by 42 C.F.R. § 164.504(e)(2)(i)(B).



                  3.14       Access to Records in a Designated Record Set. At the request of Health Care Provider

                             and in the time and manner designated by Health Care Provider, Business Associate shall

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                             provide access to PHI in a Designated Record Set to Health Care Provider or as directed

                             by Health Care Provider, to an individual in order to meet the requirements of 45 C.F.R.

                             § 164.524.



                  3.15       Amendment of Records in a Designated Record Set. At the request of Health Care

                             Provider and in the time and manner designated by Health Care Provider, Business

                             Associate shall make any amendment to PHI in a Designated Record Set that the Health

                             Care Provider directs or agrees to pursuant to 45 C.F.R. § 164.526.



        IV.       Termination.


                  4.1        Termination Upon Breach. Any other provision of this Addendum or the Agreement

                             notwithstanding, the Agreement (and this Addendum except for provisions which survive

                             termination) may be terminated by Health Care Provider upon 5 business days written

                             notice to Business Associate in the event that Business Associate breaches any provision

                             in this Addendum that relates to PHI and the breach is not cured within the five (5) day

                             notice period provided, that in the event termination is not feasible in Health Care

                             Provider's sole discretion, Health Care Provider shall have the right to report the breach

                             to the Secretary (giving notice of the report to Business Associate), which continuing

                             under this Addendum and the Agreement.


                  4.2.       Return or Destruction of PHI upon Termination.


                             4.2.1      Return Requirement. Upon termination, Business Associate shall either return

                                        or destroy, at the option of Health Care Provider, all PHI received from Health

                                        Care Provider, or created or received by Business Associate on behalf of Health

                                        Care Provider and which Business Associate maintains in any form. Business

                                        Associate shall not retain any copies of PHI.



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                             4.2.2.     Retention of PHI. Notwithstanding the foregoing, to the extent Health Care

                                        Provider determines that it is not feasible to return or destroy PHI, Business

                                        Associate and Health Care Provider shall execute a written agreement which sets

                                        out the conditions that make return or destruction infeasible, and in which

                                        Business Associate further agrees to (a) extend the protections of this Addendum

                                        to the PHI only for those purposes that make the return or destruction infeasible,

                                        and use and disclose it only for such purposes, and (b) extend all the terms and

                                        provisions of this Addendum relating to the PHI so that such terms or conditions

                                        survive termination of this Addendum.



                             4.2.3      Applicability Post Termination. The provisions of this subsection 4.2 shall

                                        apply, to the same extent that it applies to Business Associate, to PHI that is in

                                        the possession of agents of Business Associate.



                             4.2.4      Health Care Provider's Right to Cure. At the expense of Business Associate,

                                        Health Care Provider shall have the right to cure (before or after termination) any

                                        breach of Business Associate's obligations under this Addendum. Health Care

                                        Provider shall give Business Associate notice of its election to cure a breach and

                                        Business Associate shall cooperate fully in the efforts by Health Care Provider to

                                        cure. All requests for payment incurred by Health Care Provider in connection

                                        with the cure shall be paid within 30 days of Business Associate's receipt of

                                        request for payment.


                             4.2.5      Survival. The provisions of this Article IV shall survive the termination of this

                                        Addendum and the Agreement.




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        V.        Miscellaneous.


                  5.1        Indemnification. Business Associate agrees to indemnify and hold Health Care Provider

                             and its officers, directors, employees, and agents harmless from and against any and all

                             loss, liability, or damages, including reasonable attorneys' fees, arising out of or in any

                             manner occasioned by a breach of any provision of this Addendum by Business

                             Associate, its employees and agents, without regard to any limitation or exclusion of

                             damages provision otherwise set forth in the Agreement.


                  5.2        Injunction. Business Associate agrees that Health Care Provider will suffer irreparable

                             damage if Business Associate breaches this Addendum and that the damages will be

                             difficult to quantify.             Business Associate further agrees that this Addendum is

                             enforceable before and after termination by a decree of specific performance, which

                             remedy shall be cumulative, not exclusive and shall be in addition to any other remedy,

                             which Health Care Provider may have.

                  5.3        Authorization for Addendum. Each party represents and warrants that the execution

                             and performance of this Addendum by it has been duly authorized by all necessary

                             corporate action and that this Addendum constitutes its valid and enforceable obligations

                             in accordance with its terms.


                  5.4        Applicable Law. In the event of a change in federal, state or local law, which in Health

                             Care Provider's reasonable judgment, materially and adversely affects the manner in

                             which either party is required to perform under the Agreement or this Addendum, the

                             parties shall immediately amend this Addendum to comply with the change.


                  5.5        Interpretation. Notwithstanding any other provision of this Addendum, any ambiguity

                             that may require an interpretation of the Standards, shall be resolved in favor of a

                             meaning that permits Health Care Provider to comply with the Standards, including

                             without limitation those standards relating to preemption of state law.

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                  In Witness Whereof, Health Care Provider and Business Associate have caused this Addendum

        to be duly executed as of the effective date.




        HEALTH CARE PROVIDER                                                       BUSINESS ASSOCIATE
        (Detroit Area Agency on Aging)                                             (                                 ____)
                                                                                         Applicant Agency Name
        By: ________________________________                                     By: ____________________________________
                  (Paul Bridgewater)

        Its ____President and CEO______________                                  Its:_____________________________________




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