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AMENDMENT VII TO PROFESSIONAL SERVICES CONTRACT rd THIS AMENDMENT is made to the Professional Services Contract as of the os day of December , 2014 in the Territory of the Virgin Islands, by and between the GOVERNMENT OF THE VIRGIN ISLANDS, DEPARTMENT OF PROPERTY AND PROCUREMENT on behalf of the DEPARTMENT OF HUMAN SERVICES whose address is 1303 Hospital Ground, Ste 1, St. Thomas, United States Virgin Islands 00802 (hereinafter "DHS" or "Government") and MERCER HEALTH AND BENEFITS, LLC, (hereinafter “Mercer” or "Contractor"). WITNESSETH WHEREAS, the Virgin Islands Department of Health ("DOH") and Alicia Smith and Associates, LLC ("ASA") entered into Contract for Professional Services Number PC-DH- 046-2009 (herein referred to as the "Contract") on January 30, 2009 to provide technical assistance to optimize the Medicaid and CHIP programs by enhancing program benefits and services while leveraging available federal funding; WHEREAS, pursuant to Contract No. PC-DH-123-2009 approved by the Governor on September 30, 2009, the parties executed Amendment 1 to add services and extended the terms of the contract to expire January 29, 2011; and WHEREAS, pursuant to Contract No. PC011DOH11 approved by the Governor on November 26, 2010, the parties executed Amendment II to add services and increase the compensation under the contract; and WHEREAS, pursuant to Contract No. PC064D0OH11 approved by the Governor on January 28, 2011, the parties executed Amendment III to add services, increase the compensation under the contract and extend the term of the contract to expire on June 20, 2012; and WHEREAS, pursuant to Contract No. PC061DOH12 approved by the Governor on April 17, 2012, the parties executed Amendment IV to add services, increase the compensation under the contract and extend the term of the contract to expire on June 20, 2013; and WHEREAS, the Medical Assistance Program was transferred from the Department of Health to the Department of Human Services (“DHS”) on October 1, 2012 pursuant to Act No. 7441 and DHS assumed management and oversight of the work performed by Mercer under the contract and amendments.; WHEREAS, pursuant to Contract No. PC121DHS13 approved by the Governor on June 24, 2013, the parties executed Amendment V to add services, increase the Se Se Amendment VII to Mercer Health and Benefits LLC contract SS Page 1 PC015DHsS15°™ compensation under the contract and extend the term of the contract to expire on September 30, 2014. WHEREAS, pursuant to Contract No. PCO99DHS14 approved by the Governor on May 15, 2014, the parties executed Amendment VI to add services, increase the compensation and extend the term of the contract to expire on December 31, 2014. WHEREAS, the Government continues to need the services of a Contractor to provide strategic planning, contract development, systems support, and policy guidance; to assist in the readiness and implementation of a new Eligibility and Enrollment System, to assist with the reorganization of the clinics and the Federally Qualified Health Centers (FQHCs) to provide care coordination; to assist in the creation of a policy manual on fiscal guidance; to assist in the implementation of the Electronic Health Records (EHR) process; to secure enhanced federal funding to implement ICD-10 and other modifications to the Medicaid Management Information System (MMIS); and to provide General Consultancy and Technical Assistance as requested. These duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; Whereas, DHS and Contractor have agreed that the term of the contract needs to be extended, the scope of services need to be expanded and the corresponding compensation for both the existing and the new expanded services and tasks needs to be increased; WHEREAS, DHS and Contractor agree to perform the functions, duties and obligations as agreed in the contract; WHEREAS, The Scope of Work described in the Contract and Amendments I, II, III, IV, V and VI is incorporated by reference; WHEREAS, the Contractor represents that it is willing and capable of providing such services. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows; 1; The term of the Contract is extended to December 31, 2015. Bi The parties agree to increase the Contractor’s rate from three hundred dollars ($300) per hour to three hundred fifteen dollars ($315) per hour. The parties agree to increase the compensation by EIGHT HUNDRED EIGHTY-TWO THOUSAND AND NO/CENTS ($882,000.00) in consideration of the satisfactory performance of the services performed in this Amendment VII. In addition, the Government of the United States Virgin Islands agrees to compensate the Contractor —_—_—_——— ee RR SSeS RE Amendment VII to Mercer Health and Benefits LLC contract PCO15D 4 S 15 Page 2 for travel expenses in an amount not to exceed THIRTY-EIGHT THOUSAND DOLLARS and NO/CENTS ($38,000.00) for a total contract value not to exceed NINE HUNDRED TWENTY THOUSAND DOLLARS and NO/CENTS (920,000.00). The total amount paid to Contractor under the original contract and amendments | through VII are not to exceed the sum of FIVE MILLION FOUR HUNDRED AND TWO THOUSAND, ONE HUNDRED AND TEN DOLLARS and NO CENTS ($5,402,110). 2. Except as expressly amended in this Amendment VII of Professional Services Contract, all terms and provisions of Professional Services Contract PC-DH-046-2009; Amendment 1 PC-DH-123-2009; Amendment II PC011DOH11; Amendment _ III PC064D0H11; Amendment IV PC061D0H12; Amendment V PC121DHS13 and Amendment VI PC 099DHS14 remain in full force and effect. 3 Contractor shall include Government as an additional named insured in its general liability insurance. 4. This Amendment of Contract for Professional Services is subject to the appropriation and availability of funds and the approval of the Governor of the Virgin Islands. 5. Addendum | — Scope of Services is expanded herein, as follows: PROJECT MANAGEMENT For each task, the contractor shall provide technical expertise as part of the development of the deliverables noted below. The tasks to be performed shall address the following priorities: 1. The completion of the procurement of a new integrated Eligibility and Enrollment System. (December 2015) 2. The organization of the clinics operated by the Department of Health and the FQHCs to provide Care Coordination, including opportunities for federal reimbursement. (October 2015) 3. The creation of a policy manual detailing fiscal guidance in accordance with the Centers for Medicare and Medicaid Services (CMS) federal claiming standards and institutionalize the Certified Public Expenditure (CPE) claiming process (whether internally or with a contractor). (January 2015) 4. The implementation of the EHR project. (2015) 5. The continued development of the MMIS through 1) the updates to and implementation of series of CMS-approved Implementation Advanced Planning re Amendment VII to Mercer Health and Benefits LLC contract PC 015D 4 ' 15 Page 3 1S Documents (IAPDs) including the ICD-10 project; and 2) the migration of the MMIS from HealthPas 4.7 to HealthPas 5.0. (October 2015) Hospital rate-setting (November 2014). Medicaid Expansion (Phase III and IV). (2015) A revised Medicaid Eligibility Policy Manual. (January 2015) The development of an Alternative Benefit Plan (ABP) State Plan Amendment to accompany the expansion of Medicaid to the “newly eligible” single adults in Expansion Phase IV. (2015) 10.The development of enhanced Medicaid claiming for Inpatient Psychiatric services. (October, 2015) 11. General consulting as directed by DHS including, State Plan development, CPE Claiming, and CMS Compliance. (Ongoing) oO ON 1. NEW ELIGIBILITY AND ENROLLMENT SYSTEM (800 hours) Contractor shall work with the Government, its agencies, and other designated stakeholders on the completion of the procurement activities related to the new eligibility system. The contractor will: Assist in the process to procure an integrated replacement eligibility system that will satisfy the CMS Seven Standards and Conditions to access enhanced federal funding (90%); Develop Project Management and Independent Verification RFPs and contracts as directed by the DHS; Assist in the implementation of the activities described in IAPD; Support the Government in negotiations with vendors; Support the Government as needed in internal meetings and discussions with CMS. PC075 Amendment VII to Mercer Health and Benefits LLC contract - Page 4 The following timeline represents the current plan to acquire a new Eligibility and Enrollment system. This timeline is dependent on the timely performance of required activities by the government of the United States Virgin Islands, the vendor, and CMS to implement the new system by the December 2015 deadline in order to qualify for the 90/10 federal match. 9/ 14 10/ 14 11/ 14 12/ 14 1/ 15 2/ 15 3/ 15 4/ 15 5/ 15 6/ 15 7/ 15 8/ 15 9/ 15 10/ 15 11/ | 12/ 15 15 Phase 1 Release RFPs X X Phase 2 Evaluate Bidder Responses Phase 3 Negotiate and Award Contracts Phase 4 DDI for Proposed Solution Phase 5 Implementation Contract Modification as needed 2. CARE COORDINATION (100 hours) Contractor shall work with the Government, its agencies, and the clinics in the creation of a system of Care Coordination for the Medicaid population. The contractor will: e Help organize stakeholder communication on the new doctor referral process; e Assist in responding to questions from hospitals and clinics; e Assist in determining the policy for member assignment; e Participate in the configuration of the required MMIS system changes to implement the new model; Amendment VII to Mercer Health and Benefits LLC contract Develop the service agreements as required; Determine the per member per month rate to be paid to support care coordination activities; and Provide subject matter expertise on issues that could arise from newly organized referral process. 3. FISCAL POLICY MANUAL (50 hours) Contractor will work with the Government and its agencies on a policy manual that provides guidance on fiscal policy issues in accordance with CMS federal claiming standards. The contractor will: Create a policy manual with guidance from the Federal and the government of the United States Virgin Islands and its agencies; Provide staff training on federal claiming and reporting. Provide technical support for ongoing federal claiming for CPEs and other non-CPE claims; Assist in CMS communications, and; Document and develop policy and procedures on the CPE claiming process either internally or with the designated Government contractor. 4. Electronic Health Records (EHR) (50 hours) Contractor will: Assistance with the revisions of the State Medicaid HIT Plan (SMHP); Support Department for coordination with CMS, the Office of the National Coordinator (ONC), Molina Healthcare, Inc., and the Regional Extension Center for EHR implementation; Assist with the creation of the necessary processes for EHR program implementation; and Research and consult with the Government on national standards for its Health Information Exchange (HIE) system. 5. MMIS Updates (100 hours) Mercer assisted the Department in 2014 in the development of an IAPD to fund the deployment of the new ICD-10 diagnosis codes in the MMIS. Based on action by i errr renee renee Amendment VII to Mercer Health and Benefits LLC contract PC0150¥ § R5 Page 6 Congress, the implementation date was delayed from October 2014 to October 2015. The congressionally mandated delay has caused the Department to re-evaluate its strategy for the upgrade of the MMIS. The system is hosted by the partner state - West Virginia. West Virginia is not able to wait until October 2015 to upgrade that system from the Molina-operated HealthPas 4.7 to HealthPas 5.0. Therefore, the United States Virgin Islands MMIS will also migrate to HealthPas 5.0 during calendar year 2015. This migration will include the implementation of ICD-10. An updated IAPD will need to be prepared to secure the enhanced federal match (90%) for migration to HealthPas 5.0. (October 2015). 6. Hospital Rate-Setting (100 hours) Mercer will perform an analysis using the latest 2012 audit cost data to update the interim Medicaid inpatient and outpatient rates at Juan Luis and Roy L. Schneider hospitals and obtain CMS approval to implement the updated interim rates (October 2014) 7. Medicaid Expansion - Phase III and IV (300 hours) o Mercer has assisted the DHS in two rounds of Medicaid Expansion that have significantly increased the total enrollment in the Medicaid program. The expansions featured an increase in the income limits for children, parents, and pregnant women, express lane eligibility for children, and a new mail-in application process for client outreach based on SNAP data. In Phase III Mercer will assist the DHS in securing federal approval for a series of state plan amendments that will move the United States Virgin Islands to compliance with the Modified Adjusted Gross Income (MAGI) methodology based on gross income test and a United States Virgin Islands Poverty Level (USVIPL). (January 2015) In Phase IV Mercer will assist the United States Virgin Islands in the addition of the “newly eligible” single adults. SDHSTO. Amendment VII to Mercer Health and Benefits LLC contract Page 7 8. Medicaid Eligibility Policy M 1(50 hours) e As Medicaid in the United States Virgin Islands has enjoyed a successful expansion and is moving to MAGI compliance, Mercer has assisted in the preparation of ad-hoc training presentations for the staff in the Medical Assistance Program (MAP). e However, the current Medicaid Eligibility Policy Manual that provides step-by-step guidance to staff for the determination of Medicaid eligibility is now increasingly out of date. Mercer will work with MAP staff to publish a new comprehensive Eligibility Policy Manual that will capture the entire program changes described to date and present a format that can be easily updated in the future. (November 2015) 9. Al i P h e The Affordable Care Act (ACA) requires each state and territory to prepare a comparative analysis of the coverage to be provided to the “newly eligibles to one of the benchmark standards identified in the ACA. This Alternative Benefit Plan or ABP must be submitted to and approved by CMS prior to the expansion of Medicaid eligibility to the single adults. e Based on the work that Mercer has already performed for Puerto Rico and other state clients, Mercer will prepare a benefit comparison that will demonstrate to CMS that the United States Virgin Islands Medicaid State Plan will meet the benchmark comparative standards with the options laid out in the ACA. Any services identified in the preliminary gap analysis will be identified and submitted to the Department with the accompanying State Plan Amendments to secure federal approval. (April 2015) e Mercer will prepare a step-by-step guide to make claiming for these services a routine operation for the medical and financial staff at DHS (October, 2015). PCOISDy Amendment VII to Mercer Health and Benefits LLC contract Page 8 e The Contractor will be available to provide general consultancy and technical assistance on policy and operational issues related to the Medicaid program as directed by DHS. The Contractor will document the scope of each new activity for DHS approval prior to beginning work. Please note: The projected costs and hours required for each of the individual projects listed above may be reallocated depending on the level of effort required for their successful completion. However, any such re-allocation will not result in any additional cost for DHS. Project Team: Marcia Morgan will provide oversight for all contract related activities. The Contractor’s team will also include David Parrella, Jason Coleman, Bill Lasowski, and Monica Adibe. The composition of the team may vary based on the specific expertise required by each task. In some instances additional team members may be added as required, subject to approval by DHS. Any of these potential staffing changes will not require any additional financial commitments by DHS. On-Site Work and Travel: Contractor shall spend time in the United States Virgin Islands when directed by DHS for the following: 1. Eligibility and Enrollment System a. Planning and strategy discussions with the Government b. Facilitation/support of negotiations with potential vendors/partners c. Bidder’s conference/Implementation 2. Care Coordination a. Stakeholder communication on new doctor referral process b. Facilitate new configuration of MMIS system 3. Fiscal Policy Manual a. Staff training on correct processes for federal claiming b. Test audits to assure fiscal accountability 4. Electronic Health Records a. Work with the EHR contractor, DHS staff, and providers to implement the EHR process 5. General Consultancy and Technical Assistance PCOISDHSI5 a ae Amendment VII to Mercer Health and Benefits LLC contract Page 9 a. Provide general consulting and technical assistance on federal laws, regulations, and policies and program and financial operational issues and procedures. Travel B et - $3 IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: p04) 14 commons safe _ / { ay ——"f Y as Avbcsshalthge: Bar Z IEP, / ta ; Christopher Finch Date Commissioner 4 AS Department of ed J IM in ff Leaf! ld LV pdlewed _ZZ ki / ka A. Millin Maduro Date / . Commissionér ‘ ff, [ Department of Property & Procurement Ve A aa (6 -26-lf ‘ / L Marcia Morgan, Partner , Date Contractor Mercer Health and Benefits, LLC APPROVED: pa Re 12)3[20) to P. dejo iP. Sl opety Jr. Da Approved for Legal Sufficiency Le of J Ld, By: td Ye {2 Sa7F Vineent Cleo Date orney General Contract No.: PCOI5DHS1 5 Amendment VII to Mercer Health and Benefits LLC contract Page 10 Mio AMENDMENT VI TO PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT is made to the Professional Services Contract as of the iS day of Nia) , 2014 in the Territory of the Virgin Islands, by and between the GOVERNMENT OF THE VIRGIN ISLANDS, DEPARTMENT OF PROPERTY AND PROCUREMENT on behalf of the DEPARTMENT OF HUMAN SERVICES whose address is 1303 Hospital Ground, Ste 1, St. Thomas, United States Virgin Islands 00802 (hereinafter "DHS" or “Government") and MERCER HEALTH AND BENEFITS, LLC, (hereinafter "Mercer" or "Contractor"). WITNESSETH WHEREAS, the Virgin Islands Department of Health ("DOH") and Alicia Smith and Associates, LLC ("ASA") entered into Contract for Professional Services Number PC-DH- 046-2009 (herein referred to as the "Contract") on January 30, 2009 to provide technical assistance to optimize the Medicaid and CHIP programs by enhancing program benefits and services while leveraging available federal funding; WHEREAS, pursuant to Contract No. PC-DH-123-2009 approved by the Governor on September 30, 2009, the parties executed Amendment 1 to add services and extended the terms of the contract to expire January 29, 2011: and WHEREAS, pursuant to Contract No. PC011DOH11 approved by the Governor on November 26, 2010, the parties executed Amendment II to add services and increase the compensation under the contract; and WHEREAS, pursuant to Contract No. PC064DOH11 approved by the Governor on January 28, 2011, the parties executed Amendment Ill to add services, increase the compensation under the contract and extend the term of the contract to expire on June 20, 2012; and WHEREAS, pursuant to Contract No. PCO61DOH12 approved by the Governor on April 17, 2012, the parties executed Amendment IV to add services, increase the compensation under the contract and extend the term of the contract to expire on June 20, 2013; and WHEREAS, the Medical Assistance Program was transferred from the Department of Health to the Department of Human Services (“DHS”) on October 1, 2012 pursuant to Act No. 7441 and DHS assumed management and oversight of the work performed by Mercer under the contract and amendments.; WHEREAS, pursuant to Contract No. PC121DHS13 approved by the Governor on June 24, 2013, the parties executed Amendment V to add services, increase the Pco99gDdDnS 14 mer compensation under the contract and extend the term of the contract to expire on September 30, 2014. WHEREAS, DHS and Contractor have agreed that the term of the contract needs to be extended, the scope of services need to be expanded and the corresponding compensation for both the existing and the new expanded services and tasks needs to be increased; WHEREAS, DHS and Contractor agree to perform the functions, duties and obligations as agreed in the contract; WHEREAS, The Scope of Work described in the Contract and Amendments 1, H, TL, IV, and V is incorporated by reference; WHEREAS, the Government is in need of the services of a Contractor to provide strategic planning, contract development, systems support, and policy guidance; to assist in the readiness and implementation of a new Eligibility and Enrollment System, to assist with the reorganization of the clinics and the federally qualified health centers into Medical Homes, to assist in the creation of a policy manual on fiscal guidance, to assist in the implementation of the Electronic Health Records process, and to provide General Consultancy and Technical Assistance as requested. These duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto. WHEREAS, the Contractor represents that it is willing and capable of providing such services. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows; 1. The term of the Contract is extended to December 31, 2014. pas The Contractor shall be paid at a rate of $300 per hour inclusive of all costs except travel. In no event, shall the additional compensation for the services set forth in this Amendment VI exceed Seven Hundred Seventy Six Thousand Seven Hundred Dollars and No Cents ($776,700.00). In addition, Government agrees to compensate Contractor for travel costs. Travel costs shall be limited to Fifty Thousand Dollars and No Cents ($50,000.00). In no event, shall the total compensation paid to Contractor under this Amendment VI exceed Eight Hundred Twenty Six Thousand Seven Hundred Dollars and No Cents ($826,700.00). Additionally, in no event shall the total amount paid to Contractor under the original contract and amendments | through VI exceed the sum of Four Million Four Hundred Eighty Two Thousand One Hundred and Ten Dollars and No Cents ($4,482,110.00). mendment VI to Mercer Health and Benefits LLC contract } : Page 2 PcoggdHsi4 Mam Be Except as expressly amended in this Amendment VI of Professional Services Contract, all terms and provisions of Professional Services Contract PC-DH-046-2009; Amendment 1 PC-DH-123-2009; Amendment I! PC011DOH11; Amendment Ill PC064DOH11; Amendment IV PC061D0OH12; and Amendment V PC121DHS13 remain in full force and effect. 4. Contractor shall include Government as an additional named insured in its general liability insurance. 5. This Amendment of Contract for Professional Services is subject to the appropriation and availability of funds and the approval of the Governor of the Virgin Islands. 6. Addendum | - Scope of Services is expanded herein, as follows: PROJECT MANAGEMENT The Contractor shall build a work plan that lays out the tasks associated with this project, and the time and effort associated with these tasks. Once the "baseline" work plan is fully developed and finalized, updates to the plan and a "dashboard" report - which will include progress and potential risks associated with the project - will be provided to BHIMA on a monthly basis. For each task, the Contractor shall provide technical expertise as part of the development of the deliverables as noted below. The tasks to be performed shall address seven main goals: i The procurement (under a state partnership) readiness and implementation of a new Eligibility and Enrollment System for Medicaid enrollees Zi The organization of the clinics operated by the Department of Health and the Federally Qualified Health Centers (FQHCs) under a Medical Home model for patient referrals, including opportunities for federal reimbursement (i.e. Care Coordination Model). 3 The creation of a policy manual detailing fiscal guidance in accordance with CMS federal claiming status and finish the reconciliation process and institutionalize the CPE claiming process (whether initially or with a contractor). 4, The implementation of the Electronic Health Records (EHR) project. 5. The continued development of the Medicaid Management Information System (MMIS) through a series of Implementation Advanced Planning Documents (IAPDs) in response to federal mandates and local initiatives. Amendment VI to Mercer Health and Benefits LLC contract Page 3 pcoggonsi4 mem 6. State Plan development and analysis to support the further expansion of the Medicaid program in the United States Virgin Islands. 7. General consulting as directed by the Department of Human Services. 1. NEW ELIGIBILITY T TEM Contractor shall work with the Government, its agencies, State Partners, and other designated stakeholders on procurement activities related to the new eligibility system. The contractor will: e Finalize the strategy for partnering with another state to implement an integrated replacement eligibility system that will satisfy the CMS Seven Standards and Conditions to access enhanced federal funding (90%). e Develop of amend Memorandums of Understanding (MOUs) with state partners as necessary. e Develop Project Management and Independent Verification RFPs and contracts as directed by the Department of Human Services e Develop the Implementation Advanced Planning Document (IAPD) e Participate in the Design, Development, and Implementation (DDI) of the transfer solution, including the configuration of the preferred solution to meet the needs of the Territory e Support in government negotiations with vendors/partners e Assist in modifying contract(s)/agreements as needed e Support Government as needed in internal meetings and discussions with CMS The following timeline represents the most expedient way to acquire a new Eligibility and Enrollment system using 90/10 federal matching funds. TIMELINE WITHOUT A PROCUREMENT 16 Months to acquire a/1/!2;3 415/6|7/'8)9 10} 11/12 13 |14]15] 16 new system with 90/10 match rate Phase 1 Strategy and Planning Phase 2 Develop MOUs Xi xX Phase 3 Develop RFPs X|X|X Phase 4 Develop IAPDs X|X| X Phase 5 DDI of transfer solution Contract Modification as x!ixlx needed Amendment VI to Mercer Health and Benefits LLC contract Page 4 pcoggDNsi4 mom CREATION OF MEDICAL HOMES Contractor shall work with the Government, its agencies, and the clinics in the creation of Medical Homes under a Care Coordination Model. The Contractor will: Help organize stakeholder communication on the new doctor referral process Assist in responding to questions from hospitals and clinics Assist in determining the policy for member assignment Participate in the configuration of the required MMIS system changes to implement the new model Develop the necessary State Plan Amendments Determine the per member per month rate to be paid to support care coordination activities Provide subject matter expertise on issues that could arise from newly organized referral process Fi POLICY MANUAL Contractor will work with the Government and its agencies on a policy manual that provides guidance on fiscal policy issues in accordance with CMS Federal claiming standards. The Contractor will: @ 4. Create a policy manual with guidance from the Government and its agencies Provide staff training on the corrected processes to facilitate federal claiming and reporting Participate in test audits to assure fiscal accountability Provide technical support for the final reconciliation of past federal claiming and certified public expenditures Assist in CMS communications Complete the reconciliation process and assist in negotiations with CMS Document and develop policy and procedures on the CPE claiming process ELECTRONIC HEALTH RECORDS (EHR) Contractor will work with the Government and its agencies to: Provide assistance with the creation of the Electronic Health Records, EHR, Implementation Advanced Planning Document (IAPD) Provide assistance with the revisions of the State Medicaid Health Information Technology Plan (SMHP) Support the Government with coordination with CMS, Office of the National Coordinator and the Regional Extension Center for EHR implementation Tee Amendment VI to Mercer Health and Benefits LLC contr, tb 0990 nSi14 Page 5 mir e Assist with the creation of the necessary processes for EHR program implementation e Research and consult with the Government on national standards for its Health Information Exchange (HIE) system 5. GENERAL CONSULTANCY AND TECHNI ASSISTANCE The Contractor will be available to provide general consultancy and technical assistance on policy and operational issues related to the Medicaid program as directed by DHS. The Contractor will document the scope of each new activity for DHS approval prior to beginning work. A distinct task within this category of services is the development of the necessary Implementation Advanced Planning Documents (IAPDs) to bring the USVI Medicaid Management Information System (MMIS) into compliance with federal mandates and local initiatives including but not limited to: e ICD-10 - International Classification of Diseases - 10th Edition e TMSIS - Transformed Medicaid Statistical Information System e CAQH - Council for Affordable Quality Health Care e Care Coordination Model Project Team: Marcia Morgan will provide oversight for all contract related activities. The Contractor's team will also include David Parrella, Jason Coleman, Bill Lasowski and Monica Adibe. On-Site Work and Travel: Contractor shall spend time in the Virgin Islands when directed by DHS for the following: L. Eligibility and Enrollment System a. Planning and strategy discussions with the Government b. Facilitation/support of negotiations with potential vendors/partners C. If procurement option is pursued - bidder's conference, facilitation of bid evaluations, discussions with the Government 2. Creation of Medical Homes a. Stakeholder communication on new doctor referral process b, Facilitate new configuration of MMIS system 3. Fiscal Policy Manual a. Staff training on correct processes for federal claiming b. Test audits to assure fiscal accountability 4, Electronic Health Records a. Work with the EHR Contractor, DHS staff and providers to implement the EHR process a. General Consultancy and Technical Assistance a. Provide general consulting and technical assistance on Federal laws, regulations, policies and program and financial operational issues and procedures. Amendment VI to Mercer Health and Benefits LLC contract Page 6 Pcoggnnsi4 mil 6 Assistance with Other IAPDs to meet Federal Mandates a Assist VI staff in the preparation of IAPDs for Federal mandates and local initiatives IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written WITNESSES GOVERNMENT OF THE VIRG ISLANDS LF Chore Brac pas Li lal4 Christopher Finch Daté Commissioner Cee of Human Services bal | Vw {\ LU flood Aly ie A. re lin Maduro # Commiss ner Department of Property & Procurement Mp (Nb Tl — po s_f-l¢ Marcia Morgan, Partner / Date Contractor Mercer Health and Benefits, LLC ish Date i ci |P. de io Approved for Legal Sufficiency Dep. of Justice By ig { | a fib ial i i sh lt Vincent F Fravie? Date Attorney Genera! Contract No Amendment VI to Mercer Health and Benefits LLC contract pcoggonsi4 MM AMENDMENT V TO PROFESSIONAL SERVICES CONTRACT THIS AMENDMENT is made to the Professional Services Contract as of the Ly’ bey of Sund, 2013 in the Territory of the Virgin Islands, by and between the GOVERNMENT OF THE VIRGIN ISLANDS, DEPARTMENT OF PROPERTY AND PROCUREMENT on behalf of the DEPARTMENT OF HUMAN SERVICES whose address is 1303 Hospital Ground, STE. 1, St. Thomas, United States Virgin Islands 00802 (hereinafter “DHS” or “Government”) and MERCER HEALTH AND BENEFITS, LLC, (hereinafter “Mercer” or “Contractor’”). WITNESSETH: WHEREAS, the Virgin Islands Department of Health (“DOH”) and Alicia Smith and Associates, LLC (“ASA”) entered into Contract for Professional Services Number PC-DH-046- 2009 (herein referred to as the “Contract”) on January 30, 2009 to provide technical assistance to optimize the Medicaid and CHIP programs by enhancing program benefits and services while leveraging available federal funding; WHEREAS, pursuant to Contract No. PC-DH-123-2009 approved by the Governor on September 30, 2009, the parties executed Amendment I to add services and extended the terms of the contract to expired January 29, 2011; and WHEREAS, pursuant to Contract No. PC011DOH11 approved by the Governor on November 26, 2010, the parties executed Amendment II to add services and increase the compensation under the contract; and WHEREAS, pursuant to Contract No. PC064DOH11 approved by the Governor on January 28, 2011, the parties executed Amendment III to add services, increase the compensation under the contract and extend the term of the contract to expire on June 20, 2012; and WHEREAS, pursuant to Contract No. PC061DOH12 approved by the Governor on April 17, 2012, the parties executed Amendment IV to add services, increase the compensation under the contract and extend the term of the contract to expire on June 20, 2013; and WHEREAS, ASA assigned the Contract to Mercer pursuant to an Assignment of Contract. Whereas, the Medical Assistance Program was transferred from the Department of Health to the Department of Human Services on October 1, 2012 pursuant to Act No. 7441and DHS assumed management and oversight of the work performed by Mercer under the contract and amendments; wt PC121DHS13 WHEREAS, DHS and Contractor agree to perform the functions, duties and obligations as agreed in the contract; and WHEREAS, the Scope of Work described in the Contract and Amendments I, II, III and IV is incorporated by reference herein: and WHEREAS, the Government is in need of the services of a Contractor to provide strategic planning, contract development, procurement support and contract negotiation activities to continue the work on Health Care Reform and the implementation of the Affordable Care Act (ACA); to assist in staff training and the development of office policies and procedures and client education and outreach materials, to develop revised processes to expedite the processing of Medicaid claims; improvements in financial accounting to support federal claiming and compliance; as a subset of the activities to continue reiro-claiming activities as warranted to exhaust available Medicaid, CHIP or ARRA allotments; to implement a Medicaid Management Information System (MMIS): to assist in the planning for a new eligibility system; to assist with the management of the Pharmacy Benefits Manager (PBM) and improved administration of the Program’s drugs/pharmaceutical benefit, including expanding client eligibility for and payments from the Medicare Part D program; to implement and Electronic Health Records (EHR) program for eligible Medicaid providers: to assist DHS in designing, developing, and operationalizing optimal Medicaid and CHIP programs, by enhancing program benefits and services through the preparation of State Plan Amendments and waivers; to model program expansions by leveraging available federal funding. These duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached hereto; and WHEREAS, the work to be performed by Contractor under this contract is separate and distinct from the work performed under another contract for the Office of the Governor to develop a Health Information Exchange (HIX); and WHEREAS, the Contractor represents that it is willing and capable of providing such services. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows: — . The term of the Contract is extended to expire on September 30, 2014. i) This Amendment V of Contract for Professional Services is subject to the approval of the Governor of the Virgin Islands and subject to the availability and appropriation of funds. tad Except as expressly amended in this Amendment V of Professional Services Contract, all terms and provisions of Professional Services Number PC-DH-046-2009, Amendment | PC-DH-123-2009, Amendment II PCO1 1DOH11; Amendment III PC064DOH11 and Amendment IV PC061DOH12 remain in full force and effect. MRM PCP2IDHS13 4. Compensation. The Government in consideration of the satisfactory performance of the services described in Professional Services Contract Number PC-DH-046-2009, Amendment | PC-DH-123-2009, Amendment II PCO11DOH11; Amendment III PC064DOH11 and Amendment IV PC061DOH12 shall pay the Contractor at the hourly rate of $300 per hour for work performed on and after June 21, 2013. In no event shall the increased hourly payment for the services described in the contract and amendments referenced exceed the total compensation of ONE MILLION TWO HUNDRED FIFTY THOUSAND SIXTYAND NO/100 DOLLARS ($1,250,060.00) set forth in Amendment IV PC061DOHHS12, 5. Limitation of Liability: The aggregate liability of Mercer, its Affiliates and any officer, director or employee of Mercer and its Affiliates (“Mercer Parties”) to the Government of the Virgin Islands for any and all Losses arising out of or relating to the provision of any Services at any time by any of the Mercer Parties shall not exceed the greater of one and a half times the Compensation for the Services giving rise to such Loss and $100.000.00 Mercer shall have no liability for the acts or omissions of any third party (other than their subcontractors). A. In no event shall either Party or its Affiliates be liable in connection with this Agreement or the Services to the other Party, its Affiliates or any third party for any loss of profit or incidental, consequential, special, indirect, punitive or similar damages. The provisions of this Section shall apply to the fullest extent permitted by law. Nothing in this Section limiting the liability of a Party shall apply to any liability that has been finally determined by a court to have been caused by the fraud of such Party or criminal conduct on the part of either party to this agreement, including their Affiliates and any officer, director or employee or any third party (including any benefit plan, its fiduciaries or any plan sponsor. Notwithstanding any term or provision in this contract to the contrary, the limitation on contractor’s liability set out in subsection (A) of this section shall not apply in the event of gross negligence, reckless conduct, or willful misconduct on the part of contractor. B. For purposes of this Agreement “Loss” means damages, claims, liabilities, losses, awards, judgments, penalties, third party claims, interest, costs and expenses, including reasonable attorneys’ fees, whether arising under any legal theory including, but not limited to claims sounding in tort (such as for negligence, misrepresentation or otherwise), contract (whether express or implied), by statute, or otherwise, claims seeking any kind of damages and claims seeking to apply any standard of liability such as negligence, statutory violation or otherwise. C. Each of the parties acknowledges that the Compensation for the Services to be provided under this Agreement V and the Professional Services Contract Number PC- DH-046-2009, Amendment | PC-DH-123-2009, Amendment II PCOLIDOHI1: Amendment III PC064DOH11 and Amendment IV PC061DOHI12 reflects the allocation of risk set forth in this Section. MRM’ PCiz2idHSt3 IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. Wi :SSES: GOVERNMEN VIRG 1 ISLANDS as j™- a) é oO se ‘nal Ls Christopher E. Finch “ Date Commissioner DEPART OST OF HUM Ses Soy fl Aw. Pig Lyyin| A. Millin Maduro Date missioner ¢ 4 L>Y) DEPARTMENT OF PROPERTY AND PROCUREMENT CONTRACTOR , a = Mercer Health & Benefits, LLC — «1043 “/ = Date Marcia R. Morgan. Partner C \ Py deJoggh, Jr Date | Approved forLegal Sufficiency Department of Justice By: G 70-44 Date Contract No.: MRM Department Head's Initials / Date L-1b-13 Contractor’s Initials / Date PCI21DHS13 AMENDMENT IV TO PROFESSIONAL SERVICES CONTRACT THIS |JAMENQMENT is made to the Professional Services Contract as of the | 7 day of AOL _, 2042 in the Territory of the Virgin Islands, by and between the Government of the Virgin Islands, Department of Property & Procurement on behalf of the Department of Health whose address is 1303 Hospital Ground, Suite 10, St Thomas, United States Virgin Islands 00802 (hereinafter “DOH? or “Goverment”} and Mercer Health & Benefits LLC, (hereinafter “Mercer” or “Coniracter’). WITNESSETH: Whereas, Government and Alicia Smith & Associates, LLC (“ASA”) entered into Contract for Professional Services Number PC-DH-046-2009 {herein referred to as the “Contract”) on January 30, 2009 io provide technical assistance to optimize the Medicaid and CHIP programs by enhancing program benefits and services while leveraging available federal funding: Whereas, DOH and ASA, pursuant to Amendment | extended the term of the contract to January 29, 2011 and pursuant to Amendment |! expanded the scope of services and corresponding compensation for those expanded services; Whereas, Amendment Ii] extended the term of the Contract to June 30, 2012: Whereas, ASA assigned the Contract to Mercer pursuant to an Assignment of Contract. Whereas, DOH and Contractor have agreed that the term of the contract needs to be extended, the scope of services need to be expanded and the corresponded compensation for those expanded services and tasks needs to be increased: Whereas, DOH and Contractor agree to perform the functions, duties and obligations as agreed in the contract: Whereas, The Scope of Work described in the Contract and Amendments |, II, and Il is incorporated by reference here: WHEREAS, the Government is in need of the services of a Contractor to provide strategic planning, contract developmeni, procurement support and contract negotiation activities to continue the work on Health Care Reform and the implementation of the Accountable Care Act (ACA); to assist in staff training and the development of office policies and procedures and client education and outreach materials: io develop revised processes to expedite the processing of Medicaid claims; improvements in financial acceunting to support federal claiming and compliance; as @ subset of the activities, to continue retro-claiming activities as warranted to Program's drugs/pharmaceuticals benefit, including expanding client eligibility for and payments from the Medicare Part D program; to implement an Electronic Health Records (EHR) program for eligible Medicaid providers: to assist DOH in designing, developing, and operationalizing optimal Medicaid and CHIP programs, by enhancing program benefits and services through the preparation of Staite Pian Amendments and waivers: to model program expansions by Wn h2. /pwnds NUS y d “Redo DDHA\ leveraging available federai funding. These duties and responsibilities are more particularly described in Addendum | (Scope of Services) attached hereto; and Whereas, the work to be performed by Contractor under this contract is separate and distinct from the work performed under another contract for the office of the Governor to develop a Health Information Exchange HIX); and WHEREAS, ihe Coniractor represents that it is willing and capable of providing such services. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound by this written instrument, the parties hereto do covenant and agree as follows: 1. The term of the Contract is extended to June 20, 2013. 2. The Contractor shall be paid at the same rate of pay under Contract No. PC-DH-046- 2009 inclusive of ail cosis except travel. In no event, shall the additional compensation for the services set forth in this Amendment {V exceed ONE MILLION Two HUNDRED THOUSAND SIXTY AND NO/100 DOLLARS ($1,200,060.00). In addition, the Government of the United States Virgin Islands agrees to compensate the Contractor for Travel costs. Travel costs shail be limited to Fifty Thousand and NO/100 Dollars ($50,000.00). 3. In no event, shall the total compensation paid to the Contractor for the Services and Travel set forth in this Amendment IV exceed One Million Two Hundred and Fifty Thousand and Sixty and No/100 Dollars ($1,250,060.00). 4. Amendment IV — Scope of Services are expanded herein as follows: SCOPE OF SERVICES TO BE PERFORMED PROJECT MANAGEMENT The Contractor shall build a work plan that lays out the tasks associated with this project, and the time and effort associated with these tasks. Once this “baseline” work plan is fully developed and finalized, updates to the plan anda “dashboard” report - which will include progress and potential risks associated with the project - will be provided to BIHMA on a monthly basis. For each task, the contractor shall provide technical expertise as part of the development of the deliverables noted below. The tasks to be performed shall address three main goals: 1. New Funds for the Territory; 2. Enhanced Medicaid and CHIP Match Rate; and S. Program Integrity and Revenue Maximization. Coniractor shail utilize all of its resources to meet the Scope of Services contained in the Contract, Amendments 1, H, Wl and IV. Contractor herein warrants, agrees and Fy 2 MRT TINAL Lis j |. Page 2 of 13 Contract No: YCDIO LDD he LAA Uy Ss - eyo ET EY “ it [ | Department Head’s Initials /Date Contractor's Initials/Date | { represenis that Senior Level Personnel/Pariners will be the project leaders and will actively manage the project and take the lead on any CMS or other federal government negotiations, discussions and task as assigned by Government. Research and other Staff shall be employed as needed in different phases of this project. 1. NEW FUNDS FOR THE TERRITORY Department Head’s Initials /Date A. HEALTH REFORM Contractor shail provide Strategic planning, for the re-design of the Medicaid and CHIP program S in the Virgin islands and the impact on those programs based on the implementation of national Health Reform, including: (a) Analysis of the impact of federal legislation on Medicaid eligibility and the potential impact on program expansion and integration resulting from the decisions taken by Government of the United States Virgin islands with regard to the establishment of a Health Insurance Exchange. (b) Opportunities for expanded federal claiming, including the documentation necessary to support federal funding via a Preliminary Advance Planning and implem federal entation Documents for a new eligibility system funded with a 90/10 match. (c) This Scope of Work is Separate and apart from the Scope of Work undertaken at the direction of the Governor's Office with regard to the establishment of a Health insurance Exchange. The work to be performed under t his scope of work is in support of the Medicaid program and what is Necessary aS opposed to the planning effort for the Health Insurance Exchange. (d) Activities to be completed under this amendment: ()} PHASE 1: Health Reform Strateay and Planning. Provide subject matter exp ertise on the potential issues arising from the integration of Medicaid eligibility with the Health Insurance Exchange if the option to develop a Health Exchange is elected by the Government of the U.S. Virgin Islands. Tasks shall include: The preparation of the impact of the MAGI rules for Medicaid eligibility with an overview and program options; The identification of opportunities for securing additional federal matching funds as part of a Medicaid expansion; and Participation in strategy discussions or developing position statements or other documents as directed by Government for presentation to the Governor's Health Reform Task Force relative to Medicaid (ii) PHASE 2: New Eligibility System PAPD and IAPD Development. @ Li PECINALL i /f J, Page 3 of 13 ODED Ainends Contract No. |i Working with Government, its agencies and other designated Stakeholders to conduct research and define requirements for a new Medicaid eligibility system to incorporate the functionality of eligibility determinations from existing systems: Prepare a Preliminary Advanced Planning Document (PAPD) for enhanced funding to submit to CMS; and 1 t ___ eg “fli Contractor’s Initials/Date {| ss Upon the receipt of CMS approval for the PAPD, develop the implementation Advanced Planning Document (IAPD) to fund the procurement and implementation of the new sysiem (iil) PHASE 3: Procurement Activities Related to the New Eligibility System. e Draft applicable procurement document(s): initial RFP and subsequent amendments: evaluation methodology and evaluation tools. Help organize bidder's conference(s): facilitate bidder's conference(s). Assist in responding to questions from prospective bidders. Facilitate review and evaluation of proposals. Support DOH as needed in discussions with the Governor’s Office and CMS. (iv) PHASE 4: Vendor/Partner Negotiations. ° Support Government in negotiations with vendor(s)/partner(s); ° Assist in modifying contract(s)/agreemeni(s) as needed: and e Support Government as needed in internal meetings and discussions with CMS. PROPOSED PROJECT TIMELINE WITH MAJOR TASKS 12 Months to begin from | 1 2 13.14 16 16 |? [8 so TT 141 | 12 the Execution of the Amendment by the Governor. i Phase 1. Kix Strategy and Planning Phase 2. KR {RIK | | PAPD for New Eligibility | | System Phase 3. Xi; Xi xX xX Procurement Phase 3. i x | | Vendor Negotiations | bad > TRAVEL AND ON-SITE WORK: Contractor shall spend time in the Virgin Islands when directed by BIHMA for the following: (a) Phase 1: planning and strategy sessions; discussions with Government. ({b) Phase 3 (if procurement option is pursued): bidder's conference: facilitation of bid evaluations; discussions with Government. (c) Phase 4 (if partnership option is pursued): evaluation of possible partnerships: discussions with Government. (d) Phase 4: facilitation/support of negotiations with potential vendors/partners; discussions with Government. RUE OBIT a” __(¥~1 Ei | iMod HIM 113 Department Head’s Initials ‘Date Contractor’s Initials/Date Wallwdin/ 4... . Pase4of13 Contract no Did ve hl Oe Los in i. Medicaid Management Information System (MMiIS) (@) Activities to be completed under this amendment: (i) PHASE 14: Submission of an implementation Advanced Planning Document (IAPD) io CMS to secure federal funding for implementation and ongoing operations as a certified MMIS. (li) PHASE 2: Assistance in final contract negotiations with Molina Health Care. (ill) PHASE 3: Preparation of standard provider enroliment applications to facilitate the enrollment of Medicaid providers into the provider network in cooperation with Molina and local pariners. (iv) PHASE 4: The development of strategies and written policies and procedures for BIHMA to increase client participation in Medicare Part D. (v) PHASE 5: Maintain the MMIS Project Work plan. Assist in the review of deliverables and progress reports from Molina throughout implementation. PROPOSED PROJECT TIMELINE WITH MAJOR TASKS | _12Monthstobegin [1 72 13 14 1516171819 110171 12 from the Execution of i the Amendment by the Governor. | Phase 1. xX; xX Submission of the i | IAPD Phase 2. Contract Negotiation Phase 3. AI|X|XIX Provider Enrollment Phase 4: mim Toe Poe Medicare Pari D ! Phase 5, _ Project Work Plan ma Pp 4 d¢ > bd »< bad os ~ TRAVEL AND ON-SITE WORK: Contractor shall spend time in the Virgin Islands as deemed appropriate by the BIHMA for the following: (a) Phase 2: Contract negotiation (b) Phase 3: Provider Enrollment (c) Phase 4: Project Work Plan ™, YO DOR Ti Kas qs Department Head’s Initials ‘Date Contractor’s Initials/Date “pena | . Page 5 of 13 Contract No.:1\ \ nis" iad eel il. Establishing a Medicaid Electronic Health Records Incentive Program (b) Activities to be completed under this amendment: {i} PHASE 1: Completion of the initial State Medicaid Health Information Technology Plan and approval by CMS. (i) PHASE 2: Submission of an Implementation Advanced Planning Document (IAPD) to CMS to secure federal funding for implementation of the EHR Incentive Program. (iil) PHASE 3: implementation and documented policies and procedures of the incentive program for the purchase of electronic health record systems. PROPOSED PROJECT TIMELINE WITH MAJOR TASKS 12Monthsiobegin 11 [2 13 14 TS T6 [7 18 19 110 114 12 from the Execution of the Amendment by ihe Governor. Phase 1. A(X] XX SMHP Approval Phase 2. K1 xX iAPD Approval Phase 3. Ri kT xk Program Initiation i TRAVEL AND ON-SITE WORK: Contractor shall spend time in St. Thomas for the following: (a) Phase 3: Program Initiation - This will require at least one visit of at least three days. 2. ENHANCED MEDICAID AND CHIP MATCH RATE ili. Enhancing Medicaid and CHIP coverage and Program Expansion PROGRAM DESIGN ACTIVITIES: Contractor shall work with Government to expand coverage to the uninsured and possibly provide a more expansive benefit package based on available funds for individuals participating in the Medicaid program. Contractor shall work with Government personnel jo: (a) Prepare State Plan Amendments (SPAs) as necessary and, explore waiver options, including but not limited to the following: (i) Assist in securing CMS approval on Medicaid SPA 11-02 to incorporate the changes in the pharmacy benefit as a result of the Pharmacy Benefit Management (PBM) contract and develop policies and procedures. “(hem Lis | } | Page 6 of 13 i i) it WL i Ps $ Contract No. SMOLDD mas (2 wants, r ora a ee _L t Contractor’s Initials/Date rf ¢ Department Head’s Initials /Date (i) Assist in preparing and submitting a Medicaid SPA to refine the coverage of Psychiairic Residential Treatment Facilities (PRTFs) for juveniles, both on-isiand and off-island and develop policies and procedures. (ili) Assist in preparing and submitting a Medicaid SPA to reimbursement the Federally Qualified Health Centers (FQHCs) at the Prospective Payment Service (PPS) rate and develop policies and procedures. (iv) Assist in preparing and submitting a CHIP SPA to expand coverage for children under the age of 19 and pregnant women up to the Categorically Needy income Limit ($5,500/yr) and develop policies and procedures. (0) Work with Government to mode! potential Medicaid expansions beyond the SPAs mentioned above in anticipation of the availability of additional federal funding under the ACA. (c) Provide technical expertise as necessary to support program design activities including preparation of option papers, decision memorandums, policies and procedures etc. PROPOSED PROJECT TIMELINE WITH MAJOR TASKS 12 Months tobegin | 112131475 76171819110) %11 12 from the Execution of the Amendment by the Governor. j Phase 1. XxX j i Submission of the | SPAs i Phase 2. Xi Xi Xixi | Medicaid Expansion | Miedeling Phase 3. XRix|X|xX xXx | Technical | Assistance TRAVEL AND ON-SITE WORK: Contractor may be able to complete all the above tasks off-site, with the exception of meetings in the Virgin Islands with Government staff as requested. IV. Waiver Development During the course of the work that we have done in determining the amount that the U.S. Virgin Islands is able to claim under the Medicaid program as Certified Public Expenditures (CPEs), we have demonsirated that under the existing Medicaid program structure the Virgin Islands is overmatched in its local match contribution. Due to the historic pattern of Significant territorial appropriations to Tund a public health care delivery system in the Virgin Islands including hospitals, i 4 = 5 t aw ear | eal | Pace 7 of 13 ———— Contract No.: 4 Ly | Fe 4 hex Sik Contractor’s Initials/Date Department Head's Initials /Date Ll | ambulance, clinics, and federally qualified health centers. The heavy investment in public heaith infrastructure creates an opportunity to: (a) Explore and develop a concept paper to submit to CMS exploring an 1115 waiver io buy out the additional appropriations under the ACA to secure match; (b) Prepare Special Terms and Conditions in support of the Concept Paper to govern the administration and management of a 1115 waiver, and: {c) Assist the Virgin Islands in negotiating the 1115 waiver with CMS. Program Activities Working in concert with staff at BINMA and other designated stakeholders, the contractor shall: (a) Review ail territorial appropriations to determine the amount available to serve as local maich (b) Review cost reports and other utilization data to determine the Medicaid penetration rate for each government funded service and provider (c) Apply the percentages in (b) to the amounts determined in (a). (d) Develop the waiver Concept Paper for negotiations with CMS (e) Assist the Territory in negotiating the waiver Terms and Conditions (f) Prepare the calculation of budget neutrality PROPOSED PROJECT TIMELINE WITH MAJOR TASKS 12 Months tobegin {1 12 73 74 75 [6 [7 [8 18 110 1111 73 from the Execution | ; | of the Amendment by the Governor. Phase 1. xk Determination of the | amount of available territorial appropriations Phase 2, Xi xX Calculation of the Medicaid penetration rate for each category Phase 3. A}, MA), R YT RT K Development of the waiver Concept Paper | Phase 4: Xi XX Negotiation with CMS | ofthe waiverterms | | and conditions | TRAVEL AND ON-SITE WORK: Coniractor shall spend time in the Virgin Islands for the following: (a) Phase 1: Determination of the amount of available territorial appropriations (6) Phase 2: Calculation of the Medicaid penetration rate for each service i i oR Contract No.: if Nol DDHO/Aheurdds 5 soli + i Department Head’s Initials /Date Contractor’s Initials/Date aod LA (c) Phase 3: Meetings with Government's staff as requested during the development of the Concept Paper 3. PROGRAM INTEGRITY AND REVENUE MAXIMIZATION V. Staff Training and Capacity Building The Contractor will work with USVI staff in preparing and developing policies and procedures, manuals and report formats to Support the Medicaid program. Staff training and development will focus on the following subject areas: (a) Basic federal Medicaid policies and regulations for staff. (6) Policies and procedures for the Pharmacy Benefit Management (PBM) contract. (¢) Financial management inciuding reconciliation of the CMS-64 and 37 reports along with other reporting processes. (d) Newsletters, summary of the state plan, eligibility booklet, and program bulletins to “re-brand” the Bureau of Health Insurance and Medical Assistance (“BHIMA”) for clients, providers, and staff. Materials will be available for posting on the DOH’s website as deemed appropriate by Government. (€) Activities to be completed shall include: (i) Facilitate staff discussions to develop policies and procedures and other program related materiais; (ii) Process mapping of existing and development of new operational protocols that will be employed in the program; (iil) Recommend and develop policies and procedures for adoption by Government; (iv) Develop and deliver training for Government personnel and contract partners io ensure effective program oversight and compliance with state and federal laws and regulations: and (v) Preparation of program newsletters and other outreach materials for the staff, recipients, providers, and the general public to help “re-brand” the Medicaid program in the U.S. Virgin Islands. PROPOSED PROJECT TIMELINE WITH MAJOR TASKS 12 Months tobegin [1 72 73 [4 [5 16 |7 738 9 (10 |} 11 | 12 | from the Execution of | | the Amendment by the [Phase 7. KT : Onsite facilitated f | | Governor. | | | t | i discussions with staff —_ “Orn JP WU OAR.) Page ors Contract No.: ag pt ptt \4f Ahn , ' ‘, _ Wat (| ‘Départment Head’s Initials /Date i Contractor’s Initials/Date De partment Vi. Head’s Initials /Date Contract No.: | Process Mapping | Phase 3. 4 mR X TR | Policies and Procedures _ | | Phase 4: | X |X| xX ; Training ' Phase 6: XTX TX PRP XTX TR TX PRT TRE , Newsletters and “Re- | Branding” TRAVEL AND ON-SITE WORK: Contractor shall spend time in the Virgin Islands for the following: (a) Phase 1: Facilitated discussions — 1 to 2 days onsite. (b) Phase 4: Training —5 days onsite Medicaid and CHIP Accounting and Claiming Procedures Program Activities (a) Contractor will assist Govemment in designing, developing, and operationalizing a Medicaid and CHIP accounting and financial management Processes which will enable the Virgin Islands to maximize the use of all availabie local and Federal funds for Medicaid reimbursement. (b) To do this Contractor will perform the following types of work activities: (i) PHASE 1: e Document all aspecis of the current Virgin Islands Medicaid and CHIP accounting and financial Management process, including the development of policies and procedures for: Timely claims Payment and reconciliation: Reporting; and Federal claiming. 00 0 Using results obtained, identify the right options for reforming the accounting and financial Processes with a focus on the following: automaiing and Streamlining as. many of the processes as possible: ensuring that all necessary documentation is Produced to support Medicaid and CHIP payments and claims: that the systems produce financial and statistical data and reports that support Federal Claiming and reconciliations with Federal reports and Government reports, producing timely Management reports BHIMA Program managers can use for program and Operational oversight and also support Managerial decisions about possible program or operational changes, anc document the new process in procedural and operational Manuals to ensure ongoing continuity and Standardization in the performance of ail as pects of the process. e Perform a Medicaid and CHIP revenue maximization analysis of all aspects of Medicaid and CHIP Federal claiming to ensure that ij Hneeds Page 10 of 13 Contract No.: of Department Government is leveraging all possible local funding for Federal claiming purposes. Contractor will review all governmental appropriations going to governmentai/public entities in the Virgin Islands to determine the amount of the appropriation they receive and whether they perform any Medicaid or CHIP activities that could be claimed for Federal reimbursement. For every governmental/public entity identified collect all available cost and recipient data to enable Contractor to develop options for Claiming such costs for Federal reimbursement. (ii) PHASE 2. ® Based upon the results of the revenue maximization review, Coniractor will review current Virgin Islands Certification of Public Expenditures (“CPE”) State plan and develop ail necessary State plan amendments to immediately incorporate _alll necessary governmental/public entities into CPE Claiming and submit such State plan amendments for CMS. For all CPE claiming entities which are approved by CMS, Contractor will develop CPE claiming protocols for each governmental/public entity to include an interim rate claiming process and yearly reconciliation to actual costs. (ii) PHASE 3: o f ra | . LCObL DOK TI During the CMS review and approval process, assist Government in discussions with CMS and responding to written questions and comments until final approval is achieved. Upon approval, work with Government to develop the necessary program guidelines and policies, Public notices, operational guidelines, and training manuals to facilitate implementation of coverage and benefit changes throughout the Virgin Islands. Work with Government to address outstanding issues identified by joint CMS/ASA review of FYs 2007-2011 Medicaid and CHIP claims. Assist Government in developing a comprehensive list of outstanding iceal obligations for FY 2011 and Prior for submission to DOH, Finance and OMB to secure release of necessary local funding to completely pay ail prior local obligations so that previous claims to CMS are now fully Supported and that ongoing local obligations can be paid correctly with both a local and Federal share component. 1A i, Page 11 of 13 Head’s Iniiisis bate NaS Sinus Contractor’s Initials/Date o Assist Government in reviewing all necessary expenditure report adjusimenis recommended from CMS/ASA review and make adjustments that are Necessary to reconcile expenditures, claims, draws, and annual allotments and/or caps. Assist Government in reviewing all Virgin Islands governmental/public agencies which provide either indirect or direct administrative support to the Medicaid and CHIP Programs to determine the potential costs and/or benefits on Virgin Islands and Federal funding of developing an indirect cost allocation plan to capture all necessary Virgin Islands wide indirect costs for Federal claiming purposes and to develop a comprehensive direct cost claiming methodology for all DOH administrative costs. {iv) PHASE 4 Review and prepare a Process map for the current practices in provider payment. Develop an integrated model for claims payment that combines both federal and local funds, potentially based on the escrow account model employed in reimbursing pharmacy claims under the PBM contract with CIGNA. Develop a model to support federal claiming based on the input of data from the MMIS claims processing system. Assist in the reconciliation of federai claiming on the CMS-64. Assist in the preparation of any retroactive claims for federal reimbursement based on the CPE as appropriate. PROPOSED PROJECT TIMELINE WITH MAJOR TASKS Contract No.:_* 4 — Department Head” i 1 1 (Month: Execution of the ; Amen Gov ij begin from the 12Monthsto 171 72 73 Ta Ts 6 [7 [8 9 |10 | 41772] 1 t dment by the i ernor for V! | Phase 1. Review of Allotmenis Phase 2. Development of CPE |_ Protocols | | | Phase 3. Retro Claiming Phase 4: | Claims Processing | | | Revisions | | t | t ] I 7 duds Page 12 of 13 hes 44112 s Initials: /Date Contractor’s initials/Date | TRAVEL AND ON-SITE WORK: Contractor shall spend time in the Virgin islands for the following: (a) Phase 1: Review of allotments. This phase will require one trip to the Virgin islands of 2 to 3 days; (b) Phase 2: Development of CPE protocols. The work during this phase will be conducted off-site with consultation with the staff in the Virgin islands; and {c) Phase 3: Retro Claiming. The work Curing this phase will require at least one trip to the Virgin Islands lasting 2 io 3 days. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS e/a rs BA orc ; be mt 2 ‘ Mercedes K.C. Dullum, MD DATE COMMISSIONER DEPARTMENT OF HEALTH yo “ail Seta LT YA LSUpdlusd 4 LYNN A. MiCun, Esd. eo AY / COMMISSIONER“ / DEPARTMEND OF PROPERTY AND PROCUREME ws CONTRACTOR: Mercer Health & Benefits LLC i —) [ae oe NY (v eee lala / ALICIA C SMITH, PARTNER Date | ‘Se ‘ iD. Yel or od \ hk TA 7 \ Date: i712 oun P. DEJONGH, JR.) : GOVERNOR OR FHE’VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIEA DEPARTMENT OF JUSTICE BY/ Contract No.7 ist ti £ ; a ee _L teen Nes, aM Pe partment Head’s Initials /Date Contractor’s Initials/Date ' t Contract Amendment li: Department of Health: Alicia Smith & Associates AMENDMENT Hl TO PROFESSIONAL SERVICES CONTRACT This Amendment Iii to the Professional Services Contract made as of the ”) day of Santi 2011, in the Territory of the U.S. Virgin Islands, by and between the Governmént of the Virgin Islands, Department of Property and Procurement, on the behalf of the Department of Health whose address is 1303 Hospital Ground Suite 10, St. Thomas, U.S. Virgin Islands 00802 (hereinafter “DOH” or “Government”) and Alicia Smith & Associates, LLC (hereinafter “ASA” or “Contractor’). Witnesse Whereas, DOH and the Contractor entered into Contract for Professional Services Number PC-DH-046-2009 (hereinafter referred to as “Contract”) on January 30, 2009, to provide technical assistance to optimize the Medicaid and SCHIP programs, by enhancing program benefits and services while maximizing available federal funding: Whereas, DOH and the Contractor, pursuant to Amendment | extended the term of the contract to January 29, 2011 and pursuant to Amendment II expanded the scope of services and corresponding compensation for those expanded services: Whereas, DOH and the Contractor have agreed that the term of the contract needs to be extended, the scope of services needs to be expanded and the corresponded compensation for those expanded services and tasks needs to be increased: Whereas, the parties agree to perform the functions, duties and obligations as agreed in the contract: and Now Therefore, in consideratio bound by this amendment to the follows: n of the above and intending to be legally original contract, the parties hereby agree as The term of the Contract is extended to June 30, 2012. N The Contractor shall be No. PC-DH-046-2009 in shall the additional] paid at the same rate of pay under Contract clusive of all costs except travel. In no event compensation for the services set forth in this Contract No. PCO DOH 1 / ANAS PCOnDoHt Contract Amendment iii Department of Health: Alicia Smith & Associates Amendment II] exceed Four Hundred Thousand and No/100 Dollars ($400,000.00). Travel shall be limited to Fifty Thousand and No/100 Dollars ($50,000.00). Iso Amendment III - Scope of Services are expanded herein as follows: a. Programming assistance associated with the integration of the VIMS system with the Pharmacy Benefits Management (PBM) program. b. Electronic Health Records (EHR) implementation incentive work. c. Health Information Exchange (HIT) RFP development. iN WITNESS WHEREOF, the parities have duly executed this Amendment III. Witnesses: . Government of the Virgin Islands: . LF (AR Malt) juiia Sheen - Aaron, MPH Date Commissioner Department of Health Witnesses: eo Government of a 9 Virgin Ws deaf, Que “| h& J Syset Sead, Lynn A. Mi Lilla ontmissionér é Zp Department of Property and Procurement Contractor: Alicia Smith ncaa ee pf), ye Jia. Mey 2s] AliciaSmith Partne er | Date L Contract No._ #7 _¥C Ob4 DOR \\ /PuendS PEO! Dok 11 A, LS i ES “fi i i We ace! i ae Depobencet eae sInitials Date if AY Pyke ity {-2 SH Contractor’s Initials Date Contract Amendment i, Department of Health: Alicia Smith & Associates rove, Po ed Date {fA& ly me dejongh, jr. i Ed Governor of the Virgin islands =, Approved as to legal Suffi nh Department ec Justice By Date 3 Contract No. PLObY DoH ti / KAENDS PCO} | Doi! / RS, -_| Department Head’s Initials Date A fel ‘4 TA a id ji ‘gat hucn “cody Contractor’ $ Initials Date j THIS AMENDMENT |! io the Professional Services Contract made as of the Dg? say of rd , 2010, in the Territory of the U.S. Virgin Islands, by and between the Government of the Virgin Islands, Deperiment of Property and Procurement, on behalf of the Depariment of Health whose address is 1303 Hospitel Ground Suite 10, Si. Thomas, U.S. Virgin Islands 00802 (hereinafter “DOH? or “Government), and Alicia Smith 2& Associates, LLC (hereinafter “ASA” or “CONTRACTOR’). WITNESSETH: WHEREAS, DOH and the Contractor entered into Contract for Professional Services Number PC-DH-046-2009 (hereinafter referred to as the “Contraci} on January 30, 2009, to provide technical assistance io optimize the Medicaid and SCHIP programs, by enhancing program benefits and services while ‘everaging available federal funding; WHEREAS, DOH and the Contractor pursuant to Amendment | have extended the term of the Contract to end January 29, 2011: eg WHEREAS, DOH and the Contractor have agreed to expand Addendum | (Scope of Services) & Addendum 1 (Compensation) and Amendment | additional services and compensation; and to which there are additional tasks to set forth herein: WHEREAS, the parties intend to perform the functions, duties and obligations as agreed in the Contract: and NOW THEREFORE, in consideration of the above, and intending to be legally bound by this written instrument, the parties hereby covenant and agree as follows: 1. The Contractor shail be paid at the same rate of pay under Contract No. PC-DH-046-2009, inclusive of all costs except iravel. In no event, shall the additional compensation for the services set forth in this Amendment Il exceed Three Hundred Sixty Four Thousand Five Hundred and NO/160 Dollars ($364,508.00). Travel! Shall be limited io Twenty Two Thousand and NO/100 Dollars ($22,000.60). 2. Addendum i and Amendment } — Scope of Services are €xpanded herein, as foltows: © Retroactive claiming of federal Medicaid ‘and CHIP a local fund “overmatch’ ~ completion of these activities in phases beginning with phases | ($1.3 million, initially submitted in August 2009) and i (estimated at $11. 3 million, focused on hospitals, Planned for submission before Oct. 4, 201 0). implemeniation of the Pharmacy Benefit Man PEND crisesinn -. satieaac i | PBM for the Gove ager (PBM) prog ulilizing the current fe) referenced in liem 3, below. o MAP Sligibility sysiem — resolution of long-standing system availability and Viability issues, and resolution of eligibility data feed functionality needed for PBM implementation. ConyRacr AMENDMENT Ij DEPARTMENT OF HEALTH/ALICIs SMITH & ASSOCIATES PaGE2 OF 3 Strategy which will have state plan, organizational and funding implications. © State plan amendmenis (SPAs)/phase I] — including SPAs which will enable the agreed-to expansion of the MAP. ; © MAP organizationai and business process changes/improvements — includes Supporting DOH that adminisiers the MAP, as it builds the organizational Capacity, policy and procedure and technology infrastruciure io Support a growing MAP with a richer benefit set. c MAP provider Project — complete implementation of new fee schedules, claim preparation and submission protocols. and claims management processes in Support of a larger MAP with 2 more comprenensive, easier io @CSEss base of providers. © Medicare reimbursement project — in partnership with Winston & Sirawn and the Territory Hospital Board, pursue changes in Medicare reimbursement methodologies for the two Territory hospitals; these changes would have a Significant impact on the need to appropniaie local funds io ensure the operation of these hospitais. c Ongoing Participation in and support of the Territory's Health Care Reform Task Force. © Ad-hoc research, analysis, document preparation, advice and advocacy efforis with regards fo federal health care reform and other critical issues as they arise which may impact the design and operation of the MAP. ao SHEEN — AARON, MPH OMMISSIONER DEPARTMENT OF HEALTH CONTRACT AMENDMENT TI DEPARTMENT OF REaLTH/AuICIA SMITH & ASSOCIATES PAGES OF 3 2 o bis Lge % Date Nae jp Youn P.p EIONGH, J Sonn OP THE-VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFIC Cy AV DEPARTMENT OF JUSTICE By: t fa dl ot) / q\ Contract No Di: I id, Pe a3 Li FOL s Initials /Date RM 5 -3)-/C nah Contractor’s Initials/Date AMENDMENT No. 1 TO PROFESSional SERVICES ConTRAcT red | > Toe NOMENT to the Professional Services Contract made as of the day of 24 PLE on, - 2008, in the Territory of the U.S. Virgin islands, by and Bskweon the Goverment of the Virgin islands, Department of Property and Procurement, on behalf of the Deparimeni of Health whose address is 1303 Hospital Ground Suite 10, St. Thomas, U.S. Virgin Islands 00802 (hereinafter “DOH’ or “Government’), and Alicia Smith & Associates, LLC (hereinafter “ASA” or “CONTRACTOR’). WITNESSETH: WHEREAS, DOH and the Contractor entered into Contract for Professional Services Number PC-DH-046-2009 (hereinafter referred to as the “Contract*) on January 30, 2009, to provide technical assistance to Opiimize the Medicaid and SCHIP Programs, by enhancing program benefits and services while leveraging available federal funding; WHEREAS, the expiration daie of the Contract is January 29, 2010: WHEREAS, DOH and the Coniracior have agreed io extend the term of the Contract to end January 29. 2011: WHEREAS, DOH and the Contractor have agreed io expand Addendum | (Scope of Services) & {} (Compensation); and to which there are additional tasks to set forth herein: WHEREAS, the pariies intend io perform the functions, duties and obligations as agreed in the Contract: and NOW THEREFORE, in consideraiion of the above, and intending to be legally bound by this written instrumeni, the parties hereby covenant and agree as follows: 1. This Ceniraci is amended and its term extended through January 29, 2011. 2. The compensation for Coniracior's Scope of Services and Travel amended and consolidated herein, shall be the sum of ONE MILLION THREE HUNDRED EIGHTEEN THOUSAND ONE HUNDRED FIFTY AND NO/190 DoLLaRs ($1,318,450.00). 3. Addendum | — Scope of Services is amended and consolidated herein, as follows: Contracior shall assis: DOH in designing. developing, and operationalizing an optima! Medicaid program whether the program remains capped or evolves into a “state-like” operation. Coniractor shall provide the following statement of work (SOW) components necessary io assisi the DOH during this dynamic ‘Fansition and historic opportunity. Contractor will monitor and analyze legislation and. provide strategic and technicai advice while performing work related activities io support the United States Virgin islands in making policy decisions ang Preparing for a transition towards “statike” treatment in the event Congress takes affirmative action and passes health care reform. Examples of work related activities Contractor Shall perform include but are not limited to: la io Update both Siete Plans, one for Medicaid and one for SCHIP; Contractor’ Mniticis Date CONTRACT AMENDMENT DEPARTMENT OF HEALTH/ALICIA SMiru & ASSOCIATES Pace 2 OF 12 Expiore options for expanding Medicaid services and/or eligibility: Expiore options for leveraging local funds to maximize available federal funds to support the USVI's Medicaid and SCHIP programs; Hoid targeted discussions with established workgroups and other key stakeholders te identity and properly rank programmatic and budgetary priorities and potential constraints: identify the righi options for revising the territory's Medicaid and SCHIP State Plans. The changes to the State Pians will focus on possible increases in income eligibility criteria and on reviializing the benefit package offered to Medicaid and SCHIP recipienis: Work to identify opportunities for maximizing the availability of funds for the Medicaid and SCHIP programs: Conduci a thorough review of the existing State Plans; Conduct a comprehensive analysis of available data which would be used to assess the financial impact associated with revising the Siate Plans to include services and/or individuals not covered under the. current programs: Model various scenarios for program eligibility modifications, service additions or changes end reimbursement changes in order io assess their fiscai impact. The results would be presented ito the project team as a formal report with recommendations, Facilitate discussions for final decisions on issues related to Steie Plan Amendments (SPAs): Prepare SPAs for submission to CMS: and Assisi in answering questions from CMS, provide expert testimony regarding the approaches used in other states, and/or prepare responses to objections raised by different communities and/or agencies to the programmatic changes which will be proposed. Explore various approaches, along with the relative cosis and benefits of each approach, io drawing down the full allotment of federal matching funds for Federal Fiscal Year (FFY) 2008. We will identify expenditures made during the last half FFY 2007 (assuming there is unused federa! allotment) and during FFY 2008 for which we can file retroactive claims. Kk is our understanding that up to $6.5 million in tederal matching funds could be available for draw down for FFY 2008: Assisi the Government in filing federal match claims for Federal Fiscal Years 2007 and 2008: Review deia related to eligibility and per-recipient costs under the current programs In order to fully capture program expenditures: S Examine how public providers are capturing cosis and, if needed, recommend and build new reporting mechanisms that include ali Medicaid eligible recipients {including those eligible through DHS and DOE}: Examine methods in which io leverage local dollars io draw down federal funds through, for example, certifying the expenses of publicly funded hospitals and clinics: and Model the ramifications of the proposed eligibility and service enhancemenis on both territorial and federal funding, and discuss the benefits and drawbacks of the Droposed enhancemenis in the context of their impact on both funding sources: oO © oO Oo QO O 0 0 Oo 0 0 oO O Oo 8) e] H- 125-2004 Contract No.:_ faienine. Pt- Ok He 200 (Bk 4/2 af ae ! Fae) o 4 eS b., Mem o-1e-/¢ Deparéent Headfs Titials Date fe €. ; an YAK fv} AAS -L5 Contractor's inltiais/Date CONTRACT AMENDMENT DEPARTMENT OF HEaLTH/ALiCcIs Santa & ASSOCIATES Pace 3 OF 32 O Build a project management plan that lays out the tasks associated with the project, and the iime and effort associated with these tasks: Provide Monthly Progress Reports. Preparing position papers for United States Virgin islands officials; and Preparing legislative summaries and analysis to determine probabie impact on the Territory. io" -@: © PHARMACY BENEFITS PROGRAM (a) Coniracior shall provide strategic planning, contract development, procurement Support and contract negotiation activities io esieblish a Pharmacy Benefits Manager (PBM) and improve ithe adminisiraition of the Program’s drugs/pharmaceuticals benefit. {b) Coniracior shail mode! several variations of the PBM, and the pros and cons of each, based upon “build” vs. “buy” options, or combinetions thereof, as follows: & Build an in-house PBM. (if) Procure the services of a vendor which will perform ail PBM functions. (id) DOH pursues PBM partnership(s) with other Medicaid jurisdictions (states or territories) for all PBM functions. (iv) Some or all PBM functions are incorporated into the Medicaid Management Information Sysiem (MMIS) scope of services. A procurement for an MMIS Or @ partnership with a steie/ierritory is pursued - per the /T Strategic Guidance project - along with, if applicable, 2 separate procurement for select PBM functions. (v) Some or all P8M functions are incorporated into the MMIS scope of services. Procurement for an MMIS or a partnership with a statefterritory is pursued - per the /T Strategic Guidance project - along with, if applicable, PBM parinership(s) with other Medicaid jurisdictions (states or territories) for select PBM functions. (vi) Build an in-house operation thai will handle some PBM functions. if remaining PBM functions are noi incorporated into the MMIS scope of services, procure a vendor/pariner with another Medicaid jurisdiction for remaining PBM functions. SCOPE OF WORK DETAILS: PHASE 1. PBM Strategy and Planning - Provide subject matier expertise on the functions (operational and systems functions) thai could be performed by the PBM including but not limited to: (i} Pharmacy network management: Gf) Preferred drug list (PDL) development and administration: PE_dR-123-200% Contract No.: tS. Po-ps - 94-2004 AIA 4aai ly PS ku Mem G-1S-69 ent Head’s thitials ‘Date be _ Contractor’s Initials‘Date CONTRACT AMENDMENT DEPARTMENT OF HEALTH/ALICIA SMITH & ASSOCIATES Pace 4 OF 12 - Contract No.: iaey Pe-bit-glig-2864 ent Hdad's Eftials Date 7 D (ii) Pharmacy ciaim intake, processing and adjudication: av) Pharmacy claim payment including TPL/COB: (v) Prior authorization of select drug scripis (vi) “Clinical pharmacy”: drug script review for potential adverse drug reactions, Grug-to-drug interactions, etc.: {vil) | Help desk/support services for pharmacies and physicians: (vii) Education/outreach to pharmacies and physicians: (ix) (Retrospective) Drug utilization review; {x} Mail-order pharmacy: and {xi} E-prescribing. =xpiore the various funding options associated with PBM functions Explore the various acquisition options associated with PBM functions Discuss methods for coordinating the implementation and Operation of PBM functions and sysiems with other initiatives such as the MMIS and the Electronic Health Record (EHR). Poetheas deliberation of and agreement on the functions io be performed by the PBM; @s part and parcel of this effort, explore the advantages and drawbacks of the six acquisition options based on: @) Maximizing the added value associated with these functiohs, b) Leveraging available federal funding, C) Possibly leveraging drug maker rebates, “earned considerations” or other cost offsets, d) The GVI's budgetary and resource constraints, €} Expediting implementation of these functions, } Simplifying management of these functions, and g) The GV!'s broader goals for the Medical Assistance Program. Facilitate deliberation of and agreement on the acquisition option to pursue. Draft a high level plan for pursuing the selecied PBM scope of functions and acquisition option. ; Support DOH in discussions with the Govemor's Office, the Virgin Islands Legislature and the Centers for Medicare and Medicaid Services (CMS). PHASE 2. Conitracts/Agreements Draft PBM contract focusing on scope of services and expected performance/service levels; OR ifa Parinership acquisition option is pursued for any PBM function, develop inter-agency/inter-governmenial arrangements thai would accomplish the same DUPpOSS as vendor coniracis. Support DOH in discussions with the Governor's Office and CMS. PHASE 3. Procurement/identification and & tent of Partnership Opportunities If distinct procuremenis are required for some or ail the following tasks: PBM functions. this phase will include @) Draft @ppiicable procurement document(s): initial RFP and subsequent amenaments: evaluation methodology and evaluation tools. a Contractor's Thitials/Date CONTRACT AMENDMENT DEPARTMENT OF HEALTH/ALICIs Smirey & ASSOCIATES Pace 5 OF 12 bB) Serve as a consultant io DOH’s evaluation committee. C} Assisi in responding to questions from Prospective bidders. a) Facilitate review and evaluation of proposais. €) Support DOH as needed in discussions with the Governor's Office and CMS. if the Darinership option is pursued for some or all PBM functions, this phase will include the following tasks: @) Help DOH identify poientia! partners. Db) Develop a methodology for evaluating the advantages and drawbacks of different partners. c) Facilitate deliberations regarding poientiei partners: facilitate selection of Dariner(s)}. @) Support DOH as needed in discussions with the Govemors Office and CMS. PHASE 4: Vendor/Pariner Negotiations - Support DOH/GVi in negotiations with vendor(s)/pariner(s). - Modify coniract(s Vagreement(s) as needed. . - Support DOH as needed in discussions with the Governor's Office and CMS. PROJECT MANAGEMENT Contractor shal! build a work plan that lays out the tasks associated with this project, and the time and effort associated with these tasks. Contracior Shall build a preliminary plan which we will vet with key project stakehoiders Prior to our first project site visit. Once this “baseline” work plan is fully vetted and finalized, updates to the plan and a “dashboara” report - which will include progress and povenfial risks associated with the project - will be provided to designated Project stakeholders on a monthly basis. Additionally, Contractor shali conduct a Project status and issue menagement meeting every week during the life of the project. PROPOSED PROJECT TIMELINE WITH MAJOR TASKS The following timeline is fairly aggressive and requires GVi resource allocation in key decision and Strategic planning areas. fs Month: [1°72 [3 cn a) ~! 1 | Planning Contracts/Agreemenis : Option: Procuremenis : _ Option: Partnerships ; "Phase 4. PGi iN eh ee ae ae ee » >< > | Option: Procuremenis Pe-dH~123- 1004 AS he MOM Gig gg Comtractor’s Initials’ Date CONTRACT AMENDMENT DEPARTMENT OF HEaLTH/ALICiA Seire & Associates Pace 6 OF I2 | Phase 4 pe tae cou ee , LX ~~ , Option: Partnerships | | PROJECT TEAM Alicia Smith and Marcia Morgan shail provide oversight of fhe procurement. implementation and operation of >BMj and an MMIS, and serve as ithe project leads and managers of this project and take the lead on any negotiations and discussions with CMS. The Contractors team shal! aiso include Susan Mathieu, Juan Montanez, and Jenny Roldan-Verges, the firm’s most tenured consulfanis. Research and other staff shall be employed as needed in different phases of this project. TRAVEL AND ON-SITE WORK: Contractor shall spend time in St Thomas for the following: @) Phase 1: planning and strategy Sessions; discussions with the Governors office b) Phase 4 (if Parinership option is pursued): evaluation of possible Partnerships; discussions with the Governor's office se c) Phase 4: facilitation/support of negotiations with potential vendors/partners; discussions with the Governor's office a) To facilitate discussions and io Present and review the Strategic iT Plan once it is drafted, (iT} STRATEGY: Coniractor shall formuiate an information technology (IT) strategy for the Department that will guide investments in key information sysiems and/or IT service providers: through these invesiments the DOH would achieve the following goais: 2} Goal #1: Enable operational and programmatic reforms to the Medical Assistance Program (MAP), b) Goal #2: Bring about improved access to key health information within the Terfitory, and c) Goal #8: Streamline the Operations and Gramatically improve the productivity of DOH heaith care providers. Formulation of the iT strategy will begin with a structured planning exercise which will resuit in the following. which will be captured in the Strategic IT Plan which is discussed later in this document: A. Decisions regarding the optimal mix of information systems functionality and/or third- Dary operational capabilities in support of Goal #1. and in particular the following MAP functions: cS Eligibility data managemeni, Contract No.: PH ENDS - Pe~ BH - sHt- 9904 OSA Glaze BS bu Mam 44-69 Department H&fa’s Tytals Daeg, Contractor's Initials/Date . : CONTRACT AMENDMENT DEPARTMENT OF HEALTH/ALICIA SMITH & ASSOCIATES Provider data managemeni, oO i@) Service authorization/utilization management and associated business rules, inciuding authorization and management of pharmacy benefits, Claims management and associated business ruies, Encounter deta managemeri, Program integrity, Financialfunds managemeni, and Program reporting and anaiysis. 00 0 0 0 Ail of these functions can be part of a Medicaid Management Information System (MMIS) - MMIS, as defined by the federal government, can encompass the applications, technology infrastructure end the operational resources associated with these and other functions. B. Decisions regarding the optima! mix of information systems functionality and/or third- party operational capabilities in support of Goals #2 and #8, particularly improving aCCESss io information on the health of U.S.V/I. residents and their interactions with DOH health care providers, and streamlining the operation of these providers. These goais can be achieved through an Etecironic Health Record (EHR) — an EHR, as envisioned by DOH and as defined by the federal government, could possess functionality that would helo DOH meet Goals #2 and #3. O Decisions regarding the optimal approach to interfacing MMIS functionality and related processes with the EHR. D. Recommendations regarding acquisition Strategies — sole sourcing, compeiitive procurement, parinerships with staies/territories, internal development - for MMIS and EHR funciions and related operational resources. ; m1 Recommendations regarding the optima! “Sequencing of MMS and EHR-related acquisitions and implemeniations. F. Four Advance Planning Documents (APDs) - two for MNHS-specific functions and Operational resources and support, and two for EHR-specific functions and operationai support - as required for the Centers for Medicare and Medicaid Services (CMS). APDs are a pre-requisite for obtaining federal approval and subsequent enhanced funding for the acquisition, implementation and operation of federally-funded MMIS and EHR solutions. tems A through E will require the following activities: - Contractor Shail conduct research into best practices pursued by other Medicaid jurisdictions which will be relevant to deliberation on MMIS and EHR capabilities. as weil as MMIS-to-EHR interfaces, resource requirements, acquisition strategies and the Uming of implementation of said sysiems, PC-DH~125- 2.004 Contract No.:_fotiaths. PE-DE - aH 20 04 ; 9/a3/b6 eZ ps ue MAM A-1LS-69 ent Head’s Initials ‘Date fe, Contractor’ Thitials/Date CONTRACT AMENDMENT BEPARTMENT OF HEalTR/AUICia Sarre & ASSOCIATES Pace 8 OF 12 Contract No.: Conitracior shall team up with DOH staff and others to conduct at least one site visit of a state’s MMIS and associaied operation, Contractor shail facilitate and document the identification and prioritization of the desired strengths and features of the systems functionality and operational capabilities being sought, Contractor shail facilitate the identification of feasible approaches to acquiring the desired sysiems functionality and operatione! capabilities, é.g. ce Stand-aione applications for managing eligibility data and claims vs. an integrated solution which encompasses multiple interrelated MA program functions o Competitive procurement of an integrated solution vs. sole-sourcing individue! Soiutions for eligibility cata management and claims management c A stand-alone EHR soluiion vs. a Web-accessibie solution operated by an “application service provider’. © Parinering with a stateferritory with an established integrated solution for MA program functions (@ formal MMIS as construed by the federal governmeni), or with several states/territories where each pariner has a unique sirength in a particular function. In concert with designated DOH and other GVi resources, Contractor shall conduct cost-benefit analyses (CBAs) of the feasible approaches to acquiring the desired systems functionality and operaiional capabilities. We wil! then facilitate discussions with designated DOH and other GV! resouress to arrive at the optimal mix of information systems and/or vendors thei wil! result in the desired systems functionality and operational capabilities, based on the CBAs. The CBAs will account for multiple considerations including but not limited to: o The cosi and effort associated with interfacing muttiple systems: o The cost of competitive solicitations for certain SySiems vs. pursuing parinerships with other states/Meriiories or developing certain sysiems functionality in-house: o The feasibility and practically of sole-sourcing the acauisition of certain systems and/or vendors given federal and GV laws and reguiations; o The potential advantages and drawbacks of “ indling” multiple systems functions into @ single produci/solution, or muiltipie operational capabilities under one vendo coniraci or partnership agreement with a Stavefterritory; o The ability to access enhanced federal funding if certain systems functionality and operational capabilities are acquired in aecordence with federal laws and réguiations. primarily those governing planning, design, implementation and opéraiion of an MMiIS (for instance. processing of pharmacy claims by a third-party Pharmacy Benefits Menager would only be subdject io the standard fifty percent administrative maich, whereas incorporating this function into an MMIS would Make it eligibie for seventy-five percent maich); and co The ability of resources from DOH and other impacted agencies to implement operaié and oversee ihe operation of multipie systems. Posinhs: Debi -O%G- 2068 —_ 33/09 Peo TRO be MRM GAG -1g m0 2m)! Intials Date [4 : came = : ’ Contractor's Initials/Date CONTRACT AMENDMENT DEPARTMENT OF HEALTH/ALICIA Smtr & ASSOCLATES The availability of siaif to participate in acquisition and implementation activities, The priority attached to acquiring certain system capabilities, The availability of GV! and federa! funding, The extent to which the federal govemment has established standards that govern the design of certain systems, and. procedures for managing the use of federal funds for system design, acquisition end Operation, and o Interface requirements associated with cerain systems which may dictate that certain systems be deployed concurrenily or in a particular order. ; o000° At the conclusion of these planning activities Contractor shall produce a Strategic IT Plan for DOH (A 20-25 page document including implemeniation pian and cost-benefit analysis attachments) which will capture all of the foliowing: - Summarize the planning process described on the previous page, - Summarize the proposed operational Capabilities, systems functionality and associaied interfaces in narrative and graphical form (¢.g. “architectural diagrams’), - Summerize the proposed acquisition Staiegies for the propesed systems functionality and operational capabilities, and - in the form of an annotated schedule, outline the recommended timing and sequencing of acquisition end implementation activities. ig The Strategic IT Plan represents one of four distinct deliverables associated with this project. The remaining four deliverables are the APDs discussed previously. in Partnership with DOH, Contractor shall dre and submit two different types of APDs for each major initiative (MMIS. EHR): - A Planning Advance Planning Document. (PAPD}, which is required io obtain enhanced federai funding (minimum 90 percent) for all plenning activities associated with these activities - PAPDs spell out how the planning effort will be conducted, not the outcomes of said effort or any subsequent steps. - An implementation Advance Planning Document (IAPD), which will detail the approach to implementing the MMIS and EHR, the key features of the solutions to be pursued, and the cost-benefit analyses (CBAs) that will support the selected solutions and acquisition strategies. Contractor shail work with the Govemment of the Virgin isiands to draft and submit the PAPDs for both initiatives prior to starting the formal Planning effort described earlier. Contractor warrants and represems thai in so doing, the Government of the Virgin Islands Shali be able io claim enhanced federal funding for the majority of the planning effort contemplated in this scope of work (some of this claiming may be retroactive, pending additional CMS guidance). Contractor shail draft and submit IAPDs at the conclusion of the ka ats .. : planning effort since, by design: they will draw heavily on the Strategic [T Pian for content. Contract No.:_Patigy’: Pe bu - Mi Los Figa/e9 ee ko pa i fie 67 : nS 4 i At G-pG. Depdfiment Heat's thitials ‘Dace fe Wu ee b a Contractor’s Fhitials Daze — CONTRACT AMENDMENT DEPARTMENT OF HEaLTR/ALICI SMitTu & Associates Pace 10 OF 32 HEALTH CARE REFoRM- operaiion. Contractor shail provide the following siatement of work (SOW) components necessary to assist the DOH during this dynamic transition and historic opportunity. event Congress iakes affirmative action and passes health care reform. Examples of work related activities Contractor shail perform include but are not limited to: © Participating in strategy discussions. with Govermment's personnel including the Governor's Office and the United Sieies Virgin islands lawyers and lobbyists: © Participating in meetings with congressione! staff and members of Congress: and © Drafting and reviewing legislative language. as directed. PROGRAM DESIGN ACTIVITIES: Contractor shall work with Government io expand coverage to the uninsured and provide @ More expansive benefit package for individuals participating in the Mecicaid program. Contractor shail revise the state Dilan and various waiver options wil! be considered and ° Prepare State Pian Amendments (SPAs) as Recessary and, explore waiver options: _ Work with Government and CMS personne! on program design options: and Provide technica! expertise as necessary io Support program design activities including preparation of Option papers. decision memorandums, etc. i EXAMINE AND REVIEW ORGANIZATIONAL MODELS FOR DOH’s ADOPTION: Contractor shall: c Perform organizational analysis to determine optimal management support functions anc organizational alignment and design fo support a transformed Medicaid program: Perform Staffing Analysis: fe) Perform Gap Analysis based on “as-is” program versus ‘to-be” program requirements: Recommend Management siructure to Suppor “build” versus “buy” components io Support Medicaid program and io align organizational structure for maximum efficiency; Medicaid Management Information System (MMIS) Pharmacy Benefit Manager (PBM) Third Party Adminisiraior (TPA) Evaluete and recommend ff a TPA is AECESSary to support the Medicaid program if the program moves and/or iransitions iowards “state-like® treatment: Perform cost benefit analysis of contracting for a TPA and additional staff if determined appropnaie; and, ° Deveiop and deliver training based on Organizational structure adopied to ensure that individuals and contract partners understand roles and responsibilities. Oo 0000 oO OQ BS ke em 15-49 Contractor's Initials‘Date CONTRACT AMENDMENT DEPARTMENT OF HEALTH/ALICI4a SaTH & ASSOCIATES Pace 11 OF 12 ASSIST IN DEVELOPING PROGRAM POLICIES AND PROCEDURES, MANUALS AND REPORTS: We will work with USVI staff in preparing and developing policies and procedures. manuals and report formats io support the Medicaid program. Activities will include: S Facilitate siaif discussions to develop policies and procedures and other program relaied maierials: ° Process mapping of existing and development of new operational protocols that will be empioyed in the program: fe) Recommend and deveiop policies and procedures for adoption by the USVI; and co Develop and deliver iraining for USVI personnel and contract partners to ensure effective program oversight and compliance with state and federal laws and regulations. PROJECT MANAGEMENT: Coniracior shall build a preliminary master project management plan and timeline for DOH and Medicaid ieadership to review and approve. The componenis of the project management pian will be discussed and will take inte consideration ail SOWs described in this coniract and addendum to ensure coordination and effective project management. DOH shail designate a project manager and team to support the reform efforts. ASA PROJECT TEAM: ASA will utilize all of Rs resources to meet the SOW contained in this contract and addendum. Contractor herein warrants, agrees and represents that Marcia Morgan, Pariner and Alicia Smith, Partner will be the project leads and wili actively manage the project and take the lead on any CMS or other federal government negotiations and discussions as assigned by Governmeni. Contractor further warranis and agrees io have at least one (1) person per month spend oné (1) business week in providing operational and technica! assistance relative to the over-all SOW ai the Virgin Islands Deperiment of Health's Bureau of Health Insurance and Medical Assistance (BHIMA”) office. The SOW contemplates multiple projects with parallel program development paths which will require a strong project presence. When the project requires such and requested by DOH, Contractor shail provide two (2) ASA consultants to be on-site to support the SOW. Ail trios will be coordinated with DOH and on-site agendas will be developed and approved by DOH in advance of the tips. DOH ieadership in conjunction with ASA will develop the agendas and work deliverables to support the on-site activity. Scope of Services Hereby Affirmed and Acknowledged: ALICIA SMITH & ASSOCIATES, LLC Sieg Pwo ine Pon | G-ig-4y Authorized Representatives a J ng Date fé-Da- (23-20% Contract No: MIDS: - Di -2H6- 2904 _ Br alaa/es tia < Department Head's Ifitial€ Date & ape = nik b4 ‘wz Contractor" s Initjals/Date CONTRACT AMENDMENT DEPARTMENT OF HEALTH/ALICIs Sanity & ASSOCIATES Pace 12 OF 12 IN WITNESS WHEREOF written the parties have hereunto set their hands on the day and year first above WITNESSES: GOVERNMENT OF THE VIRGIN ISLANDS ~ a Fi a as ce ee eT JULIA SHEEN, MPH Patt OMMISSIONER DEPARTMENT OF HEALTH ye + mes QUE Lf hh MILLIN MAD; Dia Seb SIONER-—/ c DE PARTMENT OF PROPERTY AND PROCUREMENT CONTRACTOR ALICIA SMITH & ASSOCIATED. LLC Pris ome At 24 » Sark Ruy Mer G-(g-69 ALICIA SMITH, PARTNER DATE tts, A Pi WED: —APPRD essai Date a/so/ a9 JOHN P. DEJONGH, JR. 4a GOVERNOR OF THE VIRGIN ISLANDS oe APPROVED AS TO LEGAL SUFFICIENCY: os, DEPARTMENT OF JUSTICE BY- Lge, if 3 . A — DATE p Pm Du- 123- 2.009 Contract No.:_felps 95 : §t-AiL obe- jot iS ala 69 > A. MOK Gh £49 Deparenent Heg# s thidals Date bs, Contractor's Initiais/Date a PROFESSIONAL SERVICES | CONTRACT THIS AGREEMENT is made this GO icy of § ue iif bel 2004 in the Territory of the Virgin Islands. by and between the Govemment of the Visein Islands. Department of. Property & Procurement on behalf of the DEPARTMENT OF HEAL TH (hereinafter referred to as “Government”} and ALICIA SMITH & ASSOCIATES. LLC. (hereinafter referred lO as “Contractor’). WHTNESSETH: i ea - ‘bs iw S Sy aly G) oO ce fe S| cb wv 5 i ca in need of the services of a Contractor to provide technical assistance in optimizing its Medicaid and SCHIP programs, by enhancing program benefits and coos Services while leveraging available federal funding: and update both State Plans. one for Medicaid and one for SCHIP: explore options for expanding Medicaid services and/or eugibility: and explore options for leveraging local funds to maximize available federal funds to support the United States Virgin Islands’ Medicaid and SCHIP Programs, and commits to assist the Government in accomplishing these goals by providing the ~ WHEREAS. Contractor understands the primary goals of the Government which are to services sei forth herein, which duties and responsibilities are more particularly described in Addendum I (Scone of Services} attached hereto, and made a part of this Contract: and WHEREAS. the Contractor represents that it is willing and capabie of providing such Services. be legally bound by this wrinen instrument, the parties hereto do covenant and agree as follows: NOW, THEREFORE. in consideration of the mutual covenants herein contained. and intending to rE SERVICES. Contractor will provide the services described in Addendum I (Scope of Services) attached hereto and made a part of this Contract. i) TERM. This Contract shall commence upon the execution of this Contract by the Govemor of the Virgin Islands (“Anniversary Date”) and shal! terminate twelve (12) months therefrom. This contract may be extended for an additional period of twelve (12) months by mutual agreement of the parties. lad COMPENSATION. The Government, in consideration of the Salisiactory performance of the services described in Addendum I (Scope of Services), agrees to pay Contractor at the hourly rate of $276 per hour noi to exceed Two Hundred Seventy Two Thousand Seven Hundred ang NO/100 Dollars ($272,708.00). in accordance with the provisions set forth in Addendum J (Compensation) attached hereto and made a part of this Contract, as compensation for its services performed pursuant io this agreement. dis TRAVEL EXPENSES. In addition io the compensation for services as specified in Paragraph g>4C ompensation) above. the Government agrees 0 pay documented transportation. subsistence, 10dging and other travel expenses. while in travel status, for tps which have been authorized in writing, in advance, dy the Government. These costs Shall be advanced or reimbursed on the same basis as is applicable io employees of the Govemment: however. said cosis and expenses shail not exceed Twenty Five Thousand aa d i: a. + ae bos i ese a Io we a Fatal PES Per = = a Hi (2 —24 OF me Contract Far Profession. __ vices Between GVI ana Alicia Smith & Associates, Lic ov ~ 10. i. and NO/106 Dollars ($25,066.06). RECORDS. The C Catractor, when applicable, will Present monthly invoices documented, Precise records of ime and/or money expended under this Contract. The Contractor shall : Provide monthly PFOSTeSS reports directly to the Governor’s Office. Commissioner of Health and the Executive Director of the Bureau of Health insurance and Medical Assistance Program. detailing the activities and ‘services completed with associated Outcomes in advancing the Medicaid Reform Project’s goals and objectives. PROFESSION aL STANDARDS. The Contractor agrees 10 maintain the professional Standards applicable to jis profession and to consultants doing business in the United States Virgin Islands. Contractor Airther agrees t0 adhere 10 local and federal laws and rules and regulations. to include the requirements of the Health Insurance Portability and Accountability Act (HIPAA) of 1996. DOCUMENTS, PRINTOUTS, ETC. All documents, books, records. instructional Materials. PFOgTams. printouts, and Memoranda of every description derived therefrom and Perlaining to this Contrac: shall become the property of the Government and shall be Tamed over to jt at the termination of this Contract. The above described materials shall not be used by Contractor or by any other PSTSOR- OF entity except upon the written. permission of the Government, LIABILITY OF OTHERS. Nothing in this Contract shali be constmed to impose any lability upon the Government to Persons, firms, aSSOCiations. or corporations engaged by Contractor as Servants. agents, or independent contaciors. or in anv other capacity whatsoever, or make Government Hable to any such persons. finns. associations or corporations for the acts. Omissions. labilities. obligations and taxes of Contractor of whatsoever nature. including but not limited to unemployment insurance and social Security taxes for Contractor. its servants. agents or independent contractors. ASSIGNMENT. The Contractor shail not Subcontract or assign any part of the Services under this Contract Without the prior wri ten consent of the Go vermment. INDEMNIFICATION. Contractor agrees tO investigate, defend and hold harmless Govemment from and against anv and all Joss. damage. ability. Claims, demands. detriments, cost, charges and expense (including attomey’s fees) and causes of action of whatsoever character which Gevernmentr May incur, sustain or be subjected tO, arising out of or in any Way connected to the S8TViCes to be performed by Contractor under this Contract and arising from any Cause. except the sole negligence af Government. INDEPENDENT C ONTRACTOR. Except as Otherwise ©xpressiy set forth herein. no agency, Parmership. joint venture. or employment relationship shall be created or inferred by the nea “See5 Page 2 of 19 SS Contractor’s Initial Contract For Professional Ser: ices Between GV] and Alicia Smith & Associates. LLC lu aay las An peed a Contra Ls - , { Departmen} Head’ ginitidls Date 19 C 5D Pad \ existence or performance of this Contract. and neither Party shall have @n) authority to bind the other in any Fespeci whatsoever. The Contractor shall perform this Contract as an independent Contractor and nothing herein, contained shall be construed to be inconsistent with this relati MSNIp or Status. GOVERNING Law. This Contract Shall be govermed by the jaws of the United States Virgin Islands and jurisdiction shall remain in any Court of competent jurisdiction in the ¥ i United States Virgin Islands. WAIVERS AND AMENDMENTS. No waiver, modification or amendment of any term, condition or provision of this contract Shall be velid or of any force or effect unless made in writing. signed dy the parties hereto or their duly authorized representatives. and Specifving with particularity the nature and extent of such waiver, modification or amendment. Any such waiver. modification or amendment in any instance or instances Shall in no event be construed to be a genera! waiver, modification or amendment of any of the terms, conditions or Provisions of this Contract but the same shal] be strictly limited and restricted to the extent and occasion specified in such signed writing or Writings. ENTIRE AGREEMENT. This Contract constitutes the entire agreement between the parties hereto and all prior understanding or communications. written or oral, with respéct 10 the Project which is the subject matter of this Contract. are merged herein. RIGHT TO WITHHOLD. If work under this Contract is not performed in accordance with the terms hereof. Government will have the. right to withhold out of any payment due to Contractor such sums as Government may deem ample to protect it against loss or to assure pavment of cleims ansing therefrom, and at its option, Government may apply - Such sums in such manner as Government may deem Proper tO secure itself or to satisfy such claims. Government will immediately notiA: the Contractor in writing in the event that it elects to exercise its right to withhold. No such Withholding or application shall be made by Government if and while Contractor @ives Satisfactory assurance to Government that such claims will be paid by Contractor or utS InSurance carrier. if applicable, in the event that such contest is NOT successful. CONDITION PRECEDENT. This Contract shall be subject to the availability and appropnation of funds and to the approval of the Governor. TERMINATION. Either paray will have the right to terminate this Contract with or without cause on thirty (30) days written notice io the other party Specifving the date of termination. = ove os 3/04 ate # Ontractor’s initials, Contract For Professions: 9c. vices Between GV1 and Alicia Smith & Associates, LLC lo I hw PaRTiaL TERMINATION. The performance of work under this Contract may be ierminated by the Government in pant, whenever the Government Shall deem such termination advisable. This partial termination shall be effected by delivering to the Contractor a Notice of Partial Termination specifying the extent to which the term and/or Gules under this Contract are terminated and the date upon which such termination becomes effective. The Contractor shall be entitled to receive payment for services provided to the date of termination, including pavment for the period of the thirty (30) dav notice. NON-DISCRIMINATION. No person shall be excluded from participating in, be denied the proceeds of, or be subject to discrimination in the performance of this Contract on account of race, creed, color. sex, religion. disability or national origin. CONFLICT OF INTEREST. {a) Contractor covenant that it has no interest and will not acquire anv interest direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contracc. (b) Contractor further covenants that it is: (1) not @ terrmorial officer or employee (ie. the Governor, Lieutenant Governor, member of the Legislamre or any other elected territorial official: or an officer or employee of the legislative, executive or judicial branch of the Government or anv agency, board, commission or independent instrumentality of the Government, whether compensated on @ salary, fee or contractual basis): or (2) a territorial officer or employee and, as such, has: G) familiarized itself with the provisions of Title 3, Chapter 37. of the Virgin Islands Code. pertaining to conflicts of interest. including the penalties provision set forth in section 1108 thereof: (i) not_ made, negoziaied or influenced this contract, in its official (2) no financial interest in the contract as that term is defined in section 1101 (1) of said Code chapter. EFFECTIVE Date. The effective date of this contract shall be the day of execution of the contract by the Governor. NOTICE. Any notice required to be given by the Terms of this Contract shall be deemed ie have been given when the same is sent by certizied mail, postage prepaid or personally delivered, addressed to the parties as foliows: .o Page 4 of 10 ‘Date Contract For Professiena! Se Vices Berween GVI and Alicia Smikh & Associates, LLC “2. 3A —T. fo tna Contract. GOVERNMENT: ivnn A. Millin Maduro Esq Commissioner Departmen: of Property and Procurement Sub Base. Building =1, Third Floor St. Thomas, Virgin Islands 00802 340.774.6828: Vivian 1. Ebbesen — F ludd. RN. BSN, MS Commissioner Virgin Islands Department of Health 1303 Hospital Ground. Ste. 10 St. Thomas, Virgin Islands 00802 CONTRACTOR: Alicia Smith, Parmer 900 2°° Street, NE Washington. DC 20002 LICENSURE. Contractor covenents that it has: (a) obtained all of the applicable licenses or permits, permanent, temporary or otherwise. as required bv Title 27 of the Virgin Islands Code: and (0} familiarized itself with the applicabie provisions of Title 27 of the Virgin Islands Code Deriaining to professions and occupations. FALSE CLaims. Contractor Warrants that it shall not. with respect to this Contract, make Or present any claim upon or against the Government of the V irgin Islands. or any officer, department. board, coramission, or other agency thereof, knowing such claim to be false. fictitious. or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is an offense under Vireo: n Islands law. > NOTICE OF FEDERAL FUNDING. Contractor acknowledges that this Contract is funded. in Whole or in part, by federal funds. Contractor werrants that it shall not, with TESPECt 10 this Contract, make. or present any claim knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making such a false, fictitious, or fraudulent claim is a federal offense. DEBARMENT CERTIFICATION. By execution of ‘this Contract, and the Debarment Certification set forth in Addendum Tf, and incorporated herein oy this reference, the ee ee Page 5 of 10 Date ; 4 ent Head's Infyels Date” 4 _ © €onmactor’s tnitialt Contract For Profession: wn. vices Between GV and Alicia Smith & Associates, LLC Contractor certifies that it is eligible to receive contract awards using appropriated funds and that it has not been suspended or debarred from entering into coniracts with anv federal agency. its subcontracts hereund PARTIES EXC LUDED PROCUREMENT™ eligibility to receive FROM FEDERAL The Contractor shal! include this provision in each of *r and shall fumish its subcontractors with the current “LIST OF PROCUREMENT In the event the C Onuactor Or any subcontractor misrepresents its ontraci awards using federal funds. the Contractor or subcontractor agrees that it shall not a be entitled to payment for any work performed under OR NON Or any sudcontract and that the Contractor or subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. IN wr ITNESS WH WTITIEn. HEREOF. the parties have hereunto set their hand WITNESSES: GOVERNMENT OF THE Vircrs ESLANDS S on the day and vear first above i Commissioner eo iv Virgin islands Department of Health ae, A. Millin Maduro, as 4 ~Commissionér ‘ Department of Property and ‘sidan J LUE LY aed Lé bol Dae 7 y CONTRACTOR Alicia Smith & Associates, LLC Alicia Smith, Partner ~~ Date a eae te .qPage 6 of 10 Contag Ron, fF -i 2 ere ASF Depart , Head's Ufitials Daze Ve Contractor's Initials D ! federally this contract Contract For Professional Services Between GV1I and Alicia Smith & Associates, LEC APPROVED: aan JOHN P. de JONGH. IR. Date GOVERNOR OF THE VIRGIN ISLANDS APPROVED AS TO LEGAL SUFFICIENCY DEPARTMENT OF JUSTICE BY: * t a ~ i 4 . =e = r Viv dG = 4 =i ss = Date 2 Wihcent is Prazer _ Sea “Saromey Genera] ACCOUNT CODE NO. A. CERTIFICATE OF APPROV4E aS I hereby certify that this is a true and exa the Opy of Contract No. entered into between The of and Procurement Lynn A. Millin Maduro, Commissioner Department of Property and Procurement —— = ge =. a _ Page 7 of 16 Cont ee ee. in Zo —sT Ls By? i ee a SS rk | y Fi tac’s | ais "Date Cc ontraciors — Contract For Professiona: | iges Between GVI and Alicia Smith & Associates, LLC ADDENDLW! SCOPE OF SERVICES (This Addendum should contain a detailed and specific description of the scope of the services and tasks to be performed ‘by the Contractor. including time period for completion of tasks, submission of deliverables. certification of Satisfactory completion of services, etc.) SCOPE OF WORK To BE PERFORVED Under the terms of this Agreement, and in fulfilling Contractor's Duties and Responsibilities, Contractor Shali- » Update both State Plans. one for Mediceid and one for $CHE: > Explore options for expanding Medicaid. services and ‘or eli eibilitv: > Explore options for leveraging local funds to maximize available federal funds to Support the USVI's Medicaid and SCHIP programs: ® Hold targeted discussions with established workgroups and other key stakeholders to identify and properly rank Programmatic and budgetary priorities and potential constraints: > Identify the right options for revising thé territorv’s Medicaid and SCHIP State Plans. The changes to the State Plans will focus on possible increases in income eligibility criteria and on revitalizing the benefit package offered to Medicaid and SCHIP recipients: > Work to identify opportunities for maximizing the availability of finds for the Medicaid and SCHIP programs: . > Conduct a thorough review of the existing State Plans: > Conduct a comprehensive analysis of available data which would be used to assess the fnancial impact associated with revising the State Plans to include © services and/or individuals not covered under the current programs: > Model various scenarios for program eligibilin’ modifications. service additions or changes and reimbursement changes in order to assess their fiscal impact. The resulis would be presented to the project team as a formal report with recommendations: wm > Facilitate discussions for final decisions on issues related to State Plan ® Prepare SPAs for submission to CMS> and > Assist in answering questions from C MS. provide expert testimony regarding the approaches used in other states. and/or prepare responses to objections raised by i Pg cells Pd a tS A ~ ~ Ba Php W08 ie, aos Page 8 of 16 DepariHene Hac 'S Iniddls Date 7 a Contractor's initiaistDate | Comtract For Professions. ~-. Vices Berween GV] and Alicia Smith & Associates. ELE. iferent communities and/or agencies to the programmatic changes which will be roposed. ie Explore various approaches. along with the relative costs and benefits of each approach. to drawing down the full alloument of federal matching funds for Federal Fiscal Year (FFY} 2008. We will identify expenditures made during the last half FFY 2007 (assuming there is unused federal allotment) and during FFY 2008 for which we cen file retroactive claims. It is our understanding that up to $6.5 million in federal matching funds could be available for draw down for FFY 2068: : Assist the Government in filing federal match claims for Federal Fiscal Years 2007 and 2008: Review data related to eligibility and Der-recipient costs under the current Programs in order to fully capture Program expenditures: Examine how public providers are capturing costs and, if needed. recommend and build new reporting mechanisms that include ail Medicaid éligible recipients (including those eligible through DHS and DOE): Examine methods in which zo leverage local dollars to draw down federal funds through. for example, certifying the expenses of publicly Amded hospitals and clinics: and ue ty Model the ramifications of the Proposed eligibility and service enhancements on both territorial and federaj funding, and discuss the benefits and drawbacks of the proposed enhancements in the context Of their impact on both funding sources: Build a project ‘management plan that lays owt the tasks associated with the Project, and the time and effort associated with these tasks: Provide Monthly Progress Reports. fa. he | Contractor's Initial Qs One ME COS i? Contract For Profession, __. vices Between GV? and Alicia Smith & Associates, LLC ADDENDUM Ti COMPENSATION in consideration of the Contractor's Satisfactory performance of the services described in Addendum I to this Contract. the Government Shall compensate the Contractor as follows: i. Amount of Com pensation: $272,700.00 in the aggregate for the Medicaid Reform Project. Method of Payment: The Government shall pay Contractor at the hourly rate of $270 for each hour of Service provided. Contractor shall invoice the Government at the end of every month for services provided. The Government herein commits to utilize its best efforts to ensure the timely payment of all submitted invoices within fifteen (15) davs of their receipt. Contractor Shall not bill in excess of 165 heurs monthly or $45,006 per month unless authorized in writing dy the Government. The Projected completion of the Medicaid Reform Project is six (6) months and shall cost the Government in the aggregate BO more than $272,700.90. Travel Expenses: The Government agrees 10 pay the Contractor for travel expenses, In an amount ROT to exceed Twenty Five Thousand and NO/100 Dollars ($25,008.00), and in accordance with Daragraph 4 of this Contrac:. oS 5 Page 10 of 10 : i _ -- Contractor's Initials Date