Contract Amendment No. 3

/ I

Contract Number 15-67191A3

CONTRACT AMENDMENT NO. 3

Original Contract Number 15-67191

PARTIES

This Amendment to the above-referenced Original Contract (hereinafter called the "Contract") is entered into by and between Southern Colorado Developmental Disabilities Services, Inc., 1205 Congress Drive, Trinidad, CO, 81082, (hereinafter called "Contractor"), and the STATE OF COLORADO, acting by and through the Department of Health Care Policy and Financing, 1570 Grant Street, Denver, Colorado 80203 (hereinafter called " Department" or "State.")

EFFECTIVE DATE ANDENFORCEABILITY

ThisAmendment shallnotbeeffectiveorenforceableuntilitisapprovedandsignedbytheColoradoState Controller or designee (hereinafter called the "Effective Date.") The Department shall not be liable to pay or reimburse Contractor for any performance hereunder, including, but not limited to, costs or expenses incurred,orbeboundbyanyprovisionhereofpriortotheEffective Date.

FACTUALRECITALS

ThePartiesenteredintotheContracttosecurecasemanagement,associatedutilizationreviewservices,and other administrative activities for applicants and individuals of the Home and Community Based Services DevelopmentalDisabilities(HCBS-DD),HomeandCommunityBasedServicesDevelopmentallyDisabled Supported Living Services (HCBS-SLS), Home and Community Based Services Children's Extensive Support (HCBS-CES) Medicaid Waivers, State Supported Living Services (State-SLS), Omnibus Budget ReconciliationActof1987SpecializedServices(OBRA-SS)andFamilySupportServicesProgram(FSSP). The Contractor was selected by the State in accordance with Colorado Revised Statute (C.R.S.) Title 25.5, Article 10. The purpose of this Amendment is to update the statement of work and extend the term of the contract.

CONSIDERATION

The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Amendment.

LIMITS OFEFFECT

ThisAmendmentisincorporatedbyreferenceintotheContract,andtheContractandallprioramendments thereto,ifany,remaininfullforceandeffectexceptasspecificallymodifiedherein.

MODIFICATIONS

The Contract and all prior amendments thereto, if any, are modified as follows:

A.Section5,Term,SubsectionA,InitialTerm,isherebydeletedinitsentiretyandreplacedwith thefollowing:

InitialTerm

The Parties' respective performances under this Contract shall commence on the later of either the Effective Date or July 1, 2017. This Contract shall expire on June 30, 2018, unless sooner terminated or further extended as specified elsewhere herein.

Section7,PaymentstoContractor,SubsectionA,Maximum Amount,isherebydeletedinits entiretyandreplacedwiththefollowing:

A.MaximumAmount

The maximum amount payable statewide for all CCB Contractors under this Contract for StateProgramsandMedicaidProgramsisshowninthefollowingtable,asdeterminedby theDepartmentfromavailablefunds.

PaymentstoContractorsforMedicaidProgramsarclimitedtothenumberofauthorized enrollmentsauthorizedbytheDepartmentinaccordancewithExhibitA.Themaximum amountpayablebytheDepartmentstatewideformultipleContractors is:

State Program State riscal Year 2014-15 / $21,122,712.28
Medicaid Program State Fiscal Year 2014-15 / $4,507,104.00
State Program State Fiscal Year 2015-16 / $21,840,297.00
$4,416,349.00
Medicaid Program State Fiscal Year 2015-16
State Program State Fiscal Year 2016-17 / $20,249,749.00
Medicaid Program State Fiscal Year 2016-17 / $4,635,310.00
State Program State Fiscal Year 2017-18 / $20,341,902.00
Medicaid Program State Fiscal Year 2017-18 / $5,255,829.00
Total for All State Fiscal Years / $102,369,252.28

Exhibit A, Statement of Work, is hereby deleted in its entirety and replaced with Exhibit A3, Statement of Work, attached hereto and incorporated by reference into the Agreement. All references within the Agreement to Exhibit A or A-2, shall be deemed to reference to Exhibit A3.

STARTDATE

This Amendment shall take effect on the later of its Effective Date or July 1, 2017.

ORDEROFPRECEDENCE

Except for the Special Provisions and the HIPAA Business Associates Addendum, in the event of any conflict,inconsistency,variance,orcontradictionbetweentheprovisionsofthisAmendmentandanyofthe provisions of the Contract, the provisions of this Amendment shall in all respects supersede, govern, and control.ThemostrecentversionoftheSpecialProvisionsincorporatedintotheContractoranyamendment shallalwayscontrolotherprovisionsintheContractoral')yamendments.

AVAILABLE FUNDS

Financial obligations of the state payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, or otherwise made available to the Department by the federal government, state government and/or grantor.

Contract Number 15-67191A3

THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT

PersonssigningforContractorherebyswearandaffirmthattheyareauthorizedtoactonContractor'sbehalf andacknowledgethattheStateisrelyingontheirrepresentationstothateffect.

CONTRACTOR:

Southern Colorado Developmental Disabilities Services, Inc.

STATE OF COLORADO:

John W. Hickenlooper, Governor

By:l--/

·£G.J-..

J_JL_

By:

Date:

Signature of Authorized Officer

PrintedNameofAuthorizedOfficer

Date:

r-'ott-gjp;/;f1a.o.l

to/z.?/r:;-

LEGAL REVIEW:

John W. Suthers, Attorney General

Printed Title of Authorized Officer

By:

Date:

ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER

CRS§24-30-202requirestheStateControllertoapproveallStateContracts.ThisContractisnotvaliduntil signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligatedtopayContractorforsuchperformance orforanygoodsand/orservicesprovidedhereunder.

Q..Ec

EXHIBIT A-I, STATEMENT OF WORK SECTION1.0TERMINOLOGY

1.1.

1.1.1.

1.1.1.1.

ACRONYMS, ABBREVIATIONS AND OTHER TERMINOLOGY

Acronyms, abbreviations and other terminology are defined at their first occurrence in this Contract. The following list is provided to assist the reader in understanding acronyms, abbreviations and terminology used throughout this document.

Adult Supported Living Services - State funded Adult Supported Living Services augment available support for those individuals who either can live independently with limited supports, or who, if they need extensive support, are getting that support from other sources, such as family. Supported Living Services (SLS) provide the necessary assistance and support to meet the daily living and safety needs of adults who remain responsible for their own living arrangements (including room and board expenses). Additional requirements regarding Adult Supported Living Services are found at 10 CCR 2505-10, section 8.609.1.

1.1.1.2.

l. l. l.2. l. 1.1.1.2.2. 1.1.1.2.3. 1.1.1.2.4. 1.1.1.2.5. 1.1.1.2.6. 1.1.1.2.7. 1.1.1.2.8. 1.1.1.2.9. 1.1.1.2.10. 1.1.1.3.

1.1.1.4.

1.1.1.5.

BusinessDay-AnydayinwhichtheDepartmentisopenandconductingbusiness,butshallnot include weekend days or any day on which the Department observes one of the following holidays:

New Ycar's Day.

Martin r ,uther King, Jr. Day.

Washington-Lincoln Day (also referred to as President's Day). Memorial Day.

Independence Day.

Labor Day.

Columbus Day.

Veterans' Day.

Thanksgiving Day.

Christmas Day.

Business Interruption -Any event that disrupts the Contractor's ability to complete the Work for a period of time, and may include, but is not limited to a Disaster, power outage, strike, loss of necessary personnel or computer virus.

Case Management - Coordination of services provided for persons with intellectual and developmental disabilities that consists of facilitating enrollment; locating, coordinating, and monitoring needed developmental disabilities services; and coordinating with other non developmental disabilities funded services, such as medical, social, educational, and other services to ensure non-duplication of services and monitor the effective and efficient provision of services across multiple funding sources. Case Management under this Contract is funded with General Fund.

Client - Any individual eligible for or enrolled in the Colorado Medicaid program or State Programs identified in this Contract, as Determined by the Department.

1.1.1.6.CloseoutPeriod-Theperiodbeginningon theearlierofninety(90)dayspriortotheendofthe lastrenewal yearoftheContractornoticebytheDepartmentofnon-renewal andendingonthe day that the Department has accepted the final deliverable for the Closeout Period and has determinedthatthefinaltransitioniscomplete.

1.1.1.7.Critical Incident - Incidents of persons receiving services or incidents involving staff, volunteers or contractors that include mistreatment, abuse, neglect, exploitation, serious injury, medical crisis, missing person, death, restraint, and incidents involving unusualoccurrences.

l. l .1.8. Critical Incident Reporting System (CIRS) - is the web-based database operated by the Department where critical incident information involving individuals receiving services and/or staffprovidingservicesisentered.DataenteredintothedatabaseisreviewedbytheDepartment toensureadequatecriticalincidentmanagement.

1.1.1.9.Disaster - An event that makes it impossible for the Contractor to perform the Work out of its regular facility, and may include, but is not limited to, natural disasters,fire or terrorist attacks.

1.1.1.10.Functional Needs Assessment - A comprehensive face-to-face evaluation using the Uniform Long Term Care instrument and medical verification on the Professional Medical Information Pagetodetermineiftheclientmeetsthelevelofcare(LOC).

1.1.1.11.Incident - An event where a person receiving services is injured, lost or missing, has a medical emergency,ishospitalized,becomesdeceased,haserrorsinmedicationandhaspropertystolen. Incidents also include reports that are unusual and require review, allegations of abuse, mistreatment, neglect or exploitation, and involves the use of safety control or emergency procedures.

l. l. l.12. Key Personnel - Includes Executive Director, Chief Financial Officer, Licensed Medical Professional, and Case Management Director.

1.1.1.13.Operational Start Date - The later of July l, 2014 or when the Department authorizes the ContractortobeginfulfillingitsobligationsundertheContract.

1.1.1.14.. Other Personnel - Individuals and Subcontractors, in addition to Key Personnel, assigned topositionstocompletetasksassociated withtheWork.

1.1.1.15.PHI - Protected HealthInformation.

1.1.1.16.PMIP - Professional Medical Information Page (PMIP) means the medical information form signed by a licensed medical professional used to verify the client needs institutional level of care; part of the ULTC 100.2assessment.

1.1.1.17.Provider - Any health care professional or entity that has been accepted as a provider in the Colorado Medicaid Program, as determined by theDepartment.

I .1.1.18. Quality Assurance - The performance of activities related to the waiver Quality Improvement Strategy (QIS), as well as, the mechanisms for overall quality assurance and system improvement.

1.1.1.19.Quarter - Four (4) distinct time periods during the state fiscal year. Quarter one (1) begins on July I and ends September 30. Quarter two (2) begins on October I and ends December 31. Quarterthree(3)beginsonJanuary 1andendsMarch31.Quarterfour(4)beginsonApril1and ends on June30.

1.1.1.20.SFY-StateFiscalYear.Thetwelve(12)monthperiodbeginningonJulyIstofayearandending on June 30th of the followingyear.

1.1.1.21.Surcharge-AnyadditionalamountaddedbytheContractor,overandabovetheratecharged by thesubcontractortotheContractor,whichwouldbeshownonanindividual'sserviceplanoron encounterdataserviceratessubmittedtotheDepartment.

1.1.1.22.Waiting List - A list of otherwise eligible individuals established to manage selection of individuals' entrance into the waiver until approved capacity and funding become available. A listofotherwiseeligibleindividualsestablishedtomanageselectionofindividual'sentranceinto theStateGeneralFundprogramsuntilcapacityandfundingbecomesavailable.

1.2.CONTRACTOR'S GENERAL REQUIREMENTS

1.2.1.TheDepartmentwillcontractwithonlyone(1)organization, theContractor,andwillworksolely with that organization with respect to all tasks and deliverables to be completed, services to be rendered and performance standards to bemet.

1.2.2.TheContractormaybeprivytointernalpolicydiscussions, contractualissues,pricenegotiations, confidential medical information, Department financial information, and advance knowledge of legislation. In addition to all other confidentiality requirements of the Contract, the Contractor shall also consider and treat any such information as confidential and shall only disclose it in accordancewiththetermsoftheContract.

1.2.3.The Contractor shall work cooperatively with key Department staff and, if applicable, the staff of other Department contractors or other State agencies to ensure the completion of the Work. The Department may, in its sole discretion, use other contractors to perform activities related to the WorkthatarenotcontainedintheContractortoperformanyoftheDepartment'sresponsibilities. In the event of a conflict between the Contractor and any other Department contractor, the Department will resolve the conflict and the Contractor shall abide by the resolution provided by theDepartment.

1.2.4.The Contractor shall inform tht: Department, upon re4uest, on currt:nt trends and provide information on new technologies in use that may impact the Contractor's responsibilities under thisContract.

1.2.5.Deliverables

1.2.5.1.All deliverables shall meet Department-approved format and content requirements. The Departmentwillspecifythenumberofcopiesand mediaforeachdeliverable.

1.2.5.2.Eachdeliverablewillfollowthedeliverablesubmissionprocessasfollows:

1.2.5.2.1.TheContractorshallsubmiteachdeliverabletotheDepartmentforreviewandapproval.

1.2.5.2.2.The Department will review the deliverable and may direct the Contractor to make changes to the deliverable. The Contractor shall make all changes within ten (10) Business Days following the Department's direction to make the change unless the Department provides a longer period inwriting.

1.2.5.2.2.1.Changes the Department may direct include, but are not limited to, modifying portions of thedeliverable,requiringnewpagesorportionsofthedeliverable,requiringresubmission ofthedeliverableorrequiringinclusionofinformationthatwasleftoutofthedeliverable.

1.2.5.2.2.2.The Department may also direct the Contractor to provide clarification or provide a walkthrough of each deliverable to assist the Department in its review. The Contractor shallprovidetheclarification orwalkthroughasdirectedbytheDepartment.

1.2.5.3.

1.2.5.4.

1.2.5.5.

1.2.5.6.

1.2.5.7.

1.2.5.7.1.

The Contractor shall employ an internal quality control process to ensure that all deliverables, documentsandcalculationsarecomplete,accurate,easytounderstandandofhighquality.The Contractor shall provide deliverables that, at a minimum, are responsive to the specific requirements for that deliverable, organized into a logical order, contain no spelling or grammatical errors, are formatted uniformly and contain accurate information and correct calculations. The Contractor shall retain all draft and marked-up documents and checklists utilizedinreviewingdeliverablesforreferenceasdirected bytheDepartment.

IntheeventthatanyduedateforadeliverablefallsonadaythatisnotaBusinessDay,thenthe duedateshallbeautomaticallyextendedtothenextBusinessDay,unlessotherwisedirectedby theDepartment.

Allduedatesortimelinesthat referenceaperiodofdays,monthsorquartersshallbemeasured in calendar days, months and quarters unless specifically stated as being measured in Business Daysorotherwise.AlltimesstatedintheContractshallbeconsideredtobeinMountainTime, adjustedforDaylightSavingTimeasappropriate,unlessspecificallystatedotherwise.

No deliverable, report, data, procedure or system created by the Contractor for the Department thatisnecessarytofulfillingtheContractor'sresponsibilitiesundertheContract,asdetermined bytheDepartment,shallbeconsideredproprietary.

If any deliverable contains ongoing responsibilities or requirements for the Contractor, such as deliverables that are plans, policies or procedures, then the Contractor shall comply with all requirements of the most recently approved version of that deliverable.

Any deliverable described as an update of another deliverable shall be considered a version of the original deliverable for the purposes of this subsection.

1.2.6.

1.2.6.1.

1.2.7.

1.2.7.l. 1.2.7.1.1.

1.2.7.2.

1.2.7.2.l.

Stated Deliverables and Performance Standards

AnysectionwithinthisStatementofWorkheadedwithorincludingtheterm"DELIVERABLE" or "PERFORMANCE STANDARD" is intended to highlight a deliverable or performance standardcontainedinthisStatementofWorkandprovideaclearduedatefordeliverables.The sections with these headings are not intended to expand or limit the requirements or responsibilitiesrelatedtoanydeliverableorperformancestandard.

Communication Requirements Communication with the Department

The Contractor shall enable all Contractor staff to exchange documents and electronic files with the Department staff in formats compatible with the Department's systems. The Department currently uses Microsoft Office 2013 and/or Microsoft Office 365 for PC. If the Contractorusesacompatible programthatisnotthesystemusedbytheDepartment,thenthe ContractorshallensurethatalldocumentsorfilesdeliveredtotheDepartmentarecompletely transferrableandreviewable,withouterror,ontheDepartment'ssystems.

Communication with Clients, Providers and Other Entities

The Contractor shall create a Communication Plan that includes, but is not limited to, all of thefollowing:

1.2.7.2.1.1.AdescriptionofhowtheContractorwillcommunicatetoClientsanychangestotheservicesthoseClientswillreceiveorhowthoseClientswillreceivetheservices.

1.2.7.2.1.2.

1.2.7.2.1.3.

1.2.7.2.1.4.

1.2.7.2.1.5.

1.2.7.2.1.5.1.

1.2.7.2.1.5.2.

1.2.7.2.1.5.3.

1.2.7.2.2.

1.2.7.2.2.1.

1.2.7.2.2.2.

1.2.7.2.3.

1.2.7.2.3.1.

1.2.7.2.3.2.

1.2.7.2.4.

1.2.7.2.4.1.

1.2.7.2.4.2.

A description of the communication methods, including things such as email lists, newslettersandotheHnethods,theContractorwillusetocommunicatewithProvidersand Subcontractors.

The specific means of immediate communication with Clients and a method for accelerating the internal approval and communication process to address urgent communications or crisis situations.

A general plan for how the Contractor will address communication deficiencies or crisis situations,includinghowtheContractor willincreasestaff,contacthoursorotherstepsthe Contractor will take if existing communication methods for Clients or Providers are insufficient.

A listing of the following individuals within the Contractor's organization, that includes cell phone numbers and email addresses:

An individual who is authorized to speak on the record regarding the Work, the Contract or any issues that arise that are related to the Work.

An individual who is responsible for any website or marketing related to the Work.

Back-up communication staff that can respond in the event that the other individuals listed are unavailable.

The Contractor shall deliver the Communication Plan to the Department for review and approval.

DELIVERABLE: Communication Plan

DUE: Within forty-five (45) Business Days after the Effective Date

TheContractorshallreviewitsCommunicationPlanonanannualbasisanddetermineifany changes are required to account for any changes in the Work, in the Department's processes and procedures or in the Contractor's processes and procedures. The Contractor shall submit an Annual Communication Plan Update that contains all changes from the most recently approved prior Communication Plan, Annual Communication Plan Update or Interim CommunicationPlanUpdateorshallnotethattherewerenochanges.

DELIVERABLE: Annual Communication Plan Update DUE: Annually, by July 15th of each year

TheDepartmentmayrequestachangetotheCommunicationPlanatanytimetoaccountfor anychangesintheWork,intheDepartment'sprocessesandproceduresorintheContractor's processes and procedures, or to address any communication related deficiencies determined by the Department. The Contractor shall modify the Communication Plan as directed by the Department and submit an Interim Communication Plan Update containing all changes directed by theDepartment.

DELIVERABLE: Communication Plan Update

DUE: Within thirty (30) Business Days following the receipt of the request from the Department, unless the Department allows for a longer time in writing.

1.2.8.BusinessContinuity

1.2.8.1.

1.2.8.1.1.

1.2.8.1.2.

1.2.8.1.2.1.

1.2.8.1.3.

1.2.8.1.4.

1.2.8.1.5.

1.2.8.1.6.

The Contractor shall create a Business Continuity Plan that the Contractor will follow in order to continue operations after a Disaster or a Business Interruption. The Business Continuity Plan shall include, but is not limited to, all of the following:

How the Contractor will replace staff that has been lost or is unavailable during or after a Business Interruption so that the Work is performed in accordance with the Contract.

HowtheContractorwillback-upallinformation necessarytocontinueperformingtheWork, sothatnoinformationislostbecauseofaBusiness Interruption.

In the event of a Disaster, the plan shall also include how the Contractor will make all information available at its back-up facilities.

How the Contractor will minimize the effects on Clients of any Business Interruption.

HowtheContractorwillcommunicatewiththeDepartmentduringtheBusinessInterruption and points of contact within the Contractor's organization the Department can contact in the event of a BusinessInterruption.

Plannedlong-termback-upfacilitiesoutofwhichtheContractorcancontinueoperationsafter aDisaster.

The time period it will take to transition all activities from the Contractor's regular facilities to the back-up facilities after a Disaster.

1.2.8.2.

1.2.8.2.1.

1.2.8.2.2.

1.2.8.3.

1.2.8.3.1.

1.2.8.3.2.

The Contractor shall deliver the Business Continuity Plan to the Department for review and approval.

DELIVERABLE: Business Continuity Plan

DUE: Within forty-five (45) Business Days after the Effective Date

The Contractor shall review its Business Continuity Plan at least semi-annually and update the plan as appropriate to account for any changes in the Contractor's processes, procedures or circumstances. The Contractor shall submit an Updated Business Continuity Plan that contains allchangesfromthemostrecentlyapprovedpriorBusinessContinuityPlanorUpdatedBusiness ContinuityPlanorshallnotethattherewerenochanges.

DELIVERABLE: Updated Business Continuity Plan

DUE: Semi-annually, By July 15th and January 15th of each year

1.2.8.4. In the event of any Business Interruption, the Contractor shall implement its most recently approved Business Continuity Plan or Updated Business Continuity Plan immediately after the Contractor becomes aware of the Business Interruption. In that event, the Contractor shall comply with all requirements, deliverables, timelines and milestones contained in the implemented plan.

1.2.9.Long-RangePlan

1.2.9.1.1.The Contractor shall submit an annual long-range plan or annual update to that plan for its designated service area pursuant to 10CCR 2505-10, section 8.601.1 (c).

1.2.9.1.1.1.DELIVERABLE: Long-RangePlan

1.2.9.1.1.2.DUE:Withinforty-five(45)BusinessDaysaftertheEffectiveDate

1.2.9.1.2.The Contractor shall review its Long-Range Plan on an annual basis and determine if any changes are required to account for any changes in the Work, in the Department's processes and procedures or in the Contractor's processes and procedures. The Contractor shall submit anAnnualLong-RangePlanUpdatethatcontainsallchangesfromthemostrecentlyapproved priorLong-RangePlan,AnnualLong-RangePlanUpdateorInterimLong-RangePlanUpdate orshallnotethattherewerenochanges.

1.2.9.1.2.1.DELIVERABLE: Updated Long-Range Plan 1.2.9.1.2.2.DUE: Annually, By July 15 th of eachyear

1.2.10.PerformanceReviews

1.2.10.1.The Department may conduct performance reviews or evaluations of the Contractor in relation totheWorkperformedundertheContract.