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HomeMy WebLinkAboutTuscarora Managed Care - Tuscarora Managed Care AlliancePage 1 of 7 AGREEMENT THIS STAFFING AGREEMENT, is made this 15th day of October 2026, by and between the fourth class having its principal office at the Office of the County Commissioners, Commissioners' Complex, 272 North Second Street, Chambersburg, Pennsylvania 17201, and the Tuscarora cooperative entity established by Franklin and Fulton Counties pursuant to 53 Pa.C.S.A. § 2301 et seq., having its principal place of business at 425 Franklin Farm Lane, Chambersburg, Pennsylvania, 17202. WITNESSETH WHEREAS, the Pennsylvania Medical Assistance Program (MA Program) is organized under Title XIX of the Social Security Act (42 U.S.C.A. §§ 1396 et seq.) and under the Pennsylvania Public Welfare Code, 62 P.S. § 201 et. seq., to provide payment for medical services to persons eligible for Medical Assistance (MA); and WHEREAS, Section 443.5 of the Public Welfare Code (62 P.S. § 443.5) authorizes the Commonwealth of Pennsylvania Department of Human Services (hereinafter referred to as HS WHEREAS, the United States Department of Health and Human Services Centers for Medicare (HealthChoices Waiver) submitted by DHS under Section 1915(b) of the Social Security Act, 42 U.S.C. 1396n to implement a mandatory managed care program under the name HealthChoices Pennsylvania counties of, inter alia, Franklin and Fulton (hereinafter collectively referred to as WHEREAS, the Commonwealth has offered the Counties the right of first opportunity to administer the HealthChoices program in order to better coordinate behavioral health services provided under MA with other publicly funded behavioral health and human services; and WHEREAS, County has identified a public welfare need for said services; and WHEREAS, the Counties formed a multi-county intergovernmental cooperative entity known as the Tuscarora Managed Care Alliance (TMCA) for purposes of participation in HealthChoices; and WHEREAS, TMCA has agreed to be the Primary Contractor pursuant to a HealthChoices Behavioral Health Agreement between DHS and TMCA and to administer and be responsible for the execution of the HealthChoices program; and WHEREAS, TMCA must have professional expertise and support in the oversight and administration of HealthChoices; and Page 2 of 7 WHEREAS, TMCA, must oversee and manage HealthChoices in accordance with all applicable state and federal laws, rules and regulations, as they may apply; and WHEREAS, County has made significant staff investment to establish TMCA and develop HealthChoices expertise; and WHEREAS, TMCA is desirous of contracting for the professional expertise of Franklin County staff to serve in several positions at TMCA. NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties, intending to be legally bound, hereby agree as follows: 1. Term: The term of this Agreement shall be effective as of the 1st day of October 2026, and shall expire on the 31th day of March 2027. 2. Termination: Either party may terminate this Agreement upon at least One Hundred and Eighty (180) days written notice to the other except for just cause in which case either party may terminate this Agreement immediately by providing written notice to the other. Termination will have no effect upon the rights and obligations of the parties arising out of any transaction(s) occurring prior to the effective date of such termination. In the event that this Agreement is terminated, TMCA agrees to compensate Franklin County for the costs of services performed to the date of termination at the rates provided for in this Agreement. 3. Assignment of Personnel: Franklin County will make available and assign qualified Franklin County employees (hereinafter respective duties listed in Appendix A, said appendix being incorporated herein and made apart hereof by reference. The Staff so chosen by Franklin County shall be subject to acceptance by TMCA. Names of candidates and their resumes and/or applications for any vacancy with regard to the TMCA management staff shall be provided to Fulton County Commissioners and/or their designee and the Fulton County Commissioners and/or their designee shall be included in the interview and selection process. In the event TMCA and Franklin County cannot mutually agree vacancy in said position then TMCA, upon consent of the TMCA Board, shall be free to make Agreement relative to that position shall cease. The assigned Franklin County Staff shall be expected to devote their full, normal business time and attention to their TMCA assignment. While these Franklin County employees will report to TMCA's Board of Directors and/or the TMCA Executive Director, as the case might be, on TMCA operations and activities, they will remain employed by Franklin County, reporting for all normal employment purposes, not inconsistent with their duties to TMCA, to the Franklin County Board of Commissioners or their assigns. 4. Exclusivity: Franklin County agrees during the term of this Agreement not to assign any duties of Franklin County itself to the respective Staff unless otherwise mutually agreed to in writing for joint Page 3 of 7 projects. 5. Conflicts: This contract and the Franklin County position are intended to be consistent with each other, however, should there be any conflict between the two, this Agreement shall control. 6. Reimbursement: Franklin County will continue to pay the salary, costs, and benefits if any, for its assigned Staff. TMCA will reimburse Franklin County the actual costs of the Staff assigned hereunder within 30 days of receipt of an invoice. Franklin County hereby expressly acknowledges that TMCA funds are strictly budgeted. In the event total reimbursement for all Staff provided hereunder will exceed an annual amount of Three Hundred Sixty Nine Thousand Six Hundred Eighty-Six Dollars ($369,686.00) then the parties hereto shall mutually agree, evidenced by a writing, on the amount of said overages. Nothing in this section shall preclude the parties from apportioning the costs of the assigned Staff, and the reimbursement amount due from TMCA, as may be subsequently mutually agreed to in writing for certain joint projects. 7. Conditions Precedent: TMCA specifically conditions all obligations and payments to Franklin County under this Agreement upon the fulfillment by any relevant state or federal funding source of its obligations and payment responsibilities to TMCA for the services to be provided hereunder. 8. Ancillary Costs: Ancillary costs related to the Staff, other than the actual costs described in paragraph 6 above, including but not limited to reimbursement for legitimate business expenses (consistent with any established policies of TMCA), shall be reimbursed or paid directly to the Staff by TMCA, so long as such ancillary costs are permitted by County policy and reimbursed in an amount or rate consistent with established County policies. 9. Incidents of Employment: The assigned Staff shall be subject to Franklin County's established arrangements for such incidents of employment as paid time off and the like. Franklin County will require the assigned Staff to provide advance notification to the TMCA Board of Directors, or the Executive Director as the case may be, via e-mail, phone, or memo whenever Staff will be absent from assigned duties to TMCA for vacation, the use of compensatory time, FMLA time, personal days, and the like, for five or more consecutive business days. 10. Evaluation and Performance: TMCA will keep both Counties promptly appraised of all performance issues relative to the Staff. If Franklin County becomes aware of any issues that will lead to discipline or termination of the Executive Director or any fraud allegations against any Staff they shall notify Fulton County immediately. 11. Termination and Replacement of Staff: Should Franklin County terminate the employment of any Staff assigned hereunder, Franklin County shall immediately notify TMCA and hereby expressly consents that TMCA may, but is not obligated to, hire said Staff person directly conditional upon TMCA Board approval. If TMCA Page 4 of 7 does hire said person directly then Franklin County shall no longer be obligated under this Agreement to supply a person for said position and shall not receive reimbursement for said position. In the event TMCA does not hire said person directly then Franklin County shall assign a new Franklin County employee, pursuant to the procedures of paragraph 3 above, within thirty irectly hiring said Staff. In the event TMCA has just cause to be dissatisfied with any of the Staff assigned by Franklin County then TMCA shall notify Franklin County in writing and, if Franklin County is unable to remediate the cause of the dissatisfaction, then Franklin County shall assign a new Franklin County employee, pursuant to the procedures of paragraph 3 above, within sixty (60) days of receipt of 12. Order of Precedence: Any ambiguity, conflict or inconsistency between the documents comprising TMCA shall be resolved according to the following order of precedence: (1) The Intergovernmental Agreement between Franklin and Fulton Counties. (2) This Contract. (3) Attachment A. 13. Indemnification: TCMA agrees to indemnify and hold harmless Franklin County from and against, and to reimburse the Franklin County with respect to, any and all claims, demands, causes of action, losses, fees and other costs and expenses incident to any claim, suit, action or proceeding) arising out of or resulting from this Agreement and/or the services rendered hereunder, including, without limitation, any and all known or unknown, foreseen or unforeseen, matured or unmatured claims and the consequences thereof, except to the extent that Franklin County, pursuant to the Intergovernmental Agreement, may be liable as a Member of TMCA. 14. Relationship of Parties: For purposes of this Agreement Franklin County is supplying its own employees to TMCA. No withholding will be made by TMCA for the Franklin County Staff assigned hereunder for any federal, state or local taxes, Social Security, or other taxes from the amounts to be paid to Franklin County by TMCA. Franklin County further agrees to be solely responsible for the payment and withholding of such taxes. Franklin County agrees to hold TMCA harmless from the assessment of any and all taxes due and payable by Franklin County arising from any compensation received from TMCA. The Staff provided hereunder, as Franklin County employees, are not covered by or unemployment insurance as provided by TMCA to its employees, if any, and, if permissible under applicable law, Franklin County expressly waives any such TMCA coverage of its Staff. 15. Standard of Conduct: Franklin County warrants that all Staff assigned hereunder will behave and conduct themselves reasonably, prudently, and courteously in such a manner as not to reflect adversely upon TMCA; and will perform at all times faithfully, industriously, and to the best of their ability, experience, and talents, all of the duties that may be required of them pursuant to the expressed terms of this Agreement. In the event TMCA believes any such Staff assigned hereunder is not conducting him or herself in a manner reflective of the standards set forth in this paragraph, TMCA shall notify Page 5 of 7 Franklin County of said issue and Franklin County shall work with Staff and TMCA for a mutually acceptable resolution of the issue. If TMCA is not satisfied with such measure taken by Franklin County, its sole recourse shall be to notify Franklin County in writing per Paragraph 11 above and Franklin County shall assign a new Franklin County employee, pursuant to the procedures of 16. Medical Assistance Exclusion Screening: Pursuant to, inter alia, the Commonwealth of Pennsylvania Department of Public Welfare Medical Assistance Bulletin 99-11-05 as amended or supplemented, funding under this Agreement originated, either directly or indirectly, from participation in Medicare, Medicaid, the and/or other Federal health care programs as defined in the Social Security Act, (42 U.S.C.A. § 1128B(f)), the County shall develop policies and procedures, and shall supply TMCA with true and correct copies of said policies and procedures upon request, for screening of relevant employees and contractors (both individuals and entities), at time of hire or contracting; and, thereafter, on an ongoing monthly basis to determine if they have been excluded from participation in federal health care programs by searching Commonwealth of Pennsylvania Department of Public Welfare Medicheck List databases. If any individual or entity so screened shall appear in any of the aforementioned databases then County shall immediately self-report any discovered exclusion to the Commonwealth of Pennsylvania Bureau of Program Integrity and to TMCA. County shall develop and maintain auditable documentation, and shall supply TMCA with true and correct copies of said documentation upon request, of screening efforts, including dates the screenings were performed and the source data checked and its date of most recent update, and periodically conduct self-audits to determine compliance with this requirement. The County may delegate the above-defined screening duties to the County staff assigned hereunder. 17. Severability: All agreements, provisions and covenants contained in this Agreement are severable, and in the event any of them are held to be invalid by any competent court, this Agreement will be interpreted as if the invalid agreements, provisions or covenants were not contained in this Agreement. In the event either party does not comply with a term, provision or condition of the Agreement, the other party may, at its discretion, deem such noncompliance as grounds for severing the term, provision or condition without affecting the remainder of this Agreement or parts thereof. 18. Integration: This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and cancels, supersedes and terminates all prior agreements, contracts, understandings, negotiations, and other arrangements between the parties whether written or oral or partly written and partly oral. 19. Amendment/Waiver: Any alterations, variations, modifications, amendments, waivers or additional provisions to this Agreement will be valid only when reduced to writing, duly signed by all parties, and attached hereto. No oral amendment or waiver shall be effective and this provision may not be orally Page 6 of 7 amended or waived. The parties hereto further agree that any particular course of performance may not be used by any trier-of-fact to imply or infer a modification of this Agreement. 20. Governing Law: This Agreement shall be construed and governed pursuant to the laws of the Commonwealth of Pennsylvania pursuant to the execution of this Agreement in said jurisdiction. Any choice of laws issues shall be deemed to utilize the choice of laws rules of the Commonwealth of Pennsylvania. Any dispute arising from this Agreement shall be heard in the Court of Common Pleas for the Thirty-Ninth Judicial District of Pennsylvania-Franklin County Branch. 21. Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be electronically transmitted and electronically signed, in whole or in part, pursuant to the Pennsylvania Electronic Transactions Act, 73 P.S. § 2260.101 et. seq. and The Electronic Signatures in Global and National Commerce Act, 15 U.S.C.A. § 7001, et. seq. The effectiveness of such documents and signatures shall have the same force and legal effect as manually signed originals and shall be binding on the parties. [Remainder of Page Intentionally Left Blank] Page 7 of 7 IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year first above written. ATTEST: COUNTY of FRANKLIN COMMONWEALTH of PENNSYLVANIA ____________________________ ______________________________ Carrie Gray, Dean Horst, Chairman Chief Clerk/County Administrator Board of Commissioners ______________________________ John Flannery {SEAL}Board of Commissioners ______________________________ Robert G. Ziobrowski Board of Commissioners ATTEST: TMCA ______________________________ _______________________________ Genevieve Harper, Executive Director _______________________________ Robert Ziobrowski, TMCA Treasurer