STATE OF VERMONT CONTRACT SUMMARY AND CERTIFICATION

STATE OF VERMONT CONTRACT SUMMARY AND CERTIFICATION - - - - - - - - - - - Form AA-14 (12/15/2017)

Note: All sections must be completed. Incomplete forms will be returned to the originating department.

I. CONTRACT INFORMATION:

Agency/Department: Green Mountain Care Board

Contract #: 36261 Amendment #:

Vendor Name:

Deloitte Transactions & Business Analytics, LLP.

VISION Vendor No: 337941

Vendor Address: 30 Rockefeller Plaza, New York, NY 10112

Starting Date:

5/31/2018 Ending Date:

4/30/2020

Amendment Date:

Summary of agreement or amendment: General services of providing assistance and analyses related to the Certificate of Need (CON)

program.

II. FINANCIAL & ACCOUNTING INFORMATION

Maximum Payable: $240,000.00

Prior Maximum:

$

Prior Contract # (If Renewal):

Current Amendment: $

Cumulative amendments: $

% Cumulative Change:

Business Unit(s): 3330;

;

- [notes:

]

Estimated

% GF

100.00 % SF

Funding Split:

% TF

% GC

VISION Account(s): 507600;

% EF % FF

% Other (name)

III. PROCUREMENT & PERFORMANCE INFORMATION (section A & B)

A. The agency has taken reasonable steps to control the price of the contract and to allow qualified organizations to compete for the work authorized by this contract. The agency has done this through:

Standard Bid/RFP

Simplified

Sole Source

Qualification Based Selection

Statutory

B. Contract includes performance measures/guarantees to ensure the quality and/or results of the service? Yes No

IV. TYPE OF AGREEMENT (select all that apply)

Personal Service

Construction Arch/Eng. Marketing

Non-Personal Service

Commodity

Retiree/Former SOV EE Financial Trans

V. SUITABILITY FOR CONTRACT FOR SERVICE

Info. Tech. Zero-Dollar

Prof. Service Privatization

Other

Yes No n/a

Does this contract meet the determination of an Independent Contractor? If "NO", the contractor must be set up and paid on payroll through the VTHR system.

VI. CONTRACTING PLAN APPLICABLE

Is any element of this contract subject to a pre-approved Agency/Dept. Contracting Waiver Plan? Yes

No

VII. CONFLICT OF INTEREST

By signing below, I (Agency/Dept. Head) certify that no person able to control or influence award of this contract had a pecuniary interest in its award or performance, either personally or through a member of his or her household, family, or business.

Yes

No

Is there an "appearance" of a conflict of interest so that a reasonable person may conclude that this party was selected for improper reasons: (If yes, explain)

VIII. PRIOR APPROVALS REQUIRED OR REQUESTED

Yes

No Agreement must be Certified by the Attorney General under 3 V.S.A. ? 342 (sign line #4 below)

Yes

No Attorney General review As To Form is required or requested:

(AAG initial)

Yes

No Agreement must be approved by the Secretary of ADS/CIO

Yes

No Agreement must be approved by the CMO: for Marketing services over $25,000

Yes

No Agreement must be approved by Comm. Human Resources: for Privatization, Retirees, Former Employees, & if a

Contract fails the IRS test.

Yes

No Agreement must be approved by the Secretary of Administration

IX. AGENCY/DEPARTMENT HEAD CERTIFICATION; APPROVAL I have made reasonable inquiry as to the accuracy of the above information (sign in order):

e-Signed by Susan Barrett on 2018-05-29 19:25:29 GMT

1-Date

1-Agency/Department Head

2-Date

2-Agency Secretary (if required)

3a-Date 4-Date

3a-CIO

3b-Date

e-Signed by Jesse Moorman on 2018-05-24 13:15:22 GMT 4-Attorney General

3b-CMO

3c-Date

3c-Commissioner DHR

5-Date

5-Secretary of Administration

STATE OF VERMONT STANDARD CONTRACT FOR SERVICES

Contract # 36261

1. Parties. This is a contract for services between the State of Vermont, Green Mountain Care Board (hereinafter called "State"), and Deloitte Transactions & Business Analytics, LLP, with a principal place of business in New York, NY, (hereinafter called "Contractor" or "Party"). Contractor's form of business organization is limited liability partnership. It is Contractor's responsibility to contact the Vermont Department of Taxes to determine if, by law, Contractor is required to have a Vermont Department of Taxes Business Account Number.

2. Subject Matter. The subject matter of this contract is services generally on the subject of providing assistance and analyses related to the Certificate of Need (CON) program. General services available to be provided by Contractor are described in Attachment A. From time to time during the term of this contract as the State, in its sole discretion, determines that it requires any such services, the State shall request such services from Contractor (each a "Project") pursuant to and in accordance with separate Statements of Work (each a "Project SOW"). Each Project SOW shall specifically reference this contract and shall specify the details of the particular services to be performed under the Project SOW, including the specific deliverables, a timeline for completing the work, the maximum amount for such Project SOW (Project Maximum Amount), and an invoicing schedule. A Project SOW may also include performance expectations with respect to the work. A Project SOW shall not be binding upon the parties, and Contractor may not begin work under any Project SOW, until the Project SOW is fully executed by both the State and Contractor.

3. Maximum Amount. In consideration of the services to be performed by Contractor, the State agrees to pay Contractor, in accordance with the payment provisions specified in Attachment B, a sum not to exceed $240,000 (Contract Maximum Amount). No Project SOW may increase the Contract Maximum Amount specified in this section.

4. Contract Term. The term for this Contract shall begin on May 31, 2018 and end on April 30, 2020. This contract may be renewed for two additional 12-month periods, as agreed by both parties and reduced to a written amendment.

5. Prior Approvals. This contract shall not be binding unless and until all requisite prior approvals have been obtained in accordance with current State law, bulletins, and interpretations.

6. Amendment. No changes, modifications, or amendments in the terms and conditions of this contract shall be effective unless reduced to writing, numbered and signed by the duly authorized representative of the State and Contractor.

7. Termination for Convenience. This contract may be terminated by the State at any time by giving written notice at least thirty (30) days in advance.

8. Attachments. This contract consists of 22 pages including the following attachments which are attached hereto and incorporated herein:

Attachment A ? General Statement of Work Attachment B - Payment Provisions Attachment C ? Standard State Provisions for Contracts and Grants (revision date 12/15/2017) Attachment D - Other Contract Provisions

STATE OF VERMONT STANDARD CONTRACT FOR SERVICES

Contract # 36261

9. Order of Precedence. Any ambiguity, conflict or inconsistency between the documents comprising this contract shall be resolved according to the following order of precedence:

(1) Standard Contract (2) Attachment D (Other Contract Provisions) (3) Attachment C (Standard Contract Provisions for Contracts and Grants) (4) Attachment A (General Statement of Work) (5) Attachment B (Payment Provisions)

WE THE UNDERSIGNED PARTIES AGREE TO BE BOUND BY THIS CONTRACT

By the State of Vermont:

e-Signed by Susan Barrett

Date: on 2018-05-29 19:25:29 GMT

By the Contractor:

e-Signed by George Psarianos

Date: on 2018-06-07 14:13:44 GMT

Signature:

Signature:

Name:

Name:

Title:

Title:

STATE OF VERMONT STANDARD CONTRACT FOR SERVICES

Contract # 36261

ATTACHMENT A ? GENERAL STATEMENT OF WORK

1. Introduction

New health care projects in Vermont must obtain a CON from the Green Mountain Care Board prior to implementation. The CON process is intended to prevent unnecessary duplication of health care facilities and services, guide their establishment in order to best serve public needs, promote cost containment, and ensure the provision and equitable allocation of high quality health care services and resources to all Vermonters.

The law that governs the CON process can be found in Chapter 221 of Title 18 of the Vermont Statutes and in GMCB Rule 4.000.

2. General Scope of Work

Contractor shall be available to help the State analyze CON projects by performing the following services, to the extent set forth in Project SOWs:

2.1. Provide general advice and recommendations to assist State staff identify the scope of financial information to be required from CON "Applicants" relative to jurisdictional determinations, letters of intent and applications.

2.2. Analyze financial information to assist the State in its review of CON applications. For example, Contractor may

a. Analyze and summarize an Applicant's CON assumptions and projections and changes thereto (e.g., regarding increases or decreases in income, revenue source projections, utilization, staffing projections, liquidity, cash flow, balance sheet, financing arrangement, capital structure and debt) to analyze the project funding; and

b. Compare an Applicant's financial information to the publicly available information for industry peers.

2.3. Develop specific questions regarding aspects of the Project covered by an Applicant's CON submission or other issues that require clarification or additional detail, and analyze responses to questions.

2.4. Make recommendations to assist the State analyze: whether the cost of the Project is reasonable under 18 V.S.A. ? 9437(2), such as

a. Whether an Applicant's financial condition can sustain any direct financial burden likely to result from completion of the Project;

b. Whether the Project could increase the costs of medical care, weighing the financial implications of the Project on hospitals and other clinical settings (including the impact on their services, expenditures, charges, rates and net patient revenue) against the benefit of the Project to the public; and

c. How other alternatives presented by the CON Applicant or the State compare from a cost benefit standpoint.

2.5. Work will include discussions with State staff (which may be via teleconference), and may include discussions with the Applicant and/or relevant state and local agencies regarding laws, regulations and policies relating to project components and potential costs. Work may include a detailed costing out of project components including analysis of components to assess if costs are appropriate and reasonable.

2.6. Respond to questions raised by the State, by telephone or otherwise, and be available to State staff as needed.

STATE OF VERMONT STANDARD CONTRACT FOR SERVICES

Contract # 36261

2.7. Prepare a written report to the State for inclusion in the State's CON record. Present written or oral summary of findings.

2.8. Attend and/or testify at public administrative hearings as to the findings in the written report, as set forth in the Project SOW or otherwise mutually agreed in writing by the parties.

2.9. Perform other work as requested by the State and set forth in the Project SOW.

3. Project SOWs In accordance with Section 2 of the Contract, the parties will use individually executed Project SOWs to specify the services Contractor will perform with respect to specific Projects. Both parties recognize that the Project SOWs will be governed by the terms and conditions of the Contract, and the Contract can only be modified by mutually agreed and executed contract amendments. Project SOWs may not be used to change the terms of this contract, by, for example, changing the Contract Maximum Amount, expanding or decreasing the general scope of work, extending the contract duration, changing the payment terms beyond those defined in Attachment B, or changing the terms of any other attachments to this contract.

4. Standards for Review of Certificate of Need Applications

When information is received by Contractor, reviews must be completed within the time period specified by State staff and mutually agreeable to the Contractor. Contractor will keep State staff informed on an ongoing basis regarding the status of its review for all work requested by the State. Emails or phone calls from State staff must be returned within 48 hours.

STATE OF VERMONT STANDARD CONTRACT FOR SERVICES

Contract # 36261

ATTACHMENT B ? PAYMENT PROVISIONS

The maximum dollar amount payable under this contract or under a Project SOW, including any and all expenses, is not intended as any form of a guaranteed amount. The Contractor will be paid for products or services actually delivered or performed, as specified in a Project SOW, up to the Project Maximum Amount, which may not cause the total amount payable to Contractor to exceed the Contract Maximum Amount specified on page 1 of this contract. The State provides no guarantee of work during the term of this contract.

1. Prior to commencement of work under this contract, Contractor shall submit to the State:

a. a current IRS Form W-9 (signed within the last six months).

2. Payment terms are Net 30 days from the date the State receives an error-free invoice with all necessary and complete supporting documentation. The State shall pay Contractor in accordance with the aforementioned payment terms.

3. Contractor shall submit detailed invoices itemizing all work performed during the invoice period, including the dates of service, rates of pay, hours of work performed, and any other information and/or documentation appropriate and sufficient to substantiate the amount invoiced for payment by the State. All invoices must include the Contract # for this contract.

4. Contractor shall submit invoices not more frequently than monthly.

5. Invoices shall be submitted to the State at the following address:

Erin Collier Green Mountain Care Board

89 Main Street Montpelier, VT 05620

6. Charges payable by the State under a Project SOW will be computed on a time and materials basis at the following rates:

Position

Managing Director

Senior Manager

Manager

Senior Consultant

Consultant

-

Rate per Hour

$498 $ 465 $ 433 $ 380 $ 328

The parties agree that Contractor will not be required to incur expenses, including travel expenses, in connection with this Contract, except as specifically agreed to by the parties in a Project SOW.

If, under a Project SOW, Contractor will be required to incur travel expenses, transportation costs will be reimbursed as incurred, including air transportation, ground transportation, and parking. Contractor shall seek the lowest rates available when booking airfare and ground transportation. All travel mileage, meals, and lodging expenses shall not exceed State-approved mileage and per diem rates at the time the expense

STATE OF VERMONT STANDARD CONTRACT FOR SERVICES

Contract # 36261

occurred. Contractor is responsible for submitting invoices within 30 days in compliance with the current per diem and mileage rates, which change periodically. As of January 2018, these rates are as follows:

i. Mileage reimbursement: $0.545 per mile. Current rates are available at: .

ii. Meal reimbursement: $5.00 for breakfast; $6.00 for lunch; $12.85 for dinner. Current rates are available at .

iii. Lodging: Contractor is responsible for ensuring the reasonableness of all lodging expenses. When arranging travel, Contractor may reference the U.S. General Services Administration's website of per diem lodging rates to evaluate the reasonableness of lodging costs for the travel destination.

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