Mission and Values Statement

Nursing and Therapy Services of Colorado (NTSOC) offers community services and in-home care for development delay and medical fragile children and adults. NTSOC case manages for the state of Colorado two Medicaid waiver programs. We also provide a C.N.A. training program and have a multi-disciplinary therapy in-home and outpatient therapy clinic.

Purpose of The Code of Conduct

The Code of Conduct provides guidance to all NTSOC colleagues and assists us in carrying out our daily activities within appropriate ethical and legal standards. These obligations apply to our relationships with patients and their families, third-party payers, subcontractors, independent contractors, vendors, consultants, and one another.

The Code is a critical component of NTSOC’s overall Ethics and Compliance Program. We have developed the Code to ensure we meet our ethical standards and comply with applicable laws and regulations.

The Code is intended to be comprehensive and easily understood. In some instances, the Code deals fully with the subject covered. In many cases, however, the subject requires additional guidance for those directly involved with the particular area to have sufficient direction. To provide additional guidance, we have developed a set of compliance policies and procedures which may be accessed on the NTSOC web site at www.ntsoc.com. Those policies expand upon or supplement many of the principles articulated in this Code of Conduct.

The standards set forth in the Code apply to all employees. The standards are mandatory and must be followed.

NTSOC’s Fundamental Commitment to Stakeholders (1)

We affirm the following commitments to NTSOC stakeholders:

To our patients: We are committed to providing quality care that is sensitive, compassionate, promptly delivered, and cost effective.

To our NTSOC colleagues: We are committed to a work setting which treats all colleagues with fairness, dignity, and respect, and affords them an opportunity to grow, to develop professionally, and to work in a team environment in which all ideas are considered.

To our third-party payers: We are committed to dealing with our third-party payers in a way that demonstrates our commitment to contractual obligations and reflects our shared concern for quality healthcare and bringing efficiency and cost effectiveness to healthcare. We encourage our private third-party payers to adopt their own set of comparable ethical principles to explicitly recognize their obligations to patients as well as the need for fairness in dealing with providers.

To our regulators: We are committed to an environment in which compliance with rules, regulations, and sound business practices is woven into the corporate culture. We accept the responsibility to aggressively self-govern and monitor adherence to the requirements of law and to our Code of Conduct.

To the communities we serve: We are committed to understanding the particular needs of the communities we serve and providing these communities quality, cost-effective healthcare and services. We realize as an organization that we have a responsibility to help those in need.

To our suppliers: We are committed to fair competition among prospective suppliers and the sense of responsibility required of a good customer. We encourage our suppliers to adopt their own set of comparable ethical principles.

Patients | Quality of Care and Patient Safety

Our mission is to provide high quality, cost-effective healthcare to all of our patients. To that end, we are committed to the delivery of safe, effective, efficient, compassionate and satisfying patient care. We treat all patients with warmth, respect, and dignity and provide care that is both necessary and appropriate. NTSOC has a comprehensive program to promote the quality objectives of the organization. In promoting a high quality of care, NTSOC is focused on the attentiveness and dedication of service to patients, clients and students. As a general principle, NTSOC aspires to a standard of excellence for all caregivers, including the entire team, which is committed to the delivery of safe, effective, efficient, compassionate and satisfying care and services.

There are increasingly numerous measures that relate in some way to the quality of patient care. These include, for example, the Conditions of Participation of the Centers for Medicare and Medicaid Services (CMS), the standards and surveys of the Colorado Department of Public Health and Environment, the Colorado Board of Nursing and the Colorado Department of Healthcare Policy and Financing. NTSOC is attentive to all of these standards and seeks to establish systems that reflect the best practices required or implied by these various standard-setting efforts.

This commitment to quality of care and patient safety is an obligation of every NTSOC colleague. Accordingly, it is a fundamental principle of being part of NTSOC that each person dedicates himself or herself to achieving the goals described here. In addition, in any circumstance where an NTSOC colleague has a question about whether the quality or patient safety commitments set forth herein are being fully met, that individual is obligated to raise this concern through appropriate channels until it is satisfactorily addressed and resolved.

Patients Rights

We make no distinction in the availability of services; the admission, transfer or discharge of patients; or in the care we provide based on age, gender, disability, race, color, religion, or national origin. We recognize and respect the diverse backgrounds and cultures of our patients and make every effort to equip our caregivers with the knowledge and resources to respect each patient’s cultural heritage and needs. We are mindful that the populations in the community we serve are becoming even more diverse. Accordingly, we are structuring more formal programs to ensure that NTSOC colleagues are equipped to meet these articulated commitments for multi-cultural competency in patient care.

Each patient is provided with a written statement of patient rights and a notice of privacy practices. These statements include the rights of a patient to make decisions regarding medical care, the right to refuse or accept treatment, the right to informed decision-making, and a patient’s rights related to his or her health information maintained by the facility. Such statements conform to all applicable state and federal laws, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (hereinafter referred to as HIPAA).

NTSOC seeks to involve patients in all aspects of their care. As applicable, each patient or patient representative is provided with a clear explanation of care. Patients have the right to request transfers to other facilities. In such cases, the patient is given an explanation of the benefits, risks, and alternatives of the transfer.

In the promotion and protection of each patient’s rights, each patient and his or her representatives are accorded appropriate confidentiality, privacy, security, advocacy and protective services, and the opportunity for resolution of complaints. Patients have the right to an environment that preserves dignity and contributes to positive self-image.

Patients are treated in a manner that preserves their dignity, autonomy, self-esteem, civil rights, and involvement in their own care. NTSOC maintains processes to support patient rights in a collaborative manner which involves NTSOC leaders and others. These structures are based on policies and procedures, which make up the framework addressing both patient care and organizational ethics issues. These structures include informing each patient or, when appropriate, the patient’s representative of the patient’s rights in advance of furnishing or discontinuing care. Patients receive information about the person(s) responsible for their care, treatment and services. Patients and, when appropriate, their families are informed about the outcomes of care, treatment and services that have been provided, including unanticipated outcomes. Patients are also involved as clinically appropriate in resolving dilemmas about care decisions. NTSOC maintains processes for prompt resolution of patient grievances which include informing patients of whom to contact regarding grievances and informing patients regarding the grievance resolution. NTSOC addresses the resolution of complaints from patients and their families. NTSOC colleagues receive training about patient rights in order to clearly understand their role in supporting them.

Patient Information

We collect information about the patient’s medical condition, history, medication, and family illnesses in order to provide quality care. We realize the sensitive nature of this information and are committed to maintaining its confidentiality. Consistent with HIPAA, we do not use, disclose or discuss patient-specific information, including patient financial information, with others unless it is necessary to serve the patient or required by law.

NTSOC colleagues must never use or disclose confidential information that violates the privacy rights of our patients. In accordance with our privacy and security policies and procedures, which reflect HIPAA requirements, no NTSOC colleague, or other healthcare partner has a right to any patient information other than that necessary to perform his or her job. Subject only to emergency exceptions, patients can expect their privacy will be protected and patient-specific information will be released only to persons authorized by law or by the patient’s written authorization.

Interactions with Physicians

Federal and state laws and regulations govern the relationship between health care providers and physicians who may refer patients to the facilities. The applicable federal laws include the Anti-Kickback Law and the Stark Law. It is important that those colleagues who interact with physicians, particularly regarding making payments to physicians for services rendered, providing space or services to physicians, and arranging for physicians to serve in leadership positions at NTSOC, are aware of the requirements of the laws, regulations, and policies that address relationships between facilities and physicians and at NTSOC.

If relationships with physicians are properly structured, but not diligently administered, failure to administer the arrangements as agreed may result in violations of the law. Any arrangement with a physician must be structured to ensure compliance with legal requirements, our policies and procedures and with any operational guidance that has been issued. Most arrangements must be in writing and approved by the Legal Department. Failure to meet all requirements of these laws and regulations can result in serious consequences for NTSOC.

Keeping in mind that it is essential to be familiar with the laws, regulations, and policies that govern our interactions with physicians, two overarching principles govern our interactions with physicians:

We do not pay for referrals. We accept patient referrals and admissions based solely on the patient’s medical needs and our ability to render the needed services. We do not pay or offer to pay anyone — colleagues, physicians, or other persons or entities — for referral of patients.

We do not accept payments for referrals we make. No NTSOC colleague or any other person as acting on behalf of the organization is permitted to solicit or receive anything of value, directly or indirectly, in exchange for the referral of patients. Similarly, when making patient referrals to another healthcare provider, we do not take into account the volume or value of referrals that the provider has made (or may make) to us.

Extending Business Courtesies and Tokens of Appreciation to Potential Referral Sources

Any entertainment, gift or token of appreciation involving physicians or other persons who are in a position to refer patients must be undertaken in accordance with corporate policies, which have been developed consistent with federal laws, regulations, and rules regarding these practices. NTSOC colleagues must consult Company policies prior to extending any business courtesy or token of appreciation to a potential referral source.

Legal and Regulatory Compliance

These services provided by NTSOC are provided pursuant to appropriate federal, state, and local laws and regulations, and the conditions of participation for federal healthcare programs. Such laws, regulations, and conditions of participation may include, but are not limited to, subjects such as licenses, permits, accreditation, access to treatment, consent to treatment, medical record-keeping, access to medical records and confidentiality, patients’ rights, and Medicare and Medicaid program requirements. The organization is subject to numerous other laws in addition to these healthcare laws, regulations, and the conditions of participation, including laws of the Internal Revenue Service regarding tax-exempt organizations.

We have developed policies and procedures to address many legal, certification and regulatory requirements. However, it is impractical to develop policies and procedures that encompass the full body of applicable law, standards, conditions and regulation. Obviously, those laws, standards, conditions and regulations not covered in organization policies and procedures must be followed. Administration should be consulted for advice concerning human resources, legal, regulatory, standards and the conditions of participation requirements.

Anyone aware of violations or suspected violations of laws, regulations, standards and the conditions of participation, or NTSOC policies and procedures must report them immediately to a supervisor or member of management, the Human Resources Manager or the Compliance Officer.

Accreditation and Surveys

In preparation for, during and after surveys, NTSOC colleagues must deal with all accrediting and external agency survey bodies in a direct, open and honest manner. No action should ever be taken in relationships with accrediting or external agency survey bodies that would mislead the accrediting or external agency survey teams, either directly or indirectly.

The scope of matters related to accreditation or external agency survey is extremely significant and broader than the scope of this Code of Conduct. The purpose of our Code of Conduct is to provide general guidance on subjects of wide interest within the organization. Accrediting bodies and external agency survey entities may address issues of both wide and somewhat more focused interest.

From time-to-time, government agencies and other entities conduct surveys at NTSOC. We respond with openness and accurate information. In preparation for or during a survey or inspection, NTSOC colleagues must never conceal, destroy, or alter any documents; lie; or make misleading statements to the agency representative. Colleagues also must never attempt to cause another colleague to fail to provide accurate information or obstruct, mislead, or delay the communication of information or records relating to a possible violation of law.

Business and Financial Information | Accuracy, Retention, and Disposal of Documents and Records

Each NTSOC colleague is responsible for the integrity and accuracy of our organization’s documents and records, not only to comply with regulatory and legal requirements but also to ensure records are available to support our business practices and actions. No one may alter or falsify information on any record or document. Records must never be destroyed in an effort to deny governmental authorities that which may be relevant to a government investigation.

Medical and business documents and records are retained in accordance with the law and our record retention policy, which includes retention schedules. Medical and business documents include paper documents such as letters and memos, computer-based information such as e-mail or computer files on disk or tape, and any other medium that contains information about the organization or its business activities. It is important to retain and destroy records only according to our policy. NTSOC colleagues must not tamper with records. No one may remove or destroy records prior to the specified date without first obtaining permission as outlined in the NTSOC records policy. Finally, under no circumstances may an NTSOC colleague use patient, colleague or any other individual’s or entity’s information to personally benefit (e.g., perpetrate identity theft).

Coding and Billing for Services

NTSOC has implemented policies, procedures and systems to facilitate accurate billing to government payers, commercial insurance payers, and patients. These policies, procedures, and systems conform to pertinent federal and state laws and regulations. We prohibit any colleague or agent of NTSOC from knowingly presenting or causing to be presented claims for payment or approval which are false, fictitious, or fraudulent.

In support of accurate billing, medical records must provide reliable documentation of the services we render. It is important that all individuals who contribute to medical records provide accurate information and do not destroy any information considered part of the official medical record.

Any subcontractors engaged to perform billing or coding services are expected to have the necessary skills, quality control processes, systems, and appropriate procedures to ensure all billings for government and commercial insurance programs are accurate and complete. NTSOC expects such entities to have their own ethics and compliance programs and code of conduct. In addition, third-party billing entities, contractors, and preferred vendors under contract consideration must be approved consistent with the corporate policy on this subject.

Confidential Information

The term “confidential information” refers to proprietary information about our organization’s strategies and operations as well as patient information and third party information. Improper use or disclosure of confidential information could violate legal and ethical obligations. NTSOC colleagues may use confidential information only to perform their job responsibilities and shall not share such information with others unless the individuals and/or entities have a legitimate need to know the information in order to perform their specific job duties or carry out a contractual business relationship, provided disclosure is not prohibited by law or regulation. Confidential information, also referred to as “sensitive information,” covers virtually anything related to NTSOC’s operations that is not publicly known, such as personnel data maintained by the organization; patient lists and clinical information, including individually identifiable patient information; patient financial information, including credit card data and social security numbers; passwords; pricing and cost data; information pertaining to financial data; details regarding federal, state, and local tax examinations of the organization; marketing strategies and techniques; supplier and subcontractor information; and proprietary computer software. In order to maintain the confidentiality and integrity of patient and confidential information, colleagues must protect such information in accordance with information security policies and standards when it is e-mailed outside NTSOC or otherwise sent through the Internet; stored on portable devices such as laptops and portable digital assistants (PDAs); or transferred to removable media such as CD or USB drive. These policies and standards require, among other things, that the individual and/or entity be validated and the information be encrypted.

Use of due care and due diligence is required to maintain the confidentiality, availability and integrity of information assets NTSOC owns or of which it is the custodian. Because so much of our clinical and business information is generated and contained within our computer systems, it is essential that each NTSOC colleague protect our computer systems and the information contained in them by not sharing passwords and by reviewing and adhering to our information security policies and standards.

Any NTSOC colleague who knows or suspects confidential information to have been compromised must report the potential security breach to the Administrator and the Privacy Officer.

If an individual’s employment or contractual relationship with NTSOC ends for any reason, the individual is still bound to maintain the confidentiality of information viewed, received or used during the employment or contractual business relationship with NTSOC. This provision does not restrict the right of a colleague to disclose, if he or she wishes, information about his or her own compensation, benefits, or terms and conditions of employment. Copies of confidential information in an employee’s or contractor’s possession shall be left with NTSOC at the end of the employment or contractual relationship.

Electronic Media and Security Requirements

All communications systems, including but not limited to computers, electronic mail, Intranet, Internet access, telephones, and voice mail, are the property of the organization and are to be used primarily for business purposes in accordance with electronic communications policies and standards. Limited reasonable personal use of NTSOC communications systems is permitted; however, users should assume these communications are not private. Users of computer and telephonic systems should presume no expectation of privacy in anything they create, store, send, or receive on the computer and telephonic systems, and NTSOC reserves the right to monitor and/or access communications usage and content consistent with Company policies and procedures.

Colleagues may not use internal communication channels or access to the Internet at work to view, post, store, transmit, download, or distribute any threatening materials; knowingly, recklessly, or maliciously false materials; obscene materials; or anything constituting or encouraging a criminal offense, giving rise to civil liability, or otherwise violating any laws. Also, these channels of communication may not be used to send chain letters, personal broadcast messages, or copyrighted documents that are not authorized for reproduction.

Colleagues who abuse our communications systems or use them excessively for non-business purposes may lose these privileges and be subject to disciplinary action.

Colleagues shall comply with NTSOC’s information security policies and standards governing the use of information systems. Only assigned User IDs shall be used. Individuals may only use officially assigned User IDs and passwords and are not permitted to share or disclose any password that is used to access NTSOC systems or information. Portable devices and removable media, such as laptop computers, PDAs, USB drives, CDs and external hard drives, must be physically secured at all times. Colleagues shall never use tools or techniques to break or exploit NTSOC information security measures or those used by other companies or individuals.

Financial Reporting and Records

We have established and maintain a high standard of accuracy and completeness in documenting, maintaining, and reporting financial information. This information serves as a basis for managing our business and is important in meeting our obligations to patients, colleagues, suppliers, and others. It is also necessary for compliance with tax and financial reporting requirements.

All financial information must reflect actual transactions and conform to generally-accepted accounting principles. All funds or assets must be properly recorded in the books and records of NTSOC. NTSOC maintains a system of internal controls to provide reasonable assurances that all transactions are executed in accordance with management’s authorization and are recorded in a proper manner so as to maintain accountability of the organization’s assets.

We diligently seek to comply with all applicable auditing, accounting and financial disclosure laws. Anyone having concerns regarding questionable accounting or auditing matters should report such matters to the Board of Directors.

Intellectual Property Rights and Obligations

Any work of authorship, invention, or other creation (“Development”) created by a colleague during the scope of the colleague’s employment with NTSOC shall be considered the property of NTSOC, including any patent, trademark, copyright, trade secret or other intellectual property right in the Development.

Whether something is developed during the scope of a colleague’s employment depends on a number of factors, including

• the nature of the colleague’s work,

• whether the Development is related to NTSOC’s business,whether the colleague was directed to produce the Development as part of the colleague’s work,

• whether the colleague utilized NTSOC intellectual property or resources at least in part to make the Development, and

• whether the colleague created the Development while being paid by NTSOC.

If any Development created is copyrightable or patentable, then it will be considered a “Work for

Hire” under the United States Copyright Act, with NTSOC being considered to be the author and owner of such work.

When creating Developments for NTSOC, colleagues shall respect the intellectual property rights of others. Any works or inventions created by colleagues prior to employment by NTSOC shall be disclosed to NTSOC upon commencement of employment, and management and Legal

Counsel approval shall be obtained prior to any use of these works or inventions in a Development for NTSOC.

By acknowledging this Code of Conduct, a colleague specifically agrees to be bound by these provisions of the Code of Conduct. As such, the acknowledgment serves as an assignment by the named colleague to NTSOC of all right, title, and interest in all Developments created by the colleague within the scope of his or her employment, as well as an appointment of the Secretary for NTSOC as the colleague’s attorney-in-fact to execute documents on his or her behalf for the foregoing purposes. Colleagues shall assist NTSOC in obtaining and enforcing intellectual property rights in their Developments, while employed by NTSOC and after termination of employment.

Workplace Conduct and Employment Practices | Conflict of Interest

A conflict of interest may occur if an NTSOC colleague’s outside activities, personal financial interests, or other private interests interfere or appear to interfere with his or her ability to make objective decisions in the course of the colleague’s job responsibilities. A conflict of interest may arise when an NTSOC colleague takes actions or has interests that make it difficult to perform his or her NTSOC work objectively and effectively. Conflicts of interest also arise when an NTSOC colleague or a member of his or her family receives improper benefits as a result of his or her position in NTSOC. Loans to, or guarantees of obligations of, such persons are of special concern. NTSOC colleagues are obligated to ensure they remain free of conflicts of interest in the performance of their responsibilities at NTSOC. If colleagues have any question about whether an outside activity or private interest might constitute a conflict of interest, they must obtain the written approval of the Administrator and Legal Counsel before pursuing the activity or obtaining or retaining the interest.

No waiver of this conflict of interest provision may be granted to the Administrator, Chief Financial Officer, Director of Nursing, or a member of the Board of Directors unless approved in advance by the Board of Directors.

Controlled Substances

Some of our colleagues routinely have access to prescription drugs, controlled substances, and other medical supplies. Many of these substances are governed and monitored by specific regulatory organizations and must be administered by physician order only. Prescription and controlled medications and supplies must be handled properly and only by authorized individuals to minimize risks to us and to patients. If one becomes aware of inadequate security of drugs or controlled substances or the diversion of drugs from the organization, the incident must be reported immediately.

Diversity and Equal Employment Opportunity

NTSOC actively promotes diversity in its workforce at all levels of the organization. We are committed to providing an inclusive work environment where everyone is treated with fairness, dignity, and respect. We will make ourselves accountable to one another for the manner in which we treat one another and for the manner in which people around us are treated. We are committed to recruit and retain a diverse staff reflective of the patients and communities we serve. We regard laws, regulations and policies relating to diversity as a minimum standard. We strive to create and maintain a setting in which we celebrate cultural and other differences and consider them strengths of the organization.

NTSOC is an equal opportunity workforce and no one shall discriminate against any individual with regard to race, color, religion, sex, national origin, age, disability, sexual orientation, gender identity or veteran status with respect to any offer, or term or condition, of employment. We make reasonable accommodations to the known physical and mental limitations of qualified individuals with disabilities.

Harassment and Workplace Violence

Each NTSOC colleague has the right to work in an environment free of harassment and disruptive behavior. We do not tolerate harassment by anyone based on the diverse characteristics or cultural backgrounds of those who work with us. Degrading or humiliating jokes, slurs, intimidation, or other harassing conduct is not acceptable in our workplace.

Sexual harassment is prohibited. This prohibition includes unwelcome sexual advances or requests for sexual favors in conjunction with employment decisions. Moreover, verbal or physical conduct of a sexual nature that interferes with an individual’s work performance or creates an intimidating, hostile, or offensive work environment has no place at NTSOC.

Harassment also includes incidents of workplace violence. Workplace violence includes robbery and other commercial crimes, stalking, violence directed at the employer, terrorism, and hate crimes committed by current or former colleagues. Colleagues who observe or experience any form of harassment or violence should report the incident to their supervisor, the Human Resources Manager or a member of management.

Health and Safety

NTSOC complies with all government regulations and rules, NTSOC policies, and required NTSOC practices that promote the protection of workplace health and safety. Our policies have been developed to protect our colleagues from potential workplace hazards. Colleagues must become familiar with and understand how these policies apply to their specific job responsibilities and seek advice from their supervisor whenever they have a question or concern. It is important that each colleague immediately advise his or her supervisor or the Safety Officer of any serious workplace injury or any situation presenting a danger of injury so timely corrective action may be taken to resolve the issue.

Hiring of Former and Current Government and Fiscal Intermediary/Medicare Administrative Contractor Employees

The recruitment and employment of former or current U.S. government employees may be impacted by regulations concerning conflicts of interest. Hiring employees directly from a fiscal intermediary or Medicare Administrative Contractor requires certain regulatory notifications. Colleagues should consult with the Human Resources Manager or Legal Counsel regarding such recruitment and hiring.

Ineligible Persons

We do not contract with, employ, or bill for services rendered by an individual or entity that is excluded or ineligible to participate in federal healthcare programs; suspended or disbarred from federal government contracts and has not been reinstated in a federal healthcare program after a period of exclusion, suspension, disbarment, or ineligibility. We routinely search the Department of Health and Human Services’ Office of Inspector General and General Services Administration’s lists of such excluded and ineligible persons. A number of Company policies address the procedures for timely and thorough review of such lists and appropriate enforcement actions.

Colleagues and vendors are required to report to us if they become excluded, disbarred, or ineligible to participate in federal healthcare programs.

Licensing and Certification Renewals

Colleagues and individuals retained as independent contractors in positions which require professional licenses, certifications, or other credentials are responsible for maintaining the current status of their credentials and shall comply at all times with federal and state requirements applicable to their respective disciplines. To assure compliance, NTSOC may require evidence of the individual having a current license or credential status.

NTSOC does not allow any colleague or independent contractor to work without valid, current licenses or credentials. Each colleague must have evidence of current and valid licensure, certification, registration, accreditation or credential as required by their position description. NTSOC has appropriate processes and procedures to assure documentation of compliance with each position description requirement.

Personal Use of NTSOC Resources

It is the responsibility of each NTSOC colleague to preserve our organization’s assets including time, materials, supplies, equipment, and information. Organization assets are to be maintained for business-related purposes. As a general rule, the personal use of any NTSOC asset without prior supervisory approval is prohibited. The occasional use of items, such as copying facilities or telephones, where the cost to NTSOC is insignificant, is permissible. Any community or charitable use of organization resources must be approved in advance by one’s supervisor. Any use of organization resources for personal financial gain unrelated to the organization’s business is prohibited.

Relationships among NTSOC Colleagues

In the normal day-to-day functions of an organization like NTSOC, there are issues that arise which relate to how people in the organization deal with one another. It is impossible to foresee all of these, and many do not require explicit treatment in a document like this. A few routinely arise, however. One involves gift giving among colleagues for certain occasions. While we wish to avoid any strict rules, no one should ever feel compelled to give a gift to anyone, and any gifts offered or received should be appropriate to the circumstances. A lavish gift to anyone in a supervisory role would clearly violate organization policy. Another situation, which routinely arises, is a fund-raising or similar effort undertaken by individual colleagues, in which no one should ever be compelled to participate. Similarly, when NTSOC determines to support charitable organizations such as the United Way, no colleague should be compelled to contribute to the charitable organization, nor should there be any workplace consequences of such non-participation.

Relationships with Subcontractors and Suppliers

NTSOC must manage our consulting, subcontractor, and supplier relationships in a fair and reasonable manner, free from conflicts of interest and consistent with all applicable laws and good business practices. We promote competitive procurement to the maximum extent practicable. Our selection of consultants, subcontractors, suppliers, and vendors will be made on the basis of objective criteria including quality, technical excellence, price, delivery, adherence to schedules, service, and maintenance of adequate sources of supply. Our purchasing decisions will be made on the supplier’s ability to meet our needs, and not on personal relationships and friendships. We employ the highest ethical standards in business practices in source selection, negotiation, determination of contract awards, and the administration of all purchasing activities. We comply with contractual obligations not to disclose vendor confidential information unless permitted under the contract or otherwise authorized by the vendor.

Substance Abuse and Mental Acuity

To protect the interests of our colleagues and patients, we are committed to an alcohol and drug-free work environment. All colleagues must report for work free of the influence of alcohol and illegal drugs. Reporting to work under the influence of any illegal drug or alcohol; having an illegal drug in a colleague’s system; or using, possessing, or selling illegal drugs while on NTSOC work time or property may result in immediate termination. We may use drug testing as a means of enforcing this policy.

It is also recognized individuals may be taking prescription or over-the-counter drugs, which could impair judgment or other skills required in job performance. Colleagues with questions about the effect of such medication on their performance or who observe an individual who appears to be impaired in the performance of his or her job must immediately consult with their supervisor.

Competitive Activities and Marketing Practices

We operate in a highly competitive environment. Our competitive activities must conform to the high standards of integrity and fairness reflected in this Code of Conduct. NTSOC requires compliance with antitrust and other laws governing competitive activities, and with NTSOC’s written policies governing interactions with competitors, customers and suppliers.

Antitrust and Unfair Competition

Generally, colleagues are not to discuss with competitors non-public “competitively sensitive topics”. Because the antitrust laws are so complex and their application can depend upon the conditions in local markets, it is not practical to adopt written policies to govern all situations. Colleagues should consult with their supervisors or Legal Counsel for guidance concerning competitive activities, laws and policies relating to their areas of responsibility.

Marketing and Advertising

Consistent with laws and regulations that may govern such activities, we may use marketing and advertising activities to educate the public, provide information to the community, increase awareness of our services, and to recruit colleagues. We strive to present only truthful, fully informative, and non-deceptive information in these materials and announcements.

While it is permissible to compare and contrast our services and prices, it is against NTSOC policy to intentionally disparage other persons or businesses based on information that is untrue, or not known to be true, or to intentionally interfere with another business’s contractual and business relationships through wrongful means. This does not prevent fair, non-deceptive competition for business from those who may also have business relationships with a competitor.

Environmental Compliance

It is our policy to comply with all environmental laws and regulations as they relate to our organization’s operations. We act to preserve our natural resources to the full extent reasonably possible. We comply with all environmental laws and operate our facility with the necessary permits, approvals, and controls. We diligently employ the proper procedures to provide a good environment of care and to prevent pollution.

In helping NTSOC comply with these laws and regulations, all NTSOC colleagues must understand how job duties may impact the environment, adhere to all requirements for the proper handling of hazardous materials, and immediately alert supervisors to any situation regarding the discharge of a hazardous substance, improper disposal of hazardous and medical waste, or any situation which may be potentially damaging to the environment.

Business Courtesies | General

This part of the Code of Conduct should not be considered in any way as an encouragement to make, solicit, or receive any type of entertainment or gift. For clarity purposes, please note that these limitations govern activities with those outside of NTSOC. This section does not pertain to actions between NTSOC and its colleagues or actions among NTSOC colleagues themselves. (See “Relationships among NTSOC Colleagues”.)

Receiving Business Courtesies

We recognize there will be times when a current or potential business associate, including a potential referral source, may extend an invitation to attend a social event in order to further develop a business relationship. An NTSOC colleague may accept such invitations, provided: (1) the cost associated with such an event is reasonable and appropriate, which, as a general rule, means the cost will not exceed $50.00 per person; (2) no expense is incurred for any travel costs (other than in a vehicle owned privately or by the host entity) or overnight lodging; and (3) such events are infrequent. The limitations of this section do not apply to business meetings at which food (including meals) may be provided.

NTSOC colleagues may accept gifts with a total value of $50.00 or less in any one year from any individual or organization who has a business relationship with NTSOC. For purposes of this paragraph, physicians are considered to have such a relationship. Perishable or consumable gifts given to a department or group are not subject to any specific limitation. NTSOC colleagues may accept gift certificates, but may never accept cash or financial instruments (e.g., checks, stocks). Finally, under no circumstances may an NTSOC colleague solicit a gift.

Extending Business Courtesies to Non-Referral Sources

Meals and Entertainment. There may be times when a colleague wishes to extend to a current or potential business associate (other than someone who may be in a position to make a patient referral) an invitation to attend a social event (e.g., reception, meal, sporting event, or theatrical event) to further or develop a business relationship. The purpose of the entertainment must never be to induce any favorable business action. During these events, topics of a business nature must be discussed and the host must be present. These events must not include expenses paid for any travel costs (other than in a vehicle owned privately or by the host entity) or overnight lodging. The cost associated with such an event must be reasonable and appropriate. As a general rule, this means the cost will not exceed $50.00 per person. Moreover, such business entertainment with respect to any particular individual must be infrequent, which, as a general rule, means not more than three times per year. The organization will under no circumstances sanction any business entertainment that might be considered lavish or in questionable taste. Departures from the $50.00 guideline are highly discouraged.

Sponsoring Business Events. Also, NTSOC may routinely sponsor events with a legitimate business purpose (e.g., board meetings or retreats). Provided that such events are for business purposes, reasonable and appropriate meals and entertainment may be offered. In addition, transportation and lodging can be paid for. However, all elements of such events, including these courtesy elements, must be consistent with the corporate policy on such events.

Gifts. It is critical to avoid the appearance of impropriety when giving gifts to individuals who do business or are seeking to do business with NTSOC. We will never use gifts or other incentives to improperly influence relationships or business outcomes. In order to avoid embarrassment, an effort should be made to ensure that any gift we extend meets the business conduct standards of the recipient’s organization. Gifts to business associates who are not government employees must not exceed $25.00 per year per recipient. Any gifts to Medicare or Medicaid beneficiaries must not exceed $10.00 per item nor total more than $25.00 per year per recipient. An NTSOC colleague may give gift certificates, but may never give cash or financial instruments (e.g., checks, stocks). The corporate policy on business courtesies permits occasional exceptions to the $25.00 limit to recognize the efforts of those who have spent meaningful amounts of volunteer time on behalf of NTSOC.

U.S. federal and state governments have strict rules and laws regarding gifts, meals, and other business courtesies for their employees. NTSOC does not provide any gifts, entertainment, meals, or anything else of value to any employee of the Executive Branch of the federal government or its fiscal intermediaries, except for minor refreshments in connection with business discussions or promotional items with the NTSOC logo valued at no more than $10.00. With regard to gifts, meals, and other business courtesies involving any other category of government official or employee, colleagues must determine the particular rules applying to any such person and carefully follow them.

Government Relations and Political Activities

The organization and its representatives comply with all federal, state, and local laws governing participation in government relations and political activities. NTSOC funds or resources are not contributed directly to individual political campaigns, political parties, or other organizations which intend to use the funds primarily for political campaign objectives. Organization resources include financial and non-financial donations such as using work time and telephones to solicit for a political cause or candidate or the loaning of NTSOC property for use in the political campaign. The conduct of any political action committee is to be consistent with relevant laws and regulations. In addition, political action committees associated with the organization select candidates to support based on the overall ability of the candidate to render meaningful public service. The organization does not select candidates to support as a reflection of expected support of the candidate on any specific issue.

The organization engages in public policy debate only in a limited number of instances where it has special expertise that can inform the public policy formulation process. When the organization is directly impacted by public policy decisions, it may provide relevant, factual information about the impact of such decisions on the private sector. In articulating positions, the organization only takes positions that it believes can be shown to be in the larger public interest. The organization encourages trade associations with which it is associated to do the same.

It is important to separate personal and corporate political activities in order to comply with the appropriate rules and regulations relating to lobbying or attempting to influence government officials. No use of corporate resources, including e-mail, is appropriate for personally engaging in political activity. A colleague may, of course, participate in the political process on his or her own time and at his or her own expense. While doing so, it is important NTSOC colleagues not give the impression they are speaking on behalf of or representing NTSOC in these activities. Colleagues cannot seek to be reimbursed by NTSOC for any personal contributions for such purposes.

At times, NTSOC may ask colleagues to make personal contact with government officials or to write letters to present our position on specific issues. In addition, it is a part of the role of some NTSOC management to interface on a regular basis with government officials. If a colleague is making these communications on behalf of the organization, he or she must be certain to be familiar with any regulatory constraints and observe them.

NTSOC’s Compliance Program | Program Structure

The Compliance Program is intended to demonstrate in the clearest possible terms the absolute commitment of the organization to the highest standards of ethics and compliance. The elements of the program include setting standards (the Code and Policies and Procedures), communicating the standards, providing a mechanism for reporting potential exceptions, monitoring and auditing, and maintaining an organizational structure that supports the furtherance of the program. Each of these elements is detailed below.

These elements are supported at all levels of the organization. Providing direction, guidance and oversight are the Board of Directors.

The Compliance Officer for the organization is responsible for the day-to-day direction and implementation of the Compliance Program. This includes developing resources (including policies and procedures, training programs, and communication tools) for and providing support (including operating the Compliance Hot Line, conducting program assessment, and providing advice) to the staff.

Playing a key role in ensuring the successful implementation of the Compliance Program, the Compliance Officer is responsible for distributing standards, ensuring training is conducted, conducting monitoring and responding to audits, investigating and resolving Compliance Hot Line cases, and otherwise administering the Compliance Program.

Another important resource who may be able to address issues arising out of this Code of Conduct is the Human Resources Director. The Human Resources Director is highly knowledgeable about many of the compliance risk areas described in this Code of Conduct that pertain to employment and the workplace and is responsible for ensuring compliance with various employment laws. If a concern relates to specific details of an individual’s work situation, rather than larger issues of organizational ethics and compliance, the Human Resources Director is the most appropriate person to contact.

Setting Standards

With respect to the Compliance Program, we set standards through this Code of Conduct, ethics and compliance policies and procedures and, occasionally, through other guidance mechanisms, such as Compliance Alerts and advisory memoranda. It is the responsibility of each individual to be aware of those policies and procedures that pertain to his or her work and to follow those policies and procedures.

Training and Communication

Training and education has been developed to ensure that colleagues throughout the organization are aware of the standards that apply to them. Code of Conduct training is conducted at the time an individual joins the organization and annually for all colleagues. Compliance training in areas of compliance risk (e.g., billing, coding, cost reports) is required of certain individuals. Company policies outline the training requirements.

All ethics and compliance training is required to be recorded.

Resources for Guidance and Reporting Concerns

To obtain guidance on a compliance issue or to report a concern, individuals may choose from several options. We encourage the resolution of issues, including human resources-related issues (e.g., payroll, fair treatment and disciplinary issues). Colleagues should use the human resources-related problem solving procedure to resolve such issues. It is an expected good practice, when one is comfortable with it and thinks it appropriate under the circumstances, to raise concerns first with one’s supervisor. If this is uncomfortable or inappropriate, the individual may discuss the situation with the Human Resources Director or another member of management at the facility or in the organization.

Individuals are always free to contact the Compliance Hot Line at 719-574-5562 ext 262.

NTSOC makes every effort to maintain, within the limits of the law, the confidentiality of the identity of any individual who reports concerns or possible misconduct. There is no retribution or discipline for anyone who reports a concern in good faith. Any colleague who deliberately makes a false accusation with the purpose of harming or retaliating against another colleague is subject to discipline.

Personal Obligation to Report

We are committed to ethical and legal conduct that is compliant with all relevant laws and regulations and to correcting wrongdoing wherever it may occur in the organization. Each colleague has an individual responsibility for reporting any activity by any colleague, physician, subcontractor, or vendor that appears to violate applicable laws, rules, regulations, accreditation standards, standards of medical practice, federal healthcare conditions of participation, or this Code. If a matter that poses serious compliance risk to the organization or that involves a serious issue of medical necessity, clinical outcomes or patient safety is reported locally, and if the reporting individual doubts that the issue has been given sufficient or appropriate attention, the individual should report the matter to higher levels of management or the Compliance Hot Line until satisfied that the full importance of the matter has been recognized. If a matter that poses concern regarding the safety or quality of care provided to a patient is identified and was reported but thought to be unresolved, an additional avenue for reporting is available through notification to the Colorado Department of Public Health and Environment. There will be no retaliatory disciplinary action taken against an employee who reports concerns to the Colorado Department of Public Health and Environment.

Internal Investigations of Reports

We are committed to investigating all reported concerns promptly and confidentially to the extent possible. The Compliance Officer coordinates any findings from investigations and immediately recommends corrective action or changes that need to be made. We expect all colleagues to cooperate with investigation efforts.

Corrective Action

Where an internal investigation substantiates a reported violation, it is the policy of the organization to initiate corrective action, including, as appropriate, making prompt restitution of any overpayment amounts, notifying the appropriate governmental agency, instituting whatever disciplinary action is necessary, and implementing systemic changes to prevent a similar violation from recurring in the future.

Discipline

All violators of the Code will be subject to disciplinary action.

The precise discipline utilized will depend on the nature, severity, and frequency of the violation and may result in any or all of the following disciplinary actions:

• Oral warning;

• Written warning;

• Written reprimand;

• Suspension;

• Termination; and/or

• Restitution.

Measuring Program Effectiveness

We are committed to assessing the effectiveness of our Compliance Program through various efforts. Much of this effort is provided by the staff, which routinely conducts internal audits of issues that have regulatory or compliance implications.

Acknowledgment Process

NTSOC requires all colleagues to sign an acknowledgment confirming they have reviewed the Code, understand it represents mandatory policies of NTSOC and agree to abide by it. New colleagues are required to sign this acknowledgment as a condition of employment. Each NTSOC colleague is also required to participate in annual compliance training, and records of such training must be retained by NTSOC.

Adherence to and support of NTSOC’s Code of Conduct and participation in related activities and training is considered in decisions regarding hiring, promotion, and compensation for all candidates and colleagues.