HomeMy WebLinkAbout20132339.tiffRESOLUTION
RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR SINGLE ENTRY POINT
AGENCY AND AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Intergovernmental Agreement for
Single Entry Point Agency between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Human Services, and the
Colorado Department of Health Care Policy and Financing, commencing September 1, 2013, and
ending June 30, 2014, with further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Intergovernmental Agreement for Single Entry Point Agency between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, by and through the Board of County Commissioners of Weld County, on behalf of
the Department of Human Services, and the Colorado Department of Health Care Policy and
Financing be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 19th day of August, A.D., 2013.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST
Weld County Clerk to the Board
Date of signature. 0 2013
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William F. Garcia, Chair
arbara Kirkmeydr
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2013-2339
HR0084
MEMORANDUM
DATE: August 15, 2013
TO: William F. Garcia, Chair, Board of County Co missioners
FROM: Judy A. Griego, Director, Hum
RE: FY 2014 Single Entry Point Contract between the Weld
County Department of Human Services' Area Agency on
Aging and the Colorado Department of Health Care Policy
and Financing
Enclosed for Board approval is the FY 2014 Single Entry Point Contract between the Weld
County Department of Human Services' Area Agency on Aging and the Colorado Department of
Health Care Policy and Financing. This Contract was reviewed by Pass -Around Memorandum
dated August 5, 2013, and approved for placement on the Board's Agenda.
After several meetings with State staff, the necessary changes have been made to the original
contract. All references to the State having authority over County staff has been removed, as
well as added work requirements such as a Start up and Close out plan.
The contract is effective from September 1, 2013 through June 30, 2014. The contract maximum
of $12,619,975.64 that is referenced in the contract reflects all the funds that are available for all
participating SEP agencies in the state.
If you have any questions, please call me at extension 6510.
2013-2339
Contract Routing Number 14-55377
STATE OF COLORADO
Department of Health Care Policy and Financing
Intergovernmental Agreement with
Weld County Department of Human Services for
Administration of the Long Term Care Programs for the Colorado Home and
Community Based Services Population
TABLE OF CONTENTS
1. PARTIES 2
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY 2
3. RECITALS 2
4. DEFINITIONS 2
5. TERM 4
6. STATEMENT OF WORK 4
7. PAYMENTS TO CONTRACTOR 5
8. REPORTING NOTIFICATION 6
9. CONTRACTOR RECORDS 7
10. CONFIDENTIAL INFORMATION 8
11. CONFLICTS OF INTEREST 9
12. ' REPRESENTATIONS AND WARRANTIES 10
13. INSURANCE 11
14. BREACH 13
15. REMEDIES 14
16. NOTICES AND REPRESENTATIVES 17
17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE 17
18. GOVERNMENTAL IMMUNITY 17
19. GENERAL PROVISIONS 18
20. ADDITIONAL GENERAL PROVISIONS 20
21, COLORADO SPECIAL PROVISIONS 24
HIPAA BUSINESS ASSOCIATE ADDENDUM 1
EXHIBIT A, STATEMENT OF WORK 1
EXHIBIT B, RATES 1
EXHIBIT C, SAMPLE OPTION LETTER 1
EXHIBIT D, CASE MANAGEMENT AGENCY ADMINISTRATIVE REVIEW TOOL
1
EXHIBIT E, CASE MANAGER TRAINING REPORT TEMPLATE 1
EXHIBIT F, COMPLAINT TRENDS AND REMEDIAL ACTION REPORT 1
EXHIBIT G, COLORADO CHOICE TRANSITIONS QUALITY OF LIFE
INTERVIEWS 1
&C/S- as,
1. PARTIES
This Contract (hereinafter called "Contract") is entered into by and between Weld County
Department of Human Services, by and through the Weld County Board of
Commissioners, PO Box 1805, Greeley, Colorado 80632 (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 the "State" or "Department"). Contractor and the State hereby agree to
the following terms and conditions.
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
This Contract shall not be effective or enforceable until it is approved and signed by the
Colorado State Controller or designee (hereinafter called the "Effective Date"). The State
shall not be liable to pay or reimburse Contractor for any performance hereunder
including, but not limited to, costs or expenses incurred, or be bound by any provision
hereof prior to the Effective Date.
3. RECITALS
A. Authority, Appropriation, and Approval
Authority to enter into this Contract exists in C.R.S. § 25.5-1-101 et seq. and
funds have been budgeted, appropriated and otherwise made available and a
sufficient unencumbered balance thereof remains available for payment. Required
approvals, clearance and coordination have been accomplished from and with
appropriate agencies.
B. 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 Contract.
C. Purpose
The purpose of this Contract is that Contractor will serve as a Single Entry Point
(SEP) Agency within a local area where a current or potential long-term care
client can obtain long-term care information, screening, assessment of need, and
referral to appropriate long-term care program and case management services for
all Coloradoans within their designated district.
D. References
All references in this Contract to sections (whether spelled out or using the
§symbol), subsections, exhibits or other attachments, are references to sections,
subsections, exhibits or other attachments contained herein or incorporated as a
part hereof, unless otherwise noted.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
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A. "Contract" means this Contract, its terms and conditions, attached addenda,
exhibits, documents incorporated by reference under the terms of this Contract,
and any future modifying agreements, exhibits, attachments or references
incorporated herein pursuant to Colorado State law, Fiscal Rules, and State
Controller Policies.
B. Exhibits and other Attachments. The following documents are attached hereto and
incorporated by reference herein:
HIPAA Business Associate Addendum
Exhibit A, Statement of Work
Exhibit B, Rates
Exhibit C, Sample Option Letter
Exhibit D, Case Management Agency Administrative Review Tool
Exhibit E, Case Manager Training Report Template
Exhibit F, Complaint Trends and Remedial Action Report
Exhibit G, Colorado Choice Transitions Quality of Life Interviews
C. "Goods" means tangible material acquired, produced, or delivered by Contractor
either separately or in conjunction with the Services Contractor renders
hereunder.
D. "Party" means the State or Contractor and Parties means both the State and
Contractor.
E. "Review" means examining Contractor's Work to ensure that it is adequate,
accurate, correct, and in accordance with the standards described in this Contract.
F. "Services" means the required services to be performed by Contractor pursuant to
this Contract.
G. "State Fiscal Year" or "SFY" means the twelve (12) month period beginning on
July 1st of a year and ending on June 30th of the following year.
H. "Subcontractor" means third -parties, if any, engaged by Contractor to aid in
performance of its obligations.
I. "Work" means the tasks and activities Contractor is required to perform to fulfill
its obligations under this Contract, including the performance of the Services and
delivery of the Goods.
J. "Work Product" means the tangible or intangible results of Contractor's Work,
including, but not limited to, software, research, reports, studies, data,
photographs, negatives or other finished or unfinished documents, drawings,
models, surveys, maps, materials, or work product of any type, including drafts.
Any terms used herein which are defined in Exhibit A, Statement of Work shall be
construed and interpreted as defined therein.
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5. TERM
A. Initial Term
The Parties' respective performances under this Contract shall commence on the
later of either the Effective Date or September 1, 2013. This Contract shall expire
June 30, 2014, unless sooner terminated or further extended as specified
elsewhere herein.
B. Two Month Extension
The State, at its sole discretion, upon written notice to Contractor as provided in
§16, may unilaterally extend the term of this Contract for a period not to exceed
two months if the Parties desire to continue the services and a replacement
Contract has not been fully executed by the expiration of any initial term or
renewal term. The provisions of this Contract in effect when such notice is given,
including, but not limited to, prices, rates and delivery requirements, shall remain
in effect during the two month extension. The two (2) month extension shall
immediately terminate when and if a replacement contract is approved and signed
by the Colorado State Controller or an authorized designee, or at the end of two
(2) months, whichever is earlier.
C. Option to Extend
The State may require continued performance for a period of one (1.) year or less
at the same rates and at the same terms specified in the Contract. If the State
exercises this option, it shall provide written notice to Contractor at least thirty
(30) days prior to the end of the current Contract term in fours substantially
equivalent to Exhibit C. If exercised, the provisions of the Option Letter shall
become part of and be incorporated into this Contract. In no event shall the total
duration of this Contract, from the Operational Start Date until termination and
including the exercise of any options under this clause, exceed five (5) years,
unless the State receives approval from the State Purchasing Director or delegate.
The State may only use this Option Letter in the event that the maximum payable
amount will be equal to or greater than the prior year's maximum payable
amount.
6. STATEMENT OF WORK
A. Completion
Contractor shall complete the Work and its other obligations as described in this
Contract on or before the end of the term of this Contract. The State shall not be
liable to compensate Contractor for any Work performed prior to the Effective
Date or after the expiration or termination of this Contract.
B. Goods and Services
Contractor shall procure Goods and Services necessary to complete the Work.
Such procurement shall not increase the maximum amount payable hereunder by
the State.
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C. Independent Contractor
All persons employed by Contractor or Subcontractors to perform Work under
this Contract shall be Contractor's or Subcontractors' employee(s) or independent
contractor(s) for all purposes hereunder and shall not be employees of the State
for any purpose as a result of this Contract.
7. PAYMENTS TO CONTRACTOR
The State shall, in accordance with the provisions of this §7 and Exhibit A, Statement of
Work, pay Contractor in the amounts and using the methods set forth below:
A. Maximum Amount
The maximum amount payable statewide for all SEP county contractors for the
administration of the Long Term Care Programs for the Colorado Home and
Community Based Services Population is shown in the following table, as
determined by the Department from available funds. The maximum amount
payable statewide for multiple contractors for the Quality of Life Interviews is
shown in the following table, as determined by the Department from available
funds.
Payments to Contractor are limited to the unpaid obligated balance of the Contract
at the rates set forth in Exhibit B. The maximum amount payable statewide for
multiple contractors is:
State Fiscal Year 2013-14 (Effective
$12,619,975.64
Date through June 30, 2014)
State Fiscal Year 2013-14 Quality of
Life Interviews
$15,350.00
B. Payment
Payment pursuant to this Contract will be made as earned. Any advance payments
allowed under this Contract shall comply with State Fiscal Rules and be made in
accordance with the provisions of this Contract. Contractor shall initiate any
payment requests by submitting invoices to the State in the form and manner
prescribed by the State.
C. Interest
The State shall fully pay each invoice within forty-five (45) days of receipt
thereof if the amount invoiced represents performance by Contractor previously
accepted by the State. Uncontested amounts not paid by the State within forty-five
(45) days shall bear interest on the unpaid balance beginning on the forty-sixth
(46th) day at a rate not to exceed one percent (1%) per month until paid in full;
provided, however, that interest shall not accrue on unpaid amounts that are
subject to a good faith dispute. Contractor shall invoice the State separately for
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accrued interest on delinquent amounts. The billing shall reference the delinquent
payment, the number of days' interest to be paid and the interest rate.
D. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the
State's current fiscal year. Therefore, Contractor's compensation beyond the
State's current fiscal year is contingent upon the continuing availability of State
appropriations as provided in the Colorado Special Provisions, set forth below. If
federal funds are used to fund this Contract, in whole or in part, the State's
performance hereunder is contingent upon the continuing availability of such
funds. Payments pursuant to this Contract shall be made only from available
funds and the State's liability for such payments shall be limited to the amount
remaining of such available funds. If State or federal funds are not appropriated,
or otherwise become unavailable to fund this Contract, the State may terminate
this Contract immediately, in whole or in part, without further liability
notwithstanding any notice and cure period in §14.B, by providing written notice
to the Contractor.
E. Erroneous Payments
At the State's sole discretion, payments made to Contractor in error for any
reason, including, but not limited to, overpayments or improper payments, may be
recovered from Contractor by deduction from subsequent payments under this
Contract or other contracts, grants or agreements between the State and
Contractor that relate to the subject matter of this Contract or by other appropriate
methods and collected as a debt due to the State. Such funds shall not be paid to
any party other than the State.
F. Option to Increase Quantity of Service
The Department may increase the quantity of services described in the Contract
based upon the rates established in the Contract. If the Department exercises the
option, it will provide written notice to Contractor in a form substantially
equivalent to Exhibit C. Delivery/performance of services shall continue at the
same rates and terms. If exercised, the provisions of the Option Letter shall
become part of and be incorporated into the original Contract.
8. REPORTING NOTIFICATION
Reports required under this Contract shall be in accordance with the procedures and in
such form as prescribed by the State and as described in Exhibit A.
A. Litigation Reporting
Within ten (10) days after being served with any pleading in a legal action filed
with a court or administrative agency, related to this Contract or which may affect
Contractor's ability to perform its obligations hereunder, Contractor shall notify
the State of such action and deliver copies of such pleadings to the State's
principal representative as identified herein. If the State's principal representative
is not then serving, such notice and copies shall be delivered to the Executive
Director of the Department.
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B. Noncompliance
Contractor's failure to provide reports and notify the State in a timely manner in
accordance with this §8 may result in the delay of payment of funds and/or
termination as provided under this Contract.
9. CONTRACTOR RECORDS
A. Maintenance
Contractor shall make, keep, maintain, and allow inspection and monitoring by
the State of a complete file of all records, documents, communications, notes, and
other written materials, electronic media files and electronic communications,
pertaining in any manner to the Work or the delivery of Services or Goods
hereunder. Contractor shall maintain such records until the last to occur of: (i) a
period of six (6) years after the date this Contract expires or is sooner terminated,
or (ii) a period of six (6) years after final payment is made hereunder, or (iii) a
period of six (6) years after the resolution of any pending Contract matters, or (iv)
if an audit is occurring, or Contractor has received notice that an audit is pending,
until such audit has been completed and its findings have been resolved
(collectively, the "Record Retention Period"). All such records, documents,
communications and other materials shall be the property of the State, and shall
be maintained by the Contractor in a central location and the Contractor shall be
custodian on behalf of the State.
B. Inspection
Contractor shall permit the State, the federal government and any other duly
authorized agent of a governmental agency to audit, inspect, examine, excerpt,
copy and/or transcribe Contractor's records related to this Contract during the
Record Retention Period, to assure compliance with the terms hereof or to
evaluate performance hereunder. The State reserves the right to inspect the Work
at all reasonable times and places during the term of this Contract, including any
extensions or renewals. If the Work fails to conform with the requirements of this
Contract, the State may require Contractor promptly to bring the Work into
conformity with Contract requirements, at Contractor's sole expense. If the Work
cannot be brought into conformance by re -performance or other corrective
measures, the State may require Contractor to take necessary action to ensure that
future performance conforms to Contract requirements and exercise the remedies
available under this Contract, at law or in equity, in lieu of or in conjunction with
such corrective measures.
C. Monitoring
Contractor shall permit the State, the federal government and any other duly
authorized agent of a government agency, in their sole discretion, to monitor all
activities conducted by Contractor pursuant to the teuus of this Contract using any
reasonable procedure, including, but not limited to: internal evaluation
procedures, examination of program data, special analyses, on -site checking,
formal audit examinations, or any other procedure. All monitoring controlled by
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the State shall be performed in a manner that shall not unduly interfere with
Contractor's performance hereunder.
D. Final Audit Report
If an audit is performed on Contractor's records for any fiscal year covering a
portion of the term of this Contract, Contractor shall submit a copy of the final
audit report to the State or its principal representative at the address specified
herein.
10. CONFIDENTIAL INFORMATION
Contractor shall comply with the provisions of this §10 if it becomes privy to confidential
information in connection with its performance hereunder. Confidential information
includes, but is not necessarily limited to, any state records, personnel records, and
information concerning individuals. Such information shall not include information
required to be disclosed pursuant to the Colorado Open Records Act, CRS §24-72-101, et
seq.
A. Confidentiality
Contractor shall keep all State records and information confidential at all times
and comply with all laws and regulations concerning confidentiality of
information. Any request or demand by a third party for State records and
information in the possession of Contractor shall be immediately forwarded to the
State's principal representative.
B. Health Insurance Portability & Accountability Act of 1996 ("HIPAA")
Federal Law and Regulations
Pursuant to federal law and regulations governing the privacy of certain
health information, the Contractor, to the extent applicable, shall comply
with the Health Insurance Portability and Accountability Act of 1996, 42
U.S.C. §1320d — 1320d-8 ("HIPAA") and its implementing regulations
promulgated by the U.S. Department of Health and Human Services, 45
C.F.R. Parts 160 and 164 (the "Privacy Rule") and other applicable taws,
as amended.
ii. Business Associate Contract
Federal law and regulations governing the privacy of certain health
information requires a "Business Associate Contract" between the State
and the Contractor, 45 C.F.R. Section 164.504(e). Attached and
incorporated herein by reference and agreed to by the parties is a HIPAA
Business Associate Addendum ("Addendum") for HIPAA compliance.
Terms of the Addendum shall be considered binding upon execution of
this Contract and shall remain in effect during the term of the Contract
including any extensions.
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iii. Confidentiality of Records
Whether or not an Addendum is attached to this Contract, the Contractor
shall protect the confidentiality of all records and other materials
containing personally identifying information that are maintained in
accordance with the Contract and comply with HIPAA rules and
regulations. Except as provided by law, no information in possession of
the Contractor about any individual constituent shall be disclosed in a
form including identifying information without the prior written consent
of the person in interest, a minor's parent, or guardian. The Contractor
shall have written policies governing access to, duplication and
dissemination of, all such information. The Contractor shall advise its
employees, agents and subcontractors, if any, that they are subject to these
confidentiality requirements. The Contractor shall provide its employees,
agents and subcontractors, if any, with a copy or written explanation of
these confidentiality requirements before access to confidential data is
permitted. No confidentiality requirements contained in this Contract shall
negate or supersede the provisions of the federal Health Insurance
Portability and Accountability Act of 1996.
C. Notification
Contractor shall notify its agents, employees, Subcontractors and assigns who
may come into contact with State records or other confidential information that
each is subject to the confidentiality requirements set forth herein, and shall
provide each with a written explanation of such requirements before permitting
them to access such records and information.
D. Use, Security, and Retention
Confidential information of any kind shall not be distributed or sold to any third
party or used by Contractor or its agents in any way, except as authorized by this
Contract or approved in writing by the State. Contractor shall provide and
maintain a secure environment that ensures confidentiality of all State records and
other confidential information wherever located. Confidential information shall
not be retained in any files or otherwise by Contractor or its agents, except as
permitted in this Contract or approved in writing by the State.
E. Disclosure
Disclosure of State records or other confidential information by Contractor for
any reason may be cause for legal action by third parties against Contractor, the
State or their respective agents.
11. CONFLICTS OF INTEREST
A. Contractor's employees, agents, Subcontractors, and assigns performing work
under this contract shall not engage in any business or personal activities or
practices or maintain any relationships which conflict in any way with the full
performance of Contractor's obligations hereunder. Contractor acknowledges that
with respect to this Contract, even the appearance of a conflict of interest is
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harmful to the State's interests. Absent the State's prior written approval,
Contractor's employees, agents, Subcontractors, and assigns performing work
under this contract shall refrain from any practices, activities or relationships that
reasonably appear to be in conflict with the full performance of Contractor's
obligations to the State hereunder. If a conflict or appearance exists, or if
Contractor is uncertain whether a conflict or the appearance of a conflict of
interest exists, Contractor shall submit to the State a disclosure statement setting
forth the relevant details for the State's consideration. Failure to promptly submit
a disclosure statement or to follow the State's direction in regard to the apparent
conflict constitutes a breach of this Contract.
B. The Contractor (and Subcontractors or subgrantees permitted under the terms of
this Contract) shall maintain a written code of standards governing the
performance of its employees engaged in the award and administration of
contracts. No employee, officer or agent of the Contractor, Subcontractor, or
subgrantee shall participate in the selection, or in the award or administration of a
contract or subcontract supported by federal funds if a conflict of interest, real or
apparent, would be involved. Such a conflict would arise when:
The employee, officer or agent;
ii. Any member of the employee's immediate family;
ii. The employee's partner; or
iv. An organization which employs, or is about to employ, any of the above,
has a financial or other interest in the firm selected for award. The
Contractor's, Subcontractor's, or subgrantee's officers, employees, or
agents will neither solicit nor accept gratuities, favors, or anything of
monetary value from Contractors, potential Contractors, or parties to
subagreements.
12. REPRESENTATIONS AND WARRANTIES
Contractor makes the following specific representations and warranties, each of which
was relied on by the State in entering into this Contract.
A. Standard and Manner of Performance
Contractor shall perform its obligations hereunder in accordance with the highest
standards of care, skill and diligence in Contractor's industry, trade, or profession
and in the sequence and manner set forth in this Contract.
B. Legal Authority — Contractor Signatory
Contractor warrants that it possesses the legal authority to enter into this Contract
and that it has taken all actions required by its procedures, and bylaws, and/or
applicable laws to exercise that authority, and to lawfully authorize its
undersigned signatory to execute this Contract, or any part thereof, and to bind
Contractor to its terms. If requested by the State, Contractor shall provide the
State with proof of Contractor's authority to enter into this Contract within five
(5) days of receiving such request.
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C. Licenses, Permits, Etc.
Contractor represents and warrants that as of the Effective Date it has, and that at
all times during the term hereof it shall have and maintain, at its sole expense, all
licenses, certifications, approvals, insurance, permits and other authorizations
required by law to perform its obligations hereunder. Contractor warrants that it
shall maintain all necessary licenses, certifications, approvals, insurance, permits,
and other authorizations required to properly perform this Contract, without
reimbursement by the State or other adjustment in the Contract. Additionally, all
employees, agents, and Subcontractors of Contractor performing Services under
this Contract shall hold all required licenses or certifications, if any, to perform
their responsibilities. Contractor, if a foreign corporation or other foreign entity
transacting business in the State of Colorado, further warrants that it currently has
obtained and shall maintain any applicable certificate of authority to transact
business in the State of Colorado and has designated a registered agent in
Colorado to accept service of process. Any revocation, withdrawal or non -renewal
of licenses, certifications, approvals, insurance, permits or any such similar
requirements necessary for Contractor to properly perform the terms of this
Contract is a material breach by Contractor and constitutes grounds for
termination of this Contract.
13. INSURANCE
Contractor and its Subcontractors shall obtain and maintain insurance as specified in this
section at all times during the term of this Contract. All policies evidencing the insurance
coverage required hereunder shall be issued by insurance companies satisfactory to
Contractor and the State.
A. Contractor
Public Entities
If Contractor is a "public entity" within the meaning of the Colorado
Governmental Immunity Act, CRS §24-10-101, et seq., as amended (the
"GIA"), then Contractor shall maintain at all times during the term of this
Contract such liability insurance, by commercial policy or self-insurance,
as is necessary to meet its liabilities under the GIA. Contractor shall show
proof of such insurance satisfactory to the State, if requested by the State.
Contractor shall require each contract with a Subcontractor that is a public
entity, to include the insurance requirements necessary to meet such
Subcontractor's liabilities under the GIA.
Non -Public Entities
If Contractor is not a "public entity" within the meaning of the GIA,
Contractor shall obtain and maintain during the term of this Contract
insurance coverage and policies meeting the requirements set forth in
§13.B.
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B. Contractors — Subcontractors
Contractor shall require each contract with Subcontractors other than those that
are public entities, providing Goods or Services in connection with this Contract,
to include insurance requirements substantially similar to the following:
Worker's Compensation
Worker's Compensation Insurance as required by State statute, and
Employer's Liability Insurance covering all of Contractor's or
Subcontractor's employees acting within the course and scope of their
employment.
General Liability
Commercial General Liability Insurance written on ISO occurrence form
CG 00 01 10/93 or equivalent, covering premises operations, fire damage,
independent contractors, products and completed operations, blanket
contractual liability, personal injury, and advertising liability with
minimum limits as follows:
a. $1,000,000 each occurrence;
b. $1,000,000 general aggregate;
c. $1,000,000 products and completed operations aggregate; and
d. $50,000 any one fire.
If any aggregate limit is reduced below $1,000,000 because of claims
made or paid, Subcontractor shall immediately obtain additional insurance
to restore the full aggregate limit and furnish to Contractor a certificate or
other document satisfactory to Contractor showing compliance with this
provision.
i. Protected Health Information Insurance
Liability insurance covering all loss of Protected Health Information data
and claims based upon alleged violations of privacy rights through
improper use or disclosure of Protected Health Information with minimum
limits as follows:
a. $1,000,000 each occurrence; and
b. $2,000,000 general aggregate.
iv. Automobile Liability
Automobile Liability Insurance covering any auto (including owned, hired
and non -owned autos) with a minimum limit of $1,000,000 each accident
combined single limit.
v. Professional Liability Insurance
Professional Liability Insurance covering any damages caused by an error,
omission or any negligent acts with minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate.
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vi. Primacy of Coverage
Coverage required of Contractor and Subcontractor shall be primary over
any insurance or self-insurance program carried by Contractor or the State.
vii. Cancellation
The above insurance policies shall include provisions preventing
cancellation or non -renewal without at least 30 days prior notice to
Contractor and Contractor shall forward such notice to the State in
accordance with §16 (Notices and Representatives) within seven days of
Contractor's receipt of such notice.
viii. Subrogation Waiver
All insurance policies in any way related to this Contract and secured and
maintained by Contractor or its Subcontractors as required herein shall
include clauses stating that each carrier shall waive all rights of recovery,
under subrogation or otherwise, against Contractor or the State, its
agencies, institutions, organizations, officers, agents, employees, and
volunteers.
Certificates
Contractor and all Subcontractors shall provide certificates showing insurance
coverage required hereunder to the State within seven (7) business days of the
Effective Date of this Contract. No later than fifteen (15) days prior to the
expiration date of any such coverage, Contractor and each Subcontractor shall
deliver to the State or Contractor certificates of insurance evidencing renewals
thereof. In addition, upon request by the State at any other time during the term of
this Contract or any subcontract, Contractor and each Subcontractor shall, within
ten (10) days of such request, supply to the State evidence satisfactory to the State
of compliance with the provisions of this §13.
14. BREACH
A. Defined
In addition to any breaches specified in other sections of this Contract, the failure
of the Contractor to perform any of its material obligations hereunder in whole or
in part or in a timely or satisfactory manner, constitutes a breach. The institution
of proceedings under any bankruptcy, insolvency, reorganization or similar law,
by or against Contractor, or the appointment of a receiver or similar officer for
Contractor or any of its property, which is not vacated or fully stayed within
twenty (20) days after the institution or occurrence thereof, shall also constitute a
breach.
B. Notice and Cure Period
In the event of a breach, the State shall notify the Contractor of such in writing in
the manner provided in §16. If such breach is not cured within ten (10) days of
receipt of written notice, the State may exercise any of the remedies set forth in
§15. Notwithstanding anything to the contrary herein, the State, in its sole
Page 13 of 27
discretion, need not provide advance notice or a cure period and may immediately
terminate this Contract in whole or in part if reasonably necessary to preserve
public safety or to prevent immediate public crisis, by providing written notice to
the Contractor.
15. REMEDIES
A. Termination for Cause and/or Breach
If a Party is in breach under any provision of this Contract, the other Party shall
have all of the remedies listed in this §15 in addition to all other remedies set forth
in other sections of this Contract, and without limiting its remedies otherwise
available at law or equity, following the notice and cure period set forth in §14.B.
Remedies are cumulative and the Parties may exercise. any or all of the remedies
available to it, in its sole discretion, concurrently or consecutively. The State may
terminate this entire Contract or any part of this Contract. Exercise by the State of
this right shall not be a breach of its obligations hereunder.
Obligations and Rights
To the extent specified in any termination notice, Contractor shall not
incur further obligations or render further performance hereunder past the
effective date of such notice, and shall terminate outstanding orders and
subcontracts with third parties. However, Contractor shall complete and
deliver to the State all Work, Services and Goods not cancelled by the
termination notice. Contractor shall continue performance of this Contract
up to the effective date of the termination. To the extent the Contract is not
terminated, if any, Contractor shall continue performance until the
expiration of this Contract. At the sole discretion of the State, Contractor
shall assign to the State all of Contractor's right, title, and interest under
such terminated orders or subcontracts. Upon termination, Contractor shall
take timely, reasonable and necessary action to protect and preserve
property in the possession of Contractor in which the State has an interest.
All materials owned by the State in the possession of Contractor shall be
immediately returned to the State. All Work Product, at the option of the
State, shall be delivered by Contractor to the State and shall become the
State's property. The Contractor shall be obligated to return any payment
advanced under the provisions of this Contract.
ii. Payments
The State shall reimburse Contractor only for accepted performance up to
the effective date of the termination. If, after termination by the State, it is
determined that Contractor was not in breach or that Contractor's action or
inaction was excusable, such termination shall be treated as a termination
in the public interest and the rights and obligations of the Parties shall be
the same as if this Contract had been terminated in the public interest, as
described herein.
Page 14 of 27
Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall
remain liable to the State for any damages sustained by the State by virtue
of any breach under this Contract by Contractor and the State may
withhold any payment to Contractor for the purpose of mitigating the
State's damages, until such time as the exact amount of damages due to
the State from Contractor is determined. The State may withhold any
amount that may be due Contractor as the State deems necessary to protect
the State against loss, including loss as a result of outstanding liens, claims
of former lien holders, or for the excess costs incurred in procuring similar
goods or services. Contractor shall be liable for excess costs incurred by
the State in procuring from third parties replacement Work, Services or
substitute Goods as cover.
B. Early Termination in the Public Interest
The State is entering into this Contract for the purpose of carrying out the public
policy of the State of Colorado, as determined by its Governor, General
Assembly, and/or courts. If this Contract ceases to further the public policy of the
State, the State, in its sole discretion, may terminate this Contract, in whole or in
part. Exercise by the State of this right shall not constitute a breach of the State's
obligations hereunder. This subsection shall not apply to a termination of this
Contract by the State for cause or breach by Contractor, which shall be governed
by §15.A or as otherwise specifically provided for herein.
Method and Content
The State shall notify Contractor of such termination in accordance with
§16. The notice shall specify the effective date of the termination, which
shall be at least twenty (20) days, and whether it affects all or a portion of
this Contract.
i. Obligations and Rights
Upon receipt of a termination notice, Contractor shall be subject to and
comply with the same obligations and rights set forth in §15.A.i.
iii. Payments
If this Contract is terminated by the State pursuant to this §15.B,
Contractor shall be paid an amount which bears the same ratio to the total
reimbursement under this Contract as Contractor's obligations that were
satisfactorily performed bear to the total obligations set forth in this
Contract, less payments previously made. Additionally, if this Contract is
less than 60% completed upon the effective date of such termination, the
State may reimburse Contractor for a portion of actual out-of-pocket
expenses (not otherwise reimbursed under this Contract) incurred by
Contractor prior to the effective date of the termination in the public
interest which are directly attributable to the uncompleted portion of
Contractor's obligations hereunder; provided that the sum of any and all
Page 15 of 27
reimbursement shall not exceed the maximum amount payable to
Contractor hereunder.
C. Additional Remedies
The State, in its sole discretion, may exercise one or more of the following
remedies in addition to other remedies available to it:
Suspend Performance
Suspend Contractor's performance with respect to all or any portion of
this Contract pending necessary corrective action as specified by the State
without entitling Contractor to an adjustment in price/cost or performance
schedule. Contractor shall promptly cease performance of such portions of
the contract.
ii. Withhold Payment
Withhold payment to Contractor until Contractor's performance or
corrections in Contractor's performance are satisfactorily made and
completed.
Deny/Reduce Payment
Deny payment for those obligations not performed in conformance with
Contract requirements, that due to Contractor's actions or inactions,
cannot be performed or, if performed, would be of no value to the State;
provided, that any denial or reduction of payment shall be reasonably
related to the value to the State of the obligations not performed.
iv. Removal
Notwithstanding any other provision herein, the State may request
immediate removal from work under this Contract of any of Contractor's
employees, agents, or Subcontractors whom the State deems incompetent,
careless, insubordinate, unsuitable, or otherwise unacceptable, or whose
continued relation to this Contract is deemed to be contrary to the public
interest or the State's best interest.
v. Intellectual Property
If Contractor infringes on a patent, copyright, trademark, trade secret or
other intellectual property right while performing its obligations under this
Contract, Contractor shall, at the State's option:
a. Obtain for the State or Contractor the right to use such products
and services;
b. Replace any Goods, Services, or other product involved with non -
infringing products or modify them so that they become non -
infringing; or,
c. If neither of the foregoing alternatives are reasonably available,
remove any infringing Goods, Services, or products and refund the
price paid therefore to the State.
Page 16 of 27
16. NOTICES AND REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party.
All notices required to be given hereunder shall be hand delivered with receipt required
or sent by certified or registered mail to such Party's principal representative at the
address set forth below. In addition to, but not in lieu of, a hard -copy notice, notice also
may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may
from time to time designate by written notice substitute addresses or persons to whom
such notices shall be sent. Unless otherwise provided herein, all notices shall be effective
upon receipt.
For the State:
For the
Contractor:
Laura Kiel, Contracts & Performance Management, Long
Term Services and Supports Division
Department of Health Care Policy and Financing
1570 Grant Street
Denver, Colorado 80203
Laura.Kiel@state.co.us
Eva Jewell
SEP Administrator
Weld County Department of Human Services
by and through the Weld County Board of Commissioners
PO Box 1805
Greeley, Colorado 80632
ejewell@co.weld.co.us
17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE
Any software, research, reports, studies, data, photographs, negatives or other documents,
drawings, models, materials, or Work Product of any type, including drafts, prepared by
Contractor in the performance of its obligations under this Contract shall be the exclusive
property of the State, and all Work Product shall be delivered to the State by Contractor
upon completion or termination hereof. The State's exclusive rights in such Work
Product shall include, but not be limited to, the right to copy, publish, display, transfer,
and prepare derivative works. Contractor shall not use, willingly allow, cause or permit
such Work Product to be used for any purpose other than the performance of Contractor's
obligations hereunder without the prior written consent of the State.
18. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the
State of Colorado, its departments, institutions, agencies, boards, officials, and employees
is controlled and limited by the provisions of the Colorado Governmental Immunity Act,
Page 17 of 27
CRS §24-10-101, et seq., and the risk management statutes, CRS §24-30-1501, et seq., as
now or hereafter amended.
19. GENERAL PROVISIONS
A. Assignment and Subcontracts
Contractor's rights and obligations hereunder are personal and may not be
transferred, assigned or subcontracted without the prior, written consent of the
State. Any attempt at assignment, transfer or subcontracting without such consent
shall be void. All assignments, subcontracts, or Subcontractors approved by the
Contractor or the State are subject to all of the provisions hereof Contractor shall
be solely responsible for all of the Work performed under this Contract,
regardless of whether Subcontractors are used and for all aspects of
subcontracting arrangements and performance. Copies of any and all subcontracts
entered into by Contractor to perform its obligations hereunder shall be in writing
and submitted to the State upon request. Any and all subcontracts entered into by
Contractor related to its performance hereunder shall require the Subcontractor to
perform in accordance with the terms and conditions of this Contract and to
comply with all applicable federal and state laws. Any and all subcontracts shall
include a provision that such subcontracts are governed by the laws of the State of
Colorado.
B. Binding Effect
Except as otherwise provided in §19.A, all provisions herein contained, including
the benefits and burdens, shall extend to and be binding upon the Parties'
respective heirs, legal representatives, successors, and assigns.
C. Captions
The captions and headings in this Contract are for convenience of reference only,
and shall not be used to interpret, define, or limit its provisions.
D. Counterparts
This Contract may be executed in multiple identical original counterparts, all of
which shall constitute one agreement.
E. Entire Understanding
This Contract represents the complete integration of all understandings between
the Parties regarding the Work and all prior representations and understandings,
oral or written, related to the Work are merged herein. Prior or contemporaneous
additions, deletions, or other changes hereto shall not have any force or effect
whatsoever, unless embodied herein.
F. Jurisdiction and Venue
All suits or actions related to this Contract shall be filed and proceedings held in
the State of Colorado and exclusive venue shall be in the City and County of
Denver.
Page 18 of 27
G. Modification
By the Parties
Except as specifically provided in this Contract, modifications of this
Contract shall not be effective unless agreed to in writing by the Parties in
an amendment to this Contract, properly executed and approved in
accordance with applicable Colorado State law and State Fiscal Rules.
Modifications permitted under this Contract, other than contract
amendments, shall conform to the policies of the Office of the State
Controller, including, but not limited to, the policy entitled
MODIFICATIONS OF CONTRACTS - TOOLS AND FORMS.
By Operation of Law
This Contract is subject to such modifications as may be required by
changes in Federal or Colorado State law, or their implementing
regulations. Any such required modification automatically shall be
incorporated into and be part of this Contract on the effective date of such
change, as if fully set forth herein.
H. Order of Precedence
The provisions of this Contract shall govern the relationship of the State and
Contractor. In the event of conflicts or inconsistencies between this Contract and
its exhibits and attachments, including, but not limited to, those provided by
Contractor, such conflicts or inconsistencies shall be resolved by reference to the
documents in the following order of priority:
Colorado Special Provisions
ii. HIPAA Business Associate Addendum
iii. The provisions of the main body of this Contract
iv. Exhibit A, Statement of Work
v. Exhibit G, Colorado Choice Transitions Quality of Life Interviews
vi. Exhibit B, Rates
vii. Exhibit C, Sample Option Letter
viii. Exhibit D, Case Management Agency Administrative Review Tool
ix. Exhibit E, Case Manager Training Report Template
x. Exhibit F, Complaint Trends and Remedial Action Report
xi. Exhibit G, Colorado Choice Transitions Quality of Life Interviews
Severability
Provided this Contract can be executed and performance of the obligations of the
Parties accomplished within its intent, the provisions hereof are severable and any
provision that is declared invalid or becomes inoperable for any reason shall not
affect the validity of any other provision hereof.
J. Survival of Certain Contract Terms
Notwithstanding anything herein to the contrary, provisions of this Contract
requiring continued performance, compliance, or effect after termination hereof,
Page 19 of 27
shall survive such termination and shall be enforceable by the State if Contractor
fails to perform or comply as required.
K. Taxes
The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-
730123K) and from all State and local government sales and use taxes under CRS
§§39-26-101 and 201, et seq. Such exemptions apply when materials are
purchased or services are rendered to benefit the State.
L. Third Party Beneficiaries
Enforcement of this Contract and all rights and obligations hereunder are reserved
solely to the Parties. Any services or benefits which third parties receive as a
result of this Contract are incidental to the Contract, and do not create any rights
for such third parties.
M. Waiver
Waiver of any breach under a term, provision, or requirement of this Contract, or
any right or remedy hereunder, whether explicitly or by lack of enforcement, shall
not be construed or deemed as a waiver of any subsequent breach of such term,
provision or requirement, or of any other term, provision, or requirement.
N. CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance
measures and standards under CRS §24-103.5-101, if any, are subject to public
release through the Colorado Open Records Act, CRS §24-72-10I, et seq.
20. ADDITIONAL GENERAL PROVISIONS
A. Compliance with Applicable Law
The Contractor shall at all times during the execution of this Contract strictly
adhere to, and comply with, all applicable federal and state laws, and their
implementing regulations, as they currently exist and may hereafter be amended,
which are incorporated herein by this reference as terms and conditions of this
Contract. The Contractor shall also require compliance with these statutes and
regulations in subcontracts and subgrants permitted under this contract. The
federal laws and regulations include:
Age Discrimination Act of 1975, as amended
42 U.S.C. 6101, et seq.
Age Discrimination in Employment Act of 1967
29 U.S.C. 621-634
Americans with Disabilities Act of 1990 (ADA)
42 U.S.C. 12101, et seq.
Clean Air Act
42 U.S.C. 7401, et seq.
Equal Employment Opportunity
E.O. 11246, as amended
by E.O. 11375, amending
E.O. 11246 and as
supplemented by 41
Page 20 of 27
C.F.R. Part 60
Equal Pay Act of 1963
29 U.S.C. 206(d)
Federal Water Pollution Control Act, as
amended
33 U.S.C. 1251, et seq.
Immigration Reform and Control Act of 1986
8 U.S.C. 1324b
Section 504 of the Rehabilitation Act of 1973, as
amended
29 U.S.C. 794
Title VI of the Civil Rights Act of 1964, as
amended
42 U.S.C. 2000d, et seq.
Title VII of the Civil Rights Act of 1964
42 U.S.C. 2000e
Title IX of the Education Amendments of 1972,
as amended
20 U.S.C. 1681
State laws include:
Civil Rights Division
Section 24-34-301, CRS, et
seq.
The Contractor also shall comply with any and all laws and regulations
prohibiting discrimination in the specific program(s) which is/are the subject of
this Contract. In consideration of and for the purpose of obtaining any and all
federal and/or state financial assistance, the Contractor makes the following
assurances, upon which the State relies.
The Contractor will not discriminate against any person on the basis of
race, color, national origin, age, sex, religion or handicap, including
Acquired Immune Deficiency Syndrome (AIDS) or AIDS -related
conditions, in performance of Work under this Contract.
At all times during the performance of this Contract, no qualified
individual with a disability shall, by reason of such disability, be excluded
from participation in, or denied benefits of the service, programs, or
activities performed by the Contractor, or be subjected to any
discrimination by the Contractor.
The Contractor shall take all necessary affirmative steps, as required by 45 C.F.R.
92.36(e), Colorado Executive Order and Procurement Rules, to assure that small
and minority businesses and women's business enterprises are used, when
possible, as sources of supplies, equipment, construction, and services purchased
under this Contract.
Page 21 of 27
B. Federal Audit Provisions
Office of Management and Budget (OMB) Circular No. A-133, Audits of States,
Local Governments, and Non -Profit Organizations, defines audit requirements
under the Single Audit Act of 1996 (Public Law 104-156). All state and local
governments and non-profit organizations expending $500,000.00 or more from
all sources (direct or from pass -through entities) are required to comply with the
provisions of Circular No. A-133. The Circular also requires pass -through entities
to monitor the activities of subrecipients and ensure that subrecipients meet the
audit requirements. To identify its pass -through responsibilities, the State of
Colorado requires all subrecipients to notify the State when expected or actual
expenditures of federal assistance from all sources equal or exceed $500,000.00.
C. Debarment and Suspension
If this is a covered transaction or the Contract amount exceeds
$100,000.00, the Contractor certifies to the best of its knowledge and
belief that it and its principals and Subcontractors are not presently
debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded by any Federal department or agency.
This certification is a material representation of fact upon which reliance
was placed when the State determined to enter into this transaction. If it is
later determined that the Contractor knowingly rendered an erroneous
certification, in addition to other remedies available at taw or by contract,
the State may terminate this Contract for default.
The Contractor shall provide immediate written notice to the State if it has
been debarred, suspended, proposed for debarment, declared ineligible or
voluntarily excluded by any Federal department or agency.
iv. The terms "covered transaction," "debarment," "suspension," "ineligible,"
"lower tier covered transaction," "principal," and "voluntarily excluded,"
as used in this paragraph, have the meanings set out in 2 C.F.R. Parts 180
and 376.
v. The Contractor agrees that it will include this certification in all lower tier
covered transactions and subcontracts that exceed $100,000.00.
D. Force Majeure
Neither the Contractor nor the State shall be liable to the other for any delay in, or
failure of performance of, any covenant or promise contained in this Contract, nor
shall any delay or failure constitute default or give rise to any liability for
damages if, and only to the extent that, such delay or failure is caused by "force
majeure." As used in this Contract, "force majeure" means acts of God; acts of the
public enemy; acts of the state and any governmental entity in its sovereign or
contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes or
other labor disputes; freight embargoes; or unusually severe weather.
Page 22 of 27
E. Disputes
Except as herein specifically provided otherwise, disputes concerning the
perfoiutance of this Contract which cannot be resolved by the designated Contract
representatives shall be referred in writing to a senior departmental management
staff designated by the State and a senior manager designated by the Contractor.
Failing resolution at that level, disputes shall be presented in writing to the
Executive Director of the State and the Contractor's Director for resolution. This
process is not intended to supersede any other process for the resolution of
controversies provided by law.
F. Lobbying
Contractor certifies, to the best of his or her knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on
behalf of the undersigned, to any person for influencing or attempting to
influence an officer or employee of an agency, a Member of Congress, an
officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal contract, the
making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative Contract, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, grant, loan, or
cooperative Contract.
If any funds other than Federal appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an office
or employee of any agency, a Member of Congress, an office or employee
of Congress, or an employee of a Member of Congress in connection with
this Federal contract, grant, loan, or cooperative Contract, the undersigned
shall complete and submit Standard Form -ELL, "Disclosure Form to
Report Lobbying," in accordance with its instructions.
i. The undersigned shall require that the language of this certification be
included in the award documents for all sub awards at all tiers (including
subcontracts, subgrants, and contracts under grants, loans, and cooperative
Contracts) and that all subrecipicnts shall certify and disclose accordingly.
iv. This certification is a material representation of fact upon which reliance
was placed when the transaction was made or entered into. Submission of
the certification is a requisite for making or entering into transaction
imposed by Section 1352, Title 31, U.S. Code. Any person who fails to
file the required certification shall be subject to a civil penalty of not less
than $10,000.00 and not more than $100,000.00 for each such failure.
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Page 23 of 27
21. COLORADO SPECIAL PROVISIONS
The Special Provisions apply to all contracts except where noted in italics.
A. CONTROLLER'S APPROVAL. CRS §24-30-202(1). This contract shall not be
valid until it has been approved by the Colorado State Controller or designee.
B. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the
State payable after the current fiscal year are contingent upon funds for that
purpose being appropriated, budgeted, and otherwise made available.
C. INDEPENDENT CONTRACTOR. Contractor shall perform its duties
hereunder as an independent contractor and not as an employee. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an
agent or employee of the State. Contractor and its employees and agents are not
entitled to unemployment insurance or workers compensation benefits through the
State and the State shall not pay for or otherwise provide such coverage for
Contractor or any of its agents or employees. Unemployment insurance benefits
will be available to Contractor and its employees and agents only if such coverage
is made available by Contractor or a third party. Contractor shall pay when due all
applicable employment taxes and income taxes and local head taxes incurred
pursuant to this contract. Contractor shall not have authorization, express or
implied, to bind the State to any agreement, liability or understanding, except as
expressly set forth herein. Contractor shall (a) provide and keep in force workers'
compensation and unemployment compensation insurance in the amounts
required by law, (b) provide proof thereof when requested by the State, and (c) be
solely responsible for its acts and those of its employees and agents.
D. COMPLIANCE WITH LAW. Contractor shall strictly comply with all
applicable federal and State laws, rules, and regulations in effect or hereafter
established, including, without limitation, laws applicable to discrimination and
unfair employment practices.
E. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant
thereto, shall be applied in the interpretation, execution, and enforcement of this
contract. Any provision included or incorporated herein by reference which
conflicts with said laws, rules, and regulations shall be null and void. Any
provision incorporated herein by reference which purports to negate this or any
other Special Provision in whole or in part shall not be valid or enforceable or
available in any action at law, whether by way of complaint, defense, or
otherwise. Any provision rendered null and void by the operation of this provision
shall not invalidate the remainder of this contract, to the extent capable of
execution.
F. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002
00. State or other public funds payable under this contract shall not be used for the
acquisition, operation, or maintenance of computer software in violation of
federal copyright laws or applicable licensing restrictions. Contractor hereby
certifies and warrants that, during the term of this contract and any extensions,
Contractor has and shall maintain in place appropriate systems and controls to
Rule 3-I, Issued by the Office of the State Controller
Page 24 of 27 Date Revised: I/1/09
prevent such improper use of public finds. If the State deteiutines that Contractor
is in violation of this provision, the State may exercise any remedy available at
law or in equity or under this contract, including, without limitation, immediate
termination of this contract and any remedy consistent with federal copyright
laws or applicable licensing restrictions.
G. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS
§§24-18-201 and 24-50-507. The signatories aver that to their knowledge, no
employee of the State has any personal or beneficial interest whatsoever in the
service or property described in this contract. Contractor has no interest and shall
not acquire any interest, direct or indirect, that would conflict in any manner or
degree with the performance of Contractor's services and Contractor shall not
employ any person having such known interests.
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Rule 3-I, Issued by the Office of the State Controller
Page 25 of 27 Date Revised: 1/1/09
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Rule 3-I, Issued by the Office of the State Controller
Page 26 of 27 Date Revised: 1/1/09
Contract Routing Number 14-55377
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
* Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's behalf and
acknowledge that the State is relying on their representations to that effect.
Board of Weld County Commissioners on behalf of:
CONTRACTOR STATE OF COLORADO
Weld Count eaartment of Human Services John W. Hickenlooper, Governor
Department of Health Cae Policy nd Financing
Date:
L. -''Signature
AUG 1 9 2013
By: William F. Garcia
Name of Authorized Individual
Title: Chair
Official Title of Authorized Individual
Susan E. Birch, MBA, BSN, RN
Executive Director
Signatory avers to the State Controller or delegate that
Contractor has not begun performance or that a Statutory
Violation waiver has been requested under Fiscal Rules
Date:
By:
13
LEGAL REVIEW
John W. Suthers, Attorney General
Date:
Ni�k
Signature - Assistant Attorney General
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until 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 obligated to pay Contractor for such
performance or for any goods and/or services provided hereunder.
STATE CONTROLLER
Robe J PA; MBA, JD
By:
Departs "a t a Poli y and Financing
Date:
Page 27 of 27
aX5-.07, 3,
HIPAA BUSINESS ASSOCIATE ADDENDUM
This Business Associate Addendum ("Addendum") is part of the Contract between the
State of Colorado, Department of Health Care Policy and Financing and the Contractor. For
purposes of this Addendum, the State is referred to as "Department", "Covered Entity" or "CE"
and the Contractor is referred to as "Associate". Unless the context clearly requires a distinction
between the Contract document and this Addendum, all references herein to "the Contract" or
"this Contract" include this Addendum.
RECITALS
A. CE wishes to disclose certain information to Associate pursuant to the terms of the
Contract, some of which may constitute Protected Health Information ("PHI") (defined
below).
B. CE and Associate intend to protect the privacy and provide for the security of PHI
disclosed to Associate pursuant to this Contract in compliance with the Health Insurance
Portability and Accountability Act of 1996, 42 U.S.C. §1320d — 1320d-8 ("HIPAA") as
amended by the American Recovery and Reinvestment Act of 2009 ("ARRA")/HITECH
Act (P.L. 111-005), and its implementing regulations promulgated by the U.S.
Department of Health and Human Services, 45 C.F.R. Parts 160, 162 and 164 (the
"Privacy Rule") and other applicable laws, as amended.
C. As part of the HIPAA regulations, the Privacy Rule requires CE to enter into a contract
containing specific requirements with Associate prior to disclosure of PHI, as set forth in,
but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the Code of
Federal Regulations ("C.F.R.") and contained in this Addendum.
The parties agree as follows:
1. Definitions.
a. Except as otherwise defined herein, capitalized teuus in this Addendum shall have
the definitions set forth in the HIPAA Privacy Rule at 45 C.F.R. Parts 160, 162 and 164, as
amended. In the event of any conflict between the mandatory provisions of the Privacy Rule and
the provisions of this Contract, the Privacy Rule shall control. Where the provisions of this
Contract differ from those mandated by the Privacy Rule, but are nonetheless permitted by the
Privacy Rule, the provisions of this Contract shall control.
b. "Protected Health Information" or "PHI" means any information, whether oral or
recorded in any form or medium: (i) that relates to the past, present or future physical or mental
condition of an individual; the provision of health care to an individual; or the past, present or
future payment for the provision of health care to an individual; and (ii) that identifies the
individual or with respect to which there is a reasonable basis to believe the information can be
used to identify the individual, and shall have the meaning given to such term under the Privacy
Rule, including, but not limited to, 45 C.F.R. Section 164.501.
HCPF HIPAA BA
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c. "Protected Information" shall mean PHI provided by CE to Associate or created
or received by Associate on CE's behalf. To the extent Associate is a covered entity under
HIPAA and creates or obtains its own PHI for treatment, payment and health care operations,
Protected Information under this Contract does not include any PHI created or obtained by
Associate as a covered entity and Associate shall follow its own policies and procedures for
accounting, access and amendment of Associate's PHI.
2. Obligations of Associate.
a. Permitted Uses. Associate shall not use Protected Information except for the
purpose of performing Associate's obligations under this Contract and as permitted under this
Addendum. Further, Associate shall not use Protected Information in any manner that would
constitute a violation of the Privacy Rule if so used by CE, except that Associate may use
Protected Information: (i) for the proper management and administration of Associate; (ii) to
cany out the legal responsibilities of Associate; or (iii) for Data Aggregation purposes for the
Health Care Operations of CE. Additional provisions, if any, governing permitted uses of
Protected Information are set forth in Attachment A to this Addendum. Associate accepts full
responsibility for any penalties incurred as a result of Associate's breach of the Privacy Rule.
b. Permitted Disclosures. Associate shall not disclose Protected Information in any
manner that would constitute a violation of the Privacy Rule if disclosed by CE, except that
Associate may disclose Protected Information: (i) in a manner permitted pursuant to this
Contract; (ii) for the proper management and administration of Associate; (iii) as required by
law; (iv) for Data Aggregation purposes for the Health Care Operations of CE; or (v) to report
violations of law to appropriate federal or state authorities, consistent with 45 C.F.R. Section
164.502(j)(1). To the extent that Associate discloses Protected Information to a third party,
Associate must obtain, prior to making any such disclosure: CO reasonable assurances from such
third party that such Protected Information will be held confidential as provided pursuant to this
Addendum and only disclosed as required by law or for the purposes for which it was disclosed
to such third party; and (ii) an agreement from such third party to notify Associate within two
business days of any breaches of confidentiality of the Protected Information, to the extent it has
obtained knowledge of such breach. Additional provisions, if any, governing permitted
disclosures of Protected Information are set forth in Attachment A.
c. Appropriate Safeguards. Associate shall implement appropriate safeguards as are
necessary to prevent the use or disclosure of Protected Information Other than as permitted by
this Contract. Associate shall comply with the requirements of the Security Rules, 164.308,
164.310, 164.312, and 164.316. Associate shall maintain a comprehensive written information
privacy and security program that includes administrative, technical and physical safeguards
appropriate to the size and complexity of the Associate's operations and the nature and scope of
its activities.
d. Reporting of Improper Use or Disclosure. Associate shall report to CE in writing
any use or disclosure of Protected Information other than as provided for by this Contract within
five (5) business days of becoming aware of such use or disclosure.
HCPF HIPAA BA
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e. Associate's Agents. If Associate uses one or more subcontractors or agents to
provide services under the Contract, and such subcontractors or agents receive or have access to
Protected Information, each subcontractor or agent shall sign an agreement with Associate
containing substantially the same provisions as this Addendum and further identifying CE as a
third party beneficiary with rights of enforcement and indemnification from such subcontractors
or agents in the event of any violation of such subcontractor or agent agreement. Associate shall
implement and maintain sanctions against agents and subcontractors that violate such restrictions
and conditions shall mitigate the effects of any such violation.
f. Access to Protected Information. Associate shall make Protected Information
maintained by Associate or its agents or subcontractors in Designated Record Sets available to
CE for inspection and copying within ten (10) business days of a request by CE to enable CE to
fulfill its obligations to permit individual access to PHI under the Privacy Rule, including, but
not limited to, 45 C.F.R. Section 164.524.
g. Amendment of PHI. Within ten (10) business days of receipt of a request from CE
for an amendment of Protected Information or a record about an individual contained in a
Designated Record Set, Associate or its agents or subcontractors shall make such Protected
Information available to CE for amendment and incorporate any such amendment to enable CE
to fulfill its obligations with respect to requests by individuals to amend their PHI under the
Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.526. If any individual requests
an amendment of Protected Information directly from Associate or its agents or subcontractors,
Associate must notify CE in writing within five (5) business days of receipt of the request. Any
denial of amendment of Protected Information maintained by Associate or its agents or
subcontractors shall be the responsibility of CE.
h. Accounting Rights. Within ten (10) business days of notice by CE of a request for
an accounting of disclosures of Protected Information, Associate and its agents or subcontractors
shall make available to CE the information required to provide an accounting of disclosures to
enable CE to fulfill its obligations under the Privacy Rule, including, but not limited to, 45
C.F.R. Section 164.528. As set forth in, and as limited by, 45 C.F.R. Section 164.528, Associate
shall not provide an accounting to CE of disclosures: (i) to carry out treatment, payment or
health care operations, as set forth in 45 C.F.R. Section 164.506; (ii) to individuals of Protected
Information about them as set forth in 45 C.F.R. Section 164.502; (iii) pursuant to an
authorization as provided in 45 C.F.R. Section 164.508; (iv) to persons involved in the
individual's care or other notification purposes as set forth in 45 C.F.R. Section 164.510; (v) for
national security or intelligence purposes as set forth in 45 C.F.R. Section 164.512(k)(2); (vi) to
correctional institutions or law enforcement officials as set forth in 45 C.F.R. Section
164.512(k)(5); (vii) incident to a use or disclosure otherwise permitted by the Privacy Rule; (viii)
as part of a limited data set under 45 C.F.R. Section 164.514(e); or (ix) disclosures prior to April
14, 2003. Associate agrees to implement a process that allows for an accounting to be collected
and maintained by Associate and its agents or subcontractors for at least six (6) years prior to the
request, but not before the compliance date of the Privacy Rule. At a minimum, such information
shall include: (i) the date of disclosure; (ii) the name of the entity or person who received
Protected Information and, if known, the address of the entity or person; (iii) a brief description
of Protected Information disclosed; and (iv) a brief statement of purpose of the disclosure that
HCPF HIPAA BA
Page 3 of 8 Revised 8/12
reasonably informs the individual of the basis for the disclosure, or a copy of the individual's
authorization, or a copy of the written request for disclosure. In the event that the request for an
accounting is delivered directly to Associate or its agents or subcontractors, Associate shall
within five (5) business days of the receipt of the request forward it to CE in writing. It shall be
CE's responsibility to prepare and deliver any such accounting requested. Associate shall not
disclose any Protected Information except as set forth in Section 2(b) of this Addendum.
Governmental Access to Records. Associate shall make its internal practices,
books and records relating to the use and disclosure of Protected Information available to the
Secretary of the U.S. Department of Health and Human Services (the "Secretary"), in a time and
manner designated by the Secretary, for purposes of determining CE's compliance with the
Privacy Rule. Associate shall provide to CE a copy of any Protected Information that Associate
provides to the Secretary concurrently with providing such Protected Information to the
Secretary.
j. Minimum Necessary. Associate (and its agents or subcontractors) shall only
request, use and disclose the minimum amount of Protected Information necessary to accomplish
the purpose of the request, use or disclosure, in accordance with the Minimum Necessary
requirements of the Privacy Rule including, but not limited to, 45 C.F.R. Sections 164.502(b)
and 164.514(d).
k. Data Ownership. Associate acknowledges that Associate has no ownership rights
with respect to the Protected Information.
I. Retention of Protected Information. Except upon termination of the Contract as
provided in Section 4(d) of this Addendum, Associate and its agents or subcontractors shall
retain all Protected Information throughout the term of this Contract and shall continue to
maintain the information required under Section 2(h) of this Addendum for a period of six (6)
years.
m. Associate's Insurance. Associate shall maintain casualty and liability insurance to
cover loss of PHI data and claims based upon alleged violations of privacy rights through
improper use or disclosure of PHI. All such policies shall meet or exceed the minimum insurance
requirements of the Contract (e.g., occurrence basis, combined single dollar limits, annual
aggregate dollar limits, additional insured status and notice of cancellation).
n. Notification of Breach. During the term of this Contract, Associate shall notify
CE within two (2) business days of any suspected or actual breach of security, intrusion or
unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of data in
violation of any applicable federal or state laws or regulations. Such notice shall include the
identification of each individual whose unsecured PHI has been, or is reasonably believed to
have been accessed, acquired or disclosed during the breach. Associate shall take (i) prompt
corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized
disclosure required by applicable federal and state laws and regulations.
HCPF HIPAA BA
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o. Audits, Inspections and Enforcement. Within ten (10) business days of a written
request by CE, Associate and its agents or subcontractors shall allow CE to conduct a reasonable
inspection of the facilities, systems, books, records, agreements, policies and procedures relating
to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of
determining whether Associate has complied with this Addendum; provided, however, that: (i)
Associate and CE shall mutually agree in advance upon the scope, timing and location of such an
inspection; (ii) CE shall protect the confidentiality of all confidential and proprietary information
of Associate to which CE has access during the course of such inspection; and (iii) CE shall
execute a nondisclosure agreement, upon terms mutually agreed upon by the parties, if requested
by Associate. The fact that CE inspects, or fails to inspect, or has the right to inspect, Associate's
facilities, systems, books, records, agreements, policies and procedures does not relieve
Associate of its responsibility to comply with this Addendum, nor does CE's (i) failure to detect
or (ii) detection, but failure to notify Associate or require Associate's remediation of any
unsatisfactory practices, constitute acceptance of such practice or a waiver of CE's enforcement
rights under the Contract.
p. Safeguards During Transmission. Associate shall be responsible for using
appropriate safeguards to maintain and ensure the confidentiality, privacy and security of
Protected Information transmitted to CE pursuant to the Contract, in accordance with the
standards and requirements of the Privacy Rule, until such Protected Information is received by
CE, and in accordance with any specifications set forth in Attachment A.
q. Restrictions and Confidential Communications. Within ten (10) business days of
notice by CE of a restriction upon uses or disclosures or request for confidential communications
pursuant to 45 C.F.R. Section 164.522, Associate will restrict the use or disclosure of an
individual's Protected Information, provided Associate has agreed to such a restriction.
Associate will not respond directly to an individual's requests to restrict the use or disclosure of
Protected Information or to send all communication of Protected Information to an alternate
address. Associate will refer such requests to the CE so that the CE can coordinate and prepare a
timely response to the requesting individual and provide direction to Associate.
3. Obligations of CE.
a. Safeguards During Transmission. CE shall be responsible for using appropriate
safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to
Associate pursuant to this Contract, in accordance with the standards and requirements of the
Privacy Rule, until such PHI is received by Associate, and in accordance with any specifications
set forth in Attachment A.
b. Notice of Changes. CE shall provide Associate with a copy of its notice of
privacy practices produced in accordance with 45 C.F.R. Section 164.520, as well as any
subsequent changes or limitation(s) to such notice, to the extent such changes or limitation(s)
may affect Associate's use or disclosure of Protected Information. CE shall provide Associate
with any changes in, or revocation of, permission to use or disclose Protected Information, to the
extent it may affect Associate's permitted use or disclosure of PHI, CE shall notify Associate of
any restriction on the use or disclosure of Protected Information that CE has agreed to in
HCPF HIPAA BA
Page 5 of 8 Revised 8/12
accordance with 45 C.F.R. Section 164.522. CE may effectuate any and all such notices of non -
private information via posting on CE's web site. Associate shalt review CE's designated web
site for notice of changes to CE's HIPAA privacy policies and practices on the last day of each
calendar quarter.
4. Termination.
a. Material Breach. In addition to any other provisions in the Contract regarding
breach, a breach by Associate of any provision of this Addendum, as determined by CE, shall
constitute a material breach of this Contract and shall provide grounds for immediate termination
of this Contract by CE pursuant to the provisions of the Contract covering termination for cause,
if any. If the Contract contains no express provisions regarding termination for cause, the
following terms and conditions shall apply:
(1) Default. If Associate refuses or fails to timely perform any of the
provisions of this Contract, CE may notify Associate in writing of the non-performance, and if
not promptly corrected within the time specified, CE may terminate this Contract. Associate
shall continue performance of this Contract to the extent it is not terminated and shall be liable
for excess costs incurred in procuring similar goods or services elsewhere.
(2) Associate's Duties. Notwithstanding termination of this Contract, and
subject to any directions from CE, Associate shall take timely, reasonable and necessary action
to protect and preserve property in the possession of Associate in which CE has an interest.
b. Reasonable Steps to Cure Breach. If CE knows of a pattern of activity or practice
of Associate that constitutes a material breach or violation of the Associate's obligations under
the provisions of this Addendum or another arrangement and does not terminate this Contract
pursuant to Section 4(a), then CE shall take reasonable steps to cure such breach or end such
violation, as applicable. If CE's efforts to cure such breach or end such violation are
unsuccessful, CE shall either (i) terminate the Contract, if feasible or (ii) if termination of this
Contract is not feasible, CE shall report Associate's breach or violation to the Secretary of the
Department of Health and Human Services.
c. Effect of Tes urination
(1) Except as provided in paragraph (2) of this subsection, upon termination
of this Contract, for any reason, Associate shall return or destroy all Protected Information that
Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of
such Protected Information that Associate or its agents or subcontractors still maintain in any
form, and shall retain no copies of such Protected information. If Associate elects to destroy the
PHI, Associate shall certify in writing to CE that such PHI has been destroyed.
(2) If Associate believes that returning or destroying the Protected
Information is not feasible, Associate shall promptly provide CE notice of the conditions making
return or destruction infeasible. Upon mutual agreement of CE and Associate that return or
destruction of Protected Information is infeasible, Associate shall continue to extend the
HCPF HIPAA BA
Page 6 of 8 Revised 8/12
protections of Sections 2(a), 2(b), 2(c), 2(d) and 2(e) of this Addendum to such information, and
shall limit further use of such PHI to those purposes that make the return or destruction of such
PHI infeasible.
5. Injunctive Relief. CE shall have the right to injunctive and other equitable and legal relief
against Associate or any of its agents or subcontractors in the event of any use or disclosure of
Protected Information in violation of this Contract or applicable law.
6. No Waiver of Immunity. No term or condition of this Contract shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection,
or other provisions of the Colorado Governmental Immunity Act, CRS 24-10-100 et seq. or the
Federal Tort Claims Act, 28 U.S.C. 2671 et seq. as applicable, as now in effect or hereafter
amended.
7. Limitation of Liability. Any limitation of Associate's liability in the Contract shall be
inapplicable to the teiuis and conditions of this Addendum.
8. Disclaimer. CE makes no warranty or representation that compliance by Associate with
this Contract, HIPAA or HIPAA Regulations will be adequate or satisfactory for Associate's
own purposes. Associate is solely responsible for all decisions made by Associate regarding the
safeguarding of PHI.
9. Certification. To the extent that CE determines an examination is necessary in order to
comply with CE's legal obligations pursuant to HIPAA relating to certification of its security
practices, CE or its authorized agents or contractors may, at CE's expense, examine Associate's
facilities, systems, procedures and records as may be necessary for such agents or contractors to
certify to CE the extent to which Associate's security safeguards comply with HIPAA, the
HIPAA Regulations or this Addendum.
10. Amendment.
a. Amendment to Comply with Law. The parties acknowledge that state and federal
laws relating to data security and privacy are rapidly evolving and that amendment of this
Addendum may be required to provide for procedures to ensure compliance with such
developments. The Parties specifically agree to take such action as is necessary to implement the
standards and requirements of HIPAA, the Privacy Rule, the Final HIPAA Security Regulations
at 68 Fed. Reg. 8334 (Feb 20, 2003), 45 C.F.R. §164.314 and other applicable laws relating to
the security or privacy of PHI. The parties understand and agree that CE must receive
satisfactory written assurance from Associate that Associate will adequately safeguard all
Protected Information. Upon the request of either party, the other party agrees to promptly enter
into negotiations concerning the terms of an amendment to this Addendum embodying written
assurances consistent with the standards and requirements of HIPAA, the Privacy Rule or other
applicable laws. CE may terminate this Contract upon thirty (30) days written notice in the event
(i) Associate does not promptly enter into negotiations to amend this Contract when requested by
CE pursuant to this Section or (ii) Associate does not enter into an amendment to this Contract
HCPF HIPAA BA
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providing assurances regarding the safeguarding of PHI that CE, in its sole discretion, deems
sufficient to satisfy the standards and requirements of HIPAA and the Privacy Rule.
b. Amendment of Attachment A. Attachment A may be modified or amended by
mutual agreement of the parties in writing from time to time without formal amendment of this
Addendum.
11. Assistance in Litigation or Administrative Proceedings. Associate shall make itself, and
any subcontractors, employees or agents assisting Associate in the performance of its obligations
under the Contract, available to CE, at no cost to CE, up to a maximum of thirty (30) hours, to
testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being
commenced against CE, its directors, officers or employees based upon a claimed violation of
HIPAA, the Privacy Rule or other laws relating to security and privacy or PHI in which the
actions of Associate are at issue, except where Associate or its subcontractor, employee or agent
is a named adverse party.
12. No Third Party Beneficiaries. Nothing express or implied in this Contract is intended to
confer, nor shall anything herein confer, upon any person other than CE, Associate and their
respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
13. Interpretation and Order of Precedence. The provisions of this Addendum shall prevail
over any provisions in the Contract that may conflict or appear inconsistent with any provision in
this Addendum. Together, the Contract and This Addendum shall be interpreted as broadly as
necessary to implement and comply with HIPAA and the Privacy Rule. The parties agree that
any ambiguity in this Contract shall be resolved in favor of a meaning that complies and is
consistent with HIPAA and the Privacy Rule. This Contract supersedes and replaces any
previous separately executed HIPAA addendum between the parties.
14. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary,
Associate's obligations under Section 4(d) ("Effect of Termination") and Section 12 ("No Third
Party Beneficiaries") shall survive termination of this Contract and shall be enforceable by CE as
provided herein in the event of such failure to perform or comply by the Associate. This
Addendum shall remain in effect during the term of the Contract including any extensions.
IiCPF HIPAA BA
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ATTACHMENT A
This Attachment sets forth additional terms to the HIPAA Business Associate
Addendum, which is part of the Contract between the State of Colorado, Department of Health
Care Policy and Financing and the Contractor and is effective as of the date of the Contract (the
"Attachment Effective Date"). This Attachment may be amended from time to time as provided
in Section 10(b) of the Addendum.
1. Additional Permitted Uses. In addition to those purposes set forth in Section 2(a) of the
Addendum, Associate may use Protected Information as follows:
No additional permitted uses.
2. Additional Permitted Disclosures. In addition to those purposes set forth in Section 2(b)
of the Addendum, Associate may disclose Protected Information as follows:
No additional permitted disclosures.
3. Subcontractor(s). The parties acknowledge that the following subcontractors or agents of
Associate shall receive Protected Information in the course of assisting Associate in the
performance of its obligations under this Contract:
None.
4. Receipt. Associate's receipt of Protected Information pursuant to this Contract shall be
deemed to occur as follows and Associate's obligations under the Addendum shall commence
with respect to such PHI upon such receipt:
Upon receipt of PHI from CE.
5. Additional Restrictions on Use of Data. CE is a Business Associate of certain other
Covered Entities and, pursuant to such obligations of CE, Associate shall comply with the
following restrictions on the use and disclosure of Protected Information:
No additional permitted uses.
6. Additional Terms.
No additional terms.
HCPF HIPAA BA, Attachment A
Page 1 of I Revised 8/12
Contract Routing Number 14-55377
EXHIBIT A, STATEMENT OF WORK
SECTION 1.0 TERMINOLOGY
1.1. ACRONYMS, ABBREVIATIONS AND OTHER TERMINOLOGY
1.1.1. 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.
1.1.1.1. Benefits Utilization System (BUS) — The online data system maintained by the
Department for recording case management activities associated with Long -Term
Care services.
1.1.1.2. Business Day — Any day in which the Department is open and conducting
business, but shall not include weekend days or any day on which one of the
Department's or Contractor's holidays are observed. The Department observes all
holidays listed in C.R.S. § 24-11-101(1).
1.1.1.3. Case Management — Case Management as defined at 10 C.C.R. 2505-10, Section
8.390.1. Case Management includes but is not limited to:
1.1.1.3. L Assessment of an individual for long-term care eligibility.
1.1.1.3.2. Circulation and receipt of the Professional Medical Information Page.
1.1.1.3.3. Review, selection and referral to qualified service providers.
1.1.1.3.4. Initiation, review, approval and submission of Prior Authorization Requests
(PAR).
1.1.1.3.5. Development of a client -specific service plan.
1.1..1..3.6. Ongoing review of services provided with PAR with service plan adjustments
as necessary.
1.1.1.3.7. Representing the Department in all appeals relevant to service authorizations.
1.1.1.4. Case Management Agency — The organization obligated to fulfill the
responsibilities and requirements of this Contract.
1.1.1.5. Case Manager — An individual who meets the qualifications to perform case
management activities.
1.1.1.6. CDASS — Consumer Directed Attendant Support Services.
1.1.1.7. CMS — The federal Centers for Medicare and Medicaid Services.
1.1.1.8. Conflict -free Case Management — The assessment of a long-term care client's
needs, the development and implementation of a service plan for such client, the
coordination and monitoring of long-term care service delivery, the evaluation of
service effectiveness, and the periodic reassessment of such client's needs.
Exhibit A Page 1 of 22
1.1.1.9. Community Transition Services (CTS) — Activities essential to move a client from
a skilled nursing facility and establish a community -based residence. Services are
provided by a Transition Coordination Agency (TCA) and include at least two (2)
Independent Living Core Services.
1.1.1.10. Department — The Colorado Department of Health Care Policy and Financing, a
department of the government of the State of Colorado.
1.1.1.11. District — A Department -defined distinct geographic county -based service area.
Each District is served by a single SEP Agency.
1.1.1.12. Effective Date — The effective date defined in the Contract.
1.1.1.13. Eligibility Determination — Eligibility Determination includes, but is not limited
to:
1.1.1. 13.1. Verification of Medicaid eligibility or Medicaid application submission.
1.1.1.13.2. Review of the Professional Medical Information Page to determine enrollment
appropriateness.
1.1.1.13.3. Reviewing all supportive information (documentation and interviews) related
to the functional capacity of the applicant or participant.
1.1.1.13.4. Communicating functional eligibility status to the appropriate Eligibility site.
1.1.1.13.5. Representing the Department in all appeals relevant to functional eligibility
determinations.
1.1.1.14. HCBS — Home and Community Based Services waiver.
1.1.1.15. HIPAA — The Health Insurance Portability and Accountability Act of 1996.
1.1..1.16. Independent Living Core Services — Information and referral services;
independent living skills training; peer counseling, including cross -disability peer
counseling; and individual and systems advocacy.
1.1.1.17. Key Personnel — The position or positions that are specifically designated as such
in the Contract. The Key Personnel are the Administrator and Medical
Consultant(s).
1.1.1.17.1. Administrator —The Contractor's Administrator shall have all of the
following:
1.1.1.17.1.1. Three (3) years of experience managing a case management effort for
large medically -complex client populations.
1.1.1.17.1.2. Experience managing at least one (1) government contract of a similar or
larger scope.
1.1.1.17.2. Medical Consultant(s) — The Contractor shall have at least one (1) Medical
Consultant. Contractor's Medical Consultant(s) shall have all of the
following:
1.1.1.17.2.1. Shall be an employed or contracted physician and/or registered nurse.
Exhibit A Page 2 of 22
Shall hold a current license to practice in the State of Colorado by the
Operational Start Date.
LTHH — Long Term Home Health Operational Start Date — When the Department
authorizes the Contractor to begin fulfilling its obligations under the Contract.
Other Personnel — Individuals and Subcontractors, in addition to Key Personnel,
assigned to positions to complete tasks associated with the Work outlined in this
solicitation.
1.1.1.20. PARs — Prior Authorization Requests.
1.1.1.21. Prior Authorization Request (PAR) — A request authorized by the Department or
the Case Management Agency (CMA) prior to obtaining certain services,
supplies, equipment or other waiver benefit items.
1.1.1.22.
Exhibit A
Program — A publicly funded program including, but not limited to, Home and
Community Based Services Waiver for Persons with Brain Injury (HCBS-BI),
Home and Community Based Services Waiver for Persons who are Elderly,
Blind and Disabled (HCBS-EBD), Community Mental Health Supports Waiver
(HCBS-CMHS), Home and Community Based Services Waiver for Persons
Living with Acquired Immune Deficiency Syndrome (HCBS-PLWA), Home and
Community Based Services Waiver for Persons with Spinal Cord Injury (HCBS-
SCI), Waiver for Children with a Life Limiting Illness (HCBS-CLLI), Medicaid
nursing facility care, Program for All -Inclusive Care for the Elderly (PACE) and
Long Term Home Health (LTHH).
PHI —Protected Health Information.
Region — A distinct geographic area, determined by the Department, which is
comprised of one or more Districts.
Resource Development — The analysis, study, establishment and implementation
of additional resources or services that extend the capabilities of community
based long-term care systems to better serve long-term care clients and those
likely to need community based long-term care in the future.
Screening and Referral — Screening and Referral includes, but is not limited to:
Making the initial contact with individuals to include a preliminary screening
in the following areas:
Individual's need for long-term care services.
Individual's need for referral to other programs or services.
Individual's eligibility for financial and program assistance.
Need for a comprehensive long-term care client assessment.
Maintaining applicant or client records including documentation of the
referrals and outcome utilizing the Department's prescribed system.
Service Plan — The document developed by the Case Manager with the client
and/or legal guardian and, if appropriate, collaterals, to document client choice
and to establish and identify the services and supports the client needs to
Page 3 of 22
successfully live in the community. The Service Plan shall reflect the full scope of
the client's needs and include services from all funding sources including third
party and natural supports. The Service Plan shall document the amount,
frequency and duration of each service, the type of provider to furnish each
service and the expected outcome of each service.
1.1.1.28. Single Entry Point (SEP) — The availability of a single access or entry point
within a local area where a current or potential long-term care client can obtain
long-term care information, screening, assessment of need, and referral to
appropriate long-term care programs and case management services.
1.1.1.29. Single Entry Point Agency (SEP Agency) — The organization selected to provide
case management functions for persons in need of long-term care services within
a District. Single Entry Point Agencies may function as a Utilization Review
Contractor.
1.1.1.30. Uniform Long -Term Care (ULTC) Instrument — The Functional Needs
Assessment and professional medical information used to determine Functional
Eligibility for Long -Tenn Care services.
1.1.1.31. Utilization Review (UR) — A system for prospective, concurrent, and
retrospective review of the necessity and appropriateness in the allocation of
supports and services to ensure the proper and efficient administration of
Medicaid Long -Term Care benefits.
SECTION 2.0 STATEMENT OF WORK
2.1. CONTRACTOR'S GENERAL REQUIREMENTS
2.1.1. The Department shall not execute the Contract prior to the Contractor's authorized
signatory.
2.1.2. The Contractor shall serve as the Single Entry Point Agency for the following
counties: Weld.
2.1.3. The Department will contract with only one (1) organization in each District, and will
work solely with that organization with respect to all tasks and deliverables to be
completed, services to be rendered and performance standards to be met.
2.1.4. The Contractor's organization shall meet the requirements of C.R.S. § 25.5-6-106.
2.1.5. The Contractor shall coordinate with its local Regional Care Collaborative
Organization (RCCO) and Mental Health Center(s) on services provided for the
benefit of shared clients.
2.1.6. The Contractor may be privy to internal policy discussions; contractual issues; price
negotiations; confidential medical information; Department financial information;
and advance knowledge of legislation. This information shall be considered
confidential.
2.1.7. The Contractor shall work cooperatively with key Department staff and, if applicable,
the staff of other contractors in the course of the Contract period to ensure the success
Exhibit A Page 4 of 22
of the Work. The Department may, in its sole discretion, use other contractors to
perform activities related to the Work that are not contained in the Contract.
2.1.8. The Contractor shall inform Department management staff on current trends and
issues in the healthcare marketplace and provide information on new technologies in
use that may impact the Contractor's responsibilities under this Contract.
2.1.9. The Contractor shall maintain complete and detailed records of all meetings, system
development life cycle documents, presentations, project artifacts and any other
interactions or deliverables related to the project described in the Contract. The
Contractor shall make such records available to the Department upon request,
throughout the term of the Contract.
2.1.10. Project Personnel
2.1.10.1. Key Personnel and Key Personnel Responsibilities
2.1.10.1.1. The Contractor shall designate people to hold the Key Personnel positions as
specified in this Contract.
2.1.10.1.2. The Key Personnel identified for this Contract are:
2.1.10.1.2.1. Administrator
2.1.10.1.2.2. The Contractor's Administrator shall have all of the following:
2.1.10.1.2.2.1. Three (3) years of experience managing a case management effort for
large medically -complex client populations.
2.1.10.1.2.2.2. Experience managing at least one (I) government contract of a similar
or larger scope.
2.1,10.1.2.3. Medical Consultant(s)
2.1.10.1.2.4. The Contractor shalt have at least one (I) Medical Consultant,
Contractor's Medical Consultant(s) shall have all of the following:
2.1.10.1.2.4.1. Shall be an employed or contracted physician and/or registered nurse.
2.1.10.1.2.4.2. Shall hold a current license to practice in the State of Colorado by the
Operational Start Date.
2.1.10.1.2.5. Administrator
2.1.10.1.2.6. The Administrator shall:
2.1.10.1.2.6.1. Perform all administrative and supervisory functions listed in 10
C.C.R. 2505-10, Section 8.393.4.41.
2.1.10.1.2.6.2. Monitor all phases of the project in accordance with work plans or
timelines or as determined between the Contractor and the
Department.
2.1.10.1.2.6.3. Serve as Contractor's primary point of contact for the Department.
2.1.10.1.2.6.4. Be responsible for completion and/or submission of all tasks and
deliverables in the Contract.
Exhibit A
Page 5 of 22
2.1.10.1.3.
2.1.10.1.3.1.
2.1.10.1.3.1.1.
2.1.10.2.
2.1.10.2.1.
2.1.10.2.2.
2.1.10.2.3.
2.1.10.2.4.
2.1.10.2.4.1.
2.1.10.2.5.
2.1.10.2.5.1.
2.1.10.2.6.
2.1.10.2.6.1.
2.1.10.3.
2.1.10.3.1.
2.1.10.3.1.1.
2.1.10.3.1.2.
2.1.10.3.2.
2.1.10.3.2.1.
2.1.10.3.2.2.
2.1.10.3.3.
Medical Consultant(s)
The Medical Consultant(s) shall:
Perform all medical consultant functions listed in 10 C.C.R. 2505-10,
Section 8.393.4.41.
Other Personnel and Other Personnel Responsibilities
The Contractor shall have at least one (1) Case Manager, one (1) Case
Management Supervisor, and one (1) Support Staff. Contractor shall have
additional Case Manager(s), Case Management Supervisor(s) and Support
Staff as necessary to complete the Work.
The Contractor's Case Manager(s) shall meet all of the qualifications listed in
10 C.C.R. 2505-10, Section 8.393.4.42.
The Contractor's Case Management Supervisor(s) shall meet all of the
qualifications listed in 10 C.C.R. 2505-10, Section 8.393.4.42.
The Case Manager(s) shall:
Perform all case management functions listed in 10 C.C.R. 2505-10,
Section 8.393.4.43.
The Case Management Supervisor(s) shall:
Perform all case management supervisory functions listed in 10 C.C.R.
2505-10, Section 8.393.4.44.
Support Staff shall:
Perform all the receptionist and clerical functions listed in 10 C.C.R.
2505-10, Section 8.393.4.41.
Personnel General Requirements
The Contractor shall provide qualified Key Personnel and Other Personnel to
perform the Work. The Contractor shall provide a final list of individuals
assigned to the Contract.
DELIVERABLE: Final list of names and contact information of the
individuals assigned to the Contract.
DUE: Within five (5) Business Days after the Effective Date.
The Department will provide notice to the Contractor of changes in primary
Departmental staff assigned to this Contract.
DELIVERABLE: Notice of names and information of Department staff
assigned to tins Contract
DUE: Within five (5) Business Days of changes to Departmental staff
The Contractor's Case Manager(s) and any Case Management Supervisor(s)
who maintains a case management caseload shall perform the majority of their
work and responsibilities on this project in the Region in which the Clients
Exhibit A
Page 6 of 22
whose cases they manage reside, unless the Department grants permission
otherwise.
2.1.10.3.4. The Contractor shall maintain appropriate staffing levels throughout the term
of the Contract.
2.1.10.3.5. The Contractor shall ensure that all Key Personnel and Other Personnel have
sufficient training and experience to complete all portions of the Work
assigned to them.
2.1.10.3.6. If any of the Contractor's Key Personnel, or Other Personnel, are required to
have and maintain any professional licensure issued by any federal, state or
local government agency, then the Contractor shall submit copies of such
current licenses to the Department.
2.1.10.3.6.1. DELIVERABLE: All current professional licensure documentation as
specified for Key Personnel or Other Personnel.
2.1.10.3.6.2. DUE: Within five (5) business days of receipt of updated licensure or
upon request by the Department.
2.1.10.4. Personnel Availability
2.1.10.4.1. The Contractor shall ensure Key Personnel or other Contractor -designated
personnel assigned to the Contract are available for meetings with the
Department during the Department's normal business hours. The Contractor
shall also make these personnel available outside of the Department's normal
business hours and on weekends with prior notice from the Department under
urgent or emergency circumstances.
2.1.10.4.2. The Contractor's Key Personnel or other Contractor -designated staff shall
be available for all regularly scheduled meetings between the Contractor and
the Department, unless the Contractor provides prior notice to the Department
of the inability to attend.
2.1.10.4.3. The Contractor shall ensure that the staff attending all meetings between the
Department and the Contractor have the authority to take appropriate action
regarding work planning, problem resolution and program development.
2.1.10.4.4. At the Department's direction, the Contractor shall make its Key Personnel or
other Contractor -designated personnel assigned to the Contract available to
attend meetings as subject matter experts with stakeholders both within the
State government and external or private stakeholders.
2.1.10.4.5. All of the Contractor's personnel that attend any meeting with the Department
or other Department stakeholders shall be physically present at the location of
the meeting or attend by telephone or video conference.
2.1.10.4.6. The Contractor shall respond to all telephone calls, voicemails and emails
from the Department within three (3) Business Days of receipt by the
Contractor.
2.1.10.4.7. The Contractor may subcontract to complete a portion of the Work required
by the Contract. The conditions for using a Subcontractor(s) are as follows:
Exhibit A Page 7 of 22
2.1.10.4.7.1. The Contractor shall not subcontract more than forty percent (40%) of the
case management function, as determined by the total value of the
Contract at the time the Work occurs.
2.1.10.4.7.2. The Contractor may subcontract eligibility determination, screening and
referral functions subject to approval by the Department.
2.1.10.4.7.3. The Contractor shall provide the organizational name of each
Subcontractor and all items to be worked on by each Subcontractor to the
Department.
2.1.10.4.7.4. The Contractor shall obtain prior consent and written approval for any
change in the use of Subcontractor(s). The Department reserves the right
to approve or disapprove any subcontractor's staff assigned to the Contract
or to require the reassignment of any subcontractor employee found
unacceptable to the Department. The Department has the right to request
that any personnel be removed or replaced for good cause..
2.1.11. Deliverables
2.1.11.1. All deliverables shall meet Department -approved format and content
requirements. The Department shall specify the number of copies and media for
each deliverable.
2.1.11.2. Each deliverable shall be reviewed by the Department and shall require formal
approval from the Department before acceptance of the deliverable. The
Contractor shall allow for a minimum ten (10) Business Days following receipt,
per deliverable, for the Department to review each deliverable and document its
findings, except as specified herein. Based on the review findings, the
Department may accept the deliverable, reject portions of the document, reject the
complete document or require that revisions be made. Unless otherwise agreed to
by the Department in writing, the Contractor shall be required to submit
replacement pages or a complete revised version of the deliverable within five (5)
Business Days following receipt of Department comments. The Department shall
have an additional five (5) Business Day review period whenever replacement
pages or a complete revised version of a deliverable is resubmitted. Except for
the resource development committee report and any other deliverable that
specifically extends the review period, failure by the Department to respond to
Contractor within the relevant review period will be deemed acceptance by the
Department of the deliverable.
2.1.11.3. The Contractor shall employ an internal quality control process to ensure that all
deliverables, documents and calculations are complete, accurate, easy to
understand and of high quality. The Contractor shall provide deliverables that, at
a minimum, are responsive to the specific requirements, organized into a logical
order, contain no spelling or grammatical errors, formatted uniformly and contain
accurate information and correct calculations.
2.1.11.4. Deliverables of low quality or those that are otherwise unacceptable to the
Department shall be rejected by the Department and shall be rewritten and
resubmitted by the Contractor.
Exhibit A Page 8 of 22
2.1.11.5. The Contractor shall document, in writing, and deliver to the Department its
responses to the Department's comments and requests for revisions or
clarification of deliverable contents.
2.1.11.6. At the Department's request, the Contractor shall be required to conduct a walk-
through of Department -selected deliverables to facilitate the Department's review
and approval process. The walk-through shall consist of an overview of the
deliverable, explanation of the organization of the deliverable, presentation of
critical issues related to the deliverable and other information as requested by the
Department. It is anticipated that the content of the walk-through will vary with
the deliverable presented.
2.1.11.7. In the event that any due date for a deliverable falls on a day that is not a Business
Day, then the due date shall be automatically extended to the next Business Day,
unless otherwise agreed to by the Parties.
2.1.11.8. All due dates or timelines that reference a period of days shall be measured in
calendar days, months and quarters unless specifically stated as Business Days or
otherwise. All times stated in the Contract shall be considered to be in Mountain
Time, unless specifically stated otherwise.
2.1.11.9. No deliverable, report, data, procedure or system created by the Contractor for the
Department that is necessary to fulfilling the Contractor's responsibilities under
the Contract, as determined by the Department, shall be considered proprietary.
2.1.12. Stated Deliverables and Performance Standards
2.1.12.1. Any section within this Statement of Work headed with or including the term
"DELIVERABLE" or "PERFORMANCE STANDARD" is intended to highlight
a deliverable or performance standard contained in this Statement of Work and
provide a clear due date for deliverables. The sections with these headings are not
intended to expand or limit the requirements or responsibilities related to any
deliverable or performance standard.
2.1.13. Communication Requirements
2.1.13.1. Communication Requirements with the Department
2.1.13.1.1. The Contractor shall enable all Contractor staff to exchange documents and
electronic files with the Department staff in compatible formats. The
Department currently uses Microsoft Office 2007 for PC. If the Contractor
uses a compatible program that is not Microsoft Office 2007 for PC, then the
Contractor shall ensure that all documents or files delivered to the Department
are completely transferrable and reviewable, without error, on the
Department's systems.
2.1.14. Transmittal Process
2.1.14.1. The Department will use a transmittal process to provide the Contractor with
official direction within the scope of the Contract. The Contractor shall comply
with all direction contained within a completed transmittal. For a transmittal to be
considered complete, it shall include, at a minimum, all of the following:
Exhibit A Page 9 of 22
2.1.14.1.1. The date the transmittal will be effective.
2.1.14.1.2. Direction to the Contractor regarding performance under the Contract.
2.1.14.1.3. A due date or timeline by which the Contractor shall comply with the
direction contained in the transmittal.
2.1.14.1.4. The signature of the Department employee who has been designated to sign
transmittals.
2.1.14.2. The Department will provide the Contractor with the name of the person it has
designated to sign transmittals on behalf of the Department, who will be the
Department's primary designee. The Department will also provide the Contractor
with a list of backups who may sign a transmittal on behalf of the Department if
the primary designee is unavailable. The Department may change any of its
designees from time to time by providing notice to the Contractor through a
transmittal.
2.1.14.3. The Department may deliver a completed transmittal to the Contractor in hard
copy, as a scanned attachment to an email or through a dedicated communication
system, if such a system is available.
2.1.14.4. If the Contractor receives conflicting transmittals, the Contractor shall contact the
Department's primary designee, or backup designees if the primary designee is
unavailable, to obtain direction. If the Department does not provide direction
otherwise, then the transmittal with the latest effective date shall control.
2.1.14.5. In the event that the Contractor receives direction from the Department outside of
the transmittal process, it shall contact the Department's primary designee, or
backup designees if the primary designee is unavailable, and have the Department
confirm that direction through a transmittal prior to complying with that direction.
2.1.14.6. Transmittals may not be used in place of an amendment, and may not, under any
circumstances be used to modify the term of the Contract or any compensation
under the Contract.
2.1.14.7. The Parties shall retain all transmittals for reference and shall provide copies of
any transmittals upon request.
2.1.15. Intellectual Property Ownership
2.1.15.1. In addition to the intellectual property ownership rights in the Contract, the
following subsections describe the intellectual property ownership requirements
that the Contractor shall meet during the term of the Contract in relation to federal
financial participation.
2.1.15.2. To facilitate obtaining the desired amount of federal financial participation under
42 CFR 433.112, the Department shall have all ownership rights, not superseded
by other licensing restrictions, in all materials, programs, procedures, etc.,
designed, purchased, or developed by the Contractor and funded by the
Department. The Contractor shall use contract funds to develop all necessary
materials, programs, products, procedures, etc., and data and software to fulfill its
obligations under the Contract. Department funding used in the development of
Exhibit A Page 10 of 22
these materials, programs, procedures, etc. shall be documented by the
Contractor. The Department shall have all ownership rights in data and software,
or modifications thereof and associated documentation and procedures designed
and developed to produce any systems, programs reports and documentation and
all other work products or documents created under the Contract. The
Department shall have these ownership rights, regardless of whether the work
product was developed by the Contractor or any Subcontractor for work product
created in the performance of this Contract. The Department reserves, on behalf
of itself, the Federal Department of Health and Human Services and its
contractors, a royalty -free, non-exclusive and irrevocable license to produce,
publish or otherwise use such software, modifications, documentation and
procedures. Such data and software includes, but is not limited to, the following:
2.1.15.2.1. All computer software and programs, which have been designed or developed
for the Department, or acquired by the Contractor on behalf of the
Department, which are used in performance of the Contract.
2.1.15.2.2. All internal system software and programs developed by the Contractor or
subcontractor, including all source codes, which result from the performance
of the Contract; excluding commercial software packages purchased under the
Contractor's own license.
2.1.15.2.3. All necessary data files.
2.1.15.2.4. User and operation manuals and other documentation.
2.1.15.2.5. System and program documentation in the form specified by the Department.
2.1.15.2.6. Training materials developed for Department staff, Contractor's staff, or
agents or designated representatives of either party in the operation and
maintenance of this software.
2.1.16. Performance Reviews
2.1.16.1. The Department shall conduct performance reviews or evaluations of the
Contractor in relation to the Work performed under the Contract.
2.1.16.2. The Department shall work with the Contractor in the completion of a
performance review or evaluation tool that measures performance standards
agreed upon by the Department and the Contractor.
2.1.16.3. The Contractor shall cooperate fully with the Department in the completion of all
performance reviews or evaluations.
2.1.16.4. The Department shall conduct at least one (1) comprehensive performance review
or evaluation at least once during the term of the Contract, not less than yearly.
2.1.16.5. The Department shall share the results of any performance review or evaluation
with the Contractor for the purpose of improvement of service provision and
constructive feedback to support the mutually agreed upon performance goals
referenced in Section 2.1.16.2.
2.2. CONTRACTOR'S OBLIGATIONS
Exhibit A
Page 11 of 22
2.2.1. The Contractor shall perform the functions of a SEP Agency as defined by C.R.S. §§
25.5-6-104 through 25.5-6-106 (2007) and the regulations applicable to the
Department and the SEP system at 10 C.C.R. 2505-10, Sections 8.390 through 8.394.
These functions shall be provided for participants in various long-term care Programs
including, but not limited to: Home and Community Based Services Waiver for
Persons with Brain Injury (HCBS-BI), Home and Community Based Services Waiver
for Persons who are Elderly, Blind and Disabled (HCBS-EBD), Community Mental
Health Supports Waiver (HCBS-CMHS), Home and Community Based Services
Waiver for Persons Living with Acquired Immune Deficiency Syndrome (FICBS-
PEWA), Home and Community Based Service Waiver for Persons with Spinal Cord
Injury (HCBS-SCI), Waiver for Children with a Life Limiting Illness (HCBS-CLLI),
Medicaid nursing facility care, Program for All -Inclusive Care for the Elderly
(PACE) and Long -Term Home Health (LTHH).
2.2.2. The Contractor shall perform its obligations in conformity with the provisions of Title
XIX of the Social Security Act and other applicable federal and state laws and
regulations.
2.2.3. In the event that CMS adopts rule changes to address conflict of interest and/or
changes are required to meet evolving CMS and stakeholder requirements, at the
Department's request, the Department and the Contractor shall negotiate in good faith
changes in the statement of work and, if necessary, the corresponding pricing. These
changes may include but are not limited to the following:
2.2.3.1. SEP reform.
2.2.3.2. Changes to address conflict of interest.
2.2.3.3. Care Coordination.
2.2.3.4. Utilization Review.
2.3. BUSINESS FUNCTION
2.3.1. The Contractor shall perform all necessary business functions for the operation of a
SEP Agency as defined in the state statutes and regulations including, but not
limited to the following:
2.3.1.1. Establishing a community advisory committee for the purpose of providing public
input and guidance for SEP Agency operation. The committee shall meet at least
twice a year or more often as necessary.
2.3.1.2. Establishing a Resource Development committee to facilitate the development of
local resources to meet the long-term care needs of individuals who reside within
the SEP District.
2.3.1.2.1. At least annually, the Contractor shall provide written committee updates to
the Department. Active, on -going participation by key management or
administrative staff in area provider or interest group meetings to discuss
Resource Development issues are an acceptable substitute as long as
complete documentation of the discussions and progress made in developing
relevant solutions is incorporated into the committee updates.
Exhibit A
Page 12 of 22
2.3.1.2.1.1. DELIVERABLE: Committee Updates
2.3.1.2.1.2. DUE: Annually, by July 31 of each year
2.3.1.3. Administering a personnel system for recruiting, hiring, evaluating and
terminating employees.
2.3.1.4. Performing accounting tasks in compliance with all rules and regulations for
accounting practices.
2.3.1.5. Protecting clients' rights as they relate to the responsibilities of SEP agencies as
described in this Contract.
2.3.1.6. Overcoming any geographic barriers within the district, including distance from
the agency office to provide timely assessment and case management services to
clients.
2.3.1.7. Providing access to its facilities for clients, service providers and others. Regular
business office hours of operation shall be posted and made available to the public
and accommodations shall be made available for clients who need assistance or
consultation outside regular business office hours.
2.3.1.8. Providing access to a telephone system and trained staff to ensure timely response
to messages and telephone calls received after hours.
2.3.1.9. Providing access to telecommunication devices and/or interpreters for the hearing
and vocally impaired and access to foreign language interpreters as necessary.
2.3.1.10. Providing a person -centered business approach seeking to accommodate client
requests when possible.
2.3.1.11. Reporting and providing follow-up action to critical incidents using the
Department -prescribed system.
2.3.1.12. Following the standards set by the Department. These standards include Dear
Administrator Letters, Dear Agency Letters and written documents from
Department -approved training.
2.3.1.13. Processing information regarding client Medicaid eligibility within two (2)
Business Days of receipt from the eligibility site.
2.3.1.14. Performing all pertinent information processing within the applicable timeframes
specified in Department regulations.
2.3.1.15. Obtaining a waiver annually from the Department to provide direct services based
on criteria in applicable Department regulations. If the Contractor is granted a
waiver to provide services, the Contractor shall provide written notification to the
client and/or guardian of the potential influence the Contractor has on the service
planning process. The Contractor shall provide the client and/or guardian with
written information about how to file a provider agency and/or SEP agency
complaint. Upon client and/or guardian request, the Contractor shall provide an
option for the client and/or guardian to request a different SEP to develop the
Service Plan. The Contractor shall provide an option for the Service Plan to be
monitored by a different SEP entity or individual.
Exhibit A Page 13 of 22
2.3.1.16. Receiving, documenting and resolving complaints regarding the Contractor and/or
service provider agencies. Analyze complaints quarterly for trends and institute
corrective actions as appropriate.
2.3.1.17. Documentation shall include all of the following:
2.3.1.17.1. The complaint.
2.3.1.17,2. The resolution of the complaint.
2.3.1.17.3. The dates of contact.
2.3.2. The Contractor shall follow 10 C.C.R. 2505-10, Sections 8.393.31 and 8.393.32 when
transferring a client from one county to another county or from one SEP District to
another district.
2.3.3. The Contractor shall consult with the Medical Consultant(s) regarding medical
and diagnostic concerns and long term home health prior authorizations.
2.3.4. The Contractor shall attend Administrative Law Judge hearings when the Contractor
agency has made a denial or adverse action against a client and the client appeals. The
Contractor shall defend its decision as described in 10 C.C.R. 2505-10, Sections
8.057 et seq.
2.3.5. The Contractor shall submit Department required information electronically upon the
Department's request.
2.4. SCREENING AND REFERRAL
2.4.1. The Contractor shall perform all screening and referral functions for the operation of
a SEP agency as defined in the state statutes, regulations, and 10 C.C.R. 2505-10,
Section 8.390.1 including, but not limited to the following:
2.4.1.1. Making the initial contact with individuals to include a preliminary screening in
the following areas:
2.4.1.1.1. An individual's need for long-term care services.
2.4.1.1.2. An individual's need for referral to other programs or services.
2.4.1.1.3. An individual's eligibility for financial and program assistance.
2.4.1.1.4. The need for a comprehensive long-term care client assessment.
2.4.1.2. Maintaining applicant or client records including documentation of the referrals
and outcome utilizing the Department's prescribed system.
2.5. ELIGIBILITY DETERMINATION (UTILIZATION REVIEW)
2.5.1. The Contractor shall perform all eligibility determination functions for the operation
of a SEP agency as defined in the state statutes and regulations including, but not
limited to the following:
2.5.1.1. Verification of Medicaid eligibility or Medicaid application submission.
2.5.1.2. Review of the Professional Medical Information Page (PMIP).
Exhibit A Page 14 of 22
2.5.1.3. Review of all supportive information (documentation and interviews) related to
the functional capacity of the applicant or client.
2.5.1.4. Communicating functional eligibility status to the appropriate eligibility site.
2.5.1.5. Representing the Department in all appeals relevant to a long-term care program
or waiver participation.
2.5.1.6. Review of Long Term Services and Support waiver target criteria for applicant or
client participation.
2.5.1.7. Determine client or applicant functional eligibility for participation in a HCBS
waiver, LTHH or nursing facility placement.
2.5.1.8. Notifying clients or applicants of all appealable actions related to their
participation in a long-term care program or waiver.
2.5.1.9. Maintaining applicant or client records including all relevant information utilizing
the Department's prescribed system.
2.6. CASE MANAGEMENT
2.6.1. The Contractor shall provide Medicaid Case Management that assists eligible
individuals in gaining access to needed medical, social, educational and other services
as described in 42 CFR 440.169 (d)(1) -(d)(4). Case Management services are
comprehensive and shall include but not be limited to:
2.6.1.1 . Assessment, service plan development, referral and monitoring.
2.6.2. The Case Management provided by the Contractor shall also comply with 10 CCR
2505-10 Section 8.393. Compliance with this regulation may include, but is not
limited to, all of the following:
2.6.2.1. Assessment of an individual for long-term care eligibility using the Department -
prescribed tool.
2.6.2.2. Circulation and receipt of the PMIP.
2.6.2.3. Review, selection and referral to qualified service providers.
2.6.2.4. Initiation, review, approval and submission of required PARs.
2.6.2.5. Development of a client -specific service plan.
2.6.2.6. Ongoing review of services provided with PAR and service plan adjustments as
necessary.
2.6.2.7. Representing the Department in all appeals relevant to service authorizations.
2.6.2.8. Maintaining client records in accordance with Program requirements, including
documentation of all case activities, monitoring of service delivery and service
effectiveness. The Contractor shall utilize the Department -prescribed system and
perform these functions within the timeframes established by the Department.
2.6.2.9. Determining the client's Post Eligibility Treatment of Income according to
instructions set forth by the Department.
Exhibit A Page 15 of22
2.6.2.10. Participating with the Department on an annual survey of a random sample of
clients using a Department -prescribed form to determine the level of satisfaction
with case management services provided to the client. Survey guidelines and
client names for the random sample shall be provided by the Department.
2.6.2.11. Providing a thorough assessment of service needs and resources to assure the
most appropriate public and private resources are utilized to meet the client's
needs. The determination of appropriate resources shall not supplant, but support
self -care, family care and other informal community based resources.
2.6.2.12. Providing case management services and establishing a Service Plan for recipients
of HCBS waivers. The authorization and administration of services through a
publicly funded Program shall be in accordance with eligibility criteria as defined
by applicable state and federal statutes and regulations.
2.6.2.13. Assuring that long-term care clients who receive case management services
receive the type and amount of skilled and non -skilled community based long-
term care services listed in the Service Plan. These services shall not exceed the
type and amount of services medically and/or functionally required by each client.
2.6.2.14. Reviewing all PARs. The Contractor shall approve, deny or return a PAR to the
provider agency for additional information and notify the Department of any
significant increase or decrease in skilled services for a client.
2.6.2.15. Conducting reviews using the Department -prescribed tools to determine
compliance with program and administrative requirements. Guidelines for the
review and the random sample of clients shall be provided by the Department.
Results shall be submitted to the Department or the Department's designee within
the prescribed timeframes.
2.6.2.16. Verifying that each HCBS client has received at least one (1) waiver service
within the timeframes specified in the applicable waiver and/or regulation. If a
client does not receive at least one (1) waiver service within the timeframes
specified in the applicable waiver and/or regulation, the Contractor shall
appropriately notify the client that he/she is ineligible for waiver services and that
he/she has the right to appeal.
2.6.2.17. Reassessing a client, using the Department -prescribed tool, annually, when there
is a significant change in the client's condition or more often as specific waiver
rules or circumstances require.
2.7. TRAINING, COMPLAINTS, APPEALS, CRITICAL INCIDENTS AND
ADMINISTRATIVE OVERSIGHT REQUIREMENTS
2.7.1. Training:
2.7.1.1. The Contractor shall provide training for all personnel as required by state statutes
and regulations.
2.7.1.2. The Contractor shall train all Case Managers in the following areas prior to
independent case management assignment:
2.7.1.2.1. Long -Term Care Eligibility.
Exhibit A Page 16 of 22
2.7.1.2.2.
2.7.1.2.3.
2.7.1.2.4.
2.7.1.2.5.
2.7.1.2.6.
2.7.1.2.7.
2.7.1.2.8.
Intake and Referral.
ULTC 100.2 Assessment.
Service Plan Development.
Notices and Appeals.
BUS Documentation.
Home Health.
Consumer Directed Attendant Support Services (CDASS) and In Home
Services and Supports.
2.7.1.3. The Contractor shall provide to the Department by the end of each calendar
quarter an electronic listing of all case management staff hired since the effective
date of this Contract and an attendance roster for each training area identified
using the reporting template attached to the Contract, which will be substantially
similar to Exhibit E, Case Manager Training Report Template.
2.7.1.3.1. DELIVERABLE: Electronic listing of all case management staff hired since
the Effective Date
2.7.1.3.2. DUE: By the end of each calendar quarter
2.7.1.3.3. DELIVERABLE: Attendance roster for each training area identified
2.7.1.3.4. DUE: By the end of each calendar quarter
2.7.1.4. All new case management staff shall receive at a minimum basic training and
instruction in all of these areas as a prerequisite to independent placement.
Documentation of the successful completion of this basic training and instruction
shall be included on the Case Manager Training Report Template.
2.7.2. Complaint Process:
2.7.2.1. The Contractor shall document complaints it receives.
2.7.2.2. The Contractor shall take appropriate action to address substantiated complaints.
2.7.2.3. The Contractor shall respond to complaints received and document actions taken
to resolve and/or mitigate complaints to the extent possible.
2.7.2.4. The Contractor shall conduct quarterly complaint process trend analyses.
2.7.2.5. The Contractor shall submit to the Department by the end of each quarter, using
the Complaint Trends/Remedial Action Report Template attached to the Contract,
as shown in Exhibit F, a trend analysis and corrective action report indicating any
complaint -oriented trends observed since the effective date of this Contract and
the remedial actions taken to address them.
2.7.2.5.1. DELIVERABLE: Trend analysis and corrective action report
2.7.2.5.2. DUE: By the end of each calendar quarter
2.7.3. Appeals:
Exhibit A
Page 17 of 22
2.7.3.1. In reference to appeals initiated and closed during the Contract period, the
Contractor shall have represented the Department and worked towards obtaining a
favorable decision.
2.7.3.2. The Contractor shall process appeals in accordance with schedules published by
the State of Colorado Office of Administrative Courts and rules promulgated by
the Department.
2.7.3.3. The Contractor shall represent the Department in accordance with 10 C.C.R.
2505-10, Sections 8.057 et seq and 8.393 et seq.
2.7.3.4. The Contractor shall submit all exceptions to the Office of Appeals and include
required information.
2.7.4. Critical Incident Reporting:
2.7.4.1. The Contractor shall document critical incidents in the Department -prescribed
system.
2.7.4.2. The Contractor shall take appropriate action to address substantiated critical
incidents.
2.7.4.3. The Contractor shall respond to critical incidents received and document actions
taken to resolve and/or mitigate critical incidents.
2.7.5. CMA Administrative Review Tool:
2.7.5.1. Semi-annually, the Contractor shall submit to the Department the results of the
application of the tool attached to the Contract, which will be substantially similar
to Exhibit D, CMA Administrative Review Tool.
2.7.5.1.1. DELIVERABLE: Results of the application of the CMA Administrative
Review Tool
2.7.5.1.2. DUE: Semi-annually
2.7.6. Client Count and Activities Worksheet
2.7.6.1. The Contractor shall submit to the Department the Client Count and Activities
Worksheet on a monthly basis.
2.7.6.1.1. DELIVERABLE: Client Count and Activities Worksheet
2.7.6.1.2. DUE: Within fifteen (15) days of the end of the month for which the
worksheet covers. Within ten. (10) days of the end of the month for the June
worksheet.
2.8. COMMUNITY TRANSITION SERVICES (CTS)
2.8.1. The Contractor shall perform responsibilities for CTS as per 10 C.C.R. 2505-10,
Section 8.553.6. The Contractor's Case Manager shall:
2.8.1.1. Perform a review to assure all items in the transition plan meet the criteria of the
benefit described in 8.553.2.
2.8.1.2. Complete a review of the transition plan.
Exhibit A Page 18 of 22
2.8.1.3. Notify the Transition Coordination Agency of approval or denial of the plan
within ten (10) business days of receipt.
2.8.1.4. Review and authorize payments for CTS as per 10 C.C.R. 2505-10, Section
8.553.7
2.8.1.5. Verify community -based residence for reimbursement as per 10 C.C.R. 2505-10,
Section 8.553.8.
2.9. COLORADO QUALITY OF LIFE INTERVIEW
2.9.1. The Contractor shall perform Quality of Life Interviews as per Exhibit G, Colorado
Choice Transitions Quality of Life Interviews.
2.10. CERTIFICATION
2.10.1. The Department or a designee shall review the performance of the Contractor.
2.10.2. Performance monitoring may include a review of log notes, service plans,
assessments and other documentation relevant to the long-term care services provided
the client. The Contractor shall be notified within thirty (30) days of the outcome of a
review that may result in approval, provisional approval, denial or termination of
certification. The Department may appoint a designee to monitor and/or make
certification recommendations.
2.10.3. The Department, in accordance with the state statutes and regulations, shall certify the
Contractor. Certification shall be based upon, but not limited to, results of on -site
visits, evaluation results of the quality of service provided, compliance with Program
requirements, service timeliness, performance of administrative functions, costs per
client, communications with clients, client monitoring, targeting populations served,
community coordination and outreach and financial accountability.
2.11. PERFORMANCE STANDARDS
2.11.1. The Contractor shall maintain a performance score of 95 or higher on the semi-annual
CMA Administrative Review Tool, attached as Exhibit D. Failure to maintain this
standard may result in an order for corrective action and immediate remedy.
2.11.2. The Contractor shall fully document all attempts to conduct assessments within the
timeframes specified in rule. Failure to conduct assessments within timeframes
without adequate documentation to support delays may result in an order for
corrective action and immediate remedy.
SECTION 3.0 COMPENSATION AND INVOICING
3.1. COMPENSATION
3.1.1. The compensation under the Contract shall consist of monthly prices per Client.
3.1.2. The Department will provide a written report to the Contractor after the end of every
calendar quarter listing the following:
3.1.2.1. Total expenditure paid statewide for all SEP governmental contractors for the
administration of the Long Term Care Programs for the Colorado Home and
Community Based Services Population.
Exhibit A Page 19 of22
3.1.2.2. Total payments made statewide for all Quality of Life Interviews.
3.1.2.3. The maximum payable amount balance available for all SEP governmental
contractors as of the date of report issuance and as projected through the
remainder of the SFY.
3.1.3. The Parties recognize that funding has been appropriated by the State, and
compensation is limited by the maximum amount payable statewide for all SEP
county contractors listed in Contract Section 7. Payments to Contractor, Subsection
A. Maximum Amount, regardless of any invoice provided by Contractor to the
Department.
3.1.4. The Parties recognize that funding has been appropriated by the State, and
compensation for Quality of Life interviews is limited by the maximum amount
payable statewide for multiple contractors for the Quality of Life Interviews,
regardless of any invoice provided by Contractor to the Department.
3.1.5. The sole compensation statewide, up to the maximum amount payable, shall consist
of the following:
3.1.6. Case Management Payments
3.1.6.1. A Base Case Management price, as per Exhibit B, for each Client who resided in
a Region for which the Contractor provides case management services and/or
receives services under an HCBS or LTHH waiver.
3.1.6.2. An Appeals Rate per active client per month, at the rates listed in Exhibit B.
3.1.6.3. A payment for Long -Term Home Health (LTHH) PAR preparation per active
client per month, at the rates listed in Exhibit B.
3.1.6.4. A payment for Community Mental Health Supports (CMHS) per month, per
CMHS Client, at the rates listed in Exhibit B.
3.1.6.5. A payment for Consumer Directed Attendant Support Services (CDASS) per
month, per CDASS Client, at the rates listed in Exhibit B.
3.1.7. Eligibility Determination (Utilization Review) Payments
3.1.7.1. An Eligibility Determination (Utilization Review) price for each Client or
applicant for whom the Contractor provided an initial functional eligibility
determination during the month, at the rates listed in Exhibit B. The Contractor
will be paid for initial eligibility determinations; the Contractor will not be paid
for eligibility redeterminations.
3.1.7.2. An Initial Assessment price, per the rates in Exhibit B, per each initial assessment
to be paid upon the Contractor's completion of the initial assessment using the
Department- prescribed tool.
3.1.8. Other Payments
3.1.8.1. A payment per each community transition service, other than Colorado Choice
Transitions Quality of Life Interviews, at the rates listed in Exhibit B.
3.1.8.2. Colorado Quality of Life Interview Payment
Exhibit A Page 20 of 22
3.1.8.2.1. A price for each Colorado Quality of Life Interview as per Exhibit B. The
maximum amount payable statewide for multiple contractors for the Quality
of Life Interviews shall not exceed $15,350.00. The Department shall notify
Contractor immediately in writing when funding for Quality of Life
Interviews drops below 10% of this amount.
3.1.9. Monthly Per County -Served Amount
3.1.9.1. Per 10 C.C.R. 2505-10, Section 8.392, A. 1 and 2, the Contractor, if serving a
multi -county district, will receive a monthly payment of the amount shown in
Exhibit B, Rates. In the event that no amount is shown in Exhibit B, Rates, then
the Contractor shall not receive Monthly Per County -Served payments.
3.2. INVOICING
3.2.1. The client count and activities worksheet shall serve as the monthly invoice
3.2.2. The Contractor shall invoice the Department on a monthly basis, within fifteen (15)
days of the end of the month for which the invoice covers, by using the client count
and activities worksheet provided by the Department. The Contractor shall invoice
the Department within ten (10) days of the end of the month for the June invoice.
The Contractor shall not submit any invoice for a month prior to the last day of that
month.
3.3. PAYMENT
3.3.1. The Department shall remit payment to the Contractor, for all amounts shown on the
invoice, within forty-five (45) days of the Department's acceptance of that invoice.
Acceptance of an invoice shall not imply the acceptance or sufficiency of any work
performed or deliverables submitted to the Department during the month for which
the invoice covers or any other month.
3.3.2. The Department shall not make any payment on an invoice prior to its acceptance of
that invoice.
3.3.3. The Department shall review that invoice within ten (10) Business Days, and
compare the information contained in the invoice to the Department's information.
The Department will not accept an invoice until it has reviewed the information
contained on the invoice and determined that all amounts are correct.
3.3.4. In the event that the Department determines that all information on an invoice is
correct, the Department shall notify the Contractor of its acceptance of the invoice,
upon the completion of the Department's review of that invoice.
3.3.5. In the event that the Department determines that any information on an invoice is
incorrect, the Department shall notify the Contractor of this determination and what is
incorrect on the invoice, upon completion of the Department's review of that invoice.
3.3.5.1. In the event that there is a greater than ten percent (10%) difference between the
client counts listed on the Contractor's invoice compared to the BUS, the
Department will contact the Contractor for additional information to support the
Contractor's client count. The Department will consider the Contractor's
additional information in determining the client count for payment.
Exhibit A Page 2.1 of 22
3.3.6. The Contractor shall correct any information the Department determined to be
incorrect and resubmit that invoice to the Department for review.
3.3.6.1. The Department will review the invoice to ensure that all corrections have been
made.
3.3.6.2. If all information on the invoice is correct, the Department will accept the invoice.
3.3.6.3. If any information on the invoice is still incorrect, then the Department will return
the invoice to the Contractor for correction and resubmission.
3.3.7. In the event that the Contractor believes that the calculation or determination of any
payment is incorrect, the Contractor shall notify the Department of the error within
thirty (30) days of receipt of the payment or notification of the determination of the
incentive payment, as appropriate. The Department will review the information
presented by the Contractor and may make changes based on this review. If the
parties cannot agree on the calculation or determination of any payment, the dispute
shall be resolved in accordance with Section 20(E) of the Contract. No disputed
payment shall be due until after such review has taken place.
ExhibitA Page 22 of22
Contract Routing Number 14-55377
EXHIBIT B, RATES
1. PRICES PER MONTH FOR SEP SERVICES
Service
Rate
Unit
Case Management Services
Base Case Management Rate
$81.17
Per Month, Per Active Client
Appeals
$3.31
Per Month, Per Active Client
LTHH PAR preparation
$3.31
Per Month, Per Active Client
CMHS Rate
$6.25
Per Month, Per CMHS Client
CDASS Rate
$16.67
Per Month, Per CDASS Client
Eligibility Determination Services
Eligibility Determination
(Utilization Review)
$6.25
Per Each Initial, Functional Eligibility
Determination
Assessments (initial only)
$75.00
Per Each Initial Assessment
Other
Community Transition Services
(CTS)
$75.00
Per Each community transition, Other
than Colorado Choice Transitions Quality
of Life Interviews
Colorado Quality of Life
Interviews: Non -Rural
$100.00
Per Completed Interview
Colorado Quality of Life
Interviews: Rural
$120.00
Per Completed Interview
Exhibit B Page 1 of 1
Contract Routing Number 14-55377
EXHIBIT C, SAMPLE OPTION LETTER
Date:
Original Contract Routing #
CMS#
Option Letter #
Contract Routing #
1) OPTIONS: Choose all applicable options listed in § l and in §2 and delete the rest.
a. Option to renew only (for an additional term)
b. Increase in level of service within current term
c. Increase in level of service in conjunction with renewal for additional term
2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below:
a. For use with Options 1(a -c): In accordance with Section(s) of the Original Contract between the
State of Colorado, Department of Health Care Policy and Financing , and Contractor's Name, the State
hereby exercises its option for an additional term beginning Insert start date and ending on Insert ending date
at a cost/price specified in Section , AND/OR an increase in the amount of services at the same rate(s)
as specified in Identify the Section, Schedule, Attachment, Exhibit etc.
b. For use with all Options 1(b -c): The amount of the current Fiscal Year contract value is increased by $
amount of change to a new contract value of Insert New $ Amt to as consideration for services ordered under
the contract for the current fiscal year indicate Fiscal Year. The first sentence in Section is hereby
modified accordingly. The total contract value including all previous amendments, option letters, etc. is
Insert New $ Amt.
3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or
whichever is later.
STATE OF COLORADO
John W. IJickenlooper, GOVERNOR
Department of Health Care Policy and Financing
By: Name & Title of Person Signing for Agency or IHE
Date:
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Contract is not valid until
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
obligated to pay Contractor for such performance or for any goods and/or services provided hereunder.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:
Name of Agency or IHE Delegate -Please delete if contract will be routed to OSC for approval
Date:
Exhibit C Page 1 of 1
Contract Routing Number 14-55377
EXHIBIT D, CASE MANAGEMENT AGENCY ADMINISTRATIVE REVIEW TOOL
ADMINISTRATIVE MONITORING TOOL
Assurance: Administrative Authority
The Medicaid Agency retains ultimate administrative authority and responsibility for the operation of the waiver program by exercising oversight of the
performance of waiver functions by other state and local non -state agencies (if appropriate) and contracted entities.
F0
a
0
0
0
0
0
0
0
0
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Yes/No/ N/A
1. Case Managers meet the qualifications as outlined in State regulation
2. Case Managers have been screened (e.g: drug screening, background checks) and are appropriate for employment as defined by the
agency
13. Agency administers a personnel system for recruiting, hiring, evaluating, and terminating employees
4. If required by the contract, agency staffs a licensed medical professional
5. If required by the contract, the agency follows standards as set forth by the Department through DALs and written documents from
Department sanctioned trainings
6. Agency completed QIS-mandated sample review of cases within required timeframes (Program Tool)
7. If required by the contract, agency has identified provider resource gaps and taken action to address
8. If required by the contract, agency has an established resource development committee and has a summary of activities available
9. Agency has a method of verifying that clients have received at least one waiver service each month
10. Agency maintainsclient records in accordance with program requirements, including documentation of all case activities, the monitoring of
service delivery, and service effectiveness
Agency Name:
Reviewed By:
Review Date:
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I11. The contractor uses the BUS for the purpose of client information management
12. Clients rights are protected as it pertains to the terms of the contract
13. Clients have access to the office during regular business office hours
14. Agency provides a telephone system and trained staff to:
a. Timely respond to messages
b. Provide access to telecommunication devices and/or interpreters for the hearing and/or vocally impaired
c. Provide access to foreign language interpreters as needed
15. Case management functions are performed according to the contract or provider agreement
16. The agency assisted in the administration of the most recent annual client satisfaction survey
17. Contractor submits Department -required information electronically as scheduled or upon Department's request
18. If required by the contract:
a. Insurance is maintained in the correct amounts
b. Worker's compensation coverage is available as required by state statute
To-. Employer's liability insurance as required by state statute
d. Commercial general liability with minimum limits as specified in the contract and with the state as an additional insured
e. Automobile liability insurance with minimum limits as specified in the contract with the State as an additional insured
f. Insurance policies include language preventing the cancellation or nonrenewal without at least 45 days prior notice to the Department
g. Insurance policies include clauses stating that each carrier will waive all rights of recovery, under subrogation or otherwise, against the
State of Colorado, its agencies, institutions, organizations, officers, agents, employees, and volunteers
h. The issuing insurance companies have a satisfactory standing with the State
i. Certificates showing insurance coverage were submitted to the Department within 7 business days of the effective date of the contract
19. In the event that the contractor subcontracts with other entities or organizations to perform duties outlined in the contract, that contractor has
secured express written consent of the Department
0
/
0
0
0
0
0
0
0
Total Score: 0
20. Contractor complied with the Reporting requirements as specified in the contract
21. Contractor complies with HIPAA
22. If the Contractor received $500,000 or more of Federal Funds from all sources, the contractor has complied with the provisions of OMB
Circular No. A-133
23. During the term of this contract, the Contractor did not engage in any business or personal activities or practices or maintain any
relationships which conflict in any way with the Contractor fully performing his/her obligations under this contract
24. The Contractor refrained from any practices, activities or relationships which could reasonably be considered to be in conflict with the
Contractor's ability to fully perform the obligations to the Department under the terms of this contract
25. The Contractor (and subcontractors or subgrantees permitted under the terms of this contract) maintained a written code of standards
governing the performance of its employees engaged in the award and administration of contracts
26. If this is a covered transaction as defined by the State Controller or the contract amount exceeds $100,000, the Contractor certified to the
best of its knowledge and belief that it and its principals and subcontractors are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded by any Federal Department or agency
Grading: Each question is worth 2/8 pts. "Yes" or "N/A" (when applicable) is worth 2.78 pts, "No" is worth 0 pts.
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Contract Routing Number 14-55377
EXHIBIT E, CASE MANAGER TRAINING REPORT TEMPLATE
Dates Covered:
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Contract Routing Number 14-55377
EXHIBIT F, COMPLAINT TRENDS AND REMEDIAL ACTION REPORT
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COMPLAINT DESCRIPTION(S) Describe complaints of a common (2 or more) theme in descending rank order
QTR 4
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QTR 2
QTR I
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Contract Routing Number 14-55377
EXHIBIT G, COLORADO CHOICE TRANSITIONS QUALITY OF LIFE
INTERVIEWS
1. TERMINOLOGY
1.1. Acronyms, abbreviations and other terminology are defined at their first occurrence in
this Exhibit. The following list is provided to assist the reader in understanding
acronyms, abbreviations and terminology used throughout this Exhibit.
1.1.1. Assisted Interview — when a third person is present to help the participant answer
questions.
1.1.2. Business Day - Any day in which the Department is open and conducting business,
but shall not include weekend days or any day on which one of the Department's or
Contractor's holidays are observed. The Department observes all holidays listed in
C.R.S. § 2411-101(1).
1.1.3. CCT — Colorado Choice Transitions, the State program which addresses home and
community based needs for those enrolled.
1.1.4. CMA District or Service Area — Case Management Area assigned area of coverage
1.1.5. Eligible Person — an individual living in a facility that has been referred to the CCT
program and has signed the program's consent form.
1.1..6. Participant — any eligible person who has signed the consent form and engages in the
QL interview process.
1.1.7. Proxy Respondent — a person who answers the survey questions on the participant's
behalf.
1.1.8. QL Interview —Quality of Life Interview
1.1.9. Transition — when an eligible person leaves a hospital or institution to begin to live in
a community setting.
2. PROJECT REQUIREMENTS: QUALITY OF LIFE INTERVIEWS
2.1. General Requirements
2.1,1. The Contractor shall conduct any of three (3) interviews for eligible person. These
interviews shall take place at the following intervals:
2.1.1.1. An initial interview.
2.1.1.2. An eleven (11) month interview.
2.1.1.3. A twenty-four (24) month interview.
2.2. Baseline Interviews
2.2.1. The Contractor shall complete all Quality of Life (QL) interviews in person. In
extreme circumstances, the Contractor may complete a QL interview via telephone,
but may only do so upon approval by the Department.
Exhibit G Page 1 of 3
•
2.2.2. The Contractor shall conduct baseline Quality of Life (QL) interviews with eligible
people who choose to enroll in the Colorado Choice Transitions (CCT) program and
who are receiving case management services from the Contractor in support of their
CCT enrollment.
2.2.3. The Contractor shall complete the QL interview prior to a participant's transition
from a long-term care facility to a home of his/her choice in the community.
2.2.4. The Contractor shall complete the QL interview within fourteen (14) days prior to a
person's scheduled transition.
2.2.5. The Contractor shall, in the case of a participant transition from a nursing home to a
community setting before the baseline QL is completed, conduct the QL interview
within ten (10) days of the transition.
2.2.5.1. The Contractor shall not use any QL survey interview that has taken place later
than ten (10) days after the transition to community living.
2.2.6. The Contractor shall, in the circumstance where either a person does not know an
answer, is not sure of an answer, or is unable to communicate a response, mark the
answer to that question "do not know."
2.2.7. The Contractor shall, when necessary, and dependent upon individual circumstances
and the abilities of the participant, use a proxy respondent to complete the interview
or conduct an assisted interview.
2.3. Follow -Up Interviews
2.3.1. The Contractor shall complete all QL interviews in person. In extreme circumstances,
the Contractor may complete a QL interview via telephone, but may only do so upon
approval by the Department.
2.3.2. The Contractor shall complete follow-up QL interviews only with people who
transitioned to community living through the CCT program and remained enrolled in
the program and who are not receiving case management services from the
Contractor.
2.3.3. The Contractor shall complete the first follow-up QL interview with an individual
eleven (11) months from the initial date of transition to the community, which occurs
when the person's three hundred and sixty-five (365) days of eligibility for CCT-
financed home and community -based services begin.
2.3.4. The Contractor shall complete the second follow-up QL interview with an individual
twenty-four (24) months after transition to the community, which occurs when the
person's three hundred and sixty-five (365) days of eligibility for CCT-financed
home and community -based services begin.
2.3.5. The Contractor shall complete a follow-up QL interview for individuals residing in
the Contractor's region of service or for individuals in adjacent regions at the
Contractor's discretion.
2.4. Eleven (11) and Twenty -Four (24) Month Interviews
2.4.1. The Contractor shall conduct the eleven (1l) month and twenty-four (24) month
interview in the community where the client resides.
Exhibit G Page 2 of 3
2.4.1.1. The Contractor shall, in the event that the client is hospitalized or institutionalized
on or about the time that the eleven (11) month or twenty-four (24) month survey
shall take place, conduct the survey in the hospital or institution where the client
has been admitted.
2.4.1.2. The Contractor shall, in the event that the client is expected to be discharged back
into the community within five (5) weeks of being admitted, wait to conduct the
eleven (11) month or twenty-four (24) month survey once the client has returned
to the community.
2.4.2. The Contractor shall, in the circumstance where either a person does not know an
answer, is not sure of an answer, or is unable to communicate a response, mark the
answer to that question "do not know."
2.4.3. The Contractor shall, when necessary, and dependent upon individual circumstances
and the abilities of the participant, use a proxy respondent to complete the interview
or conduct an assisted interview.
2.5. Quality of Life Interview Frequency
2.5.1. The Department will determine the number of QL interviews that the Contractor shall
complete. There is no guarantee that the Contractor will complete a set number of
interviews, and all compensation will be based on the actual number of interviews the
Contractor completes according to Department standards.
2.5.2. The Department will provide or arrange for training to the interviewers.
2.5.3. The Department will monitor when follow-up surveys are to be completed and notify
the Contractor when transition surveys need to be scheduled with enough advance
notice to comply with timelines.
Exhibit G Page 3 of 3
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