HomeMy WebLinkAbout20133604.tiffRESOLUTION
RE: APPROVE HIPAA BUSINESS ASSOCIATE ADDENDUM (EXHIBIT B) 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 a HIPAA Business Associate
Addendum (Exhibit B) between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Department of Human
Services, Area Agency on Aging, and the Colorado Department of Human Services, Division of
Aging and Adult Services, commencing December 1, 2012, and ending November 30, 2013,
with further terms and conditions being as stated in said addendum, and
WHEREAS, after review, the Board deems it advisable to approve said addendum, 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 HIPAA Business Associate Addendum (Exhibit B) between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Human Services, Area Agency on Aging, and the
Colorado Department of Human Services, Division of Aging and Adult Services, be, and hereby
is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said addendum.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 14th day of January, A.D., 2013, nunc pro tunc December 1, 2012.
BOARD OF COUNTY. COMMISSIONERS
WELD CTY, COLORADO
ATTEST:
Weld County Clerk to the Board
A k to tt Board
my Attorney
Date of signature: I /ZJi3
;Barbara Kirkmeyer
2c:3 -3pO Y
2013-0173
HR0084
MEMORANDUM
DATE: January 10, 2013
TO: William F. Garcia, Chair, Board of County Commissioners
FROM: Judy Griego, Director, Department of I u n` Sq
ic s
RE: HIPPA Business Associate Addendum between the Weld
County Department of Human Services' Area Agency on
Aging and the Colorado Department of Human Services,
Division of Aging and Adult Services
Enclosed for Board approval is a HIPPA Business Associate Addendum between the
Department's Area Agency on Aging and the Colorado Department of Human Services,
Division of Aging and Adult Services. This Addendum was reviewed under the Board's
Pass -Around Memorandum dated December 20, 2012, and approved for placement on the
Board's Agenda.
The Area Agency on Aging is currently receiving funding for the Adult Resources for Care and
Help (ARCH) Program from the Division of Aging and Adult Services. The State has been
awarded additional federal funds that will be passed to the Area Agencies on Aging. In order
for the State to be able to process a new Purchase Order with the Weld County Area Agency on
Aging a new HIPAA Business Associate Addendum must be signed.
We will receive an additional $18,000 for FY 13. The term of this Addendum is December 1,
2012 through November 30, 2013.
If you have additional questions, please contact me at extension 6510.
Zoi3 -3loa(
2013-0-173
DEPARTMENT OF HUMAN SERVICES
NORTH/CENTRAL PROCUREMENT
7866 WEST MANSFIELD PARKWAY
DENVER, CO 80235
Buyer: KATHY O' CONNOR
Phone Number: 303-987-4604
Agency Contact: ROCHELLE HAYES
Phone Number: 303 866 2845
DATE: 02-01-13
IMPORTANT
The PO# and Line # must
appear on all invoices,
packing slips, cartons
and correspondence
ACC: 01-31-13
FEIN r'=;?.tm * Phono: 970-353-3845
Vendor Contact: JUDY GRI EGO
Purchase Requisition It: RX IHA ASUA1300005
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WELD COUNTY
WELD COUNTY TREASURY
PO BOX 458
GREELEY
CO 80632-0458
INSTRUCTIONS TO VENDOR:
1. It for any reason, delivery of this order Is delayed beyond the delivery/Installation date
shown, please notify the agency contact named at the top lett. (night of cancellation is
reserved in Instances in which timely delivery is not made.)
2. All chemicals, equipment and materials must conform to the standards required by OSHA.
3. NOTE: Additional terms and conditions on reverse side.
PURCHASE
ORDER
STATE OF COLORADO
P.O. 4- OE IHA ASUA1300019 Page# 01
State Award #
BID #
Invoice in Triplicate
To: CO DEPT OF HUMAN SERVICES
CENTRAL ACCOUNTING
1575 SHERMAN STREET, 6TH FLOOR
DENVER, CO 80203-1714
Payment will be made by this agency
Ship
To:
COLO DEPT OF HUMAN SERVICES
FACILITIES/PROJECTS
1575 SHERMAN ST GROUND FLOOR
DENVER, CO 80203-1714
Delivery/Installation Date:
E•0•B• DESTINATION STATE PAYS NO FREIGHT
09-30-13
SPECIAL INSTRUCTIONS:
rm
SUPPLEMENTAL CLAUSES FOR SVCS ARE ATTACHED AND MADE A PART
OF THIS PURCHASE ORDER.
LINE
ITEM
COMMODITY/ITEM
CODE
UNIT OF
MEASUREMENT
QUANTITY
UNIT COST
TOTAL fl COST
PROVIDE STREAMLINED INFORMATION, ASSISTANCE, AND OPTIONS COUNSELING TO
AVAILABLE LONG-TERM SERVICES AND SUPPORTS FOR THE CITIZENS OF WELD
COUNTY AS THE AGING AND DISABILITY RESOURCE CENTER (ADRC) PER ATTACHED
STATEMENT OF WORK AND BUDGET, PERIOD OF PERFORMANCE FROM RECEIPT OF
PURCHASE ORDER THROUGH 09/30/13. ATTACHED AND INCORPORATED HEREIN BY
REFERENCE AND AGREED TO BY THE PARTIES IS A HIPAA BUSINESS ASSOCIATE
ADDENDUM FOR HIPAA COMPLIANCE. NO INCREASE IN TIME OR DOLLARS WITHOUT
PRIOR WRITTEN AUTHORIZATION FROM THE PROCUREMENT OFFICE.
001 95215000000
002 95215O00000
$6,000.00
$12,000.00
DOCUMENT TOTAL = 18,000.00
FOR THE S. •"IOF CCL¢Q,H7e
THIS PO IS ISSUED IN ACCORDANCE WITH STATE AND FEDERAL REGULATIONS
This RO Is effective on the data signed by the authorized Individual.
Were IVY
Auth9rtzed Signature
Date
DP -El (R•02/06)
Statement of Work
The Department of Human Services, Aging and Adult Service Division, State Unit on Aging,
herein referred to as the State, and Weld County, Colorado, Weld County Department of
Human Services, Weld County Area Agency on Aging, herein referred to as the Contractor.
The Contractor shall provide streamlined information, assistance, and options counseling to
available long-term services and supports for the citizens of Weld County, as the Aging and
Disability Resource Center (ADRC) known as Adult Resource for Care and Help (ARCH) in
Colorado. The ARCH shall consist of a telephone information and assistance system, options
counseling, and a Regional Advisory Council for long-term services and supports. The
contractor shall ensure compliance with the Adult Resources for Care and Help (ARCH) policy
and procedures manual.
I. Contractor Responsibilities
a. The contractor shall work with the designated ARCH Evaluator, Dr. Dann Milne, to
complete an evaluation of the ARCH program.
b. The Lead Option Counselor or designee shall participate in the annual ARCH
Summit. The ARCH Summit shall provide education on the development of an
outreach plan to Veterans and information on Veterans Services.
c. The contractor shall provide education and outreach to Veterans to provide ARCH
services.
d. The contractor shall provide ARCH services to target populations, including Veterans
when requested.
e. The contractor shall maintain an ARCH program and services as directedin the
ARCH policy and procedures manual.
f. The contractor shall provide the State timely reports based on the parameters
established by the State or the U.S. Department of Health and Human Services. The
data shall be submitted in the State approved format. The reports will include but not
be limited to:
i. Demographic information;
ii. Referral outcomes;
iii. Number of calls received;
iv. Success stories;
v. Expenditure requests submitted to the State on a periodic basis that is
agreed upon by the State and the Contractor. The expenditure request
shall be based on actual costs incurred.
II. State Responsibilities
a. The State shall hold an ARCH Summit to include training on development of a plan
to provide outreach to Veterans and education of services available to Veterans.
b. The State shall be available for ARCH technical assistance.
c. The State shall participate, when appropriate, in the local ADRC Advisory Council
meetings.
III. Payment and Duration
a. Payment pursuant to this agreement is subject to, and contingent upon, the
continuing availability of Federal funds for the purposes hereof. If any of said Federal
funds become unavailable, as determined by the State, either party may immediately
terminate or seek to amend this agreement.
b. The Contractor shall maintain a complete file of all records, documents,
communications and other material, which pertain to this agreement for a period of
three (3) years from the date of final payment under this agreement, unless the State
requests that the records be retained for a longer period.
c. Except as otherwise stated, this agreement shall insure to the benefit of and be
binding only upon the parties hereto and their respective successors and assigns. No
third party beneficiary rights or benefits of any kind are expressly or impliedly
provided herein.
IV. The State shall establish billing procedures for payment due the contractor in providing
services pursuant to this contract, based on the submission of monthly statements, on
forms prescribed or approved by the State, in accordance with the budget attached as
Attachment A to Exhibit A. The amount of funds allocated to each line item of the
budget may be reallocated upon written approval of the State, subject to the limitation of ,
the Compensation/Maximum Payable clause.
V. Health Insurance Portability & Accountability Act of 1996 ("HIPAA"). 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 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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Includes 211 FIE Resource Specialist.
Includes fringe benefits for the above employee.
Includes travel to training.
Includes office supplies, postage, printing, advertising
and training.
Includes allocated indirect costs.
TOTAL
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EXHIBIT B
HIPAA BUSINESS ASSOCIATE ADDENDUM
This Business Associate Addendum ("Addendum") is a part of the Purchase Order dated
December 1, 2012 between the Department of Human Services, Division of Aging and Adult
Services and
, purchase order number . For purposes of this Addendum, the State
is referred to as "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 the 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 terms 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
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Addendum For New or Amended Contracts
Rev. 07/10
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.
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
carry 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; (Hi) 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: (i) 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.
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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.
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 and 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 business (10) 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
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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 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.
i. 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.
1. Retention of Protected Information. Except upon termination of the Contract as
provided in Section 4(d) of this Addendum, Associate and its subcontractors or agents 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 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
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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.
o. Audits, Inspection 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. 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 Protect 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 limitations may
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effect 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 or required uses or disclosures. To the extent that 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 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 shall 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.
(3) Compensation. Payment for completed supplies delivered and accepted
by CE shall be at the Contract price. In the event of a material breach under paragraph 4a, CE
may withhold amounts due Associate as CE deems necessary to protect CE against loss from
third party claims of improper use or disclosure and to reimburse CE for the excess costs
incurred in procuring similar goods and services elsewhere.
(4) Erroneous Termination for Default. If after such termination it is
determined, for any reason, that Associate was not in default, or that Associate's action/inaction
was excusable, such termination shall be treated as a termination for convenience, and the rights
and obligations of the parties shall be the same as if this Contract had been terminated for
convenience, as described in this Contract.
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
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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. Judicial or Administrative Proceeding. Either party may terminate the
Contract, effective immediately, if (i) the other party is named as a defendant in a criminal
proceeding for a violation of HIPAA, the HIPAA Regulations or other security or privacy laws
or (ii) a finding or stipulation that the other party has violated any standard or requirement of
HIPAA, the HIPAA Regulations or other security or privacy laws is made in any administrative
or civil proceeding in which the party has been joined.
d. Effect of Termination.
(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. 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
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 subcontractors or agents 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 24-10-101 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 terms and conditions of this Addendum.
8. Disclaimer. CE makes no warranty or representation that compliance by Associate with
this Contract, HIPAA or the 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
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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, and the Final HIPAA Security
regulations at 68 Fed. Reg. 8334 (Feb20, 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
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 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, 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
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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 supercedes 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.
15. Representatives and Notice.
a. Representatives. For the purpose of the Contract, the individuals identified
elsewhere in this Contract shall be the representatives of the respective parties. If no
representatives are identified in the Contract, the individuals listed below are hereby designated
as the parties' respective representatives for purposes of this Contract. Either party may from
time to time designate in writing new or substitute representatives.
b. Notices. All required notices shall be in writing and shall be hand delivered or
given by certified or registered mail to the representatives at the addresses set forth below.
State/Covered Entity i .epresentative:
Signature:
Name: Toa/Coffey
Title: Acting Division Director
Department and Division: Aging and Adult Services
Address: 1575 Sherman St., 10th Floor
Denver, CO 80203
Contractor/Business crate Representative:
Signature: / t
Name: tr3:1? iaffi F. Garcia
Title: Chair, Beard of We1dr_Courry Coamisnioners
Department and Division: Board of Weld County Commissioners
AdireSS: P.O. Box, 758
Greeley, Colorado 80532
JAN 1 4 2013
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ATTACHMENT A
This Attachment sets forth additional terms to the HIPAA Business Associate
Addendum, which is part of the Contract dated December 1, 2012, between Department of
Human Services, Division of Aging and Adult Services and
contract number ("Contract") and is effective as of December 1,
2012 (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:
None except as otherwise directed in writing by the State
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:
None except as otherwise directed in writing by the State
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 except as otherwise directed in writing by the State
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 the effective date of the contract
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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:
As may be directed in writing by the State
6. Additional Terms. [This section may include specifications for disclosure format,
method of transmission, use of an intermediary, use of digital signatures or PICT, authentication,
additional security of privacy specifications, de -identification or re -identification of data and
other additional terms.]
None
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Rev. 07/10
I. Offer/Acceptance. If this purchase order ("PO") refers to
vendor's bid or proposal, this PO is an ACCEPTANCE of
vendor's OFFER TO SELL in accordance with the terms and
conditions of the "solicitation" identified in vendor's bid or
proposal, The solicitation includes an RFP, IFB, or any other form
of order by buyer. If a bid or proposal is not referenced, this PO is
an OFFER TO BUY, subject to vendor's acceptance,
demonstrated by vendor's performance or written acceptance of
this PO. Any COUNTER-OFFER TO SELL automatically
CANCELS this PO, unless a change order is issued by buyer
accepting a counter-offer. This PO shall supersede and control
over any vendor form(s) or part(s) thereof included in or attached
to any bid, proposal, offer, acknowledgment, or otherwise, in the
event of inconsistencies or contradictions, regardless of any
statement to the contrary in such form(s) or parts thereof. 2.
Safety Information. All chemicals, equipment and materials
proposed and/or used in the performance of this PO shall conform
to the requirements of the Occupational Safety and Health Act of
1970. Vendor shall furnish all Material Safety Data Sheets
(MSDS) for any regulated chemicals, equipment or hazardous
materials at the time of delivery,
3. Changes. Vendor shall furnish products and/or services strictly
in accordance with the specifications and price set forth for each
item. This PO shall not be modified, superseded or otherwise
altered, except in writing signed by purchasing agent and accepted
by vendor. Each shipment received or service performed shall
comply with the terms of this PO, notwithstanding invoice terms
or acts of vendor to the contrary, unless this PO has been
modified, superseded or otherwise altered in accordance with this
section.
4. Delivery. Unless otherwise specified in the solicitation or this
PO, delivery shall be FOB destination. Buyer is relying on the
promised deliverrdate, installation, and/or service performance
set forth in vendor's bid or proposal as material and basic to
buyer's acceptance. If vendor fails to deliver or perform as and
when promised, buyer, in its sole discretion, may cancel its order,
or any part thereof, without prejudice to its other rights, return all
or part of any shipment so made, and charge vendor with any loss
or expense sustained as a result of such failure to deliver or
perform as promised. Time is of the essence.
5. Intellectual Property. Any software, research, reports, studies,
data, photographs, negatives or other documents, drawings or
materials (collectively
"materials") delivered by vendor in performance of its
obligations under this PO shall be the exclusive property of buyer.
Ownership rights shall include, but not be limited to, the right to
copy, publish, display, transfer, prepare derivative works, or
otherwise use the materials. Vendor shall comply with all
applicable Cyber Security Policies of the State of Colorado (the
"State"), or buyer, as applicable, and all confidentiality and non-
disclosure agreements, security controls, and reporting
requirements.
6. Quality. Buyer shall be the sole judge in determining "equals"
with regard to quality, price and performance. All products
delivered shall be newly manufactured and the current model,
unless otherwise specified.
7. Warranties. All provisions and remedies of the Colorado
Uniform Commercial Code, CRS, Title 4 ("CUCC"), relating to
implied and/or express warranties are incorporated herein, in
addition to any warranties contained in this PO or the
specifications.
8, Inspection and Acceptance. Final acceptance is contingent
upon completion of all applicable inspection procedures. If
products or services fail to meet any inspection requirements,
buyer may exercise all of its rights, including those provided in
the CUCC. Buyer shall have the right to inspect services provided
under this PO at all reasonable times and places. "Services" as
used in this section includes services performed or tangible
material produced or delivered in the performance of services. If
any of the services do not conform to PO requirements, buyer
may require vendor to perform the services again in conformity
with PO requirements, without additional payment. When defects
in the quality or quantity of service cannot be corrected by re -
performance, buyer may (a) require vendor to take necessary
action to ensure that future performance conforms to PO
requirements and (b) equitably reduce the payment due vendor to
reflect the reduced value of the services performed. These
remedies do not limit the remedies otherwise available in this PO,
at law, or in equity.
9. Cash Discount. The cash discount period will start from the
later of the date of receipt of acceptable invoice, or from date of
receipt of acceptable products/services at the specified destination
by an authorized buyer representative.
10. Taxes. Buyer and the State are exempt from all federal excise
taxes under Chapter 32 of the Internal Revenue Code [No. 84-
730123K] and from all State and local government sales and use
taxes [CRS, Title 39, Article 26, Parts I and II]. Such exemptions
apply when materials are purchased for the benefit of State,
except that in certain political subdivisions (e.g., City of Denver)
vendor may be required to pay sales or use taxes even though the
ultimate product or service is provided to buyer. Buyer shall not
reimburse such sales or use taxes.
11. Payment. Buyer shall pay vendor for all amounts due within
45 days after receipt of products or services and a correct notice
of amount due. Interest on the unpaid balance shall begin to
accrue on the 46th day at the rate set forth in CRS §24-30-202(24)
until paid in full. Interest shall not accrue if a good faith dispute
exists as to buyer's obligation to pay all or a portion of the amount
due. Vendor shall invoice buyer separately for interest on
delinquent amounts due, referencing the delinquent payment,
number of day's interest to be paid, and applicable interest rate.
12. Vendor Offset. [Not Applicable to Intergovernmental POs]
Under CRS §24-30-202.4 (3.5), the State Controller may withhold
payment under the State's vendor offset intercept system for debts
owed to State agencies for: (a) unpaid child support debts or
arrearages; (b) unpaid balances of tax, accrued interest, or other
charges specified in CRS §39-21-101, et seq.; (c) unpaid loans
due to the Student Loan Division of the Department of Higher
Education; (d) amounts required to be paid to the Unemployment
Compensation Fund; and (e) other unpaid debts owing to the State
as a result of final agency determination or judicial action.
13. Assignment and Successors. Vendor shall not assign rights
or delegate duties under this PO, or subcontract any part of the
performance required under this PO, without the express, written
consent of buyer. This PO shall inure to the benefit of and be
binding upon vendor and buyer and their respective successors
and assigns. Assignment of accounts receivable may be made
only upon written notice furnished to buyer.
14. Indemnification. If any article sold or delivered under this
PO is covered by a patent, copyright, trademark, or application
therefore, vendor shall indemnify and hold harmless buyer from
any and all loss, liability, cost, expenses and legal fees incurred on
account of any claims, legal actions or judgments arising out of
manufacture, sale or use of such article in violation or
infringement of rights under such patent, copyright, trademark or
application. If this PO is for services, vendor shall indemnify,
save, and hold harmless buyer, its employees and agents, against
any and all claims, damages, liability and court awards including
costs, expenses, and attorney fees and related expenses, incurred
as a result of any act or omission by vendor, or its employees,
agents, subcontractors or assignees, arising out of or in connection
with performance of services under this PO.
15, Independent Contractor. Vendor shall perform its duties
hereunder as an independent contractor and not as an employee.
Neither vendor nor any agent or employee of vendor shall be
deemed to be an agent or employee of buyer. Vendor and its
employees and agents are not entitled to unemployment insurance
or workers compensation benefits through buyer and buyer shall
not pay for or otherwise provide such coverage for vendor or any
of its agents or employees. Unemployment insurance benefits will
be available to vendor and its employees and agents only if
coverage is made available by vendor or a third party. Vendor
shall pay when due all applicable employment, income, and local
head taxes incurred pursuant to this PO. Vendor shall not have
authorization, express or implied, to bind buyer to any agreement,
liability or understanding, except as expressly set forth herein.
Vendor 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
buyer, and (c) be solely responsible for its acts and those of its
employees and agents.
16. Communication, All communication concerning
administration of this PO, prepared by vendor for buyer's use,
shall be furnished solely to purchasing agent.
17. Compliance. Vendor 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. The Federal
Funding Accountability and Transparency Act of 2006 (Public
Law 109-282), as amended by §6062 of Public Law 110-252,
including without limitation all data reporting requirements
required there under. This Act is also referred to as FFATA.
18. Insurance. Vendor shall obtain, and maintain, at all times
during the term of this PO, insurance as specified in the
solicitation, and provide proof of such coverage as requested by
purchasing agent.
19. Termination Prior to Shipment. If vendor has not accepted
this PO in writing, buyer may cancel this PO by written or oral
notice to vendor prior to shipment of goods or commencement of
services.
20. Termination for Cause, (a) If vendor refuses or fails to
timely and properly perform any of its obligations under this PO
with such diligence as will ensure its completion within the time
specified herein, buyer may notify vendor in writing of non-
performance and, if not corrected by vendor within the time
specified in the notice, terminate vendor's right to proceed with
the PO or such part thereof as to which there has been delay or a
failure. Vendor shall continue performance of this PO to the
extent not terminated and be liable for excess costs incurred by
buyer in procuring similar goods or services elsewhere. Payment
for completed services performed and accepted shall be at the
price set forth in this PO. (b) Buyer may withhold amounts due to
vendor as buyer deems necessary to reimburse buyer for excess
costs incurred in curing, completing or procuring similar goods
and services.(c) If after rejection, revocation, or other termination
of vendor's right to proceed under the CUCC or this clause, buyer
determines for any reason that vendor was not in default or the
delay was excusable,the rights and obligations of buyer and
vendor shall be the same as if the notice of termination had been
issued pursuant to termination under §21.
21. Termination in Public Interest. Buyer is entering into this
PO for the purpose of carrying out the public policy of the State,
as determined by its Governor, General Assembly, and Courts. If
this PO ceases to further the public policy of the State, buyer, in
its sole discretion, may terminate this PO in whole or in part and
such termination shall not be deemed to be a breach of buyer's
obligations hereunder. This section shall not apply to a
termination for vendor's breach, which shall be governed by §20.
Buyer shall give written notice of termination to vendor
specifying the part of the PO terminated and when termination
becomes effective. Upon receipt of notice of termination, vendor
shall not incur further obligations except as necessary to mitigate
costs of performance. For services or specially manufactured
goods, buyer shall pay (a) reasonable settlement expenses, (b) the
PO price or rate for supplies and services delivered and accepted,
(c) reasonable costs of performance on unaccepted supplies and
services, and (d) a reasonable profit for the unaccepted work. For
existing goods, buyer shall pay (e) reasonable settlement
expenses, (f) the PO price for goods delivered and accepted, (g)
reasonable costs incurred in preparation for delivery of the
undelivered goods, and (h) a reasonable profit for the preparatory
work. Buyer's termination liability under this section shall not
exceed the total PO price plus a reasonable cost for settlement
expenses. Vendor shall submit a termination proposal and
reasonable supporting documentation, and cost and pricing data as
required by CRS §24-106-101, upon request of buyer.
22. PO Approval. This PO shall not be valid unless it is executed
by purchasing agent. Buyer shall not be responsible or liable for
products or services delivered or performed prior to proper
execution hereof.
23. Fund Availability. Financial obligations of buyer payable
after the current fiscal year are contingent upon funds for that
purpose being appropriated, budgeted and otherwise made
available. If this PO is funded in whole or in part with federal
funds, this PO is subject to and contingent upon the continuing
availability of federal funds for the purposes hereof. Buyer
represents that it has set aside sufficient funds to make payment
for goods delivered in a single installment, in accordance with the
terms of this PO.
24. Choice of Law. State laws, rules and regulations shall be
applied in the interpretation, execution, and enforcement of this
PO. The CUCC shall govern this PO in the case of goods unless
otherwise agreed in this PO. Any provision included or
incorporated herein by reference which conflicts with such laws,
rules, and regulations is null and void. Any provision incorporated
herein by reference which purports to negate this or any other
provision in this PO in whole orin part shall not be valid or
enforceable or available in any action at law, whether by way of
complaint, defense, or otherwise. Unless otherwise specified in
the solicitation or this PO, venue for any judicial or administrative
action arising out of or in connection with this PO shall be in
Denver, Colorado. Vendor shall exhaust administrative remedies
in CRS §24-109-106, prior to commencing any judicial action
against buyer.
25. Public Contracts for Services. [Not Applicable to offer,
issuance, or sale of securities, investment advisory services, fund
management services, sponsored projects, intergovernmental
POs, or
information technology services or products and services]
Vendor certifies, warrants, and agrees that it does not knowingly
employ or contract with an illegal alien who will perform work
under this PO and will confirm the employment eligibility of all
employees who are newly hired for employment in the United
States to perform work under this PO, through participation in the
E -Verify Program or the Department program established
pursuant to CRS §8-17.5-102(5)(c), Vendor shall not knowingly
employ or contract with an illegal alien to perform work under
this PO or enter into a contract or PO with a subcontractor that
fails to certify to vendor that the subcontractor shall not
knowingly employ or contract with an illegal alien to perform
work under this PO. Vendor shall (a) not use E -Verify Program or
Department program procedures to undertake pre -employment
screening of job applicants during performance of this PO, (b)
notify subcontractor and buyer within three days if vendor has
actual knowledge that subcontractor is employing or contracting
with an illegal alien for work under this PO, (c) terminate the
subcontract if subcontractor does not stop employing or
contracting with the illegal alien within three days of receiving
notice, and (d) comply with reasonable requests made in the
course of an investigation, undertaken pursuant to CRS §8-17,5-
102(5), by the Colorado Department of Labor and Employment. If
vendor participates in the Department program, vendor shall
deliver to the buyer a written, notarized affirmation that vendor
has examined the legal work status of such employee, and shall
comply with all of the other requirements of the Department
program. If vendor fails to comply with any requirement of this
provision or CRS §8-17.5-101 et seq., buyer may terminate this
PO for breach and, if so terminated, vendor shall be liable for
damages,
26. Public Contracts with Natural Persons. Vendor, if a natural
person eighteen (18) years of age or older, hereby swears and
affirms under penalty of perjury that he or she (a) is a citizen or
otherwise lawfully present in the United States pursuant to federal
law, (b) shall comply with the provisions of CRS §24-76.5-101 et
seq., and (c) has produced a form of identification required by
CRS §24-76.5-103 prior to the date vendor delivers goods or
begins performing services under terms of the PO.
27.ContractorRepresentations: fa) Licenses and Certifications:
The Vendor certifies that, at the time of entering into this purchase
order, it and its agents have currently in effect all necessary
licenses, certifications, approvals, insurance, etc. required to
properly provide the services and/or supplies covered by this
purchase order in the state of Colorado. Proof of such licenses,
certifications, approvals, insurance, etc. shall be provided upon
the State's request. Any revocation, withdrawal or nonrenewal of
necessary license, certification, approval, insurance, etc. required
for the Purchase order or to properly perform this purchase order,
shall be grounds for termination of this by the State. (b)
Qualification: Vendor certifies that it is qualified to perform such
services or provide such deliverables as delineated in this purchase
order. (c) Debarment and Suspension: The Vendor certifies to the
best of its knowledge and belief that the Vendor, its principals and
authorized subcontractors are not presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded
from participation in this transaction by any federal department or
agency. (d) Work Performed Outside the United States or Colorado.
pursuant to C.R.S. §24-102-206: The Vendor certifies all work
performed under this Purchase Order, including any subcontracts, is
anticipated to be and will be performed within the United States or
Colorado, unless otherwise specified in the Statement of Work. If
work under this Purchase Order is anticipated to be or will be
performed outside the United States or Colorado, the countries
and/or states where work will be performed, and the reasons it is
necessary or advantageous to go outside the United States or
Colorado to perform the work are also specified in the Statement of
Work (e) EXCLUDED/DEBARRED PARTY CLAUSE: The
Vendor represents and warrants that it, nor its employees or
contractors, are not excluded from participation, and is not
otherwise ineligible to participate, in a "federal health care
program" as defined in 42 U.S.C. § 1320a-7b(f) or in any other
government payment program. In the event Vendor, or one of it
employees or contractors, is excluded from participation, or
becomes otherwise ineligible to participate in any such program
during the Term, Vendor will notify the buyer in writing within
three (3) days after such event. Upon the occurrence of such
event, whether or not such notice is given to the
Vendor/Contractor, the buyer reserves the right to immediately
cease contracting with the Vendor.
28. Quantity of Good/Service. The State may increase or decrease
the quantity of goods/services based on the rates established in the
Purchase Order or associated Statement of Work or Service
Agreement when mandated in the sole discretion of the State by
changes in mission or programmatic level of goods/services
requirements.
SUPPLEMENTAL CLAUSES FOR SERVICES
1. Vendor shall obtain, and maintain at his own expense and at all times during the term of this Purchase Order, and any extension thereof,
the following insurance:
A. Standard Workers' Compensation and Employer Liability as required by state statute, including occupational disease; covering all
employees on or off the work site, acting within the course and scope of their employment.
B. General Personal Injury, Automobile Liability, including bodily injury, personal injury and property damage, with the following minimum
Coverage:
I. Occurrence based policy: combined single limit of S!,000,000 or Claims -Made policy: combined single limit of S1,000,000 plus an
endorsement that extends coverage two years beyond the policy expiration date.
2. Annual Aggregate limit policy: Not less than S1,000,000 plus agreement that vendor will purchase additional insurance to replenish the
limit to 51,000,000 if claims reduce the annual aggregate below 5600,000
C. When required by the State, Professional Liability.
D. The State of Colorado shall be named as an additional insured on all liability policies, except for Professional Liability.
E. The insurance shall include provisions preventing cancellation without 45 calendar days prior written notice to the State by certified mail. In the
event of cancellation of such coverage, vendor shall immediately notify the State of cancellation.
F. Vendor shall provide certificates of adequate insurance coverage to the State within 7 working days of receipt of award and PRIOR to beginning
work, unless otherwise provided.
G. Vendor shall provide such other insurance as may be required by law, or in a specific solicitation.
2. Vendor certifies that it has currently in effect all necessary licenses, approvals; insurance, etc., required by law and this Department to
provide the services covered.by this purchase order.
3. The Vendor shall maintain a complete file of ail records and any other materials which pertain to the delivery of services hereunder ftir a
period of three (3) years after the termination date hereof or until resolution of any pending audit, and shall permit access thereto, at no cost
to the State. All materials which are established by the Vendor which relate to the performance of services hereunder shall be the. property of
the State.
4. Vendor shall protect the confidentiality of all applicant/recipient records and other materials maintained pursuant to this Purchase Order.
No such information shall be released except for program administration purposes or with the subject individual's prior written consent.
5. Vendor shall permit the monitoring, by duly authorized public employees or their agents, of all activities conducted by the Vendor
hereunder. Such monitoring may consist of internal evaluation procedures, examination of data, formal audit, on -site checking, or any other
reasonable procedure.
6. Vendor shall fully disclose to the State any relationship(s) it has with a third party where such relationship is in opposition or conflict to its
relationship with the State under this Purchase Order.
7. This Purchase Order provides for the acquisition of services from the Vendor. The duties and obligations of the Vendor arising hereunder
cannot be assigned, delegated nor subcontracted without the express prior written consent of the State.
S. The Vendor shall be responsible for the results of the work to be undertaken. The Vendor is not subject to the State's control as to the
means and methods of accomplishing the work. The Vendor shall select its clients and is free to work for one or more during any given
interval. Except as otherwise set forth herein, the Vendor shall provide the tools materials and office space needed to perform the work. The
Vendor shall perform specific services hereunder for a fixed price and shall not receive regular payments at stated intervals. If the Vendor is a
past employee of the State of Colorado, the Vendor shall forthwith provide the State with a written statement of explanation of such
employment, including the last date of employment.
9. Neither the Vendor, nor its employees or agents; are entitled to worker's compensation benefits from the State a result of the work
to be performed hereunder. The Vendor is obligated to pay federal and state income tax on any moneys earned pursuant to this
Purchase Order.
10. The Vendor represents and warrants to the State that it and its employees and agents have the requisite training, skill, experience, and
qualifications to provide the services contemplated by this Purchase Order.
11. This Purchase Order contains the entire agreement of the parties.
l>.PurcbaseTI(OCEt!'.Procedutes for Personal Services'Supplemcntal Clauses 05-2005
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