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Home My WebLink About20121245.tiff OPTION LETTER Date: May 26, 2016 Original Contract CMS# 43840 Option Letter# 08 CMS# 91084 CORE# CT CAAA 1109 1) OPTIONS: a. Level of service change within the current term FY15/16. 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: 3) In accordance with Section 5.C., of the Original Contract between the State of Colorado, Department of Corrections, and Weld County, the State hereby exercises its option for an increase in the amount of services at the same rate(s) as specified in Section 7.A. The amount of the current Fiscal Year contract value is increased by Five Thousand Dollars and Zero Cents ($5,000.00) as consideration for services ordered under the contract for the current fiscal year FY2016. The first sentence in Section 7.A. is hereby modified accordingly and the fiscal table therein is changed to read as follows $58,000.00 FY 13 $59,150.00 FY 14 $47,750.00 FY15 $52,000.00 FY16 The total contract value including all previous amendments, option letters, etc. is Two Hundred Sixteen Thousand, Nine Hundred Dollars and Zero Cents ($216,900.00). 4) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or May 27, 2016, whichever is later. STATE OF COLORADO John W. Hi enl er, Governor Dep en orrections y: Je ifer Be tt, irector of Finance and Administration Date: ALL CONTRACTS REOUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State contracts. This Option Letter 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: Lenny Merriam, Controller, Delegate Date: to 2/` COLORADO Department of Corrections Office of Finance b Administration Contracts Office PO Box 1010 Canon City, CO 81215- 1010 P 719. 275.4312 F 719.269.4294 RECEIVED JUN 15 2015 WELD COUNTY Weld County Commissioners COMMISSIONERS Attn: Barbara Kirkmeyer PO Box 758 Greeley, CO 80632 June 10, 2016 Ms. Kirkmeyer: Attached, please find fully executed Option Letter #8 (cms91084) to your original contract with the Colorado Department of Corrections (cms43840) , which was recently initiated by the Department. This Option Letter extends the term of the contract and adds funds for fiscal year 2017. This document is being sent to you as the last signatory on the last contract amendment which was executed in October, 2015. The original contract lists David Long, Commissioner, as the recipient of contract notifications; however, per an internet search, I see he is no longer on the Weld County Board of Commissioners. Thank you for your continued interest in working with the Colorado Department of Corrections. If you have any questions, please feel free to reach me at the number shown above. Respectfully, / dtj ilo M rcy Del astillo Contracts Administrator xc : file Attachment: Option Letter #8 Etaovvmnnorccx # orss ao a — a � Cot 9A / l Co c'c : Js O O © " 17417—CA et\- 1 John W. Hickenlooper, Governor I Rick Raemisch. Executive Director (:( r« it 1..\;.:4",(/** ' /876 ` Justice Services Department 1861 915 10th Street, #334- P.O. Box 758 Greeley, CO 80632 Phone: (970) 3367227 T Y \ Fax: (970) 392-4677 _Gou_N r� CONSENT AGENDA/COMMUNICATIONS ONLY June 30, 2015 To: Board of County Commissioners From: Doug Erler, Directors , Re: Concerning Option Letter#7 for Intensive Supervision Program (ISP) Services of Master Contract#43840 between the State of Colorado and Weld County Enclosed is notification from the Colorado Department of Corrections (CDOC) reporting commitment of funds in the amount of$47,000 for the ongoing delivery of Intensive Supervision Program (ISP) services under the current Master Contract with the CDOC. Payment is for the period of July 1, 2015 through June 2016. Recommend acceptance of funds. Justice Services and Accounting has made the necessary adjustments to its budget tracking and I have informed our local vendor BI, Inc. of these funds and the best way to utilize. No further action is needed by the Board. Thank you. 65YvlivUkoleatkon. ?a/a_iay5 7-8-g301 JS ocoY I OPTION LETTER Date: June 3,2.015 Original Contract CMSII 43840 Option Letter/i 07 CMSIU 78724 COREII CT CA AA 43840 1) OPTIONS: a. Level of service change in FY 14/15 in conjunction with renewal for additional term FY 15/16. 2) REQUIRED PROVISIONS, n. In accordance with Sections 5(C)and 5(D)of the Original Contract between the Stale of Colorado, Department of Corrections,and Weld County,the State hereby exercises its option for an additional term beginning July t,2015 and ending June 30,2016 at a cost/price specified in Section 7(A)and a decrease in the amount of services at the same rates as specified in Exhibit 13 of the Contract. b.The amount of the current Fiscal Year contract value is decreased by Eight Thousand,Five Hundred Dollars and Zero Cents($8,500.00)to a new contract value of Forty Seven Thousand,Seven Hundred Filly Dollars and Zero Cents($47,750.00)as consideration for services ordered tinder the contract for the current fiscal year FY 14/15.The first sentence in Section 7(A)is hereby modified accordingly and the fiscal table therein is changed to read as follows: 558,000.00 FY12/l3 S59,150.00 FY13/14 $47,750.00 FY14/15 $47,000.00 FY(5/16 The total contract value including all previous amendments,option letters,etc. is Two Hundred Eleven Thousand,Nine Hundred Dollars and Zero Cents($2l 1,900.00). 3) Effective Date.The effective date of this Option Letter is upon approval of the State Controller or June 5,2015, whichever is later. STATE OF COLORADO John W. Hick n o per,Governor Departme t o•Corrections I.k ` � r '01, A fI) \C' v By:Jennifer enneti,t5irector of finance and Administration I / Dale:__ ( t r'" ) ALL CONTRACTS REOUIRE APPROVAL BY THE STATE CONTROLLER CRS§2d-30-202 requires the State Controller to approve nil State contracts.This Option Letter is not vnlid 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 performnnce or for any goods anti/or servicesJ?rovided hereunder. I I STATE CONTROLLER r Robert Ja os,CPA,MBA,JD By: L.—._ "L Lenny Merriam,Controller,Delegate Date: l9////J OPTION LETTER Date: 5/13/14 Original Contract CMS#: Option Letter# 6 CMS Routing#69704 N3840 FY 2015 I) OPTIONS: Option to renew only(for an additional term). 2) REQUIRED PROVISIONS. a. In accordance with Section(s) 5.C. of the Original Contract between the state of Colorado, Department of Corrections,and Weld County(hereafter, the"Original Contract"),the State hereby exercises its option for an additional term beginning July 1,2014 and ending on June 30,2015 at a cost/price specified in Section 7.A. b.The amount of the current Fiscal Year contract value is Fifty Six Thousand,Two Hundred Fifty Dollars($56,250),as consideration for services ordered under the contract for the current Fiscal • Year 2015.The first sentence in Section 7.A. of the Original Contract is hereby modified • accordingly,and the fiscal table therein is as follows: • " $58,000 in FY13 $59,150 in FY14 $56,250 in FY15 " c. The total contract value including all previous amendments,option letters,etc. is One hundred Seventy Three Thousand, Four Hundred Dollars($173,400). 3) Effective Dale.The effective date of this Option Letter is upon approval of the State Controller or June 30,2014, whichever is later. STATE OF COLORADO John W.Hicicenlooper,Governor Department of Corrections Rick Raemisch,Executive Director By: Wayne P ,Interim Director of Finance and Administration Date: ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER Clts§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 nn nil sock 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/o•services provided hereunder. STATE CONTROLLER Robert Jaros,CPA,MBA,JD By: Lenny Merriam,Controller or Designee Date: (,,/S-Y Rev 5/1/17 man i J o?o/a_ 9-3_azoiv 51 JS-000q Justice Services Division 915 10`h Street, #334- P.O. Box 758 Greeley, CO 80632 1l Ir— Phone: (970) 336-7227 Fax: (970) 392-4677 _COUNTYl CONSENT AGENDA/COMMUNICATIONS ONLY April 29, 2014 To: Board of County Commissioners From: Doug Erler, Director Re: Concerning Changes to Contract Amount for Intensive Supervision Program (ISP) Services - Option Letter#5, Original Contract#43840, between the Colorado Department of Corrections, Division of Adult Parole and Weld County Enclosed is notification from the Colorado Department of Corrections increasing ISP Services funds by$3,150 to the new total contract value of$59,150 for State Fiscal Year 2013-2014. These funds help pay for correctional treatment and support services of certain parolees, as delivered by local vender BI Inc. (approved sub contractor) and as monitored by Justice Services. The Board needs to take no action at this time. Justice Services and Accounting has already made the necessary adjustments to its budget tracking. I have also informed BI. Thank you. Co aim ri Cadri 5 - 5 - X41 ,7 al-iat' J'S 0009 t STATE OF COLORADO `°<o Department of Corrections Division of Adult Parole,Community Corrections and Youthful Offender System ^ i 940 Broadway • + Denver,Colorado 80203 +' r`�876% John W.Hidcenlooper Governor Tony Carochi Interim Executive Director April 24,2014 Weld County P.O. Box 758 Greeley, CO 80632 Dear Provider, Attached is a copy for your records of Option Letter#5, CMS 66598, for Contract#43840. The Option Letter details the changes to the contract amount. I am available at the number below should you have any questions. Sincerely, ere—. ite2P )91 Ron Neely Contract Administrator Division of Adult Parole, Community Corrections, and YOS 940 Broadway Denver, CO 80203 Phone: 303-763-2403 Fax: 303-831-9015 Email: ron.neely@doc.state.co.us OPTION LETTER Date: 3/18/14 I Original Contract CMS #: 43840 I Option Letter#5 1 CMS Routing#66598 1) a.Change in the amount of goods within current term 2) a.In accordance with Section(s) 5.C. of the Original Contract between the State of Colorado, Department of Corrections, Division of Adult Parole,and Weld County, covering a period of July I, 2013 and ending on June 30, 2014,the State hereby exercises its option for an increase in the amount of goods/services at the same rate(s)as specified in 7.A.of the Original Contract. b.The amount of the current Fiscal Year 14 contract value is increased by Three Thousand, One Hundred Fifty Dollars($3,150) to a new contract value of Fifty Nine Thousand, One Hundred Fifty Dollars($59,150), as consideration for services/goods ordered under the contract for the current fiscal year 2014. The first sentence in Section 7.A. of the Original Contract is hereby modified accordingly,and the fiscal table therein is changed to read as follows: " $59,150 in FY14 c.The total contract value including all previous amendments, option letters,etc. is One Hundred Seventeen Thousand, One Hundred Fifty Dollars ($117,150). 3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or 3/28/2014, whichever is later. STATE OF COLORADO John W. Hickenlooper,Governor Department of Corrections Rick Raemisch, Executive Director By: Wayna�P'eel,Inte ' trector of Finance and Administration Date: 7%7d--lf� 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: Lenny Merriam,Controller or Designee Date: J 7//� Rev 5/1/13 Justice Services Division 1861 915 10th Street, #334 - P.O. Box 758 Greeley, CO 80632 \ Phone: (970) 336-7227 r Fax: (970) 392-4677 vA GO _uNTY-2 CONSENT AGENDA/COMMUNICATIONS ONLY July 12, 2013 To : Board of County Commissioners From : Doug Erler, Director Re: Concerning Option Letter #4 from the Colorado Department of Correction for continued funding for Intensive Supervision Program services for SFY 2013- 2014 Enclosed is notification from the Colorado Department of Corrections for continued funding for the delivery of Intensive Supervision Program ( ISP) services to certain inmates and parolees. The new contract value is $56,000. Local vendors, as approved by the Board provide these services. Justice Services and the Weld County Community Corrections Board provide oversight of this program . Recommend acceptance of funds. Justice Services has made the necessary adjustments to its budget tracking and has informed the vendors. No further action is needed by the Board . Thank you. alrYtnewt.n;entoA,a) C a7/a - gays 7-au - an /3 0O0 y allIPMStan OPTION LETTER # 4 Date: Original Contract CMS # State Fiscal Year: Option Letter # CMS Routing # June 19, 2013 43840 2014 4 57962 a. Option to renew only for an additional term. b. In accordance with Section 5.C of the Original Contract routing number 43840, between the State of Colorado, Department of Corrections and Weld County. , covering the period of July 1 , 2013 through June 30, 2014 , the State hereby exercises its option for an additional term at the same rates as specified in the Section 7.A. of the Contract. The amount of Fiscal Year 14 contract value is decreased by $34,000 .00 to a new contract value of $56,000.00 as consideration for services ordered under the contract for the current fiscal year 2014. The first sentence in Section 7.A is hereby modified accordingly. The total contract value including all previous amendments, option letters, etc. is $ 114,000. 00. c. The effective date of this Option Letter is upon approval of the State Controller or June 19, 2013, whichever is later. STATE OF COLORADO John W. Hlekenlooper, Governor Colorado Department of Corrections Roger Wcrholtz, Interim-Executive Director VA By: Karl F. Spiecker, Director of rinance and Administration Date: 2B c) l� ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-3D-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 Jaws, CPA, MBA, JD t' l ! "` r By: Lenny Merriam, Controller or Designee Colorado Department of Corrections Date: 6/} O1) I OPTION LETTER# 3 Date: Original Contract CMS# State Fiscal Year: Option Letter# CMS Routing# March 27, 2013 43840 2013 3 54528 a. Change in the amount of goods or services within current term. b. In accordance with Section 5.C. of the Original Contract routing number CMS 43840, between the State of Colorado, Department of Corrections and Weld County, covering the period of July 1, 2012 through June 30, 2013, the State hereby exercises its option for an increase in the amount of goods or services at the same rates as specified in the Section 7.A. of the Contract. The amount of Fiscal Year 13 contract value is increased by$1,000.00 to a new contract value of$58,000.00 as consideration for services ordered under the contract for the current fiscal year 2013. The first sentence in Section 7.A. is hereby modified accordingly. The total contract value including all previous amendments, option letters, etc. is$58,000.00. c.The effective date of this Option Letter is upon approval of the State Controller or March 27, 2013, whichever is later. STATE OF COLORADO John W.Hickenlooper,Governor Colorado Department of Corrections y Caroc ', terim Ex ' e Director By: Karl F.Spiecker,Direct of Finance and Administration Date: 3 VI )ecta ALL CONTRAC S R DIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the Stale 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 David J.McDermott,CPA By: Lenny erriam,Controller or Designee Colorado Department of Corrections Date: ia3 Cc3—n.", Yvv » t C 5 - %- 13 dot? - d5oobtt STATE OF COLORADO Department of Corrections /�oe col Division of Adult Parole,Community Corrections and Youthful Offender System 940 Broadway * Denver,Colorado 80203 y s/876 John W.Hickenlooper April 4,2013 Governor Tony Carochi Interim Executive Director Weld County Community Correction Board P.O. Box 758 Greeley, CO 80632 Dear Provider, Attached is a copy for your records of Option Letter#2, CMS#53952,for Contract#43840.The Option Letter details the changes to the contract amount. I am available at the number below should you have any questions. Sincerely, ` esxJ A)�'j i Ti', Ron Neely Contract Administrator Division of Adult Parole, Community Corrections, and YOS 940 Broadway Denver, CO 80203 Phone:303-763-2403 Fax: 303-831-9015 Email: ron.neely@doc.state.co.us � I /7— :a,D/ dla-/a95 eOD47 OPTION LETTER# 2 Date: Original Contract CMS# State Fiscal Year. Option Letter# CMS Routing# March 8,2013 43840 2013 2 53952 a. Change in the amount of goods or services within current term. b. In accordance with Section 5.C. of the Original Contract routing number CMS 43840,between the State of Colorado, Department of Corrections and Weld County, covering the period of July 1, 2012 through June 30, 2013, the State hereby exercises its option for a decrease in the amount of goods or services at the same rates as specified in the Section 7.A. of the Contract. The amount of Fiscal Year 13 contract value is decreased by$8,000.00 to a new contract value of$57,000.00 as consideration for services ordered under the contract for the current fiscal year 2013. The first sentence in Section 7.A. is hereby modified accordingly. The total contract value including all previous amendments, option letters, etc. is $57,000.00. c.The effective date of this Option Letter is upon approval of the State Controller or March 8, 2013, whichever is later. STATE OF COLORADO John W.Htckenlooper,Governor Colorado Department of Corrections m Clem Executi irector By: Karl F.Spiecker,Direct r of Finance and Administration Date: Ai �acc ALL CONTRACTS REOUIRE 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 David J.McDermott,CPA cBy: enny Merriam,Controller or Designee Colorado Department of Corrections Date: �SA3 Donna Bechler From: Doug Erler Sent: Monday, April 15, 2013 10:35 AM To: Esther Gesick Cc: Donna Bechler; Sharon Behrens Subject: Intensive Supervision Program (w/the DOC and local providers) OPTION LETTER#2 Attachments: Option Letter#2.pdf Hi Esther, For record keeping... In accordance with our existing Master Contract with the State,the Department of Corrections is again exercising its option to decrease funding (by$8,000)to a new contract value of$57,000 for SFY 12-13.The contract allows for these adjustments from time to time based on utilization of services rendered by our subcontracted vendors, BI Inc. and Rocky Mountain Offender Management Systems LLC. These agencies deliver local monitoring and treatment services to offenders in the community under the care of the Department of Corrections. The Community Corrections Board and Justice Services provide oversight, process monthly billings etc. Weld County retains 2%of total funds (if fully expended). There is no action needed by the Board. As in the past, sending to your office for ongoing tracking only.We have made the necessary adjustments on our end. Thank you, Doug Erler Director Weld County Justice Services Division 915 10th Street, Room 334 P.O. Box 758 Greeley, CO 80632 970-336-7227 X4847 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 1 • • STATE OF COLORADO OF Department of Corrections w/_�COlpq Division of Adult Parole,Community Corrections .NQ-- _ d • and Youthful Offender System ',,*#� , 940 Broadway * Denver,Colorado 80203 x !896, John W.Hickenlooper Governor January 22,2013 Tom Clements • Executive Director Weld County P.O. Box 758 Greeley, CO 80632 • Dear ISP Provider, Attached is a copy for your records of Option Letter#1,CMS#51145,for Contract#43840. The Option Letter details the changes to the contract amount. I am available at the number below should you have any questions. eSincerely, ' • rkoi Ron Neely Contract Administrator Division of Adult Parole,Community Corrections,and YOS • 940 Broadway • Denver,CO 80203 • Phone: 303-763-2403 Fax:303-831-9015 • Email:ron.neely@doc.state.co-us • aC/ 9._C \-775 i �' f5 (- OPTION LETTER # 1 CMS# State Fiscal Year. Option Letter# CMS Routing# Date: Original Contract p 9 November 28,2012 43840 2013 1 51145 a. Change in the amount of goods or services within current term. b. In accordance with Section 5.C of the Original Contract routing number 43840, between the State of Colorado, Department of Corrections and Weld County, covering the period of July 1, 2012 through June 30, 2013, the State hereby exercises its option for a decrease in the amount of goods or services at the same rates as specified in the Section 7.A of the Contract The amount of Fiscal Year 13 contract value is decreased by$25,000.00 to a new contract value of$65,000.00 as consideration for services ordered under the contract for the current fiscal year 2013. The first sentence in Section 7.A is hereby modified accordingly. The total contract value including all previous amendments, option letters, etc. is$ 4000.00. c.The effective date of this Option Letter is upon approval of the State Controller or November 26, 2012, whichever is later. STATE OF COLORADO John W.Hickenlooper,Governor Tom Clements,Executive Director C orado D artment of Correctio \ r By: Karl F.Spiecke Date: `(.( C"X)C> ALL CONTRACTS REOUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30.202 requires the State Controller to approve all State Contracts.This Contract is not valid until si ned and dated below by the State Controller or delegate.Contractor is not authorized to begin performance x o is not obligated to pay such lime.If Contractor begins performing prior(hereto,the State ofColorad ga p y Contractor for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER David J. McDermott, CPA By: Lenny Mernam,Acting Controller or Designee Colorado Department of Corrections Date: g)71/1 RESOLUTION RE: APPROVE CONTRACT FOR INTENSIVE SUPERVISION PROGRAM AND AUTHORIZE CHAIR TO SIGN-COLORADO DEPARTMENT OF CORRECTIONS 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 Contract for the Intensive Supervision Program between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Justice Services Division, and the Colorado Department of Corrections,Division of Adult Parole,Community Corrections,and Youthful Offender System,commencing July 1,2012,and ending June 30,2013,with further terms and conditions being as stated in said contract,and WHEREAS,after review,the Board deems it advisable to approve said contract,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 Contract for the Intensive Supervision Program between the County of Weld,State of Colorado,by and through the Board of County Commissioners of Weld County,on behalf of the Justice Services Division,and the Colorado Department of Corrections,Division of Adult Parole,Community Corrections,and Youthful Offender System,be,and hereby is,approved. BE IT FURTHER RESOLVED by the Board that the Chair be,and hereby is,authorized to sign said contract. The above and foregoing Resolution was,on motion duly made and seconded,adopted by the following vote on the 16th day of May,A.D.,2012. BOARD OF COUNTY COMMISSIONERS WELD COUNTY,COLORADO ATTEST:� .�� EXCUSE Sean ,Chair Weld County Clerk to the Board / II EL L liam F.Garcia,Pro-Tern BY: Deputy CI,rk to the Board , �' ��'=s11 °��USED :aa Kirkmeyer ED AS TO ® avid .Long County rney Douglas Rademach Date of signature: 12-I -17. 5 D ko\ CSL J 5 5_\ut_t a -7.3O-IZ 2012-1245 JS0004 Justice Services Division 1008 9th Street- P.O. Box 758 ,1\ Greeley, CO 80632 Phone: (970) 336-7227 U VII, Fax: (970) 392-4677 _G0uNTY MEMORANDUM To: Board of County Commissioners From: Doug Erler Re: Consider New Intensive Supervision Program (ISP)Program Contract with the Department of Corrections—Contract Routing#CMS 43840 Date: May 11, 2012 Enclosed is a New Master Contract from the Colorado Department of Corrections to deliver offender services under local parole supervision. Weld County has been awarded this Contract for several years and services are delivered through subcontracts with local vendors, BI Inc. and Rocky Mountain Offender Management Systems LLC. The Justice Services Division and the Weld County Community Corrections Board provides administrative and offender screening responsibilities for this program. This is a renewal of the past Master Contract that is soon to expire. The term of this new Contract is July 1, 2012 to June 30, 2013 with the built in option to extend to up to four (4) years (this is likely what will occur, as this is normally how the Contract moves forward). I reviewed this Contract and did not see any significant changes to the previous Contract language except that they list Commissioner David Long as the "Contractor." It may be useful to mark this correctly when signing the Contract. I also conferred with our County Attorney, Bruce Barker. The anticipated allocation for SFY 12-13 will be $90,000. This amount is subject to change based on overall utilization of services rendered. Changes to this Contract and/or allocation are remedied administratively through "Option Letters" of which Justice Services manages on behalf of this Board and the Corrections Board. Enclosed are THREE (3) original copies of the Contract that require signature. Once signed they need to be mailed and received by no later than Monday, May 21, 2012. Please send to: Ron Neely Department of Corrections Division of Adult Parole, Community Corrections and YOS 940 Broadway Denver, CO 80203 Thank you. STATE OF COLORADO DEPARTMENT OF CORRECTIONS Division of Adult Parole,Community Corrections,&YOS F O 940 Broadway Denver :a* CO 80203 Phone(303)763-2420 ♦* /8 T ** FAX(303)831-9015 Web: www.doc.state.co.us John W.Hickenlooper Governor Tom Clements Executive Director May 4,2012 Weld County David E. Long, Commissioner P.O. Box 758 Greeley, CO 80632 Re: New Intensive Supervision Program Contract Contract Routing Number: CMS 43840 Dear Mr. Long: Congratulations! Your agency has been approved to continue providing Intensive Supervision Program(ISP) services for parole and community offender populations to include inmates, parolees, and the youthful offender system (YOS). We intend for the effective date of your new contract to be July 1, 2012. However the contract will not be valid until signed by the Department of Corrections and by the State Controller or delegate.The State of Colorado will not be obligated to pay your agency for any services provided outside of the official effective date. In order to prevent any interruption in ISP services or payments, it is imperative we have the enclosed three (3)original copies of your new ISP contract signed where indicated and returned by Monday May 21,2012. A fully executed original will be returned for your records. Please mail or expedite the signed copies to: Department of Corrections Adult Parole,Community Corrections, and YOS 940 Broadway Denver, CO 80203 Attn: Ron Neely Feel free to contact me with any questions or concerns. Your partnership and collaboration with the Department of Corrections is important and greatly appreciated. Sincerely, /6"v Ron Neely Contract Administrator Division of Adult Parole, Community Corrections, and YOS CMS#43840 STATE OF COLORADO Department of Corrections Contract with Weld County TABLE OF CONTENTS 1. PARTIES 1 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY 1 3. RECITALS 1 4.DEFINITIONS 2 5.TERM 2 6. STATEMENT OF WORK 2 7. PAYMENTS TO CONTRACTOR 2 8. REPORTING-NOTIFICATION 2 9.CONTRACTOR RECORDS 2 10.CONFIDENTIAL INFORMATION-STATE RECORDS 2 11.CONFLICTS OF INTEREST 2 12. REPRESENTATIONS AND WARRANTIES 2 13. INSURANCE 2 14. BREACH 2 15.REMEDIES 2 16.NOTICES and REPRESENTATIVES 2 17.RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE 2 18.GOVERNMENTAL IMMUNITY 2 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 2 20. GENERAL PROVISIONS 2 21.COLORADO SPECIAL PROVISIONS 2 22. SIGNATURE PAGE 2 EXHIBIT A-STATEMENT OF WORK 2 EXHIBIT B-ISP SUPPORT SERVICES FEE SCHEDULE 2 EXHIBIT C-OPTION LETTER 2 EXHIBIT D-HIPAA BUSINESS ASSOCIATE ADDENDUM 2 1. PARTIES This Contract(hereinafter called"Contract") is entered into by and between Weld County, P.O. Box 758, Greeley, CO 80632 (hereinafter called"Contractor"), and the STATE OF COLORADO acting by and through the Department of Corrections,Division of Adult Parole, Community Corrections,and YOS, (hereinafter called the"State"or"DOC"). 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 General Funds 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.The Contract is exempt from competitive procurement because of the existence of a sole source situation per Colorado Procurement Code R-24-103-205-01. Page 1 of 28 o7 O/O?/995 CMS#43840 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 State has approved Contractor as a community corrections program to provide Intensive Supervision Program("ISP") services for parole and community offender populations(inmates,parolees, and youthful offender system("YOS")) described in this Contract as "Offenders." 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: A. Colorado Special Provisions "Colorado Special Provisions"means the provisions of§21 of this Contract. B. Contract "Contract"means this Contract, its terms and conditions, attached 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. C. Contract Funds "Contract Funds"means funds available for payment by the State to Contractor pursuant to this Contract. D. CWISE "CWISE" means Colorado Web-based Integrated Support Environment,the Division's data management system. E. Evaluation "Evaluation"means the process of examining Contractor's Work and rating it based on criteria established in§6 and Exhibit A. F. Exhibits and other Attachments The following are attached hereto and incorporated by reference herein: Exhibit A(Statement of Work), Exhibit B(Fee Schedule). Exhibit C (Option Letter), and Exhibit D(HIPAA Addendum). G. Goods "Goods"means tangible material acquired, produced, or delivered by Contractor either separately or in conjunction with the Services Contractor renders hereunder. H. ISP "ISP"means Intensive Supervision Program. I. Offenders "Offenders"means parole and community offender populations (inmates,parolees, and youthful offender system("YOS"). J. Party or Parties "Party"means the State or Contractor and"Parties"means both the State and Contractor. K. Review "Review"means examining Contractor's Work to ensure that it is adequate, accurate, correct and in accordance with the criteria established in§6 and Exhibit A. L. Services "Services"means the required services to be performed by Contractor pursuant to this Contract. M. Subcontractor "Subcontractor"means third-parties, if any, engaged by Contractor to aid in performance of its obligations. N. Work "Work"means the tasks and an activity the Contractor is required to perform to fulfill its obligations under this Contract and Exhibit A, including the performance of the Services and delivery of the Goods. Page 2 of 28 CMS#43840 O. Work Product "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. 5. TERM A. Initial Term-Work Commencement The Parties' respective performances under this Contract shall commence on the later of either the Effective Date or July 1, 2012. This Contract shall terminate on June 30,2013 unless sooner terminated or further extended as specified elsewhere herein(hereafter,the"Termination Date"). 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 are negotiating a replacement Contract(and not merely seeking a term extension) at or near the end of any initial term or renewal term(hereafter,the"Holdover Period"). The State may exercise the option by providing a fully executed option letter to Contractor, in a form substantially equivalent to Exhibit C, effective immediately upon signature of the State Controller or his delegate.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 month extension shall immediately terminate when and if a replacement Contract is approved and signed by the Colorado State Controller. C. Option Letter The State may unilaterally increase or decrease the maximum amount payable under this Contract based upon the unit prices established in the Contract and the schedule of services required as established in Exhibit A, as set by the State.The State may exercise the option by providing a fully executed option letter to Contractor, in a form substantially equivalent to Exhibit C, effective immediately upon signature of the State Controller or his delegate. Performance of the service shall continue at the same rate and under the same terms as established in the Contract. D. State's Option to Extend The State may require continued performance for up to four additional one-year periods, at the sole discretion of the State and at the same rates and same terms specified in the Contract. If the State exercises this option, it shall provide written notice to Contractor at least 30 days prior to the end of the current contract term in form substantially equivalent to Exhibit C. If exercised,the provisions of the Option Letter shall become part of and be incorporated into this Contract.The total duration of this Contract, including the exercise of any options under this clause, shall not exceed five years,plus any applicable Holdover Period. 6. STATEMENT OF WORK A. Completion Contractor shall complete the Work and its other obligations as described herein and in Exhibit A on or before the Termination Date. The State shall not be liable to compensate Contractor for any Work performed prior to the Effective Date or after the termination of this Contract. B. Goods and Services Contractor shall procure Goods and Services necessary to complete the Work. Such procurement shall be accomplished using the Contract Funds and shall not increase the maximum amount payable hereunder by the State. C. Employees All persons employed by Contractor or Subcontractors to perform Work under this Contract shall be Contractor's or Subcontractors' employee(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,pay Contractor in the amounts and using the methods set forth below: Page 3 of 28 CMS#43840 A. Maximum Amount The maximum amount payable under this Contract to Contractor by the State is Four Hundred Fifty Thousand Dollars and Zero Cents($450,000.00), as determined by the State from available funds. Payments to Contractor are limited to the unpaid obligated balance of the Contract set forth in Exhibit B. The maximum amount payable by the State to Contractor during each State fiscal year of this Contract shall be: $90,000.00 in FY13 B. Payment i. Advance, Interim and Final Payments Any advance payment allowed under this Contract or in Exhibit A shall comply with State Fiscal Rules and be made in accordance with the provisions of this Contract or such Exhibit. Contractor shall initiate any payment requests by submitting invoices to the State in the form and manner set forth and approved by the State. ii. Interest The State shall fully pay each invoice within 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 45 days shall bear interest on the unpaid balance beginning on the 46th day at a rate not to exceed one percent 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 accrued interest on delinquent amounts.The billing shall reference the delinquent payment,the number of day's interest to be paid and the interest rate. iii. 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. 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 encumbered for this Contract and the State's liability for such payments shall be limited to the amount remaining of such encumbered 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 in accordance with the provisions hereof. iv. 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, and unexpended or excess funds received by Contractor, may be recovered from Contractor by deduction from subsequent payments under this Contract or other contracts, grants or agreements between the State and Contractor or by other appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any person or entity other than the State. C. Use of Funds Contract Funds shall be used only for eligible costs identified herein. 8. REPORTING- NOTIFICATION Reports, Evaluations,and Reviews required under this §8 shall be in accordance with the procedures of and in such form as prescribed by the State and in accordance with§19, if applicable. A. Performance,Progress,Personnel,and Funds Contractor shall submit a report to the State upon expiration or sooner termination of this Contract, containing an Evaluation and Review of Contractor's performance and the final status of Contractor's obligations hereunder. In addition, Contractor shall comply with all reporting requirements, if any, set forth in Exhibit A. B. Litigation Reporting Page 4 of 28 CMS#43840 Within 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 DOC. C. 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 or termination as provided under this Contract. D. Subcontracts Contractor shall submit copies of any and all subcontracts entered into by Contractor to perform its obligations hereunder to the State or its principal representative upon request by the State. Any and all subcontracts entered into by Contractor related to its performance hereunder shall comply with all applicable federal and state laws and shall provide that such subcontracts be governed by the laws of the State of Colorado. 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 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 three years after the date this Contract expires or is sooner terminated,or(ii) final payment is made hereunder, or(iii)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"). 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 or transcribe Contractor's records related to this Contract during the Record Retention Period for a period of three years following termination of this Contract or final payment hereunder,whichever is later, 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 to 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 governmental agencies having jurisdiction, in their sole discretion, to monitor all activities conducted by Contractor pursuant to the terms 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 procedures. All monitoring controlled by 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-STATE RECORDS 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, Page 5 of 28 CMS#43840 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. Notification Contractor shall notify its agent, employees, Subcontractors and assigns who may come into contact with State records and 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. C. 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. D. Disclosure-Liability 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. Contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Contractor,or its employees, agents, Subcontractors, or assignees pursuant to this§10. 11. CONFLICTS OF INTEREST Contractor 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 harmful to the State's interests. Absent the State's prior written approval, Contractor 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. 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 by-laws, and 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 15 days of receiving such request. C. Licenses,Permits, Etc. Page 6 of 28 • CMS#43840 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 Contract Funds. 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 i. 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. i. 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 same requirements set forth in§13(B)with respect to Subcontractors that are not "public entities." 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: i. Worker's Compensation Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance covering all of Contractor or Subcontractor employees acting within the course and scope of their employment. ii. 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. iii. 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. Page 7 of 28 CMS#43840 iv. Additional Insured The State shall be named as additional insured on all Commercial General Liability and Automobile Liability Insurance policies(leases and construction contracts require additional insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037, or equivalent)required of Contractor and any Subcontractors hereunder. v. 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. vi. 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. vii. 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. C. Certificates Contractor and all Subcontractors shall provide certificates showing insurance coverage required hereunder to the State within seven business days of the Effective Date of this Contract. No later than 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 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 either Party 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 20 days after the institution or occurrence thereof, shall also constitute a breach. B. Notice and Cure Period In the event of a breach,notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in§16. If such breach is not cured within 30 days of receipt of written notice, or if a cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued with due diligence, the State may exercise any of the remedies set forth in§15. Notwithstanding anything to the contrary herein,the State, in its sole 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. 15. REMEDIES If Contractor is in breach under any provision of this Contract,the State shall have all of the remedies listed in this §15 in addition to all other remedies set forth in other sections of this Contract following the notice and cure period set forth in§14(11).The State may exercise any or all of the remedies available to it, in its sole discretion, concurrently or consecutively. A. Termination for Cause or Breach 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. Contractor shall continue performance of this Contract to the extent not terminated, if any. Page 8 of 28 CMS#43840 i. 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 and may incur obligations as are necessary to do so within this Contract's terms. 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. ii. Payments The State shall reimburse Contractor only for accepted performance up to the date of 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. iii. 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 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. i. 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 and whether it affects all or a portion of this Contract. ii. 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,the State may reimburse Contractor for a portion of actual out-of-pocket expenses(not otherwise reimbursed under this Contract) incurred by Contractor which are directly attributable to the uncompleted portion of Contractor's obligations hereunder; provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Contractor hereunder. C. Remedies Not Involving Termination The State, in its sole discretion,may exercise one or more of the following remedies in addition to other remedies available to it: Page 9 of 28 CMS#43840 i. 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 and incurring costs in accordance with the State's directive and the State shall not be liable for costs incurred by Contractor after the suspension of performance under this provision. ii. Withhold Payment Withhold payment to Contractor until corrections in Contractor's performance are satisfactorily made and completed. iii. Deny Payment Deny payment for those obligations not performed, 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 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 demand immediate removal 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. D. Termination Without Cause i. Either party may terminate this Contract by giving the other party thirty(30)days prior written notice. No cause is required to exercise this right. ii. Notwithstanding anything herein to the contrary, the Parties understand and agree that all terms and conditions of this Contract and any exhibits and attachments hereto which may require continued performance or compliance beyond the termination date of the Contract shall survive such termination date and shall be enforceable by the State as provided herein. 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. A. State: Barry J. Pardus, Assistant Director Department of Corrections Division of Adult Parole, Community Corrections,and YOS 940 Broadway Denver, CO 80203 303-763-2420 Page 10 of 28 CMS#43840 B. Contractor: David E. Long,Commissioner P.O. Box 758 Greeley, CO 80632 970-336-7204 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 Governmental Immunity Act§24-10-101, et seq. and the risk management statutes, CRS §24-30-1501, et seq.,as amended. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Contractor under this Contract is$100,000 or greater, either on the Effective Date or at anytime thereafter, this§19 applies. Contractor agrees to be governed,and to abide,by the provisions of CRS §24-I02-205, §24-102-206, §24-103- 601, §24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state contracts and inclusion of contract performance information in a statewide contract management system. Contractor's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of this Contract, State law, including CRS §24-103.5-101,and State Fiscal Rules,Policies and Guidance. Evaluation and Review of Contractor's performance shall be part of the normal contract administration process and Contractor's performance will be systematically recorded in the statewide Contract Management System. Areas of Evaluation and Review shall include,but shall not be limited to quality, cost and timeliness. Collection of information relevant to the performance of Contractor's obligations under this Contract shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements of Contractor's obligations. Such performance information shall be entered into the statewide Contract Management System at intervals established herein and a final Evaluation,Review and Rating shall be rendered within 30 days of the end of the Contract term. Contractor shall be notified following each performance Evaluation and Review, and shall address or correct any identified problem in a timely manner and maintain work progress. Should the final performance Evaluation and Review determine that Contractor demonstrated a gross failure to meet the performance measures established hereunder, the Executive Director of the Colorado Department of Personnel and Administration(Executive Director),upon request by DOC,and showing of good cause,may debar Contractor and prohibit Contractor from bidding on future contracts. Contractor may contest the final Evaluation, Review and Rating by: (a) filing rebuttal statements, which may result in either removal or correction of the evaluation(CRS §24-105-102(6)),or(b)under CRS §24-105-102(6), exercising the debarment protest and appeal rights provided in CRS §§24-109-106, 107, 201 or 202, which may result in the reversal of the debarment and reinstatement of Contractor,by the Executive Director,upon a showing of good cause. 20. GENERAL PROVISIONS A. Assignment and Subcontracts Page 11 of 28 CMS#43840 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, subcontracting without such consent shall be void. All assignments, subcontracts,or Subcontractors approved by Contractor or the State are subject to all of the provisions hereof. Contractor shall be solely responsible for all aspects of subcontracting arrangements and performance. B. Binding Effect Except as otherwise provided in§20(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 and all prior representations and understandings,oral or written, are merged herein. Prior or contemporaneous additions, deletions,or other changes hereto shall not have any force or effect whatsoever, unless embodied herein. F. Indemnification Contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees pursuant to the terms of this Contract; however, the provisions hereof shall not 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 or hereafter amended. G.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. H. Modification i. 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, State Fiscal Rules. Modifications permitted under this Contract, other than contract amendments, shall be conform the Policies of the Office of the State Controller, including, but not limited to,the policy entitled MODIFICATIONS OF CONTRACTS -TOOLS AND FORMS. ii. 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. I. Order of Precedence The provisions of this Contract shall govern the relationship of the Parties. 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: i. Colorado Special Provisions, ii. The provisions of the main body of this Contract, iii. Exhibit A, Statement of Work, iv. Exhibit D, HIPAA Business Associate Addendum, Page 12 of 28 CMS#43840 v. Exhibit B, ISP Support Services Fee Schedule, vi. Exhibit C, Option Letter J. 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,provided that the Parties can continue to perform their obligations under this Contract in accordance with its intent. K. Survival of Certain Contract Terms Notwithstanding anything herein to the contrary,provisions of this Contract requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if Contractor fails to perform or comply as required. L. 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; provided however, that certain political subdivisions(e.g. City of Denver)may require payment of sales or use taxes even though the product or service is provided to the State. Contractor shall be solely liable for paying such taxes as the State is prohibited from paying or reimbursing Contractor for such taxes. M. 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. N. 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. O. 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 §24-72-101, et seq. 21. COLORADO SPECIAL PROVISIONS These 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. GOVERNMENTAL 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,protections, 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. §§1346(b) and 2671 et seq., as applicable now or hereafter amended. D. 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 Page 13 of 28 CMS #43840 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. E. 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. F. 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. G. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this Contract or incorporated herein by reference shall be null and void. H. 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 prevent such improper use of public funds. If the State determines 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. I. 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. J. VENDOR OFFSET. CRS H24-30-202 (1)and 24-30-202.4. [Not applicable to intergovernmental agreements] Subject to 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 child support 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. K. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not applicable to agreements relating to the offer,issuance,or sale of securities,investment advisory services or fund management services,sponsored projects, intergovernmental agreements,or information technology services or products and services]Contractor certifies,warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Contract, through participation in the E-Verify Program or the State program established pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or Page 14 of 28 CMS#43840 contract with an illegal alien to perform work under this Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Contractor(a)shall not use E-Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Contract is being performed, (b) shall notify the Subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Contract, (c) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice,and(d) shall 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 Contractor participates in the State program,Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written,notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may terminate this Contract for breach and, if so terminated, Contractor shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. Contractor, 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 one form of identification required by CRS §24-76.5-103 prior to the effective date of this Contract. SPs Effective 1/1/09 THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 15 of 28 CMS#43840 22. 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. CONTRACTOR STATE OF COLORADO Weld County John W.Hickenlooper,Governor Departme of Corrections //////AA �� T Cllement ,Execu 've DI ecto BY: William/ F.rcia, Chair Pro—Tem : KarlF. S i er Board of Weld County Commissioners Signatory avert the State Controller or delegate that Contractor has not begun performance or that a Statutory MAY 1 6 2012 Violation waiver has been requested under Fiscal Rules Dale: _�� Date: 2nd Contractor Signature if Needed By: Title: *Signature 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 David J.McDermott,CPA By:_ Lenny Merriam, Controller,or Designee Colorado Department of Corrections Date: &//' 7/1 Page 16 of 28 CMS#43840 EXHIBIT A - STATEMENT OF WORK 1. GENERAL DESCRIPTION The State is authorized by CRS §17-27.5-101O)(C),to administer and execute Contracts with units of local government, corrections boards, or non-governmental agencies for the provision of Intensive Supervision Program ("ISP")services for all assigned DOC offenders. 2. CONTRACTOR'S OBLIGATIONS A. Services. i. Contractor shall provide the following services to parole and community offender populations (inmate, parolees,youthful offender system ("YOS"). All services provided shall be recorded and documented within CWISE as they are performed ("real time"). ii. Services are authorized and terminated only by the Supervising Community Parole Officer, as generated within CWISE. Contractor shall provide only those services requested on the most current CWISE referral. iii. All permitted and agreed upon costs for services are set forth in Exhibit B("Fee schedule"). iv. DOC will make payment only for referred services rendered. Service fees shall not exceed the amount set forth in Exhibit B. If the offender is arrested or absconds and no services are rendered thereafter,Contractor shall not invoice for payment, and DOC will make no payment for the offender thereafter. B. Monitored Antabuse Service. Prescription Antabuse medication shall be provided by the offender and stored by the Contractor and made available as prescribed to the offender, and the offender shall ingest such medication after providing a negative Breath Alcohol Test("BAT")while being monitored by Contractor. C. Breath Alcohol Testing. Contractor shall engage in random sampling and testing to measure each offender's blood alcohol content through breath sampling, utilizing acceptable and calibrated instrumentation. D. Case Management Meeting. Contractor shall conduct a face to face meeting between Contractor's case manager and the offender, on an as-needed basis, at the direction of the Community Parole Officer("CPO"), not to exceed two per calendar month("Case Management Meeting"). The Case Management Meeting should include employment and treatment verification. E. Urinalysis(UA). Contractor shall conduct Urinalysis testing of offenders at a frequency of at least two and no more than four per month. Analysis of urine specimens shall include, at minimum a 5-drug panel test with confirmations, and Ethyl Glucuronide("EtG") screening. Contractor's staff of the same gender shall visually observe the Urinalysis sample collection. In the event the 5-drug panel Urinalysis test is positive for unauthorized substances, Contractor shall preserve the sample pending a CWISE directive from the CPO as to whether a confirming test is desired. Contractor shall conduct confirmation tests without additional reimbursement under this Contract. F. Drug Patches. Contractor shall utilize patches administered on skin for detection of substance abuse. Contractor shall evaluate the patch at least once per week, and replace the patch every 2 weeks or when a positive sample is indicated, whichever is soonest. The Contractor's staff who administers the patches shall monitor for tampering and for whether the results are positive or negative. Page 17 of 28 CMS#43840 G. Oral Swabs. Contractor shall utilize oral swab testing,which consists of taking a saliva sample via a testing swab of the inside of the mouth of the offender,to detect the use of controlled substances or alcohol.Any positive reading requires a qualitative Urinalysis test to be conducted at the cost of the Contractor. In the event the Urinalysis is positive for unauthorized substances, Contractor shall preserve the sample pending a CWISE directive from the CPO as to whether a confirming test is required. H. Pass Point. Contractor shall utilize pass point testing, which utilizes ocular measurement of the central nervous system,for the purpose of screening for the presence of eleven(II)different drugs including alcohol, at least once weekly. Any positive reading requires a qualitative Urinalysis test to be conducted at the cost of the Contractor. In the event the Urinalysis is positive for unauthorized substances,Contractor shall preserve the sample pending a CWISE directive from the CPO as to whether a confirming test is required. I. Monitoring Medications. This service includes the monitoring of medical and psychiatric medications in accordance with the prescriptions of the community health provider of the DOC. J. Offender paid fees. Contractor may directly charge offenders the amount set forth in Exhibit B for each day on which services are provided unless the offender is receiving support from the Division for indigent services. Contractor shall not invoice,charge,or bill DOC for this daily offender fee. 3. Personnel A. Responsible Administrator Contractor's performance hereunder shall be under the direct supervision of an employee or agent of Contractor, which name(s)shall be provided to the State per§16 designated as the responsible administrator or key personnel of this Contract. 4. Acceptance Criteria A. Annual and Final Report(s) B. Annual Report Due Date(s)July 31. C. Final Report Due Date: 30 days after contract is expired or terminated. D. Reporting Recipient: DOC Contract Administrator 5. Payments Payments shall be made in accordance with the provisions set forth in the Contract, §7 and this Exhibit A. To ensure prompt payment by the State for services provided in the billing month, no later than the 5th of the following month, Contractor shall approve services provided in CWISE. Administration Fee: The community corrections board ("Board"), or the unit of local government that established the Board, may invoice the State up to two percent (2%) on the actual amounts billed as an administrative fee. This fee is in addition to the maximum service rate of$175.00 per offender per month. This amount is included in the encumbered amount set forth in the Contract, § 7(A), Maximum Amount, and this Exhibit A, with approved service providers and administer payments to subcontractors for up to two percent (2%) of the funds. Boards shall keep financial records documenting the receipt and expenditures for all administrative funds. Such records shall be maintained for a period of five years following the Contract period. 6. Administrative Requirements A. Accounting Page 18 of 28 CMS#43840 i. At all times from the Effective Date of this Contract until completion of the Work,Contractor shall maintain properly segregated books of State Contract Funds, matching funds, and other funds associated with the Work. ii. All receipts and expenditures associated with the Work shall be documented in a detailed and specific manner, and shall accord with the authorized scope of work for the Work as set forth herein. iii. Contractor shall make and maintain accounting and financial books and records documenting its performance under the Contract in a form consistent with good accounting practices. 7. HIPAA Health Insurance Portability&Accountability Act of 1999(`HIPAA"): Federal law and regulations governing the privacy of certain health information requires a"Business Associate Contract"between the State and the Contractor and/or Subcontractor. 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 (Exhibit D)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. In the event that the Contractor will not be receiving any Protected Health Information from the State but the Contractor's subcontractors will,then only such subcontractors will be required to execute Business Associate Addendums with the state. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page I9 of 28 CMS#43840 EXHIBIT B-ISP SUPPORT SERVICES FEE SCHEDULE Available Support Services and Support Service Fees for ISP Offenders. Service Description Cost C-WISE Data Entry Document all provided services within C-WISE system. $25.00 One fee per offender per month. Antabuse Monitor consumption of Antabuse with Breath Alcohol Test $3.00 per dose (BAT)each. Breathalyzer Administer Breathalyzer only. $1.00 per test Medication Monitor medications. $1.50 per Monitoring day Urinalysis(UA) Supervised UA collection and analysis including $15.00 each 5-drug panel test with confirmation test if required and authorized by CPO thru C- confirmations, and Ethyl WISE. At least two and no more than four per month are Glucuronide("EtG") required. screening Drug Patch Administer and monitor Drug Patch. $25.00 each Oral Swabs Administer Oral Swabs. $7.00 each Pass Point Administer Pass Point test. $5.00 each Case Management Face to face contact with the offender documented in C-WISE. $10.00 each No more than 2 per month may be authorized by the CPO. Payment will only be made for referred services rendered and shall not exceed$175.00 per offender per month. Offender Fees Contractor may directly charge offenders up to Three Dollars $3.00 per day ($3)for each day on which services are provided unless the offender is receiving support from the Division for indigent services. Contractor shall not invoice, charge, or bill DOC for this daily offender fee. Page 20 of 28 CMS#43840 EXHIBIT C-OPTION LETTER OPTION LETTER # Date: Original Contract CMS# State Fiscal Year: Option Letter# CMS Routing# 20 a. Option Letter to renew for an additional term. b. In accordance with Section of the Original Contract routing number between the State of Colorado, Department of Corrections and, covering the period of July 1, 20 through June 30, 20 , the State hereby exercises its option for additional term for services at the same rates as specified in the Section of the Contract. The amount of Fiscal Year 12 contract value is increase/decrease by $ to a new contract value of to as consideration for services ordered under the contract for the current fiscal year 20 . The first sentence in Section is hereby modified accordingly. The total contract value including all previous amendments, option letters, etc. is. c. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later. STATE OF COLORADO John W. Hickenlooper, Governor Tom Clements, Executive Director Colorado Department of Corrections By: Karl F. Spiecker Date: ALL CONTRACTS REOUIRE 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 hereundca STATE CONTROLLER David J. McDermott, CPA By: Lenny Merriam or Designee Colorado Department of Corrections Date: Page 21 of 28 CMS#43840 EXHIBIT D-HIPAA BUSINESS ASSOCIATE ADDENDUM HIPAA BUSINESS ASSOCIATE ADDENDUM This Business Associate Addendum("Addendum")is a part of the Contract dated July 1,2012 or effective date,between the Department of Corrections,and Weld County, CMS#43840. 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 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; (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 Page 22 of 28 • CMS#43840 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. 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 I64.514(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 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. Page 23 of 28 CMS#43840 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. I. 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 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 conununication 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 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 Page 24 of 28 CMS#43840 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 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 Proceedings. 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. Iniunctive 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. Page 25 of 28 CMS#43840 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 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(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 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 Page 26 of 28 CMS#43840 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 Representative: Barry J. Pardus,Assistant Director Department of Corrections Division of Adult Parole, Community Corrections,and YOS 940 Broadway Denver, CO 80203 303-763-2420 Contractor/Business Associate Representative: David E. Long,Commissioner P. O. Box 758 Greeley,CO 80632 970-336-7204 Page 27 of 28 CMS#43840 ATTACHMENT A This Attachment sets forth additional terms to the HIPAA Business Associate Addendum,which is part of the Contract dated July 1,2012,between Colorado Department of Corrections and Weld County,CMS#43840("Contract") and is effective as of July 1,2012,(or 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 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 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: 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: 6. Additional Terms. [This section may include specifications for disclosure format,method of transmission,use of an intermediary,use of digital signatures or PKI,authentication,additional security of privacy specifications,de- identification or re-identification of data and other additional terms.) Page 28 of 28 Hello