HomeMy WebLinkAbout20111034.tiff RESOLUTION
RE: APPROVE STATEMENT OF WORK, BUDGET, AND HIPAA BUSINESS ASSOCIATE
ADDENDUM FOR AGING AND DISABILITY RESOURCE CENTER PROGRAM AND
AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Statement of Work, Budget, and
HIPAA Business Associate Addendum for the Aging and Disability Resource Center Program
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Human Services, Area Agency
on Aging, and the Colorado Department of Human Services, commencing April 1, 2011, and
ending September 30, 2011, with further terms and conditions being as stated in said statement
of work, budget, and addendum, and
WHEREAS, after review, the Board deems it advisable to approve said statement of
work, budget, and addendum, copies of which are attached hereto and incorporated herein by
reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Statement of Work, Budget, and HIPAA Business Associate
Addendum for the Aging and Disability Resource Center Program between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on
behalf of the Department of Human Services, Area Agency on Aging, and the Colorado
Department of Human Services be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said addendum.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 25th day of April, A.D., 2011, nunc pro tunc April 1, 2011.
BOARD OF COUNTY COMMISSIONERS
:`•• WELD COUNTY, CO RADO
ATTEST: ArtA IAg �� -4/i.t'
vuot �_� Iarbara Kirkmey , Chair
Weld County Clerk to th Bdprid 41 �
) 1
CY
A Sean P. Conway, Pro-Tem
BY:
Deputy Clerk to the Board
illia F. G
A ED F M: EXCUSED
David E. Long
Attorney o�)
Douglas r mac/✓
Radem cher
Date of signature: 05/03P/
3orlcj . \-o SO U . NSA HZ (
. ; 2011-1034
i1 a� - \I 5 a1 -Ii HR0082
MEMORANDUM
1861 - 2011
DATE April 21. 2011
5-
W _..-C O U N T Y TO: Barbara Kirkmeyer, Chair, Board of County Commissioners
FR: Judy A. Griego, Director, Department ,,p Hutpa ervices
RE: Statement of Work, Budget, and F#'t►'AA misine
Associate's Addendum between t Weld Count
Department of Human Services and the Colorado
Department of Human Services
Enclosed for Board approval is the Statement of Work, Budget, and HIPAA Business Associate's
Addendum for the Department's Area Agency on Aging's Aging and Disability Resource Center
(ADRC) Program between the Department and the Colorado Department of Human Services.
The Grant for the Aging and Disability Resource Center (ADRC) was reviewed at the Board's
March 2, 2011, Work Session.
The attached document contains the Statement of Work under the Aging and Disability Resource
Center (ADRC), the approved budget and the HIPAA Business Associate's Addendum. In order
for the funds to be allocated to the Weld County Area Agency on Aging the County must agree to
the HIPAA guidelines.
The overall goal of the ADRC Program is to empower individuals to effectively navigate their
health and other long-term support options. Long-term support refers to a wide range of in-home,
community-based, and institutional services and programs designed to help individuals' access
services.
Funding for this Program is $29,344.00 for the term of April 1, 2011 through September 30, 2011.
If you have any questions, please contact me at extension 6510.
2011-1034
•
DEPARTMENT OF HUMAN SERVICES DATE: 04-01-11 4`°`°4 PURCHASE
NORTH/CENTRAL PROCUREMENT N
7866 WEST MANSFIELD PARKWAY IMPORTANT 4,� ��,: ORDER
DENVER, CO 80235 The PO#and Line#must r,?6,• STATE OF COLORADO
appear om oli
Buyer: KATHY O'CONNOR packing s s,rtittxa P 12: 1
Phone Number: 303-987-4604 and correspondence P.O. # OE IHA AGAD1100024 Page# 01
Agency Contact: ROCHELLE HAYES
Phone Number: 303 866 2845 ACC: 03-31-11 State Award #
FEIN ` Phone: 970-353-3845 BID#
Vendor Contact: EVA JEWELL Invoice in Triplicate
Purchase Requisition #: RX IHA AGAD1100024 To: CO DEPT OF HUMAN SERVICES
CENTRAL ACCOUNTING
WELD COUNTY 1575 SHERMAN STREET, 6TH FLOOR
WELD COUNTY TREASURY DENVER, CO 80203-1714
N
D PO BOX 458
0 GREELEY CO 80632-0458 Payment will be made by this agency
R ship COLO DEPT OF HUMAN SERVICES
INSTRUCTIONS TO VENDOR: To: FACILITIES/PROJECTS
i. II for any reason.delivery o1 this order is delayed beyond the delivery/Installation date 1575 SHERMAN ST GROUND FLOOR
shown.please notify the agency contact named at the top tell.(Right of cancellation Is DENVER, CO 80203-1714
reserved in instances In which timely delivery is not made.)
2. All chemicals.equipment and malenats must conform to the standards required by OSHA.
Delivery/Installation Date: 09-30-11
a. NOTE.Additional terms and conditions on reverse side. F.O.13. DESTINATION STATE PAYS NO FREIGHT
SPECIAL INSTRUCTIONS:
SUPPLEMENTAL CLAUSES FOR SVCS ARE ATTACHED AND MADE A PART
OF THIS PURCHASE ORDER.
LINE COMMODITY/ITEM UNIT OF
ITEM CODE MEASUREMENT QUANTITY UNIT COST TOTAL ITEM COST
001 20511000000 $29,344.00
VENDOR TO DEVELOP AND IMPLEMENT AN AGING AND DISABILITY
RESOURCE CENTER (ADRC) KNOWN AS ADULT RESOURCES FOR CARE AND
HELP IN COLORADO TO PROVIDE LONG TERM CARE STREAMLINED INFORMATION
ASSISTANCE, AND OPTIONS COUNSELING FOR WELD COUNTY PER ATTACHED
EXHIBIT A, STATEMENT OF WORK. FEDERAL LAW GOVERNING THE PRIVACY OF
CERTAIN HEALTH INFORMATION REQURIES A "BUSINESS ASSOCIATE CONTRACT"
BETWEEN THE STATE AD THE CONTRACTOR. A BLANK HIPAA BUSINESS
ASSOCIATE ADDENDUM IS ATTACHED AND MUST BE COMPLETED, SIGNED AND
RETURNED TO CDHS, AGING & ADULT SERVICES, PRIOR TO WORK COMMENCING.
PERIOD OF PERFORMANCE FROM RECEIPT OF COMPLETED HIPAA AGREEMENT BY
CDHS, THROUGH 09/30/11. NO INCREASE IN TIME OR DOLLARS WITHOUT PRIOR
WRITTEN APPROVAL FROM THE PROCUREMENT OFFICE.
DOCUMENT TAL = $29,344.00
THIS NO IS ISSUED IN ACCORDANCE WITH STATE AND FEOERAL REGULATIONS TOR THE CGLORAOO
l his PO is effective on the date signed by the auihorfzed individual.
Authorized Signature Date
OP-Or(R-02/06)
p//-/43
Exhibit A
Statement of Work
The Department of Human Service, herein referred to as the State, and Weld County Area
Agency on Aging, herein referred to as the Contractor, will develop and implement an Aging and
Disability Resource Center (ADRC) Pilot to provide streamlined information, assistance, and
referral to available long-term care services for the citizens of Weld County. The ADRC will
consist of telephone information and assistance system, options counseling, and the formation
of a Regional Advisory Council.
The Contractor's responsibilities
A. Implementation of an Aging and Disability Resource Center in Weld County
including:
1. Identification of planning team for the Contractor's ADRC to participate in
the planning and implementation of the ADRC project;
2. Develop formalized partnerships as needed;
3. Meetings with Planning Team during the initial year of the pilot;
4. Provide a resource specialist to provide information and assistance
services and options counseling for the ADRC;
5. Provide adequate training to the resource specialist on the requirements
of the ADRC;
6. Provide training to all internal staff (County employees) and partners in
the role of the ADRC;
7. Work with staff to produce press releases with information regarding the
ADRC as needed;
8. Provide training to provider agencies regarding the ADRC;
9. Provide education to the public on the ADRC via Senior Centers,
libraries, newsletters, etc.; and
10. Provide assistance, as an expert consultant, in the establishment of future
ADRC pilot locations.
B. Formation of a Regional Advisory Council including:
1. Identification of representative groups of the local Advisory Council;
2. Develop responsibilities of the Advisory Council;
3. Establish by-laws of Advisory Council, frequency of meetings, structure of
Council; and
4. Provide the State minutes of Advisory Council Meetings.
C. Reporting Requirements:
Provide the State timely reports based on the parameters established by the
State or the U.S. Department of Health and Human Services. The data shall be
maintained in the State approved website location and format. The reports will
include, but not be limited to:
1, Demographic information;
2. Referral outcomes;
3. Number of calls received;
4. Success stories;
5. Expenditure requests submitted to the State on a periodic basis that is
agreed upon by the State and the Contractor. The expenditure request
shall be based on actual costs incurred; and
6. Documentation of the required 5% match, which may consist of cash or
in-kind services.
D. Evaluation of the project including:
1. Documentation necessary to complete a bi-annual evaluation of the
ADRC program; and
2. Cooperation with the evaluator for the completion of the bi-annual
evaluation.
II. State responsibilities
A. Implementation of an Aging and Disability Resource Center in Weld County
including:
1. Participating with The Contractors planning team in the development of
the ADRC project;
2. Provide technical assistance and support in the development and
implementation of the ADRC; and
3. Provide training on the web-based system.
B. Regional Advisory Council:
1. Participate in the Regional Advisory Council when needed; and
2. Provide updates on the ADRC project to the Regional Advisory Council
as necessary.
C. Reporting Requirements:
1. Provide clear and detailed instructions regarding the parameters of the
periodic reports;
2. Allow adequate timelines for completion of reports; and
3. Provide reimbursement in an adequate amount of time.
D. Evaluation:
1. Secure an evaluator who possesses relevant experience to complete the
bi-annual evaluations; and
2. Serve as a liaison between the Contractor and the evaluator to provide
interpretation and technical assistance regarding the evaluation process.
Ill. Joint Responsibilities of the State and The Contractor
A. Identify gaps in the current long-term care information and referral system and
possible methods to fill the gaps;
B. Streamline existing processes to improve access to long-term care services;
C. Develop a marketing strategy to promote the ADRC in Weld County and
throughout the State;
D. Participate in the Statewide Advisory Council; and
E. Participate in the dissemination of information to the Statewide Advisory Council.
Pam.9nf�
IV. Payment and Duration
A, Payment pursuant to this agreement is subject to, and contingent upon, the
continuing availability of Federal funds for the purposes hereof. If any of said
Federal funds become unavailable, as determined by the State, either party may
immediately terminate or seek to amend this agreement.
B. The Contractor shall maintain a complete file of all records, documents,
communications and other material, which pertain to this agreement for a period
of three (7)years from the date of final payment under this agreement, unless the
State requests that the records be retained for a longer period.
C. Except as otherwise stated, this agreement shall inure to the benefit of and be
binding only upon the parties hereto and their respective successors and
assigns. No third party beneficiary rights or benefits of any kind are expressly or
impliedly provided herein.
V. The State shall establish billing procedures for payment due the contractor in providing
services pursuant to this contract, based on the submission of monthly statements, on
forms prescribed or approved by the State, in accordance with the budget attached as
Attachment A to Exhibit A. The amount of funds allocated to each line item of the
budget may be reallocated upon written approval of the State, subject to the limitation of
the Compensation/Maximum Payable clause.
VI. Health Insurance Portability & Accountability Act of 1996 ("HIPAA"). Federal law and
regulations governing the privacy of certain heatth information requires a "Business
Associate Contract" between the State and the Contractor. 45 C.F.R. Section
164.504(e).
Page 3 of 3
Attachment A to Exhibit A
ARCH Budget Estimate for Region 2B
April 1-September 30,2011
Cost
Personnel:
.458 FTE Resource Specialist $ 22,598
.208 FTE Division $ 5,340
Total Personnel Expenses $ 27,938
Operating Expenses:
Office Supplies $ 200
Postage $ 1,000
Printing/Copying $ 1,000
Advertisement/Marketing $ 1,000
Travel $ 1,000
Training $ 1,000
Meeting Expertise/Misc Other $ 1,000
Total Operating Expenses $ 6,200
Total Budget S 34,138
Less SF55 Funding of I&A $ (4,794)
Requested Federal Funding $ 29,344
Matching(5%of Federal Funding) $ 1,467
(Model HIPAA contract clause and addendum for new contracts or amendments'
[#.] Health Insurance Portability& Accountability Act of 1996("HIPAA"). Federal law and
regulations governing the privacy of certain health information requires a"Business Associate
Contract"between the State and the Contractor. 45 C.F.R. Section 164.504(e). Attached and
incorporated herein by reference and agreed to by the parties is a HIPAA Business Associate
Addendum for HIPAA compliance.Terms of the Addendum shall be considered binding upon
execution of this contract and shall remain in effect during the term of the contract including any
extensions.
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10.(03
HIPAA BUSINESS ASSOCIATE ADDENDUM
This Business Associate Addendum("Addendum") is a part of the Contract dated 114 A )
between the Department of umGb,_.5.rotie5 and tali Gum ,contract
number"TNR 44/10/i . or 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") and
its implementing regulations promulgated by the U.S. Department of Health and Human
Services,45 C.F.R. Parts 160 and 164(the"Privacy Rule") and other applicable 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 H1PAA Privacy Rule at 45 C.F.R. Parts 160 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.
Page 1 of 9
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
c. "Protected Information" shall mean PI-fl 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.
b. Permitted Disclosures. Associate shall not disclose Protected Information in any
manner that would constitute a violation of the Privacy Rule if disclosed by CE,except that
Associate may disclose Protected Information: (i)in a manner permitted pursuant to this
Contract; (ii) for the proper management and administration of Associate; (iii)as required by
law; (iv) for Data Aggregation purposes for the Health Care Operations of CE; or(v) to report
violations of law to appropriate federal or state authorities, consistent with 45 C.F.R. Section
164.502(j)(1). To the extent that Associate discloses Protected Information to a third party,
Associate must obtain,prior to making any such disclosure: (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 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
Page 2 of 9
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
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.S08;(iv)to persons involved
in the individual's care or other notification purposes as set forth in 45 C.F.R. Section 164.510;
(v) for national security or intelligence purposes as set forth in 45 C.F.R. Section 164.512(k)(2);
(vi)to correctional institutions or law enforcement officials as set forth in 45 C.F.R. Section
164.512(k)(5); (vii)incident to a use or disclosure otherwise permitted by the Privacy Rule; (viii)
as part of a limited data set under 45 C.F.R. Section 164.514(e); or(ix)disclosures prior to April
14, 2003. Associate agrees to implement a process that allows for an accounting to be collected
and maintained by Associate and its agents or subcontractors for at least six (6) years prior to the
request,but not before the compliance date of the Privacy Rule. At a minimum, such
information shall include: (i)the date of disclosure; (ii) the name of the entity or person who
received Protected Information and, if known,the address of the entity or person; (iii)a brief
description of Protected Information disclosed; and (iv)a brief statement of purpose of the
disclosure that 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
Page 3 of 9
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
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.
1. Governmental Access to Records. Associate shall make its internal practices,
books and records relating to the use and disclosure of Protected Information available to the
Secretary of the U.S. Department of Health and Human Services(the"Secretary"), in a time and
manner designated by the Secretary, for purposes of determining CE's compliance with the
Privacy Rule. Associate shall provide to CE a copy of any Protected Information that Associate
provides to the Secretary concurrently with providing such Protected Information to the
Secretary.
j. Minimum Necessary. Associate(and its agents or subcontractors)shall only
request, use and disclose the minimum amount of Protected Information necessary to accomplish
the purpose of the request,use or disclosure, in accordance with the Minimum Necessary
requirements of the Privacy Rule including,but not limited to 45 C.F.R. Sections 164.502(b)and
164.514(d).
k. Data Ownership. Associate acknowledges that Associate has no ownership rights
with respect to the Protected Information.
1. Retention of Protected Information. Except upon termination of the Contract as
provided in Section 4(d)of this Addendum,Associate and its subcontractors or agents shall
retain all Protected Information throughout the term of this Contract and shall continue to
maintain the information required under Section 2(h) of this Addendum for a period of six (6)
years.
m. Associate's Insurance. Associate shall maintain casualty and liability insurance
to cover loss of PHI data and claims based upon alleged violations of privacy rights through
improper use or disclosure of PHI. All such policies shall meet or exceed the minimum
insurance requirements of the Contract(e.g.,occurrence basis,combined single dollar limits,
annual aggregate dollar limits, additional insured status and notice of cancellation).
n. Notification of Breach. During the term of this Contract, Associate shall notify
CE within two business days of any suspected or actual breach of security, intrusion or
unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of data in
violation of any applicable federal or state laws or regulations. 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
Page 4 of 9
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
determining whether Associate has complied with this Addendum; provided,however,that: (i)
Associate and CE shall mutually agree in advance upon the scope, timing and location of such an
inspection; (ii) CE shall protect the confidentiality of all confidential and proprietary information
of Associate to which CE has access during the course of such inspection; and(iii) CE shall
execute a nondisclosure agreement, upon terms mutually agreed upon by the parties,if requested
by Associate. The fact that CE inspects, or fails to inspect, or has the right to inspect,
Associate's facilities, systems, books, records, agreements, policies and procedures does not
relieve Associate of its responsibility to comply with this Addendum, nor does CE's (i)failure to
detect or(ii)detection, but failure to notify Associate or require Associate's remediation of any
unsatisfactory practices, constitute acceptance of such practice or a waiver of CE's enforcement
rights under the Contract.
p. Safeguards During Transmission. Associate shall be responsible for using
appropriate safeguards to maintain and ensure the confidentiality, privacy and security of
Protected Information transmitted to CE pursuant to the Contract,in accordance with the
standards and requirements of the Privacy Rule, until such Protected Information is received by
CE, and in accordance with any specifications set forth in Attachment A.
q. Restrictions and Confidential Communications. Within ten (10) business days of
notice by CE of a restriction upon uses or disclosures or request for confidential communications
pursuant to 45 C.F.R. 164.522, Associate will restrict the use or disclosure of an individual's
Protected Information, provided Associate has agreed to such a restriction. Associate will not
respond directly to an individual's requests to restrict the use or disclosure of Protected
Information or to send all communication of Protect Information to an alternate address.
Associate will refer such requests to the CE so that the CE can coordinate and prepare a timely
response to the requesting individual and provide direction to Associate.
3. Obligations of CE.
a. Safeguards During Transmission. CE shall be responsible for using appropriate
safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to
Associate pursuant to this Contract, in accordance with the standards and requirements of the
Privacy Rule, until such PHI is received by Associate, and in accordance with any specifications
set forth in Attachment A.
b. Notice of Changes. CE shall provide Associate with a copy of its notice of
privacy practices produced in accordance with 45 C.E.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 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
Page 5 of 9
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10103
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
Page 6of9
Colorado Model BA Provision and
Addendum For New or Amended Contract~
Rev. 141U3
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 bccn joined.
d. Effect of Termination.
(1) Except as provided in paragraph(2) of this subsection, upon termination
of this Contract, for any reason, Associate shall return or destroy all Protected Information that
Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of
such Protected Information. If Associate elects to destroy the PHI, Associate shall certify in
writing to CE that such PHI has been destroyed.
(2) If Associate believes that returning or destroying the Protected
Information is not feasible, Associate shall promptly provide CE notice of the conditions making
return or destruction infeasible. Upon mutual agreement of CE and Associate that return or
destruction of Protected Information is infeasible, Associate shall continue to extend the
protections of Sections 2(a), 2(b), 2(c),2(d) and 2(e)of this Addendum to such information, and
shall limit further use of such PHI to those purposes that make the return or destruction of such
PHI infeasible.
5. Injunctive Relief CE shall have the right to injunctive and other equitable and legal
relief against Associate or any of its subcontractors or agents in the event of any use or
disclosure of Protected Information in violation of this Contract or applicable law.
6. No Waiver of Immunity. No term or condition of this Contract shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection,
or other provisions of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq. or the
Federal Tort Claims Act, 28 L'.S.C. 2671 et seq. as applicable, as now in effect or hereafter
amended.
7. Limitation of Liability. Any limitation of Associate's liability in the Contract shall be
inapplicable to the terms and conditions of this Addendum.
8. Disclaimer. CE makes no warranty or representation that compliance by Associate with
this Contract, HIPAA or the HIPAA Regulations will be adequate or satisfactory for Associate's
own purposes. Associate is solely responsible for all decisions made by Associate regarding the
safeguarding of PHI.
9. Certification. To the extent that CE determines an examination is necessary in order to
comply with CE's legal obligations pursuant to HIPAA relating to certification of its security
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.
Page 7 of 9
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
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.
Page 8of9
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
14. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary,
Associate's obligations under Section 4(d)("Effect of Termination") and Section 12 ("No Third
Party Beneficiaries") shall survive termination of this Contract and shall be enforceable by CE as
provided herein in the event of such failure to perform or comply by the Associate. This
Addendum shall remain in effect during the term of the Contract including any extensions.
15. Representatives and Notice.
a. Representatives. For the purpose of the Contract, the individuals identified
elsewhere in this Contract shall be the representatives of the respective parties. If no
representatives are identified in the Contract, the individuals listed below are hereby designated
as the parties' respective representatives for purposes of this Contract. Either party may from
time to time designate in writing new or substitute representatives.
b. Notices. All required notices shall be in writing and shall be hand delivered or
given by certified or registered mail to the representatives at the addresses set forth below.
State/Covered Entity Representative:
r,
Name: 1.;a` �.4\�. . . .
w:4..:t=.::,.^ A�"J
Department and Division: C t1IA. • a,,tl i'v ,�-
Address: s s ,ri L .�;,,, s. }. .
Contractor/Business Associate Representative:
Name: t.'
Title: Barbara Kir Byer; �liai r APR 2 5 2011
Department and Division: :..:$p.ard: .o.f.:We .d..:County..Commissioners
Address: " P.O. Box 758
Page 9 of 9
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
&D//—/D.-3r
ATTACHMENT A
This Attachment sets forth additional terms to the HIPAA Business Associate
Addendum, which is part of the Contract dated , between and
, contract number ("Contract") and is effective as of
(the"Attachment Effective Date"). This Attachment may be amended from time to time
as provided in Section 10(b)of the Addendum.
1. Additional Permitted Uses. In addition to those purposes set forth in Section 2(a)of the
Addendum, Associate may use Protected Information as follows:
None except as otherwise directed in writing by the State
2. Additional Permitted Disclosures. In addition to those purposes set forth in Section 2(b)
of the Addendum,Associate may disclose Protected Information as follows:
None except as otherwise directed in writing by the State
3. Subcontractor(s). The parties acknowledge that the following subcontractors or agents of
Associate shall receive Protected Information in the course of assisting Associate in the
performance of its obligations under this Contract:
None except as otherwise directed in writing by the State
4. Receipt. Associate's receipt of Protected Information pursuant to this Contract shall be
deemed to occur as follows, and Associate's obligations under the Addendum shall commence
with respect to such PHI upon such receipt:
Upon the effective date of the contract
5. Additional Restrictions on Use of Data. CE is a Business Associate of certain other
Covered Entities and, pursuant to such obligations of CE, Associate shall comply with the
following restrictions on the use and disclosure of Protected Information:
As may be directed in writing by the State
Page 1 of 2
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10103
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]
None
Page 2 of 2
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
SUPPLEMENTAL CLAUSES FOR SERVICES
1. Vendor shall obtain,and maintain at his own expense and at all times during the term of this Purchase Order,and any extension thereof,
the following insurance:
A. Standard Workers'Compensation and Employer Liability as required by state statute,including occupational disease;covering all
employees on or off the work site,acting within the course and scope of their employment.
B. General Personal injury,Automobile Liability, including bodily injury,personal injury and property damage,with the following minimum
coverage:
1. Occurrence based policy: combined single limit of S!,000,000 or Claims-Made policy:combined single limit of 51,000,000 plus en
endorsement that extends coverage two years beyond the policy expiration date.
2. Annual Aggregate limit policy: Not less than S1,000,000 plus agreement that vendor will purchase additional insurance to replenish the
limit to S1,000,000 if claims reduce the annual aggregate below 5600,000
C. Whea required by the State,Profexsiocal LEsbliity.
D. The State of Colorado shall be named as en additional insured on all liability policies,except for Professional Liability.
E. The insurance shall include provisions preventing cancellation without 45 calendar days prior written notice to the State by certified mail. In the
event of cancellation of such coverage,vendor shall immediately notify the State of cancellation.
F. Vendor shall provide certificates of adequate insurance coverage to the State within 7 working days of receipt of award and PRIOR to beginning
work,unless otherwise provided
Q. Vendor shall provide such other insurance as may be required by law,or in a specific solicitation.
2.Vendor certifies that it has currently in effect all necessary licenses,approvals, insurance,etc.,required by law and this Department to
provide the services covered by this purchase order.
3.The Vendor shall maintain a complete file of all records and any other materials which pertain to the delivery of services hereunder for a
period of three(3)years after the termination date hereof or until resolution of any pending audit, and shall permit access thereto,at no cost
to the State. All materials which are established by the Vendor which relate to the performance of services hereunder shall be the property of
the State.
4. Vendor shall protect the confidentiality of all applicant/recipient records and other materials maintained pursuant to this Purchase Order.
No such information shall be released except for program administration purposes or with the subject individual's prior written consent.
5. Vendor shall permit the monitoring,by duly authorized public employees or their agents,of all activities conducted by the Vendor
hereunder. Such monitoring may consist of internal evaluation procedures,examination of data, formal audit, on-site checking,or any other
reasonable procedure.
6.Vendor shall fully disclose to the State any relationship(s)it has with a third party where such relationship is in opposition or conflict to its
relationship with the State under this Purchase Order.
7.This Purchase Order provides for the acquisition of services from the Vendor. The duties and obligations of the Vendor arising hereunder
cannot be assigned,delegated nor subcontracted without the express prior written consent of the State.
8.The Vendor shall be responsible for the results of the work to be undertaken.The Vendor is not subject to the State's control as to the
means and methods of accomplishing the work.The Vendor shall select Its clients and Is free to work for one or more during any given
interval.Except as otherwise set forth herein,the Vendor shall provide the tools materials and office space needed to perform the work.The
Vendor shall perform specific services hereunder for a fixed price and shall not receive regular payments at stated intervals.If the Vendor is a
past employee of the State of Colorado,the Vendor shall forthwith provide the State with a written statement of explanation of such
employment, including the last date of employment.
9.Neither the Vendor, nor its employees or agents,are entitled to worker's compensation benefits from the State a result of the work
to be performed hereunder.The Vendor is obligated to pay federal and state Income tar on any moneys earned pursuant to this
Purchase Order.
10.The Vendor represents and warrants to the State that it and its employees and agents have the requisite training,skill,experience, and
qualifications to provide the services contemplated by this Purchase Order.
11.This Purchase Order contains the entire agreement of the parties.
:ti
1.Offer/Acceptance.If this purchase order("PO")refers to 8.Inspection and Acceptance.Final acceptance is contingent
vendor's bid or proposal.this PO is an ACCEPTANCE of upon completion of all applicable inspection procedures. If
vendor's OFFER TO SELL in accordance with the terms and products or services fail to meet any inspection requirements,
conditions of the"solicitation"identified in vendor's bid or buyer may exercise all of its rights,including those provided in
proposal.The solicitation includes an RFP, [FB,or any other form the CUCC.Buyer shall have the right to inspect services provided
of order by buyer.If a bid or proposal is not referenced,this PO is under this PO at all reasonable times and places."Services" as
an OFFER TO BUY,subject to vendor's acceptance, used in this section includes services performed or tangible
demonstrated by vendor's performance or written acceptance of material produced or delivered in the performance of services.If
this PO. Any COUNTER-OFFER TO SELL automatically any of the services do not conform to PO requirements,buyer
CANCELS this PO,unless a change order is issued by buyer may require vendor to perform the services again in conformity
accepting a counter-offer.This PO shall supersede and control with PO requirements,without additional payment.When defects
over any vendor form(s)or part(s)thereof included in or attached in the quality or quantity of service cannot be corrected by re-
to any bid,proposal,offer,acknowledgment,or otherwise, in the performance,buyer may(a)require vendor to take necessary
event of inconsistencies or contradictions.regardless of any action to ensure that future performance conforms to PO
statement to the contrary in such form(s)or parts thereof. 2. requirements and(b)equitably reduce the payment due vendor to
Safety Information.All chemicals,equipment and materials reflect the reduced value of the services performed.These
proposed and/or used in the performance of this PO shall conform remedies do not limit the remedies otherwise available in this PO,
to the requirements of the Occupational Safety and Health Act of at law,or in equity.
1970.Vendor shall furnish all Material Safety Data Sheets 9.Cash Discount.The cash discount period will start from the
(MSDS)for any regulated chemicals,equipment or hazardous later of the date of receipt of acceptable invoice,or from date of
materials at the time of delivery. receipt of acceptable products/services at the specified destination
3.Changes.Vendor shall furnish products and/or services strictly by an authorized buyer representative.
in accordance with the specifications and price set forth for each 10.Taxes.Buyer and the State are exempt from all federal excise
item.This PO shall not be modified,superseded or otherwise taxes under Chapter 32 of the internal Revenue Code[No. 84-
altered,except in writing signed by purchasing agent and accepted 730123K]and from all State and local government sales and use
by vendor.Each shipment received or service performed shall taxes[CRS,Title 39,Article 26.Parts I and II].Such exemptions
comply with the terms of this PO,notwithstanding invoice terms apply when materials are purchased for the benefit of State,
or acts of vendor to the contrary,unless this PO has been except that in certain political subdivisions(e.g.,City of Denver)
modified,superseded or otherwise altered in accordance with this vendor may be required to pay sales or use taxes even though the
section- ultimate product or service is provided to buyer.Buyer shall not
4.Delivery.Unless otherwise specified in the solicitation or this reimburse such sales or use taxes.
PO,delivery shall be FOB destination. Buyer is relying on the 11.Payment.Buyer shall pay vendor for all amounts due within
promised delivery date,installation,and%or service performance 45 days after receipt of products or services and a correct notice
set forth in vendor's bid or proposal as material and basic to of amount due.Interest on the unpaid balance shall begin to
buyer's acceptance.If vendor fails to deliver or perform as and accrue on the 46th day at the rate set forth in CRS§24-30-202(24)
when promised,buyer, in its sole discretion,may cancel its order, until paid in full.Interest shall not accrue if a good faith dispute
or any part thereof,without prejudice to its other rights,return all exists as to buyer's obligation to pay all or a portion of the amount
or part of any shipment so made,and charge vendor with any loss due.Vendor shall invoice buyer separately for interest on
or expense sustained as a result of such failure to deliver or delinquent amounts due,referencing the delinquent payment,
perform as promised.Time is of the essence. number of day's interest to be paid,and applicable interest rate.
5.Intellectual Property.Any software,research,reports,studies, 12.Vendor Offset.[Not Applicable to Inter-governmental POs]
data,photographs,negatives or other documents.drawings or Under CRS §24-30-202.4(3.5),the State Controller may withhold
materials(collectively payment under the State's vendor offset intercept system for debts
"materials")delivered by vendor in performance of its owed to State agencies for:(a)unpaid child support debts or
obligations under this PO shall be the exclusive property of buyer. arrearages;(b)unpaid balances of tax,accrued interest,or other
Ownership rights shall include,but not be limited to,the right to charges specified in CRS §39-21-101,et seq.;(c)unpaid loans
copy,publish,display,transfer,prepare derivative works;or due to the Student Loan Division of the Department of Higher
otherwise use the materials.Vendor shall comply with all Education;(d)amounts required to be paid to the Unemployment
applicable Cyber Security Policies of the State of Colorado(the Compensation Fund;and(e)other unpaid debts owing to the State
"State"),or buyer,as applicable,and all confidentiality and non- as a result of final agency determination or judicial action.
disclosure agreements,security controls,and reporting 13.Assignment and Successors.Vendor shall not assign rights
requirements. or delegate duties under this PO,or subcontract any part of the
6.Quality.Buyer shall be the sole judge in determining"equals" performance required under this PO,without the express,written
with regard to quality,price and performance.All products consent of buyer.This PO shall inure to the benefit of and be
delivered shall be newly manufactured and the current model, binding upon vendor and buyer and their respective successors
unless otherwise specified. and assigns.Assignment of accounts receivable may be made
7.Warranties.All provisions and remedies of the Colorado only upon written notice furnished to buyer.
Uniform Commercial Code,CRS,Title 4("CUCC"),relating to 14. Indemnification.If any article sold or delivered under this
implied and/or express warranties arc incorporated herein,in PO is covered by a patent,copyright,trademark,or application
addition to any warranties contained in this PO or the therefore.vendor shall indemnify and hold harmless buyer from
specifications. any and all loss,liability,cost,expenses and legal tees incurred on
account of any claims,legal actions or judgments arising out of costs incurred in curing,completing or procuring similar goods
manufacture,sale or use of such article in violation or and services.(c)if after rejection,revocation,or other termination
infringement of rights under such patent,copyright,trademark or of vendor's right to proceed under the CUCC or this clause,buyer
application. If this PO is for services,vendor shall indemnify, determines for any reason that vendor was not in default or the
save,and hold harmless buyer,its employees and agents,against delay was excusable,the rights and obligations of buyer and
any and all claims,damages,liability and court awards including vendor shall be the same as if the notice of termination had been
costs,expenses,and attorney fees and related expenses,incurred issued pursuant to termination under§21.
as a result of any act or omission by vendor,or its employees, 21.Termination in Public Interest.Buyer is entering into this
agents,subcontractors or assignees,arising out of or in connection PO for the purpose of carrying out the public policy of the State,
with performance of services under this PO. as determined by its Governor,General Assembly,and Courts.If
15. independent Contractor.Vendor shall perform its duties this PO ceases to further the public policy of the State,buyer,in
hereunder as an independent contractor and not as an employee. its sole discretion,may terminate this PO in whole or in part and
Neither vendor nor any agent or employee of vendor shall be such termination shall not be deemed to be a breach of buyer's
deemed to be an agent or employee of buyer. Vendor and its obligations hereunder.This section shall not apply to a
employees and agents are not entitled to unemployment insurance termination for vendor's breach,which shall be governed by§20.
or workers compensation benefits through buyer and buyer shall Buyer shall give written notice of termination to vendor
not pay for or otherwise provide such coverage for vendor or any specifying the part of the PO terminated and when termination
of its agents or employees.Unemployment insurance benefits will becomes effective.Upon receipt of notice of termination,vendor
be available to vendor and its employees and agents only if' shall not incur further obligations except as necessary to mitigate
coverage is made available by vendor or a third party. Vendor costs of performance.For services or specially manufactured
shall pay when due all applicable employment,income,and local goods,buyer shall pay(a)reasonable settlement expenses,(b)the
head taxes incurred pursuant to this PO.Vendor shall not have PO price or rate for supplies and services delivered and accepted,
authorization,express or implied,to bind buyer to any agreement, (c)reasonable costs of performance on unaccepted supplies and
liability or understanding,except as expressly set forth herein. services,and(d)a reasonable profit for the unaccepted work.For
Vendor shall(a)provide and keep in force workers'compensation existing goods,buyer shall pay(e)reasonable settlement
and unemployment compensation insurance in the amounts expenses,(f)the PO price for goods delivered and accepted,(g)
required by law,(b)provide proof thereof when requested by reasonable costs incurred in preparation for delivery of the
buyer,and(c)be solely responsible for its acts and those of its undelivered goods,and(h)a reasonable profit for the preparatory
employees and agents. work.Buyer's termination liability under this section shall not
16.Communication.All communication concerning exceed the total PO price plus a reasonable cost for settlement
administration of this PO,prepared by vendor for buyer's use, expenses.Vendor shall submit a termination proposal and
shall be furnished solely to purchasing agent. reasonable supporting documentation,and cost and pricing data as
17.Compliance.Vendor shall strictly comply with all applicable required by CRS§24-106-101,upon request of buyer.
federal and state laws,rules,and regulations in effect or hereafter 22.PO Approval.This PO shall not be valid unless it is executed
established,including,without limitation,laws applicable to by purchasing agent.Buyer shall not be responsible or liable for
discrimination and unfair employment practices.The Federal products or services delivered or performed prior to proper
Funding Accountability and Transparency Act of 2006(Public execution hereof.
Law 109-282),as amended by§6062 of Public Law 110-252, 23.Fund Availability.Financial obligations of buyer payable
including without limitation all data reporting requirements after the current fiscal year are contingent upon funds for that
required there under. This Act is also referred to as FFATA. purpose being appropriated,budgeted and otherwise made
18.Insurance.Vendor shall obtain,and maintain,at all times available.It'this PO is funded in whole or in part with federal
during the term of this PO,insurance as specified in the funds,this PO is subject to and contingent upon the continuing
solicitation,and provide proof of such coverage as requested by availability of federal funds for the purposes hereof. Buyer
purchasing agent. represents that it has set aside sufficient funds to make payment
19.Termination Prior to Shipment.If vendor has not accepted for goods delivered in a single installment,in accordance with the
this PO in writing,buyer may cancel this PO by written or oral terms of this PO.
notice to vendor prior to shipment of goods or commencement of 24.Choice of Law.State laws,rules and regulations shall be
services. applied in the interpretation,execution,and enforcement of this
20.Termination for Cause.(a)If vendor refuses or fails to PO.The CUCC shall govern this PO in the case of goods unless
timely and properly perform any of its obligations under this PO otherwise agreed in this PO.Any provision included or
with such diligence as will ensure its completion within the time incorporated herein by reference which conflicts with such laws,
specified herein,buyer may notify vendor in writing of non- rules,and regulations is null and void.Any provision incorporated
performance and,if not corrected by vendor within the time herein by reference which purports to negate this or any other
specified in the notice,terminate vendor's right to proceed with provision in this PO in whole or in part shall not be valid or
the PO or such part thereof as to which there has been delay or a enforceable or available in any action at law,whether by way of
failure.Vendor shall continue performance of this PO to the complaint,defense,or otherwise. Unless otherwise specified in
extent not terminated and he liable for excess costs incurred by the solicitation or this PO,venue for any judicial or administrative
buyer in procuring similar goods or services elsewhere. Payment action arising out of or in connection with this PO shall be in
for completed services performed and accepted shall be at the Denver,Colorado.Vendor shall exhaust administrative remedies
price set forth in this PO. (b)Buyer may withhold amounts due to in CRS*24-109-106,prior to commencing any judicial action
vendor as buyer deems necessary to reimburse buyer for excess against buyer.
25. Public Contracts for Services.[Not.4pplicable to offer,
issuance,or sale of securities,investment advisory services,fund
management services,sponsored projects,intergovernmental
POs,or
information technology services or products and services]
Vendor certifies,warrants,and agrees that it does not knowingly
employ or contract with an illegal alien who will perform work
under this PO and will confirm the employment eligibility of all
employees who are newly hired for employment in the United
States to perform work under this PO,through participation in the
E-Verify Program or the Department program established
pursuant to CRS g8-17.5-102(5)(c),Vendor shall not knowingly
employ or contract with an illegal alien to perform work under
this PO or enter into a contract or PO with a subcontractor that
fails to certify to vendor that the subcontractor shall not
knowingly employ or contract with an illegal alien to perform
work under this PO.Vendor shall(a)not use E-Verify Program or
Department program procedures to undertake pre-employment
screening of job applicants during performance of this PO,(b)
notify subcontractor and buyer within three days if vendor has
actual knowledge that subcontractor is employing or contracting
with an illegal alien for work under this PO,(c)terminate the
subcontract if subcontractor does not stop employing or
contracting with the illegal alien within three days of receiving
notice,and(d)comply with reasonable requests made in the
course of an investigation,undertaken pursuant to CRS*8-17.5-
102(5),by the Colorado Department of Labor and Employment. If
vendor participates in the Department program,vendor shall
deliver to the buyer a written,notarized affirmation that vendor
has examined the legal work status of such employee,and shall
comply with all of the other requirements of the Department
program.If vendor fails to comply with any requirement of this
provision or CRS§8-17.5-101 et seq.,buyer may terminate this
PO for breach and,if so terminated,vendor shall be liable for
damages.
26.Public Contracts with Natural Persons.Vendor, if a natural
person eighteen(18)years of age or older,hereby swears and
affirms under penalty of perjury that he or she(a)is a citizen or
otherwise lawfully present in the United States pursuant to federal
law,(b)shall comply with the provisions of CRS§24-76.5-10 1 et
seq.,and(c)has produced a fonn of identification required by
CRS§24-76.5-103 prior to the date vendor delivers goods or
begins performing services under terms of the PO.
Hello