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Home My WebLink About20100734.tiff RESOLUTION RE: APPROVE CONTRACT FOR COLORADO PREVENTION PARTNERS STRATEGIC PREVENTION FRAMEWORK STATE INCENTIVE GRANT 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 Contract for the Colorado Prevention Partners Strategic Prevention Framework State Incentive Grant between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, with the Department of Human Services acting as the Fiscal Agent on behalf of North Range Behavioral Health, and the Colorado Department of Human Services, Division of Behavioral Health, commencing March 15, 2010, and ending September 29, 2010, 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 Colorado Prevention Partners Strategic Prevention Framework State Incentive Grant between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County,with the Department of Human Services acting as the Fiscal Agent on behalf of North Range Behavioral Health, and the Colorado Department of Human Services, Division of Behavioral Health, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said contract. /45D 4/029//0 2010-0734 HR0081 CONTRACT FOR COLORADO PREVENTION PARTNERS STRATEGIC PREVENTION FRAMEWORK STATE INCENTIVE GRANT PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 12th day of April, A.D., 2010, nunc pro tunc March 15, 2010. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO i 111,, j- ATTEST: 5^a'_g " ,! y,: a' :•� \ .�� • '. �1 ; _p •I-- Radem- her, C - r Weld County Clerk to the B.�F961 I. �� !` - rbara Kirkmeyer, Pr.-Tem D-.uty Cle k o the Boar. Sean . C y G APPR AS TO F V V �. William F. Garcia oun y Attorney EXCUSED David E. Long Date of signature: 2010-0734 HR0081 MEMORANDUM DATE: April 8, 2010 TO: Douglas Rademacher, Chair, Board of County Commissioners � ttm 4' > O FROM: Judy A. Griego, Director, Human SbrGi�e�s fTepaftmhrl) COLORADO .) RE: Contract between the Weld County Department of Human Services and the Colorado Department of Human Services for the Colorado Prevention Partners Enclosed for Board approval is the Contract between the Department and the Colorado Department of Human Services for the Colorado Prevention Partners. This Contract was presented at the Board's April 5, 2010, Work Session. As background information, the Board entered into a FY 2007 Colorado Prevention Partners Contract with the Colorado Department of Human Services. Funding was awarded under a non- competitive "Colorado Prevention Partners" application, which was submitted on behalf of Weld County's Interagency Oversight Group(HB04-1451, "Collaborative Management of Multi-agency Services Provided to Children and Families), and at the request of the Governor's Office. The Department continues to act as the Fiscal Agent. North Range will act as the Program Administrator. Under this Agreement, the Youth and Family Connections, formerly known as the Weld County Juvenile Assessment Center(JAC), acting as the Interagency Oversight Group(IOG), provides oversight for the Project. The source of funding is through the Colorado Department of Human Services' Alcohol and Drug Abuse Division. The period of the Agreement is March 15, 2010 through September 29, 2010. If you have questions, please give me a call at extension 6510. 2010-0734 a DEPARTMENT OF HUMAN SERVICES ROUTING NO. 10 IHM 13553 CONTRACT This contract is made and entered into by and between the named parties. In accordance with the purposes stated herein, it is hereby agreed as follows: STATE: CONTRACTOR: State of Colorado for the use&benefit of the Weld County Department of Human Services Department of Social Services Division of Behavioral Health P.O.Box A 3824 W.Princton Circle Greeley,CO 80632 Denver,CO 80236 CONTRACT MADE DATE: CONTRACTOR'S ENTITY TYPE: 03/01/2010 Government CONTRACTOR'S STATE OF INCORPORATION: PO/SC ENCUMBRANCE NUMBER: N/A PO IHA ADA10000016 BILLING STATEMENTS RECEIVED: TERM: Monthly This contract shall be effective upon approval STATUTORY AUTHORITY: by the State Controller,or designee,or on C.R.S. § 25-1-206 03/15/2010,whichever is later. The contract CONTRACT PRICE NOT TO EXCEED: shall end on 09/29/2010. $161,228.00 MAXIMUM AMOUNT AVAILABLE PER FISCAL YEAR PROCUREMENT METHOD: FY 10: $80,614.00 Exempt FY 11: $80,614.00 BID/RFP/LIST PRICE AGREEMENT NUMBER Not Applicable LAW SPECIFIED VENDOR STATUTE: PRICE STRUCTURE: Not Applicable Cost Reimbursement FUND SOURCE-NAME OF FEDERAL PROGRAM/GRANT AND FUNDS ID# 1 H79SP016273 100 IHM STATE REPRESENTATIVE: CONTRACTOR REPRESENTATIVE: Janet Wood Division of Behavioral Health Contractor Name Per Above 3824 W. Princeton Circle P.O. Box A Denver, CO 80236 Greeley, CO 80632 SCOPE OF WORK In accordance with the provisions of this contract and its exhibits and attachments, the Contractor shall: Reduce the 30-day binge drinking among Latino high school youth . For Contract Wizard Version 3.10 Page 1 of 13 Revised 02/08/10 Colorado Department of Fluman Services Division of Contract Management ,?eve EXHIBITS: The following exhibits are hereby incorporated: Exhibit A- Statement of Work Exhibit B- Additional Provisions Exhibit C- Budget Exhibit D- Sample Option Letter Exhibit E- Sample HIPAA Business Associate Addendum COORDINATION: The State warrants that required approval, clearance and coordination has been accomplished from and with appropriate agencies. APPROVAL: In no event shall this contract be deemed valid until it shall have been approved by the State Controller or his/her designee. PROCUREMENT: This contractor has been selected in accordance with the requirements of the Colorado Procurement Code. PRICE PROVISIONS: Payments pursuant to this contract shall be made as earned, in whole or in part, from available funds, encumbered for the purchase of the described services and/or deliverables. The liability of the State at any time for such payments shall be limited to the encumbered amount remaining of such funds. Authority exists in the laws and funds have been budgeted, appropriated and otherwise made available, and a sufficient unencumbered balance thereof remains available for payment. Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. The Contractor understands and agrees that the State shall not be liable for payment for work or services or for costs or expenses incurred by the Contractor prior to the proper execution and State Controller approval of this contract. For Contract Wizard Version 3.10 Page 2 of 13 Revised 02/08/10 Colorado Department of Human Services Division of Contract Management GENERAL PROVISIONS The following clauses apply to this contract: documents in the following order of priority: 1) the Special Provisions of this contract shall always be A. Governmental Immunity/Limitation of Liability: controlling over other provisions in the contract or Notwithstanding anything herein to the contrary, amendments; 2) the contract "cover" pages; 3) the no term or condition of this contract shall be exhibits to this contract 4) the General Provisions construed or interpreted as a waiver, express or of this contract. implied, of any of the immunities, rights, benefits, protection, or other provisions of the "Colorado E. Notice and Representatives: For the purposes of this Governmental Immunity Act", C.R.S. §24-10-101, contract, the representative for each party is as et seq., as now or hereinafter amended. The parties designated herein. Any notice required or permitted understand and agree that the liability of the State may be delivered in person or sent by registered or for claims for injuries to persons or property certified mail,return receipt requested,to the party at arising out of negligence of the State of Colorado, the address provided, and if sent by mail it is its departments, institutions, agencies, boards, effective when posted in a U.S. Mail Depository officials and employees is controlled and limited with sufficient postage attached thereto. Notice of by the provisions of C.R.S. §24-10-101, et seq., as change of address or change or representative shall now or hereafter amended and the risk be treated as any other notice. management statutes, C.R.S. §24-30-1501, et seq., as now or hereafter amended. Any liability of the F. Contractor Representations: State created under any other provision of this 1. Licenses and Certifications: The Contractor contract, whether or not incorporated herein by certifies that, at the time of entering into this reference, shall be controlled by, limited to, and contract, it and its agents have currently in otherwise modified so as to conform with, the effect all necessary licenses, certifications, above cited laws. approvals, insurance, etc. required to properly provide the services and/or supplies covered B. Federal Funds Contingency: Payment pursuant to by this contract in the state of Colorado. Proof this contract, if in federal funds, whether in whole of such licenses, certifications, approvals, or in part, is subject to and contingent upon the insurance, etc. shall be provided upon the continuing availability of federal funds for the State's request. Any revocation, withdrawal or purposes hereof. In the event that said funds, or nonrenewal of necessary license, certification, any part thereof, become unavailable, as approval, insurance, etc. required for the determined by the State, the State may Contractor to properly perform this contract, immediately terminate this contract or amend it shall be grounds for termination of this accordingly. contract by the State. 2. Qualification: Contractor certifies that it is C. Billing Procedures: The State shall establish billing qualified to perform such services or provide procedures and requirements for payment due the such deliverables as delineated in this contract. Contractor in providing performance pursuant to this 3. Debarment and Suspension: The Contractor contract. The Contractor shall comply with the certifies to the best of its knowledge and belief established billing procedures and requirements for that the Contractor, its principals and authorized submission of billing statements. The State shall subcontractors are not presently debarred, comply with CRS 24-30-202(24) when paying suspended, proposed for debarment, declared vendors upon receipt of a correct notice of the ineligible, or voluntarily excluded from amount due for goods or services provided participation in this transaction by any federal hereunder. department or agency. 4. Work Performed Outside the United States or D. Exhibits- Interpretation: Unless otherwise stated, all Colorado,pursuant to C.R.S. §24-102-206: The referenced exhibits are incorporated herein and made Contractor certifies all work performed under a part of this contract. And, unless otherwise stated, this Contract, including any subcontracts, is in the event of conflicts or inconsistencies between anticipated to be and will be performed within this contract and its exhibits or attachments, such the United States or Colorado, unless otherwise conflicts shall be resolved by reference to the specified in the Statement of Work. If work For Contract Wizard Version 3.10 Page 3 of 13 Revised 02/08/10 Colorado Department of Human Services Division of Contract Management under this Contract is anticipated to be or will a. $1,000,000 each occurrence; be performed outside the United States or b. $1,000,000 general aggregate; Colorado, the countries and/or states where c. $1,000,000 products and completed work will be performed, and the reasons it is operations aggregate; and necessary or advantageous to go outside the d. $50,000 any one fire. United States or Colorado to perform the work are also specified in the Statement of Work. If any aggregate limit is reduced below $1,000,000 because of claims made or paid, G. Legal Authority: The Contractor warrants that it the contractor shall immediately obtain possesses the legal authority to enter into this additional insurance to restore the full contract and that it has taken all actions required aggregate limit and furnish to the State a by its procedures, by-laws, and/or applicable law certificate or other document satisfactory to to exercise that authority, and to lawfully authorize the State showing compliance with this its undersigned signatory to execute this contract provision. and bind the Contractor to its terms. The person(s) executing this contract on behalf of the Contractor e. Automobile Liability Insurance covering warrant(s) that such person(s) have full any auto (including owned, hired and authorization to execute this contract. non-owned autos) with a minimum limit as follows: $1,000,000 each accident H. Indemnification: Contractor shall indemnify, combined single limit. save, and hold harmless the State, its employees I Professional liability insurance with and agents, against any and all claims, damages, minimum limits of liability of not less liability and court awards including costs, than $1,000,000. expenses, and attorney fees and related costs. 3. The State of Colorado shall be named as incurred as a result of any act or omission by additional insured on the Commercial General Contractor, or its employees, agents, Liability and Automobile Liability Insurance subcontractors, or assignees pursuant to the terms policies(leases and construction contracts will of this contract. require the additional insured coverage for completed operations on endorsements CG [Applicable Only to Intergovernmental 2010 11/85, CG 2037, or equivalent). Contracts) No term or condition of this contract Coverage required of the contract will be shall be construed or interpreted as a waiver, primary over any insurance or self-insurance express or implied, of any of the immunities, program carried by the State of Colorado. rights, benefits, protection, or other provisions, of 4. The Insurance shall include provisions the Colorado Governmental Immunity Act, CRS preventing cancellation or non-renewal §24-10-101 et seq., or the Federal Tort Claims without at least 45 days prior notice to the Act, 28 U.S.C. 2671 et seq., as applicable, as now State by certified mail. or hereafter amended. 5. The contractor will require all insurance policies in any way related to the contract and I. Insurance - Contractor: The contractor shall secured and maintained by the contractor to obtain, and maintain at all times during the term of include clauses stating that each carrier will this contract, insurance in the following kinds and waive all rights of recovery, under amounts: subrogation or otherwise, against the State of 1. Workers' Compensation Insurance as required Colorado, its agencies, institutions, by state statute, and Employer's Liability organizations, officers, agents, employees and Insurance covering all of contractor's volunteers. employees acting within the course and scope 6. All policies evidencing the insurance of their employment. coverages required hereunder shall be issued 2. Commercial General Liability Insurance by insurance companies satisfactory to the written on ISO occurrence form CG 00 01 State. 10/93 or equivalent, covering premises 7. The contractor shall provide certificates operations, fire damage, independent showing insurance coverage required by this contractors, products and completed contract to the State within 7 business days of operations, blanket contractual liability, the effective date of the contract, but in no personal injury, and advertising liability with event later than the commencement of the minimum limits as follows: services or delivery of the goods under the For Contract Wizard Version 3.10 Page 4 of 13 Revised 02/08/10 Colorado Department of Human Services Division of Contract Management contract. No later than 15 days prior to the accompanying the intellectual property or expiration date of any such coverage, the otherwise, shall comply with the State contractor shall deliver the State certificates of requirements which include but is not limited to all insurance evidencing renewals thereof At documentation being in a paper, human readable any time during the term of this contract, the format which is useable by one who is reasonably State may request in writing, and the proficient in the given subject area. contractor shall thereupon within 10 days supply to the State, evidence satisfactory to L. Proprietary Information: Proprietary information for the State of compliance with the provisions of the purpose of this contract is information relating to this section. a party's research, development, trade secrets, 8. Notwithstanding subsection A of this section, business affairs, internal operations and management if the contractor is a"public entity" within the procedures and those of its customers, clients or meaning of the Colorado Governmental affiliates, but does not include information lawfully Immunity Act CRS 24-10-101, et seq., as obtained by third parties, which is in the public amended ("Act'), the contractor shall at all domain,or which is developed independently. times during the term of this contract maintain only such liability insurance, by commercial Neither party shall use or disclose directly or policy or self-insurance, as is necessary to indirectly without prior written authorization any meet its liabilities under the Act. Upon request proprietary information concerning the other party by the State, the contractor shall show proof obtained as a result of this contract. Any proprietary of such insurance satisfactory to the State. information removed from the State's site by the Contractor in the course of providing services under J. Disaster Planning and Pandemic Outbreaks: The this contract will be accorded at least the same State may require the Contractor to submit a precautions as are employed by the Contractor for Disaster Response Plan(Plan)to ensure the similar information in the course of its own business. delivery hereunder of essential government services during a disaster, declared emergency, M. Records Maintenance, Performance Monitoring & and/or pandemic outbreak. The Plan would take Audits: The Contractor shall maintain a complete precedence over and nullify any contractual file of all records, documents, communications, provision relating to force majeure or"Acts of and other materials that pertain to the operation of God."Accordingly, should the work performed by the program/project or the delivery of services the Contractor under this contract include the under this contract. Such files shall be sufficient to provision of any essential government services, the properly reflect all direct and indirect costs of State may request a Plan from the Contractor,and, labor, materials, equipment, supplies and services, upon such request,the Contractor shall forthwith and other costs of whatever nature for which a submit a Plan, and the Contractor shall be bound to contract payment was made. These records shall perform hereunder in accordance therewith. be maintained according to generally accepted accounting principles and shall be easily separable K. Rights in Data, Documents and Computer from other Contractor records. Software or Other Intellectual Property: All intellectual property including without The Contractor shall protect the confidentiality of limitation, databases, software, documents, all records and other materials containing research, programs and codes, as well as all, personally identifying information that are reports, studies, data, photographs, negatives or maintained in accordance with this contract. other documents, drawings or materials prepared Except as provided by law, no information in by the contractor in the performance of its possession of the Contractor about any individual obligations under this contract shall be the constituent shall be disclosed in a form including exclusive property of the State. Unless otherwise identifying information without the prior written stated, all such materials shall be delivered to the consent of the person in interest, a minor's parent, State by the contractor upon completion, guardian, or the State. The Contractor shall have termination, or cancellation of this contract. written policies governing access to, duplication Contractor shall not use, willingly allow or cause and dissemination of, all such information and to have such materials used for any purpose other advise its agents, if any, that they are subject to than the performance of the contractor's these confidentiality requirements. The Contractor obligations under this contract without a prior shall provide its agents, if any, with a copy or written consent of the State. All documentation, written explanation of these confidentiality For Contract Wizard Version 3.10 Page 5 of 13 Revised 02/08/10 Colorado Department of Human Services Division of Contract Management requirements before access to confidential data is O. Conflict of Interest: During the term of this permitted. contract, the Contractor shall not engage in any business or personal activities or practices or The Contractor authorizes the State, the federal maintain any relationships which conflict in any government or their designee, to perform audits way with the Contractor fully performing his/her and/or inspections of its records, at any reasonable obligations under this contract. time, to assure compliance with the state or federal government's terms and/or to evaluate the Additionally, the Contractor acknowledges that, in Contractor's performance. Any amounts the State governmental contracting, even the appearance of paid improperly shall be immediately returned to a conflict of interest is harmful to the interests of the State or may be recovered in accordance with the State. Thus, the Contractor agrees to refrain other remedies. from any practices, activities or relationships which could reasonably be considered to be in All such records, documents, communications, and conflict with the Contractor's fully performing other materials shall be the property of the State his/her obligations to the State under the terms of unless otherwise specified herein and shall be this contract, without the prior written approval of maintained by the Contractor, for a period of three the State. (3) years from the date of final payment or submission of the final federal expenditure report In the event that the Contractor is uncertain under this contract, unless the State requests that whether the appearance of a conflict of interest the records be retained for a longer period, or until may reasonably exist, the Contractor shall submit an audit has been completed with the following to the State a full disclosure statement setting forth qualification. If an audit by or on behalf of the the relevant details for the State's consideration federal and/or state government has begun but is and direction. Failure to promptly submit a not completed at the end of the three (3) year disclosure statement or to follow the State's period, or if audit findings have not been resolved direction in regard to the apparent conflict shall be after a three (3) year period, the materials shall be grounds for termination of the contract. retained until the resolution of the audit findings. Further, the Contractor shall maintain a written The Contractor shall permit the State, any other code of standards governing the performance of its governmental agency authorized by law, or an agent(s) engaged in the award and administration authorized designee thereof, in its sole discretion, of contracts. Neither the Contractor nor its to monitor all activities conducted by the agent(s) shall participate in the selection, or in the Contractor pursuant to the terms of this contract. award or administration of a contract or Monitoring may consist of internal evaluation subcontract supported by Federal funds if a procedures,reexamination of program data, special conflict of interest, real or apparent, would be analyses, on-site verification, formal audit involved. Such a conflict would arise when: examinations, or any other procedures as deemed I. The employee, officer or agent; reasonable and relevant. All such monitoring shall 2. Any member of the employee's immediate be performed in a manner that will not unduly family; interfere with contract work. 3. The employee's partner; or 4. An organization which employees, or is about N. Taxes: The State, as purchaser, is exempt from all to employ,any of the above, federal excise taxes under Chapter 32 of the has a financial or other interest in the firm selected Internal Revenue Code [No. 84-730123K] and for award. Neither the Contractor nor its agent(s) from all state and local government use taxes will solicit nor accept gratuities, favors, or [C.R.S. §39-26-114(a) and 203, as amended]. The anything of monetary value from Contractor's contractor is hereby notified that when materials potential contractors, or parties to subagreements. are purchased for the benefit of the State, such exemptions apply except that in certain political P. Conformance with Law: The Contractor and its subdivisions the vendor may be required to pay agent(s) shall at all times during the term of this sales or use taxes even though the ultimate product contract strictly adhere to all applicable federal or service is provided to the State. These sales or laws, state laws, Executive Orders and use taxes will not be reimbursed by the State. implementing regulations as they currently exist and may hereafter be amended. Without limitation, these federal laws and regulations include: For Contract Wizard Version 3.10 Page 6 of 13 Revised 02/08/10 Colorado Department of Human Services Division of Contract Management • Age Discrimination Act of 1975, 42 U.S.C. Q. Restrictions on Public Benefits: Pursuant to House Section 6101 et seq. and its implementing Bill 06S-1023,as codified at C.R.S. §24-76.5-101 et regulation,45 C.F.R. Part 91; seq., except as otherwise provided therein or where • Age Discrimination in Employment Act of exempt by federal law,the State is required to verify 1967,29 U.S.C.621 et seq.; the lawful presence in the United States of each • Americans with Disabilities Act of 1990 natural person 18 years of age or older who applies (ADA),42 U.S.C. 12101 et seq.; for state or local public benefits or for federal public • The Drug Free Workplace Act of 1988, 41 benefits for the applicant. Accordingly, should the U.S.C.701 et seq.; work performed by the Contractor under this • Equal Pay Act of 1963,29 U.S.C.206; contract include the provision of any of said benefits • Health Insurance Portability and to any natural person 18 years of age or older who Accountability Act of 1996, 42 U.S.C. applies therefore for the applicant, the Contractor § 1320d et seq. and implementing regulations, shall follow the requirements of said law in the 45 C.F.R. Parts 160 and 164; provision of said benefits as if it were the State. The • Immigration Reform and Control Act of 1986, 8 State will provide the Contractor with specific U.S.C. 1324b; instruction on the identification documentation required and the process to be followed by the • Pro-Children Act of 1994, 20 U.S.C. 6081 et Contractor to properly comply with the law if the seq.; work done under this contract is subject to these • Section 504 of the Rehabilitation Act of 1973, requirements. 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84; R. Statewide Contract Management System: • Titles VI&VII of the Civil Rights Act of 1964, If the maximum amount payable to Contractor 42 U.S.C.2000(d)&(e); under this Contract is$100,000 or greater, either • The Personal Responsibility and Work on the Effective Date or at anytime thereafter,this Opportunity Reconciliation Act of 1996, 42 provision applies. USC 604a, PL 104-193. See also State Executive Order D 015 00; Contractor agrees to be governed, and to abide,by • Title IX of the Education Amendments of 1972, the provisions of CRS §24-102-205, §24-102-206, 20 U.S.C. 1681 et seq.; §24-103-601, §24-103.5-101 and §24-105-102 • The Uniform Administrative Requirements for concerning the monitoring of vendor performance Grants and Cooperative Agreements to State on state contracts and inclusion of contract and Local Governments (Common Rule), at 45 performance information in a statewide contract CFR,Part 92; management system. • The Uniform Administrative Requirements for Awards and Subawards to Institutions of Higher Contractor's performance shall be subject to Education, Hospitals, Other Non-Profit Evaluation and Review in accordance with the Organizations, and Commercial Organizations terms and conditions of this Contract, State law (Common Rule),at 2 CFR 215; (including without limitation CRS §24-103.5-101), • Office of Management and Budget Circulars A- and State Fiscal Rules,Policies and Guidance. 87, A-21 or A-122, and A-102 or A-I 10, Evaluation and Review of Contractor's whichever is applicable. performance shall be part of the normal contract • The Hatch Act (5 USC 1501-1508) and Civil administration process and Contractor's Service Reform Act, Public Law 95-454 performance will be systematically recorded in the Section 4728. statewide Contract Management System. Areas of • Departments of Labor, Health and Human Evaluation and Review shall include without Services, and Education and Related Agencies limitation quality, cost and timeliness. Collection Appropriations Act, 1990, PL 101-166, Section of information relevant to the performance of 511. Contractor's obligations under this Contract shall • 45 CFR Subtitle A, Department of Health and be determined by the specific requirements of such Human Services regulations. obligations and shall include factors tailored to • The Single Audit Act Amendments of 1996, 31 match the requirements of Contractor's obligations USC 7501, Public Law 104-156, OMB Circular hereunder. Such performance information shall be A-133,and 45 CRF 74.26. entered into the statewide Contract Management System at intervals during the term hereof determined appropriate by the State, and a final For Contract Wizard Version 110 Page 7 of 13 Revised 02/08/10 Colorado Department of Human Services Division of Contract Management Evaluation, Review and Rating shall be rendered 2. report any arrests, charges,or summonses for by the State within 30 days of the end of the any disqualifying offense as specified by Contract term. Contractor shall be notified C.R.S. §27-1-110 to the State. following each performance Evaluation and Any Contractor or its agent(s), who does not Review,and shall address or correct any identified comply with C.R.S. §27-1-110 and DHS Policy problem in a timely manner and maintain work VI-2.4, may, at the sole discretion of the State,be progress. suspended or terminated. Should the final performance Evaluation and U. Litigation: The Contractor shall within five (5) Review determine that Contractor demonstrated a calendar days after being served with a summons, gross failure to meet the performance measures complaint, or other pleading which has been filed established hereunder, the Executive Director of in any federal or state court or administrative the Colorado Department of Personnel and agency notify the State that it is a party defendant Administration (Executive Director), upon request in a case which involves services provided under by the Department of Human Services, for good this contract. The Contractor shall deliver copies cause shown, may debar Contractor and prohibit of such document(s) to the State's Executive Contractor from bidding on future contracts. Director. The term "litigation" includes an Contractor may contest the final Evaluation and assignment for the benefit of creditors, and filings Review and Rating by: (a) filing rebuttal in bankruptcy, reorganization and/or foreclosure. statement(s), which may result in either removal or correction of the evaluation (CRS §24-105- V. Disputes: Except as herein specifically provided 102(6)), or (b) under CRS §24-105-102(6), otherwise, disputes concerning the performance of exercising the debarment protest and appeal rights this contract which cannot be resolved by the provided in CRS §§24-109-106, 107, 201 or 202, designated contract representatives shall be which may result in the reversal of the debarment referred in writing to a senior departmental and reinstatement of Contractor by the Executive management staff designated by the department Director upon showing of good cause. and a senior manager designated by the Contractor. Failing resolution at that level, S. Discrimination: The Contractor during the disputes shall be presented in writing to the performance of this contract shall: Executive Director and the Contractor's chief I. not discriminate against any person on the basis executive officer for resolution. This process is of race, color, national origin, age, sex, religion not intended to supersede any other process for the and handicap, including Acquired Immune resolution of controversies provided by law. Deficiency Syndrome (AIDS) or AIDS related conditions. W. Remedies: Acceptance is dependent upon 2. not exclude from participation in, or deny completion of all applicable inspection procedures. benefits to any qualified individual with a The State reserves the right to inspect the goods disability,by reason of such disability. and/or services provided under this contract at all Any person who thinks he/she has been reasonable times and places. The Executive discriminated against as related to the performance Director of the State or her/his designee may of this contract has the right to assert a claim, exercise the following remedial actions should s/he Colorado Civil Rights Division, C.R.S. §24-34- find the Contractor substantially failed to satisfy 302,et seq. the scope of work found in this contract. Substantial failure to satisfy the scope of work T. Criminal Background Check: Pursuant to C.R.S. shall be defined to mean substantially insufficient, §27-1-110 and Department of Human Services incorrect or improper activities or inaction by the Policy VI-2.4, any independent contractor, and its Contractor. Without limitation, the State has the agent(s), who is designated by the Executive right to: Director or the Executive Director's designee to be a contracting employee under C.R.S. §27-1-110, 1. withhold payment until performance is cured, who has direct contact with vulnerable persons in a 2. require the vendor to take necessary action to state-operated facility, or who provides state- ensure that the future performance conforms funded services that involve direct contact with to contract requirements, vulnerable persons in the vulnerable person's home 3. request removal of a Contractor's agent from or residence, shall: contract work, 1. submit to a criminal background check,and For Contract Wizard Version 3.10 Page 8 of 13 Revised 02/08/10 Colorado Department of Human Services Division of Contract Management 4. equitably reduce the payment due the vendor State may immediately terminate this contract to reflect the reduced value of the services upon verifying that the Contractor has performed, engaged in or is about to participate in 5. recover payment for work that due to the fraudulent or other illegal acts. Contractor cannot be performed or would be 4. Termination for Financial Exigency: The State of no value to the State, shall have the right to terminate this contract 6. modify or recover payments (from payments for financial exigency by giving the under this contract or other contracts between Contractor at least thirty (30) days prior the State and the vendor as a debt due to the written notice. For the purposes of this State) to correct an error due to omission, provision, a financial exigency shall be a error, fraud and/or defalcation, determination made by the Colorado 7. terminate the contract. legislature or its Joint Budget Committee that the financial circumstances of the State are These remedies in no way limit the remedies such that it is in the best interest of the State to available to the State in the termination provisions of terminate this contract, If notice of such this contract,or remedies otherwise available at law. termination is so given, this contract shall terminate on the expiration of the time period X. Termination: specified in the notice, and the liability of the 1. Termination for Default: The State may parties hereunder for further performance of terminate the contract for cause. If the State the terms of this contract shall thereupon terminates the contract for cause, it will first cease, but the parties shall not be released give ten (10) days prior written notice to the from the duty to perform their obligations up Contractor, stating the reasons for to the date of termination. cancellation, procedures to correct problems, if any, and the date the contract will be In the event that the State terminates this terminated in the event problems have not contract under the Termination for been corrected. In the event this contract is Convenience or Termination for Financial terminated for cause, the State will only Exigency provisions, the Contractor is entitled reimburse the Contractor for accepted work or to submit a termination claim within ten (10) deliverables received up to the date of days of the effective date of termination. The termination. In the event this contract is termination claim shall address and the State terminated for cause, final payment to the shall consider paying the following costs: Contractor may be withheld at the discretion a. the contract price for performance of of the State until completion of final audit. work, which is accepted by the State, up Notwithstanding the above, the Contractor to the effective date of the termination. may be liable to the State for the State's b. reasonable and necessary costs incurred damages. If it is determined that the in preparing to perform the terminated Contractor was not in default then such portion of the contract termination shall be treated as a termination c. reasonable profit on the completed but for convenience as described herein. undelivered work up to the date of 2. Termination for Convenience: The State shall termination have the right to terminate this contract by d. the costs of settling claims arising out of giving the Contractor at least twenty (20) days the termination of subcontracts or orders, prior written notice. If notice is so given, this not to exceed 30 days pay for each contract shall terminate on the expiration of subcontractor the specified time period, and the liability of e. reasonable accounting, legal, clerical, and the parties hereunder for further performance other costs arising out of the termination of the terms of this contract shall thereupon settlement. cease, but the parties shall not be released from the duty to perform their obligations up In no event shall reimbursement under this to the date of termination. clause exceed the contract amount reduced by 3. Immediate Termination: This contract is amounts previously paid by the State to the subject to immediate termination by the State Contractor. in the event that the State determines that the health, safety, or welfare of persons receiving services may be in jeopardy. Additionally,the For Contract Wizard Version 3.10 Page 9 of 13 Revised 02/08/10 Colorado Depat meat of Human Services Division of Contract Management Y. Venue: The parties agree that venue for any action 6. Subcontracting: Except as herein specifically related to performance of this contract shall be in the provided otherwise, the duties and obligations City and County of Denver,Colorado. of the Contractor arising hereunder cannot be assigned, delegated, subgranted or Z. Understanding of the Parties: subcontracted except with the express prior I. Complete Understanding: This contract is written consent of the State. The subgrants intended as the complete integration of all and subcontracts permitted by the State shall understandings between the parties. No prior be subject to the requirements of this contract. or contemporaneous addition, deletion, or The Contractor is responsible for all other amendment hereto shall have any force subcontracting arrangements, delivery of or effect whatsoever, unless embodied herein services, and performance of any subgrantor in writing. No subsequent novation, renewal, or subcontractor. The Contractor warrants and addition, deletion, or other amendment hereto agrees that any subgrant or subcontract, shall have any force or effect unless embodied resulting from its performance under the terms in a written contract executed and approved and conditions of this contract, shall include a pursuant to the State Fiscal Rules. Descriptive provision that the said subgrantor or headings as used herein are for convenience subcontractor shall abide by the terms and and shall not control or affect the meaning or conditions hereof. Also, the Contractor construction of any provision of this contract. warrants and agrees that all subgrants or 2. Severability: To the extent that this contract subcontracts shall include a provision that the may be executed and performance of the subgrantor or subcontractor shall indemnify obligations of the parties may be and hold harmless the State. The subgrantors accomplished within the intent of the contract, or subcontractors must be certified to work on the terms of this contract are severable, and any equipment for which their services are should any term or provision hereof be obtained. declared invalid or become inoperative for any reason, such invalidity or failure shall not AA.Holdover: In the event that the State desires to affect the validity of any other term or continue the services provided for in this Contract provision hereof and a replacement contract has not been fully 3. Benefit and Right of Action: Except as herein executed by the expiration date of the Contract, specifically provided otherwise, it is expressly this Contract may be extended unilaterally by the understood and agreed that this contract shall State for a period of up to two (2) months upon inure to the benefit of and be binding upon the written notice to the Contractor under the same parties hereto and their respective successors terms and conditions of the original Contract and assigns. All rights of action relating to including, but not limited to, prices, rates, and enforcement of the terms and conditions shall service delivery requirements. However, this be strictly reserved to the State and the named extension terminates when the replacement Contractor. Nothing contained in this contract becomes effective when signed by the agreement shall give or allow any claim or State Controller or an authorized delegate. right of action whatsoever by any other third person. It is the express intention of the State and the Contractor that any such person or entity, other than the State or the Contractor, receiving services or benefits under this agreement shall be deemed an incidental • beneficiary only. 4. Waiver: The waiver of any breach of a term hereof shall not be construed as a waiver of any other term, or the same term upon subsequent breach. 5. Survival: The State and the Contractor's obligations under this contract shall survive following termination or expiration to the extent necessary to give effect to the intent and understanding of the parties. For Contract Wizard Version 3.10 Page 10 of 13 Revised 02/08/10 Colorado Department of Human Services Division of Contract Management These Special Provisions apply to all contracts except where noted in italics. 1. 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. 2. 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. 3. 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. 4. INDEPENDENT CONTRACTOR. Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Unemployment insurance benefits will be available to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this contract. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding,except as expressly set forth herein. Contractor shall (a)provide and keep in force workers'compensation and unemployment compensation insurance in the amounts required by law, (b)provide proof thereof when requested by the State, and(c)be solely responsible for its acts and those of its employees and agents. 5. 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. 6. 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. 7. 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 contact or incorporated herein by reference shall be null and void. 8. 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. 9. 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 For Contract Wizard Version 3.10 Page 11 of 13 Revised 02/08/10 Colorado Department of Human Services Division of Contract Management 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. 10. VENDOR OFFSET. CRS§§24-30-202(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. 11. 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 Department program established pursuant to CRS §8- 17.5-102(5)(c), Contractor shall not knowingly employ or 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 Department 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 Department 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 Department 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. 12. 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 §24-76.5-10I 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. Revised 1-1-09 For Contract Wizard Version 3.10 Page 12 of 13 Revised 02/08/10 Colorado Department of I Inman Services Division of Contract Management • Contract Routing Number 10 IHM 13553 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 Bill Ritter,Jr. GOVERNOR By: Douglas Rademacher Department of Human Services Title: Chair, Board of County Commissioners, Karen . Beye Executive Director Weld County, Colorado 9p.a�� O�Sivv� tJL� � *Signature y: us ci (Leo Jaramillo, Jr. Director of Finance Date: APR 1 2 2010 Date: el370NQ 2nd Contractor Signature if Needed LEGAL REVIEW By: Name of Authorized Individual John W. Suthers, Attorney General Title: Official Title of Authorized Individual By: Signature - Assistant Attorney General *Signature Date: 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 //Daavid J. McDermott, CPA v By: . AL ,, 1lPLE Date: #4erl.I/Q For Contract Wizard Version 3.10 Page 13 of 13 Revised 02/08/10 Colorado Department of Human Services i7 Division of Contract Management dl/e-67 • Colorado Prevention Partnership for Success Statement of Work Introduction/Overview: The Strategic Prevention Framework State Incentive Grant Initiative began in FY2004 for Colorado. Weld County Prevention Partners became a sub-recipient in FY2005 and is a coalition of parents, health care and social service professionals, community leaders, educators, business owners, law enforcement, volunteers, and citizens committed to preventing underage alcohol consumption and drug use in Weld County. Strategies that are in progress include: • Social Marketing : Creation and broad dissemination of numerous marketing messages discouraging youth substance use and promoting healthy behavior • Retail Access — Community Trials: Formation of Responsible Alcohol Retailers, a group of retailers committed to preventing access of alcohol to underage individuals and preventing high- risk behaviors among legal alcohol consumers • Strengthening Families 10-14: Delivery of parent information and training to prevent youth alcohol consumption • Prevention Education—Life Skills: School District 6 staff training to deliver supplemental health curriculum in middle school and high school health classes • Social Norm: Initiation of a social norm campaign, with an underage drinking prevention component, in a Weld County high school. The Prevention Policy Board for WCPP is of the Youth and Family Connections, formerly known as the Weld County Juvenile Assessment Center Weld County/1451 Collaborative. Youth and Family Connections oversees Weld County's Collaborative Management Program created under Colorado House Bill 04-1451, designed to decrease fragmentation and duplication and increase communities' efficiency and effectiveness in serving children and families. It is from this oversight group that the WC PP Prevention Policy Board/committee will be comprised. I = Technical Approach: It is the intent of WCPP to replicate the SPF model when appropriate in this coming fiscal year. The Five Step process will include an updated needs assessment; a comprehensive strategic plan and the identification and implementation of specific evidenced-based prevention programs; along with monitoring the process and I evaluating effectiveness. This six month period April-September 2010 will be-the re-initiation of the SPF model to build on previous community assessment work with a targeted focus on the Latino population and binge drinking. - Mobilization of our WC communities and capacity building steps will include the formations of two local groups, building on current partnerships and relationships in the county. I. A culturally competent coalition and 2. The local Epidemiology Work group. Exhibit B 10 IHM 13553 Additional Provisions 1. PROVIDE SERVICES The Contractor shall provide the services according to the plans submitted in the `Statement of Work", attached and, incorporated herein by this reference as Exhibit A. In all cases, the descriptions, plans, timetables, tasks, duties, and responsibilities of the Contractor as described in said Proposal, shall be adhered to in the performance of the requirements of this contract. In the event of conflict, the terms and conditions of this contract shall control over the Statement of Work. 2. GOALS & OBJECTIVE The Contractor shall be responsible for the achievement of goals and objectives as specified within "Statement of Work" (Exhibit A) of this contract unless written notice of modifications thereto is furnished by the State to the Contractor allowing adequate time for compliance during the term of this contract. 3. MOTHLY EVALUATION REPORTS The Contractor shall prepare and submit to the State, monthly evaluation reports, which shall include information relative to the progress in achievement of goals specified in the aforementioned approved Statement of Work. Reports shall be delivered to the State or it designee, not later than fifteen (15) days after the end of each month, except the last report, which shall be due no later than September 29, 2014. 4. COPY OF PROPOSED SUBCONTRACT The Contractor shall provide to the State for its prior written approval, a copy of any proposed subcontract between the Contractor and any potential provider of services to fulfill any requirements of this contract. 5. 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), Exhibit 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. 6. REPORTING SYSTEMS The Contractor shall be responsible for participating in any reporting systems on the management and evaluation of the program as may be required by the State or by the Federal government. 7. PAYMENT In consideration of the provision of services and reporting as set forth herein, the State will cause to be paid to the Contractor an amount not to exceed $161,228 in the following manner, subject to verification by the State of full and satisfactory performance with the terms of the contract: Page 1 of 3 Pages Exhibit B 10 IHM 13553 a. For the period April I, 2010 through September 29, 2010, an amount not to exceed $161,228 in accordance with the "Budget", Exhibit C, of this contract, which by this reference is incorporated herein. (1) Upon receipt by the State of a signed monthly billing statement from the Contractor requesting reimbursement in accordance with the categories and line items of the budget set forth in Exhibit C of this contract attached and incorporated herein. The Contractor, in conformity with the format supplied electronically by the State, shall submit monthly billing statements. The monthly billing statements will not to be modified without expressed written consent by the State. Said statement shall also set forth date, name of payee, transaction (check/warrant/purchase card) numbers, amount of payment, description of expenditure and amount. Bills shall be delivered to the State, not later than fifteen (15) days after the end of each month. (2) Upon satisfactory compliance with all reporting requirements as set forth in this contract. (3) Exhibit C, "Budget", shall govern expenditures of funds by the Contractor. 8. OPTION LETTER The State may require continued performance for a period of 5 years for any services at the rates and terms specified in the contract. The State may exercise the option by written notice to the Contractor with 30 days prior to the end of the current contract term in a form substantially equivalent to Exhibit D (Option Letter). If the State exercises this option, the extended contract will be considered to include this option provision. The total duration of this contract, including the exercise of any options under this clause, shall not exceed September 29, 2014. The State may increase or decrease the quantity of goods/services described in exhibit based upon the rates established in the Contract. If the State exercises the option, it will provide written notice to Contractor as least 30 days prior to the end of the current contract term in a form substantially equivalent to Exhibit D. Delivery/performance of the goods/service shall continue at the same rates and terms. If exercised, the provisions of the Option Letter shall become part of and be incorporated into the original contract. 9. NOT SUPPLANT Payments made to the Contractor under this contract will supplement and not supplant state or local expenditures for prevention of alcohol abuse and drug abuse that would have been made in the absence of such payments. 10. CERTIFIES Page 2 of 3 Pages Exhibit B 10 IHM 13553 The Contractor certifies, to the best of his or her knowledge and belief, that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the Contractor shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. c. The Contractor shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontract, sub- grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 11. COMPLIANCE WITH COLORADO STATE STATUTES Any prevention activities carried out under this contract shall support compliance with Colorado state statutes which prohibit sales of alcohol to persons under 21 years of age as well as sales of tobacco to persons under 18 years of age. 12. NOT ASSIGNABLE This contract is not assignable without prior written consent of the State. 13. BUDGET CHANGES Any changes in the budget, Exhibit C of this contract, shall be made only with the prior written approval of the State and shall not exceed the total amount of the contract as described in paragraph 7, of this contract. 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E ' O ._ C ;Q �. v aCi > 7 v . , . -4-, - ❑ 7 .a a L 'R •'v E v O iG a. awC/) .OU V) U > V) aa) .u-• V] < F^ QU cit0. \ } 2�! \ { ) �I i / \ / ) } \ ) / \ \ / ) \ : . ` : F. \ I. } - �} �\ \ \ \ t/ w � } } \� \ \ } \\ } \ \ \ / ! ! < ! «i - _ - < ! g; � _ IC - \ � / } } ! } , \ \ \\ \ \ \ / \2 ii- \ } \ \ \ � � \ \ \ \\\ i \ \ \\ \ \ \ \ / - - ; _ _ . - y aI g3 At ) ) tga0.8 . \ -gtt t' �to \ \ - - 1. .`" \ \ % i \ \ \ - : \ , 2© 2 - } y® } , \ \ ©) /\} . { \ \ /� 1 \ _jar, \\ ; 1' » a b/ / /; ! /: : y ae , , \« \ \ ; 88:8 [6.'0E' \\8\!t <\\\: \� \ § \�\} }/) 008000 kd0r © 0 co \ \ \ \ \ NI 22 ] 0 0 § CU > J '47, } ) � -01 U C t . . 0.1 } 0 . — § a) 0 eil cm ) U % . _ ft 111 co o i " in O - a) C _ U C # - CID � \ ) u { a) e , [ � / / in &A / S \ \ ate § C § = � ® t ; :2 _ u 2 ° e / / / 2 § \ _ _ 2 , aasaz / § § Exhibit D SAMPLE OPTION LETTER Date: State Fiscal Year: Option Letter No. CMS Routing# 1) OPTIONS: Choose all applicable options listed in §1 and in §2 and delete the rest. a.Option to renew only (for an additional term) b.Change in the amount of goods within current term c.Change in amount of goods in conjunction with renewal for additional term d.Level of service change within current term e. Level of service change in conjunction with renewal for additional term f. Option to initiate next phase of a contract 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: a. For use with Options 1(a-e): In accordance with Section(s) of the Original Contract routing number between the State of Colorado, Department of Human Services, and Contractor's Name, the State hereby exercises its option for an additional term beginning Insert start date and ending on Insert ending date at a cost/price specified in Section , AND/OR an increase/decrease in the amount of goods/services at the same rate(s) as specified in Identify the Section, Schedule, Attachment, Exhibit etc. b. For use with Option 1(f), please use the following: In accordance with Section(s) of the Original Contract routing number between the State of Colorado, Department of Human Services, and Contractor's Name, the State hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc for the term beginning Insert start date and ending on Insert ending date at the cost/price specified in Section c. For use with all Options 1(a-fl: The amount of the current Fiscal Year contract value is increased/decreased by $ amount of change to a new contract value of Insert New$Amt to as consideration for services/goods ordered under the contract for the current fiscal year indicate Fiscal Year. The first sentence in Section is hereby modified accordingly. The total contract value including all previous amendments, option letters, etc. is Insert New$ Amt. 3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later. STATE OF COLORADO Bill Ritter,Jr. GOVERNOR Department of Human Services Karen L. Beye, Executive Director By: Eustacio (Leo) Jaramillo, Jr., Finance Director 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: Richard G. Taylor Date: Effective Date: 1/6/09-Rev 8/25/09 EXHIBIT E HIPAA BUSINESS ASSOCIATE ADDENDUM This Business Associate Addendum ("Addendum") is a part of the Contract dated March 1, 2010 between the Department of Human Services, Alcohol and Drug Abuse Division and Weld County, Department of Human Services, contract number 10 IHM 13553. 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") 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 HIPAA 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 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. b. Permitted Disclosures. Associate shall not disclose Protected Information in any manner that would constitute a violation of the Privacy Rule if disclosed by CE, except that Associate may disclose Protected Information: (i) in a manner permitted pursuant to this Contract; (ii) for the proper management and administration of Associate; (Hi) as required by law; (iv) for Data Aggregation purposes for the Health Care Operations of CE; or (v) to report violations of law to appropriate federal or state authorities, consistent with 45 C.F.R. Section 164.502(j)(1). To the extent that Associate discloses Protected Information to a third party, Associate must obtain, prior to making any such disclosure: (i) reasonable assurances from such third party that such Protected Information will be held confidential as provided pursuant to this Addendum and only disclosed as required by law or for the purposes for which it was disclosed to such third party; and (ii) an agreement from such third party to notify Associate within two business days of any breaches of confidentiality of the Protected Information, to the extent it has obtained knowledge of such breach. Additional provisions, if any, governing permitted disclosures of Protected Information are set forth in Attachment A. c. Appropriate Safeguards. Associate shall implement appropriate safeguards as are necessary to prevent the use or disclosure of Protected Information other than as permitted by this Contract. Associate shall 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. Page 2 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 e. Associate's Agents. If Associate uses one or more subcontractors or agents to provide services under the Contract, and such subcontractors or agents receive or have access to Protected Information, each subcontractor or agent shall sign an agreement with Associate containing substantially the same provisions as this Addendum and further identifying CE as a third party beneficiary with rights of enforcement and indemnification from such subcontractors or agents in the event of any violation of such subcontractor or agent agreement. Associate shall implement and maintain sanctions against agents and subcontractors that violate such restrictions and conditions and shall mitigate the effects of any such violation. f. Access to Protected Information. Associate shall make Protected Information maintained by Associate or its agents or subcontractors in Designated Record Sets available to CE for inspection and copying within ten (10) business days of a request by CE to enable CE to fulfill its obligations to permit individual access to PHI under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.524. g. Amendment of PHI. Within ten business (10) days of receipt of a request from CE for an amendment of Protected Information or a record about an individual contained in a Designated Record Set, Associate or its agents or subcontractors shall make such Protected Information available to CE for amendment and incorporate any such amendment to enable CE to fulfill its obligations with respect to requests by individuals to amend their PHI under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.526. If any individual requests an amendment of Protected Information directly from Associate or its agents or subcontractors, Associate must notify CE in writing within five (5) business days of receipt of the request. Any denial of amendment of Protected Information maintained by Associate or its agents or subcontractors shall be the responsibility of CE. h. Accounting Rights. Within ten (10) business days of notice by CE of a request for an accounting of disclosures of Protected Information, Associate and its agents or subcontractors shall make available to CE the information required to provide an accounting of disclosures to enable CE to fulfill its obligations under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.528. As set forth in, and as limited by, 45 C.F.R. Section 164.528, Associate shall not provide an accounting to CE of disclosures: (i) to carry out treatment, payment or health care operations, as set forth in 45 C.F.R. Section 164.506; (ii) to individuals of Protected Information about them as set forth in 45 C.F.R. Section 164.502; (iii) pursuant to an authorization as provided in 45 C.F.R. Section 164.508; (iv) to persons involved in the individual's care or other notification purposes as set forth in 45 C.F.R. Section 164.510; (v) for national security or intelligence purposes as set forth in 45 C.F.R. Section 164.512(k)(2); (vi) to correctional institutions or law enforcement officials as set forth in 45 C.F.R. Section 164.512(k)(5); (vii) incident to a use or disclosure otherwise permitted by the Privacy Rule; (viii) as part of a limited data set under 45 C.F.R. Section 164.514(e); or(ix) disclosures prior to April 14, 2003. Associate agrees to implement a process that allows for an accounting to be collected and maintained by Associate and its agents or subcontractors for at least six (6) years prior to the 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 Page 3 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 description of Protected Information disclosed; and (iv) a brief statement of purpose of the disclosure that reasonably informs the individual of the basis for the disclosure, or a copy of the individual's authorization, or a copy of the written request for disclosure. In the event that the request for an accounting is delivered directly to Associate or its agents or subcontractors, Associate shall within five(5) business days of the receipt of the request forward it to CE in writing. It shall be CE's responsibility to prepare and deliver any such accounting requested. Associate shall not disclose any Protected Information except as set forth in Section 2(b) of this Addendum. i. Governmental Access to Records. Associate shall make its internal practices, books and records relating to the use and disclosure of Protected Information available to the Secretary of the U.S. Department of Health and Human Services (the "Secretary"), in a time and manner designated by the Secretary, for purposes of determining CE's compliance with the Privacy Rule. Associate shall provide to CE a copy of any Protected Information that Associate provides to the Secretary concurrently with providing such Protected Information to the Secretary. j. Minimum Necessary. Associate (and its agents or subcontractors) shall only request, use and disclose the minimum amount of Protected Information necessary to accomplish the purpose of the request, use or disclosure, in accordance with the Minimum Necessary requirements of the Privacy Rule including, but not limited to 45 C.F.R. Sections 164.502(b) and 164.514(d). k. Data Ownership. Associate acknowledges that Associate has no ownership rights with respect to the Protected Information. 1. Retention of Protected Information. Except upon termination of the Contract as provided in Section 4(d) of this Addendum, Associate and its subcontractors or agents shall retain all Protected Information throughout the term of this Contract and shall continue to maintain the information required under Section 2(h) of this Addendum for a period of six (6) years. m. Associate's Insurance. Associate shall maintain casualty and liability insurance to cover loss of PHI data and claims based upon alleged violations of privacy rights through improper use or disclosure of PHI. All such policies shall meet or exceed the minimum insurance requirements of the Contract(e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional insured status and notice of cancellation). n. Notification of Breach. During the term of this Contract, Associate shall notify CE within two business days of any suspected or actual breach of security, intrusion or unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of data in violation of any applicable federal or state laws or regulations. 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. Page 4 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 o. Audits, Inspection and Enforcement. Within ten (10) business days of a written request by CE, Associate and its agents or subcontractors shall allow CE to conduct a reasonable inspection of the facilities, systems, books, records, agreements, policies and procedures relating to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of determining whether Associate has complied with this Addendum; provided, however, that: (i) Associate and CE shall mutually agree in advance upon the scope, timing and location of such an inspection; (ii) CE shall protect the confidentiality of all confidential and proprietary information of Associate to which CE has access during the course of such inspection; and (iii) CE shall execute a nondisclosure agreement, upon terms mutually agreed upon by the parties, if requested by Associate. The fact that CE inspects, or fails to inspect, or has the right to inspect, Associate's facilities, systems, books, records, agreements, policies and procedures does not relieve Associate of its responsibility to comply with this Addendum, nor does CE's (i) failure to detect or (ii) detection, but failure to notify Associate or require Associate's remediation of any unsatisfactory practices, constitute acceptance of such practice or a waiver of CE's enforcement rights under the Contract. p. Safeguards During Transmission. Associate shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of Protected Information transmitted to CE pursuant to the Contract, in accordance with the standards and requirements of the Privacy Rule, until such Protected Information is received by CE, and in accordance with any specifications set forth in Attachment A. q. Restrictions and Confidential Communications. Within ten (10) business days of notice by CE of a restriction upon uses or disclosures or request for confidential communications pursuant to 45 C.F.R. 164.522, Associate will restrict the use or disclosure of an individual's Protected Information, provided Associate has agreed to such a restriction. Associate will not respond directly to an individual's requests to restrict the use or disclosure of Protected Information or to send all communication of Protect Information to an alternate address. Associate will refer such requests to the CE so that the CE can coordinate and prepare a timely response to the requesting individual and provide direction to Associate. 3. Obligations of CE. a. Safeguards During Transmission. CE shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Associate pursuant to this Contract, in accordance with the standards and requirements of the Privacy Rule, until such PHI is received by Associate, and in accordance with any specifications set forth in Attachment A. b. Notice of Changes. CE shall provide Associate with a copy of its notice of privacy practices produced in accordance with 45 C.F.R. Section 164.520, as well as any subsequent changes or limitation(s) to such notice, to the extent such changes or limitations may 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 Page 5 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 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 Page 6 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 Contract is not feasible, CE shall report Associate's breach or violation to the Secretary of the Department of Health and Human Services. c. Judicial or Administrative Proceeding . Either party may terminate the Contract, effective immediately, if(i) the other party is named as a defendant in a criminal proceeding for a violation of HIPAA, the HIPAA Regulations or other security or privacy laws or (ii) a finding or stipulation that the other party has violated any standard or requirement of HIPAA, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined. d. Effect of Termination. (1) Except as provided in paragraph (2) of this subsection, upon termination of this Contract, for any reason, Associate shall return or destroy all Protected Information that Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of such Protected Information. If Associate elects to destroy the PHI, Associate shall certify in writing to CE that such PHI has been destroyed. (2) If Associate believes that returning or destroying the Protected Information is not feasible, Associate shall promptly provide CE notice of the conditions making return or destruction infeasible. Upon mutual agreement of CE and Associate that return or destruction of Protected Information is infeasible, Associate shall continue to extend the protections of Sections 2(a), 2(b), 2(c), 2(d) and 2(e) of this Addendum to such information, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. 5. Injunctive Relief. CE shall have the right to injunctive and other equitable and legal relief against Associate or any of its subcontractors or agents in the event of any use or disclosure of Protected Information in violation of this Contract or applicable law. 6. No Waiver of Immunity. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq. or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq. as applicable, as now in effect or hereafter amended. 7. Limitation of Liability. Any limitation of Associate's liability in the Contract shall be inapplicable to the terms and conditions of this Addendum. 8. Disclaimer. CE makes no warranty or representation that compliance by Associate with this Contract, HIPAA or the HIPAA Regulations will be adequate or satisfactory for Associate's own purposes. Associate is solely responsible for all decisions made by Associate regarding the safeguarding of PHI. 9. Certification. To the extent that CE determines an examination is necessary in order to comply with CE's legal obligations pursuant to HIPAA relating to certification of its security Page 7 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 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 iIIPAA 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 Proceeding. 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 H I PAA, 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 Page 8 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 consistent with HIPAA and the Privacy Rule. This Contract supercedes and replaces any previous separately executed HIPAA addendum between the parties. 14. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary, Associate's obligations under Section 4(d) ("Effect of Termination") and Section 12 ("No Third Party Beneficiaries") shall survive termination of this Contract and shall be enforceable by CE as provided herein in the event of such failure to perform or comply by the Associate. This Addendum shall remain in effect during the term of the Contract including any extensions. 15. Representatives and Notice. a. Representatives. For the purpose of the Contract, the individuals identified elsewhere in this Contract shall be the representatives of the respective parties. If no representatives are identified in the Contract, the individuals listed below are hereby designated as the parties' respective representatives for purposes of this Contract. Either party may from time to time designate in writing new or substitute representatives. b. Notices. All required notices shall be in writing and shall be hand delivered or given by certified or registered mail to the representatives at the addresses set forth below. State/Covered Entity Representative: See contract Contractor/Business Associate Representative: See contract Page 9 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 ATTACHMENT A to EXHIBITyE This Attachment sets forth additional terms to the HIPAA Business Associate Addendum, which is part of the Contract dated March 1, 2010 between Department of Human Services, Division of Behavioral Health, Alcohol and Drug Abuse Division and Weld County, Department of Human Services, contract number 10 IHM 13553 ("Contract") and is effective as of April 1, 2010(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 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.J None Page 1 of 1 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 Hello