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Home My WebLink About20102977.tiff RESOLUTION RE: APPROVE CONTRACT FOR HEALTHY COMMUNITIES OUTREACH AND CASE MANAGEMENT(PREVIOUSLY EARLY AND PERIODIC SCREENING, DIAGNOSIS,AND TREATMENT PROGRAM)AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Contract for Healthy Communities Outreach and Case Management (previously Early and Periodic Screening, Diagnosis, and Treatment Program) between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Department of Public Health and Environment, and the Colorado Department of Public Health and Environment, commencing January 1, 2011, and ending June 30, 2011, 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 Healthy Communities Outreach and Case Management (previously Early and Periodic Screening, Diagnosis, and Treatment Program) between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Department of Public Health and Environment, and the Colorado Department of Public Health and Environment be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said contract. 3 or?, }v_COalco, C G ' f'it 2010-2977 Ia �o ro /-/'/-// HL0037 CONTRACT FOR HEALTHY COMMUNITIES OUTREACH AND CASE MANAGEMENT (PREVIOUSLY EARLY AND PERIODIC SCREENING, DIAGNOSIS, AND TREATMENT PROGRAM) PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 20th day of December, A.D., 2010. BOARD OF COUNTY COMMISSIONERS '�•+` WELD COUNTY, COLORADO ATTEST: • '� 4 �1 • d_ ✓ ``. • as Rad= ache , Chair Weld County Clerk to the B. ••,t 't -,.t. bara Kirkmeye , Pro-Tem/ BY: /AIU 1 .I/��A!G ,i �!.ec Dept Clerk tO e ‘4/7 oard '►' \ � Sean P. Conway APPROVO AS FO : EXCUSED W' 'am F. Garcia l oti y ttorney 04 El David E. Long Date of signature: ' 1 I 1 2010-2977 HL0037 Memorandum TO: Douglas Rademacher, Chair Board of County Commissioners FROM: Mark E. Wallace, MD, MPH, Director Department of Public Health and Environment �� y,L kett � COLORADO DATE: November 22, 2010 SUBJECT: Healthy Communities Outreach and Case Management (previously EPSDT, Early and Periodic, Screening, Diagnosis and Treatment) Contract Enclosed for Board review and approval is a contract between the Colorado Department of Health Care Policy and Financing and Weld Department of Public Health and Environment to allow Healthy Communities staff, also known as ( Family Health Coordinators FMCs) to provide outreach to families for the purpose of enrolling into Medicaid and Child Health Plan Plus (CHP+). Funding for this contract will be used to purchase equipment and time for outreach activities to children and pregnant women who are eligible but not enrolled in Medicaid and CHP+. The staff will be working in the field during weekends and around office hours to identify subgroups of the target populations listed above. They will offer face-to-face application assistance and consultation to clients and providers on eligibility status. The FMCs will promote the use of the Peak online application kit that allows applicants to self screen for their potential eligibility for Family Medicaid and CHP+. It will be a focus to develop working partnerships with eligibility enrollment technicians, health care providers, community-based organizations, community health coalitions and other appropriate entities. The contract will fund existing 2.1 FTE utilized by WCDPHE during the time period of January 1, 2011 through June 30, 2011 for the amount of$60,000.00. This is one half of the total grant budgeted for the fiscal year. I recommend your approval of this contract. Enclosure 2010-2977 Contract Routing Number 2211-0150 CMS#24598 STATE OF COLORADO Department of Health Care Policy and Financing Contract with Board of County Commissioners of Weld County For Healthy Communities Outreach and Case Management TABLE OF CONTENTS 1. PARTIES 1 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY 2 3. RECITALS 2 4. DEFINITIONS 2 5. TERM AND EARLY TERMINATION 3 6. STATEMENT OF WORK 4 7. PAYMENTS TO CONTRACTOR 5 8. REPORTING-NOTIFICATION 6 9. CONTRACTOR RECORDS 6 10. CONFIDENTIAL INFORMATION 8 11. CONFLICTS OF INTEREST 10 12. REPRESENTATIONS AND WARRANTIES 10 13. INSURANCE 11 14. BREACH 14 15. REMEDIES 14 16. NOTICES AND REPRESENTATIVES 17 17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE 18 18. GOVERNMENTAL IMMUNITY 18 19. NOT USED 18 20. GENERAL PROVISIONS 18 21. ADDITIONAL GENERAL PROVISIONS 21 SPECIAL PROVISIONS 26 HIPAA BUSINESS ASSOCIATE ADDENDUM EXHIBIT A STATEMENT OF WORK EXHIBIT B CONTRACT REIMBURSEMENT STATEMENT 1. PARTIES This Contract (hereinafter called "Contract") is entered into by and between Board of County Commissioners of Weld County, 1555 North 17th Avenue, Greeley CO 80631, (hereinafter called "Contractor"), and the STATE OF COLORADO acting by and through the Department of Health Care Policy and Financing, 1570 Grant Street, Denver, Colorado 80203 (hereinafter called the "State" or "Department"). Contractor and the State hereby agree to the following terms and conditions. Page 1 of28 n7o/o-- &27; 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY This Contract shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee (hereinafter called the "Effective Date"). The State shall not be liable to pay or reimburse Contractor for any performance hereunder including, but not limited to, costs or expenses incurred, or be bound by any provision hereof prior to the Effective Date. 3. RECITALS A. Authority, Appropriation, and Approval Authority to enter into this Contract exists in 42 U.S.C. Sections 1396(a)(43) and 1396d(2)(4)(B) and 10 C.C.R. 2505-10.8.280, 42 CFR 457.90 through 42CFR 457.110 and 42 CFR 457.340 and funds have been budgeted, appropriated and otherwise made available pursuant to 42 U.S.C. Sections 1396(a)(43) and 1396d(2)(4)(B) and 10 C.C.R. 2505-10.8.280, 42 CFR 457.90 through 42CFR 457.110 and 42 CFR 457.340 and a sufficient unencumbered balance thereof remains available for payment. Required approvals, clearance and coordination have been accomplished from and with appropriate agencies. B. Consideration The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Contract. C. Purpose The purpose of this Contract is to service the following county, Weld in support of the Early and Periodic Screening, Diagnosis and Treatment(EPSDT) services. D. References All references in this Contract to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. 4. DEFINITIONS The following terms as used herein shall be construed and interpreted as follows: A. "Contract" means this Contract, its terms and conditions, attached addenda, exhibits, documents incorporated by reference under the terms of this Contract, Page 2 of 28 and any future modifying agreements, exhibits, attachments or references incorporated herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies. B. Exhibits and other Attachments: The following documents are attached hereto and incorporated by reference herein: HIPAA Business Associate Addendum Exhibit A Statement of Work, Exhibit B Contract Reimbursement Statement. C. "Goods" means tangible material acquired, produced, or delivered by Contractor either separately or in conjunction with the Services Contractor renders hereunder. D. "Party" means the State or Contractor and Parties means both the State and Contractor. E. "Review" means examining Contractor's Work to ensure that it is adequate, accurate, correct and in accordance with the standards described in this Contract. F. "Services" means the required services to be performed by Contractor pursuant to this Contract. G. "Subcontractor" means third parties, if any, engaged by Contractor to aid in performance of its obligations. H. "Work" means the tasks and activities Contractor is required to perform to fulfill its obligations under this Contract, including the performance of the Services and delivery of the Goods. 1. "Work Product" means the tangible or intangible results of Contractor's Work, including, but not limited to, software, research, reports, studies, data, photographs, negatives or other finished or unfinished documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts. 5. TERM AND EARLY TERMINATION A. Initial Term-Work Commencement The Parties' respective performances under this Contract shall commence on the later of either the Effective Date or January 1, 2011. This Contract shall expire on June 30, 2011, unless sooner terminated or further extended as specified elsewhere herein. B. Two Month Extension Page 3 of 28 The State, at its sole discretion, upon written notice to Contractor as provided in §16, may unilaterally extend the term of this Contract for a period not to exceed two months if the Parties desire to continue the services and a replacement Contract has not been fully executed by the expiration of any initial term or renewal term. The provisions of this Contract in effect when such notice is given, including, but not limited to, prices, rates and delivery requirements, shall remain in effect during the two month extension. The two month extension shall immediately terminate when and if a replacement contract is approved and signed by the Colorado State Controller or an authorized designee, or at the end of two months, whichever is earlier. C. Extension Amendments The State may require continued performance for a period of one year at the same rates and same terms specified in the Contract, unless modified by the extension amendment. Such extension shall be made by contract amendment. An extension amendment is not effective until approved and signed by the Colorado State Controller or an authorized designee. The extended contract shall be considered to include this renewal provision. The total duration of this Contract, including any extension amendments under this clause, shall not exceed five (5)years. 6. STATEMENT OF WORK A. Completion Contractor shall complete the Work and its other obligations as described in this Contract on or before June 30, 2011. The State shall not be liable to compensate Contractor for any Work performed prior to the Effective Date or after the expiration or termination of this Contract. B. Goods and Services Contractor shall procure Goods and Services necessary to complete the Work. Such procurement shall not increase the maximum amount payable hereunder by the State. C. Independent Contractor All persons employed by Contractor or Subcontractors to perform Work under this Contract shall be Contractor's or Subcontractors' employee(s) for all purposes hereunder and shall not be employees of the State for any purpose as a result of this Contract. Page 4 of 28 7. PAYMENTS TO CONTRACTOR The State shall, in accordance with the provisions of this § 7 and Exhibit A, Statement of Work, pay Contractor in the amounts and using the methods set forth below: A. Maximum Amount The maximum amount payable under this Contract to Contractor by the State for Work performed in each State fiscal year is: Fiscal Year 2010-2011 $60,000.00 B. Payment Payment pursuant to this Contract will be made as earned. Any advance payments allowed under this Contract shall comply with State Fiscal Rules and be made in accordance with the provisions of this Contract. Contractor shall initiate any payment requests by submitting invoices to the State in the form and manner prescribed by the State. C. Interest The State shall fully pay each invoice within forty-five (45) days of receipt thereof if the amount invoiced represents peformance by Contractor previously accepted by the State. Uncontested amounts not paid by the State within forty-five (45) days shall bear interest on the unpaid balance beginning on the forty-sixth (46`") day at a rate not to exceed one percent (1%) per month until paid in full; provided, however, that interest shall not accrue on unpaid amounts that are subject to a good faith dispute. Contractor shall invoice the State separately for accrued interest on delinquent amounts. The billing shall reference the delinquent payment, the number of days' interest to be paid and the interest rate. D. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the State's current fiscal year. Therefore, Contractor's compensation beyond the State's current fiscal year is contingent upon the continuing availability of State appropriations as provided in the Colorado Special Provisions, set forth below. If federal funds are used to fund this Contract, in whole or in part, the State's performance hereunder is contingent upon the continuing availability of such funds. Payments pursuant to this Contract shall be made only from available funds and the State's liability for such payments shall be limited to the amount remaining of such available funds. If State or federal funds are not appropriated, or otherwise become unavailable to fund this Contract, the State may terminate Page 5 of 28 this Contract immediately, in whole or in part, without further liability notwithstanding any notice and cure period in § 14.B. E. Erroneous Payments At the State's sole discretion, payments made to Contractor in error for any reason, including, but not limited to, overpayments or improper payments, may be recovered from Contractor by deduction from subsequent payments under this Contract or other contracts, grants or agreements between the State and Contractor or by other appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any party other than the State. 8. REPORTING—NOTIFICATION Reports required under this Contract shall be in accordance with the procedures and in such form as prescribed by the State. A. Quarterly Reports Unless otherwise provided, in contracts having a performance term longer than three (3) months, the Contractor shall submit, on a quarterly basis, a written program report specifying progress made for each activity identified in the Contractor's duties and obligations. Such written analysis shall be in accordance with the procedures developed and prescribed by the State. Required reports shall be submitted to the State not later than the end of each calendar quarter, or at such time as otherwise specified. B. Litigation Reporting Within ten (10) days after being served with any pleading in a legal action filed with a court or administrative agency, related to this Contract or which may affect Contractor's ability to perform its obligations hereunder, Contractor shall notify the State of such action and deliver copies of such pleadings to the State's principal representative as identified herein. If the State's principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of the Department. C. Noncompliance Contractor's failure to provide reports and notify the State in a timely manner in accordance with this § 8 may result in the delay of payment of funds and/or termination as provided under this Contract. 9. CONTRACTOR RECORDS A. Maintenance Page 6 of 28 Contractor shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files and electronic communications, pertaining in any manner to the Work or the delivery of Services or Goods hereunder. Contractor shall maintain such records until the last to occur of: (i) a period of six (6) years after the date this Contract expires or is sooner terminated, or (ii) a period of six (6) years after final payment is made hereunder, or (iii) a period of six (6) years after the resolution of any pending Contract matters, or (iv) if an audit is occuring, or Contractor has received notice that an audit is pending, until such audit has been completed and its findings have been resolved (collectively, the "Record Retention Period"). All such records, documents, communications and other materials shall be the property of the State, and shall be maintained by the Contractor in a central location and the Contractor shall be custodian on behalf of the State. B. Inspection Contractor shall permit the State, the federal government and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe Contractor's records related to this Contract during the Record Retention Period, to assure compliance with the terms hereof or to evaluate performance hereunder. The State reserves the right to inspect the Work at all reasonable times and places during the term of this Contract, including any extensions or renewals. If the Work fails to conform with the requirements of this Contract, the State may require Contractor promptly to bring the Work into conformity with Contract requirements, at Contractor's sole expense. If the Work cannot be brought into conformance by re-performance or other corrective measures, the State may require Contractor to take necessary action to ensure that future performance conforms to Contract requirements and exercise the remedies available under this Contract, at law or in equity, in lieu of or in conjunction with such corrective measures. C. Monitoring Contractor shall permit the State, the federal government and any other duly authorized agent of a government agency, in their sole discretion, to monitor all activities conducted by Contractor pursuant to the terms of this Contract using any reasonable procedure, including, but not limited to: internal evaluation procedures, examination of program data, special analyses, on-site checking, formal audit examinations, or any other procedure. All monitoring controlled by the State shall be performed in a manner that shall not unduly interfere with Contractor's performance hereunder. Page 7 of 28 D. Final Audit Report If an audit is perfornred on Contractor's records for any fiscal year covering a portion of the term of this Contract, Contractor shall submit a copy of the final audit report to the State or its principal representative at the address specified herein. 10. CONFIDENTIAL INFORMATION Contractor shall comply with the provisions of this § 10 if it becomes privy to confidential information in connection with its performance hereunder. Confidential information includes, but is not necessarily limited to, any state records, personnel records, and information concerning individuals. Such information shall not include information required to be disclosed pursuant to the Colorado Open Records Act, CRS §24-72-101, et seq. A. Confidentiality Contractor shall keep all State records and information confidential at all times and comply with all laws and regulations concerning confidentiality of information. Any request or demand by a third party for State records and information in the possession of Contractor shall be immediately forwarded to the State's principal representative. B. Health Insurance Portability& Accountability Act of 1996 ("HIPAA") i. Federal Law and Regulations Pursuant to federal law and regulations governing the privacy of certain health information, the Contractor, to the extent applicable, shall comply with the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. § 1320d — 1320d-8 ("HIPAA") and its implementing regulations promulgated by the U.S. Department of Health and Human Services, 45 C.F.R. Parts 160 and 164 (the "Privacy Rule") and other applicable laws, as amended. ii. Business Associate Contract Federal law and regulations governing the privacy of certain health information requires a "Business Associate Contract" between the State and the Contractor. 45 C.F.R. Section 164.504(e). Attached and incorporated herein by reference and agreed to by the parties is a HIPAA Business Associate Addendum ("Addendum") for HIPAA compliance. Terms of the Addendum shall be considered binding upon execution of Page 8 of 28 this Contract and shall remain in effect during the term of the Contract including any extensions. iii. Confidentiality of Records Whether or not an Addendum is attached to this Contract, the Contractor shall protect the confidentiality of all records and other materials containing personally identifying information that are maintained in accordance with the Contract and comply with HIPAA rules and regulations. Except as provided by law, no information in possession of the Contractor about any individual constituent shall be disclosed in a form including identifying information without the prior written consent of the person in interest, a minor's parent, or guardian. The Contractor shall have written policies governing access to, duplication and dissemination of, all such information. The Contractor shall advise its employees, agents and subcontractors, if any, that they are subject to these confidentiality requirements. The Contractor shall provide its employees, agents and subcontractors, if any, with a copy or written explanation of these confidentiality requirements before access to confidential data is permitted. No confidentiality requirements contained in this Contract shall negate or supersede the provisions of the federal Health Insurance Portability and Accountability Act of 1996. C. Notification Contractor shall notify its agents, employees, Subcontractors and assigns who may come into contact with State records or other confidential information that each is subject to the confidentiality requirements set forth herein, and shall provide each with a written explanation of such requirements before permitting them to access such records and information. D. Use, Security, and Retention Confidential information of any kind shall not be distributed or sold to any third party or used by Contractor or its agents in any way, except as authorized by this Contract or approved in writing by the State. Contractor shall provide and maintain a secure environment that ensures confidentiality of all State records and other confidential information wherever located. Confidential information shall not be retained in any files or otherwise by Contractor or its agents, except as permitted in this Contract or approved in writing by the State. E. Disclosure-Liability Disclosure of State records or other confidential information by Contractor for any reason may be cause for legal action by third parties against Contractor, the State or their respective agents. Contractor shall indemnify, save, and hold Page 9 of 28 harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees pursuant to this § 10. 11. CONFLICTS OF INTEREST A. Contractor shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of Contractor's obligations hereunder. Contractor acknowledges that with respect to this Contract, even the appearance of a conflict of interest is harmful to the State's interests. Absent the State's prior written approval, Contractor shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Contractor's obligations to the State hereunder. If a conflict or appearance exists, or if Contractor is uncertain whether a conflict or the appearance of a conflict of interest exists, Contractor shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict constitutes a breach of this Contract. B. The Contractor (and Subcontractors or subgrantees permitted under the terms of this Contract) shall maintain a written code of standards governing the performance of its employees engaged in the award and administration of contracts. No employee, officer or agent of the Contractor, Subcontractor or subgrantee shall participate in the selection, or in the award or administration of a contract or subcontract supported by federal funds if a conflict of interest, real or apparent, would be involved. Such a conflict would arise when: i. The employee, officer or agent; ii. Any member of the employee's immediate family; iii. The employee's partner; or iv. An organization which employs, or is about to employ, any of the above, has a financial or other interest in the firm selected for award. The Contractor's, Subcontractor's, or subgrantee's officers, employees, or agents will neither solicit nor accept gratuities, favors, or anything of monetary value from Contractors, potential Contractors, or parties to subagreements. 12. REPRESENTATIONS AND WARRANTIES Contractor makes the following specific representations and warranties, each of which was relied on by the State in entering into this Contract. A. Standard and Manner of Performance Page 10 of 28 Contractor shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in Contractor's industry, trade, or profession and in the sequence and manner set forth in this Contract. B. Legal Authority—Contractor Signatory Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all actions required by its procedures, and bylaws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract, or any part thereof, and to bind Contractor to its terms. If requested by the State, Contractor shall provide the State with proof of Contractor's authority to enter into this Contract within five (5) days of receiving such request. C. Licenses, Permits, Etc. Contractor represents and warrants that as of the Effective Date it has, and that at all times during the term hereof it shall have and maintain, at its sole expense, all licenses, certifications, approvals, insurance, permits and other authorizations required by law to perform its obligations hereunder. Contractor warrants that it shall maintain all necessary licenses, certifications, approvals, insurance, permits, and other authorizations required to properly perform this Contract, without reimbursement by the State or other adjustment in the Contract. Additionally, all employees, agents, and Subcontractors of Contractor performing Services under this Contract shall hold all required licenses or certifications, if any, to perform their responsibilities. Contractor, if a foreign corporation or other foreign entity transacting business in the State of Colorado, further warrants that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non-renewal of licenses, certifications, approvals, insurance, permits or any such similar requirements necessary for Contractor to properly perform the terms of this Contract is a material breach by Contractor and constitutes grounds for termination of this Contract. 13. INSURANCE Contractor and its Subcontractors shall obtain and maintain insurance as specified in this section at all times during the term of this Contract. All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to Contractor and the State. A. Contractor i. Public Entities Page 11 of 28 If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as amended (the "GIA"), then Contractor shall maintain at all times during the term of this Contract such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. Contractor shall show proof of such insurance satisfactory to the State, if requested by the State. Contractor shall require each contract with a Subcontractor that is a public entity, to include the insurance requirements necessary to meet such Subcontractor's liabilities under the GIA. ii. Non-Public Entities If Contractor is not a "public entity" within the meaning of the GIA, Contractor shall obtain and maintain during the term of this Contract insurance coverage and policies meeting the requirements set forth in § 13.B. B. Contractors— Subcontractors Contractor shall require each contract with Subcontractors other than those that are public entities, providing Goods or Services in connection with this Contract, to include insurance requirements substantially similar to the following: Worker's Compensation Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance covering all of Contractor's or Subcontractor's employees acting within the course and scope of their employment. General Liability Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: a. $1,000,000 each occurrence; b. $1,000,000 general aggregate; c. $1,000,000 products and completed operations aggregate; and d. $50,000 any one fire. If any aggregate limit is reduced below $1,000,000 because of claims made or paid, Subcontractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to Contractor a certificate or Page 12 of 28 other document satisfactory to Contractor showing compliance with this provision. Automobile Liability Automobile Liability Insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of$1,000,000 each accident combined single limit. iv. Additional Insured The State shall be named as additional insured on all Commercial General Liability policy (leases and construction contracts require additional insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037, or equivalent) required of Contractor and any Subcontractors hereunder. v. Primacy of Coverage Coverage required of Contractor and Subcontractor shall be primary over any insurance or self-insurance program carried by Contractor or the State. vi. Cancellation The above insurance policies shall include provisions preventing cancellation or non-renewal without at least thirty (30) days prior notice to Contractor and the State by certified mail and in accordance with § 16. vii. Subrogation Waiver All insurance policies in any way related to this Contract and secured and maintained by Contractor or its Subcontractors as required herein shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against Contractor or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. C. Certificates Contractor and all Subcontractors shall provide certificates showing insurance coverage required hereunder to the State within seven (7) business days of the Effective Date of this Contract. No later than fifteen (15) days prior to the expiration date of any such coverage, Contractor and each Subcontractor shall deliver to the State or Contractor certificates of insurance evidencing renewals thereof. In addition, upon request by the State at any other time during the term of this Contract or any subcontract, Contractor and each Subcontractor shall, within Page 13 of 28 ten (10) days of such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this § 13. 14. BREACH A. Defined In addition to any breaches specified in other sections of this Contract, the failure of the Contractor to perform any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner, constitutes a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within twenty (20) days after the institution or occurrence thereof, shall also constitute a breach. B. Notice and Cure Period In the event of a breach, the State shall notify the Contractor of such in writing in the manner provided in § 16. If such breach is not cured within ten (10) days of receipt of written notice, the State may exercise any of the remedies set forth in § 15. Notwithstanding anything to the contrary herein, the State, in its sole discretion, need not provide advance notice or a cure period and may immediately terminate this Contract in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. 15. REMEDIES A. Termination for Cause and/or Breach If Contractor is in breach under any provision of this Contract, the State shall have all of the remedies listed in this § 15 in addition to all other remedies set forth in other sections of this Contract, and without limiting its remedies otherwise available at law or equity, following the notice and cure period set forth in § 14.B. Remedies are cumulative and the State may exercise any or all of the remedies available to it, in its sole discretion, concurrently or consecutively. The State may terminate this entire Contract or any part of this Contract. Exercise by the State of this right shall not be a breach of its obligations hereunder. i. Obligations and Rights To the extent specified in any termination notice, Contractor shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver to the State all Work, Services and Goods not cancelled by the Page 14 of 28 termination notice. Contractor shall continue performance of this Contract up to the effective date of the termination. To the extent the Contract is not terminated, if any, Contractor shall continue performance until the expiration of this Contract. At the sole discretion of the State, Contractor shall assign to the State all of Contractor's right, title, and interest under such terminated orders or subcontracts. Upon termination, Contractor shall take timely, reasonable and necessary action to protect and preserve property in the possession of Contractor in which the State has an interest. All materials owned by the State in the possession of Contractor shall be immediately returned to the State. All Work Product, at the option of the State, shall be delivered by Contractor to the State and shall become the State's property. The Contractor shall be obligated to return any payment advanced under the provisions of this Contract. i. Payments The State shall reimburse Contractor only for accepted performance up to the effective date of the termination. If, after termination by the State, it is determined that Contractor was not in breach or that Contractor's action or inaction was excusable, such termination shall be treated as a termination in the public interest and the rights and obligations of the Parties shall be the same as if this Contract had been terminated in the public interest, as described herein. i. Damages and Withholding Notwithstanding any other remedial action by the State, Contractor shall remain liable to the State for any damages sustained by the State by virtue of any breach under this Contract by Contractor and the State may withhold any payment to Contractor for the purpose of mitigating the State's damages, until such time as the exact amount of damages due to the State from Contractor is determined. The State may withhold any amount that may be due Contractor as the State deems necessary to protect the State against loss, including loss as a result of outstanding liens, claims of former lien holders, or for the excess costs incurred in procuring similar goods or services. Contractor shall be liable for excess costs incurred by the State in procuring from third parties replacement Work, Services or substitute Goods as cover. B. Early Termination in the Public Interest The State is entering into this Contract for the purpose of carrying out the public policy of the State of Colorado, as determined by its Governor, General Assembly, and/or courts. If this Contract ceases to further the public policy of the State, the State, in its sole discretion, may terminate this Contract, in whole or in part. Exercise by the State of this right shall not constitute a breach of the State's Page 15 of 28 obligations hereunder. This subsection shall not apply to a termination of this Contract by the State for cause or breach by Contractor, which shall be governed by § 15.A or as otherwise specifically provided for herein. i. Method and Content The State shall notify Contractor of such termination in accordance with §16. The notice shall specify the effective date of the termination, which shall be at least twenty (20) days, and whether it affects all or a portion of this Contract. Obligations and Rights Upon receipt of a termination notice, Contractor shall be subject to and comply with the same obligations and rights set forth in § 15.A.i. i. Payments If this Contract is terminated by the State pursuant to this § 15.B, Contractor shall be paid an amount which bears the same ratio to the total reimbursement under this Contract as Contractor's obligations that were satisfactorily performed bear to the total obligations set forth in this Contract, less payments previously made. Additionally, if this Contract is less than 60% completed upon the effective date of such termination, the State may reimburse Contractor for a portion of actual out-of-pocket expenses (not otherwise reimbursed under this Contract) incurred by Contractor prior to the effective date of the termination in the public interest which are directly attributable to the uncompleted portion of Contractor's obligations hereunder; provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Contractor hereunder. C. Remedies The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: Suspend Performance Suspend Contractor's performance with respect to all or any portion of this Contract pending necessary corrective action as specified by the State without entitling Contractor to an adjustment in price/cost or performance schedule. Contractor shall promptly cease performance of such portions of the contract. Page 16 of 28 Withhold Payment Withhold payment to Contractor until Contractor's performance or corrections in Contractor's performance are satisfactorily made and completed. Deny/Reduce Payment Deny payment for those obligations not performed in conformance with Contract requirements, that due to Contractor's actions or inactions, cannot be performed or, if performed, would be of no value to the State; provided, that any denial or reduction of payment shall be reasonably related to the value to the State of the obligations not performed. iv. Removal Notwithstanding any other provision herein, the State may demand immediate removal of any of Contractor's employees, agents, or Subcontractors whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Contract is deemed to be contrary to the public interest or the State's best interest. v. Intellectual Property If Contractor infringes on a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Contract, Contractor shall, at the State's option: a. Obtain for the State or Contractor the right to use such products and services; b. Replace any Goods, Services, or other product involved with non- infringing products or modify them so that they become non- infringing; or, c. If neither of the foregoing alternatives are reasonably available, remove any infringing Goods, Services, or products and refund the price paid therefore to the State. 16. NOTICES AND REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the Page 17 of 28 address set forth below. In addition to, but not in lieu of, a hard-copy notice, notice also may be sent by c-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. For the State: Gina Robinson Department of Health Care Policy and Financing 1570 Grant Street Denver, Colorado 80203 gina.robinson@state.co.us For the Contractor: Judy Nero Board of County Commissioners of Weld County 1555 North 17th Avenue Greeley, CO 80631 jnero@co.weld.co.us 17. RIGHTS IN DATA, DOCUMENTS,AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or Work Product of any type, including drafts, prepared by Contractor in the performance of its obligations under this Contract shall be the exclusive property of the State, and all Work Product shall be delivered to the State by Contractor upon completion or termination hereof. The State's exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Contractor shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Contractor's obligations hereunder without the prior written consent of the State. 18. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials, and employees is controlled and limited by the provisions of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., and the risk management statutes, CRS §24-30-1501, et seq., as now or hereafter amended. 19. NOT USED 20. GENERAL PROVISIONS A. Assignment and Subcontracts Page 18 of 28 Contractor's rights and obligations hereunder are personal and may not be transferred, assigned or subcontracted without the prior, written consent of the State. Any attempt at assignment, transfer or subcontracting without such consent shall be void. All assignments, subcontracts, or Subcontractors are subject to all of the provisions hereof. Contractor shall be solely responsible for all of the Work performed under this Contract, regardless of whether Subcontractors are used and for all aspects of subcontracting arrangements and performance. Copies of any and all subcontracts entered into by Contractor to perform its obligations hereunder shall be in writing and submitted to the State upon request. Any and all subcontracts entered into by Contractor related to its performance hereunder shall require the Subcontractor to perform in accordance with the terms and conditions of this Contract and to comply with all applicable federal and state laws. Any and all subcontracts shall include a provision that such subcontracts are governed by the laws of the State of Colorado. B. Binding Effect Except as otherwise provided in §20.A, all provisions herein contained, including the benefits and burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors, and assigns. C. Captions The captions and headings in this Contract are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. D. Counterparts This Contract may be executed in multiple identical original counterparts, all of which shall constitute one agreement. E. Entire Understanding This Contract represents the complete integration of all understandings between the Parties and all prior representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions, deletions, or other changes hereto shall not have any force or effect whatsoever, unless embodied herein. F. Indemnification Contractor shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees pursuant to the terms of this Contract; however, the provisions hereof shall not be construed or interpreted as a waiver, express or implied, of any of the immunities, Page 19 of 28 rights, benefits, protection, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 etseq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended. G. Jurisdiction and Venue All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. H. Modification i. By the Parties Except as specifically provided in this Contract, modifications of this Contract shall not be effective unless agreed to in writing by the Parties in an amendment to this Contract, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Contract, other than contract amendments, shall conform to the policies of the Office of the State Controller, including, but not limited to, the policy entitled MODIFICATIONS OF CONTRACTS - TOOLS AND FORMS. ii. By Operation of Law This Contract is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations. Any such required modification automatically shall be incorporated into and be part of this Contract on the effective date of such change, as if fully set forth herein. Order of Precedence The provisions of this Contract shall govern the relationship of the State and Contractor. In the event of conflicts or inconsistencies between this Contract and its exhibits and attachments, including, but not limited to, those provided by Contractor, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: Colorado Special Provisions i. HIPAA Business Associate Addendum The provisions of the main body of this Contract iv. Exhibit A, Statement of Work v. Exhibit B, Contract Reimbursement Statement Page 20 of 28 J. Severability Provided this Contract can be executed and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof. K. Survival of Certain Contract Terms Notwithstanding anything herein to the contrary, provisions of this Contract requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if Contractor fails to perform or comply as required. L. Taxes The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84- 730123K) and from all State and local government sales and use taxes under CRS §§39-26-101 and 201, et seq. Such exemptions apply when materials are purchased or services are rendered to benefit the State; provided, however, that certain political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though the product or service is provided to the State. Contractor shall be solely liable for paying such taxes as the State is prohibited from paying or reimbursing Contractor for such taxes. M. Third Party Beneficiaries Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Contract are incidental to the Contract, and do not create any rights for such third parties. N. Waiver Waiver of any breach under a term, provision, or requirement of this Contract, or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement. 21. ADDITIONAL GENERAL PROVISIONS A. Compliance With Applicable Law The Contractor shall at all times during the execution of this Contract strictly adhere to, and comply with, all applicable federal and state laws, and their implementing regulations, as they currently exist and may hereafter be amended, Page 21 of28 which are incorporated herein by this reference as terms and conditions of this Contract. The Contractor shall also require compliance with these statutes and regulations in subcontracts and subgrants permitted under this contract. The federal laws and regulations include: Age Discrimination Act of 1975, as 42 U.S.C. 6101, et seq. amended Age Discrimination in Employment Act 29 U.S.C. 621-634 of 1967 Americans with Disabilities Act of 1990 42 U.S.C. 12101, et seq. (ADA) Clean Air Act 42 U.S.C. 7401, et seq. Equal Employment Opportunity E.O. 11246, as amended by E.O. 11375, amending E.O. 11246 and as supplemented by 41 CFR Part 60 Equal Pay Act of 1963 29 U.S.C. 206(d) Federal Water Pollution Control Act, as 33 U.S.C. 1251, et seq. amended Immigration Reform and Control Act of 8 U.S.C. 1324b 1986 Section 504 of the Rehabilitation Act of 29 U.S.C. 794 1973, as amended Title VI of the Civil Rights Act of 1964, 42 U.S.C. 2000d, et seq. as amended Title VII of the Civil Rights Act of 1964 42 U.S.C. 2000e Title IX of the Education Amendments of 20 U.S.C. 1681 1972, as amended State laws include: Civil Rights Division Section 24-34-301, CRS, et seq. The Contractor also shall comply with any and all laws and regulations prohibiting discrimination in the specific program(s) which is/are the subject of Page 22 of 28 this Contract. In consideration of and for the purpose of obtaining any and all federal and/or state financial assistance, the Contractor makes the following assurances, upon which the State relies. i. The Contractor will not discriminate against any person on the basis of race, color, national origin, age, sex, religion or handicap, including Acquired Immune Deficiency Syndrome (AIDS) or AIDS-related conditions, in performance of Work under this Contract. At all times during the performance of this Contract, no qualified individual with a disability shall, by reason of such disability, be excluded from participation in, or denied benefits of the service, programs, or activities performed by the Contractor, or be subjected to any discrimination by the Contractor. The Contractor shall take all necessary affirmative steps, as required by 45 CFR 92.36(e), Colorado Executive Order and Procurement Rules, to assure that small and minority businesses and women's business enterprises are used, when possible, as sources of supplies, equipment, construction, and services purchased under this Contract. B. Federal Audit Provisions Office of Management and Budget (OMB) Circular No. A-133 Audits of States, Local Governments, and Non-Profit Organizations defines audit requirements under the Single Audit Act of 1996 (Public Law 104-156). All state and local governments and non-profit organizations expending $500,000 or more from all sources (direct or from pass-through entities) are required to comply with the provisions of Circular No. A-133. The Circular also requires pass-through entities to monitor the activities of subrecipients and ensure that subrecipients meet the audit requirements. To identify its pass-through responsibilities, the State of Colorado requires all subrecipients to notify the State when expected or actual expenditures of federal assistance from all sources equal or exceed $500,000. C. Debarment and Suspension If this is a covered transaction or the Contract amount exceeds $100,000, the Contractor certifies to the best of its knowledge and belief that it and its principals and Subcontractors are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency. ii. This certification is a material representation of fact upon which reliance was placed when the State determined to enter into this transaction. If it is later determined that the Contractor knowingly rendered an erroneous Page 23 of 28 certification, in addition to other remedies available at law or by contract, the State may terminate this Contract for default. iii. The Contractor shall provide immediate written notice to the State if it has been debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded by any Federal department or agency. iv. The terms "covered transaction," "debarment," "suspension," "ineligible," "lower tier covered transaction," "principal," and "voluntarily excluded," as used in this paragraph, have the meanings set out in 2 CFR Parts 180 and 376. v. The Contractor agrees that it will include this certification in all lower tier covered transactions and subcontracts that exceed $100,000. D. Force Majeure Neither the Contractor nor the State shall be liable to the other for any delay in, or failure of performance of, any covenant or promise contained in this Contract, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to the extent that, such delay or failure is caused by "force majeure." As used in this Contract, "force majeure" means acts of God; acts of the public enemy; acts of the state and any governmental entity in its sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes or other labor disputes; freight embargoes; or unusually severe weather. E. Disputes Except as herein specifically provided otherwise, disputes concerning the performance of this Contract which cannot be resolved by the designated Contract representatives shall be referred in writing to a senior departmental management staff designated by the State and a senior manager designated by the Contractor. Failing resolution at that level, disputes shall be presented in writing to the Executive Director of the State and the Contractor's Chief Executive Officer for resolution. This process is not intended to supersede any other process for the resolution of controversies provided by law. F. Lobbying Contractor certifies, to the best of his or her knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering Page 24 of 28 into of any cooperative Contract, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative Contract. i. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an office or employee of any agency, a Member of Congress, an office or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative Contract, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. iii. The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative Contracts) and that all subrecipients shall certify and disclose accordingly. iv. This certification is a material representation of fact upon which reliance was placed when the transaction was made or entered into. Submission of the certification is a requisite for making or entering into transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 25 of 28 SPECIAL PROVISIONS (The 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 §24-10-10t et seq.,or the Federal Tort Claims Act,28 U.S.C. §§I 346(6)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 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. Issued by the Office of the State Controller Date Issued: 7/1/74 Rule 3-1 Page 26 of28 Date Revised: I/1/09 SPECIAL PROVISIONS (The Special Provisions apply to all contracts except where noted in italics.) 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 tinder 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 §24-76.5-101 et seq.,and (c)has produced one form of identification required by CRS§24-76.5-103 prior to the effective date of this contract. Issued by the Office of the State Controller Dale Issued: 7/1/74 Rule 3-I Page 27 of 28 Date Revised: 1/1/09 Contract Routing Number 2211-0150 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: Board of County Commissioners of Bill Ritter, Jr., Governor Weld County Legal Name of Contracting Entity By: ,'3,4,,,- t _i v..� .-t4-1 By: 6S- c �, pf Joan Henneberry, Executive Director /Signature of uthorized Officer Department of Health Care Policy and Financing Douglas Rademacher ! y ) , Printed Name of Authorized Officer Date: , t. 1 /j Chair LEGAL REVIEW: Printed Title of Authorized Officer John W. Suthers, Attorney General Date: DEC 2 0 2010 By: cij9 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: D id J. c ott, CPA By: Date: CD Page 28 of 28 &c/D- oV7/ HIPAA BUSINESS ASSOCIATE ADDENDUM This Business Associate Addendum ("Addendum") is part of the Contract between the State of Colorado, Department of Health Care Policy and Financing and Board of County Commissioners of Weld County, contract number 2211-0150. For purposes of this Addendum, the State is referred to as "Department", "Covered Entity" or "CE" and the Contractor is referred to as "Associate". Unless the context clearly requires a distinction between the Contract document and this Addendum, all references herein to "the Contract" or "this Contract" include this Addendum. RECITALS A. CE wishes to disclose certain information to Associate pursuant to the terms of the Contract, some of which may constitute Protected Health Information ("PHI") (defined below). B. CE and Associate intend to protect the privacy and provide for the security of PHI disclosed to Associate pursuant to this Contract in compliance with the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. § 1320d — 1320d-8 ("HIPAA") as amended by the American Recovery and Reinvestment Act of 2009 ("ARRA")/HITECH Act (P.L. 111-005), and its implementing regulations promulgated by the U.S. Department of Health and Human Services, 45 C.F.R. Parts 160, 162 and 164 (the "Privacy Rule") and other applicable laws, as amended. C. As part of the HIPAA regulations, the Privacy Rule requires CE to enter into a contract containing specific requirements with Associate prior to disclosure of PHI, as set forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the Code of Federal Regulations ("C.F.R.") and contained in this Addendum. The parties agree as follows: L Definitions. a. Except as otherwise defined herein, capitalized terms in this Addendum shall have the definitions set forth in the HIPAA Privacy Rule at 45 C.F.R. Parts 160, 162 and 164, as amended. In the event of any conflict between the mandatory provisions of the Privacy Rule and the provisions of this Contract, the Privacy Rule shall control. Where the provisions of this Contract differ from those mandated by the Privacy Rule, but are nonetheless permitted by the Privacy Rule, the provisions of this Contract shall control. b. "Protected Health Information" or "PHI" means any information, whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be HCPF Model BA for New/Amended Contracts Page 1 of 9 Revised 7/10 used to identify the individual, and shall have the meaning given to such term under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.501. c. "Protected Information" shall mean PHI provided by CE to Associate or created or received by Associate on CE's behalf. To the extent Associate is a covered entity under HIPAA and creates or obtains its own PHI for treatment, payment and health care operations, Protected Information under this Contract does not include any PHI created or obtained by Associate as a covered entity and Associate shall follow its own policies and procedures for accounting, access and amendment of Associate's PHI. 2. Obligations of Associate. a. Permitted Uses. Associate shall not use Protected Information except for the purpose of performing Associate's obligations under this Contract and as permitted under this Addendum. Further, Associate shall not use Protected Information in any manner that would constitute a violation of the Privacy Rule if so used by CE, except that Associate may use Protected Infomiation: (i) for the proper management and administration of Associate; (ii) to carry out the legal responsibilities of Associate; or (iii) for Data Aggregation purposes for the Health Care Operations of CE. Additional provisions, if any, governing permitted uses of Protected Information are set forth in Attachment A to this Addendum. Associate accepts full responsibility for any penalties incurred as a result of Associate's breach of the Privacy Rule. b. Permitted Disclosures. Associate shall not disclose Protected Information in any manner that would constitute a violation of the Privacy Rule if disclosed by CE, except that Associate may disclose Protected Information: (i) in a manner permitted pursuant to this Contract; (ii) for the proper management and administration of Associate; (iii) as required by law; (iv) for Data Aggregation purposes for the Health Care Operations of CE; or (v) to report violations of law to appropriate federal or state authorities, consistent with 45 C.F.R. Section 164.502(j)(1). To the extent that Associate discloses Protected Information to a third party, Associate must obtain, prior to making any such disclosure: (i) reasonable assurances from such third party that such Protected Information will be held confidential as provided pursuant to this Addendum and only disclosed as required by law or for the purposes for which it was disclosed to such third party; and (ii) an agreement from such third party to notify Associate within two business days of any breaches of confidentiality of the Protected Information, to the extent it has obtained knowledge of such breach. Additional provisions, if any, governing permitted disclosures of Protected Information are set forth in Attachment A. c. Appropriate Safeguards. Associate shall implement appropriate safeguards as are necessary to prevent the use or disclosure of Protected Information other than as permitted by this Contract. Associate shall comply with the requirements of the Security Rules, 164.308, 164.310, 164.312, and 164.316. Associate shall maintain a comprehensive written information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of the Associate's operations and the nature and scope of its activities. HCPF Model BA for New/Amended Contracts Page 2 of 9 Revised 7/10 d. Reporting of Improper Use or Disclosure. Associate shall report to CE in writing any use or disclosure of Protected Information other than as provided for by this Contract within five (5) business days of becoming aware of such use or disclosure. e. Associate's Agents. If Associate uses one or more subcontractors or agents to provide services under the Contract, and such subcontractors or agents receive or have access to Protected Information, each subcontractor or agent shall sign an agreement with Associate containing substantially the same provisions as this Addendum and further identifying CE as a third party beneficiary with rights of enforcement and indemnification from such subcontractors or agents in the event of any violation of such subcontractor or agent agreement. Associate shall implement and maintain sanctions against agents and subcontractors that violate such restrictions and conditions shall mitigate the effects of any such violation. f. Access to Protected Information. Associate shall make Protected Information maintained by Associate or its agents or subcontractors in Designated Record Sets available to CE for inspection and copying within ten (10) business days of a request by CE to enable CE to fulfill its obligations to permit individual access to PHI under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.524. g. Amendment of PHI. Within ten (10) business days of receipt of a request from CE for an amendment of Protected Information or a record about an individual contained in a Designated Record Set, Associate or its agents or subcontractors shall make such Protected Information available to CE for amendment and incorporate any such amendment to enable CE to fulfill its obligations with respect to requests by individuals to amend their PHI under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.526. If any individual requests an amendment of Protected Information directly from Associate or its agents or subcontractors, Associate must notify CE in writing within five (5) business days of receipt of the request. Any denial of amendment of Protected Information maintained by Associate or its agents or subcontractors shall be the responsibility of CE. h. Accounting Rights. Within ten (10) business days of notice by CE of a request for an accounting of disclosures of Protected Information, Associate and its agents or subcontractors shall make available to CE the information required to provide an accounting of disclosures to enable CE to fulfill its obligations under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.528. As set forth in, and as limited by, 45 C.F.R. Section 164.528, Associate shall not provide an accounting to CE of disclosures: (i) to carry out treatment, payment or health care operations, as set forth in 45 C.F.R. Section 164.506; (ii) to individuals of Protected Information about them as set forth in 45 C.F.R. Section 164.502; (iii) pursuant to an authorization as provided in 45 C.F.R. Section 164.508; (iv) to persons involved in the individual's care or other notification purposes as set forth in 45 C.F.R. Section 164.510; (v) for national security or intelligence purposes as set forth in 45 C.F.R. Section 164.512(k)(2); (vi) to correctional institutions or law enforcement officials as set fort 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 HCPF Model BA for New/Amended Contracts Page 3 of 9 Revised 7/10 request, but not before the compliance date of the Privacy Rule. At a minimum, such information shall include: (i) the date of disclosure; (ii) the name of the entity or person who received Protected Information and, if known, the address of the entity or person; (iii) a brief description of Protected Information disclosed; and (iv) a brief statement of purpose of the disclosure that reasonably informs the individual of the basis for the disclosure, or a copy of the individual's authorization, or a copy of the written request for disclosure. In the event that the request for an accounting is delivered directly to Associate or its agents or subcontractors, Associate shall within five (5) business days of the receipt of the request forward it to CE in writing. It shall be CE's responsibility to prepare and deliver any such accounting requested. Associate shall not disclose any Protected Information except as set forth in Section 2(b) of this Addendum. 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 agents or subcontractors shall retain all Protected Information throughout the term of this Contract and shall continue to maintain the information required under Section 2(h) of this Addendum for a period of six (6) years. m. Associate's Insurance. Associate shall maintain casualty and liability insurance to cover loss of PHI data and claims based upon alleged violations of privacy rights through improper use or disclosure of PHI. All such policies shall meet or exceed the minimum insurance requirements of the Contract (e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional insured status and notice of cancellation). n. Notification of Breach. During the term of this Contract, Associate shall notify CE within two (2) business days of any suspected or actual breach of security, intrusion or unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of data in violation of any applicable federal or state laws or regulations. Such notice shall include the identification of each individual whose unsecured PHI has been, or is reasonably believed to HCPF Model BA for New/Amended Contracts Page 4 of 9 Revised 7/10 have been accessed, acquired or disclosed during the breach. Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations. o. Audits, Inspections and Enforcement. Within ten (10) business days of a written request by CE, Associate and its agents or subcontractors shall allow CE to conduct a reasonable inspection of the facilities, systems, books, records, agreements, policies and procedures relating to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of determining whether Associate has complied with this Addendum; provided, however, that: (i) Associate and CE shall mutually agree in advance upon the scope, timing and location of such an inspection; (ii) CE shall protect the confidentiality of all confidential and proprietary information of Associate to which CE has access during the course of such inspection; and (iii) CE shall execute a nondisclosure agreement, upon terms mutually agreed upon by the parties, if requested by Associate. The fact that CE inspects, or fails to inspect, or has the right to inspect, Associate's facilities, systems, books, records, agreements, policies and procedures does not relieve Associate of its responsibility to comply with this Addendum, nor does CE's (i) failure to detect or (ii) detection, but failure to notify Associate or require Associate's remediation of any unsatisfactory practices, constitute acceptance of such practice or a waiver of CE's enforcement rights under the Contract. p. Safeguards During Transmission. Associate shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of Protected Information transmitted to CE pursuant to the Contract, in accordance with the standards and requirements of the Privacy Rule, until such Protected Information is received by CE, and in accordance with any specifications set forth in Attachment A. q. Restrictions and Confidential Communications. Within ten (10) business days of notice by CE of a restriction upon uses or disclosures or request for confidential communications pursuant to 45 C.F.R. Section 164.522, Associate will restrict the use or disclosure of an individual's Protected Information, provided Associate has agreed to such a restriction. Associate will not respond directly to an individual's requests to restrict the use or disclosure of Protected Information or to send all communication of Protected Information to an alternate address. Associate will refer such requests to the CE so that the CE can coordinate and prepare a timely response to the requesting individual and provide direction to Associate. 3. Obligations of CE. a. Safeguards During Transmission. CE shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Associate pursuant to this Contract, in accordance with the standards and requirements of the Privacy Rule, until such PHI is received by Associate, and in accordance with any specifications set forth in Attachment A. b. Notice of Changes. CE shall provide Associate with a copy of its notice of privacy practices produced in accordance with 45 C.F.R. Section 164.520, as well as any subsequent changes or limitation(s) to such notice, to the extent such changes or limitation(s) HCPF Model BA for New/Amended Contracts Page 5 of 9 Revised 7/10 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 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: (I) 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 4(a), 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 the public interest, and the rights and obligations of the parties shall be the same as if this Contract had been terminated for the public interest, 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 arc unsuccessful, CE shall either (i) terminate the Contract, if feasible or (ii) if termination of this HCPF Model BA for New/Amended Contracts Page 6 of 9 Revised 7/10 Contract is not feasible, CE shall report Associate's breach or violation to the Secretary of the Department of Health and Human Services. c. Judicial or Administrative Proceedings. Either party may terminate the Contract, effective immediately, if(i) the other party is named as a defendant in a criminal proceeding for a violation of HIPAA, the HIPAA Regulations or other security or privacy laws or (ii) a finding or stipulation that the other party has violated any standard or requirement of HIPAA, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined. d. Effect of Termination. (l) Except as provided in paragraph (2) of this subsection, upon termination of this Contract, for any reason, Associate shall return or destroy all Protected Information that Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of such Protected Information that Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of such Protected information. If Associate elects to destroy the PHI, Associate shall certify in writing to CE that such PHI has been destroyed. (2) If Associate believes that returning or destroying the Protected Information is not feasible, Associate shall promptly provide CE notice of the conditions making return or destruction infeasible. Upon mutual agreement of CE and Associate that return or destruction of Protected Information is infeasible, Associate shall continue to extend the protections of Sections 2(a), 2(b), 2(c), 2(d) and 2(e) of this Addendum to such information, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. 5. Injunctive Relief. CE shall have the right to injunctive and other equitable and legal relief against Associate or any of its agents or subcontractors in the event of any use or disclosure of Protected Information in violation of this Contract or applicable law. 6. No Waiver of Immunity. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, CRS 24-10-100 et seg. 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 H1PAA 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. HCPF Model BA for New/Amended Contracts Page 7 of 9 Revised 7/10 9. Certification. To the extent that CE determines an examination is necessary in order to comply with CE's legal obligations pursuant to H1PAA relating to certification of its security practices, CE or its authorized agents or contractors may, at CE's expense, examine Associate's facilities, systems, procedures and records as may be necessary for such agents or contractors to certify to CE the extent to which Associate's security safeguards comply with HIPAA, the HIPAA Regulations or this Addendum. 10. Amendment. a. Amendment to Comply with Law. The parties acknowledge that state and federal laws relating to data security and privacy are rapidly evolving and that amendment of this Addendum may re required to provide for procedures to ensure compliance with such developments. The Parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, the Privacy Rule, the Final HIPAA Security Regulations at 68 Fed. Reg. 8334 (Feb 20, 2003), 45 C.F.R. § 164.314 and other applicable laws relating to the security or privacy of PHI. The parties understand and agree that CE must receive satisfactory written assurance from Associate that Associate will adequately safeguard all Protected Information. Upon the request of either party, the other party agrees to promptly enter into negotiations concerning the terms of an amendment to this Addendum embodying written assurances consistent with the standards and requirements of HIPAA, the Privacy Rule or other applicable laws. CE may terminate this Contract upon thirty(30) days written notice in the event (i) Associate does not promptly enter into negotiations to amend this Contract when requested by CE pursuant to this Section or (ii) Associate does not enter into an amendment to this Contract 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 thirty (30) hours, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against CE, its directors, officers or employees based upon a claimed violation of HIPAA, the Privacy Rule or other laws relating to security and privacy or PHI, 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 HCPF Model BA for New/Amended Contracts Page 8 of 9 Revised 7/10 any ambiguity in this Contract shall be resolved in favor of a meaning that complies and is consistent with HIPAA and the Privacy Rule. This Contract supersedes and replaces any previous separately executed HIPAA addendum between the parties. 14. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary, Associate's obligation sunder 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: Name: Gina Robinson Title: Program Administrator Department: Department of Health Care Policy and Financing Address: 1570 Grant Street, Denver, CO 80203 Contractor/Business Associate Representative: Name: Judy Nero Title: Business Manager Company: Board of County Commissioners of Weld County Address: 1555 North 17th Avenue Greeley, CO 80631 HCPF Model BA for New/Amended Contracts Page 9 of 9 Revised 7/10 ATTACHMENT A This Attachment sets forth additional terms to the HIPAA Business Associate Addendum, which is part of the Contract, between the State of Colorado, Department of Health Care Policy and Financing, and Board of County Commissioners of Weld County, contract 2211-0150 ("Contract") and is effective as of January 1, 2011 (the "Attachment Effective Date"). This Attachment may be amended from time to time as provided in Section 10(b) of the Addendum. 1. Additional Permitted Uses. In addition to those purposes set forth in Section 2(a) of the Addendum, Associate may use Protected Information as follows: No additional permitted uses. 2. Additional Permitted Disclosures. In addition to those purposes set forth in Section 2(b) of the Addendum, Associate may disclose Protected Information as follows: No additional permitted disclosures. 3. Subcontractor(s). The parties acknowledge that the following subcontractors or agents of Associate shall receive Protected Information in the course of assisting Associate in the performance of its obligations under this Contract: None. 4. Receipt. Associate's receipt of Protected Information pursuant to this Contract shall be deemed to occur as follows and Associate's obligations under the Addendum shall commence with respect to such PHI upon such receipt: Upon receipt of PHI from the Department. 5. Additional Restrictions on Use of Data. CE is a Business Associate of certain other Covered Entities and, pursuant to such obligations of CE, Associate shall comply with the following restrictions on the use and disclosure of Protected Information: No additional restrictions on Use of Data. 6. Additional Terms. No additional terms. Page 1 of 1 Contract Routing No. 2211-0150 EXHIBIT A STATEMENT OF WORK OUTREACH TO ELIGIBLE BUT NOT ENROLLED (EBNE) FOR THE FAMILY MEDICAID AND THE CHILD HEALTH PLAN PLUS (CHP+) PROGRAMS AND OUTREACH AND ADMINISTRATIVE CASE MANAGEMENT FOR THE ELIGIBLE CHILDREN AND YOUTH AGED 20 AND UNDER AND ALL PREGNANT WOMEN ENROLLED IN MEDICAID AND CHP+ 1.0 GENERAL DESCRIPTION 1.1 The Contractor is required to serve Weld county and provide Early and Periodic Screening, Diagnosis and Treatment (EPSDT) services listed at 42 U.S.C. Sections 1396(a)(43) and 1396d(2)(4)(B) and 10 C.C.R. 2505-10.8.280, and to provide Children's Health Plan Plus (CHP+) services listed at 42 CFR 457.90 through 42CFR 457.110 and 42 CFR 457.340. 2.0 DEFINITIONS 2.1 "Assist" means certified by the Department to assist potentially eligible clients in completing the application, verifying documents (Certified Application Assistance Site (CAAS), Presumptive Eligibility (PE) site, Medical Assistance (MA) site and/or county department of social/human services) and submitting the completed application for eligibility determination to a MA site or county department of social/human services. 2.2 "Refer" means not certified by the Department to assist potentially eligible clients in completing the application and verifying documents, but knowledgeable about the existence of and locations for CAAS, PE site, MA site, county department of social/human services or the Colorado Program Eligibility Application Kit Colorado PEAK)web site 3.0 BACKGROUND 3.1 The Department is the single State Agency charged with the operation of the EPSDT program in Colorado. EPSDT is contained within Title XIX of the Social Security Act, Section 1905. EPSDT covers a wide variety of services, including those that are listed in the state plan as well as those that are medically necessary for the health of the child. The Department operates the EPSDT program for children 20 and under as well as all pregnant women who are eligible for Medicaid. By statute and operation, EPSDT is an entitlement program since it is contained within Medicaid itself. Page 1 of 9 3.2 The Department is also the State Agency charged with the administration of the Children's Basic Health Plan (CBHP) marketed as CHP+ CBHP was enacted through C.R.S. 25.5-8-101, through C.R.S. 25.5-8-113 et seq. CHP+ is a health care coverage program for children in families with incomes equal to or below 250% of the federal poverty level. The CHP+ program, by statute and operation, is a non-entitlement, commercial-coverage health plan with largely privatized administration. Public/private collaboration and cooperation are hallmarks of CI 1P+. 3.3 Healthy Communities combines the best aspects of the EPSDT Outreach and Administrative Case Management program and the CHP+ outreach program into one program to better meet the needs of clients. 4.0 DEPENDENCIES 4.1 The Department will: 4.1.1 Provide education and training for the Contractor on Family Medicaid and CHP+ eligibility requirements, enrollment procedures and benefits; 4.1.2 Provide training for the Contractor to become a CAAS or PE site, if requested; 4.1.3 Provide the Contractor with necessary Managed Care Organizations (MCO) contacts, MCO client referral procedures and health plan information; 4.1.4 Conduct a baseline survey and at the completion of the Contract on client satisfaction to determine how the client's interaction with the Family Health Coordinators assisted them in accessing health care services and give the results to the Contractor; 4.1.5 Conduct a baseline survey and at the completion of the Contract on provider satisfaction to determine how the provider's interaction with the Family Health Coordinators assisted them in serving their clients; 4.1.6 Provide the Contractor with the necessary program procedures and documents required to provide education and training to community partners; 4.1.7 Provide feedback on areas where the Contractor's training process needs improvement; and, 4.1.8 Conduct a baseline survey and at the completion of the Contract of community partners on their knowledge of the Family Health Coordinators and the community partners' assessment of the Family Health Coordinator's effectiveness in providing accurate and timely assistance and the results given to the Contractor. 4.2 The Contractor shall: 4.2.1 Demonstrate knowledge of standards and usage of the following documents or websites: 4.2.1.1 Applications Medicaid; 4.2.1.2 Colorado PEAK (colorado.gov/benefits); Page 2 of 9 4.2.1.3 Medicaid Medical Homes for Children Program (MedicalHomeColorado.org); 4.2.1.4 Peregrine Data Management(MedicalQuest.com); 4.2.1.5 Health Care Policy and Financing, (Colorado.gov/hcpl), including but not limited to: 4.2.1.5.1 Medicaid Provider Services; 4.2.1.5.2 Provider bulletins; 4.2.1.5.3 Billing manuals; 4.2.1.5.4 Location of applications as well as the lists of locations of PE and CAAS sites; 4.2.1.5.5 Program fact sheets; 4.2.1.5.6 Medicaid co-pay information; 4.2.1.5.7 Behavioral Health information; 4.2.1.5.8 CHP+program information (cchp.org); 4.2.1.6 Colorado Department of Public Health and Environment (cdphe.state.co.us), including but not limited to: 4.2.1.6.1 Immunizations; 4.2.1.6.1.1 VFC and Infant Immunization programs; 4.2.1.6.1.2 Colorado Immunization Information System(CIIS); 4.2.1.6.2 Health Care Program for Children with Special Needs (HCP); 4.2.1.6.3 Women, Infants, and Children (WIC); 4.2.1.6.4 Health Statistics; 4.2.1.7 Colorado Health Foundation (coloradohealth.org); 4.2.1.8 EI Colorado (eicolorado.org); 4.2.1,9 Colorado Child Healthcare Access Program(CCHAP.org); 4.2.1.10 Centers for Medicare and Medicaid, EPSDT 416 reporting (CMS.gov); and 4.2.1.11 Colorado Head Start(coloheadstart.org). 5.0 DELIVERABLES 5.1 The Contractor shall perform all services described in this section in accordance with all applicable federal and state regulations and policies. 5.1.1 Outreach to EBNE families to that includes, but is not limited to the following: 5.1.1,1 Generate awareness of all available programs; 5.1.1.2 Encourage families to apply for medical assistance; Page 3 of 9 5A.1.3 Educate families on availability of application assistance and PE sites or assist the family with the application before referring them to an assistance site or submitting application from your site; 5,1.1.4 Provide applicants with education on the enrollment process and Medicaid and CHP+ benefits to increase their knowledge of and encourage enrollment in Medicaid and CHP+; 5.1.1.5 Assist EBNE children and pregnant women with the application process; 5.1.1.6 Assist applicants in accessing and accessing PEAK for eligibility self-screening; 5.1.1.7 Refer EBNE children and pregnant women to a CAAS, PE site, MA site, county department of social/human services or PEAK for the purpose of facilitated enrollment in Medicaid and CHP+; and 5.1.1.8 Educate parents and families on the other services and benefits available within the community, including medical and non-medical programs. 5.2 The Contractor shall: 5.2.1 Participate in four(4) community activities per month; and: 5.2.2 The Contractor shall follow-up with at least 25% of the EBNEs as to the outcome of the outreach. If the family did not submit an application, inquire as to the reasons for non-submission of an application and encourage the family to apply for coverage. Information regarding this follow-up shall be contained in the monthly reporting for the EBNE families seen during the pervious three months; 5.2.3 Perform outreach to eligible families and pregnant women to provide "system navigation" services that complement the health care services provided by Medicaid and CHP+ providers. The Contractor shall perform all services described in this section in accordance with all applicable federal and state regulations and policies; 5.2.3.1 Provide information to families and pregnant women on available managed care options to parents and families and refer them appropriately; 5.2.3.1.1 If enrolled in CHP+, the referral shall be to the State Managed Care Administrative Services Organization (ASO) contractor. If enrolled in Medicaid, the referral shall be to the Colorado Medicaid Enrollment Broker to facilitate their choice of providers; or Network (SMCN) or applicable MCO for enrollment information; 5.2.3.2 Assist parents and families in selecting a managed care plan, Primary Care Provider (PCP), Obstetrician/ Gynecologist (OB/GYN) or certified Medical Home and offer clarification of the role of the PCP; 5.2.3.3 Assist parents and families to understand the need for timely and appropriate appointments according to the Colorado Periodicity Schedule; 5.2.3.4 Assist parents and families in obtaining appointments with providers in appropriate settings; 5.2.3.5 Educate parents and families on the financial responsibilities of Medicaid and/or CHP+; 5.2.3.6 Assist parents and families with billing issues; Page 4 of 9 5.2.3.7 Assist the client in reporting the birth of a newborn; 5.2.3.8 Facilitate parent and family access to medical home providers and resources available in their community; 5.2.3.9 Educate parents and families on the other services and benefits available within the community that they may be eligible for, including medical and non-medical programs; and 5.2,3.10 Assist parents and families with access to PEAK to determine whether they may be eligible for public health insurance programs and if they are existing clients to check their benefits. 5.2.4 The Contractor shall work with local community partners who provide medical and non-medical programs and services that are not covered by Medicaid or CHP+. 5.2.5 The Contractor's Family Health Coordinators shall conduct outreach and training to community partners to ensure that families have accurate information and access to needed community resources with an emphasis on: 5.2.5.1 Training community partners to understand the Department's basic eligibility guidelines and program rules and regulations to ensure appropriate client referrals to providers for medical services; 5.2.5.2 Assisting community partners to identify additional resources and programs and ensure that families have access to these programs; 5.2.5.3 Communicating the availability of Family Health Coordinators as a resource to: 5.2.5.3.1 Community partners; 5.2.5.3.2 Providers; 5.2.5.3.3 Child protection; 5.2.5.3.4 Foster care; 5.2.5.3.5 Public health; 5.2.5.3.6 Schools, and 5.2.5.3.7 All other interested parties; 5.2.5.4 Share lists of current providers who are accepting new clients, including office hours and ages accepted to ensure current and proper referrals utilizing data from the Department; and, 5.2.5.5 Assist community partners to engage families who appear eligible in one-on-one discussions at health fairs and other health events regarding the financial and health benefits of participation in Medicaid and CHP+, how to apply for these programs and the benefits of the programs. 6.0 REPORTING Page 5 of 9 6.1 Reports shall be submitted by the Contractor according to the following schedule: STATUS REPORTING REPORT DUE DATE CHANGE IN WORK PLAN RESULTING IN CHANGE IN SERVICES Monthly By the tenth (10th) business day of If change has occurred, Reports each month for the prior month's impact must be reported in performance results. monthly report. Final Report No later than July 15, 2011 If change has occurred, impact must be reported in final report. Ad hoc As requested by the Department Report(s) 6.2 All reports shall be submitted in accordance with the requirements of the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. § 1320d— 1320d-8 (HIPAA). 6.3 MONTHLY REPORT 6.3.1 This section outlines the required elements to be included in the monthly report to be submitted to the Department for review and approval on a monthly basis. The Contractor shall create an electronic spreadsheet which captures all required information. 6.3.2 The Contractor shall provide a monthly report in an electronic spreadsheet format as specified by the Department. . All reports shall include the status and outcomes of activities performed by a Family Health Coordinator, including the following: 6.3.2.1 Contacts with EBNE clients, including the following data elements in an electronic spreadsheet format: 6.3.2.2 Social Security number, last name, first name, middle initial and date of birth (DOB); 6.3.2.3 Notation that the Contractor assisted the client with the application process; 6.3.2.4 Notation that the Contractor referred the client to an appropriate eligibility site; 6.3.2.5 Contacts with enrolled clients, including whether the contact was: 6.3.2.5.1 Face-to-face; 6.3.2.5.2 Telephone; 6.3.2.5.3 Letter, or; 6.3.2.5.4 Through other social marketing or electronic means; 6.3.2.6 Contacts with Medicaid providers, CHP+ providers, community resources and community partners; 6.3.2.7 Clients assisted in obtaining or making follow-up appointments with providers in appropriate settings; Page 6 of 9 6.3.2.8 Clients assisted in reporting the birth of their newborn; 6.3.2.8.1 Appropriate referrals (appropriate means a referral, which meets the family's specific needs for community resources) made to specific providers and community partners; 6.3.2.9 Families who established access through a medical home provider; 6.3.2.10 Requests for assistance from specific providers and community partners as well as completed tasks related to the requests; and 6.3.2.11 Referrals received from specific providers and community partners; 6.3.2.12 "Lessons learned" and "best practices" experienced while working in provider offices; and 6.3.2.13 Details of any significant monthly change in the Contractor's operations that could cause a change in capacity to meet the requirements in the Statement of Work; 6.3.3 The Contractor shall implement any Department-approved changes to the Contractor's reports in subsequent months. 6.4 FINAL REPORT 6.4.1 The Contractor shall submit a final report summarizing success and challenges of the program over the contract period The Contractor shall submit final report to the Department by the July 15, 2011 for the prior contract year. The Contractor shall provide the Department with an executive summary of the contract year's activities and outcomes, trends and results. 6.5 AD HOC REPORTS 6.5.1 Ad Hoc reports are defined as reports that the Department may require the Contractor to generate on an as-needed basis. When the Department requests information that is not part of usual business processes, the Contractor shall coordinate with the Department to confirm its understanding of the request, identify the best method for response and respond fully by providing such report within thirty (30) days of the Department's request. 7.0 CONTRACTOR'S RESPONSIBILITIES 7.1 Key Personnel 7.1.1 Contract Manager 7.1.1.1 Contractor's performance hereunder shall be under the direct supervision of the contract manager, an employee or agent of Contractor, who is hereby designated as the responsible party for the completion of the Statement of Work for this contract. 7.1.2 Other Key Personnel 7.1.2.1 The Contractor shall provide Key Personnel who have previous experience in providing quality work on projects of similar scope and size. The Department Page 7 of 9 reserves the right to approve or disapprove all of the Key Personnel assigned to this contract. In the event that a Key Personnel resigns or is terminated, the Contractor shall provide the Department with immediate notice of the vacancy, the reason(s) for the vacancy and an action plan for filling the Key Personnel position. A Key Personnel position shall not be vacant for more than sixty (60) consecutive days. The Contractor may not fill vacant Key Personnel positions with other existing personnel without approval by the Department. It is the responsibility of the Contractor to cover the Key Personnel's position during leaves of absence. 7.1.2.2 Below are the Key Personnel titles identified for this contract: 7.1.2.2.1 Program Supervisor, and 7.1.2.2.2 Family Health Coordinator(s). 7.1.2.3 The Contractor must identify all Key Personnel to the Department within thirty (30) days of the effective date of this contract, including those who arc not directly employed by the Contractor. 7.1.3 Replacement 7.1.3.1 Contractor shall immediately notify the Department if any Key Personnel cease to be assigned to this contract. Provided there is a good-faith reason for the change, if Contractor wishes to replace Key Personnel, Contractor shall notify the Department and seek its approval. Such approval is at the Department's sole discretion. Such notice shall specify why the change is necessary, who the proposed replacement is, what their qualifications are and when the change would take effect. Anytime Key Personnel cease to be assigned to this contract, the Department, in its sole discretion, may direct Contractor to suspend work until such time as their replacements arc approved. All notices sent under this subsection shall be sent in accordance with the Notices and Representatives provisions of this contract. 7.2 Performance Standards 7.2.1 The Contractor shall demonstrate progress in performing outreach to EBNE families as measured by the enrollment of the family in the appropriate medical assistance program. 7.2.2 The Contractor shall demonstrate increased physical, oral health and mental health utilization in their service area(s) for EPSDT children as measured by the EPSDT 416 and other billing reports. 7.2.3 The Contractor shall demonstrate completion of at least four (4) training and outreach activities a month, listing the attendees and a reason for training. 7.2.4 A survey administered by the Department will verify whether the Contractor has met the established goal of eighty percent (80%) of the community partners having knowledge of Family Health Coordinators and whether the community partners' interactions with the Family Health Coordinator have resulted in clients making the appropriate appointment. Page 8 of 9 8.0 PAYMENTS The Contractor shall submit an invoice monthly based on the Contractor's actual expenditures for the period specified. All invoices shall be submitted utilizing the Contract Reimbursement Statement form attached to this contract as Exhibit B. All invoices shall reference the contract by the contract routing number which appears on the first page of the contract. Invoices shall be based upon the costs of the work and services performed during the term of this contract; and, shall be supplemented or accompanied by supporting data and subcontractor invoices, if any, covering the work shown on the invoice. Indirect costs shall not exceed five (5) percent of the contract Maximum Amount for the contract year. The total of the invoices submitted by the Contractor for the specified period shall not exceed the contract Maximum Amount. 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'l a i yea l l Document Name: Heal 11-1 Comm Unl+ies Out keack. Con flea c r Resolution Number: a 0 / 0 — o2 ei 71 Finalized Document Received By: e r Date Received: I - 13- I Hello