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Home My WebLink About20101275.tiff RESOLUTION RE: APPROVE COLORADO PARTNERSHIP FOR SUCCESS PURCHASE OF SERVICES AGREEMENT AND AUTHORIZE CHAIR TO SIGN - NORTH RANGE BEHAVIORAL HEALTH 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 Colorado Partnership for Success Purchase of Services Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and North Range Behavioral Health, commencing March 15, 2010, and ending September 29, 2010, with further terms and conditions being as stated in said agreement, and WHEREAS,after review,the Board deems it advisable to approve said agreement, 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 Colorado Partnership for Success Purchase of Services Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and North Range Behavioral Health be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 14th day of June, A.D., 2010, nunc pro tunc March 15, 2010. BOARD OF COUNTY COMMISSIONERS �. ELD COUNTY OLORADO ATTEST: -5 . J 1861 ( •' ou'r; Radema Chair We ounty Clerk to the Boar + �r. S BY: e ErII -Dep4theQrd Sean P. Coat' C X APP F M: ill William F. Garcia ounty Attorney David . Long Date of signature: OInif() / l 2010-1275 O✓�� ,p,t,v,} to Sus w 451.) 55_ d'4 -1L HR0081 MEMORANDUM ftota : DATE: June 10, 2010 1 TO: Douglas Rademacher, Chair, Board of County Commis ion s FROM: Judy A. Griego, Director, Human Services e a m COLORADO RE: Colorado Partnership for Success Purchase o Services Agreement between the Weld County Department of Human Services and North Range Behavioral Health Enclosed for Board approval is Colorado Partnership for Success Purchase of Services Agreement between the Department and North Range Behavioral Health. This Purchase of Services Agreement was presented at the Board's May 25, 2010, Work Session. The purpose of the project is to reduce substance abuse in Weld County following evidence- based strategies using a multi-tiered approach. The Agreement provides for funding in an amount not to exceed$161,228.00. The period of the Agreement is March 15, 2010 through September 29, 2010. The Department acts as a pass through for these funds with the Interagency Oversight Group as the planning oversight body for the budget. If you have any questions, give me a call at extension 6510. 2010-1275 Contract No: CY-10-CPP-CPFS COLORADO PARTNERSHIP FOR SUCCESS PURCHASE OF SERVICES AGREEMENT BETWEEN THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES AND NORTH RANGE BEHAVIORAL HEALTH This Agreement, made and entered into the day of May 2010,by and between the Board of Weld County Commissioners, sitting as the Board of Human Services, on behalf of the Weld County Department of Human Services,hereinafter referred to as"Human Services,"and North Range Behavioral Health,hereinafter referred to as"North Range Behavioral Health." WITNESSETH WHEREAS,required approval,clearance, and coordination have been accomplished from and with appropriate agencies; and WHEREAS,by and through Resolution#2008-1533,dated May 28,2008,effective June 1,2008, the Board of County Commissioners of Weld County combined into one department the functions of the Weld County Department of Social Services and the Weld County Department of Human Services, thereby authorizing the Weld County Department of Human Services as the department of Weld County government to receive funding for and to perform the duties of a county department of social services according to Colorado statutes and administrative regulations; and WHEREAS, Youth and Family Connections(YFC), acting as the Interagency Oversight Group (IOG), formed under HB04-1451,provides a focus for a collaborative planning approach to the delivery of services to children and families that may lead to the provision of more appropriate and effective delivery of services in Weld County;and WHEREAS,Human Services, on behalf of the Weld County YFC and at the request of the State of Colorado Governor's Office, submitted in July 2006 a non-completive application under"Colorado Prevention Partners"grant, which had as its goal to increase community capacity to initiate implementation of a Strategic Prevention Framework project; and WHEREAS,the Colorado Department of Human Services,Alcohol and Drug Abuse Division continues to contract with and provide funding to Human Services since September 2006 to develop a community planning project entitled the"Colorado Prevention Program",designed to reduce substance abuse related problems;prevent onset and reduce progression of substance abuse, including childhood and underage drinking of alcohol;build prevention capacity and infrastructure at state and community levels; and develop a Strategic Prevention Framework model;and WHEREAS, Youth and Family Connections(YFC), acting as the IOG,continues to accept the planning and guidance of the Colorado Partnership for Success Program and has agreed to meet the guidelines and requirements set forth for the project by the Colorado Department of Human Services; and WHEREAS, Human Services, as the fiscal agent of the project, seeks services to develop the Colorado Partnership for Success Program;and WHEREAS, Youth and Family Connections(YFC), with the concurrence of Human Services, continues to select North Range Behavioral Health to provide services to develop the Colorado Partnership for Success Program; and WHEREAS,North Range Behavioral Health, a Colorado non-profit corporation organized for the purpose of managing and coordinating high quality,cost efficient, integrated chemical dependency and related behavioral health care services, is willing to provide services to develop the Colorado Prevention Program and wishes to enter into an Agreement with Services to receive financial support for the project. NOW THEREFORE,in consideration of the premises,the parties hereto covenant and agree as Page 1 of 3 Contract No: CY-1 0-CPP-CPFS follows: 1. TERM: The term of the MOU and Agreement is March 15, 2010, and shall expire September 29, 2010,unless sooner terminated as provided herein. 2. SERVICES PROVIDED BY NORTH RANGE BEHAVIORAL HEALTH: North Range Behavioral Health shall be in compliance with Exhibit B,"Contract Between Colorado Department of Human Services and Weld County Department of Human Services,Routing No. 10-IHM-13553",which outlines the direct services to be provided by North Range Behavioral Health and the planning oversight requirements of the Weld County Youth and Family Connections(YFC),and which is attached hereto and incorporated herein by reference. 3. COMPENSATION TO NORTH RANGE BEHAVIORAL HEALTH: Human Services agrees to pay North Range Behavioral Health for services pursuant to this Agreement a sum of$161,228, according to the budget as follows: Personnel Project Director $ 51,756 Fringe Benefits(28%) $ 10,349 Eval Coordinator $ 6,000 Total Personnel $ 68,105 Consultants Trials Consultant-EBP $ 5,000 Social Marketing/Media $ 5,850 Total Consultants $ 10,850 Operating Office Equipment/Technol $ 2,900 Social Marketing $ 26,600 Retail Access- Community Trials $ 3,500 Prevention Education/ Parenting Classes/ Health Curriculum/ Social Norms $ 13,800 Food/Meetings $ 5,600 Membership Fees $ 500 Indirect(20%) $ 20,000 Data Collection/HKCS $ 4,622 Total Operating $ 77,522 Grand Total $161,228 A. North Range Behavioral Health shall submit an itemized monthly bill according to proper invoices to Human Services for all costs incurred and services provided pursuant to Exhibit B of this Agreement in accordance with criteria established by Human Services. North Range Behavioral Health shall submit all itemized monthly billings to Human Services no later than the twenty-fifth(25)day of the month following the month the cost was incurred. B. Payments of costs incurred pursuant to this Agreement are expressly contingent upon the availability of the Alcohol and Drug Abuse Division—Colorado Partnership for Success Grant to Human Services. C. Human Services shall not be billed for, and reimbursement shall not be made for time involved in activities outside of those defined in Exhibit B. Work performed prior to the execution of this Contract shall not be reimbursed or considered part of this Agreement. Page 2 of 3 Contract No: CY-10-CPP-CPFS D. Human Services may withhold any payment if North Range Behavioral Health has failed to comply with the Financial Management Requirements,program objectives, contractual terms,or reporting requirements. In the event of a forfeiture of reimbursements, North Range Behavioral Health may appeal such circumstance to the Director of Human Services. The decision of the Director of Human Services shall be final. 4. ASSURANCES: North Range Behavioral Health shall abide by all assurances as set forth in the Exhibit A,"Assurances,"which is attached hereto and incorporated herein by reference. 5. CERTIFICATION: North Range Behavioral Health certifies that, at the time of entering into this Contract, it has currently in effect all necessary licenses,approvals, insurance, etc. required to properly provide the services and/or supplies covered by this contract. 6 TERMINATION: Either party may terminate this MOU or Agreement at any time by providing the other party with a 30-day written notice thereof. Furthermore,this MOU or Agreement may be terminated at any time without notice upon a material breach of the terms of the MOU or Agreement. 7. TIME OF THE ESSENCE: Time is the essence in each and all of the provisions of this MOU and Agreement. 8. ENTIRE MOU AND AGREEMENT/MODIFICATIONS: This MOU including Exhibit B and this Agreement including Exhibit A and B constitutes the entire understanding between the parties with the respect to the promises and covenants made therein. No modification of the terms of this MOU or Agreement shall be valid unless made in writing and agreed to by all parties of the MOU and both parties of the Agreement. 9. NON-APPROPRIATION: No portion of this Agreement shall be deemed to create an obligation on the part of Human Services to expend funds not otherwise appropriated in each succeeding year. 10. WAIVER OF IMMUNITIES/THIRD PARTY LIABILITY: No portion of this Agreement shall be deemed to constitute a waiver of any immunities of Human Services or its officers or employees may possess,nor shall any portion of this Agreement be deemed to have created a duty of care with respect to any persons other than Human Services and not a party of this Agreement. IN WITNESS WHEREOF,t o?tara'u o have duly executed the Agreement as of the day,month, and year first above written. , ' E % � . � ATTEST: WELD COUNTY s51 r it ' I OF COUNTY COMMISSIONERS fr'CLERK TO THE BOARD t� ;r W DO By: /.��/ .>>'�% a t �� OtEan L. Deputy Clerk r {, '` �� Dou s Radema er,Chair MAY 1 4 2010 APPROVE AS NORTH RANGE BEHAVIORAL HEALTH / By: tasti 57/4n'Jf County Attorney Wayne A. Maxcutive Director WELD COUNTY DEPARTMENT OF HUMAN S RVICES By: Jud . Griego,Director Page 3 of 3 r2&iO--icQ7� \' '\. Colorado Prevention Partnership for Success Statement of Work Introduction/Overview: The Strategic Prevention Framework State Incentive Grant Initiative began in FY2004 for Colorado. Weld County Prevention Partners became a sub-recipient in FY2005 and is a coalition of parents, health care and social service professionals, community leaders, educators,business owners, law enforcement, volunteers, and citizens committed to preventing underage alcohol consumption and drug use in Weld County. Strategies that are in progress include: • Social Marketing : Creation and broad dissemination of numerous marketing messages discouraging youth substance use and promoting healthy behavior • Retail Access- Community Trials: Formation of Responsible Alcohol Retailers,a group of retailers committed to preventing access of alcohol to underage individuals and preventing high- risk behaviors among legal alcohol consumers • Strengthening Families 10-14: Delivery of parent information and training to prevent youth alcohol consumption • Prevention Education -Life Skills: School District 6 staff training to deliver supplemental health curriculum in middle school and high school health classes • Social Norm: Initiation of a social norm campaign, with an underage drinking prevention component, in a Weld County high school. The Prevention Policy Board for WCPP is of the Youth and Family Connections, formerly known as the Weld County Juvenile Assessment Center Weld County/1451 Collaborative. Youth and Family Connections oversees Weld County's Collaborative Management Program created under Colorado House Bill 04-1451, designed to decrease fragmentation and duplication and increase communities' efficiency and effectiveness in serving children and families. It is from this oversight group that the WC PP Prevention Policy Board/committee will he comprised. I Technical Approach: It is the intent of WCPP to replicate the SPF model when appropriate in this coming fiscal year. The Five Step process will include an updated needs assessment; a comprehensive strategic plan and the identification and implementation of specific evidenced-based prevention programs; along with monitoring the process and evaluating effectiveness. This six month period April-September 2010 will be-the re-initiation of the SPF model to build on previous community assessment work with a targeted focus on the Latino population and binge drinking. Mobilization of our WC communities and capacity building steps will include the formations of two local groups, building on current partnerships and relationships in the county. I. A culturally competent coalition and 2. The local Epidemiology Work group. Contract No: CY-10-CPP-CPFS EXHIBIT A ASSURANCES 1. North Range Behavioral Health agrees it is an independent contractor and that its officers and employees do not become employees of Weld County, nor are they entitled to any employee benefits as Weld County employees, as the result of the execution of this Agreement. 2. Weld County, the Board of County Commissioners of Weld County, its officers and employees, shall not be held liable for injuries or damages caused by any negligent acts or omissions of North Range Behavioral Health-contracted providers or its employees, volunteers, or agents while performing duties as described in this Agreement. North Range Behavioral Health shall indemnify, defend, and hold harmless Weld County, the Board of County Commissioners of Weld County, its employees, volunteers, and agents. North Range Behavioral Health shall provide adequate liability and worker's compensation insurance for all its employees, volunteers, and agents engaged in the performance of the Agreement upon request, North Range Behavioral Health shall provide Human Services with the acceptable evidence that such coverage is in effect. 3. No portion of this Contract shall be deemed to constitute a waiver of any immunities the parties or their officers or employees may possess, nor shall any portion of this Agreement be deemed to have treated a duty of care with respect to any persons not a party of this Agreement. 4. No portion of this Contract shall be deemed to create an obligation on the part of the County of Weld, State of Colorado,to expend funds not otherwise appropriated in each succeeding year. 5. If any section, subsections, paragraph, sentence, clause, or phrase of this Contract is for any reason held or decided to be unconstitutional, such decision shall not affect the validity of the remaining portions. The parties hereto declare that they would have entered into this Contract and each and every section, subsection, paragraph, sentence, clause, and phrase thereof irrespective of the fact that any one or more sections, subsections, paragraphs, sentences, clauses, or phrases might be declared to be unconstitutional or invalid. 6. No officer, member or employee of Weld County and no member of their governing bodies shall have any pecuniary interest, direct or indirect, in the approved Agreement or the proceeds thereof. 7. North Range Behavioral Health assures that they will comply with the Title VI of the Civil Rights Act of 1986 and that no person shall, on the grounds of race,creed, color, sex, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this approved Contract. 8. North Range Behavioral Health assures that sufficient, auditable, and otherwise adequate records that will provide accurate, current, separate, and complete disclosure of the status of the funds received under the Contract are maintained for three (3)years or the completion and resolution of an audit. Such records shall be sufficient to allow authorized local, Federal, and State auditors, and representatives to audit and monitor North Range Behavioral Health. Page I of 4 Contract No: CY-10-CPP-CPFS 9. All such records, documents, communications, and other materials shall be the property of Human Services and shall be maintained by North Range Behavioral Health, in a central location and custodian, in behalf of Human Services, for a period of four(4)years from the date of final payment under this Contract, or for such further period as may be necessary to resolve any matters which may be pending, or until an audit has been completed with the following qualifications: If an audit by or on behalf of the federal and/or state government has begun but is not completed at the end of the four(4)year period, or if audit findings have not been resolved after a four(4)year period,the materials shall be retained until the resolution of the audit finding. 10. North Range Behavioral Health assures that authorized local, federal, and state auditors and representatives shall, during business hours, have access to inspect any copy records, and shall be allowed to monitor and review through on-site visits, all contract activities, supported with funds under this Contract to ensure compliance with the terms of this Agreement. Contracting parties agree that monitoring and evaluation of the performance of the Agreement shall be conducted by appropriate funding sources. The results of the monitoring and evaluation activities shall be provided to the appropriate and interested parties. 11. This Contract shall be binding upon the parties hereto, their successors, heirs, legal representatives, and assigns. North Range Behavioral Health or Human Services may not assign any of its rights or obligations hereunder without the prior written consent of both parties. 12. North Range Behavioral Health certifies that federal appropriated funds have not been paid or will be paid, by or on behalf of North Range Behavioral Health, 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 into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, loan, grant, or cooperative agreement. 13. North Range Behavioral Health assures that it will fully comply with all other applicable federal and state laws. North Range Behavioral Health understands that the source of funds to be used under this Contract is Colorado Works or Temporary Assistance for Needy Families funds. 14. North Range Behavioral Health assures and certifies that it and its principals: a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transaction by a federal department of agency. b. Have not, within a three-year period of preceding this Agreement, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local)transaction or contract under a public Page 2 of 4 Contract No: CY-10-CPP-CPFS transaction; violation of federal or state antitrust statutes or commission of embezzlement,theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity(federal, state, or local)with commission of any of the offenses enumerated in paragraph 11(b) of this certification; and d. Have not within a three-year period preceding this Contract, had one or more public transactions(federal, state, and local)terminated for cause or default. 15. The Appearance of Conflict of Interest applies to the relationship of a contractor with Human Services when the contractor also maintains a relationship with a third party and the two relationships are in opposition. In order to create the appearance of a conflict of interest, it is not necessary for the contractor to gain from knowledge of these opposing interests. It is only necessary that the contractor know that the two relationships are in opposition. During the term of the Contract,North Range Behavioral Health shall not enter any third party relationship that gives the appearance of creating a conflict of interest. Upon learning of an existing appearance of a conflict of interest situation,North Range Behavioral Health shall submit to Human Services, a full disclosure statement setting forth the details that create the appearance of a conflict of interest. Failure to promptly submit a disclosure statement required by this paragraph shall constitute grounds for Human Services' termination, for cause, of its contract with North Range Behavioral Health. 16. North Range Behavioral Health shall protect the confidentiality of all applicant records and other materials that are maintained in accordance with this Contract. Except for purposes directly connected with the administration of Child Protection, no information about or obtained from any applicant/recipient in possession of North Range Behavioral Health shall be disclosed in a form identifiable with the applicant/recipient or a minor's parent or guardian unless in accordance with North Range Behavioral Health written policies governing access to, duplication and dissemination of, all such information. North Range Behavioral Health shall advise its employees, agents, and subcontractor, if any, that they are subject to these confidentiality requirements. North Range Behavioral Health 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. 17. Proprietary information for the purposes of this Contract is information relating to a party's research, development,trade secrets, business affairs, internal operations and management procedures and those of its customers, clients or affiliates, but does not include information(1) lawfully obtained from third parties, (2)that which is in the public domain, or(3)that which is developed independently. Neither party shall use or disclose directly or indirectly without prior written authorization any proprietary information concerning the other party obtained as a result of this Contract. Any proprietary information removed from the State's site by North Range Behavioral Health in the course of providing services under this Contract will be accorded at least the same precautions as are employed by North Range Behavioral Health for similar information in the course of its own business. Page 3 of 4 Contract No: CY-10-CPP-CPFS 18. North Range Behavioral Health certifies it will abide by Colorado Revised Statue (C.R.S.) 26-6-104, requiring criminal background record checks for all employees, contractors, and sub-contractors. 19. North Range Behavioral Health certifies that it shall comply with the provisions of Colorado Revised Statutes(C.R.S.) 8-17.5-101, et seq. North Range Behavioral Health 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 North Range Behavioral Health that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. North Range Behavioral Health represents, warrants, and agrees that it(a) has verified that it does not employ any illegal aliens, through participation in the Basic Pilot Employment Verification Program administered by the Social Security Administration and Department of Homeland Security, and (b) otherwise will comply with the requirements of C.R.S. 8-17.5- 102(2)(6). North Range Behavioral Health shall comply with all reasonable requests made in the course of an investigation under C.R.S. 8-17.5-102 by the Colorado Department of Labor and Employment. If North Range Behavioral Health fails to comply with any requirement of this provision or C.R.S. 8-17.5-101, et seq., Human Services may terminate this Contract for breach and North Range Behavioral Health shall be liable for actual and consequential damages to Human Services. Except where exempted by federal law and except as provided in C.R.S. 24-76.5-103(3), if North Range Behavioral Health receives federal or state funds under this Contract, North Range Behavioral Health must confirm that any individual natural person eighteen (18)years of age or older is lawfully present in the United States pursuant to C.R.S. 24- 76.5-103(4) if such individual applies for public benefits provided under this Contract. If North Range Behavioral Health operates as a sole proprietor, it hereby swears or affirms under penalty of perjury that it (a) is a citizen of the United States or is otherwise lawfully present in the United States pursuant to federal law, (b) shall produce one of the forms of identification required by C.R.S. 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by C.R.S. 24-76.5-103 prior to the effective date of this Contract. Page 4 of 4 Exhibit B 10 HIM 13553 Additional Provisions 1. PROVIDE SERVICES The Contractor shall provide the services according to the plans submitted in the `Statement of Work", attached and, incorporated herein by this reference as Exhibit A. In all cases, the descriptions, plans, timetables, tasks, duties, and responsibilities of the Contractor as described in said Proposal, shall be adhered to in the performance of the requirements of this contract. In the event of conflict, the terms and conditions of this contract shall control over the Statement of Work. 2. GOALS & OBJECTIVE The Contractor shall be responsible for the achievement of goals and objectives as specified within "Statement of Work" (Exhibit A) of this contract unless written notice of modifications thereto is furnished by the State to the Contractor allowing adequate time for compliance during the term of this contract. 3. MOTHLY EVALUATION REPORTS The Contractor shall prepare and submit to the State, monthly evaluation reports, which shall include information relative to the progress in achievement of goals specified in the aforementioned approved Statement of Work. Reports shall be delivered to the State or it designee, not later than fifteen (15) days after the end of each month, except the last report,which shall be due no later than September 29, 2014. 4. COPY OF PROPOSED SUBCONTRACT The Contractor shall provide to the State for its prior written approval, a copy of any proposed subcontract between the Contractor and any potential provider of services to fulfill any requirements of this contract. 5. HEALTH INSURANCE PORTABILITY & ACCOUNTABILITY ACT OF 1996 ("HIPAA") Federal law and regulations governing the privacy of certain health information requires a "Business Associate Contract" between the State and the Contractor. 45 C.F.R. Section 164.504(e), Exhibit E, attached and incorporated herein by reference and agreed to by the parties is a HIPAA Business Associate Addendum for HIPAA compliance. Terms of the Addendum shall be considered binding upon execution of this contract and shall remain in effect during the term of the contract including any extensions. 6. REPORTING SYSTEMS The Contractor shall be responsible for participating in any reporting systems on the management and evaluation of the program as may be required by the State or by the Federal government. 7. PAYMENT In consideration of the provision of services and reporting as set forth herein, the State will cause to be paid to the Contractor an amount not to exceed $161,228 in the following manner, subject to verification by the State of hill and satisfactory performance with the terms of the contract: Page 1 of 3 Pages Exhibit B 10 IHM 13553 a. For the period April 1, 2010 through September 29, 2010, an amount not to exceed $161,228 in accordance with the "Budget", Exhibit C, of this contract, which by this reference is incorporated herein. (1) Upon receipt by the State of a signed monthly billing statement from the Contractor requesting reimbursement in accordance with the categories and line items of the budget set forth in Exhibit C of this contract attached and incorporated herein. The Contractor, in conformity with the format supplied electronically by the State, shall submit monthly billing statements. The monthly billing statements will not to be modified without expressed written consent by the State. Said statement shall also set forth date, name of payee, transaction (check/warrant/purchase card) numbers, amount of payment, description of expenditure and amount. Bills shall be delivered to the State, not later than fifteen (15) days after the end of each month. (2) Upon satisfactory compliance with all reporting requirements as set forth in this contract. (3) Exhibit C, "Budget", shall govern expenditures of funds by the Contractor. 8. OPTION LET'T'ER The State may require continued performance for a period of 5 years for any services at the rates and terms specified in the contract. The State may exercise the option by written notice to the Contractor with 30 days prior to the end of the current contract term in a form substantially equivalent to Exhibit D (Option Letter). If the State exercises this option, the extended contract will be considered to include this option provision. The total duration of this contract, including the exercise of any options under this clause, shall not exceed September 29, 2014. The State may increase or decrease the quantity of goods/services described in exhibit based upon the rates established in the Contract. If the State exercises the option, it will provide written notice to Contractor as least 30 days prior to the end of the current contract term in a form substantially equivalent to Exhibit D. Delivery/performance of the goods/service shall continue at the same rates and terms. If exercised, the provisions of the Option Letter shall become part of and be incorporated into the original contract. 9. NOT SUPPLANT Payments made to the Contractor under this contract will supplement and not supplant state or local expenditures for prevention of alcohol abuse and drug abuse that would have been made in the absence of such payments. 10. CERTIFIES Page 2 of 3 Pages Exhibit B 10 IHM 13553 The Contractor certifies, to the best of his or her knowledge and belief, that: a. No Federal appropriated funds have been paid or will he paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the Contractor shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions, c. The Contractor shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontract, sub- grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty ol' not less than $10,000 and not more than $100,000 for each such failure. 11. COMPLIANCE WITH COLORADO STATE STATUTES Any prevention activities carried out under this contract shall support compliance with Colorado state statutes which prohibit sales of alcohol to persons under 21 years of age as well as sales of tobacco to persons under 18 years of age. 12. NOT ASSIGNABLE This contract is not assignable without prior written consent of the State. 13. BUDGET CHANGES Any changes in the budget, Exhibit C of this contract, shall be made only with the prior written approval of the State and shall not exceed the total amount of the contract as described in paragraph 7, of this contract. 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O • Cd m O u N 0 N .i% VI .r-1 O ID rl N r4 a) a) a) Io (0 m 0 0 0 a+ N U• > U M 7 n3 VI I— s— t— 0 II- Z O. 'O s C N Cu d y yC DO L CU = > d CO y to O G C on Cu N O ai CU to co CO o i a 2 C a-7 a' CJ i cc E 4 co To CU U ro to = N OL m r a a o v C N 9 V O C al y > N J N cu Q L G a ?_on C N C U >• V1 E. C IllN C in di O N CD L OD J in ea i C > a Q E a' N. N O r6 a C T C. a V l`- O , c E 44 U J !a f0 co Y U co (0 m -' Y �' O a) w `- m H F- H F- Cu a m m Q to L U 'O v, c r, Q 0 0 Exhibit D SAMPLE OPTION LETTER Date: State Fiscal Year: Option Letter No. CMS Routing# 1) OPTIONS: Choose all applicable options listed in §1 and in §2 and delete the rest. a.Option to renew only (for an additional term) b.Change in the amount of goods within current term c.Change in amount of goods in conjunction with renewal for additional tent d.Level of service change within current term e.Level of service change in conjunction with renewal for additional term f. Option to initiate next phase of a contract 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: a. For use with Options 1(a-e): In accordance with Section(s) of the Original Contract routing number between the State of Colorado, Department of Human Services,and Contractor's Name, the State hereby exercises its option for an additional term beginning Insert start date and ending on Insert ending date at a cost/price specified in Section , AND/OR an increase/decrease in the amount of goods/services at the same rate(s) as specified in Identify the Section, Schedule,Attachment, Exhibit etc. b. For use with Option 1(f),please use the following: In accordance with Section(s) of the Original Contract routing number between the State of Colorado, Department of Human Services,and Contractor's Name, the State hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc for the term beginning Insert start date and ending on Insert ending date at the cost/price specified in Section c. For use with all Options 1(a-f): The amount of the current Fiscal Year contract value is increased/decreased by $ amount of change to a new contract value of Insert New$Amt to as consideration for services/goods ordered under the contract for the current fiscal year indicate Fiscal Year. The first sentence in Section is hereby modified accordingly. The total contract value including all previous amendments, option letters, etc. is Insert New$Amt. 3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later. STATE OF COLORADO Bill Ritter, Jr. GOVERNOR Department of Human Services Karen L. Beye, Executive Director By: Eustacio(Leo) Jaramillo, Jr., Finance Director Date: ALL CONTRACTS REOUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-202 requires the State Controller to approve all State Contracts.This Contract is not valid until signed and dated below by the State Controller or delegate.Contractor is not authorized to begin performance until such time.If Contractor begins performing prior thereto,the State of Colorado Is not obligated to pay Contractor for such performance or for any goods andlor services provided hereunder. STATE CONTROLLER David J. McDermott,CPA By: Richard G. Taylor Date: Effective Date: 1/6/09-Rev 8/25/09 EXHIBIT E HIPAA BUSINESS ASSOCIATE ADDENDUM This Business Associate Addendum ("Addendum") is a part of the Contract dated March 1, 2010 between the Department of Human Services, Alcohol and Drug Abuse Division and Weld County, Department of Human Services, contract number 10 IHM 13553. For purposes of this Addendum, the State is referred to as "Covered Entity" or"CE"and the Contractor is referred to as "Associate". Unless the context clearly requires a distinction between the Contract document and this Addendum, all references herein to "the Contract"or "this Contract" include this Addendum. RECITALS A. CE wishes to disclose certain information to Associate pursuant to the terms of the Contract, some of which may constitute Protected Health Information ("PHI") (defined below). B. CE and Associate intend to protect the privacy and provide for the security of PHI disclosed to Associate pursuant to this Contract in compliance with the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. § 1320d— 1320d-8 ("HIPAA") and its implementing regulations promulgated by the U.S. Department of Health and Human Services, 45 C.F.R. Parts 160 and 164 (the "Privacy Rule") and other applicable laws, as amended. C. As part of the HIPAA regulations, the Privacy Rule requires CE to enter into a contract containing specific requirements with Associate prior to the disclosure of PHI, as set forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the Code of Federal Regulations ("C.F.R.") and contained in this Addendum. The parties agree as follows: 1. Definitions. a. Except as otherwise defined herein, capitalized terms in this Addendum shall have the definitions set forth in the HIPAA Privacy Rule at 45 C.F.R. Parts 160 and 164, as amended . In the event of any conflict between the mandatory provisions of the Privacy Rule and the provisions of this Contract, the Privacy Rule shall control. Where the provisions of this Contract differ from those mandated by the Privacy Rule, but are nonetheless permitted by the Privacy Rule. the provisions of this Contract shall control. b. "Protected Health Information"or "PHI" means any information, whether oral or recorded in any form or medium: (i) that relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (ii) that identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual, and shall have the meaning given to such term under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.501. Page 1 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 c. "Protected Information" shall mean PHI provided by CE to Associate or created or received by Associate on CE's behalf. To the extent Associate is a covered entity under HIPAA and creates or obtains its own PHI for treatment, payment and health care operations, Protected Information under this Contract does not include any PHI created or obtained by Associate as a covered entity and Associate shall follow its own policies and procedures for accounting, access and amendment of Associate's PHI. 2. Obligations of Associate. a. Permitted Uses. Associate shall not use Protected Information except for the purpose of performing Associate's obligations under this Contract and as permitted under this Addendum. Further, Associate shall not use Protected Information in any manner that would constitute a violation of the Privacy Rule if so used by CE, except that Associate may use Protected Information: (i) for the proper management and administration of Associate; (ii) to carry out the legal responsibilities of Associate; or(iii) for Data Aggregation purposes for the Health Care Operations of CE. Additional provisions, if any, governing permitted uses of Protected Information are set forth in Attachment A to this Addendum. b. Permitted Disclosures. Associate shall not disclose Protected Information in any manner that would constitute a violation of the Privacy Rule if disclosed by CE, except that Associate may disclose Protected Information: (i) in a manner permitted pursuant to this Contract; (ii) for the proper management and administration of Associate; (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 Infomiation, to the extent it has obtained knowledge of such breach. Additional provisions, if any, governing permitted disclosures of Protected Information are set forth in Attachment A. c. Appropriate Safeguards. Associate shall implement appropriate safeguards as are necessary to prevent the use or disclosure of Protected Information other than as permitted by this Contract. Associate shall maintain a comprehensive written information privacy and security program that includes administrative,technical and physical safeguards appropriate to the size and complexity of the Associate's operations and the nature and scope of its activities. d. Reporting of Improper Use or Disclosure. Associate shall report to CE in writing any use or disclosure of Protected Information other than as provided for by this Contract within five (5) business days of becoming aware of such use or disclosure. Page 2 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. I0/03 e. Associate's Agents. If Associate uses one or more subcontractors or agents to provide services under the Contract, and such subcontractors or agents receive or have access to Protected Information, each subcontractor or agent shall sign an agreement with Associate containing substantially the same provisions as this Addendum and further identifying CE as a third party beneficiary with rights of enforcement and indemnification from such subcontractors or agents in the event of any violation of such subcontractor or agent agreement. Associate shall implement and maintain sanctions against agents and subcontractors that violate such restrictions and conditions and shall mitigate the effects of any such violation. f. Access to Protected Information. Associate shall make Protected Information maintained by Associate or its agents or subcontractors in Designated Record Sets available to CE for inspection and copying within ten (10)business days of a request by CE to enable CE to fulfill its obligations to permit individual access to PHI under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.524. g. Amendment of Pill. Within ten business (10) days of receipt of a request from CE for an amendment of Protected Information or a record about an individual contained in a Designated Record Set, Associate or its agents or subcontractors shall make such Protected Information available to CE for amendment and incorporate any such amendment to enable CE to fulfill its obligations with respect to requests by individuals to amend their PHI under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.526. If any individual requests an amendment of Protected Information directly from Associate or its agents or subcontractors, Associate must notify CE in writing within five (5) business days of receipt of the request. Any denial of amendment of Protected Information maintained by Associate or its agents or subcontractors shall be the responsibility of CE. h. Accounting Rights. Within ten(10) business days of notice by CE of a request for an accounting of disclosures of Protected Information, Associate and its agents or subcontractors shall make available to CE the information required to provide an accounting of disclosures to enable CE to fulfill its obligations under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.528. As set forth in, and as limited by, 45 C.F.R. Section [64.528, Associate shall not provide an accounting to CE of disclosures: (i) to carry out treatment, payment or health care operations, as set forth in 45 C.F.R. Section 164.506; (ii) to individuals of Protected Information about them as set forth in 45 C.F.R. Section 164.502; (iii) pursuant to an authorization as provided in 45 C.F.R. Section 164.508; (iv) to persons involved in the individual's care or other notification purposes as set forth in 45 C.F.R. Section 164.510; (v) for national security or intelligence purposes as set forth in 45 C.F.R. Section 164.512(k)(2); (vi) to correctional institutions or law enforcement officials as set forth in 45 C.F.R. Section 164.512(k)(5); (vii) incident to a use or disclosure otherwise permitted by the Privacy Rule; (viii) as part of a limited data set under 45 C.F.R. Section 164.514(e); or(ix)disclosures prior to April 14, 2003. Associate agrees to implement a process that allows for an accounting to he collected and maintained by Associate and its agents or subcontractors for at least six (6) years prior to the request, but not before the compliance date of the Privacy Rule. At a minimum, such information shall include: (i) the date of disclosure; (ii) the name of the entity or person who received Protected Information and, if known, the address of the entity or person; (iii) a brief Page 3 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 description of Protected Information disclosed; and (iv) a brief statement of purpose of the disclosure that reasonably informs the individual of the basis for the disclosure, or a copy of the individual's authorization, or a copy of the written request for disclosure. In the event that the request for an accounting is delivered directly to Associate or its agents or subcontractors, Associate shall within five(5) business days of the receipt of the request forward it to CE in writing. It shall be CE's responsibility to prepare and deliver any such accounting requested. Associate shall not disclose any Protected Information except as set forth in Section 2(b) of this Addendum. Governmental Access to Records. Associate shall make its internal practices, books and records relating to the use and disclosure of Protected Information available to the Secretary of the U.S. Department of Health and Human Services (the "Secretary"), in a time and manner designated by the Secretary, for purposes of determining CE's compliance with the Privacy Rule. Associate shall provide to CE a copy of any Protected Information that Associate provides to the Secretary concurrently with providing such Protected Information to the Secretary. j. Minimum Necessary. Associate (and its agents or subcontractors) shall only request, use and disclose the minimum amount of Protected Information necessary to accomplish the purpose of the request, use or disclosure, in accordance with the Minimum Necessary requirements of the Privacy Rule including, but not limited to 45 C.F.R. Sections 164.502(b) and 164.514(d). k. Data Ownership. Associate acknowledges that Associate has no ownership rights with respect to the Protected Information. I. Retention of Protected Information. Except upon termination of the Contract as provided in Section 4(d) of this Addendum, Associate and its subcontractors or agents shall retain all Protected Information throughout the term of this Contract and shall continue to maintain the information required under Section 2(h) of this Addendum for a period of six (6) years. m. Associate's Insurance. Associate shall maintain casualty and liability insurance to cover loss of PHI data and claims based upon alleged violations of privacy rights through improper use or disclosure of PHI. All such policies shall meet or exceed the minimum insurance requirements of the Contract(e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional insured status and notice of cancellation). n. Notification of Breach. During the term of this Contract, Associate shall notify CE within two business days of any suspected or actual breach of security, intrusion or unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of data in violation of any applicable federal or state laws or regulations. Associate shall take(i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations. Page 4 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 o. Audits, Inspection and Enforcement. Within ten (10)business days of a written request by CE, Associate and its agents or subcontractors shall allow CE to conduct a reasonable inspection of the facilities, systems, books, records, agreements,policies and procedures relating to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of determining whether Associate has complied with this Addendum; provided, however, that: (i) Associate and CE shall mutually agree in advance upon the scope, timing and location of such an inspection; (ii) CE shall protect the confidentiality of all confidential and proprietary information of Associate to which CE has access during the course of such inspection; and(iii)CE shall execute a nondisclosure agreement, upon terms mutually agreed upon by the parties, if requested by Associate. The fact that CE inspects, or fails to inspect, or has the right to inspect, Associate's facilities, systems, books, records, agreements, policies and procedures does not relieve Associate of its responsibility to comply with this Addendum, nor does CE's(i) failure to detect or(ii) detection, but failure to notify Associate or require Associate's remediation of any unsatisfactory practices, constitute acceptance of such practice or a waiver of CE's enforcement rights under the Contract. p. Safeguards During Transmission. Associate shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of Protected Information transmitted to CE pursuant to the Contract, in accordance with the standards and requirements of the Privacy Rule, until such Protected Information is received by CE, and in accordance with any specifications set forth in Attachment A. q. Restrictions and Confidential Communications. Within ten (10) business days of notice by CE of a restriction upon uses or disclosures or request for confidential communications pursuant to 45 C.F.R. 164.522, Associate will restrict the use or disclosure of an individual's Protected Information, provided Associate has agreed to such a restriction. Associate will not respond directly to an individual's requests to restrict the use or disclosure of Protected Information or to send all communication of Protect Information to an alternate address. Associate will refer such requests to the CE so that the CE can coordinate and prepare a timely response to the requesting individual and provide direction to Associate. 3. Obligations of CE. a. Safeguards During Transmission. CE shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Associate pursuant to this Contract, in accordance with the standards and requirements of the Privacy Rule, until such PHI is received by Associate, and in accordance with any specifications set forth in Attachment A. b. Notice of Changes. CE shall provide Associate with a copy of its notice of privacy practices produced in accordance with 45 C.F.R. Section 164.520, as well as any subsequent changes or limitation(s) to such notice, to the extent such changes or limitations may effect Associate's use or disclosure of Protected Information. CE shall provide Associate with any changes in, or revocation of, permission to use or disclose Protected Information, to the extent it may affect Associate's permitted or required uses or disclosures. To the extent that it Page 5 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 may affect Associate's permitted use or disclosure of PHI, CE shall notify Associate of any restriction on the use or disclosure of Protected Information that CE has agreed to in accordance with 45 C.F.R. Section 164.522. CE may effectuate any and all such notices of non-private information via posting on CE's web site. Associate shall review CE's designated web site for notice of changes to CE's HIPAA privacy policies and practices on the last day of each calendar quarter. 4. Termination. a. Material Breach. In addition to any other provisions in the Contract regarding breach, a breach by Associate of any provision of this Addendum, as determined by CE, shall constitute a material breach of this Contract and shall provide grounds for immediate termination of this Contract by CE pursuant to the provisions of the Contract covering termination for cause, if any. If the Contract contains no express provisions regarding termination for cause, the following terms and conditions shall apply: (1) Default. If Associate refuses or fails to timely perform any of the provisions of this Contract, CE may notify Associate in writing of the non-performance, and if not promptly corrected within the time specified, CE may terminate this Contract. Associate shall continue performance of this Contract to the extent it is not terminated and shall be liable for excess costs incurred in procuring similar goods or services elsewhere. (2) Associate's Duties. Notwithstanding termination of this Contract, and subject to any directions from CE, Associate shall take timely, reasonable and necessary action to protect and preserve property in the possession of Associate in which CE has an interest. (3) Compensation. Payment for completed supplies delivered and accepted by CE shall be at the Contract price. In the event of a material breach under paragraph 4a, CE may withhold amounts due Associate as CE deems necessary to protect CE against loss from third party claims of improper use or disclosure and to reimburse CE for the excess costs incurred in procuring similar goods and services elsewhere. (4) Erroneous Termination for Default. If after such termination it is determined, for any reason, that Associate was not in default, or that Associate's action/inaction was excusable, such termination shall be treated as a termination for convenience, and the rights and obligations of the parties shall be the same as if this Contract had been terminated for convenience, as described in this Contract. b. Reasonable Steps to Cure Breach. If CE knows of a pattern of activity or practice of Associate that constitutes a material breach or violation of the Associate's obligations under the provisions of this Addendum or another arrangement and does not terminate this Contract pursuant to Section 4(a), then CE shall take reasonable steps to cure such breach or end such violation, as applicable. If CE's efforts to cure such breach or end such violation are unsuccessful, CE shall either(i)terminate the Contract, if feasible or (ii) if termination of this Page 6 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 Contract is not feasible, CE shall report Associate's breach or violation to the Secretary of the Department of Health and Human Services. c. Judicial or Administrative Proceedings. Either party may terminate the Contract, effective immediately, if(i)the other party is named as a defendant in a criminal proceeding for a violation of HIPAA, the HIPAA Regulations or other security or privacy laws or(ii) a finding or stipulation that the other party has violated any standard or requirement of HIPAA, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined. d. Effect of Termination. (1) Except as provided in paragraph(2) of this subsection, upon termination of this Contract, for any reason, Associate shall return or destroy all Protected Information that Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of such Protected Information. If Associate elects to destroy the PHI, Associate shall certify in writing to CE that such PHI has been destroyed. (2) If Associate believes that returning or destroying the Protected Information is not feasible, Associate shall promptly provide CE notice of the conditions making return or destruction infeasible. Upon mutual agreement of CE and Associate that return or destruction of Protected Information is infeasible, Associate shall continue to extend the protections of Sections 2(a), 2(b), 2(c), 2(d) and 2(e)of this Addendum to such information, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. 5. Injunctive Relief. CE shall have the right to injunctive and other equitable and legal relief against Associate or any of its subcontractors or agents in the event of any use or disclosure of Protected Information in violation of this Contract or applicable law. 6. No Waiver of Immunity. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights,benefits, protection, or other provisions of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq. or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq. as applicable, as now in effect or hereafter amended. 7. Limitation of Liability. Any limitation of Associate's liability in the Contract shall be inapplicable to the terms and conditions of this Addendum. 8. Disclaimer. CE makes no warranty or representation that compliance by Associate with this Contract, HIPAA or the HIPAA Regulations will be adequate or satisfactory for Associate's own purposes. Associate is solely responsible for all decisions made by Associate regarding the safeguarding of PHI. 9. Certification. To the extent that CE determines an examination is necessary in order to comply with CE's legal obligations pursuant to HIPAA relating to certification of its security Page 7 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10103 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 arc rapidly evolving and that amendment of this Addendum may be required to provide for procedures to ensure compliance with such developments. The parties specifically agree to take such action as is necessary to implement the standards and requirements of HIPAA, the Privacy Rule, the Final HIPAA Security regulations at 68 Fed. Reg. 8334 (Feb20, 2003), 45 C.F.R. § 164.314 and other applicable laws relating to the security or privacy of PHI. The parties understand and agree that CE must receive satisfactory written assurance from Associate that Associate will adequately safeguard all Protected Information. Upon the request of either party, the other party agrees to promptly enter into negotiations concerning the terms of an amendment to this Addendum embodying written assurances consistent with the standards and requirements of HIPAA, the Privacy Rule or other applicable laws. CE. may terminate this Contract upon thirty (30) days written notice in the event (i) Associate does not promptly enter into negotiations to amend this Contract when requested by CE pursuant to this Section or (ii) Associate does not enter into an amendment to this Contract providing assurances regarding the safeguarding of PHI that CE, in its sole discretion, deems sufficient to satisfy the standards and requirements of HIPAA and the Privacy Rule. b. Amendment of Attachment A. Attachment A may be modified or amended by mutual agreement of the parties in writing from time to time without formal amendment of this Addendum. 11. Assistance in Litigation or Administrative Proceedings. Associate shall make itself, and any subcontractors, employees or agents assisting Associate in the performance of its obligations under the Contract, available to CE, at no cost to CE up to a maximum of 30 hours, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against CE. its directors, officers or employees based upon a claimed violation of HIPAA, the Privacy Rule or other laws relating to security and privacy or PHI, except where Associate or its subcontractor, employee or agent is a named adverse party. 12. No Third Party Beneficiaries. Nothing express or implied in this Contract is intended to confer, nor shall anything herein confer, upon any person other than CE, Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 13. Interpretation and Order of Precedence. The provisions of this Addendum shall prevail over any provisions in the Contract that may conflict or appear inconsistent with any provision in this Addendum. Together. the Contract and this Addendum shall be interpreted as broadly as necessary to implement and comply with HIPAA and the Privacy Rule. The parties agree that any ambiguity in this Contract shall be resolved in favor of a meaning that complies and is Page 8 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev 10/03 consistent with HIPAA and the Privacy Rule. This Contract supercedes and replaces any previous separately executed HIPAA addendum between the parties. 14. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary, Associate's obligations under Section 4(d) ("Effect of Termination") and Section 12 ("No Third Party Beneficiaries") shall survive termination of this Contract and shall be enforceable by CE as provided herein in the event of such failure to perform or comply by the Associate. This Addendum shall remain in effect during the term of the Contract including any extensions. 15. Representatives and Notice. a. Representatives. For the purpose of the Contract, the individuals identified elsewhere in this Contract shall be the representatives of the respective parties. If no representatives are identified in the Contract, the individuals listed below are hereby designated as the parties respective representatives for purposes of this Contract. Either party may from time to time designate in writing new or substitute representatives. b. Notices. All required notices shall be in writing and shall he hand delivered or given by certified or registered mail to the representatives at the addresses set forth below. State/Covered Entity Representative: See contract Contractor/Business Associate Representative: See contract Page 9 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. '0/03 ATTACHMENT A to EXHIBIT G This Attachment sets forth additional terms to the HIPAA Business Associate Addendum, which is part of the Contract dated March 1, 2010 between Department of Human Services, Division of Behavioral Health, Alcohol and Drug Abuse Division and Weld County, Department of Human Services, contract number 10 IHM 13553 ("Contract")and is effective as of April 1, 2010(the"Attachment Effective Date"). This Attachment may be amended from time to time as provided in Section 10(b) of the Addendum. I . Additional Permitted Uses. In addition to those purposes set forth in Section 2(a) of the Addendum, Associate may use Protected Information as follows: None except.as otherwise directed in writing by the State 2. Additional Permitted Disclosures. In addition to those purposes set forth in Section 2(b) of the Addendum, Associate may disclose Protected Information as follows: None except as otherwise directed in writing by the State 3. Subcontractor(s). The parties acknowledge that the following subcontractors or agents of Associate shall receive Protected Information in the course of assisting Associate in the performance of its obligations under this Contract: _None except as otherwise directed in writing by the State 4. Receipt. Associate's receipt of Protected Information pursuant to this Contract shall be deemed to occur as follows, and Associate's obligations under the Addendum shall commence with respect to such PHI upon such receipt: Upon the effective date of the contract 5. Additional Restrictions on Use of Data. CE is a Business Associate of certain other Covered Entities and, pursuant to such obligations of CE, Associate shall comply with the following restrictions on the use and disclosure of Protected Information: As may be dire ,aced in_writinat y the State 6. Additional Terms. (This section may include specifications for disclosure format, method of transmission, use of an intermediary, use of digital signatures or PKI, authentication, additional security of privacy specifications, de-identification or re-identification of data and other additional terms.J None Page 1 of I Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 Hello