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Home My WebLink About20081448.tiff RESOLUTION RE: APPROVE CONTRACT FOR WOMEN'S WELLNESS CONNECTION 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 the Women's Wellness Connection 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 June 30, 2008, and ending June 29, 2013, with further terms and conditions being as stated in said contract, and WHEREAS, after review, the Board deems it advisable to approve said contract, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Contract for the Women's Wellness Connection 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. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 14th day of May, A.D., 2008. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ill La s5i �� William H. Jerke, Chair Weld County Clerk to th- :o. Fr' ., lN� EXCUSED A Robert D. Masden, Pro-Tem BY: // Deputy Cler to the Board Will F. Garcia APPR -T M: l J, David E. Long � / unt ney k)b,1cisa ---st,,.,i,.,,,., Douglas Rademacher Date of signature: 0//l'e 2008-1448 HL0035 C( : Ht. 0(O/oC7/off Memorandum racteihe TO: William H. Jerke, Chair Board of County Commissioners IFROM: Mark E. Wallace, MD, MPH, Director C Department of Politic Health a/ Environment �"v_l 5 u COLORADO DATE: May 8, 2008 6` SUBJECT: Women's Wellness Connection Provider Contract Enclosed for Board review and approval is the contract between the Colorado Department of Public Health and Environment Women's Wellness Connection Program (WWC) and the Weld County Board of Commissioners on behalf of the Department of Public Health and Environment. The contract period is July 1, 2008 through June 29, 2013. Funding for the WWC provider services is available from federal and state funds administered by the Women's Wellness Connection Program. Weld County Department of Public Health and Environment will provide breast and cervical cancer screening services to a minimum of 250 women during the first contract year for a capitated rate of$305.00 per woman. Payment shall cover enrollment and administrative services, all breast and cervical cancer screening services, and all Women's Wellness Connection approved and medically indicated diagnostics. These services will be provided by existing staff. I recommend your approval of this contract. Enclosure _-s 2008-1448 STATE OF COLORADO Bill Ritter,Jr.,Governor James B.Martin, Executive Director p4; Dedicated to protecting and improving the health and environment of the people of Colorado p`.7:;44*-Too 4300 Cherry Creek Dr.S. Laboratory Services Division " k« Denver,Colorado 80246-1530 8100 Lowry Blvd. Phone(303)692-2000 Denver,Colorado 80230-6928 • Prage TDD Line(303)691-7700 (303)692-3090 Colorado Department Located in Glendale,Colorado of Public Health http://www.cdphe.state.co.us and Environment August 1, 2008 Weld County Department of Public Health and Environment Attn: Mark Wallace, MD 1555 North 17th Avenue Greeley, CO 80631 Re: Contract Routing Number 08 FLA 00892 Dear Dr. Wallace: Please find enclosed for your records one (1) fully executed signed original of the above referenced contract. Should you have any questions regarding this agreement, please call me at (303) 692-2433. Sincerely, Marti Wood Grants Accounting Fiscal Coordinator Enclosure as stated cc: File DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT ROUTING NO. 08 FLA 00892 INTERGOVERNMENT CONTRACT WAIVED CONTRACT #202 STATE: (TINIER ACTUIt. Board of County Commissioners of Weld County 915 10°' Street State of Colorado for the use&benefit of the Greeley,Colorado 80632-0758 Department of Public Health and Environment For the use and benefit of PSD-CWCCI Weld County Department of Public Health 4300 Cherry Creek Drive South And Environment Denver,CO. 80246 1555 North 17th Avenue Greeley,CO 80631 CONTRACT MADE DATE: CONTRACTOR ENTITY IYI'U- 06/01/2008 Colorado Political Subdivision CONIAACPOR HUN Olt S(X 1AI.SECURPIY NUMBER: PO/SC ENCU MI%RANCE NUMBER: PO FLA WHS09WWC I+I].l.we STAIIINIENts RECEIVED. TERM: Monthly This contract shall be effective upon approval S I'ATL TORY ACIIIOR ITT' by the State Controller,or designee, or on Not Applicable 06/30/2008,whichever is later. The contract CONTRACT PRICE Nor TO EXCEED: shall end on 06/29/2013. $CONTACTOR BE GIVEN A PORTION OI''19IE BLANKET ENCUMBRANCE BASED ON TI IE NUMBER OP WOMEN SER\'ED. $Contactor to be N,ven a portion of FEDF:RN.FUNDING DOI.I.ARS: the blamer encumbrance based on the number of women served. $Contactor to be given a portion of SPATIS FUNDING DOLLARS: the blanket encumbrance based on the number of Women served. MAXIMUM AMOUNTrAVAII.ABD I PER FISCAI.YINR PR(X:UREMI[N'I'M111 CI I IOD: Exempt BID/12113/LIST PRICE AGRREINfENT NUMB'IR: Not Applicable IA\Y'SPI%:II IIiD VI LNDOR SINI T'IE PRICFSIIILCR:RIi. Not Applicable Cost Reimbursement STAIN A IL:RLPRI SENTA'IIVPv CON'I leACIOR RI IPRISI NEAT!VI b Sandra Mortensen, Program Mgr. Mark Wallace, MD, MPH Director Women Wellness Connection 1555 North 17th Avenue 4300 Cherry Creek Drive South Greeley, CO 80631 Denver, CO. 80246 SCOPE OF WORK: To deliver Women's Wellness Connection services within the contractor's existing networking of subcontractors. CDPHE Version 1.0(4/04) Page 1 of 15 Revised:4/1/04 EXHIBITS: The following exhibits are hereby incorporated: Exhibit A- Additional Provisions (and any of its Attachments; e.g., A-1,A-2,etc.) Exhibit B - Statement of Work(and any of its Attachments; e.g., B-1, B-2, etc.) Exhibit C- Limited Amendment Template Exhibit D- Option Letter COORDINATION The State warrants that required approval, clearance and coordination has been accomplished from and with appropriate agencies. Section 29-1-203, CRS., as amended, encourages governments to make the most efficient and effective use of their powers and responsibilities by cooperating and contracting with each other to the fullest extent possible to provide any function, service, or facility lawfully authorized to each of the cooperating or contracting entities. APPROVAL In no event shall this contract be deemed valid until it shall have been approved by the State Controller or his/her designee. PROCUREMENT: All State of Colorado contracts with its political subdivisions and other governmental entities are exempt from the State of Colorado's personnel rules and procurement code. PRICE PROVISIONS: Payments pursuant to this contract shall be made as earned, in whole or in part, from available funds, encumbered for the purchase of the described services and/or deliverables. The liability of the State at any time for such payments shall be limited to the encumbered amount remaining of such funds. Authority exists in the laws and funds have been budgeted, appropriated and otherwise made available, and a sufficient unencumbered balance thereof remains available for payment. Financial obligations of the State of Colorado payable after the current fiscal year are contingent upon funds for that purpose being appropriated,budgeted and otherwise made available. CDPHE Version 1.0(4/04) Page 2 of 15 Revised:4/1/04 � 3 x, W$ 4� r GEN PROVISIONS �fERAL The following clauses apply to this contract. In some instances,these general clauses have been expanded upon in other sections/exhibits of/to this contract. To the extent that other provisions of the contract provide more specificity than these general clauses,the more specific provision shall control. 1. Governmental Immunity. Notwithstanding any other provision to the contrary,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,Section 24-10-101 etseq.,CRS,as now or hereafter amended. The parties understand and agree that liability for claims for injuries to persons or property arising out of negligence of the State of Colorado,its departments,institutions, agencies,boards,officials and employees is controlled and limited by the provisions of Section 24-10-101 et.seq.,CRS and the risk management statutes,Section 24-30-1501,et.seq.,CRS as now or hereafter amended. 2 Federal Funds Contingency. Payment pursuant to this contract, if in federal funds,whether in whole or in part, is subject to and contingent upon the continuing availability of federal funds for the purposes hereof. In the event that said funds,or any part thereof,become unavailable,as determined by the State, the State may immediately terminate this contract or amend it accordingly without liability including liability for termination costs. 3. Billing Procedures. The State shall establish billing procedures and requirements for payment due the Contractor in providing performance pursuant to this contract.The Contractor shall comply with the established billing procedures and requirements for submission of billing statements. The State shall comply with CRS 24- 30-202(24)when paying vendors upon receipt of a correct notice of the amount due for goods or services provided hereunder. 4. Exhibits-Interpretation. Unless otherwise stated,all referenced exhibits are incorporated herein and made a part of this contract.Unless otherwise stated,the terms of this contract shall control over any conflicting terms in any of its exhibits.In the event of conflicts or inconsistencies between this contract and its exhibits or attachments,such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: 1)the Special Provisions of this Contract;2)the Additional Provisions Exhibit A and its attachments if included;3)the Contract(other than the Special Provisions);4)the RFP if applicable and attached;5)the Scope/Statement of Work Exhibit B and its attachments if included;6)the Contractor's proposal if applicable and attached;7)other exhibits/attachments in their order of appearance. The conditions,provisions,and terms of any RFP attached hereto,if applicable,establish the minimum standards of performance that the Contractor must meet under this Contract. If the Contractor's Proposal,if attached hereto,or any attachments or exhibits thereto,or the Scope/Statement of Work Exhibit B,establish or create standards of performance greater than those set forth in the RFP,then the Contractor shall also meet those standards of performance under this Contract. 5. Notice and Representatives. For the purposes of this contract,the representative for each party is as designated herein.Any notice required or permitted may be delivered in person or sent by registered or certified mail, return receipt requested,to the party at the address provided,and if sent by mail it is effective when posted in a U.S.Mail Depository with sufficient postage attached thereto.Notice of change of address or change or representative shall be treated as any other notice. 6. Contractor Representations-Oualiftcations/Licenses/Approvals/Insura ice. The Contractor certifies that,at the time of entering into this contract,it and its agents have currently in effect all necessary licenses, certifications,approvals,insurance,etc.required to properly provide the services and/or supplies covered by this contract in the state of Colorado.Proof of such licenses,certifications,approvals,insurance,etc. shall be provided upon the State's request. Any revocation,withdrawal or non-renewal of necessary license, certification,approval,insurance,etc.required for the Contractor to properly perform this contract,shall be grounds for termination of this contract by the State. Contractor certifies that it is qualified to perform such services or provide such deliverables as delineated in this contract. CDPHE Version 1.0(4/04) Page 3 of 15 Revised:4/1/04 7. Legal Authority. The Contractor warrants that it possesses the legal authority to enter into this contract and that it has taken all actions required by its procedures,by-laws,and/or applicable law to exercise that authority,and to lawfully authorize its undersigned signatory to execute this contract and bind the Contractor to its terms.The person(s)executing this contract on behalf of the Contractor warrant(s)that such person(s)have full authorization to execute this contract. 8. Insurance—Contractor. The Contractor is a"public entity"within the meaning of the Colorado Governmental Immunity Act(CGIA),section 24-10-101,et seq.,C.R.S., as amended. Therefore,at all times during the initial term of this Contract, and any renewals or extensions hereof,the Contractor shall maintain such liability insurance,by commercial policy or self-insurance,as is necessary to meet its liabilities under the CGIA. If requested by the State,the Contractor shall provide the State with written proof of such insurance coverage. 9. Rights in Data,Documents and Computer Software or Other Intellectual Property. All intellectual property including without limitation,databases,software,documents,research,programs and codes,as well as all, reports,studies,data,photographs,negatives or other documents,drawings or materials prepared by the Contractor in the performance of its obligations under this contract shall be the exclusive property of the State. Unless otherwise stated,all such material shall be delivered to the State by the Contractor upon completion,termination,or cancellation of this contract. Contractor shall not use,willingly allow,or cause to have such materials used for any purpose other than the performance of the Contractor's obligations under this contract without the prior written consent of the State. All documentation,accompanying the intellectual property or otherwise,shall comply with the State requirements which include but is not limited to all documentation being in a paper,human readable format which is useable by one who is reasonably proficient in the given subject area. Software documentation shall be delivered by Contractor to the State that clearly identifies the programming language and version used,and when different programming languages are incorporated, identifies the interfaces between code programmed in different programming languages. The documentation shall contain source code which describes the program logic,relationship between any internal functions,and identifies the disk files which contain the various parts of the code. Files containing the source code shall be delivered and their significance to the program described in the documentation. The documentation shall describe error messages and the location in the source code,by page, line number,or other suitable identifier,where the error message is generated.The Contractor warrants that the delivered software will be sufficiently descriptive to enable maintenance and modification of the software. The State's ownership rights described herein shall include,but not be limited to,the right to copy,publish,display,transfer,prepare derivative works,or otherwise use the works. If any material is produced under this Contract and the parties hereto mutually agreed that said material could be copyrighted by Contractor or a third party,then the State,and any applicable federal funding entity,shall,without additional cost,have a paid in full,irrevocable,royalty free,and non-exclusive license to reproduce,publish,or otherwise use,and authorize others to use,the copyrightable material for any purpose authorized by the Copyright Law of the United States as now or hereafter enacted. Upon the written request of the State, the Contractor shall provide the State with three(3)copies of all such copyrightable material. 10. Confidential or Proprietary Information. Subject to the Public(Open)Records Act,section 24-72-101,et seq.,C.R.S.,as amended,if the Contractor obtains access to any records,files,or other information of the State in connection with,or during the performance of,this Contract,then the Contractor shall keep all such records,files,or other information confidential and shall comply with all laws and regulations concerning the confidentiality of all such records, files,or information to the same extent as such laws and regulations apply to the State. Any breach of confidentiality by the Contractor,or third party agents of the Contractor,shall constitute good cause for the State to cancel this Contract,without liability to the State. Any State waiver of an alleged breach of confidentiality by the Contractor,or third party agents of the Contractor,does not constitute a waiver of any subsequent breach by the Contractor,or third party agents of the Contractor. Contractor shall protect the confidentiality of all information used,held,created or received in connection with this Contract and shall insure that any subcontractors or agents of Contractor protect the confidentiality of all information under this Contract. Contractor shall use and disclose confidential information only for purposes of this Contract and for the operation and administration of the Contractor. Contractor shall implement appropriate safeguards as are necessary to prevent the use of disclosure of confidential information and shall maintain a comprehensive written information privacy and security program that includes administrative,technical and physical safeguards for the electronic CDPIIE Version 1.0(4/04) Page 4 of 15 Revised:4/1/04 transmission of confidential information which are appropriate to the size and complexity of the Contractor's operations and the nature and scope of its activities. Contractor shall promptly notify the State if Contractor breaches the confidentiality of any information covered by this Contract. The Contractor must identify to the State the information that it considers confidential or proprietary. This is a continuing obligation. Confidential or proprietary information for the purpose of this paragraph is information relating to Contractor'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 lawfully obtained by third parties,information which is in the public domain,or information which is or could have been acquired/developed independently by the State or a third party. Notwithstanding the foregoing,the State shall not be in violation of its obligations under this section should it disclose confidential information if such disclosure is,in the sole opinion of the State's legal counsel,required by applicable law and/or legal process(including,but not limited to,disclosures required pursuant to the Colorado(Open)Public Records Act, sections 24-72-201,et seq,C.R.S.,as now or hereafter amended). The State shall endeavor to provide notice to the Contractor,as promptly as practicable under the circumstances,of any demand,request,subpoena,court order or other action requiring such disclosure,in order to afford Contractor the opportunity to take such lawful action as it deems appropriate to oppose,prevent or limit the disclosure,solely at its own instance and expense; but nothing herein shall be construed to require the State to refuse or delay compliance with any such law,order or demand. 11. Records Maintenance,Performance Monitoring&Audits. The Contractor shall maintain a complete file of all records,documents,communications,and other materials that pertain to the operation of the program/project or the delivery of services under this contract. Such files shall be sufficient to properly reflect all direct and indirect costs of labor,materials,equipment,supplies and services,and other costs of whatever nature for which a contract payment was made. These records shall be maintained according to generally accepted accounting principles and shall be easily separable from other Contractor records. The Contractor shall protect the confidentiality of all records and other materials containing personally identifying information that are maintained in accordance with this contract. 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,guardian,or the State. The Contractor shall have written policies governing access to,duplication and dissemination of,all such information and advise its agents,if any,that they are subject to these confidentiality requirements. The Contractor shall provide its agents, if any, with a copy or written explanation of these confidentiality requirements before access to confidential data is permitted. The Contractor authorizes the State, the federal government or their designee,to perform audits and/or inspections of its records,at any reasonable time during the term of this contract and for a period of six(6) years following the termination of this contract,to assure compliance with the state or federal government's terms and/or to evaluate the Contractor's performance.Any amounts the State paid improperly shall be immediately returned to the State or may be recovered in accordance with other remedies. All such records,documents, communications,and other materials shall be the property of the State unless otherwise specified herein and shall be maintained by the Contractor in a central location as custodian for the State on behalf of the State,for a period of six(6)years from the date of final payment or submission of the final federal expenditure report under this contract,unless the State requests that the records be retained for a longer period, or until an audit has been completed with the following qualification. 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 six(6) year period,or if audit findings have not been resolved after a six(6)year period,the materials shall be retained until the resolution of the audit findings. The Contractor shall permit the State,any other governmental agency authorized by law,or an authorized designee thereof,in its sole discretion,to monitor all activities conducted by the Contractor pursuant to the terms of this contract.Monitoring may consist of internal evaluation procedures,reexamination of program data, special analyses,on-site verification,formal audit examinations,or any other procedures as deemed reasonable and relevant. All such monitoring shall be performed in a manner that will not unduly interfere with contract work. 12. Taxes. The State,as purchaser,is exempt from all federal excise taxes under Chapter 32 of the Internal Revenue Code [No. 84-730123K] and from all state and local government use taxes[C.R.S. 39-26-114(a) CDPHE Version 1.0(4/04) Page 5 of 15 Revised:4/1/04 and 203,as amended].The Contractor is hereby notified that when materials are purchased for the benefit of the State,such exemptions apply except that in certain political subdivisions the vendor may be required to pay sales or use taxes even though the ultimate product or service is provided to the State.These sales or use taxes will not be reimbursed by the State. 13. Conflict of Interest. During the term of this contract, the Contractor shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the Contractor fully performing his/her obligations under this contract. Additionally,the Contractor acknowledges that,in governmental contracting,even the appearance of a conflict of interest is harmful to the interests of the State. Thus,the Contractor agrees to refrain from any practices,activities or relationships which could reasonably be considered to be in conflict with the Contractor's fully performing his/her obligations to the State under the terms of this contract,without the prior written approval of the State. In the event that the Contractor is uncertain whether the appearance of a conflict of interest may reasonably exist,the Contractor shall submit to the State a full disclosure statement setting forth the relevant details for the State's consideration and direction. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict shall be grounds for termination of the contract. Further,the Contractor, and its subcontractors or subgrantees,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: a. The employee,officer or agent; b. Any member of the employee's immediate family; c. The employee's partner;or d. An organization which employees,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 Contractor's potential contractors,or parties to subagreements. 14. Inspection and Acceptance (Services)and Contractor Warranty. The State reserves the right to inspect services provided under this contract at all reasonable times and places during the term of the contract. "Services"as used in this clause includes services performed or tangible material produced or delivered in the performance of services. If any of the services do not conform with contract requirements,the State may require the contractor to perform the services again in conformity with contract requirements,with no additional payment. When defects in the quality or quantity of service cannot be corrected by re- performance,the State may(1)require the contractor to take necessary action to ensure that the future performance conforms to contract requirements and(2)equitably reduce the payment due the contractor to reflect the reduced value of the services performed. These remedies in no way limit the remedies available to the State in the termination provisions of this contract,or remedies otherwise available at law. Contractor warrants that all supplies furnished under this contract shall be free from defects in materials or workmanship,are installed properly and in accordance with manufacturer recommendations or other industry standards,and will function in a failure-free manner for a period of one(I)year from the date of delivery or installation. Contractor shall,at its option,repair or replace any supplies that fail to satisfy this warranty during the warranty period. Additionally,Contractor agrees to assign to the State all written manufacturer warranties relating to the supplies and to deliver such written warranties to the State. 15. Adjustments in Price. Adjustments to contract prices are allowable only so long as they are mutually agreeable by the parties and so long as they are included within a contract amendment made prior to the effective date of the price adjustments and made pursuant to the State of Colorado Fiscal Rules,signed by the parties,and approved by the State Controller or designee. The Contractor shall provide cost or pricing data for any price adjustment subject to the provisions of the Cost or Pricing Data Section of the Colorado State Procurement Rules. Any adjustment in contract price pursuant to the application of a clause in this contract shall be made in one or more of the following ways: CDPHE Version 1.0(4/04) Page 6 of 15 Revised:4/1/04 a. By agreement on a fixed-price adjustment; b. By unit prices specified in the contract; c. In such other manner as the parties may mutually agree;or d. In the absence of agreement between the parties,by a unilateral determination by the procurement officer of the costs attributable to the event or situation covered by the clause,plus appropriate profit or fee. 16. Contract Renewal,Extension, and Modification. a. Limited Amendment. The State,with the concurrence of the Contractor,may prospectively renew or extend the term of this Contract,or increase or decrease the amount payable under this Contract through a"Limited Amendment"that is substantially similar to the sample form Limited Amendment that is incorporated herein by this reference and identified as Exhibit C. To be effective,this Limited Amendment must be signed by the State and the Contractor, and be approved by the State Controller or an authorized delegate thereof. The parties understand that this Limited Amendment shall be used only for the following: L To increase or decrease the level of funding during the current term of the Original Contract due to an increase or decrease in the amount of goods and/or level of services being provided based upon the existing Scope of Work and/or established pricing and/or established Budget/pricing; II. To revise specifications within the current Scope of Work and/or Budget that increase/decrease the level of funding during the current term of the Original Contract; III. To renew or extend the term of the contract with appropriate changes in the amount of funding that results in a new total financial obligation of the State based upon: (A) the same Scope of Work and pricing,or (B) revised specifications to the previously defined Scope of Work. IV. To make changes to the specifications to the original Scope of Work,project management/manager identification,notice address or notification personnel,or the period of performance,that result in"no cost"changes to the Budget. Upon proper execution and approval,this Limited Amendment shall become a formal amendment to this Contract. b. Other Contract Modifications. This contract is subject to such modifications as may be required by changes in Federal or State law,or their implementing regulations. Any such required modification shall automatically be incorporated into and be part of this contract on the effective date of such change as if fully set forth herein. If either the State or the Contractor desires to modify the terms and conditions of this Contract other than as provided for in paragraph 16.a above,then the parties shall execute a standard written amendment to this Contract initiated by the State. The standard written amendment must be executed and approved in accordance with all applicable laws and rules by all necessary parties including the State Controller or delegate. 17. Litigation. The Contractor shall within five(5) calendar days after being served with a summons, complaint,or other pleading which has been filed in any federal or state court or administrative agency notify the State that it is a party defendant in a case which involves services provided under this contract. The Contractor shall deliver copies of such document(s)to the State's Executive Director. The term "litigation" includes an assignment for the benefit of creditors,and filings in bankruptcy,reorganization and/or foreclosure. 18. Notice of Breach and Dispute Resolution: If the State or the Contractor believes in good faith that the other party has failed to timely complete a deliverable,or has otherwise committed a material breach of this Contract, then the non-breaching party shall notify the breaching party in writing of the alleged breach within ten(10)business days of: 1)the date of the alleged breach if the non-breaching party is aware of the breach at the time it occurs;or 2) the date that the non-breaching party becomes aware of the breach. CDPHE Version 1.0(4/04) Page 7 of 15 Revised:4/1/04 Upon receipt of written notice of an alleged breach of the Contract,the breaching party shall have ten(10) business days,or such additional time as may be agreed to in writing between the parties,within which to cure the alleged breach or to notify the non-breaching party in writing of the breaching party's belief that a material breach of this Contract has not occurred. Failure of the breaching party to cure or respond in writing within the above time period shall result in the non-breaching party being entitled to pursue any and all remedies available at law or in equity. 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 department and a senior manager designated by the Contractor. Failing resolution at that level,disputes shall be presented in writing to the Executive Director 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. The Contractor and its sureties shall be liable for any damage to the State resulting from the Contractor's breach,whether or not the Contractor's right to proceed with the work is terminated. The State reserves the right, in its sole discretion,to determine whether or not to accept substituted performance tendered by the Contractor or the Contractor's sureties and acceptance is dependent upon completion of all applicable inspection procedures. 19. Remedies: In addition to any other remedies provided for in this contract,and without limiting its remedies otherwise available at law,the State may exercise the following remedial actions if the Contractor substantially fails to satisfy or perform the duties and obligations in this contract. Substantial failure to satisfy the duties and obligations shall be defined to mean significant insufficient,incorrect or improper performance,activities,or inaction by the Contractor.Without limitation,these remedial actions include: a. withhold payment to Contractor until the necessary services or corrections in performance are satisfactorily completed;and/or b. require the vendor to take necessary action to ensure that the future performance conforms to contract requirements; and/or c. request the removal from work on the contract of employees or agents of Contractor whom the State justifies as being incompetent,careless,insubordinate,unsuitable,or otherwise unacceptable, or whose continued employment on the contract the State deems to be contrary to the public interest or not in the best interest of the State;and/or d. deny payment for those services or obligations which have not been performed and which due to circumstances caused by Contractor cannot be performed,or if performed would be of no value to the State; denial of the amount of payment must be reasonably related to the value of work or performance lost to the State;and/or e. suspend Contractor's performance pending necessary corrective action as specified by the State without Contractor's entitlement to adjustment in price/cost or schedule;and/or f. modify or recover payments(from payments under this contract or other contracts between the State and the vendor as a debt due to the State)to correct an error due to omission,error,fraud and/or defalcation;and/or R. terminate the contract. These remedies in no way limit the remedies available to the State in the termination provisions of this contract,or remedies otherwise available at law. 20. Termination. a. Termination for Default. The State may terminate the contract for cause. In the event this contract is terminated for cause,the State will only reimburse the Contractor for accepted work or deliverables received up to the date of termination.In the event this contract is terminated for cause, final payment to the Contractor may be withheld at the discretion of the State until completion of final audit.Notwithstanding the above,the Contractor shall not be relieved of liability to the State for any damages sustained by the State by virtue of any breach of the contract by the Contractor, and the State may withhold any payment to the Contractor for the purposes of mitigating its damages until such time as the exact amount of damages due to the State from the Contractor is determined. If it is determined that the Contractor was not in default then such termination shall be treated as a termination for convenience as described herein. In the event of CDPFIE Version 1.0(4/04) Page 8 of 15 Revised:4/1/04 termination,all finished or unfinished documents,data,studies,surveys, drawings,maps,models, photographs, and reports or other material prepared by the contractor under this contract shall,at the option of the State,become its property,and the Contractor shall be entitled to receive just and equitable compensation for any services and supplies delivered and accepted. The Contractor shall be obligated to return any payment advanced under the provisions of this contract. b. Termination for Convenience. The State shall have the right to terminate this contract at any time the State determines necessary by giving the Contractor at least twenty(20)calendar days prior written notice. If notice is so given,this contract shall terminate on the expiration of the specified time period,and the liability of the parties hereunder for further performance of the terms of this contract shall thereupon cease,but the parties shall not be released from the duty to perform their obligations up to the date of termination. In the event of termination,all finished or unfinished documents,data, studies, surveys, drawings,maps,models,photographs,and reports or other material prepared by the contractor under this contract shall, at the option of the State,become its property,and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory services and supplies delivered. In the event that the State terminates this contract under the Termination for Convenience provisions,the Contractor is entitled to submit a termination claim within ten(10)days of the effective date of termination. The termination claim shall address and the State shall consider paying the following costs: I. the contract price for performance of work,which is accepted by the State,up to the effective date of the termination; II. reasonable and necessary costs incurred in preparing to perform the terminated portion of the contract; III. reasonable profit on the completed but undelivered work up to the date of termination; IV. the costs of settling claims arising out of the termination of subcontracts or orders,not to exceed 30 days pay for each subcontractor; V. reasonable accounting,legal,clerical,and other costs arising out of the termination settlement. In no event shall reimbursement under this clause exceed the contract amount reduced by amounts previously paid by the State to the Contractor. c. Immediate Termination. This contract is subject to immediate termination by the State in the event that the State determines that the health,safety,or welfare of persons receiving services may be in jeopardy. Additionally,the State may immediately terminate this contract upon verifying that the Contractor has engaged in or is about to participate in fraudulent or other illegal acts. 21. Stop Work Order. Upon written approval by the State Procurement Officer or delegee,the State may,by written order to the Contractor,at any time,and without notice to any surety,require the Contractor to stop all or any part of the work called for by this contract. This order shall be for a specified period after the order is delivered to the Contractor. Any such order shall be identified specifically as a stop work order issued pursuant to this clause. Upon receipt of such an order,the Contractor shall forthwith comply with its terms and take all reasonable steps to minimize the incurring of costs allocable to the work covered by the order during the period of work stoppage. Before the stop work order expires, as legally extended,the State Procurement Officer or delegee shall either: a. Cancel the stop work order;or b. Terminate the work covered by such order; or c. Terminate the contract. If a stop work order issued under this clause is properly canceled,the Contractor shall have the right to resume work. An appropriate adjustment shall be made in the delivery schedule or contract price,or both, and the contract shall be modified accordingly in writing pursuant to the terms of this contract dealing with contract modifications, if: a. The stop work order results in increased time required for,or in the Contractor's cost properly allocable to,the performance of any part of this contract;and CDPHE Version 1.0(4/04) Page 9 of 15 Revised:4/1/04 b. The Contractor asserts claim for such an adjustment within thirty(30) days after the end of the period of work stoppage. If the work covered by such order is terminated for default or convenience, the reasonable costs resulting from the stop work order shall be allowed by adjustment or otherwise and such adjustment shall be in accordance with the Price Adjustment Clause of this contract. 22. Venue. The parties agree that exclusive venue for any action related to performance of this contract shall be in the City and County of Denver,Colorado. 23. Understanding of the Parties. a. Complete Integration. This contract is intended as the complete integration of all understandings between the parties.No prior or contemporaneous addition,deletion,or other amendment hereto shall have any force or effect whatsoever,unless embodied herein in writing.No subsequent novation,renewal,addition,deletion,or other amendment hereto shall have any force or effect unless embodied in a written contract executed and approved pursuant to the State Fiscal Rules. b. Severability. To the extent that this contract may be executed and performance of the obligations of the parties may be accomplished within the intent of the contract,the terms of this contract are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason,such invalidity or failure shall not affect the validity of any other term or provision hereof. c. Binding Agreement. Except as herein specifically provided otherwise,it is expressly understood and agreed that this contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. All rights of action relating to enforcement of the terms and conditions shall be strictly reserved to the State and the named Contractor.Nothing contained in this agreement shall give or allow any claim or right of action whatsoever by any other third person. It is the express intention of the State and the Contractor that any such person or entity, other than the State or the Contractor,receiving services or benefits under this agreement shall be deemed an incidental beneficiary only. d. Waiver. The waiver of any breach of a term hereof shall not be construed as a waiver of any other term,or the same term upon subsequent breach. e. Continuing Obligations. The State and the Contractor's obligations under this contract shall survive following termination or expiration to the extent necessary to give effect to the intent and understanding of the parties. f. Assignment and Change In Ownership,Address,Financial Status. Except as herein specifically provided otherwise,the rights,duties and obligations of the Contractor arising hereunder cannot be assigned,delegated,subgranted or subcontracted except with the express prior written consent of the State,which consent shall not be unreasonably withheld. In the case of assignment or delegation,Contractor and the State shall execute the standard State novation agreement prior to the assignment or delegation being effective against the State.The subgrants and subcontracts permitted by the State shall be subject to the requirements of this contract.The Contractor is responsible for all subcontracting arrangements,delivery of services, and performance of any subgrantor or subcontractor.The Contractor warrants and agrees that any subgrant or subcontract, resulting from its performance under the terms and conditions of this contract,shall include a provision that the said subgrantor or subcontractor shall abide by the terms and conditions hereof. Also, the Contractor warrants and agrees that all subgrants or subcontracts shall include a provision that the subgrantor or subcontractor shall indemnify and hold harmless the State.The subgrantors or subcontractors must be certified to work on any equipment for which their services are obtained. This provision shall not be construed to prohibit assignments of the right to payment to the extent permitted by section 4-9-318,CRS,provided that written notice of assignment adequate to identify the rights assigned is received by the controller for the agency,department,or institution executing this contract. Such assignment shall not be deemed valid until receipt by such controller—as CDPI{E Version 1.0(4/04) Page 10 of 15 Revised:4/1/04 distinguished from the State Controller—and the Contractor assumes the risk that such written notice of assignment is received by the controller for the agency,department,or institution involved. The Contractor is required to formally notify the State prior to,or if circumstances do no allow prior notification then immediately following,any of the following: I. change in ownership; II. change of address; III. the filing of bankruptcy. g. 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. h. Changes In Law. This contract is subject to such modifications as may be required by changes in applicable federal or State law,or their implementing rules,regulations,or procedures. Any such required modification shall automatically be incorporated into and be part of this contract on the effective date of such change as if fully set forth herein. Except as provided above,no modification of this contract shall be effective unless agreed to in writing by both parties in the form of a written amendment to this Contract that has been previously executed and approved in accordance with applicable law. Media or Public Announcements. Unless otherwise provided for in this Contract,the Contractor shall not make any news release,publicity statement,or other public announcement,either in written or oral form,that concerns the work provided under this Contract,without the prior written approval of the State. The Contractor shall submit a written request for approval to the State no less than ten(10)business days before the proposed date of publication. The State shall not unreasonably withhold approval of the Contractor's written request to publish. Approval or denial of the Contractor's request by the State,shall be delivered to the Contractor in writing within six (6)business days from the date of the State's receipt of Contractor's request for approval. If required by the terms and conditions of a federal or state grant,the Contractor shall obtain the prior approval of the State and all necessary third parties prior to publishing any materials produced under this Contract. If required by the terms and conditions of a federal or state grant, the Contractor shall also credit the State and all necessary third parties with assisting in the publication of any materials produced under this Contract. It shall be the obligation of the Contractor to inquire of the State as to whether these requirements exist and obtain written notification from the State as Contractor deems appropriate. 24. Intellectual Indemnity. Contractor shall defend,at its sole expense,any claim(s)or suit(s)brought against the State alleging that the use by the State of any product(s),or any part thereof,supplied by Contractor under this agreement constitutes infringement of any patent,copyright,trademark,or other proprietary rights,provided that the State gives Contractor written notice within twenty(20)days of receipt by the State of such notice of such claim or suit,provides assistance and cooperation to Contractor in connection with such action, and Contractor has sole authority to defend or settle the claim. Contractor shall consult the State regarding such defense and the State may,at its discretion and expense,participate in any defense. Should the State not choose to participate,Contractor shall keep the State advised of any settlement or defense. Contractor shall have liability for all such claims or suits,except as expressly provided herein,and shall indemnify the State for all liability incurred by the State as a result of such infringement. Contractor shall pay all reasonable out-of-pocket costs and expenses,and damages finally awarded by a court of competent jurisdiction,awarded or agreed to by Contractor regarding such claims or suits. CDPIIE Version 1.0(4/04) Page 11 of 15 Revised:4/1/04 If the product(s),or any part thereof,become the subject of any claim, suit or proceeding for infringement of any patent,trademark or copyright,or in the event of any adjudication that the product(s),or any part thereof,infringes any patent,trademark or copyright,or if the sub-license or use of the product(s),or any part thereof,is enjoined,Contractor,after consultation with the State, shall do one of the following at Contractor's expense: a. produce for the State the right under such patent,trademark or copyright to use or sub-license,as appropriate,the product or such part thereof;or b. replace the product(s),or part thereof, with other suitable products or parts conforming to the original license and State specifications; or c. suitably modify the products, or part thereof. Except as otherwise expressly provided herein,Contractor shall not be liable for any costs or expenses incurred without its prior written authorization. Contractor shall have no obligation to defend against or to pay any costs,damages or attorney's fees with respect to any claim based upon: a. the use of an altered release if Contractor had not consented to the alteration;or b. the combination,operation or use of the product(s)with programs or data which were not furnished by Contractor, if such infringement would have been avoided if the programs or data furnished by persons or entities other than Contractor had not been combined,operated or used with the product(s);or c. the use of product(s)on or in connection with equipment or software not permitted under this contract if such infringement would have been avoided by not using the product(s)on or in connection with such other equipment or software. 25. Conformance with Law. If this Contract involves federal funds or compliance is otherwise federally mandated,the Contractor and its agent(s)shall at all times during the term of this contract strictly adhere to 'all applicable federal laws, state laws,Executive Orders and implementing regulations as they currently exist and may hereafter be amended. Without limitation,these federal laws and regulations include: a. Office of Management and Budget Circulars A-21,A-87,A-102,A-110,A-122,A-133,and The Common Rule for Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments,as applicable; b. the"Hatch Act"(5 U.S.C. 1501-1508)and Public Law 95-454, Section 4728. These federal statutes declare that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally-assisted programs; c. the"Davis-Bacon Act"(40 U.S.C.276A-276A-5). This federal Act requires that all laborers and mechanics employed by contractors or subcontractors to work on construction projects fmanced by federal assistance must be paid wages not less than those established for the locality of the project by the Secretary of Labor; d. 42 U.S.C. 6101 et seq.,42 U.S.C.2000d,29 U.S.C. 794. These federal Acts mandate that no person shall,on the grounds of race,color,national origin,age, or disability,be excluded from participation in or be subjected to discrimination in any program or activity funded,in whole or in part,by federal funds; e. the"Americans with Disabilities Act"(Public Law 101-336;42 U.S.C. 12101, 12102, 12111 - 12117, 12131 - 12134, 12141 - 12150, 12161 - 12165, 12181 - 12189, 12201 - 12213 and 47 U.S.C. 225 and 47 U.S.C. 611); f. if the Contractor is acquiring an interest in real property and displacing households or businesses in the performance of this Contract,then the Contractor is in compliance with the"Uniform Relocation Assistance and Real Property Acquisition Policies Act",as amended,(Public Law 91- 646,as amended,and Public Law 100-17, 101 Stat. 246-256); g. when applicable, the Contractor shall comply with the provisions of the"Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments" (Common Rule); h. Section 2101 of the Federal Acquisition Streamlining Act of 1994,Public Law 103-355,which prohibits the use of federal money to lobby the legislative body of a political subdivision of a State; and CDPHE Version 1.0(4/04) Page 12 of 15 Revised:4/1/04 i. If the Contractor is a covered entity under the Health Insurance Portability and Accountability Act of 1996,42 U.S.C. 1320d- 1320d-8,the Contractor shall comply with applicable HIPAA requirements. If Contractor is a business associate under HIPAA,Contractor hereby agrees to, and has an affirmative duty to,execute the State's current HIPAA Business Associate Agreement. In this case,Contractor must contact the State's representative and request a copy of the Business Associate Agreement,complete the agreement, have it signed by an authorized representative of the Contractor,and deliver it to the State. 26. Contractor Affirmation. If this Contract involves federal funds or compliance is otherwise federally mandated, then by signing and submitting this Contract the Contractor affirmatively avers that: a. the Contractor is in compliance with the requirements of the"Drug-Free Workplace Act"(Public Law 100-690 Title V,Subtitle D,41 U.S.C. 701 et seq.); b. the Contractor is not presently debarred,suspended,proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;the Contractor shall comply with all applicable regulations pursuant to Executive Order 12549, including, Debarment and Suspension and Participants' Responsibilities,29 C.F.R. 98.510 (1990); and, c. the Contractor shall comply with all applicable regulations pursuant to Section 319 of Public Law 101-121,Guidance for New Restrictions on Lobbying,including,Certification and Disclosure,29 C.F.R.93.110(1990). 27. Annual Audits. If the Contractor expends federal funds from all sources(direct or from pass-through entities)in an amount of$500,000 or more during its fiscal year,then the Contractor shall have an audit of that fiscal year in accordance with Office of Management and Budget(OMB)Circular A-133 (Audits of States,Local Governments,and Non-Profit Organizations). If the Contractor expends federal funds received from the State in an amount of$500,000 or more during its fiscal year,then the Contractor shall furnish one(1)copy of the audit report(s)to the State's Internal Audit Office within thirty(30)calendar days after the Contractor's receipt of its auditor's report or nine(9)months after the end of the Contractor's audit period,whichever is earlier. If(an) instance(s)of noncompliance with federal laws and regulations occurs,then the Contractor shall take all appropriate corrective action(s) within six(6)months of the issuance of(a)report(s). If the Contractor submits an annual indirect cost proposal to the State for review and approval,then the Contactor's auditor shall audit the proposal in accordance with the requirements of OMB Circulars A-21 (Cost Principles for Educational Institutions),A-87(Cost Principles for State,Local, and Tribal Governments),or A-122 (Cost Principles for Non-Profit Organizations),whichever is applicable. 28. Holdover. In the event that the State desires to continue the services provided for in this Contract and a replacement contract has not been fully executed by the expiration date of the Contract,this Contract may be extended unilaterally by the State for a period of up to two(2)months upon written notice to the Contractor under the same terms and conditions of the original Contract including,but not limited to, prices,rates,and service delivery requirements. However,this extension terminates when the replacement contract becomes effective when signed by the State Controller or an authorized delegate. 29. Survival of Certain Contract Terms. Notwithstanding anything in this contract to the contrary,the parties understand and agree that all terms and conditions of this contract which may require continued performance,compliance,or effect beyond the termination date of the contract and shall survive such termination date and shall be enforceable by the State as provided herein in the event of failure to perform or comply by the Contractor. CDPI E Version 1.0(4/04) Page 13 of 15 Revised:4/1/04 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 deemed valid until it has been approved by the Colorado State Controller or designee. 2. FUND AVAILABILITY. CRS 24-30-202(55). 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. 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 (Applicable Only to Intergovernmental Contracts/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 or hereafter amended. 4. INDEPENDENT CONTRACTOR. 4 CCR 801-2. 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 or shall be deemed to be an agent or employee of the state. Contractor shall pay when due all required employment taxes and income taxes and local head taxes on any monies paid by the state pursuant to this contract. Contractor aclatowledges that contractor and its employees are not entitled to unemployment insurance benefits unless contractor or a third party provides such coverage and that the state does not pay for or otherwise provide such coverage. Contractor shall have no authorization,express or implied,to bind the state to any agreement,liability or understanding,except as expressly set forth herein. Contractor shall provide and keep in force workers'compensation(and provide proof of such insurance when requested by the state)and unemployment compensation insurance in the amounts required by law and shall be solely responsible for its acts and those of its employees and agents. 5. NON-DISCRIMINATION. Contractor agrees to comply with the letter and the spirit of all applicable State and federal laws respecting discrimination and unfair employment practices. 6. CHOICE OF LAW. The laws of the State of Colorado,and rules and regulations issued pursuant thereto,shall be applied in the interpretation, execution,and enforcement of this contract Any provision of this contract, whether or not incorporated herein by reference, which provides for arbitration by any extra judicial body or person or which is otherwise in conflict with said laws,rules,and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall 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 will not invalidate the remainder of this contract,to the extent that this contract is capable of execution. At all times during the performance of this contract,Contractor shall strictly adhere to all applicable federal and State laws,rules,and regulations that have been or may hereafter be established. 7. [Not Applicable to Intergovernmental Contracts] VENDOR OFFSET. CRS 24-30-202(I)and 24-30-202.4. The State Controller may withhold payment of certain debts owed to State agencies under the vendor offset intercept system for.(a)unpaid child support debt or child support arrearages; (b)unpaid balances of tax,accrued interest,or other charges specified in Article 21,Title 39,CRS; (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 or its agencies,as a result of final agency determination or reduced to judgment,as certified by the State Controller. 8. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. No State or other public funds payable under this contract shall be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies that,for the term of this contract and any extensions,Contractor has 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 paragraph,the State may exercise any remedy available at law or 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. 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 10. [Not Applicable to Intergovernmental Contracts]. ILLEGAL ALIENS - PUBLIC CONTRACTS FOR SERVICES AND RESTRICTIONS ON PUBLIC BENEFITS. CRS 8-17.5-101 and 24-76.5-101. Contractor certifies that it shall comply with the provisions of CRS 8-17.5-101 et seq. 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 represents, warrants, and agrees that it (i) 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 (ii) otherwise shall comply with the requirements of CRS 8-17.5-102(2)(b). Contractor shall comply with all reasonable requests made in the course of an investigation under CRS 8-17.5-102 by the Colorado Department of Labor and Employment. Failure to comply with any requirement of this provision or CRS 8-17.5-101 et seq., shall be cause for termination for breach and Contractor shall be liable for actual and consequential damages. Contractor, if a natural person eighteen(18)years of age or older,hereby swears or affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of CRS 24-76.5-101 et seq.,and(iii)shall produce one form of identification required by CRS 24-76.5-103 prior to the effective date of this contract. Revised October 25, 2006 Effective Date of Special Provisions: August 7, 2006 CDPHE Version 1.0(4/04) Page 14 of 15 Revised:4/1/04 .. 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 and accept personal responsibility for any and all damages the State may incur for any errors in such representation. CONTRACTOR: STATE OF COLORADO: Board of County Commissioners of Weld BILL RITTER,JR.GOVERNOR County for the use and benefit of Weld CountyDepartment of Public Health and Environment Legal Name of Contracting Entity ( l'L_--- By Thibtoki For Executive Director Department of Public Health and Environment Social Security Number or FEIN / G!.-v1 Department Program Approval: Signature of Authorized Officer 05/14/2008 William H. Jerke, Chair By Print Name&Title of Authorized Officer WELD COUNTY DEPARTMENT^^0� LEGAL REVIEW: PD. IC HEAL II C° '1_ ENT COLORADO DEPARTMENT OF LAW l OFFICE OF THE TTORNEY GENERAL BY. , Mark E. Wallace, M0, MPH-Director By rV1 7t\ ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller,or such assistant as he may delegate,has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for the goods and/or services provided. STATE CONTROLLER: David J.McDermott,CPe : t i i By ' G, ['Kevin Edwards ❑Yvonne A derson ❑Robert Jaros' Donald Rieck Date L / _ �j-�� CDPHE Version 1.0(4/04) Page 15 of 15 Revised:4/1/04 cWer8/9a EXHIBIT A ADDITIONAL PROVISIONS To Contract Dated 06/01/08-Contract Routing Number 08 FLA 00892 These provisions are to be read and interpreted in conjunction with the provisions of the contract specified above. 1. This contract contains federal funds(see Catalog of Federal Domestic Assistance(CFDA)number 93.919) and State Cash Funds. 2. The United State Department of Health and Human Services ("USDHHS"),through the Centers for Disease Control and Prevention("CDC")has awarded federal funds under Notice of Cooperative Agreement Award, hereinafter"NCAA", number U58 DP000848-01,to perform breast cancer screening, cervical cancer screening, and diagnostic services. The intent of the Cooperative Agreement is to increase screening diagnosis among low income older women who are uninsured or under insured, including those who are racial,ethnic, and cultural minorities,such as American Indians, African Americans, Hispanics, Asian/Pacific Islanders, Lesbians, women with disabilities, and women who live in hard to reach communities in urban and rural areas. If the underlying Notice of Cooperative Agreement Award"NCAA"authorizes the State to pay all allowable and allocable expenses of a contractor as of the effective date of that NCAA,then the State shall reimburse the Contractor for any allowable and allocable expenses of the Contractor that have been incurred by the Contractor since the proposed effective date of this Contract. If the underlying NCAA does not authorize the State to pay all allowable and allocable expenses of a contractor as of the effective date of that NCAA,then the State shall only reimburse the Contractor for those allowable and allocable expenses of the Contractor that are incurred by the Contractor on or after the effective date of this Contract,with such effective date being the later of the date specified in this contract or the date the contract is signed by the State Controller or delegee. 3. The Contractor shall provide breast and cervical cancer screening services to 250 women during the renewal term of this Contract. The Contractor shall also provide Women's Wellness Connection approved diagnostic services to all women found through a Women's Wellness Connection screening to be in need of diagnostic follow-up. A woman shall be deemed as enrolled and screened only after the Contractor completes the Women's Wellness connection required "Personal History/Release" forms and the "Clinical Services Report" form for that woman. The Contractor shall be paid a grant award based on the capitated rate of$305 per woman. The grant rate per woman shall be paid to the contractor on the woman's first visit of the contract year. This payment shall cover: 1)enrollment and administrative services;2)all breast and cervical cancer screening services provided by the Contractor or the Contractor's subcontractors, if any; and 3)all Women's Wellness Connection approved and medically indicated diagnostic. Paragraph C.3. of the Original Contract is modified accordingly. Payment pursuant to this Contract shall be made as earned, in whole or in part,from available federal funds in an amount not to exceed$2,500,000.00 Dollars and from available State funds in an amount not to exceed$2,000,000.00 Dollars for the purchase of Women's Wellness Connection services. To be attached to CDPHE Page I of 3 Revised:4/1/04 Version 1.0(4/04)contract template EXHIBIT A 4. To be considered for payment,billings for payments pursuant to this Contract must be received with a reasonable time after the period for which payment is requested;but in no event no later than sixty(60) calendar days after the relevant performance period has passed. Final billings under this Contract must be received by the State within a reasonable time after the expiration or termination of this Contract;but in no event no later than sixty(60)calendar days from the effective expiration or termination date of this Contract. a) Time Limit For Acceptance Of Deliverables. b) Evaluation Period. The State shall have ten(10)calendar days from the date a deliverable is delivered to the State by the Contractor to evaluate that deliverable, except for those deliverables that have a different time negotiated by the State and the Contractor. c) Notice of Defect. If the State believes in good faith that a deliverable fails to meet the design specifications for that particular deliverable,or is otherwise deficient,then the State shall notify the Contractor of the failure or deficiencies,in writing, within ten (10)calendar days of: I)the date the deliverable is delivered to the State by the Contractor if the State is aware of the failure or deficiency at the time of delivery; or 2) the date the State becomes aware of the failure or deficiency. The above time frame shall apply to all deliverables except for those deliverables that have a different time negotiated by the State and the Contractor in writing pursuant to the State's fiscal rules. d) Time to Correct Defect. Upon receipt of timely written notice of an objection to a completed deliverable,the Contractor shall have a reasonable period of time,not to exceed ten(10)calendar days,to correct the noted deficiencies. 5. State has determined that this contract does not constitute a Business Associate relationship under HIPAA. 6. Notwithstanding the terms contained in Paragraph 11,Page 6,General Provisions,of this Contract,the parties agree to add the following language as new paragraph two: a) "The financial management systems of the Contractor must meet the following standards: b) Contractor shall expend and account for contract funds in accordance with generally accepted accounting principles c) Contractor shall maintain records that adequately identify the source/revenue and application/expenditure of funds.These records must contain information pertaining to contract awards,assets,liabilities,expenditures and income. d) Accounting records shall be supported by source documentation,including but not limited to cancelled checks,paid bills,payroll, time and attendance records,contract and subcontract documents. e) Contract funds shall be separately accounted for in Contractor's accounting records and shall not be commingled with Contractor's other funds. f) Actual expenditures shall be compared with budgeted amounts g) Costs allocated to this Contract shall be based upon relative benefits received h) Applicable laws,regulations, and terms of the Contract will be followed in determining the reasonableness, allowability,and allocability of costs. i) Fiscal controls and accounting procedures of the Contractor must be sufficient to: 1. permit the preparation of financial reports required by this Contract and preparation of financial statements 2. allow Contractor's staff,in the normal course of performing their assigned functions, to prevent or detect misstatements in financial reporting or the loss of assets in a timely basis 3. allow for accurate,current, and complete disclosure of the financial activities made in accordance with the financial reporting requirements of the contract To be attached to CDPHE Page 2 of 3 Revised:4/1/04 Version 1.0(4/04)contract template EXHIBIT A 7. Notwithstanding the terms and conditions contained in paragraph 16,page 8 General Provisions,of this contract,the parties agree to add a new subparagraph c. which state the following: c. Option Letter. The State may increase or decrease the quantity of goods/services described in section/schedule/exhibit based upon the rates established in the Contract. If the State exercises the option,it shall 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 the State exercises this option to increase,the provisions of the Option Letter shall become part of and be incorporated into the original Contract. To be attached to CDPHE Page 3 of 3 Revised:4/1/04 Version 1.0(4/04)contract template Exhibit B STATEMENT OF WORK To Contract Dated 06/01/2008-Contract Routing Number 08 FLA 00892 These provisions are to be read and interpreted in conjunction with the provisions of the contract specified above. The Contractor, in accordance with the terms and conditions of this contract, shall perform and complete, in a timely and satisfactory manner, all activities as outlined below. Project Period: June 30, 2008 through June 29, 2013. Direct Beneficiaries: Direct beneficiaries shall be women residing in Colorado who are unable to pay for breast or cervical screening services and meet age, income and lawful presence requirements of the program, women of diverse ethnic backgrounds, women living in geographically isolated and medically underserved areas, those who are rarely or never screened for cervical cancer, or those that may have disabilities. Project Goals: 1. To deliver WOMEN'S WELLNESS CONNECTION services within the contractor's existing network of subcontractors. 2. To provide quality services to women receiving these screenings. 3. To increase annually the overall number of women who receive breast and cervical cancer screening services through the WOMEN'S WELLNESS CONNECTION program. Definitions: Breast Cancer Screen — Standard testing performed to determine the presence or non-presence of breast cancer. Standard screening tests include a clinical breast exam (CBE) and a mammogram. Cervical Cancer Screen— Standard testing performed to determine the presence or non-presence of cervical cancer. The standard screening test is a Pap test. Diagnostic Testing — Further testing used when a definitive diagnosis is unable to be determined by the results of prior screening tests. Network — Any provider site that works under the contractor name and receives fiscal and administrative assistance to do business. Subcontractor — An entity in the community that serve the contractor to meet the obligations of this contract. This shall include services not available at the provider site agency or may include complex, technical services for diagnostic testing. Subcontractor agreements are in writing and agreed and signed by both parties for particular services for a defined period of time. Background: The WOMEN'S WELLNESS CONNECTION program provides low-income, uninsured, and underserved women demonstrating lawful presence in Colorado access to timely, To be attached to CDPHE Page I of 8 Revised:4/1/04 Version 1.0(4/04)contract template Exhibit B high-quality screening and diagnostic services to detect breast and/or cervical cancer at the earliest stages. It is a state-run program of the National Breast and Cervical Cancer Early Detection Program (NBCCEDP), which is administered through the Centers for Disease Control (CDC). Services are available across Colorado. Deliverables: Under this arrangement, the contractor shall provide and perform the following: I. Network a. The contractor shall submit a current list of agency contacts (Attachment B-1) by the start date of the contract period, Fiscal-Year 2008 and each consecutive year of this contract. i. All staff changes during the contract year shall be reported to the Department within 15 days. ii. An agency contact list shall be submitted every year of the remaining years of this contract by September 1st. b. Ensure breast and cervical cancer screening services for WOMEN'S WELLNESS CONNECTION eligible women are performed by the contractor or through a subcontracted network of providers until a definitive diagnosis has been achieved. i. The contractor shall maintain a network of subcontractors for its network and document this network in eCaST by September 1, 2008 and each consecutive year of this contract. For contractors not using eCaST, a list of network subcontractors must be submitted by September 1, 2008 and each consecutive year of this contract. (Attachment B-2). ii. This list must be updated annually,by September 1, of each year. iii. Service performed by subcontractors shall: 1. Be performed in an outpatient setting to the extent possible. 2. Not exceed the Medicare reimbursement rate. 3. Not be charged to WOMEN'S WELLNESS CONNECTION women. 4. Be agreed upon in writing through the use of a contract or memorandum of understanding. 2. Enrollment The contractor shall ensure that women screened under the WOMEN'S WELLNESS CONNECTION program: a. Meet WOMEN'S WELLNESS CONNECTION Program Eligibility Requirements (Attachment B-3). To be attached to CDPHE Page 2 of 8 Revised:4/1/04 Version 1.0(4/04)contract template Exhibit B i. Eligibility guidelines may be updated during the period this scope of work is in effect. When new eligibility guidelines are adopted for implementation by WOMEN'S WELLNESS CONNECTION, the contractor shall be notified and responsible for implementing necessary changes to the contractor workflow by a date determined by the Department. ii. Provide eligibility screenings and referrals in Spanish or other languages as requested. b. Meet Lawful Presence Requirements (per Contract Special Provisions, Attachment B-4 and Attachment B-5). i. Obtain a signed affidavit and verify required documentation before services are rendered. ii. Refer to the Department of Revenue's web site for more specific information on Lawful Presence requirements at http://www.revenue.state.co.us/main/home.asp. iii. Document verification of lawful presence in eCaST for each women the contractor shall be requesting reimbursement. 3. Billing and Reimbursement a. The Contractor shall only request reimbursement from the State for a woman who meets all eligibility and data requirements. b. The Contractor shall be reimbursed a global rate of $305 per woman for a completed breast and cervical cancer screening. i. This shall cover costs associated with: 1. Enrollment of women into the WOMEN'S WELLNESS CONNECTION program; 2. Cancer screening services, including Pap test, clinical breast exam and mammogram; 3. Case management of abnormal findings; 4. Diagnostic services to the point of a definitive diagnosis, as necessary; 5. Entry of all information into eCaST; and 6. Administrative procedures to place women with a positive diagnosis of breast and/or cervical cancer onto Medicaid. ii. Costs incurred by the contractor above the global rate shall not be reimbursed. To be attached to CDPHE Page 3 of 8 Revised:4/1/04 Version 1.0(4/04)contract template Exhibit B 1. At the discretion of the Department, charges for diagnostic services may be reimbursed at a percent of the cost to the health center. c. Data entered into eCaST shall be the basis for calculating reimbursement for each woman screened at a health center. i. Data on women must be complete and entered in eCaST no later than the 14th of each month to be counted towards the Department's monthly cycle of reimbursement. ii. The contractor shall review eCaST reports, such as the Missing Data and Women Not Paid, to uncover women who may have missing essential information prior to the 14`h of each month. 1. It is the responsibility of the contractor to ensure its network of provider sites have entered all required data elements prior to the Department billing cycle. iii. Essential data elements missing from a woman's electronic record may make her ineligible for payment. d. One reimbursement check for all completed screenings that have met data quality standards and occurred in the prior 30 days shall be sent to the Contractor each month. i. The contractor shall deal with WOMEN'S WELLNESS CONNECTION program staff directly on non-payment of women screened. If WOMEN'S WELLNESS CONNECTION staff is unable to rectify reimbursement, the contractor shall work with the WOMEN'S WELLNESS CONNECTION fiscal officer to the point of satisfaction by both parties. 4. Service Delivery a. The Contractor shall follow and utilize all policy and guidelines according to the 2008-09 WOMEN'S WELLNESS CONNECTION Provider Toolkit as the standard of care when performing services related to breast and cervical cancer screening. i. The Provider Toolkit may be updated during the period this scope of work is in effect. When new documents/policy/guidelines or toolkit directives are adopted for implementation by WOMEN'S WELLNESS CONNECTION agencies, the contractor shall be notified and responsible for implementing necessary changes by a date determined by the Department. 5. Performance Standards To be attached to CDPHE Page 4 of 8 Revised:4/1/04 Version 1.0(4/04)contract template Exhibit B a. The contractor shall meet or exceed established WOMEN'S WELLNESS CONNECTION Core Performance Indicators for its network of health centers (Attachment B-6). i. Provider sites exceeding, meeting or not meeting indicators shall be contacted by the Department. 1. Those centers not meeting indicators shall have in place a quality plan of action developed by the contractor and monitored by the Department. 2. Those centers exceeding indicators shall be recognized for good performance in a manner deemed appropriate by the Department. 6. Contractor Compliance and Site Review a. WOMEN'S WELLNESS CONNECTION shall perform an annual review of the contractor and or the contractor's network of providers regarding performance with this contract. b. Performance shall be based on, but not limited to: i. WOMEN'S WELLNESS CONNECTION Core Performance Indicators reports; ii. eCaST data reports, specifically Missing Data and Diagnostic Follow up reports as well as other reports; iii. Technical assistance with screening and diagnostic services; iv. Ability to refer positively diagnosed women to Medicaid treatment; v. Referral of women to the program's Treatment Navigator; and vi. Targeted screening goal attainment to date. c. WOMEN'S WELLNESS CONNECTION shall provide feedback to the contractor within 30 days of the visit. i. A contractor exceeding, meeting or not meeting performance shall be reported to the Director, Chronic Disease Branch. 1. Those contractors deemed not meeting compliance with this contract shall have in place a quality plan of action developed by the contractor and monitored by the Department. 2. Those centers meeting or exceeding performance shall be positively recognized in a manner deemed appropriate by the Department. 7. ECaST System To be attached to CDPHE Page 5 of 8 Revised:4/1/04 Version 1.0(4/04)contract template Exhibit B a. WOMEN'S WELLNESS CONNECTION shall provide training on the data system to the contractor, its administration staff, fiscal staff and provider site staff as needed or requested by the contractor. i. Any changes to staff that are responsible for data entry of WOMEN'S WELLNESS CONNECTION information shall be reported to the Department within 15 days. ii. New provider site staff must be trained by WOMEN'S WELLNESS CONNECTION on eCaST within 30 days of hire. b. Forms used to collect first level information shall be furnished by WOMEN'S WELLNESS CONNECTION. c. Sites not currently using eCaST for data entry shall be responsible for accurate and timely submission of paper forms to the Depai'anent. i. Accepted forms of submission include: 1. Mail or fax clearly marked"Confidential"or 2. HIPAA compliant files transmitted via Hypersend. ii. If sent by U.S. mail, failure to receive forms shall be the responsibility of the sending provider site. iii. Contractors shall be deemed out of compliance with this contract if forms are deemed"lost" or not received by the Department. 1. Those contractors not meeting compliance with this requirement shall have in effect a quality plan of action developed by the contractor and monitored by the Department. 2. A contractor not meeting performance shall be reported to the Director, Chronic Disease Branch. 8. Communication a. When corresponding with the Department, Contractors must use any and all privacy and security measures to protect the woman's personal health information. i. Accepted forms of submission include: 1. Mail or fax clearly marked"Confidential" or 2. HIPAA compliant files transmitted via Hypersend. b. The contractor and its network provider sites shall attend meetings between state staff to ensure compliance with this contract. To be attached to CDPHE Page 6 of 8 Revised:4/1/04 Version 1.0(4/04)contract template Exhibit B i. The contractor shall attend WOMEN'S WELLNESS CONNECTION sponsored conference calls and meetings, including but not limited to,: 1. WOMEN'S WELLNESS CONNECTION Update Monthly Conference Calls; 2. ECaST Users Group Conference Calls; 3. Quarterly meetings with Medicaid staff; 4. WOMEN'S WELLNESS CONNECTION Trainings; and 5. Other meetings upon request. ii. WOMEN'S WELLNESS CONNECTION staff shall attend conference calls and meetings as needed and upon special request of the contractor. iii. WOMEN'S WELLNESS CONNECTION shall include the contractor in all relevant program communications that may impact the success of this contract, including: 1. Monthly electronic WOMEN'S WELLNESS CONNECTION Program Update; 2. ECaST Broadcast messages; 3. Special announcements to WOMEN'S WELLNESS CONNECTION providers; and 4. Other communications. 9. Professional Education and Trainings a. The contractor shall require at least one(1) key health center staff and/or clinician responsible for WOMEN'S WELLNESS CONNECTION services to participate in at least one annual Department-sponsored provider training, with an emphasis on attendance by clinical providers. i. Attendance may be in person, via web-cast, or other new educational technology implemented by the Department. b. The contractor shall cover all costs for staff to attend trainings in person. 10. Medicaid Treatment for WOMEN'S WELLNESS CONNECTION Women Diagnosed with Cancer a. The contractor shall refer women with a positive diagnosis of breast or cervical cancer to Medicaid. i. Contractor personnel shall follow the STEP Enrollment Process and STEP Eligible Diagnosis List (Attachment B-7 and Attachment B-8, respectively). ii. Health centers must ensure applications are submitted to local Social Service agencies within 30 working days after diagnosis. To be attached to CDPHE Page 7 of 8 Revised:4/1/04 Version 1.0(4/04)contract template Exhibit B iii. Women with a positive diagnosis can be referred to the WOMEN'S WELLNESS CONNECTION Treatment Navigator with the approval of the woman. b. Documents used in the process of enrolling women into Medicaid for treatment may be updated during the period this scope of work is in effect. When new documents are adopted for implementation by WOMEN'S WELLNESS CONNECTION, the contractor shall be notified and responsible for implementing necessary changes by a date determined by the Department. To be attached to CDPHE Page 8 of 8 Revised:4/1/04 Version 1.0(4/04)contract template ATTACHMENT B-1 WOMEN'S WELLNESS CONNECTION Contractor Contact Lists ..y,R. WOMEN'S WELLNESS Comm.:.Lot td:rtr.4 cr.'''. Agency/Administrative Level Contact Information Instructions,VeAy}road -essesandphcneandfaxirtormaton. f any ifomnedonisnaconect pease oarrea.donthis street MadfngAddass Physical Addres Agency Phone Number Agency Fax Numbs• irstnrcirarat Abase wits lathe name and carract Hcvrnetion for the contact types besbw.Some staff members may RI more than one contact type.Reese note the'regaled costa ct Noes. 'WWC Cofxdinator 13 Include on WWC email Est 0 eCaST user Thus the primary contact for sate WWC staff.Mowiedgeabla in all program areas. Last Name First Name Phone Number Title Email Extension Matting address City_ State Zip code IFdifferent than agency ma g adcfess 'Contract Administrator 0 Include on MK emai Est 0 eC ST user Person responsible for administration of WWC contract. Last Name Fist Name_ Phone Number _ Title Email Extension Mailing address City_ State Tip code l affront than agency mating addess 'Fiscal Payment Coord. R Include on WWCemat Est 0ecaSTuser Person responsible for processing WWC payments. Last Name Fist Name_ Phone Number Title Email Extension Marling address City State Zip code f dlreent than agency mailing adctess *Agency Diector tai trsdude on YAW eawi Est ©eCa3T user Last Name Fist Name Phone Number _ Title Email _Extension _ Mailing address City_ State Zip code I dritfe'ent than agency ma hij adctess Return by fax to Kris McCracken at 3O3-891-7900 Add more Agency I Administrative Level Contacts on separate sheet Page 1 of 3 WOMEN'S WELLNESS :, .jA-L.Crt t?sikr.Se e.:L Agency /Administrative Level Contact Information 'Fiscal Manager a Include on WWC erne lest Cl eCaST user Fiscal payment coordinator's supervisor. Last Name Fist Name Phone Number Title Email Extension Mailing address City State_ Zip code (different than agency makng address `eCaST Coordinator a Include on WWC canal list d eCeSF user Required i€your agency d using eCaST. Last Name Fist Name Phone Number Title Email Extension Mailing address City State Zip code different than agency maine address Case Manager Supervisor o Include on WWC email list Cl eCaST user Last Name Fist Name Phone Number Title Email _Extension Mailing address City State Zip code f different than agency marring address Signature Authority o Include on WWC emai Est o eCaST user Last Name Fist Name Phone Number Ttt4e Email Extension Mailing address City State Zip code (different than agency nob-rig address Other Contact a Include on WWC envoi 6st t]eCaST user Last Name Fist Name Phone Number Title Email Extension Mailing address City State Zip code Idoweart thav averrcymarling address Other Contact Cl Include an WWC meal 6st Cl eCaST user Last Name Fist Name_ Phone Number _ Title Email Extension _ Mailing address City State Zip code (different than agencymaling address Return by fox to Kris McCracken at 3O3-€e1-79Q0 Add more Agency/Adminiarative Level Contacts an separate sheet Page 2 of 3 -yam. WOMEN'S WELLNESS C o n n C Corntst Get ckecEra. Z?c Vii. Site / Clinical Level Contact Information rnsaucdom Verifyy itr adrireses and phone end fax incormatbn.If any iriormadon isex:cvrect.please ocaw:titon this sheet. MaATitgA&toss Physical Address Site Phone Number Site Fax Member hb ane Phone lumber /brine Fax Member bssauctimr Phase write inthe name and contact intrr aatoon far the contact types below.Abase note the'recall-ad crmtact types. 'Clinical Contact a Include on WWC env:sI Est 0 eCeST user Last Name Fist Name^._ Phone Number — Title Email Extension — Mailing address City_ State Zip code f d to ent than site many!address Lead Case Manager o inClUde on wwc ernaf Fist O eCeST user Last Name Fist Name_ Phone Number — Title Email __Extension — Malting address City State— Zip code Fcttl`evenr than site maim artiness Other Contact a Include on wwc emai Est O eCeST user Last Name Fits Name Phone Number — Title Email _Extension Mailing address City, State Zip code lfdirretent that site maing address Other Contact t]Include on WWC en aff Est a eCeST user Last Name Fist Name, Phone Number Title Email _Extension_ — Mailing address _City__. State_ Zip code if(Invent than site maiTng address Please feel free to add more Site/Clinical Level contacts on another sheet Return by fax to Kris tvlcCracicen at 303-691-7900. Page 3 of 3 ATTACHMENT B-2 WOMEN'S WELLNESS CONNECTION Subcontractor Contact List WO,1+,Ch.S WELLNESS r n n n c r r l o 1 Subcontractor Verification - Fiscal Year 2007-2008 Yes this is One of our Sie Subcontractor Subcontractors instructions:Put an X in the boxes to verify that the fisted agencies aro your current subcontractors. Please also verifythe contact information for these subcontractors. List any missing subcontractors on the back of this page.Include name of subcontractor,address and city. Page 1 of 1 ATTACHEMENT B-3 WOMEN'S WELLNESS CONNECTION Program Eligibility Requirements In order to qualify for free breast and cervical cancer exams under the WOMEN'S WELLNESS CONNECTION program, women will meet the following criteria: 1. Age 40 to 64 for Pap test, pelvic exam and clinical breast exam OR Age 40 to 49 for Pap test, pelvic exam, clinical breast exam and mammogram** **A mammogram in this age group is not considered to be a routine covered service. Exceptions to this policy can only be made by the examining provider and if it is determined to be medically necessary, the provider must clearly document the reason for the mammogram in the patient's medical record and on the WWC clinical record. OR Age 50 to 64 for a Pap test,pelvic exam, clinical breast exam, and mammogram. AND 2. Meet the Department of Health and Human Services (DHHS) income requirements of up to 250% of the DHHS Federal Poverty Guideline*: Persons in family (Household**) Monthly Annually 1 $2,167 $26,000 2 $2,917 $35,000 3 $3,667 $44,000 4 $4,417 $53,000 5 $5,167 $62,000 6 $5,917 $71,000 7 $6,667 $80,000 8 $7,417 $89,000 Source: Federal Register: January 23,2008 (Volume 73,Number 15): http://aspe.hhs.gov/povcrtv/07fedreg.htm * DHHS Federal Poverty Guidelines change every March. ** As defined by the Bureau of the Census for statistical purposes, a household consists of all the persons who occupy a housing unit(house or apartment), whether they are related to each other or not. If a family and an unrelated individual, or two unrelated individuals, are living in the same housing unit, they would constitute two family units,but only one household. Page 1 of 1 ATTACHMENT B-4 WOMEN'S WELLNESS CONNECTION Legal Presence Affidavit- English (Copy of agency letterhead) Verification of Lawful Presence AFFIDAVIT h , swear or affirm under penalty of perjury under the laws of the State of Colorado that(check one): I am a United States citizen, or I am a Permanent Resident of the United States,or I am lawfully present in the United States pursuant to Federal law. I understand that this sworn statement is required by law because I have applied for a public benefit. I understand that state law requires me to provide proof that I am lawfully present in the United States prior to receipt of this public benefit. I further acknowledge that making a false, fictitious, or fraudulent statement or representation in this sworn affidavit is punishable under the criminal laws of Colorado as perjury in the second degree under Colorado Revised Statute 18-8-503 and it shall constitute a separate criminal offense each time a public benefit is fraudulently received. Signature Date Page 1 of 1 ATTACHMENT B-5 WOMEN'S WELLNESS CONNECTION Legal Presence Affidavit- Spanish (Copy of agency letterhead) Verificacion de presencia legal DECLARACION Yo, , afirmo bajo juramento y pena de perjurio que de conformidad con las leyes del estado de Colorado (marque una de las opciones siguientes): Soy ciudadano(a)de los Estados Unidos,o Soy residente permanente en los Estados Unidos,o Mi presencia en los Estados Unidos es legal de conformidad con las leyes federales. Entiendo que para dar cumplimiento a la ley, esta declaracion bajo juramento es necesaria para solicitar la prestacion de un servicio publico. Entiendo que las leyes estatales exigen que compruebe que mi presencia en los Estados Unidos es legal con el fin de obtener la prestacion de un servicio publico. Asimismo,reconozco que hacer declaraciones falsas, ficticias o fraudulentas en esta declaracion bajo juramento es un delito de perjurio de segundo grado de conformidad con el codigo penal de Colorado y el Estatuto revisado 18-8-503 del estado y que habra de constituir un delito penal por separado cada vez que se obtenga la prestacion de un servicio publico de manera fraudulenta. Firma Fecha Page 1 of 1 ATTACHMENT B-6 WOMEN'S WELLNESS CONNECTION Core Performance Indicator Report r Y a >l. -1. - 2 I I ! s fA (1 N r M 0 M 1 N m 46 i6 N ce it CSt St 13 G co 14 a rs Cn u> r +- C Qir, q cpa� N A. CD yr V") V ILI •Iw s me- d Ix - x Z z - x 53 Cu fa bn el ...t a ba 4a Z N N W A N v - = C § ro .s a '' 474 is 0 ' ... _ HS ... 0 N S E c)t ' e 0 O. a ; . R a i g r. g4 A Cu13 1 • ; 1 C - c 0 $ . E 0 . E i ` I i6. •••- g 12 'a 3i a 1 tia g Wu of w°a u a 2 at 1 iy I it!�. EP i u r� Ei► as �, ai IOaLTJc -,:i t cs ._ A . 8 s a i 8 4 ua 312 : igo 41 ii 1 Page 1 of 1 • ATTACHMENT B-7 WOMEN'S WELLNESS CONNECTION STEP List WOMEN'S WELLNESS CONNECTION (WWC) Medicaid Breast & Cervical Cancer Program(BCCP) Enrollment - "STEP" List STEP 1—Confirm Eligibility in BCCP •The provider site must confirm that the client: ❑ Meets age and income requirements AND ❑ Does not have any health insurance that would cover cancer treatment AND ❑ The diagnosis is eligible for BCCP. The eligible diagnoses are attached to this form. If you are unsure of the terminology,have any questions about the diagnosis,or the diagnosis falls under the"Get Prior Approval"column,call WOMEN'S WELLNESS CONNECTION Quality and Compliance Coordinator (303-692-2323)to confirm the diagnosis eligibility. Once eligibility is confirmed,then proceed to Step 2. ❑ Meets identity and citizenship verification criteria . 'wwal .y W I MEN'S WELLNESS C O NNECTION Fax the following to WOMEN'S WELLNESS CONNECTION,ATTENTION: the WOMEN'S WELLNESS CONNECTION Quality and Compliance Coordinator(303-691-7900): ❑ Personal History Form ❑ Clinical Services Report ❑ Use of WOMEN'S WELLNESS CONNECTION Information ❑ Pathology report(s) ❑ Breast and/or Cervical Diagnostic Follow-up Report(s) ❑ Other relevant clinical or administrative documents you feel support eligibility. Reminder r Eligibility must be confirmed by WOMEN'S WELLNESS CONNECTION staff before you call the PE Hotline STEP 3 —Presumptive Eligibility(PE) m BCCP A WOMEN'S WELLNESS CONNECTION staff person will notify you within 3 business days of receipt to confirm eligibility of the woman into PE. Once we confirm eligibility: ❑ Call the PE Hotline(303-866-5204)to enroll the client in Presumptive Eligibility(PE). Please note that the date of eligibility will be the date the biopsy was obtained, not the date the lab issued the written report. ❑ The PE Hotline operator will give you a PE number over the phone. Please note that the PE cards that are currently in circulation are being replaced with approval letters issued by Medicaid. The letters will be generated automatically when the Hotline attendant enters the Page 1 of 2 a PE information. A letter will be mailed to the client the following day and a copy will be faxed to the referring agency. Reminder cr Do not schedule the patient for surgery, radiological testing or treatment before WOMEN'S WELLNESS CONNECTION staff has approved eligibility into BCCP. STE ' •YmalEnr•llm nti• Me•icai• The client must now complete a full Medicaid application (the "blue" booklet) in order to get treatment benefits under BCCP. The BCCP Medicaid applications (blue booklets) are available at your agency or from your local County Human/Social Services agency. Remind the client to bring proof of income and other supporting documents to process the application. After you help the client complete this application in your office: ❑ Please fax the last page of the full application, along with the PE application from Step 3, to WOMEN'S WELLNESS CONNECTION, ATTENTION: the WOMEN'S WELLNESS CONNECTION Quality and Compliance Coordinator(303-691-7900)and ❑ Submit the completed, full application and copies of identity/citizenship documents to your County Human/Social Services office. Our goal is to assure that women eligible for treatment under the BCCP Treatment Act are successfully enrolled in Medicaid and receive timely entry into care. Failure to follow the steps above may result in loss of eligibility. Medicaid applications cannot be backdated once treatment has begun! Thank you all- the hard work you do yields incredible benefits to the women in your community. QUESTIONS?? CALL the WOMEN'S WELLNESS CONNECTION Nurse Consultant/Quality and Compliance Coordinator (303-692-2323) Page 2 of 2 I': • ATTACHMENT B-8 WOMEN'S WELLNESS CONNECTION STEP Eligible Diagnosis List h GW 4 z Cry:" cWzp mr L C a F y .` SC x k .Op. .4 •, U w U I. a za ,. s ° N oW ', ..g W H a X X X X X •3°o Z U O CA c 4:1 ClW Co) � c Z g% U v' 0 04 U AI " U;a4 pp O O\ 01 • R'. 37c 6 *rd 4 '" 'J: I I U —° ^ Z o o .-1 m o o o N W "- M N en en N en O U Pia C '¢ N 'O N N 'O N C 3 zi � o Up N N h-1 H F,-,€ O ro m p E m b Z = � b VI . r ° -o. _ .° a10 It O O ij ...Q v) .u; Q , E o b ce H 44�..i 'CC" N s. w p .o 0. 13 ° a, 'a o I 4 4 � O ye b T O U O 'y5.' U W ' E'. O x ,-o O U tC N a O R r CP. y CC N U v, .>i :i ' . F. U E U b 7 to czt N N O J 7:3' 8. cQ U A U U - v) ° V] Q Q Z ^E ' U ° �. ° . A J y L a A ar < O a OO a'" PEI C) Pagel of 1 EXHIBIT C DEPARTMENT OR AGENCY NAME COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT (ADD PROGRAM NAME HERE) DEPARTMENT OR AGENCY NUMBER *** CONTRACT ROUTING NUMBER **_***** LIMITED AMENDMENT#* This Limited Amendment is made this**** day of*********,200*,by and between the State of Colorado,acting by and through the DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT, whose address or principal place of business is 4300 Cherry Creek Drive South,Denver,Colorado 80246, hereinafter referred to as the "State";and, LEGAL NAME OF ENTITY,(legal type of entity),whose address or principal place of business is Street Address,City,State& Zip Code, hereinafter referred to as the"Contractor". FACTUAL RECITALS The parties entered into a contract dated ******** ** ****,with contract encumbrance number PO *** **********, and contract routing number ** *** *****, whereby the Contractor was to provide to the State the following: [briefly describe what the Contractor was to do under the original contract—indent this paragraph[ 'Please choose one of the following four options and then delete this heading and the other three options not selected: The State promises to 'choose one and delete the other[increase/decrease the amount of funds to be paid to the Contractor by ********** Dollars, ($*.**)during the current term of the Original Contract in exchange for the promise of the Contractor to perform the [choose one and delete the other[increased/decreased work under the Original Contract. The State promises to pay the Contractor the sum of********** Dollars, ($*.**) in exchange for the promise of the Contractor to continue to perform the work identified in the Original Contract for the renewal term of**** years/months,ending on ******** ** ****. The State promises to [choose one and delete the other[increase/decrease the amount of funds to be paid to the Contractor by********** Dollars,($*.**)for the renewal term of**** [choose one and delete the other[years/months,ending on ******** ** ****, in exchange for the promise of the Contractor to perform the [choose one and delete the otherlincreased/decreased specifications to the Scope of Work described herein. The State hereby exercises a"no cost"change to the[insert those that apply and delete those that don't[budget, specifications within the Scope of Work, project management/manager identification, notice address or notification personnel,or performance period within the [choose one and delete the other[current term of the Original Contract or renewal term of the Original Contract. NOW THEREFORE, in consideration of their mutual promises to each other, stated below,the parties hereto agree as follows: 1. Consideration for this Limited Amendment to the Original Contract consists of the payments and services that shall be made pursuant to this Limited Amendment, and promises and agreements herein set forth. 2. It is expressly agreed to by the parties that this Limited Amendment is supplemental to the original Page 1 of 4 contract,contract routing number** *** *****, 'insert the following language here if previous amendment(s),change order(s),renewal(s)have been processed las amended by 'include all previous amendment(s),change order(s),renewal(s)and their routing numbers', 'insert the following word here if previous amendment(s),change order(s),renewal(s)have been processed]collectively referred to herein as the Original Contract,which is by this reference incorporated herein. All terms,conditions, and provisions thereof,unless specifically modified herein,are to apply to this Limited Amendment as though they were expressly rewritten,incorporated,and included herein. 3. It is expressly agreed to by the parties that the Original Contract is and shall be modified,altered,and changed in the following respects only: A. 'Use this paragraph when changes to the funding level of the Original Contract occur during the current term of the Original ContractlThis Limited Amendment is issued pursuant to paragraph_**.of the Original Contract identified by contract routing number** *** *****. This Limited Amendment is for the current term of********* **,****,through and including ********* ** ****. The maximum amount payable by the State for the work to be performed by the Contractor during this current term is 'choose one and delete the otherlincreased/decreased by ********** Dollars,f$*.**)for an amended total financial obligation of the State of********** DOLLARS,($*.**). [delete any portion of this sentence that is not applicablelThe revised specifications to the original Scope of Work and the revised Budget, if any,are incorporated herein by this reference and identified as"Attachment*"and "Attachment*". The first sentence in paragraph *_**.of the Original Contract is modified accordingly. All other terms and conditions of the Original Contract are reaffirmed. A. 'Use this paragraph when the Original Contract will be renewed for another termiThis Limited Amendment is issued pursuant to paragraph *_**.of the Original Contract identified by contract routing number** *** *****. This Limited Amendment is for the renewal term of ********* **,****,through and including********* **,****. The maximum amount payable by the State for the work to be performed by the Contractor during this renewal term is ********** Dollars,($*.**)for an amended total financial obligation of the State of********** DOLLARS,($*.**). This is an 'choose one and delete the otherjincrease/decrease of ********** Dollars,($*.**)of the amount payable from the previous term. ]delete any portion of this sentence that is not applicable'The revised specifications to the original Scope of Work and revised Budget, if any, for this renewal term are incorporated herein by this reference and identified as"Attachment *"and"Attachment*". The first sentence in paragraph*.**.of the Original Contract is modified accordingly. All other terms and conditions of the Original Contract are reaffirmed. A. ]Use this paragraph when there are"no cost changes" to the Budget,the specifications within the original Scope of Work,allowable contract provisions as noted,or performance period.]This Limited Amendment is issued pursuant to paragraph*_**.of the Original Contract identified by contract routing number** ********. This Limited Amendment[choose those that apply and delete those that don'tjmodifies the Budget in 'identify location in contract], modifies the specifications to the Scope of Work in 'identify location in contract l,modifies the project management/manager identification in 'identify location in contractl,modifies the notice address or notification personnel in 'identify location in contract',modifies the period of performance in 'identify location in contract' of the Original Contract. The revised 'choose those that apply and delete those that don't'Budget,specifications to the original Scope of Work,project management/manager identification,notice address or notification personnel,or period of performance is incorporated herein by this reference and identified as "Attachment*". All other terms and conditions of the Original Contract are reaffirmed. 4. The effective date of this Amendment is date,or upon approval of the State Controller,or an authorized delegate thereof,whichever is later. 5. Except for the General Provisions and Special Provisions of the Original Contract, in the event of any Page 2 of 4 EXHIBIT C conflict, inconsistency, variance, or contradiction between the terms and provisions of this Amendment and any of the terms and provisions of the Original Contract, the terms and provisions of this Amendment shall in all respects supersede, govern, and control. The Special Provisions shall always control over other provisions of the Original Contract or any subsequent amendments thereto. The representations in the Special Provisions to the Original Contract concerning the absence of personal interest of state of Colorado employees is presently reaffirmed. 6. 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. Page 3 of 4 IN WITNESS WHEREOF,the parties hereto have executed this Form Amendment on the day first above written. *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 and accept personal responsibility for any and all damages the State may incur for any errors in such representation. CONTRACTOR: STATE: [LEGAL NAME OF CONTRACTOR] STATE OF COLORADO (legal type of entity) Bill Ritter,Jr. Governor By: By: Name: For the Executive Director Title: DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT PROGRAM APPROVAL: By: ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This limited amendment is not valid until the State Controller,or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below,the State of Colorado may not be obligated to pay for goods and/or services provided. STATE CONTROLLER David J. McDermott,CPA By: Date: Page 4 of 4 Exhibit D SAMPLE OPTION LETTER Date: State Fiscal Year: Option Letter No. 1) OPTIONS: Choose only one of the options listed below in section 2 and delete the rest. a. Option to renew only(for an additional term) b. Change in the amount of goods within current term c. Change in amount of goods in conjunction with renewal for additional term d. Level of service change within current term e. Level of service change in conjunction with renewal for additional term f. Option to initiate next phase in 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, Insert Name of Department or Higher Ed Institution , 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, Insert Name of Department or Higher Ed Institution , 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 satisfy 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. The effective date of this Option Letter is upon approval of the State Controller or ,whichever is later. APPROVALS: State of Colorado: Bill Ritter,Jr. Governor By: Date: Executive Director/College President] Colorado Department of Insert Dept Name or Higher Ed Institution Insert Institution Name ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS §24-30-202 requires that the State Controller approve all State contracts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below,the State of Colorado may not be obligated to pay for goods and/or services provided. STATE CONTROLLER David J. McDermott, CPA By: Date: Hello