HomeMy WebLinkAbout20073619 RESOLUTION
RE: APPROVE CONTRACT FOR AT-RISK TEENAGER PREGNANCY PREVENTION
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 At-risk Teenager
Pregnancy Prevention 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 Health Care Policy and
Financing, commencing December 1, 2007, and ending June 30, 2008, 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 At-risk Teenager Pregnancy Prevention 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 Health Care Policy and Financing 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 3rd day of December, A.D., 2007, nunc pro tunc December 1, 2007.
''z-, BOARD OF COUNTY COMMISSIONERS
. £I WELD COUNTY, COLORADO
ATTEST: D Gf' 3 XCUSED
t avid E. Long, Chair
Weld County Clerk to the Boar
• William H. Jerke, Pro-Tem
BY:
De ty Cle to the Board EXCUSED
Wi m F. Garcia
P.P AROV£D AS • et \ _
Robert D. Mascfen
ounty ttorney
ougla Rademac r
Date of signature: lab-0/0)
2007-3619
HL0034
L o f--FL ( 37 t /0 7
Memorandum
TO: David E. Long, Chair
Board of County Commissioners
i
FROM: Mark E. Wallace, MD, MPH, Director
Department of Public Health and
O • Environment � 5 �r. ,,, /7j�04
COLORAD
O DATE: November 17, 2007 / ,} ,
SUBJECT: Medicaid At Risk Teenager, pregnancy
prevention program
Enclosed for Board review and approval is the contract between the Weld County Department of
Public Health and Environment and the Department of Health Care Policy and Financing for the
At-Risk Teenager Program. The time period for the contract is December 1, 2007 through June
30, 2008. The total amount of the contract is $17,333.60.
The Abstinence and Relationship Education Program will use existing staff and programming to
provide 3 face to face contacts a week to 50 students from four Greeley middle schools with
known high risk populations. During these sessions, the staff will focus on abstinence from high
risk behaviors including sexual activity, drinking, drugs, and anger issues. Educational classes
for the parents will be provided in partnership with Building Healthy Marriages, Weld County
School District Six, Colorado Prevention Partners, Juvenile Assessment Center, Pregnancy
Resource Center and the TANF Program. The program content is in compliance with the HB
1292 content standards.
I recommend your approval.
Enclosure
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2007-3619
pp DEPggr�
peP m FZ
moo" o COLORADO DEPARTMENT OF HEALTH CARE POLICY & FINANCING
i 1570 Grant Street, Denver, CO 80203-1818 • (303)866-2993 • (303) 866-4411 Fax • (303) 866-3883 TTY
Bill Ritter,Jr.,Governor•Joan Henneberry, Executive Director
C�REpOLIC�&C.
November 19, 2007
Weld County Board of County Commissioners
915 Tenth Street
P.O. Box 758
Greeley, Colorado 80632
Dear Commissioners:
Enclosed please find three (3) copies of Contract 2108-0118 between the Weld County
Department of Public Health and Environment by and through the Weld County Board of
County Commissioners and the Department of Health Care Policy and Financing.
Please sign all three copies of the contract/amendment as indicated. Include the full legal name
of your corporation, FEIN, and attestation by your corporate secretary. Return all three signed
copies of the contract/amendment to my attention at the Department of Health Care Policy and
Financing, 1570 Grant Street, Denver, CO 80203 by November 28, 2007.
Please do not make any changes to the documents as that will delay the contract/amendment
approval process. When the contract/amendment has been fully executed by the State, I will
return an original executed copy to you.
Should you have any questions or concerns, please contact me at (303) 866-2693.
Sincerely,
6/F-Ykir
Ginger Burton
Women's Programs Coordinator
Acute Care Benefits Section
GB:ch
Enclosure(s)
"The mission of the Department of Health Care Policy&Financing is to improve access to cost-effective,quality health care services for Coloradans"
httpi/www.chcpf.state.co.0 s
Health Care Policy and Financing
Agency Number: UHA
Contract Routing # 2108-0118
OLIN_ _UHA ls -
CONTRACT
THIS CONTRACT, made this fifteenth day of November, 2007, by and between the State of
Colorado, for the use and benefit of the Department of Health Care Policy and Financing, 1570
Grant St., Denver, Colorado 80203, hereinafter referred to as the Department, and the Weld
County Department of Public Health and Environment by and through the Weld County Board
of County Commissioners, 915 Tenth Street, P.O. Box 758, Greeley, Colorado 80632,
hereinafter referred to as the Contractor.
WHEREAS, authority exists in the law and funds have been budgeted, appropriated and
otherwise made available and a sufficient unencumbered balance thereof remains available for
payment in the Colorado Financial Reporting System (COFRS), Fund Number 100,
Appropriation Number 275, and Encumbrance Number N/A.
WHEREAS, required approval, clearance and coordination has been accomplished from and
with appropriate agencies;
WHEREAS, the Contractor's offer was selected in accordance with State law;
WHEREAS, statutory authority for implementation exists at C.R.S. Title 25.5-5-603; and
NOW THEREFORE, subject to the terms, conditions, provisions and limitations contained in
this contract, the Department and the Contractor agree as follows:
I. DEFINITIONS
The following terms as used in this contract shall be construed and interpreted as follows
unless the context otherwise expressly requires a different construction and interpretation:
"At-risk Teenager" means a Medicaid-eligible person under nineteen years of age who
resides in a neighborhood in which there is a preponderance of poverty, unemployment
and underemployment, substance abuse, crime, school dropouts, a significant public
assistance population, teen pregnancies and teen parents, or other conditions that put
families at risk.
"Support Services" means individual or group counseling which includes a component on
delayed parenting, health guidance, and health services for the purpose of pregnancy
prevention.
II. SCOPE OF WORK
Page 1 of 20
The Contractor shall:
1. Identify and enroll At-risk Teenagers;
2. Assure that local health care providers, school counselors, youth correction
workers, probation and diversion officers and parents are aware of the Weld
County Medicaid Teen Pregnancy Prevention Program by maintaining records of
outreach efforts. The referral source for new clients shall be recorded and
reported to the Department in the Annual Comprehensive Report.
3. Assure that all clients are evaluated for Medicaid eligibility as part of initial client
assessment. Client records shall contain proof of Medicaid enrollment and on-
going verification of Medicaid eligibility.
4. Assure that client participation is voluntary and document in the case file the
client's agreement to participate.
5. Provide local At-risk Teenagers with Support Services that offer the skills,
support, and education to make responsible, healthy, and informed decisions
regarding family planning and human sexuality. Support Services shall be
provided through and include:
•
a. Individual counseling and care coordination with each At-risk Teenager
no less than once per month. Individual counseling shall include an initial
risk assessment and development of a client-specific care plan.
b. Group health guidance class/counseling no less than twice per month.
c. Instruction regarding human sexuality and pregnancy prevention in
individual or group counseling that specifically satisfies the requirements
of C.R.S. Title 25.5-5-603(2)(b)(IV). This instruction shall:
1) Encourage parental involvement and family communication.
2) Emphasize abstinence and teach that sexual abstinence is the only
certain way and the most effective way to avoid pregnancy and
sexually transmitted diseases and infections, including but not
limited to instruction regarding HIV/AIDS, Hepatitis C, the link
between human papillomavirus and cancer, and the availability of
the human papillomavirus vaccine.
3) Include information to help students develop skills for making
responsible and healthy decisions about human sexuality, personal
power, boundary setting, and resisting peer pressure, including
how to avoid:
Page 2 of 20
a) Unwanted verbal, physical, and sexual advances.
b) Making unwanted verbal, physical, and sexual advances.
c) Making assumptions about a person's supposed sexual
intentions based on that person's appearance.
4) Include discussion of how alcohol and drug use impairs
responsible and healthy decision-making.
5) Be age-appropriate, culturally sensitive, and medically accurate
according to published authorities upon which medical
professionals generally rely.
6) Provide information about the health benefits and potential side
effects of using contraceptives and bather methods to prevent
pregnancy, including instruction regarding emergency
contraception and the availability of contraceptive methods.
6. Submit program reports to the Department as follows:
a. Quarterly Utilization Report. Quarterly report of services rendered to
clients including but not limited to Medicaid ID, type of service (group or
individual counseling), date of service, and rendering provider name.
b. Annual Comprehensive Report. The report shall be submitted to the
Department no more than 60 days after the end of the fiscal year. The
report shall include but is not limited to the following information:
1) Total number of At-risk Teenagers served, Medicaid ID, age,
gender, initial referral source, sibling order, age of
parent(s)/guardian(s), number of At-risk Teenagers served each
month, number of participating At-risk Teenagers who became
pregnant or impregnated another, and pregnancy outcome if
known.
2) Quarterly Utilization Reports of services rendered to clients
including but not limited to Medicaid ID, type of service, date of
service, and rendering provider name.
3) Analysis of the use and outcomes of client referrals to
collaborating community resources.
4) Evaluation of program effectiveness. Include program attrition rate
and reasons for attrition, as well as program effectiveness related
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to local and national data on teen pregnancy and anticipated
pregnancy rate reduction.
III. GENERAL PROVISIONS
1. Order of Precedence
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 document in the following order of priority:
1. Colorado Special Provisions, pages 18 to 20.
2. HIPAA Business Associate Addendum.
3. Contract, pages 1 to 17.
2. Performance Period
The contract shall be effective upon approval by the State Controller, or designee,
or on December 1, 2007, whichever is later. The contract performance
contemplated herein shall commence as soon as practicable after the effective
date of this contract and shall be undertaken and performed in the sequence and
manner set forth in the scope of work and extend through June 30, 2008.
3. Holdover Provision
In the event the Department desires to continue the services and a replacement
contract has not been fully executed by the end date of this contract, the
Department, upon written notice to the Contractor, may unilaterally extend this
contract for a period of up to two (2) months. The contract shall be extended
under the same terms and conditions as the original contract, including, but not
limited to prices, rates and service delivery requirements. However, this
extension shall terminate at the end of the two-month period or when the
replacement contract is signed by the State Controller or an authorized delegate.
4. Compensation/Maximum Payable
a. Payment pursuant to this contract will be made as earned, in whole or in part,
from available Department funds encumbered in an amount not to exceed
$17,333.60 for the purchase of the within-described services.
b. 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.
Page 4 of 20
c. The total program cost of $17,333.60 includes $15,600.24 Federal funds
(90%) and $1,733.36 local funds (10%).
d. Contractor shall provide a 10% match of the total program costs prior to the
beginning of each contract year after contract approval and before services are
rendered. All unexpended local funds shall either be returned to the
Contractor or applied to the following year, at the option of the Contractor.
e. Contractor shall receive a monthly reimbursement of $43.34 per At-risk
Teenager to whom Support Services are rendered during that month.
5. Federal Funding
This contract is subject to and contingent upon the continuing availability of
Federal funds for the purposes hereof.
6. Billing/Payment Procedure
Unless otherwise provided, and where appropriate, the Department shall establish
billing procedures and pay the Contractor the contract price or rate for services
performed and accepted pursuant to the terms of this contract, based on the
submission of statements on forms and in a manner prescribed by the Department.
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. The
liability of the Department, at any time, for such payments shall be limited to the
amount remaining of such encumbered funds. Incorrect payments to the
Contractor due to omission, error, fraud, or defalcation shall be recovered from
the Contractor by deduction from subsequent payment under this contract or other
contracts between the Department and the Contractor, or by the Department as a
debt due to the Department.
7. Health Insurance Portability& Accountability Act of 1996 ("HIPAA").
Federal law and regulations governing the privacy of certain health information
requires a "Business Associate Contract" between the Department and the
Contractor. 45 C.F.R. Section 164.504(e). Attached and incorporated herein by
reference and agreed to by the parties is a HIPAA Business Associate Addendum
for HIPAA compliance. Terms of the Addendum shall be considered binding
upon execution of this contract and shall remain in effect during the term of the
contract including any extensions.
8. 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 laws to exercise that authority, and to lawfully authorize its
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undersigned signatory to execute this contract and to 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.
9. Inspection and Acceptance
The Department 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 include 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 Department 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 reperformance, the Department 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 Department in the termination provisions of this
contract, or remedies otherwise available at law.
10. Remedies
In addition to any other remedies provided for in this contract, and without
. limiting its remedies otherwise available at law, the Department 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.
These remedial actions are as follows:
a. Suspend Contractor's performance pending necessary corrective action as
specified by the Department without Contractor's entitlement to
adjustment in price/cost or schedule; and/or
b. Withhold payment to Contractor until the necessary services or corrections
in performance are satisfactorily completed; and/or
c. Request the removal from work on the contract of employees or agents of
the Contractor whom the Department justifies as being incompetent,
careless, insubordinate, unsuitable, or otherwise unacceptable, or whose
continued employment on the contract the Department deems to be
contrary to the public interest or not in the best interest of the Department;
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 Department.
Page 6 of 20
Denial of the amount of payment must be reasonably related to the value
of work or performance lost to the Department.
e. Terminate the contract for default.
The above remedies are cumulative and the Department, in its sole discretion,
may exercise any or all of them individually or simultaneously.
11. Termination for Convenience
The Department may terminate this contract at any time the Department
determines that the purposes of the distribution of Department moneys under the
contract would no longer be served by completion of the project. The Department
shall effect such termination by giving written notice of termination to the
Contractor and specifying the effective date thereof, at least twenty (20) days
before the effective date of such termination. In that event, 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 Department, become its property, and the
Contractor shall be entitled to receive just and equitable compensation for any
satisfactory services and supplies delivered.
If the contract is terminated by the Department as provided herein, the Contractor
will be paid an amount which bears the same ratio to the total compensation as the
services satisfactorily performed bear to the total services of the Contractor
covered by this contract, less payments of compensation previously made,
provided, however, that if less than sixty percent (60%) of the services covered by
this contract have been performed upon the effective date of such termination, the
Contractor shall be reimbursed (in addition to the above payment) for that portion
of the actual out-of-pocket expenses (not otherwise reimbursed under this
contract) incurred by the Contractor during the contract period which are directly
attributable to the uncompleted portion of the services covered by this contract.
In no event shall reimbursement under this clause exceed the contract amount. If
this contract is terminated for cause, or due to the fault of the Contractor, the
Termination for Default/Cause provision shall apply.
12. Termination for Default/Cause
If, through any cause, the Contractor shall fail to fulfill, in a timely and proper
manner, its obligations under this contract, or if the Contractor shall violate any of
the covenants, agreements, or stipulations of this contract, the Department shall
thereupon have the right to terminate this contract for cause by giving written
notice to the Contractor of its intent to terminate and at least ten (10) days
opportunity to cure the default or show cause why termination is otherwise not
appropriate. 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
Department, become its property, and the Contractor shall be entitled to receive
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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.
Notwithstanding the above, the Contractor shall not be relieved of liability to the
Department for any damages sustained by the Department by virtue of any breach
of the contract by the Contractor, and the Department 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 Department from the Contractor is
determined.
If after such termination it is determined, for any reason, that the Contractor was
not in default, or that the Contractor's action/inaction was excusable, such
termination shall be treated as a termination for convenience, and the rights and
obligations of the parties shall be the same as if the contract had been terminated
for convenience, as described herein.
13. Insurance
a. The Contractor shall obtain, and maintain at all times during the term of
this agreement, insurance in the following kinds and amounts:
1) Worker's Compensation Insurance as required by state statute, and
Employer's Liability Insurance covering all of the contractor's .
employees acting within the course and scope of their employment.
2) Commercial General Liability Insurance written on ISO occurrence
form CG 00 01 10/93 or equivalent, covering premises operations, fire
damage, independent contractors, products and completed operations,
blanket contractual liability, personal injury, and advertising liability
with minimum limits as follows:
a) $1,000,000 each occurrence;
b) $1,000,000 general aggregate;
c) $1,000,000 products and completed operations aggregate; and
d) $50,000 any one fire.
If any aggregate limit is reduced below $1,000,000 because of claims
made or paid, the contractor shall immediately obtain additional
insurance to restore the full aggregate limit and furnish to the State a
certificate or other document satisfactory to the Department showing
compliance with this provision.
Page 8 of 20
3) Automobile Liability Insurance covering any auto (including owned,
hired and non-owned autos) with a minimum limit as follows:
$1,000,000 each accident combined single limit.
b. The State of Colorado shall be named as additional insured on the
Commercial General Liability and Automobile Liability Insurance policies
(leases and construction contracts will require the additional insured
coverage for completed operations on endorsements CG 2010 11/85, CG
2037, or equivalent). Coverage required of the contract will be primary
over any insurance or self-insurance program carried by the State of
Colorado.
c. The Insurance shall include provisions preventing cancellation or non-
renewal without at least 45 days prior notice to the Department by
certified mail.
d. The Contractor will require all insurance policies in any way related to the
contract and secured and maintained by the Contractor to include clauses
stating that each carrier will waive all rights of recovery, under
subrogation or otherwise, against the State of Colorado, its agencies,
institutions, organizations, officers, agents, employees and volunteers.
e. All policies evidencing the insurance coverages required hereunder shall
be issued by insurance companies satisfactory to the Department.
f. The Contractor shall provide certificates showing insurance coverage
required by this contract to the Department within 7 business days of the
effective date of the contract, but in no event later than the commencement
of the services or delivery of the goods under the contract. No later than
15 days prior to the expiration date of any such coverage, the Contractor
shall deliver the Department certificates of insurance evidencing renewals
thereof. At any time during the term of this contract, the Department may
request in writing, and the Contractor shall thereupon within 10 days
supply to the Department, evidence satisfactory to the Department of
compliance with the provisions of this section.
g. Notwithstanding subsection a of this section, if the Contractor is a "public
entity" within the meaning of the Colorado Governmental Immunity Act,
CRS 24-10-101, et seq., as amended ("Act"), the Contractor shall at all
times during the term of this contract maintain only such liability
insurance, by commercial policy or self-insurance, as is necessary to meet
its liabilities under the Act. Upon request by the Department, the
Contractor shall show proof of such insurance satisfactory to the
Department.
14. Representatives and Notice
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a. Representatives. For the purpose of this contract, the individuals
identified below are hereby designated representatives of the respective
parties. Either party may from time to time designate in writing new or
substitute representatives:
For the Department:
Manager,
Margaret Mohan Acute Care Benefits Section
Name Title
For the Contractor:
Director,
Communications, Education, and
Gaye Morrison Planning
Name Title
b. Authority. With respect to the representative of the Department, such
individual shall have the authority to inspect and reject services, approve
invoices for payment, and act otherwise for the Department, except with
respect to the execution of formal amendments to or termination of this
agreement pursuant to Section.III,paragraphs 11 and 12.
c. Notices. All notices required to be given by the parties hereunder shall be
hand delivered or given by certified or registered mail to the individuals at
the addresses set forth below. Either party may from time to time
designate in writing substitute addresses or persons to whom such notices
shall be sent.
For the Department:
Individual's Name: Margaret Mohan
Department and Division: Acute Care Benefits Section
Department of Health Care Policy and Financing
Address: 1570 Grant Street
Denver, Colorado 80203
For the Contractor:
Individual's Name: Gaye Morrison
Department and Division: Communications, Education, and Planning
Weld County Dept. of Public Health and Envmt.
Address: 1555 North 17th Avenue
Greeley, Colorado 80631
Page 10 of 20
15. Assignment and Successors
The Contractor agrees not to assign rights or delegate duties under this contract
[or subcontract any part of the performance required under the contract] without
the express, written consent of the Department [which shall not be unreasonably
withheld]. Except as herein otherwise provided, this agreement shall inure to the
benefit of, and be binding upon, the parties hereto and their respective successors
and assigns. 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
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.
16. Force Majeure
Neither the Contractor nor the Department 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 Department 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.
17. Third Party Beneficiaries
It is expressly understood and agreed that the enforcement of the terms and
conditions of this contract and all rights of action relating to such enforcement,
shall be strictly reserved to the Department 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
Department and the Contractor that any such person or entity, other than the
Department or the Contractor, receiving services or benefits under this agreement
shall be deemed an incidental beneficiary only.
18. Governmental Immunity
Notwithstanding any other provision of this contract 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, et.seq., 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
Page 11 of 20
is controlled and limited by the provisions of Section 24-10-101, et. seq., CRS, as
now or hereafter amended and the risk management statutes, Section 24-30-1501,
et. seq., CRS, as now or hereafter amended.
19. 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.
20. Waiver
The waiver of any breach of a term, provision, or requirement of this contract
shall not be construed or deemed as waiver of any subsequent breach of such
term, provision, or requirement, or of any other term, provision, or requirement.
21. Entire Understanding
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 writing
executed and approved pursuant to the State Fiscal Rules.
22. Survival of Certain Contract Terms
Notwithstanding anything herein to the contrary, the parties understand and agree
that all terms and conditions of this contract and the exhibits and attachments
hereto which may require continued performance, compliance, or effect beyond
the termination date of the contract shall survive such termination date and shall
be enforceable by the Department as provided herein in the event of such failure
to perform or comply by the Contractor.
23. Modification and Amendment
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. Except as
provided above, no modification of this contract shall be effective unless agreed
to in writing by both parties in an amendment to this contract that is properly
executed and approved in accordance with applicable law.
24. Reporting
Unless otherwise provided, in service contracts having a performance term longer
than three (3) months, the Contractor shall submit, on a quarterly basis, a written
program report specifying progress made for each activity identified in the
Contractor's duties and obligations, regarding the performance of the contract.
Page 12 of 20
Such written analysis shall be in accordance with the procedures developed and
prescribed by the Department. The preparation of reports in a timely manner shall
be the responsibility of the Contractor and failure to comply may result in delay of
payment of funds and/or termination of the contract. Required reports shall be
submitted to the Department not later than the end of each calendar quarter, or at
such time as otherwise specified.
25. Confidentiality of Records
The Contractor shall protect the confidentiality of all records and other materials
containing personally identifying information that are maintained in accordance
with the 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, or guardian. The Contractor shall have written policies
governing access to, duplication and dissemination of, all such information. The
Contractor shall advise its employees, agents and subcontractors, if any, that they
are subject to these confidentiality requirements. The Contractor shall provide its
employees, agents and subcontractors, if any, with a copy or written explanation
of these confidentiality requirements before access to confidential data is
permitted. No confidentiality requirements contained in this contract shall negate
or supersede the provisions of the federal Health Insurance Portability and
Accountability Act of 1996 (HIPAA).
26. COMPLIANCE WITH APPLICABLE LAW
The Contractor shall at all times during the execution of this contract strictly
adhere to, and comply with, all applicable Federal and State laws, and their
implementing regulations, as they currently exist and may hereafter be amended,
which are incorporated herein by this reference as terms and conditions of this
contract. The Contractor shall also require compliance with these statutes and
regulations in subcontracts and subgrants permitted under this contract. The
Federal laws and regulations include:
Age Discrimination Act of 1975 42 U.S.C. Sections 6101, et seq.
Age Discrimination in Employment 29 U.S.C. 621-634
Act of 1967
Americans with Disabilities Act 42 U.S.C. 12101, et seq.
of 1990 (ADA)
Equal Pay Act of 1963 29 U.S.C. 206(d)
Immigration Reform and Control 8 U.S.C. 1324b
Act of 1986
Page 13 of 20
Section 504 of the Rehabilitation 29 U.S.C. 794
Act of 1973
Title VI of the Civil Rights Act 42 U.S.C. 2000d
of 1964
Title VII of the Civil Rights Act 42 U.S.C. 2000e
of 1964
Title IX of the Education Amendment 20 U.S.C. 1681, et seq.
of 1972
Section 24-34-302, et seq., Colorado Revised Statutes 1997, as amended
The Contractor also shall comply with any and all laws and regulations
prohibiting discrimination in the specific program(s) which is/are the subject of
this contract. In consideration of and for the purpose of obtaining any and all
Federal and/or State financial assistance, the Contractor makes the following
assurances, upon which the Department relies.
a. The Contractor will not discriminate against any person on the basis of
race, color, national origin, age, sex, religion and handicap, including
Acquired Immune Deficiency Syndrome (AIDS) or AIDS-related
conditions, in performance of work under this contract.
b. At all times during the performance of this contract, no qualified
individual with a disability shall, by reason of such disability, be excluded
from participation in, or denied benefits of the service, programs, or
activities performed by the Contractor, or be subjected to any
discrimination by the Contractor.
The Contractor shall take all necessary affirmative steps, as required by 45 CFR
92.36(e) and (Colorado Executive Order, Procurement Rules), to assure that small
and minority businesses and women's business enterprises are used, when
possible, as sources of supplies, equipment, construction, and services purchased
under this contract.
27. Licenses, Permits, and Responsibilities
Contractor certifies that, at the time of entering into this contract, it has currently
in effect all necessary licenses, certifications, approvals, insurance, permits, etc.
required to properly perform the services and/or deliver the supplies covered by
this contract. The Contractor warrants that it will maintain all necessary licenses,
certifications, approvals, insurance, permits, etc. required to properly perform this
contract, without reimbursement by the Department or other adjustment in
Page 14 of 20
contract price. Additionally, all employees of the Contractor performing services
under this contract shall hold the required licenses or certification, if any, to
perform their responsibilities. The Contractor further certifies that, if it is a
foreign corporation or other entity, it currently has obtained and shall maintain
any applicable certificate of authority to do business in the State of Colorado and
has designated a registered agent in Colorado to accept service of process. Any
revocation, withdrawal or non-renewal of necessary licenses, certifications,
approvals, insurance, permits, etc. required for the Contractor to properly perform
this contract, shall be grounds for termination of this contract by the Department
for default.
28. Litigation Reporting
Unless otherwise provided, the Contractor shall promptly notify the Department
in the event that the Contractor learns of any actual litigation in which it is a party
defendant. The Contractor, within ten (10) days after being served with a
summons, complaint, or other pleading in a case which involves services provided
under this contract and which has been filed in any Federal or State court or
administrative agency, shall deliver copies of such document to the representative
designated in this contract, or in absence of such designation, to the chief
executive officer of the department, agency, or institution executing this contract
on behalf of the State of Colorado.
29. Venue
The parties agree that venue for any action related to performance of this contract
shall be in the City and County of Denver, Colorado.
30. Maintenance of Records
The Contractor shall maintain a complete file of all records, documents,
communications, and other written materials which pertain to the operation of
programs or the delivery of services under this contract, and shall maintain such
records for a period of three (3) years after the date of termination of this contract
or final payment hereunder, whichever is later, or for such further period as may
be necessary to resolve any matters which may be pending, or until an audit has
been completed with the following 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
three (3) year period, or if audit findings have not been resolved after a three (3)
year period, the materials shall be retained until the resolution of the audit
findings. All such records, documents, communications and other materials shall
be the property of the Department, and shall be maintained by the Contractor in a
central location and the Contractor shall be custodian on behalf of the
Department.
31. Audit, Inspection of Records, and Monitoring
The Contractor shall permit the State, Federal Government, or any other duly
authorized agent of a governmental agency to audit, inspect, examine, excerpt,
copy and/or transcribe Contractor's records during the term of this contract and
Page 15 of 20
for a period of three (3) years following termination of this contract or final
payment hereunder, whichever is later, to assure compliance with the terms
hereof, or to evaluate the Contractor's performance hereunder. The Contractor
shall also permit these same described entities to monitor all activities conducted
by the Contractor pursuant to the terms of this contract. As the monitoring
agency may in its sole discretion deem necessary or appropriate, such monitoring
may consist of internal evaluation procedures, examination of program data,
special analyses, on-site checking, formal audit examinations, or any other
reasonable procedure. All such monitoring shall be performed in a manner that
will not unduly interfere with contract work.
32. Federal Audit Provisions
The Office of Management and Budget (OMB) Circular No. A-133 Audits of
States, Local Governments, and Non-Profit Organizations defines audit
requirements under the Single Audit Act of 1996 (Public Law 104-156). All state
and local governments and non-profit organizations expending $500,000 or more
from all sources (direct or from pass-through entities) are required to comply with
the provisions of Circular No. A-133. The Circular also requires pass-through
entities to monitor the activities of subrecipients and ensure that subrecipients
meet the audit requirements. To identify its pass-through responsibilities, the
State of Colorado requires all subrecipients to notify the Department when
expected or actual expenditures of federal assistance from all sources equal or
exceed $500,000.
33. Conflict of Interest
•
a. 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.
b. Additionally, the Contractor acknowledges that, in governmental
contracting, even the appearance of a conflict of interest is harmful to the
interests of the Department. 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 Department under the terms of this contract, without the
prior written approval of the Department.
c. 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
Department a full disclosure statement setting forth the relevant details for
the Department's consideration and direction. Failure to promptly submit
a disclosure statement or to follow the Department's direction in regard to
the apparent conflict shall be grounds for termination of the contract.
Page 16 of 20
d. The Contractor (and subcontractors or subgrantees permitted under the
terms of this contract) shall maintain a written code of standards
governing the performance of its employees engaged in the award and
administration of contracts. No employee, officer or agent of the
Contractor, subcontractor, or subgrantee shall participate in the selection,
or in the award or administration of a contract or subcontract supported by
Federal funds if a conflict of interest, real or apparent, would be involved.
Such a conflict would arise when:
1. The employee, officer or agent;
2. Any member of the employee's immediate family;
3. The employee's partner; or
4. An organization which employs, or is about to employ, any of the
above, has a financial or other interest in the firm selected for
award. The Contractor's, subcontractor's, or subgrantee's officers,
employees, or agents will neither solicit nor accept gratuities,
favors, or anything of monetary value from Contractors, potential
Contractors, or parties to sub-agreements
34. Debarment and Suspension
a. If this is a covered transaction or the contract amount exceeds $100,000.
the Contractor certifies to the best of its knowledge and belief that it and
its principals and subcontractors are not presently debarred, suspended,
proposed for debarment, declared ineligible, or voluntarily excluded by
any Federal department or agency.
b. This certification is a material representation of fact upon which reliance
was placed when the Department determined to enter into this transaction.
If it is later determined that the Contractor knowingly rendered an
erroneous certification, in addition to other remedies available at law or by
contract, the Department may terminate this Contract for default.
c. The Contractor shall provide immediate written notice to the Department
if it has been debarred, suspended, proposed for debarment, declared
ineligible or voluntarily excluded by any Federal department or agency.
d. The terms "covered transaction," "debarment," "suspension," "ineligible,"
"lower tier covered transaction," "covered transaction," "principal," and
"voluntarily excluded," as used in this paragraph have the meanings set
out in 45 CFR Part 76.
e. The Contractor agrees that it will include this certification in all lower tier
covered transactions and subcontracts that exceed $100,000.
Page 17 of 20
SPECIAL PROVISIONS
(The Special Provisions apply to all contracts except where noted in italics.)
I. CONTROLLER'S APPROVAL. CRS 24-30-202(I).
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(5.5).
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being
appropriated,budgeted,and otherwise made available.
3. 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 acknowledges 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(1)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 CRS 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.
Page 18 of 20
SPECIAL PROVISIONS
(The Special Provisions apply to all contracts except where noted in italics.)
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)(6). 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.
•
Page 19 of 20
SPECIAL PROVISIONS
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
CONTRACTOR: STATE OF COLORADO:
BILL RITTER,JR., GOVERNOR
Weld County Board of County Commissioners By
Legal Name of Contracting Entity Joan ITenneberry, Executive Director
Dep4ptment of Health Care Policy and Financing
84-6000-813
Social Security Number or FEIN
7-11-
I /71/5 LEGAL REVIEW:
Signature of Authorized Officer John W. Suthers,Attorney General
By Y l(I
William .H. Jerke, Chair Pro—Tem
Print Name &Title of Authorized Officer
12/03/2007
r� r•
CORPORATIONS: u ' �
(A co orate attestaC n is re fired N
•
Attest(Seal)By �e"' "Imp �1C
(Corp ate Secret r or Equivalent,or wnwn/ ounty Clerk) 4�*r •he Q'availablcl%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:
Leslie M. Shenefelt
By
Date /2 _ 11/_ O7
WELD COUNTY DEPARTMENfi 8E
PUBLIC HEALTH AND E HI
/NVIRON
BY: �/� (LIWC 9
Mark E. Wallace, MC, MPH•Director
Page 20 of 20
a007- 36/9
HIPAA BUSINESS ASSOCIATE ADDENDUM
This Business Associate Addendum ("Addendum") is a part of the Contract dated
November 15, 2007 between the Department of Health Care Policy and Financing and Weld
County Department of Public Health and Environment, contract number 2108-0118. For
purposes of this Addendum, the Department is referred to as "Covered Entity" or "CE" and the
Contractor is referred to as "Associate". Unless the context clearly requires a distinction
between the Contract document and this Addendum, all references herein to "the Contract" or
"this Contract" include this Addendum.
RECITALS
A. CE wishes to disclose certain information to Associate pursuant to the terms of the
Contract, some of which may constitute Protected Health Information ("PHI") (defined
below).
B. CE and Associate intend to protect the privacy and provide for the security of PHI
disclosed to Associate pursuant to this Contract in compliance with the Health Insurance
Portability and Accountability Act of 1996, 42 U.S.C. § 1320d— 1320d-8 ("HIPAA") and
its implementing regulations promulgated by the U.S. Department of Health and Human
Services, 45 C.F.R. Parts 160 and 164 (the "Privacy Rule") and other applicable laws, as
amended.
C. As part of the HIPAA regulations, the Privacy Rule requires CE to enter into a contract
containing specific requirements with Associate prior to the disclosure of PHI, as set
forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the
Code of Federal Regulations ("C.F.R.") and contained in this Addendum.
The parties agree as follows:
1. Definitions.
a. Except as otherwise defined herein, capitalized terms in this Addendum shall have
the definitions set forth in the HIPAA Privacy Rule at 45 C.F.R. Parts 160 and 164, as amended.
In the event of any conflict between the mandatory provisions of the Privacy Rule and the
provisions of this Contract, the Privacy Rule shall control. Where the provisions of this Contract
differ from those mandated by the Privacy Rule, but are nonetheless permitted by the Privacy
Rule, the provisions of this Contract shall control.
b. "Protected Health Information" or "PHI" means any information, whether oral or
recorded in any form or medium: (i) that relates to the past, present or future physical or mental
condition of an individual; the provision of health care to an individual; or the past, present or
future payment for the provision of health care to an individual; and (ii) that identifies the
individual or with respect to which there is a reasonable basis to believe the information can be
used to identify the individual, and shall have the meaning given to such term under the Privacy
Rule, including, but not limited to, 45 C.F.R. Section 164.501.
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c. "Protected Information" shall mean PHI provided by CE to Associate or created
or received by Associate on CE's behalf. To the extent Associate is a covered entity under
HIPAA and creates or obtains its own PHI for treatment, payment and health care operations,
Protected Information under this Contract does not include any PHI created or obtained by
Associate as a covered entity and Associate shall follow its own policies and procedures for
accounting, access and amendment of Associate's PHI.
2. Obligations of Associate.
a. Permitted Uses. Associate shall not use Protected Information except for the
purpose of performing Associate's obligations under this Contract and as permitted under this
Addendum. Further, Associate shall not use Protected Information in any manner that would
constitute a violation of the Privacy Rule if so used by CE, except that Associate may use
Protected Information: (i) for the proper management and administration of Associate; (ii) to
carry out the legal responsibilities of Associate; or (iii) for Data Aggregation purposes for the
Health Care Operations of CE. Additional provisions, if any, governing permitted uses of
Protected Information are set forth in Attachment A to this Addendum.
b. Permitted Disclosures. Associate shall not disclose Protected Information in any
manner that would constitute a violation of the Privacy Rule if disclosed by CE, except that
Associate may disclose Protected Information: (i) in a manner permitted pursuant to this
Contract; (ii) for the proper management and administration of Associate; (iii) as required by
law; (iv) for Data Aggregation purposes for the Health Care.Operations of CE; or (v) to report
violations of law to appropriate federal or state authorities, consistent with 45 C.F.R. Section
164.502(j)(1). To the extent that Associate discloses Protected Information to a third party,
Associate must obtain, prior to making any such disclosure: (i) reasonable assurances from such
third party that such Protected Information will be held confidential as provided pursuant to this
Addendum and only disclosed as required by law or for the purposes for which it was disclosed
to such third party; and (ii) an agreement from such third party to notify Associate within two
business days of any breaches of confidentiality of the Protected Information, to the extent it has
obtained knowledge of such breach. Additional provisions, if any, governing permitted
disclosures of Protected Information are set forth in Attachment A.
c. Appropriate Safeguards. Associate shall implement appropriate safeguards as are
necessary to prevent the use or disclosure of Protected Information other than as permitted by
this Contract. Associate shall maintain a comprehensive written information privacy and
security program that includes administrative, technical and physical safeguards appropriate to
the size and complexity of the Associate's operations and the nature and scope of its activities.
d. Reporting of Improper Use or Disclosure. Associate shall report to CE in writing
any use or disclosure of Protected Information other than as provided for by this Contract within
five (5)business days of becoming aware of such use or disclosure.
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e. Associate's Agents. If Associate uses one or more subcontractors or agents to
provide services under the Contract, and such subcontractors or agents receive or have access to
Protected Information, each subcontractor or agent shall sign an agreement with Associate
containing substantially the same provisions as this Addendum and further identifying CE as a
third party beneficiary with rights of enforcement and indemnification from such subcontractors
or agents in the event of any violation of such subcontractor or agent agreement. Associate shall
implement and maintain sanctions against agents and subcontractors that violate such restrictions
and conditions and shall mitigate the effects of any such violation.
f Access to Protected Information. Associate shall make Protected Information
maintained by Associate or its agents or subcontractors in Designated Record Sets available to
CE for inspection and copying within ten (10) business days of a request by CE to enable CE to
fulfill its obligations to permit individual access to PHI under the Privacy Rule, including, but
not limited to, 45 C.F.R. Section 164.524.
g. Amendment of PHI. Within ten business (10) days of receipt of a request from
CE for an amendment of Protected Information or a record about an individual contained in a
Designated Record Set, Associate or its agents or subcontractors shall make such Protected
Information available to CE for amendment and incorporate any such amendment to enable CE
to fulfill its obligations with respect to requests by individuals to amend their PHI under the
Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.526. If any individual requests
an amendment of Protected Information directly from Associate or its agents or subcontractors,
Associate must.notify CE in writing within five (5) business days of receipt of the request. Any
denial of amendment of Protected Information maintained by Associate or its agents or.
subcontractors shall be the responsibility of CE.
h. Accounting Rights. Within ten (10) business days of notice by CE of a request
for an accounting of disclosures of Protected Information, Associate and its agents or
subcontractors shall make available to CE the information required to provide an accounting of
disclosures to enable CE to fulfill its obligations under the Privacy Rule, including, but not
limited to, 45 C.F.R. Section 164.528. As set forth in, and as limited by, 45 C.F.R. Section
164.528, Associate shall not provide an accounting to CE of disclosures: (i) to carry out
treatment, payment or health care operations, as set forth in 45 C.F.R. Section 164.506; (ii) to
individuals of Protected Information about them as set forth in 45 C.F.R. Section 164.502; (iii)
pursuant to an authorization as provided in 45 C.F.R. Section 164.508; (iv) to persons involved
in the individual's care or other notification purposes as set forth in 45 C.F.R. Section 164.510;
(v) for national security or intelligence purposes as set forth in 45 C.F.R. Section 164.512(k)(2);
(vi) to correctional institutions or law enforcement officials as set forth in 45 C.F.R. Section
164.512(k)(5); (vii) incident to a use or disclosure otherwise permitted by the Privacy Rule; (viii)
as part of a limited data set under 45 C.F.R. Section 164.514(e); or (ix) disclosures prior to April
14, 2003. Associate agrees to implement a process that allows for an accounting to be collected
and maintained by Associate and its agents or subcontractors for at least six (6) years prior to the
request, but not before the compliance date of the Privacy Rule. At a minimum, such
information shall include: (i) the date of disclosure; (ii) the name of the entity or person who
received Protected Information and, if known, the address of the entity or person; (iii) a brief
description of Protected Information disclosed; and (iv) a brief statement of purpose of the
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disclosure that reasonably informs the individual of the basis for the disclosure, or a copy of the
individual's authorization, or a copy of the written request for disclosure. In the event that the
request for an accounting is delivered directly to Associate or its agents or subcontractors,
Associate shall within five (5) business days of the receipt of the request forward it to CE in
writing. It shall be CE's responsibility to prepare and deliver any such accounting requested.
Associate shall not disclose any Protected Information except as set forth in Section 2(b) of this
Addendum.
i. Governmental Access to Records. Associate shall make its internal practices,
books and records relating to the use and disclosure of Protected Information available to the
Secretary of the U.S. Department of Health and Human Services (the "Secretary"), in a time and
manner designated by the Secretary, for purposes of determining CE's compliance with the
Privacy Rule. Associate shall provide to CE a copy of any Protected Information that Associate
provides to the Secretary concurrently with providing such Protected Information to the
Secretary.
j. Minimum Necessary. Associate (and its agents or subcontractors) shall only
request, use and disclose the minimum amount of Protected Information necessary to accomplish
the purpose of the request, use or disclosure, in accordance with the Minimum Necessary
requirements of the Privacy Rule including, but not limited to 45 C.F.R. Sections 164.502(b) and
164.514(d).
k. Data Ownership. Associate acknowledges that Associate has no ownership rights
with respect to the Protected Information.
1. Retention of Protected Information. Except upon termination of the Contract as
provided in Section 4(d) of this Addendum, Associate and its subcontractors or agents shall
retain all Protected Information throughout the term of this Contract and shall continue to
maintain the information required under Section 2(h) of this Addendum for a period of six (6)
years.
m. Associate's Insurance. Associate shall maintain casualty and liability insurance
to cover loss of PHI data and claims based upon alleged violations of privacy rights through
improper use or disclosure of PHI. All such policies shall meet or exceed the minimum
insurance requirements of the Contract (e.g., occurrence basis, combined single dollar limits,
annual aggregate dollar limits, additional insured status and notice of cancellation).
n. Notification of Breach. During the term of this Contract, Associate shall notify
CE within two business days of any suspected or actual breach of security, intrusion or
unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of data in
violation of any applicable federal or state laws or regulations. Associate shall take (i) prompt
corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized
disclosure required by applicable federal and state laws and regulations.
o. Audits, Inspection and Enforcement. Within ten (10) business days of a written
request by CE, Associate and its agents or subcontractors shall allow CE to conduct a reasonable
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inspection of the facilities, systems, books, records, agreements, policies and procedures relating
to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of
determining whether Associate has complied with this Addendum; provided, however, that: (i)
Associate and CE shall mutually agree in advance upon the scope, timing and location of such an
inspection; (ii) CE shall protect the confidentiality of all confidential and proprietary information
of Associate to which CE has access during the course of such inspection; and (iii) CE shall
execute a nondisclosure agreement, upon terms mutually agreed upon by the parties, if requested
by Associate. The fact that CE inspects, or fails to inspect, or has the right to inspect,
Associate's facilities, systems, books, records, agreements, policies and procedures does not
relieve Associate of its responsibility to comply with this Addendum, nor does CE's (i) failure to
detect or (ii) detection, but failure to notify Associate or require Associate's remediation of any
unsatisfactory practices, constitute acceptance of such practice or a waiver of CE's enforcement
rights under the Contract.
p. Safeguards During Transmission. Associate shall be responsible for using
appropriate safeguards to maintain and ensure the confidentiality, privacy and security of
Protected Information transmitted to CE pursuant to the Contract, in accordance with the
standards and requirements of the Privacy Rule, until such Protected Information is received by
CE, and in accordance with any specifications set forth in Attachment A.
q. Restrictions and Confidential Communications. Within ten (10) business days of
notice by CE of a restriction upon uses or disclosures or request for confidential communications
pursuant to 45 C.F.R. 164.522, Associate will restrict the use or disclosure of an individual's
Protected Information, provided Associate has agreed to such a restriction. Associate will not
respond directly to an individual's requests to restrict the use or disclosure of Protected
Information or to send all communication of Protect Information to an alternate address.
Associate will refer such requests to the CE so that the CE can coordinate and prepare a timely
response to the requesting individual and provide direction to Associate.
3. Obligations of CE.
a. Safeguards During Transmission. CE shall be responsible for using appropriate
safeguards to maintain and ensure the confidentiality, privacy and security of PHI transmitted to
Associate pursuant to this Contract, in accordance with the standards and requirements of the
Privacy Rule, until such PHI is received by Associate, and in accordance with any specifications
set forth in Attachment A.
b. Notice of Changes. CE shall provide Associate with a copy of its notice of
privacy practices produced in accordance with 45 C.F.R. Section 164.520, as well as any
subsequent changes or limitation(s) to such notice, to the extent such changes or limitations may
effect Associate's use or disclosure of Protected Information. CE shall provide Associate with
any changes in, or revocation of, permission to use or disclose Protected Information, to the
extent it may affect Associate's permitted or required uses or disclosures. To the extent that it
may affect Associate's permitted use or disclosure of PHI, CE shall notify Associate of any
restriction on the use or disclosure of Protected Information that CE has agreed to in accordance
with 45 C.F.R. Section 164.522. CE may effectuate any and all such notices of non-private
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information via posting on CE's web site. Associate shall review CE's designated web site for
notice of changes to CE's HIPAA privacy policies and practices on the last day of each calendar
quarter.
4. Termination.
a. Material Breach. In addition to any other provisions in the Contract regarding
breach, a breach by Associate of any provision of this Addendum, as determined by CE, shall
constitute a material breach of this Contract and shall provide grounds for immediate termination
of this Contract by CE pursuant to the provisions of the Contract covering termination for cause,
if any. If the Contract contains no express provisions regarding termination for cause, the
following terms and conditions shall apply:
(1) Default. If Associate refuses or fails to timely perform any of the
provisions of this Contract, CE may notify Associate in writing of the non-performance, and if
not promptly corrected within the time specified, CE may terminate this Contract. Associate
shall continue performance of this Contract to the extent it is not terminated and shall be liable
for excess costs incurred in procuring similar goods or services elsewhere.
(2) Associate's Duties. Notwithstanding termination of this Contract, and
subject to any directions from CE, Associate shall take timely, reasonable and necessary action
to protect and preserve property in the possession of Associate in which CE has an interest.
•
(3) Compensation. Payment for completed supplies delivered and accepted
by CE shall be at the Contract price. In the event of a material breach under paragraph 4a, CE
may withhold amounts due Associate as CE deems necessary to protect CE against loss from
third party claims of improper use or disclosure and to reimburse CE for the excess costs
incurred in procuring similar goods and services elsewhere.
(4) Erroneous Termination for Default. If after such termination it is
determined, for any reason, that Associate was not in default, or that Associate's action/inaction
was excusable, such termination shall be treated as a termination for convenience, and the rights
and obligations of the parties shall be the same as if this Contract had been terminated for
convenience, as described in this Contract.
b. Reasonable Steps to Cure Breach. If CE knows of a pattern of activity or practice
of Associate that constitutes a material breach or violation of the Associate's obligations under
the provisions of this Addendum or another arrangement and does not terminate this Contract
pursuant to Section 4(a), then CE shall take reasonable steps to cure such breach or end such
violation, as applicable. If CE's efforts to cure such breach or end such violation are
unsuccessful, CE shall either (i) terminate the Contract, if feasible or (ii) if termination of this
Contract is not feasible, CE shall report Associate's breach or violation to the Secretary of the
Department of Health and Human Services.
c. Judicial or Administrative Proceedings. Either party may terminate the
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Contract, effective immediately, if (i) the other party is named as a defendant in a criminal
proceeding for a violation of HIPAA, the HIPAA Regulations or other security or privacy laws
or (ii) a finding or stipulation that the other party has violated any standard or requirement of
HIPAA, the HIPAA Regulations or other security or privacy laws is made in any administrative
or civil proceeding in which the party has been joined.
d. Effect of Termination.
(1) Except as provided in paragraph (2) of this subsection, upon termination
of this Contract, for any reason, Associate shall return or destroy all Protected Information that
Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of
such Protected Information. If Associate elects to destroy the PHI, Associate shall certify in
writing to CE that such PHI has been destroyed.
(2) If Associate believes that returning or destroying the Protected
Information is not feasible, Associate shall promptly provide CE notice of the conditions making
return or destruction infeasible. Upon mutual agreement of CE and Associate that return or
destruction of Protected Information is infeasible, Associate shall continue to extend the
protections of Sections 2(a), 2(b), 2(c), 2(d) and 2(e) of this Addendum to such information, and
shall limit further use of such PHI to those purposes that make the return or destruction of such
PHI infeasible.
5. Injunctive Relief. CE shall have the right to injunctive and other equitable and legal
relief against Associate or any of its subcontractors or agents in the event of any use or
disclosure of Protected Information in violation of this Contract or applicable law.
•
6. No Waiver of Immunity. No term or condition of this Contract shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection,
or other provisions of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq. or the
Federal Tort Claims Act, 28 U.S.C. 2671 et seq. as applicable, as now in effect or hereafter
amended.
7. Limitation of Liability. Any limitation of Associate's liability in the Contract shall be
inapplicable to the terms and conditions of this Addendum.
8. Disclaimer. CE makes no warranty or representation that compliance by Associate with
this Contract, HIPAA or the HIPAA Regulations will be adequate or satisfactory for Associate's
own purposes. Associate is solely responsible for all decisions made by Associate regarding the
safeguarding of PHI.
9. Certification. To the extent that CE determines an examination is necessary in order to
comply with CE's legal obligations pursuant to HIPAA relating to certification of its security
practices, CE or its authorized agents or contractors, may, at CE's expense, examine Associate's
facilities, systems, procedures and records as may be necessary for such agents or contractors to
certify to CE the extent to which Associate's security safeguards comply with HIPAA, the
HIPAA Regulations or this Addendum.
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10. Amendment.
a. Amendment to Comply with Law. The parties acknowledge that state and federal
laws relating to data security and privacy are rapidly evolving and that amendment of this
Addendum may be required to provide for procedures to ensure compliance with such
developments. The parties specifically agree to take such action as is necessary to implement the
standards and requirements of HIPAA, the Privacy Rule, the Final HIPAA Security regulations
at 68 Fed. Reg. 8334 (Feb20, 2003), 45 C.F.R. § 164.314 and other applicable laws relating to
the security or privacy of PHI. The parties understand and agree that CE must receive
satisfactory written assurance from Associate that Associate will adequately safeguard all
Protected Information. Upon the request of either party, the other party agrees to promptly enter
into negotiations concerning the terms of an amendment to this Addendum embodying written
assurances consistent with the standards and requirements of HIPAA, the Privacy Rule or other
applicable laws. CE may terminate this Contract upon thirty (30) days written notice in the event
(i) Associate does not promptly enter into negotiations to amend this Contract when requested by
CE pursuant to this Section or (ii) Associate does not enter into an amendment to this Contract
providing assurances regarding the safeguarding of PHI that CE, in its sole discretion, deems
sufficient to satisfy the standards and requirements of HIPAA and the Privacy Rule.
b. Amendment of Attachment A. Attachment A may be modified or amended by
mutual agreement of the parties in writing from time to time without formal amendment of this
Addendum.
11. Assistance in Litigation or Administrative Proceeding . Associate shall make itself, and
any subcontractors, employees or agents assisting Associate in the performance of its obligations
under the Contract, available to CE, at no cost to CE up to a maximum of 30 hours, to testify as
witnesses, or otherwise, in the event of litigation or administrative proceedings being
commenced against CE, its directors, officers or employees based upon a claimed violation of
HIPAA, the Privacy Rule or other laws relating to security and privacy or PHI, except where
Associate or its subcontractor, employee or agent is a named adverse party.
12. No Third Party Beneficiaries. Nothing express or implied in this Contract is intended to
confer, nor shall anything herein confer, upon any person other than CE, Associate and their
respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
13. Interpretation and Order of Precedence. The provisions of this Addendum shall prevail
over any provisions in the Contract that may conflict or appear inconsistent with any provision in
this Addendum. Together, the Contract and this Addendum shall be interpreted as broadly as
necessary to implement and comply with HIPAA and the Privacy Rule. The parties agree that
any ambiguity in this Contract shall be resolved in favor of a meaning that complies and is
consistent with HIPAA and the Privacy Rule. This Contract supersedes and replaces any
previous separately executed HIPAA addendum between the parties.
14. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary,
Associate's obligations under Section 4(d) ("Effect of Termination") and Section 12 ("No Third
Party Beneficiaries") shall survive termination of this Contract and shall be enforceable by CE as
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provided herein in the event of such failure to perform or comply by the Associate. This
Addendum shall remain in effect during the term of the Contract including any extensions.
15. Representatives and Notice.
a. Representatives. For the purpose of the Contract, the individuals identified
elsewhere in this Contract shall be the representatives of the respective parties. If no
representatives are identified in the Contract, the individuals listed below are hereby designated
as the parties' respective representatives for purposes of this Contract. Either party may from
time to time designate in writing new or substitute representatives.
b. Notices. All required notices shall be in writing and shall be hand delivered or
given by certified or registered mail to the representatives at the addresses set forth below.
State/Covered Entity Representative:
Name: Margaret Mohan
Title: Manager
Department and Division: Acute Care Benefits Section
Department of Health Care Policy and Financing
Address: 1570 Grant Street
Denver, Colorado 80203
Contractor/Business Associate Representative: •
Name: Gaye Morrison • -
Title: Director
Department and Division: Communications, Education, and Planning _
Address: Weld County Dept. of Public Health and Envmt.
1555 North 17th Avenue
Greeley, Colorado 80631
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ATTACHMENT A
This Attachment sets forth additional terms to the HIPAA Business Associate
Addendum, which is part of the Contract dated November 15, 2007, between the Department of
Health Care Policy and Financing and Weld County Department of Public Health and
Environment, contract number 2108-0118 ("Contract") and is effective as of December 1, 2007
(the "Attachment Effective Date"). This Attachment may be amended from time to time as
provided in Section 10(b) of the Addendum.
1. Additional Permitted Uses. In addition to those purposes set forth in Section 2(a) of the
Addendum, Associate may use Protected Information as follows:
No additional permitted uses.
2. Additional Permitted Disclosures. In addition to those purposes set forth in Section 2(b)
of the Addendum, Associate may disclose Protected Information as follows:
No additional permitted disclosures.
3. Subcontractor(s). The parties acknowledge that the following subcontractors or agents of
Associate shall receive Protected Information in the course of assisting Associate in the
performance of its obligations under this Contract:
No subcontractors.
4. Receipt. Associate's receipt of Protected Information pursuant to this Contract shall be
deemed to occur as follows, and Associate's obligations under the Addendum shall commence
with respect to such PHI upon such receipt:
Upon receipt of PHI from the CE.
5. Additional Restrictions on Use of Data. CE is a Business Associate of certain other
Covered Entities and, pursuant to such obligations of CE, Associate shall comply with the
following restrictions on the use and disclosure of Protected Information:
No additional restrictions on use of data.
6. Additional Terms. [This section may include specifications for disclosure format,
method of transmission, use of an intermediary, use of digital signatures or PKI, authentication,
additional security of privacy specifications, de-identification or re-identification of data and
other additional terms]
No additional terms.
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o- i°' `0.. o A6 COLORADO DEPARTMENT OF HEALTH CARE POLICY & FINANCING
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g 1570 Grant Street, Denver,CO 80203-1818 • (303) 866-2993 • (303) 866-4411 Fax • (303)866-3883 TTY
Q2 Bill Ritter,Jr.,Governor•Joan Henneberry, Executive Director
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RE POLICY s
December 27,2007
Gaye Morrison
Communications, Education, and Planning
Weld County Dept. of Public Health and Envmt
1555 Nortf 17th Avenue
Greeley, Colorado 80631
Dear Gaye Morrison:
Please find enclosed one fully executed original copy of the contract (routing number 2108-
0118) between the Weld County Department of Public Health and Environment and the
Department of Health Care Policy and Financing. This copy is for your records. Should you
have any questions, please do not hesitate to contact me at(303) 866-2693 or
ginger.burton@state.co.us.
Sincerely,
Ginger Burton
Women's Programs Coordinator
Acute Care Benefits Section
GB:ch
Enclosure(s)
"The mission of the Department of Health Care Policy&Financing is to improve access to cost-effective,quality health care services for Coloradans"
http://www.chcpf.state.co.us
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