HomeMy WebLinkAbout20051723.tiff RESOLUTION
RE: APPROVE 2005-2006 CONTRACT FOR SINGLE ENTRY POINT AND AUTHORIZE
CHAIR TO SIGN - COLORADO DEPARTMENT OF HEALTH CARE POLICY AND
FINANCING
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 2005-2006 Contract for Single Entry Point
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Human Services,Area Agency on
Aging, and the Colorado Department of Health Care Policy and Financing, commencing July 1,
2005, and ending June 30, 2006,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 2005-2006 Contract for Single Entry Point between the County of Weld,
State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf
of the Department of Human Services, Area Agency on Aging, 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 13th day of June, A.D., 2005.
BOARD OF COUNTY COMMISSIONERS
1La WELD COUNTY, COLORADO
Iasi < '114/11111% e Y Chair
William H. J e, air
aa e " ' u rk to the Board
I•` M. eie, r -Tem
Deputy Clerk to the Board
Davi E. ong
A ED A M:
Robe D. Masden
o my Attorney
GI nn Vaad
Date of signature: to O6-'-5—
2005-1723
HR0076
"� ; hs.�� 5 ) o� -mss
MEMORANDUM
f DATE: June 8, 2005
TO: William Jerke, Chair, Weld County Board of CommissionersluilD O FROM:Walter Speckman, Executive Director, Division of Human vk,
COLORADO Services
SUBJECT: Single Entry Point contract between Weld County
Division of Human Services, Area Agency on Aging and the
Colorado Department of Health Care Policy and Financing for
Fiscal Year 2005-2006
Enclosed for Board approval is the Fiscal Year 2005-2006 Single Entry Point contract
between the Department of Health Care Policy and Financing and the Weld County Area
Agency on Aging. The Weld County Area Agency on Aging provides case management
services for Medicaid clients who fall under the responsibility of the Single Entry Point. The
contact amount is $575,636. The effective dates of the contract are July 1, 2005 through
June 30, 2006.
If you have additional questions, please contact Eva Jewell, Director of the Weld County
Area Agency on Aging at 353-3800, extension 3331.
/ C, /
Al((A--t,vM,F w(LS
Health Care Policy and Financing
Agency Number: UHA
Contract Routing# 2306-1319
CONTRACT
THIS CONTRACT, made this first day of June, 2005, by and between the State of Colorado, for
the use and benefit of the Department of Health Care Policy and Financing, 1570 Grant Street,
Denver, Colorado 80203, hereinafter referred to as the Department, and Weld County Division
of Human Services, Area Agency on Aging by and through the Weld County Board of
Commissioners, located at PO Box 1805, 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 Systems (COFRS) Fund Number 100,
Appropriation Code Numbers 160 and 275; and Encumbrance Number
Sc. LA 2-306 4514i ;
WHEREAS, the Contractor was selected in accordance with state law;
WHEREAS, required approval, clearance and coordination has been accomplished from and
with appropriate agencies;
NOW THEREFORE, subject to the terms, conditions, provisions and limitations contained in
this contract,the Department and the Contractor agree as follows:
I. DEFINITIONS
Case Management means the assessment of a client's needs, the development and
implementation of a Care Plan for the client, coordination and monitoring of service
delivery, the evaluation of service effectiveness and periodic reassessment of the client's
needs.
Care Planning/Care Plan means the process of identifying goals, client choices for care
and services needed, appropriate service providers and co-payment requirements, with
the assistance of the client and appropriate collaterals, based on the client's assessment
and knowledge of the client and community resources.
Program means a publicly funded program including, but is not limited to, Adult Foster
Care, Consumer Directed Attendant Support (CDAS), Children's Home and Community
Based Services (Children's HCBS), Home Care Allowance, Home and Community-
Based Services for Persons with Brain Injury (HCBS-BI), Home and Community-Based
Services for the Elderly, Blind and Disabled (HCBS-EBD), Home and Community-Based
Services for Persons with Mental Illness (HCBS-MI), Home and Community-Based
Services for Persons Living with Acquired Immune Deficiency Syndrome (HCBS-
PLWA), Long-Term Home Health Services (LTHH), Program of All-Inclusive Care for
the Elderly(PACE), Medicaid nursing facility care and case management services funded
through 42 U.S.C. Section 3001, et. seq., as amended.
Resource Development means the analysis and implementation of additional resources or
services that extend the capabilities of community-based long-term care systems to better
serve long-term care clients and those likely to need community-based long-term care in
the future.
Single Entry Point means the availability of an agency within a local area where a current
or potential long-term care client can obtain community-based long-term information,
screening, assessment of need and referral to appropriate programs and case management
services.
Single Entry Point Agency means the organization selected to provide case management
functions to an individual in need of community-based long-term care services within a
Single Entry Point District. Single Entry Point Agencies may function as a Utilization
Review Contractor.
Single Entry Point District means a single county, or two or more counties, designated as
a geographic region in which one agency serves as the Single Entry Point.
State Designated Agency means a Single Entry Point Agency selected to perform
specified functions otherwise done by the county department of social services.
H. SCOPE OF WORK
A. The Contractor shall perform the functions of a Single Entry Point Agency as defined by
Sections 26-4-507 and 26-4-522, C.R.S. (2004) and the regulations applicable to the
Department and the Single Entry Point system at 10 C.C.R. 2505-10, Sections 8.390 et
seq.
B. The Contractor shall perform its obligations in conformity with the provisions of Title
XIX of the Social Security Act and other applicable federal and state laws and regulations
promulgated pursuant to and including without limitation the Colorado Human Service.
C. The Contractor shall perform the functions of Case Management for eligible persons as
defined in the state statutes and regulations, including but not limited to
intake/screening/referral, assessment of client need using the Department prescribed
form, determination of functional eligibility, development and implementation of a Care
Plan, on-going Case Management, monitoring of clients, reassessment and case closure.
D. The Contractor shall perform all necessary administrative functions for the operation of a
Single Entry Point Agency as defined in the state statues and regulations including but
not limited to the following:
Page 2 of 21
1. Establishing a community advisory committee for the purpose of providing public
input and guidance for Single Entry Point Agency operation.
2. Establish a resource development committee and facilitate the development of
local resources to meet the long-term care needs of individuals who reside within
the Single Entry Point District served by the Contractor.
3. Providing staff that meets the qualifications set forth in the state statues and
regulations to perform administrative, supervisory and Case Management
functions.
4. Administering a personnel system for recruiting, hiring, evaluating and
terminating employees.
5. Performing accounting tasks in compliance with all rules and regulations for
accounting practices.
6. Establishing and maintaining an information management system that includes
collection and reporting of client specific data pertaining to information and
referral services provided by the agency, program eligibility determination, Care
Planning, service authorization, resource development and fiscal accountability.
7. Maintaining client records in accordance with program requirements, including
documentation of all case activities, the monitoring of service delivery and service
effectiveness. The Contractor shall utilize the Benefits Utilization System (BUS)
for the purpose of client information management.
8. Protecting client's rights.
9. Providing access to clients, service providers and others during regular business
office hours, Monday through Friday, 8:00 a.m. through 5:00 p.m., at a client
accessible office.
10. Maintaining staff to operate at least forty (40) hours per week during regular
business office hours, Monday through Friday, excluding holidays, 8:00 a.m.
through 5:00 p.m.
11. Providing a telephone system and trained staff to ensure timely response to
messages, telephone calls after hours, access to telecommunication devices and/or
interpreters for the hearing and vocally impaired and access to foreign language
interpreters as needed.
12. Conducting an annual survey of a random sample of clients to determine the level
of satisfaction with services provided by the agency to conform to guidelines
provided by the Department.
13. Facilitating the application process for potentially eligible individuals, respond in
a timely manner to all referrals of eligible clients and provide appropriate and
Page 3 of 21
timely access to services for all Home and Community Based long-term care
clients.
14. Providing a thorough assessment of care needs and resources to assure the most
appropriate public and private resources to serve the client's needs. The
determination of appropriate resources shall not supplant but support self-care,
family care and other informal community based resources. The Contractor shall
provide a thorough assessment and determine functional eligibility using the
Department prescribed form, the Uniform Long-Term Care 100.2 (ULTC 100.2)
for all clients requesting publicly funded long-term care programs including but
not limited to, Adult Foster Care, Children's HCBS, CDAS, HCBS-BI, HCBS-
EBD, HCBS-MI, HCBS-PLWA, LTHH, Medicaid nursing facility care, PACE
and case management services.
15. Providing Case Management functions and establish a Care Plan for recipients of
publicly funded long-term care programs, including but not limited to Adult
Foster Care, Children's HCBS, CDAS, Home Care Allowance, HCBS-BI, HCBS-
EBD, HCBS-MI, HCBS-PLWA, and case management services. The
authorization and administration of services through a publicly funded program
shall be in accordance with the program's eligibility criteria as defined by
applicable state and federal statutes and regulations as they exist on the date this
Contract is executed and as they may later be amended.
16. Assuring that a long-term care client who receives Case Management services
receives the type and amount of skilled and non-skilled community based long-
term care services listed in the care plan. These services shall not exceed the type
and amount of services medically and/or functionally required by each client.
17. Reviewing all PARs. The Contractor shall approve, deny or return a PAR to the
agency for additional information and notify the Department of any significant
increase or decrease in skilled services for a client.
18. Following the standards set by the Department. These standards include Dear
Administrator Letters, Dear Agency Letters and written documents from
Departmental sanctioned training.
19. Process accurate information within two business days of receipt of notification
regarding client Medicaid eligibility from the eligibility site. The Contractor shall
process accurate information within two business days for a client discharged
from a hospital or nursing facility. When information is obtained it shall be
evaluated to ensure timely services for a client.
20. Providing accurate and timely documentation of client and agency activities.
Timely documentation shall be within two business days.
21. Not providing direct services unless a waiver is approved by the Department
based on criteria in the state regulations for a Single Entry Point Agency.
Page 4 of 21
22. Maintaining a complaint log. The complaint log shall include at minimum the
complaint, the resolution of the complaint and the dates of contact. The
complaint log shall be available for review by the Department upon request.
Complaints regarding quality of care issues against a provider shall be forwarded
to the Home Health Hotline or the Colorado Department of Public Health and
Environment within 42 hours.
23. Verifying that each HCBS client has received at least one service every 30 days.
If a client does not receive a service within 30 consecutive days, the Contractor
shall notify the client that he/she is ineligible for waiver services and that he/she
has the right to appeal.
24. Reassessing a client using the ULTC 100.2 at least annually or sooner, if the
client's condition changes or as prescribed by program criteria.
E. The Contractor shall certify Adult Foster Care facilities within the Single Entry Point
district in accordance with 10 C.C.R. 2505-10, Section 8.483.
F. The Contractor shall cooperate with the Department and the Community Center Boards
in the admission of clients with developmental disabilities to the HCBS-EBD program.
G. The Contractor shall follow 10 C.C.R. 2505-10, Section 8.393.31 when transferring a
client from one county to another county or from one Single Entry Point District to
another district.
H. The Contractor shall have a plan to overcome any geographic barriers within the district,
including distance from the agency office to provide timely assessment and case
management services to clients.
The Contractor shall employ or contract with a licensed medical professional to be
available to staff for consultation regarding medical and diagnostic concerns and LTHH
PARs for Single Entry Point clients.
J. Compensation/Maximum Payable The Contractor shall attend Administrative Law Judge
hearings when the Single Entry Point Agency has made a denial or adverse action against
a client and the client appeals. The Contractor shall defend their decision as described in
10 C.C.R. 2505-10, Sections 8.057 et seq.
K. The Contractor shall submit Department required information electronically upon the
Department's request.
L. The Department or a designee, in accordance with the state statutes and regulations shall
review the performance of the Contractor. The Contractor shall be notified within 30
days of the outcome of a review that may result in approval, provisional approval, denial
or termination of certification. The Department may designate a designee to monitor
and/or make certification recommendations.
Page 5 of 21
M. The Department in accordance with the state statues and regulations shall certify the
Contractor. Certification shall be based upon but not limited to, on-site visits, evaluation
of agency performance in quality of service provided, compliance with program
requirements, Case Management, timeliness, performance of administrative functions,
cost per client, communication with clients, client monitoring, targeting populations
served, community coordination and outreach and financial accountability.
III. GENERAL PROVISIONS
A. Order of Precedence
The provisions of this contract shall govern the relationship of the Department and the
Contractor. 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 21 and 22.
2. HIPAA Business Associate Addendum.
3. Contract, pages 1 to 20.
4. Exhibit A, Option Letter
B. Performance Period
The contract shall be effective upon approval by the State Controller, or designee, or on
July 1, 2005, 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, 2006. The Contractor understands and agrees that the
Department shall not be liable for payment of work or services or for costs or expenses
incurred by this Contractor prior to the proper execution and State Controller approval of
this contract.
C. Compensation/Maximum Payable
1. 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
$575,636.00 for the purchase of the within-described services.
2. 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.
D. 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
Page 6 of 21
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.
E. 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.
F. 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 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.
G. Work Product Ownership
The Department shall have all ownership rights, not superseded by other licensing
restrictions, in all materials, programs, procedures, etc., designed, purchased, or
developed by the Contractor and funded by the Department. The Contractor shall use
Contract funds to develop all materials, programs, products, procedures, etc., and such
data and software as described in 1. through 6., below, in order to make systems portable
to the Department. Department funding used in the development of these materials,
programs, procedures, etc. shall be documented by the Contractor. The Department shall
have all ownership rights in data and software, or modifications thereof, and associated
documentation and procedures designed and developed to produce any systems,
programs reports and documentation, whether provided to Contractor by the Department,
developed by the Contractor or its subcontractor and funded by the Department in the
performance of this Contract. The Department reserves, on behalf of itself and its
Contractors, a royalty-free, non-exclusive and irrevocable license to produce, publish or
otherwise use such software, modifications, documentation, and procedures. Such data
and software includes, but is not limited to:
Page 7of21
1. All computer software and programs, which have been designed, developed,
provided to Department or acquired by the Contractor, including all object codes,
which are used in performance of this Contract;
2. All internal system software and programs developed by the Contractor or
subcontractor, including all source codes, which result from the performance of
this Contract; excluding commercial software packages purchased under their
own license;
3. All necessary data files;
4. User and operation manuals and other documentation;
5. System and program documentation in the form specified by the Department;
and
6. Training materials for Department staff, agents, or designated representatives in
the operation and maintenance of this software.
H. 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.
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:
1. 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
Page 8 of 21
2. Withhold payment to Contractor until the necessary services or corrections in
performance are satisfactorily completed; and/or
3. 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
4. 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. Denial of the amount of
payment must be reasonably related to the value of work or performance lost to
the Department.
5. 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.
J. 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.
Page 9 of 21
K. 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 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.
L. Insurance
I. The Contractor shall obtain, and maintain at all times during the term of this
agreement, insurance in the following kinds and amounts:
a. Workers' Compensation Insurance as required by state statute, and
Employer's Liability Insurance covering all of contractor's employees
acting within the course and scope of their employment.
b. 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:
1) $1,000,000 each occurrence;
2) $1,000,000 general aggregate;
3) $1,000,000 products and completed operations aggregate; and
Page 10 of 21
4) $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 State
showing compliance with this provision.
c. 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.
2. 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.
3. The Insurance shall include provisions preventing cancellation or non-renewal
without at least 45 days prior notice to the State by certified mail.
4. 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.
5. All policies evidencing the insurance coverages required hereunder shall be issued
by insurance companies satisfactory to the State.
6. The contractor shall provide certificates showing insurance coverage required by
this contract to the State 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 State certificates of
insurance evidencing renewals thereof At any time during the term of this
contract, the State may request in writing, and the contractor shall thereupon
within 10 days supply to the State, evidence satisfactory to the State of
compliance with the provisions of this section.
7. 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
State, the contractor shall show proof of such insurance satisfactory to the State.
Page 11 of 21
M. Representatives and Notice
1. 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:
Barbara Ramsey Community Based Long-term
Care Section Manager
For the Contractor:
Eva Jewell Director
Weld County Area Agency on
Aging
Name Title
2. 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
paragraphs J and K.
3. 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: Barbara Ramsey
Department and Division: Department of Health Care Policy and Financing
Long Term Benefits Division
Address: 1570 Grant Street
Denver, Colorado 80203
For the Contractor:
Individual's Name: Eva Jewell
Company Name: Weld County Division of Human Services, Area
Agency on Aging by and through the Weld County
Board of Commissioners
Address: PO Box 1805
Greeley, Colorado 80632
Page 12 of 21
N. 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.
O. 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 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.
P. 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.
Q. 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 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.
Page 13 of21
Any liability of the Department created under any other provision of this contract,
whether or not incorporated herein by reference, shall be controlled by, limited to, and
otherwise modified so as to conform with, the above cited laws.
R. 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.
S. 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.
T. 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.
U. 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.
V. 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.
Page 14 of 21
W. 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. 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.
X. 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 supercede the provisions of the federal Health Insurance
Portability and Accountability Act of 1996 (HIPAA).
Y. 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 Act of 1967 29 U.S.C. 621-634
Americans with Disabilities Act of 1990 (ADA) 42 U.S.C. 12101, et seq.
Equal Pay Act of 1963 29 U.S.C. 206(d)
Immigration Reform and Control Act of 1986 8 U.S.C. 1324b
Page 15 of 21
Section 504 of the Rehabilitation Act of 1973 29 U.S.C. 794
Title VI of the Civil Rights Act of 1964 42 U.S.C. 2000d
Title VII of the Civil Rights Act of 1964 42 U.S.C. 2000e
Title IX of the Education Amendment of 1972 20 U.S.C. 1681, et seq.
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.
1. 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.
2. 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.
Z. 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 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.
Page 16 of 21
AA. 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 Department.
BB. 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.
CC. Federal Funding
This contract is subject to and contingent upon the continuing availability of federal
funds for the purposes hereof.
DD. 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.
EE. 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 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
Page 17 of 21
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.
FF. 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 $300,000 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 $300,000.
GG. Conflict of Interest
1. 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.
2. 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.
3. 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.
4. 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:
Page 18 of 21
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 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
HH. 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.
II. Contract Options
1. Performance Extension Option
a. The Department may require continued performance for a period of up to
one (1) year for any services at the prices and terms specified in the
contract. The Department may exercise the option by written notice to the
contractor within 30 days prior to the end of the current contract term in a
form substantially equivalent to Exhibit A.
b. if the Department exercises this option, the extended contract will be
considered to include this option provision. The total duration of this
contract, including the exercise of any options under this clause, shall not
exceed five (5) years.
2. Contract Price Option
The Department may unilaterally increase/decrease the maximum payable under
this contract based on the prices established in the contract and services required,
as set by the Department. The Department may exercise the option by providing
a fully executed option to the contractor, in a form substantially equivalent to
Exhibit A, immediately upon signature of the State Controller or his delegate.
Performance of the services shall continue at the same price and under the same
terms as established in the contract.
Page 19 of 21
SPECIAL PROVISIONS
(For Use Only with Inter-Governmental Contracts)
1. CONTROLLERS APPROVAL. CRS 24-30-202(I)
This contract shall not be deemed valid until it has been approved by the Controller of the State of Colorado or such
assistant as he may designate.
2. FUND AVAILABILITY. CRS 24-30-202(5.5)
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.
3. INDEMNIFICATION.
To the extent authorized by law, the Contractor shall indemnify, save, and hold harmless the State against any and all
claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or
omission by the Contractor,or its employees,agents,subcontractors,or assignees pursuant to the terms of this contract.
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 for the parties, 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
THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE.
NEITHER THE CONTRACTOR NOR ANY AGENT OR EMPLOYEE OF THE 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 TAX
AND LOCAL HEAD TAX ON ANY MONIES PAID BY THE STATE PURSUANT TO THIS CONTRACT. CONTRACTOR ACKNOWLEDGES THAT
THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE CONTRACTOR
OR 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 AGREEMENTS,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 THE ACTS OF THE
CONTRACTOR,ITS EMPLOYEES AND AGENTS.
5. NON-DISCRIMINATION.
The 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 the contract is capable of
execution.
At all times during the performance of this contract, the Contractor shall strictly adhere to all applicable federal and state
laws,rules,and regulations that have been or may hereafter be established.
7. 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 United States copyright laws or applicable licensing restrictions. The Contractor hereby
certifies that,for the term of this contract and any extensions,the Contractor has in place appropriate systems and controls to
prevent such improper use of public funds. If the State determines that the 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 the contract and any remedy consistent with United States copyright laws or applicable licensing restrictions.
8. EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 &CRS 24-50-507
The signatories aver that to their knowledge, no employee of the State of Colorado has any personal or beneficial interest
whatsoever in the service or property described herein.
Revised 4/1/04
HCPF LAN VERSION,4/1/04 Page 20 of 21
SPECIAL PROVISIONS
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
CONTRACTOR: STATE OF COLORADO:
BILL OWENS,GOVERNOR
Weld County Division of Human Services,Area Agency ,i jr?
on Aging by and through the Weld County Board of
Commissioners By v.^C.v
Legal Name of Contracting Entity pocz Kare einertson,Executive Director
Department of Health Care Policy and Financing
846000813D
Social Security Number or FEIN
1/ /ti1---' LEGAL REVIEW:
Signature of Authorized Officer John W.Suthers,Attorney General Ntf
By ' Pc
William H.Jerke JUN 13 2005
Weld County Board of Commissioners,Chair
Print Name&Title of Authorized Officer
40
CORPORATIONS: ./riw,�G/( , '`
(A corporate attestation is requi XX) , 7
8,1 ( �}
Attest(Seal)Bye .. , - E`, y�'�(�i pppppp 1
(Corporate Secretary or Equivalent,or Town/City/Coy TW )f' (Place corporate seal here,if available)
OlOr
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.
S ATE I NTROLLER:
Le a M.Shenefelt
By �� u
Date ' k 0
Revised 4/1104
HCPF LAN VERSION,4/1/04 Page 21 of 21
ale - 7a..3
OPTION LETTER
EXHIBIT A
Date: State Fiscal Year: Option Letter No.
SUBJECT: (Please indicate purpose by choosing one of the following)
1 - Option to renew only (for an additional term)
2 - Change in amount of goods in conjunction with renewal for additional term
3 - Level of service change in conjunction with renewal for additional term
In accordance with Paragraph(s) of contract routing number (Routing #), between the
State of Colorado, Department of Health Care Policy and Financing, and (contractor's name) the state
hereby exercises the option for an additional term of (include performance period here) at a cost/price
specified in Paragraph/Section/Provision , AND/OR an increase/decrease in the
amount of goods/services at the same rate(s) as specified in Paragraph/Schedule/Exhibit
The amount of the current Fiscal Year contract value is increased/decreased by ($ amount of
change) to a new contract value of ($ ) to satisfy services/goods ordered under the
contract for the current fiscal year (indicate Fiscal Year). The first sentence in
Paragraph/Section/Provision is hereby modified accordingly.
The total contract value to include all previous amendments, option letters, etc. is ($ ).
APPROVALS:
State of Colorado:
Bill Owens, Governor
By: Date:
Karen Reinertson, Executive Director
Colorado Department of Health Care Policy & Financing
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
Leslie M. Shenefelt
By:
Date:
HIPAA BUSINESS ASSOCIATE ADDENDUM
This Business Associate Addendum ("Addendum") is a part of the Contract dated June 1, 2005
between the Department of Health Care Policy and Financing and Weld County Division of
Human Services, Area Agency on Aging by and through the Weld County Board of
Commissioners, contract number 2305-9059. For purposes of this Addendum, the State is
referred to as "Covered Entity" or"CE" and the Contractor is referred to as "Associate". Unless
the context clearly requires a distinction between the Contract document and this Addendum, all
references herein to "the Contract" or"this Contract" include this Addendum.
RECITALS
A. CE wishes to disclose certain information to Associate pursuant to the terms of the
Contract, some of which may constitute Protected Health Information ("PHI") (defined
below).
B. CE and Associate intend to protect the privacy and provide for the security of PHI
disclosed to Associate pursuant to this Contract in compliance with the Health Insurance
Portability and Accountability Act of 1996, 42 U.S.C. § 1320d— 1320d-8 ("HIPAA") and
its implementing regulations promulgated by the U.S. Department of Health and Human
Services, 45 C.F.R. Parts 160 and 164 (the "Privacy Rule") and other applicable laws, as
amended.
C. As part of the HIPAA regulations, the Privacy Rule requires CE to enter into a contract
containing specific requirements with Associate prior to the disclosure of PHI, as set
forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the
Code of Federal Regulations ("C.F.R.") and contained in this Addendum.
The parties agree as follows:
A. Definitions.
1. 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.
2. "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
Page 1of10
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
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.
3. "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.
B. Obligations of Associate.
1. 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.
2. 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.
3. 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
Page 2 of 10
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
and physical safeguards appropriate to the size and complexity of the Associate's
operations and the nature and scope of its activities.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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
Page 3 of 10
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
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 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.
9. 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.
10. 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).
11. Data Ownership. Associate acknowledges that Associate has no ownership rights
with respect to the Protected Information.
12. 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
Page 4 of 10
Colorado Model BA Provision and
Addendum For New or Amended Contacts
Rev. 10/03
and shall continue to maintain the information required under Section 2(h) of this
Addendum for a period of six (6) years.
13. 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).
14. 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.
15. Audits, Inspection and Enforcement. Within ten (10) business days of a written
request by CE, Associate and its agents or subcontractors shall allow CE to
conduct a reasonable inspection of the facilities, systems, books, records,
agreements, policies and procedures relating to the use or disclosure of Protected
Information pursuant to this Addendum for the purpose of determining whether
Associate has complied with this Addendum; provided, however, that: (i)
Associate and CE shall mutually agree in advance upon the scope, timing and
location of such an inspection; (ii) CE shall protect the confidentiality of all
confidential and proprietary information of Associate to which CE has access
during the course of such inspection; and (iii) CE shall execute a nondisclosure
agreement, upon terms mutually agreed upon by the parties, if requested by
Associate. The fact that CE inspects, or fails to inspect, or has the right to inspect,
Associate's facilities, systems, books, records, agreements, policies and
procedures does not relieve Associate of its responsibility to comply with this
Addendum, nor does CE's (i) failure to detect or (ii) detection, but failure to
notify Associate or require Associate's remediation of any unsatisfactory
practices, constitute acceptance of such practice or a waiver of CE's enforcement
rights under the Contract.
16. 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.
17. Restrictions and Confidential Communications. Within ten (10) business days of
notice by CE of a restriction upon uses or disclosures or request for confidential
Page 5 of 10
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
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.
C. Obligations of CE.
1. 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.
2. 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 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.
D. Termination.
1. 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:
a. 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.
Page 6 of 10
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
b. 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.
c. 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.
d. 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.
2. 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.
3. Judicial or Administrative Proceedings. Either party may terminate the Contract,
effective immediately, if(i) the other party is named as a defendant in a criminal
proceeding for a violation of HIPAA, the HIPAA Regulations or other security or
privacy laws or (ii) a finding or stipulation that the other party has violated any
standard or requirement of HIPAA, the HIPAA Regulations or other security or
privacy laws is made in any administrative or civil proceeding in which the party
has been joined.
4. Effect of Termination.
a. 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.
b. If Associate believes that returning or destroying the Protected
Page 7 of 10
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
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.
E. 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.
F. 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.
G. Limitation of Liability. Any limitation of Associate's liability in the Contract shall be
inapplicable to the terms and conditions of this Addendum.
H. 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.
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.
J. Amendment.
1. 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
Page 8 of 10
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
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.
2. 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.
K. Assistance in Litigation or Administrative Proceedings. Associate shall make itself, and
any subcontractors, employees or agents assisting Associate in the performance of its
obligations under the Contract, available to CE, at no cost to CE up to a maximum of 30
hours, to testify as witnesses, or otherwise, in the event of litigation or administrative
proceedings being commenced against CE, its directors, officers or employees based
upon a claimed violation of HIPAA, the Privacy Rule or other laws relating to security
and privacy or PHI, except where Associate or its subcontractor, employee or agent is a
named adverse party.
L. 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.
M. 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.
1. Survival of Certain Contract Terms. Notwithstanding anything herein to the
contrary, Associate's obligations under Section 4(d) ("Effect of Termination")
and Section 12 ("No Third Party Beneficiaries") shall survive termination of this
Contract and shall be enforceable by CE as provided herein in the event of such
failure to perform or comply by the Associate. This Addendum shall remain in
effect during the term of the Contract including any extensions.
2. 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
Page 9 of 10
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
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: Barbara Ramsey
Title: Community Based Long Term Care Section
Manager
Department and Division: Department of Health Care Policy and Financing
Long Term Benefits Division
Address: 1570 Grant Street
Denver, Colorado 80203
Contractor/Business Associate Representative:
Name: Eva Jewell
Title: Director
Department and Division: Weld County Division of Human Services, Area
Agency on Aging by and through the Weld County
Board of Commissioners
Address: PO Box 1805
Greeley, Colorado 80632
Page 10 of 10
Colorado Model BA Provision and
Addendum For New or Amended Contracts
Rev. 10/03
ATTACHMENT A
This Attachment sets forth additional terms to the HIPAA Business Associate Addendum, which
is part of the Contract dated June 1, 2005, between the Department of Health Care Policy and
Financing and Weld County Division of Human Services, Area Agency on Aging by and
through the Weld County Board of Commissioners, contract number 2305-9059, ("Contract")
and is effective as of July 1, 2005 (the "Attachment Effective Date"). This Attachment may be
amended from time to time as provided in Section 10(b) of the Addendum.
1. Additional Permitted Uses. In addition to those purposes set forth in Section 2(a) of the
Addendum, Associate may use Protected Information as follows:
No additional permitted uses.
2. Additional Permitted Disclosures. In addition to those purposes set forth in Section 2(b)
of the Addendum, Associate may disclose Protected Information as follows:
No additional permitted disclosures.
3. Subcontractor(s). The parties acknowledge that the following subcontractors or agents of
Associate shall receive Protected Information in the course of assisting Associate in the
performance of its obligations under this Contract:
None.
4. Receipt. Associate's receipt of Protected Information pursuant to this Contract shall be
deemed to occur as follows, and Associate's obligations under the Addendum shall
commence with respect to such PHI upon such receipt:
Upon receipt of PHI from the Department.
5. Additional Restrictions on Use of Data. CE is a Business Associate of certain other
Covered Entities and, pursuant to such obligations of CE, Associate shall comply with
the following restrictions on the use and disclosure of Protected Information:
No additional restrictions on use of date.
6. Additional Terms. [This section may include specifications for disclosure format,
method of transmission, use of an intermediary, use of digital signatures or PIKI,
authentication, additional security of privacy specifications, de-identification or re-
identification of data and other additional terms]
Hello