HomeMy WebLinkAbout20240747.tiffRESOLUTION
RE: APPROVE AMERICAN RESCUE PLAN ACT (ARPA) GRANT AGREEMENT FOR
CASE MANAGEMENT AGENCIES (CMA) CARE AND CASE MANAGEMENT (CCM)
STABILIZATION SUPPORT GRANT PROJECT, AND AUTHORIZE CHAIR TO SIGN
ELECTRONICALLY
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 an American Rescue Plan Act (ARPA)
Grant Agreement for the Case Management Agencies (CMA) Care and Case Management
(CCM) Stabilization Support Grant Project between the County of Weld, State of Colorado, by
and through the Board of County Commissioners of Weld County, on behalf of the Department of
Human Services, and the Colorado Department of Health Care Policy and Financing,
commencing upon full execution of signatures, and ending September 30, 2024, with further terms
and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the American Rescue Plan Act (ARPA) Grant Agreement for the
Case Management Agencies (CMA) Care and Case Management (CCM) Stabilization Support
Grant Project between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Human Services, and 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 electronically sign said agreement.
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og /03 /211
2024-0747
HR0096
AMERICAN RESCUE PLAN ACT (ARPA) GRANT AGREEMENT FOR CASE MANAGEMENT
AGENCIES (CMA) CARE AND CASE MANAGEMENT (CCM) STABILIZATION SUPPORT
GRANT PROJECT
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 1st day of April, A.D., 2024.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTYLORAD.Q
ATTEST:
Weld County Clerk to the Board
BY.
�VN . tiau.uirt,k.
Deputy Clerk to the Board
ount ttorney
14 /4
Date of signature:
Keyi�'Dtoss, Chair
Perry L. B
c63,-4€
Pro-Tem
Mike Freeman
2024-0747
HR0096
Co��✓acklq## ict l0O
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Colorado Health Care Policy & Financing (HCPF) American Rescue Plan Act (ARPA)
Case Management Agencies Care and Case Management (CCM) Stabilization Support
Grant Agreement.
DEPARTMENT: Human Services DATE: March 25, 2024
PERSON REQUESTING: Jamie Ulrich, Director, Human Services
Brief description of the problem/issue: In response to the Case Management Agency (CMA) Request for
Proposal and award, known to the Board as Tyler ID# 2023-0543, HCPF offered a grant to support agencies
who have been awarded a CMA contract to assist with startup costs of the new program. The Board approved
the Department's request to submit an application for this grant, known as Tyler ID# 2023-2329 and
subsequently entered into a Colorado HCPF American Rescue Plan Act (ARPA) Grant Agreement for the
awarded funding, known as Tyler ID# 2023-3226.
As a result of the initial application for the HCPF ARPA Grant, the Department has been selected as a grantee,
and is requesting to enter into an agreement for the Case Management Agencies Care and Case Management
(CCM) Stabilization Support Grant funds. The funding from this grant will be used to enhance a software
system used for the CMA program and to offset other costs associated with the operations of the CMA.
What options exist for the Board?
• Approval of the Colorado HCPF ARPA Grant Agreement.
• Deny approval of the Colorado HCPF ARPA Grant Agreement.
Consequences: Weld County CMA would not receive the grant funding.
Impacts: Weld County CMA would not have additional funding for software updates and to help
offset other associated costs.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
• Total Grant Award = $132,000.00.
• Funded through Colorado Department of Health Care Policy & Financing (HCPF).
Pass -Around Memorandum; March 25, 2024 - CMS 7960
2024-0747
y/1 --112OO`�l0
Recommendation:
• Approval of the Grant Agreement and authorize the Chair to sign electronically.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck, Pro -Tern
Mike Freeman
Scott K. James
Kevin D. Ross, Chair
Lori Saine
OuuA-11mo
Cheryl Hoffman
From:
Sent:
To:
Cc:
Subject:
I approve
Perry Buck
Monday, March 25, 2024 3:00 PM
Kevin Ross; Cheryl Hoffman; Mike Freeman; Scott James; Lori Saine
Karla Ford; Esther Gesick; Cheryl Hoffman
RE: PA FOR ROUTING: AAA CMA CCM Grant Agreement (CMS 7960)
Perry L Buck
Weld County Commissioner at Large
Weld County
1150 "O" Street
Greeley, CO 80631
970-400-4206 (Work)
970-573-2377 (Cell)
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the
contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Kevin Ross <kross@weld.gov>
Sent: Monday, March 25, 2024 11:39 AM
To: Cheryl Hoffman <choffman@weld.gov>; Perry Buck <pbuck@weld.gov>; Mike Freeman <mfreeman@weld.gov>;
Scott James <sjames@weld.gov>; Lori Saine <Isaine@weld.gov>
Cc: Karla Ford <kford@weld.gov>; Esther Gesick <egesick@weld.gov>; Cheryl Hoffman <choffman@weld.gov>
Subject: Re: PA FOR ROUTING: AAA CMA CCM Grant Agreement (CMS 7960)
I approve
Kevin Ross
From: Cheryl Hoffman <choffman@weld.gov>
Sent: Monday, March 25, 2024 10:38:22 AM
To: Kevin Ross <kross@weld.gov>; Perry Buck <pbuck@weld.gov>; Mike Freeman <mfreeman@weld.gov>; Scott James
<siames@weld.gov>; Lori Saine <Isaine@weld.gov>
Cc: Karla Ford <kford@weld.gov>; Esther Gesick <egesick@weld.gov>; Cheryl Hoffman <choffman@weld.gov>
Subject: FW: PA FOR ROUTING: AAA CMA CCM Grant Agreement (CMS 7960)
Cheryl L. Hoffman Good morning, commissioners,
1
Cheryl Hoffman
From:
Sent:
To:
Cc:
Subject:
Mike Freeman
Monday, March 25, 2024 12:35 PM
Cheryl Hoffman
Kevin Ross; Perry Buck; Scott James; Lori Saine; Karla Ford; Esther Gesick
Re: PA FOR ROUTING: AAA CMA CCM Grant Agreement (CMS 7960)
Approve
Sent from my 'Phone
On Mar 25, 20 ?4, at 11:38 AM, Cheryl Hoffman <choffman@weld.gov>wrote:
Cheryl L. Hoffman Good morning, commissioners,
Could you p lease review the RUSH PASS AROUND for the Human Services
Departmen : and let me know if you approve of it being placed on the BOCC
Agenda?
Thanks so much!
Deputy Clerk to he Board
1150 O Street/P.'. Box 758
Greeley, CO 806. 2
Tel: (970) 400.4117
choffman@welcigov
From: Sara Adans <sadams@weld.gov>
Sent: Monday, March 25, 2024 11:16 AM
To: Cheryl Hoffman <choffman@weld.gov>; Karla Ford <kford@weld.gov>
Cc: Tanya Geis€ r <tgeiser@weld.gov>; Bruce Barker <bbarker@weld.gov>; Cheryl Pattelli
<cpattelli@weld.gov>; Chris D'Ovidio <cdovidio@weld.gov>; Esther Gesick <egesick@weld.gov>; HS -
Contract Mana ;ement<HS-ContractManagement@co.weld.co.us>; Karla Ford <kford@weld.gov>;
Lennie Bottorff <bottorll@weld.gov>; Tammy Maurer <maurertk@weld.gov>; Houstan Aragon
<haragon@wed.gov>
Subject: PA FOM ROUTING: AAA CMA CCM Grant Agreement (CMS 7960)
Good morninc Cheryl,
Please see the attached PA approved for routing to all five (5) Commissioners: AAA CMA
CCM Grant I greement (CMS 7960). This PA is urgent as we have a placeholder with
Houstan for Vednesday's agenda.
Thank you,
Cheryl Hoffman
From:
Sent:
To:
Cc:
Subject:
Approve - thanks
** Sent from my iPhone **
Scott James
Monday, March 25, 2024 11:54 AM
Cheryl Hoffman
Kevin Ross; Perry Buck; Mike Freeman; Lori Saine; Karla Ford; Esther Gesick
Re: PA FOR ROUTING: AAA CMA CCM Grant Agreement (CMS 7960)
Scott K. James
Weld County Commissioner, District 2
1150 O Street, P.O. Box 758, Greeley, Colorado 80632
970.336.7204 (Office)
970.381.7496 (Cell)
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning
the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
On Mar 25, 2024, at 11:38 AM, Cheryl Hoffman <choffman@weld.gov>wrote:
Cheryl L. Hoffman Good morning, commissioners,
Could you please review the RUSH PASS AROUND for the Human Services
Department and let me know if you approve of it being placed on the BOCC
Agenda?
Thanks so much!
Deputy Clerk to the Board
1150 0 Street/P.O. Box 758
Greeley, CO 80632
Tel: (970) 400.4227
1
Cheryl Hoffman
From:
Sent:
To:
Subject:
Lori Saine
Monday, March 25, 2024 5:08 PM
Cheryl Hoffman
FW: PA FOR ROUTING: AAA CMA CCM Grant Agreement (CMS 7960)
Can you put down tha I have some questions on this?
Lori Saine
Weld County Commissio ler, District 3
1150 O Street
PO Box 758
Greeley CO 80632
Phone: 970-400-4205
Fax: 970-336-7233
Email: Isai ne@weldgov.•.om
Website: www.co.weld.& o.us
In God We Trust
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclos ire. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the
contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Kevin Ross <kros@weld.gov>
Sent: Monday, March : 5, 2024 11:39 AM
To: Cheryl Hoffman <cf offman@weld.gov>; Perry Buck <pbuck@weld.gov>; Mike Freeman <rnfreeman@weld.gov>;
Scott James <sjames@-veld.gov>; Lori Saine <Isaine@weld.gov>
Cc: Karla Ford <kford@weld.gov>; Esther Gesick <egesick@weld.gov>; Cheryl Hoffman <choffman@weld.gov>
Subject: Re: PA FOR RCUTING: AAA CMA CCM Grant Agreement (CMS 7960)
I approve
Kevin Ross
From: Cheryl Hoffman-:choffman@weld.gov>
Sent: Monday, March 3, 2024 10:38:22 AM
To: Kevin Ross <kross@ vveld.g`ov>; Perry Buck <pbuck@weld.gov>; Mike Freeman <mfreeman@weld.gov>; Scott James
<siames@weld.gov>; L.ri Saine <Isaine@weld.gov>
1
SO
COLORADO
Department of Health Care
Policy & Financing
CO HCPF ARPA GRANT AGREEMENT
Case Management Agencies (CMA) Stabilization Grant
Wednesday, April 3, 2024
The Colorado Department of Health Care Policy & Financing (CO HCPF) has selected you as a
grantee for the "Case Management Agencies Care and Case Management (CCM)
Stabilization Support Grant" Project.
This form is the Grant Agreement which outlines the terms and conditions you must agree to prior
to invoicing for payment and receiving grant funds. Public Consulting Group (PCG) is acting as
the "Fiscal Agent" for this grant program, meaning PCG is disbursing the funding on behalf of CO
HCPF. As a result, the Grant Agreement is between you and PCG.
After reviewing the terms and conditions on the following pages (including the embedded links to
the Exhibits) please affirm agreement to the terms and conditions, attest that you are the
authorized signer, and complete the signature and date fields on the final page. You must sign
within 10 business days of receipt.
Once you sign, PCG will counter sign and issue an executed version of the Grant Agreement to
you and CO HCPF.
If you have any questions, please contact COARPA@pcgus.com or 857-302-7425
Granting State Agency and Agreement Details
Grantee Weld County DHS-AAA
Agreement Number CMAStabilization23-010
Granting State Agency Colorado Department of Health Care Policy and Financing
Fiscal Agent Public Consulting Group LLC
Agreement Performance Beginning 04/03/2024
Date
Project End Date 9/30/2024
Grantee Subrecipient Determination
The Grantee is not identified as a subrecipient for this grant, and will not be required to comply with the
Subrecipient requirements in accordance with Exhibit D, Federal Provisions, §8 and §12
Agreement Authority
This grant is entered into under the American Rescue Plan Act
Agreement Purpose
This funding will provide support to CMAs for unexpected costs outside of previous funding
opportunities or existing reimbursement structure during transitions to implement CMRD, to
support staff retention, assist with data clean-up in the CCM, digitization and/or storage of
documents and unexpected demands related to the Public Health Emergency Unwind.
There are four areas of focus:
1. CCM User Staff Retention
2. Records Digitization
3. Temporary or new Staffing
4. Software Requests
Agreement Amount
Agreement Maximum Amount
Final Invoice Submission Date
$132,000.00
9/30/2024
Exhibits and Order of Precedence
Select links below for more information
The following Exhibits and attachments are included with this Agreement:
1. Exhibit A, Statement of Work.
2. Exhibit B, Sample Options Letter- N/A
3. Exhibit C, Budget. Embedded below.
4. Exhibit D, Federal Provisions.
5. Exhibit E, HIPAA Business Associates Addendum.- Not Applicable
In the event of a conflict or inconsistency between this Agreement and any Exhbit or attachment,
such conflict or inconsistency shall be resolved by reference to the documents in the following
order of priority:
1. Exhibit D, Federal Provisions.
2. Exhibit E, HIPAA Business Associates Addendum- Not Applicable
3. Colorado Special Provisions in 18 of the main body of this Agreement.
4. The provisions of the other sections of the main body of this Agreement
5. Exhibit A, Statement of Work.
6. Exhibit B, Sample Option Letter.
7. Exhibit C, Budget.
Exhibit C, Budget
The Grantee shall be reimbursed for expenses paid with supporting documentation. Invoice
payments shall be capped at the amounts included in the budget in Grant Application approved
by HCPF, as included in herein Exhibit C and subject to the limitations outlined in Exhibit A. The
Grantee will submit for reimbursement at most once per month and no later than 60 days after
payment of the expense. The final invoice must be submitted no later than September 30, 2024.
2
Retention Payments
Retention Payments Narrative Description
na
Retention Payments Direct Cost Total $0
Records Digitization
Records Digitization Narrative
na
Records Digitization Direct Cost Total SO
Software
Software Narrative
Upgrade Chocolate Software System; rec'd software quote
Software Direct Cost Total $22,474.00
New or Temporary Staff
New or Temporary Staff Narrative
2 supervior staff positions at 39.62/hour 40 hrs a week for 6 months with full benefits
New or Temporary Staff Direct Cost $97,526.00
Total
Total Direct Cost
Direct Cost Total
Total Indirect Cost
Indirect Cost Total
Total Project Costs
Total Project Costs
Principal Representatives
Grantee
$120,000.00
$12,000.00
$132,000.00
Grantee Organization Weld County DHS-AAA
Grantee Representative First Name Kevin
Grantee Representative Last Name Ross
3
Grantee Address
Grantee Street Address 315 N 11th Ave
Grantee City Greeley
Grantee State/Province Co
Grantee Postal/Zip Code 80631
Grantee Email kmorrison@weldgov.com
Principal Representatives Continued
Fiscal Agent:
Fiscal Representative Katie Bright
Fiscal Agent Organization Public Consulting Group LLC
Fiscal Address 148 State Street, 10th Floor
Fiscal City, State, Zip Boston, Massachusetts 02109-2589
Fiscal Email COARPA@pcgus.com
Terms and Conditions
Please scroll through to the bottom and then affirm agreement by checking the box below
1. PARTIES
This Agreement is entered into by and between Grantee named on the Cover Page for this Agreement (the
"Grantee"), and the Fiscal Agent named on the Cover Page for this Agreement (the "Fiscal Agent") acting
on behalf of the Granting State Agency named on the Cover Page for this Agreement (the "State"). Grantee
and the Fiscal Agent agree to the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and the Grant Funds shall be
expended by the Project End Date shown on the Signature and Cover Page for this Agreement. Neither the
Fiscal Agent nor the State shall not be bound by any provision of this Agreement before the Effective Date
and shall have no obligation to pay Grantee for any Work performed or expense incurred before the
Effective Date or after the Project End Date.
B. Initial Term
The Parties' respective performances under this Agreement shall commence on the Agreement
Performance Beginning Date shown on the Cover Page for this Agreement and shall terminate on the
Project End Date shown on the Cover Page for this Agreement (the "Initial Term") unless sooner
terminated or further extended in accordance with the terms of this Agreement.
C. Extension Terms — Fiscal Agent's Option
The Fiscal Agent, at its discretion and with approval by the State, shall have the option to extend the
performance under this Agreement beyond the Initial Term for a period, or for successive periods, of one
year or less at the same rates and under the same terms specified in this Agreement (each such period an
"Extension Term"). In order to exercise this option, the Fiscal Agent shall provide written notice to the
Grantee in a form substantially equivalent to Sample Option Letter attached to this Agreement.
D. Early Termination in the Public Interest
The Fiscal Agent is entering into this Agreement on behalf of the State to serve the public interest of the
State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to
4
further the public interest of the State, the Fiscal Agent, at the direction of the State, may terminate this
Agreement in whole or in part. A determination that this Agreement should be terminated in the public
interest shall not be equivalent to a right to terminate for convenience. This subsection shall not apply to a
termination of this Agreement for breach by Grantee, which shall be governed by §13. A.i.
i. Method and Content
The Fiscal Agent shall notify Grantee of such termination in accordance with §15. The notice shall specify
the effective date of the termination and whether it affects all or a portion of this Agreement, and shall
include, to the extent practicable, the public interest justification for the termination.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Grantee shall be subject to the
rights and obligations set forth in §13.A.i.a
iii. Payments
If the Fiscal Agent terminates this Agreement in the public interest, the Fiscal Agent shall pay Grantee an
amount equal to the percentage of the total reimbursement payable under this Agreement that
corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the
Fiscal Agent, less payments previously made. Additionally, if this Agreement is less than 60% completed,
as determined by the Fiscal Agent, the Fiscal Agent may reimburse Grantee for a portion of actual out-of-
pocket expenses, not otherwise reimbursed under this Agreement, incurred by Grantee which are directly
attributable to the uncompleted portion of Grantee's obligations, provided that the sum of any and all
reimbursement shall not exceed the maximum amount payable to Grantee hereunder and the State
approved such payment.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Agreement" means this agreement, including all attached Exhibits, all documents incorporated by
reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. "Breach of Agreement" means the failure of a Party to perform any of its obligations in accordance with
this Agreement, in whole or in part or in a timely or satisfactory manner. The institution of proceedings
under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment
of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within
30 days after the institution of such proceeding, shall also constitute a breach. If Grantee is debarred or
suspended under X24-109-105, C.R.S. at any time during the term of this Agreement, then such debarment
or suspension shall constitute a breach.
C. "Budget" means the budget for the Work described in Exhibit C.
D. "Business Day" means any day in which the State is open and conducting business, but shall not include
Saturday, Sunday or any day on which the State observes one of the holidays listed in X24-11-101(1),
C.R.S.
E. "CJI" means criminal justice information collected by criminal justice agencies needed for the
performance of their authorized functions, including, without limitation, all information defined as criminal
justice information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice
Information Services Security Policy, as amended and all Criminal Justice Records as defined under §24-
72-302, C.R.S.
F. "CORA" means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S.
G. "Effective Date" means the date on which this the last Party signs this Agreement.
H. "End of Term Extension" means the time period defined in 2.D.
I. "Exhibits" means the exhibits and attachments included with this Agreement as shown on the Cover
Page for this Agreement.
J. "Extension Term" means the time period defined in §2.C.
K. "Goods" means any movable material acquired, produced, or delivered by Grantee as set forth in this
Agreement and shall include any movable material acquired, produced, or delivered by Grantee in
connection with the Services.
L. "Grant Funds" means the funds that have been appropriated, designated, encumbered, or otherwise
made available for payment by the Fiscal Agent under this Agreement.
M. "Incident" means.any accidental or deliberate event that results in or constitutes an imminent threat of
the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications
or information resources of the State, which are included as part of the Work, as described in §§24-37.5-
401, et seq. C.R.S. Incidents include, without limitation, (i) successful attempts to gain unauthorized
access to a State system or State Records regardless of where such information is located; (ii) unwanted
disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of
data; or (iv) changes to State system hardware, firmware, or software characteristics without the State's
5
knowledge, instruction, or consent.
N. "Initial Term" means the time period defined in §2.B.
O. "Member" means any individual enrolled in the Colorado Medicaid program, State General Fund
program, Colorado's CHP+ program or the Colorado Indigent Care Program, as determined by the
Department
P. "Party" means the Fiscal Agent or Grantee, and "Parties" means both the Fiscal Agent and Grantee.
Q. "PCI" means payment card information including any data related to credit card holders' names, credit
card numbers, or other credit card information as may be protected by state or federal law.
R. "PII" means personally identifiable information including, without limitation, any information maintained
by the State about an individual that can be used to distinguish or trace an individual's identity, such as
name, social security number, date and place of birth, mother's maiden name, or biometric records; and
any other information that is linked or linkable to an individual, such as medical, educational, financial, and
employment information. PII includes, but is not limited to, all information defined as personally
identifiable information in §§24-72-501 and 24-73-101, C.R.S.
S. "PHI" means any protected health information, including, without limitation 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. PHI includes, but is not limited to, any information defined as Individually Identifiable Health
Information by the federal Health Insurance Portability and Accountability Act.
T. "Services" means the services to be performed by Grantee as set forth in this Agreement, and shall
include any services to be rendered by Grantee in connection with the Goods.
U. "State Confidential Information" means any and all State Records not subject to disclosure under CORA.
State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and
State personnel records not subject to disclosure under CORA. State Confidential Information shall not
include information or data concerning individuals that is not deemed confidential but nevertheless
belongs to the State, which has been communicated, furnished, or disclosed by the State to Grantee which
(i) is subject to disclosure pursuant to CORA; (ii) is already known to Grantee without restrictions at the
time of its disclosure to Grantee; (iii) is or subsequently becomes publicly available without breach of any
obligation owed by Grantee to the State; (iv) is disclosed to Grantee, without confidentiality obligations, by
a third party who has the right to disclose such information; or (v) was independently developed without
reliance on any State Confidential Information.
V. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to
§24-30-202(13)(a), C.R.S.
W. "State Fiscal Year" means a 12 month period beginning on July 1 of each calendar year and ending on
June 30 of the following calendar year. If a single calendar year follows the term, then it means the State
Fiscal Year ending in that calendar year.
X. "State Records" means any and all State data, information, and records, regardless of physical form,
including, but not limited to, information subject to disclosure under CORA.
Y. "Subcontractor" means third -parties, if any, engaged by Grantee to aid in performance of the Work.
"Subcontractor" also includes sub -grantees of grant funds.
Z. "Tax Information" means federal and State of Colorado tax information including, without limitation,
federal and State tax returns, return information, and such other tax -related information as may be
protected by federal and State law and regulation. Tax Information includes, but is not limited to all
information defined as federal tax information in Internal Revenue Service Publication 1075.
AA. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards.
BB. "Work" means the Goods delivered and Services performed pursuant to this Agreement.
CC. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished,
including drafts. Work Product includes, but is not limited to, documents, text, software (including source
code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs,
negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how,_
information, and any other results of the Work. "Work Product" does not include any material that was
developed prior to the Effective Date that is used, without modification, in the performance of the Work.
Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as
defined in that Exhibit.
4. STATEMENT OF WORK
Grantee shall complete the Work as described in this Agreement and in accordance with the provisions of
6
Exhibit A. The Fiscal Agent shall have no liability to compensate Grantee for the delivery of any goods or
the performance of any services that are not specifically set forth in this Agreement.
5. PAYMENTS TO GRANTEE
A. Maximum Amount
Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The Fiscal Agent
shall not pay Grantee any amount under this Agreement that exceeds the Agreement Maximum for each
State Fiscal Year shown on the Cover Page of this Agreement.
B. Payment Procedures
i. Invoices and Payment
a. Grantee shall initiate payment requests by invoice to the Fiscal Agent. By the 15th calendar day of each
month, Grantees must submit the previous month's invoice to the Fiscal Agent for reimbursement.
Invoices received after the 15th will be treated as inaccurate or incomplete.
b. The Fiscal Agent shall review the invoice for accuracy. Any inaccuracies will be communicated to the
grantee and resolved prior to payment. The Fiscal Agent shall pay the Grantee in the amounts and in
accordance with the schedule and other conditions set forth in Exhibit A and Exhibit C. Grantees will
receive one payment per month following invoice submission, review, and approval.
c. Payment for deliverables requiring the State's approval must be accompanied by documentation of that
approval, as indicated on the invoice form prior to the invoice being considered accurate and complete.
Deliverables requiring submission to the Fiscal Intermediary for payment must be accurate and complete
prior to payment.
d. If a Grantee submits an inaccurate or incomplete invoice, or an inaccurate or incomplete deliverable
necessary for invoice payment, the Fiscal Agent will communicate the inaccuracy to the Grantee and
revise prior to payment. If a Grantee disputes the Fiscal Agent's review, or if the Grantee has submitted a
late invoice, the Fiscal Agent will submit the invoice to the Department for resolution.
e. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables
provided under this Agreement.
ii. Payment Disputes
If a Grantee claims they have not received a payment that has been disbursed by the Fiscal Agent to the
bank account provided by the Grantee, the Fiscal Agent will hold a virtual meeting with the Grantee via
Teams or Zoom to review their banking information. The Fiscal Agent will present the banking information
provided by the Grantee in the meeting and confirm its accuracy. If accurate, the Fiscal Agent will request
the Grantee to share their electronic banking history for the date of the deposit and the account in
question in order to verify whether or not funds were received. If funds were not received and the banking
information is correct, the Fiscal Agent will contact Wells Fargo to escalate the payment inquiry. If upon
review of the banking information, the Grantee confirms they provided inaccurate banking information and
the funds were returned to the Fiscal Agent's bank, Wells Fargo, by the receiving bank due to the receiving
bank's failure to locate the account, the Fiscal Agent will obtain revised banking information from Grantee
and reissue payment. If the funds were not returned to Wells Fargo by the receiving bank, it is possible that
the funds were routed to the incorrect account due the Grantee's failure to provide accurate banking
information. If the funds were deposited into an incorrect account, the Fiscal Agent will submit a request
to Wells Fargo to retrieve the funds; however, the success of funds retrieval is solely dependent upon the
corporation of the recipient bank. The Fiscal Agent will not be held responsible for funds distribution to an
incorrect account due to a Grantee's failure to provide accurate banking information, and any amounts that
are unable to be retrieved will not be paid to Grantee by the Fiscal Agent or the State. The Fiscal Agent will
receive banking information from Grantees "as is" and will rely upon its accuracy as submitted upon
initiation of funds disbursement.
If a Grantee claims they received payment for an incorrect award amount, the Fiscal Agent will hold a
virtual meeting with the Grantee via Teams or Zoom to review their grant award and payment history. If,
upon review, an error was made in payment and the Grantee received less than their correct award
amount, the Fiscal Agent will initiate payment for the additional funds due. If the Grantee received more
than their correct award amount, the Fiscal Agent will collaborate with the State to determine the method
of recoupment, whether that be direct EFT of overpayment from the Grantee back to the Fiscal Agent, or
recoupment of overpayment against a future grant award.
iii. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year.
Payment to Grantee beyond the current State Fiscal Year is contingent on the appropriation and continuing
availability of Grant Funds in any subsequent year. If federal funds or funds from any other non -State funds
constitute all or some of the Grant Funds, the Fiscal Agent's obligation to pay Grantee on behalf of the
State shall be contingent upon such non -State funding continuing to be made available for payment.
Payments to be made pursuant to this Agreement shall be made only from Grant Funds, and the Fiscal
Agent's liability for such payments shall be limited to the amount remaining of such Grant Funds. If State,
federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the
Fiscal Agent may, upon written notice, terminate this Agreement, in whole or in part, without incurring
further liability. The Fiscal Agent shall, however, remain obligated to pay for Services and Goods that are
delivered and accepted prior to the effective date of notice of termination, and this termination shall
otherwise be treated as if this Agreement were terminated in the public interest as described in §2.D.
C. Close -Out
To complete close-out, Grantee shall submit to the Fiscal Agent all deliverables (including supporting
documentation) as defined in this Agreement and Grantee's final reimbursement request or invoice.
Grantee shall close out this Award within 15 days after the Project End Date shown on the Signature and
Cover Page for this Agreement. If a Grantee does not close-out their Grant Agreement withiri the identified
timeline, the Department may prohibit the Grantee from participating in future grant programs.
6. GRANTEE REPRESENTATIONS
A. The Grantee represents that all information, documents, and records supplied to the Fiscal Agent or to
the State will be complete and accurate. The Fiscal Agency and the State are entitled to rely upon the
information, documents and records supplied by the Grantee and are not responsible for any errors or
omissions.
B. The Grantee represents that it is registered to do business in the State of Colorado and that it is not
presently debarred, proposed for debarment, declared ineligible, or suspended under the Colorado
Procurement Code, or excluded from receiving federal funds as shown in the federal System for Award
Management or any successor system.
C. The Grantee shall notify the Fiscal Agent immediately if for any reason the representations in this
Section 6 are no longer true. Upon such notification, the Fiscal Agent, at the direction of the State, shall
have the right to terminate this Agreement immediately, without notice. or institute any other remedy in
this Agreement as of the date that the representation becomes untrue.
7. REPORTING - NOTIFICATION
A. Litigation Reporting
If Grantee is served with a pleading or other document in connection with an action before a court or other
administrative decision making body, and such pleading or document relates to this Agreement or may
affect Grantee's ability to perform its obligations under this Agreement, Grantee shall, within ten days after
being served, notify the Fiscal Agent of such action and deliver copies of such pleading or document to
the Fiscal Agent's Principal Representative identified on the Cover Page for this Agreement.
8. GRANTEE RECORDS
A. Maintenance
Grantee shall make, keep, maintain, and allow inspection and monitoring by the Fiscal Agent and the State
of a complete file of all records, documents, communications, notes and other written materials,
electronic media files, and communications, pertaining in any manner to the Work or the delivery of
Services (including, but not limited to the operation of programs) or Goods hereunder. Grantee shall
maintain such records for a period (the "Record Retention Period") of three years following the date of
submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually,
from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim, or
audit related to this Award starts before expiration of the Record Retention Period, the Record Retention
Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by
the State. The State a cognizant agency for audit, oversight or indirect costs, and the Fiscal Agent, may
notify Grantee in writing that the Record Retention Period shall be extended. For records for real property
and equipment, the Record Retention Period shall extend three years following final disposition of such
property.
B. Inspection
Grantee shall permit the Fiscal Agent, the State, the federal government, and any other duly authorized
agent of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Grantee Records
during the Record Retention Period. Grantee shall make Grantee Records available during normal business
hours at Grantee's office or place of business, or at other mutually agreed upon times or locations, upon
no fewer than two Business Days' notice from the State, unless the State determines that a shorter period
of notice, or no notice, is necessary to protect the interests of the State.
C. Monitoring
The Fiscal Agent will monitor Grantee's performance of its obligations under this Agreement using
procedures as determined by the Fiscal Agent. The State, federal government, and any other duly
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authorized agent of a governmental agency, in its discretion, may monitor Grantee's performance of its
obligations under this Agreement using procedures as determined by that governmental entity. The Fiscal
Agent shall have the right, in its sole discretion, to change its monitoring procedures and requirements at
any time during the term of this Agreement. The Fiscal Agent shall monitor Grantee's performance in a
manner that does not unduly interfere with Grantee's performance of the Work.
D. Final Audit Report
Grantee shall promptly submit to the Fiscal Agent a copy of any final audit report of an audit performed on
Grantee's records that relates to or affects this Agreement or the Work, whether the audit is conducted by
Grantee or a third party.
9. CONFIDENTIAL INFORMATION -STATE RECORDS
A. Confidentiality
Grantee shall keep confidential, and cause all Subcontractors to keep confidential, all State Records,
unless those State Records are publicly available. Grantee shall not, without prior written approval of the
State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State
Records, except as otherwise stated in this Agreement, permitted by law or approved in writing by the
State. Grantee shall provide for the security of all State Confidential Information in accordance with all
policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies,
publications, and guidelines. If Grantee or any of its Subcontractors will or may receive the following types
of data, Grantee or its Subcontractors shall provide for the security of such data according to the
following: (i) the most recently promulgated IRS Publication 1075 for all Tax Information and in
accordance with the Safeguarding Requirements for Federal Tax Information attached to this Agreement
as an Exhibit, if applicable; (ii) the most recently updated PCI Data Security Standard from the PCI Security
Standards Council for all PCI; (iii) the most recently issued version of the U.S. Department of Justice,
Federal Bureau of Investigation, Criminal Justice Information Services Security Policy for all CJI; and (iv)
the federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA Business
Associate Agreement attached to this Agreement, if applicable. Grantee shall immediately forward any
request or demand for State Records to the State's Principal Representative.
B. Other Entity Access and Nondisclosure Agreements
Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to
perform the Work, but shall restrict access to State Confidential Information to those agents, employees,
assigns and Subcontractors who require access to perform their obligations under this Agreement.
Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing
nondisclosure provisions at least as protective as those in this Agreement, and that the nondisclosure
provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State
Confidential Information. Grantee shall provide copies of those signed nondisclosure provisions to the
State upon execution of the nondisclosure provisions.
C. Use, Security, and Retention
Grantee shall use, hold and maintain State Confidential Information in compliance with any and all
applicable laws and regulations in facilities located within the United States, and shall maintain a secure
environment that ensures confidentiality of all State Confidential Information wherever located. Grantee
shall provide the State with access, subject to Grantee's reasonable security requirements, for purposes of
inspecting and monitoring access and use of State Confidential Information and evaluating security
control effectiveness. Upon the expiration or termination of this Agreement, Grantee shall return State
Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as
directed by the State. If Grantee is prevented by law or regulation from returning or destroying State
Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such
State Confidential Information.
D. Incident Notice and Remediation
If Grantee becomes aware of any Incident, it shall notify the Fiscal Agent immediately and cooperate with
the Fiscal Agent and the State regarding recovery, remediation, and the necessity to involve law
enforcement, as determined by the Fiscal Agent and the State. Unless Grantee can establish that none of
Grantee or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident,
Grantee shall be responsible for the cost of notifying each person who may have been impacted by the
Incident. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident
in the future as directed by the Fiscal Agent and the State, which may include, but is not limited to,
developing, and implementing a remediation plan that is approved by the State at no additional cost to the
State. The Fiscal Agent and the State may adjust or direct modifications to this plan, in its sole discretion
and Grantee shall make all modifications as directed by the Fiscal Agent and the State. If Grantee cannot
produce its analysis and plan within the allotted time, the Fiscal Agent and the State, in their sole
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discretion, may perform such analysis and produce a remediation plan, and Grantee shall reimburse the
Fiscal Agent and the State for the reasonable costs thereof.
E. Safeguarding PII
If Grantee or any of its Subcontractors will or may receive PII under this Agreement, Grantee shall provide
for the security of such PII, in a manner and form acceptable to the Fiscal Agent and the State, including,
without limitation, State non -disclosure requirements, use of appropriate technology, security practices,
computer access security, data access security, data storage encryption, data transmission encryption,
security inspections, and audits. Grantee shall be a "Third -Party Service Provider" as defined in §24-73-
103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq.,
C.R.S.
10. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any
way with the full performance of the obligations of Grantee under this Agreement. Such a conflict of
interest would arise when a Grantee or Subcontractor's employee, officer or agent were to offer or provide
any tangible personal benefit to an employee of the State, or any member of his or her immediate family or
his or her partner, related to the award of, entry into, or management or oversight of this Agreement.
B. Apparent Conflicts of Interest
Grantee acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest
shall be harmful to the Fiscal Agent's and the State's interests. Absent the Fiscal Agent's prior written
approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be
in conflict with the full performance of Grantee's obligations under this Agreement.
C. Disclosure to the Fiscal Agent
If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the
appearance of a conflict has arisen, Grantee shall submit to the Fiscal Agent a disclosure statement
setting forth the relevant details for the Fiscal Agent's consideration. Failure to promptly submit a
disclosure statement or to follow the Fiscal Agent's direction in regard to the actual or apparent conflict
constitutes a breach of this Agreement.
11. INSURANCE
Grantee shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain,
insurance as specified in this section at all times during the term of this Agreement. All insurance policies
required by this Agreement that are not provided through self-insurance shall be issued by insurance
companies as approved by the Fiscal Agent.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability insurance covering
all Grantee or Subcontractor employees acting within the course and scope of their employment.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage, independent
contractors, products and completed operations, blanket contractual liability, personal injury, and
advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any one fire.
C. Additional Insured
The Fiscal Agent and the State shall be named as additional insured on all commercial general liability
policies (leases and construction contracts require additional insured coverage for completed operations)
required of Grantee and Subcontractors.
D. Primacy of Coverage
Coverage required of Grantee and each Subcontractor shall be primary and noncontributory over any
insurance or self-insurance program carried by Grantee, the Fiscal Agent, or the State.
E. Cancellation
All commercial insurance policies shall include provisions preventing cancellation or non -renewal, except
for cancellation based on non-payment of premiums, without at least 30 days prior notice to Grantee and
Grantee shall forward such notice to the Fiscal Agent in accordance with §15 within seven days of
Grantee's receipt of such notice.
F. Subrogation Waiver
All commercial insurance policies secured or maintained by Grantee or its Subcontractors in relation to
this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under
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subrogation or otherwise against Grantee, Fiscal Agent, or the State, its agencies, institutions,
organizations, officers, agents, employees, and volunteers.
G. Public Entities
If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §§24-10-
101, et seq., C.R.S. (the "GIA"), Grantee shall maintain, in lieu of the liability insurance requirements stated
above, at all times during the term of this Agreement such liability insurance, by commercial policy or self-
insurance, as is necessary to meet its liabilities under the GIA. If a Subcontractor is a public entity within
the meaning of the GIA, Grantee shall ensure that the Subcontractor maintain at all times during the terms
of this Grantee, in lieu of the liability insurance requirements stated above, such liability insurance, by
commercial policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the
GIA.
H. Certificates
For each commercial insurance plan provided by Grantee under this Agreement, Grantee shall provide to
the Fiscal Agent certificates evidencing Grantee's insurance coverage required in this Agreement within
seven Business Days following the Effective Date. Grantee shall provide to the Fiscal Agent certificates
evidencing Subcontractor insurance coverage required under this Agreement within seven Business Days
following the Effective Date, except that, if Grantee's subcontract is not in effect as of the Effective Date,
Grantee shall provide to the Fiscal Agent certificates showing Subcontractor insurance coverage required
under this Agreement within seven Business Days following Grantee's execution of the subcontract. No
later than 15 days before the expiration date of Grantee's or any Subcontractor's coverage, Grantee shall
deliver to the Fiscal Agent certificates of insurance evidencing renewals of coverage. At any other time
during the term of this Agreement, upon request by the Fiscal Agent, Grantee shall, within seven Business
Days following the request by the Fiscal Agent, supply to the Fiscal Agent evidence satisfactory to the
Fiscal Agent of compliance with the provisions of this section.
12. BREACH OF AGREEMENT
In the event of a Breach of Agreement, the aggrieved Party shall give written notice of Breach of
Agreement to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30
days after the delivery of written notice, the Party may exercise any of the remedies as described in §13
for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion,
need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part
or institute any other remedy in this Agreement in order to protect the public interest of the State; or if
Grantee is debarred or suspended under §24-109-105, C.R.S., the Fiscal Agent, in its discretion, need not
provide notice or cure period and may terminate this Agreement in whole or in part or institute any other
remedy in this Agreement as of the date that the debarment or suspension takes effect.
13. REMEDIES
A. Fiscal Agent's Remedies
If Grantee is in breach under any provision of this Agreement and fails to cure such breach, the Fiscal
Agent, following the notice and cure period set forth in §12, shall have all of the remedies listed in this
section in addition to all other remedies set forth in this Agreement or at law. The Fiscal Agent may
exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively.
i. Termination for Breach
In the event of Grantee's uncured breach, the Fiscal Agent may terminate this entire Agreement or any part
of this Agreement. Grantee shall continue performance of this Agreement to the extent not terminated, if
any.
a. Obligations and Rights
To the extent specified in any termination notice, Grantee shall not incur further obligations or render
further performance past the effective date of such notice, and shall terminate outstanding orders and
subcontracts with third parties. However, Grantee shall complete and deliver to the Fiscal Agent all Work
not cancelled by the termination notice, and may incur obligations as necessary to do so within this
Agreement's terms. At the request of the Fiscal Agent, Grantee shall assign to the Fiscal Agent or the
State, as directed by the Fiscal Agent, all of Grantee's rights, title, and interest in and to such terminated
orders or subcontracts. Upon termination, Grantee shall take timely, reasonable and necessary action to
protect and preserve property in the possession of Grantee but in which the Fiscal Agent or the State has
an interest. At the Fiscal Agent's request, Grantee shall return materials owned by the State in Grantee's
possession at the time of any termination. Grantee shall deliver all completed Work Product and all Work
Product that was in the process of completion to the Fiscal Agent at the Fiscal Agent's request.
b. Payments
Notwithstanding anything to the contrary, the Fiscal Agent shall only pay Grantee for accepted Work
received as of the date of termination. If, after termination by the Fiscal Agent, the Fiscal Agent agrees
that Grantee was not in breach or that Grantee's action or inaction was excusable, such termination shall
be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if
this Agreement had been terminated in the public interest under §2.D.
c. Damages and Withholding
Notwithstanding any other remedial action by the Fiscal Agent, Grantee shall remain liable to the Fiscal
Agent and the State for any damages sustained by the Fiscal Agent or the State in connection with any
breach by Grantee, and the Fiscal Agent may withhold payment to Grantee for the purpose of mitigating
the Fiscal Agent and the State's damages until such time as the exact amount of damages due to the
Fiscal Agent and the State from Grantee is determined. The Fiscal Agent may withhold any amount that
may be due Grantee as the Fiscal Agent deems necessary to protect the Fiscal Agent and the State
against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred
by the Fiscal Agent or the State in procuring from third parties replacement Work as cover.
ii. Remedies Not Involving Termination
The Fiscal Agent, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Performance
Suspend Grantee's performance with respect to all or any portion of the Work pending corrective action as
specified by the State without entitling Grantee to an adjustment in price or cost or an adjustment in the
performance schedule. Grantee shall promptly cease performing Work and incurring costs in accordance
with the Fiscal Agent's directive, and neither the Fiscal Agent nor the State shall not be liable for costs
incurred by Grantee after the suspension of performance.
b. Withhold Payment
Withhold payment to Grantee until Grantee corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Grantee's actions or inactions, cannot be performed
or if they were performed are reasonably of no value to the Fiscal Agent or the State; provided, that any
denial of payment shall be equal to the value of the obligations not performed.
d. Removal
Demand immediate removal of any of Grantee's employees, agents, or Subcontractors from the Work
whom the Fiscal Agent deems incompetent, careless, insubordinate, unsuitable, or otherwise
unacceptable or whose continued relation to this Agreement is deemed by the Fiscal Agent to be contrary
to the public interest or the State's best interest.
e. Intellectual Property
If any Work infringes, or if the Fiscal Agent in its sole discretion determines that any Work is likely to
infringe, a patent, copyright, trademark, trade secret or other intellectual property right, Grantee shall, as
approved by the Fiscal Agent (i) secure that right to use such Work for the State and Grantee; (ii) replace
the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (iii) remove any
infringing Work and refund the amount paid for such Work to the Fiscal Agent.
B. Grantee's Remedies
If the Fiscal Agent is in breach of any provision of this Agreement and does not cure such breach, Grantee,
following the notice and cure period in §12 and the dispute resolution process in §14 shall have all
remedies available at law and equity.
14. DISPUTE RESOLUTION
A. State Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement
which cannot be resolved by the designated Agreement representatives shall be referred in writing to a
staff member designated by the State for resolution.
15. NOTICES AND REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover Page for this Agreement shall be the
principal representative of the designating Party. All notices required or permitted to be given under this
Agreement shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or
registered mail to such Party's principal representative at the address set forth below or (C) as an email
with read receipt requested to the principal representative at the email address, if any, set forth on the
Cover Page for this Agreement. If a Party delivers a notice to another through email and the email is
undeliverable, then, unless the Party has been provided with an alternate email contact, the Party
delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail
to such Party's principal representative at the address set forth on the Cover Page for this Agreement.
Either Party may change its principal representative or principal representative contact information, or may
designate specific other individuals to receive certain types of notices in addition to or in lieu of a principal
representative, by notice submitted in accordance with this section without a formal amendment to this
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Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the
written notice.
16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
i. Copyrights
To the extent that the Work Product (or any portion of the Work Product) would not be considered works
made for hire under applicable law, Grantee hereby assigns to the State, the entire right, title, and interest
in and to copyrights in all Work Product and all works based upon, derived from, or incorporating the Work
Product; all copyright applications, registrations, extensions, or renewals relating to all Work Product and
all works based upon, derived from, or incorporating the Work Product; and all moral rights or similar rights
with respect to the Work Product throughout the world. To the extent that Grantee cannot make any of the
assignments required by this section, Grantee hereby grants to the State a perpetual, irrevocable, royalty -
free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative
works of the Work Product and all works based upon, derived from, or incorporating the Work Product by
all means and methods and in any format now known or invented in the future. The State may assign and
license its rights under this license.
ii. Patents
In addition, Grantee grants to the State (and to recipients of Work Product distributed by or on behalf of
the State) a perpetual, worldwide, no -charge, royalty -free, irrevocable patent license to make, have made,
use, distribute, sell, offer for sale, import, transfer, and otherwise utilize, operate, modify and propagate the
contents of the Work Product. Such license applies only to those patent claims licensable by Grantee that
are necessarily infringed by the Work Product alone, or by the combination of the Work Product with
anything else used by the State.
iii. Assignments and Assistance
Whether or not Grantee is under contract with the State at the time, Grantee shall execute applications,
assignments, and other documents, and shall render all other reasonable assistance requested by the
State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights
related to the Work Product. The Parties intend the Work Product to be works made for hire. Grantee
assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes
of action, either in law or in equity, for past, present, or future infringement of intellectual property rights
related to the Work Product and all works based on, derived from, or incorporating the Work Product.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State Records, or
State software, research, reports, studies, photographs, negatives or other documents, drawings, models,
materials, data and information shall be the exclusive property of the State (collectively, "State Materials").
Grantee shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any
purpose other than the performance of Grantee's obligations in this Agreement without the prior written
consent of the State.
C. Exclusive Property of Fiscal Agent
Except to the extent specifically provided elsewhere in this Agreement, any pre-existing Fiscal Agent
software, research, reports, studies, photographs, negatives or other documents, drawings, models,
materials, data and information shall be the exclusive property of the Fiscal Agent (collectively, "Fiscal
Agent Materials"). Grantee shall not use, willingly allow, cause or permit Fiscal Agent Materials to be used
for any purpose other than the performance of Grantee's obligations in this Agreement without the prior
written consent of the Fiscal Agent. Upon termination of this Agreement for any reason, Grantee shall
provide all Work Product and State Materials to the Fiscal Agent in a form and manner as directed by the
Fiscal Agent.
D. Exclusive Property of Grantee
Grantee retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or
licensed to Grantee including, but not limited to, all pre-existing software, licensed products, associated
source code, machine code, text images, audio and/or video, and third -party materials, delivered by
Grantee under this Agreement, whether incorporated in a Deliverable or necessary to use a Deliverable
(collectively, "Grantee Property"). Grantee Property shall be licensed to the State as set forth in this
Agreement or a State approved license agreement: (i) entered into as exhibits to this Agreement, (ii)
obtained by the State from the applicable third -party vendor, or (iii) in the case of open source software,
the license terms set forth in the applicable open source license agreement.
17. GENERAL PROVISIONS
A. Assignment
Grantee's rights and obligations under this Agreement are personal and may not be transferred or
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assigned without the prior, written consent of the Fiscal Agent. Any attempt at assignment or transfer
without such consent shall be void. Any assignment or transfer of Grantee's rights and obligations
approved by the Fiscal Agent shall be subject to the provisions of this Agreement.
B. Subcontracts
Grantee shall not enter into any subgrant or subcontract in connection with its obligations under this
Agreement without the prior, written approval of the State. Grantee shall submit to the State a copy of each
such subgrant or subcontract upon request by the State. All subgrants and subcontracts entered into by
Grantee in connection with this Agreement shall comply with all applicable federal and state laws and
regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject
to all provisions of this Agreement. If the entity with whom Grantee enters into a subcontract or subgrant
would also be considered a Subrecipient, then the subcontract or subgrant entered into by Grantee shall
also contain provisions permitting both Grantee and the State to perform all monitoring of that
Subcontractor in accordance with the Uniform Guidance.
C. Binding Effect
Except as otherwise provided in §17.A, all provisions of this Agreement, including the benefits and
burdens, shall extend to and be binding upon the Parties' respective successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and the
performance of such Party's obligations have been duly authorized.
E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall not be used
to interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out
or using the § symbol), subsections, exhibits or other attachments, are references to sections,
subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless
otherwise noted.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which shall be
deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties related to
the Work, and all prior representations and understandings related to the Work, oral or written, are merged
into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement
shall not have any force or effect whatsoever, unless embodied herein.
H. Digital Signatures
If any signatory signs this agreement using a digital signature, then any agreement or consent to use
digital signatures within the electronic system through which that signatory signed shall be incorporated
into this Agreement by reference.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective
if agreed to in a formal amendment to this Agreement signed by all Parties.
J. Statutes, Regulations, Fiscal Rules, and Other Authority
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority
shall be interpreted to refer to such authority then current, as may have been changed or amended since
the Effective Date of this Agreement.
K. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided
that the Parties can continue to perform their obligations under this Agreement in accordance with the
intent of this Agreement.
L. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of
this Agreement shall survive the termination or expiration of this Agreement and shall be enforceable by
the other Party.
M. Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32)
(Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local
government sales and use taxes under §§39-26-704(1), et seq., C.R.S. (Colorado Sales Tax Exemption
Identification Number 98-02565). The Fiscal Agent shall not be liable for the payment of any excise, sales,
or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Grantee.
14
Grantee shall be solely responsible for any exemptions from the collection of excise, sales or use taxes
that Grantee may wish to have in place in connection with this Agreement.
N. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in § 17.A and the State, this
Agreement does not and is not intended to confer any rights or remedies upon any person or entity other
than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved
solely to the Parties and the State. Any services or benefits which third parties, other than the State,
receive as a result of this Agreement are incidental to this Agreement, and do not create any rights for
such third parties.
O. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit
or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right,
power, or privilege preclude any other or further exercise of such right, power, or privilege.
P. Standard and Manner of Performance
Grantee shall perform its obligations under this Agreement in accordance with the highest standards of
care, skill and diligence in Grantee's industry, trade, or profession.
Q. Licenses, Permits, and Other Authorizations
Grantee shall secure, prior to the Effective Date, and maintain at all times during the term of this
Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to
perform its obligations under this Agreement, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times during the term of their employment, agency or
Subcontractor, all license, certifications, permits and other authorizations required to perform their
obligations in relation to this Agreement. ,
R. Indemnification
( not applicable to public entities)
i. General Indemnification
Grantee shall indemnify, save, and hold harmless the Fiscal Agent and the State, including their employees,
agents, and assignees (the "Indemnified Parties"), against any and all costs, expenses, claims, damages,
liabilities, court awards and other amounts (including attorneys' fees and related costs) incurred by any of
the Indemnified Parties in relation to any act or omission by Grantee, or its employees, agents,
Subcontractors, or assignees in connection with this Agreement, including those related to the disclosure
or use of confidential information in violation of §9 or that any Work infringes a patent, copyright,
trademark, trade secret, or any other intellectual property right.
S. Compliance with State and Federal Law, Regulations, and Executive Orders
Grantee shall comply with all State and Federal law, regulations, executive orders, State and Federal
Awarding Agency policies, procedures, directives, and reporting requirements at all times during the term
of this Grant.
T. Accessibility
Grantee shall comply with and adhere to Section 508 of the U.S. Rehabilitation Act of 1973, as amended,
and §§24-85-101, et seq., C.R.S. Grantee shall comply with all State of Colorado technology standards
related to technology accessibility and with Level AA of the most current version of the Web Content
Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards and available
at https://www.w3.org/TR/WCAG21/.
18. STATE SPECIAL PROVISIONS
A. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State, its
departments, boards, commissions committees, bureaus, offices, employees and officials shall be
controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq.,
C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk
management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Agreement shall be
construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections, or other provisions, contained in these statutes.
B. INDEPENDENT CONTRACTOR
Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither
Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the Fiscal
Agent or the State. Grantee shall not have authorization, express or implied, to bind the Fiscal Agent or the
State to any agreement, liability or understanding, except as expressly set forth herein. Grantee and its
employees and agents are not entitled to unemployment insurance or workers compensation benefits
through the Fiscal Agent or the State and neither the Fiscal Agent or the State shall pay for or otherwise
15
provide such coverage for Grantee or any of its agents or employees. Grantee shall pay when due all
applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement.
Grantee shall (i) provide and keep in force workers' compensation and unemployment compensation
insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii)
be solely responsible for its acts and those of its employees and agents.
C. COMPLIANCE WITH LAW
Grantee shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter
established, including, without limitation, laws applicable to discrimination and unfair employment
practices.
D. CHOICE OF LAW, JURISDICTION, AND VENUE
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to
this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in
the City and County of Denver.
E. SOFTWARE PIRACY PROHIBITION
State or other public funds payable under this Agreement shall not be used for the acquisition, operation,
or maintenance of computer software in violation of federal copyright laws or applicable licensing
restrictions. Grantee hereby certifies and warrants that, during the term of this Agreement and any
extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such
improper use of public funds. If the Fiscal Agent or the State determines that Grantee is in violation of this
provision, the State may exercise any remedy available at law or in equity or under this Agreement,
including, without limitation, immediate termination of this Agreement and any remedy consistent with
federal copyright laws or applicable licensing restrictions.
F. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S.
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 Agreement. Grantee has no interest and
shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the
performance of Grantee's services and Grantee shall not employ any person having such known interests.
G. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S.
Subject to §24-30-202.4(3.5), C.R.S., the Fiscal Agent or the State Controller may withhold payment under
the State's vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support
debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified
in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of
Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v)
other unpaid debts owing to the State as a result of final agency determination or judicial action. The
Fiscal Agent and the State may also recover, at the Fiscal Agent's and the State's discretion, payments
made to Grantee in error for any reason, including, but not limited to, overpayments or improper payments,
and unexpended or excess funds received by Grantee by deduction from subsequent payments under this
Agreement, deduction from any payment due under any other contracts, grants or agreements between
the State and Grantee, or by any other appropriate method for collecting debts owed to the State.
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement
represents and warrants that the
signer is duly authorized to execute
this Agreement and to bind the Party
authorizing such signature
Agree
Grantee Only
Grantee Representative First Name Kevin
Grantee Representative Last Name
Ross
16
Grantee Signature
o�
Grantee Signature Date Wednesday, April 3, 2024
Fiscal Agent Only
Fiscal Agent
Fiscal Agent Signature
Fiscal Signature Date
Katie Bright
Wednesday, April 3, 2024
EXHIBIT A, STATEMENT OF WORK
1. TERMS OF PROJECT
1.1. All work pursuant to this Statement of Work (SOW) shall be completed no later than
September 30, 2024.
1.2. The Grantee acknowledges that all data, records, and reports associated with the
completion of this SOW are owned by the State of Colorado. The Grantee, its agents,
subcontractors, do not have ownership rights with respect to the information it creates,
receives, maintains, or otherwise holds, transmits, uses, or discloses, as part of the
completion of work described in this SOW.
1.3. This grant will be implemented as described in the Case Management Agencies Care and
Case Management (CCM) Stabilization Support Request for Application (RFA), which
is incorporated by reference into this Agreement.
2. GRANTEE RESPONSIBILITIES
2.1. The Grantee must be a case management agency awarded through the CMRD process to
provide case management services for HCBS with the Department.
2.2. Grant awardees must have a SAM# in order to receive funds.
2.3. Grantees must agree to participate in all program evaluations, report required program
metrics, and provide all data as requested by HCPF, within established grant timelines.
The Department may direct the Fiscal Agent to find any invoices submitted while data
requests from the Department are outstanding as incomplete or inaccurate, enabling the
Fiscal Agent to withhold payment until the Grantee fulfills the Department's request.
2.4. Grant funding will be paid on a reimbursement basis. The Grantee shall provide
monthly progress reports to the Department. Grantees must attach proof of submission
to their invoice. The grantee shall not be reimbursed for expenses paid if the report is not
received.
2.5. The Grantee shall keep all supporting documentation and invoices for a minimum of six
years.
2.6. The Grantee shall utilize the funds only for allowable expenses, which are constituted by
the following guidelines:
2.6.1. Funds shall only be used for eligible expenses by area of focus as outlined in the
Case Management Agencies Care and Case Management (CCM) Stabilization
Support Request for Application (RFA),
2.6.2. The Grantee shall utilize the funds as outlined in the approved Case Management
Agency CCM Stabilization ARPA 5.01 Grant Application and Statement of
Assurance Form
2.6.3. The amounts approved for each category of expense are the maximum amounts
the Grantee can invoice for each category of expense, unless HCPF provides
written approval otherwise and the grantee submits this written permission with its
invoice. The approved amounts by category are in Exhibit C. The categories of
expense are:
2.6.3.1. CCM User Staff Retention.
2.6.3.2. Records Digitization
2.6.3.3. Temporary or New Staffing
2.6.3.4. Software Requests
2.6.3.5. Indirect costs. The amount the Grantee can invoice for indirect costs is
capped at 10% or $25,000 of the total request.
2.7. Funds cannot be used for expenses that were incurred prior to the effective date for this
Grail Agreement.
2.8. Project work must be completed and invoiced by September 30, 2024.
2.9. Funds cannot be used to supplant or replace existing funding or functions. Additional
information regarding restrictions of ARPA funding is available by reviewing the CMS
ARPA State Medicaid Director Letter.
2.10. The Grantee shall not use these funds to pay for any service currently eligible for
reimbursement under Medicaid. The expenses reimbursed by this grant program shall
not be reimbursed by any other funding sources. The HCPF, or the Fiscal Agent acting
on behalf of the HCPF, is entitled recoup any funding found to be reimbursed by another
funding source or currently eligible for Medicaid reimbursement or other funding.
3. HCPF RESPONSIBILITIES
3.1. HCPF shall:
3.1.1. Provide the Grantee with the necessary internal information, as determined by the
HCPF, to complete the project.
3.1.2. Provide HCPF review, comments, and guidance in response to the Grantee's
questions or concerns related to this project.
3.1.3. Track completion of monthly reports for invoicing purposes and communicate
completion to the Fiscal Agent.
4. RESPONSIBILITIES FOR PAYMENT
4.1. The Grantee shall submit requests for reimbursement of eligible expenses to the Fiscal
Agent.
4.1.1. The Grantee shall submit a reimbursement request to the Fiscal Agent at most
once per month, based on the payment terms outlined below and in the approved
budget as included in Exhibit C.
4.1.2. The reimbursement request shall be submitted after the expense has been paid but
no later than 60 days after payment for the expense and no later than the project
end date.
4.1.3. The Grantee shall provide supporting documentation demonstrating the expense
was paid, is allowable, and was included in the approved budget. Such
documentation will include but is not limited to receipts, personnel records, cost
calculations, and other means to reasonably justify the incurred expense.
4.1.3.1. The Grantee will label each document uploaded as supporting
documentation according to instructions provided on the invoice form.
4.1.3.2. If submitting an invoice from a 3rd party as supporting documentation,
proof of payment of such invoice must be included. Acceptable documentation
for proof of payment includes:
4.1.3.2.1. General ledger detail or accounts payable register
4.1.3.2.2. Copy of cleared check
4.1.3.2.3. Excerpt of bank statement
4.1.3.2.4. Excerpt of credit card statement
4.1.3.3. If submitting a receipt as supporting documentation, additional
documentation is not required.
4.1.4. Payment of approved invoice is subject to the grantee completing their provider
profile in the PCG billing and claiming secure banking site.
4.1.5. The Fiscal Agent shall ensure that the total reimbursement received by the
Grantee does not exceed the amount in the approved application across the Grant
Term.
4.1.6. The final invoice must be submitted no later than September 30, 2024.
4.1.7. DELIVERABLE: Submission of Invoice to Fiscal Agent
4.1.8. DUE: At most once per month, by the 15th of the month following payment of the
expense. In September 2024 the Grantee may submit two invoices at most.
EXHIBIT D, FEDERAL PROVISIONS
1. APPLICABILITY OF PROVISIONS.
1.1. The Grant to which these Federal Provisions are attached has been funded, in whole or
in part, with an Award of Federal funds. In the event of a conflict between the
provisions of these Federal Provisions, the Special Provisions, the body of the Grant,
or any attachments or exhibits incorporated into and made a part of the Grant, the
provisions of these Federal Provisions shall control.
1.2 These Federal Provisions are subject to the Award as defined in §2 of these Federal
Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal
or State of Colorado agency or institutions of higher education.
2. DEFINITIONS.
2.1. For the purposes of these Federal Provisions, the following terms shall have the
meanings ascribed to them below.
2.1.1. "Award" means an award of Federal financial assistance, and the Grant setting forth
the terms and conditions of that financial assistance, that a non -Federal Entity
receives or administers.
2.1.2. "Entity" means:
2.1.2.1. a Non -Federal Entity;
2.1.2.2. a foreign public entity;
2.1.2.3. a foreign organization;
2.1.2.4. a non-profit organization;
2.1.2.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only);
2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only);
2.1.2.7.a Federal agency, but only as a Subrecipient under an Award or Subaward to a non -Federal
entity (or 2 CFR 200.1); or
2.1.2.8. a foreign for-profit organization (for 2 CFR part 170 only).
2.1.3. "Executive" means an officer, managing partner or any other employee in a
management position.
2.1.4. "Federal Awarding Agency" means a Federal agency providing a Federal Award
to a Recipient as described in 2 CFR 200.1
2.1.5. "Grant" means the Grant to which these Federal Provisions are attached.
2.1.6. "Grantee" means the party or parties identified as such in the Grant to which these
Federal Provisions are attached.
2.1.7. "Non -Federal Entity" means a State, local government, Indian tribe, institution of
higher education, or nonprofit organization that carries out a Federal Award as a
Recipient or a Subrecipient.
2.1.8. "Nonprofit Organization" means any corporation, trust, association, cooperative, or
other organization, not including IHEs, that:
2.1.8.1.Is operated primarily for scientific, educational, service, charitable, or similar purposes in
the public interest;
2.1.8.2. Is not organized primarily for profit; and
2.1.8.3.Uses net proceeds to maintain, improve, or expand the operations of the organization.
2.1.9. "OMB" means the Executive Office of the President, Office of Management and
Budget.
2.1.10. "Pass -through Entity" means a non -Federal Entity that provides a Subaward to a
Subrecipient to carry out part of a Federal program.
2.1.11. "Prime Recipient" means the Colorado State agency or institution of higher
education identified as the Granting State Agency in the Grant to which these
Federal Provisions are attached.
2.1.12. "Subaward" means an award by a Prime Recipient to a Subrecipient funded in
whole or in part by a Federal Award. The terms and conditions of the Federal
Award flow down to the Subaward unless the terms and conditions of the Federal
Award specifically indicate otherwise in accordance with 2 CFR 200.101. The term
does not include payments to a contractor or payments to an individual that is a
beneficiary of a Federal program.
2.1.13. "Subrecipient" or "Subgrantee" means a non -Federal Entity (or a Federal agency
under an Award or Subaward to a non -Federal Entity) receiving Federal funds
through a Prime Recipient to support the performance of the Federal project or
program for which the Federal funds were awarded. A Subrecipient is subject to
the terms and conditions of the Federal Award to the Prime Recipient, including
program compliance requirements. The term does not include an individual who is
a beneficiary of a federal program.
2.1.14. "System for Award Management (SAM)" means the Federal repository into which
an Entity must enter the information required under the Transparency Act, which
may be found at http://www.sam.gov.
2.1.15. "Total Compensation" means the cash and noncash dollar value earned by an
Executive during the Prime Recipient's or Subrecipient's preceding fiscal year (see
48 CFR 52.204-10, as prescribed in 48 CFR 4.1403(a)) and includes the following:
2.1.15.1. Salary and bonus;
2.1.15.2. Awards of stock, stock options, and stock appreciation rights, using the
dollar amount recognized for financial statement reporting purposes with
respect to the fiscal year in accordance with the Statement of Financial
Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based
Payments;
2.1.15.3. Earnings for services under non -equity incentive plans, not including group
life, health, hospitalization or medical reimbursement plans that do not
discriminate in favor of Executives and are available generally to all salaried
employees;
2.1.15.4. Change in present value of defined benefit and actuarial pension plans;
2.1.15.5. Above -market earnings on deferred compensation which is not tax -
qualified;
2.1.15.6. Other compensation, if the aggregate value of all such other compensation
(e.g., severance, termination payments, value of life insurance paid on
behalf of the employee, perquisites or property) for the Executive exceeds
$10,000.
2.1.16. "Transparency Act" means the Federal Funding Accountability and Transparency
Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252.
2.1.17. "Uniform Guidance" means the Office of Management and Budget Uniform
Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards. The terms and conditions of the Uniform Guidance flow down to Awards
to Subrecipients unless the Uniform Guidance or the terms and conditions of the
Federal Award specifically indicate otherwise.
3. COMPLIANCE.
3.1. Grantee shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto, all applicable provisions of the Uniform Guidance,
aid all applicable Federal Laws and regulations required by this Federal Award. Any
revisions to such provisions or regulations shall automatically become a part of these
Federal Provisions, without the necessity of either party executing any further
instrument. The State of Colorado, at its discretion, may provide written notification to
Grantee of such revisions, but such notice shall not be a condition precedent to the
effectiveness of such revisions.
4. SYSTEM FOR AWARD MANAGEMENT (SAM) REQUIREMENTS.
4.1. SAM. Grantee shall maintain the currency of its information in SAM until the Grantee
submits the final financial report required under the Award or receives final payment,
whichever is later. Grantee shall review and update SAM information at least annually
alter the initial registration, and more frequently if required by changes in its
information.
5. TOTAL COMPENSATION.
5.1. Grantee shall include Total Compensation in SAM for each of its five most highly
compensated Executives for the preceding fiscal year if:
5.1.1. The total Federal funding authorized to date under the Award is $30,000 or more;
and
5.1.2. In the preceding fiscal year, Grantee received:
5.1.2.1.80% or more of its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards
subject to the Transparency Act; and
5.1.2.2.$30,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards
subject to the Transparency Act; and
5.1.2.3.The public does not have access to information about the compensation of such Executives
through periodic reports filed under section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal
Revenue Code of 1986.
6. REPORTING.
6.1. If Grantee is a Subrecipient of the Award pursuant to the Transparency Act, Grantee
shall report data elements to SAM and to the Prime Recipient as required in this Exhibit.
No direct payment shall be made to Grantee for providing any reports required under
these Federal Provisions and the cost of producing such reports shall be included in the
Grant price. The reporting requirements in this Exhibit are based on guidance from the
OMB, and as such are subject to change at any time by OMB. Any such changes shall
be automatically incorporated into this Grant and shall become part of Grantee's
obligations under this Grant.
7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING.
7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the
initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent
Award modifications result in a total Award of $30,000 or more, the Award is subject
to the reporting requirements as of the date the Award exceeds $30,000. If the initial
Award is $30,000 or more, but funding is subsequently de -obligated such that the total
award amount falls below $30,000, the Award shall continue to be subject to the
reporting requirements.
7.2. The procurement standards in §9 below are applicable to new Awards made by Prime
Recipient as of December 26, 2015. The standards set forth in §11 below are applicable
to audits of fiscal years beginning on or after December 26, 2014.
8. SUBRECIPIENT REPORTING REQUIREMENTS.
8.l .If Grantee is a Subrecipient, Grantee shall report as set forth below.
8.1.1. To SAM. A Subrecipient shall register in SAM and report the following
data elements in SAM for each Federal Award Identification Number (FAIN)
assigned by a Federal agency to a Prime Recipient no later than the end of the month
following the month in which the Subaward was made:
8.1.1.1. Subrecipient parent's organization SAM Number;
8.1.1.2.Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and
Congressional District;
8.1.1.3.Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are
met; and
8.1.1.4.Subrecipient's Total Compensation of top 5 most highly compensated Executives if the
criteria in §4 above met.
8.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, through the
Fiscal Agent, upon the effective date of the Grant, the following data elements:
8.1.2.1. Subrecipient's SAM Number as registered in SAM.
8.1.2.2.Primary Place of Performance Information, including: Street Address, City, State, Country,
Zip code + 4, and Congressional District.
9. PROCUREMENT STANDARDS.
9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement
procedures which reflect applicable State, local, and Tribal laws and applicable
regulations, provided that the procurements conform to applicable Federal law and the
standards identified in the Uniform Guidance, including without limitation, 2 CFR
2D0.318 through 200.327 thereof.
9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the
extent consistent with law, the non -Federal entity should, to the greatest extent
practicable under a Federal award, provide a preference for the purchase, acquisition,
or use of goods, products, or materials produced in the United States (including but not
limited to iron, aluminum, steel, cement, and other manufactured products). The
requirements of this section must be included in all subawards including all contracts
and purchase orders for work or products under this award.
9.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency
of a political subdivision of the State, its contractors must comply with section 6002 of
the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery
Acct. The requirements of Section 6002 include procuring only items designated in
guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247, that
contain the highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price of the item
exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year
exceeded $10,000; procuring solid waste management services in a manner that
maximizes energy and resource recovery; and establishing an affirmative procurement
program for procurement of recovered materials identified in the EPA guidelines.
10. ACCESS TO RECORDS.
10.1. A Subrecipient shall permit Prime Recipient and its auditors to have access to
Subrecipient's records and financial statements as necessary for Recipient to meet the
requirements of 2 CFR 200.332 (Requirements for pass -through entities), 2 CFR
200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period
of performance), and Subpart F -Audit Requirements of the Uniform Guidance.
11. SINGLE AUDIT REQUIREMENTS.
11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the
Subrecipient's fiscal year, the Subrecipient shall procure or arrange for a single or
program -specific audit conducted for that year in accordance with the provisions of
Subpart F -Audit Requirements of the Uniform Guidance, issued pursuant to the Single
Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR 200.501.
11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with
Uniform Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have
a program -specific audit conducted in accordance with 2 CFR 200.507 (Program -
specific audits). The Subrecipient may elect to have a program -specific audit if
Subrecipient expends Federal Awards under only one Federal program (excluding
research and development) and the Federal program's statutes, regulations, or the
terms and conditions of the Federal award do not require a financial statement audit
of Prime Recipient. A program -specific audit may not be elected for research and
development unless all of the Federal Awards expended were received from
Recipient and Recipient approves in advance a program -specific audit.
11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during
its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for
that year, except as noted in 2 CFR 200.503 (Relation to other audit requirements),
but records shall be available for review or audit by appropriate officials of the
Federal agency, the State, and the Government Accountability Office.
11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or
otherwise arrange for the audit required by Subpart F of the Uniform Guidance and
ensure it is properly performed and submitted when due in accordance with the
Uniform Guidance. Subrecipient shall prepare appropriate financial statements,
including the schedule of expenditures of Federal awards in accordance with 2 CFR
200.510 (Financial statements) and provide the auditor with access to personnel,
accounts, books, records, supporting documentation, and other information as
needed for the auditor to perform the audit required by Uniform Guidance Subpart
F -Audit Requirements.
12. GRANT PROVISIONS FOR SUBRECEPIENT CONTRACTS.
12.1. In addition to other provisions required by the Federal Awarding Agency or the Prime
Recipient, Grantees that are Subrecipients shall comply with the following provisions.
Subrecipients shall include all of the following applicable provisions in all subcontracts
entered into by it pursuant to this Grant.
12.1.1. [Applicable to federally assisted construction contracts.] Equal Employment
Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that
meet the definition of "federally assisted construction contract" in 41 CFR Part 60-
1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in
accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR
12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive
Order 11375, "Amending Executive Order 11246 Relating to Equal Employment
Opportunity," and implementing regulations at 41 CFR part 60, Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of
Labor.
12.1.2. [Applicable to on -site employees working on government -funded construction,
alteration and repair projects.] Davis -Bacon Act. Davis -Bacon Act, as amended
(40 U.S.C. 3141-3148).
12.1.3. Rights to Inventions Made Under a grant or agreement. If the Federal Award meets
the definition of "funding agreement" under 37 CFR 401.2 (a) and the Prime
Recipient or Subrecipient wishes to enter into a contract with a small business firm
or nonprofit organization regarding the substitution of parties, assignment or
performance of experimental, developmental, or research work under that "funding
agreement," the Prime Recipient or Subrecipient must comply with the
requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit
Organizations and Small Business Firms Under Government Grants, Contracts and
Cooperative Agreements," and any implementing regulations issued by the Federal
Awarding Agency.
12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control
Act (33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in
excess of $150,000 must contain a provision that requires the non -Federal awardees
to agree to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water
Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be
reported to the Federal Awarding Agency and the Regional Office of the
Environmental Protection Agency (EPA).
12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award
(see 2 CFR 180.220) must not be made to parties listed on the government wide
exclusions in SAM, in accordance with the OMB guidelines at 2 CFR 180 that
implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3
CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions
contains the names of parties debarred, suspended, or otherwise excluded by
agencies, as well as parties declared ineligible under statutory or regulatory
authority other than Executive Order 12549.
12.1.6. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid
for an award exceeding $100,000 must file the required certification. Each tier
certifies to the tier above that it will not and has not used Federal appropriated funds
to pay any person or organization for influencing or attempting to influence an
officer or employee of any agency, a member of Congress, officer or employee of
Congress, or an employee of a member of Congress in connection with obtaining
any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each
tier must also disclose any lobbying with non -Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from
tier to tier up to the non -Federal award.
12.1.7. Never contract with the enemy (2 CFR 200.215). Federal awarding agencies and
recipients are subject to the regulations implementing "Never contract with the
enemy" in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered
contracts, grants and cooperative agreements that are expected to exceed $50,000
within the period of performance, are performed outside the United States and its
territories, and are in support of a contingency operation in which members of the
Armed Forces are actively engaged in hostilities.
12.1.8. Prohibition on certain telecommunications and video surveillance services or
equipment (2 CFR 200.216). Grantee is prohibited from obligating or expending
loan or grant funds on certain telecommunications and video surveillance services
or equipment pursuant to 2 CFR 200.216.
13. CERTIFICATIONS.
13.1. Unless prohibited by Federal statutes or regulations, Prime Recipient may require
Subrecipient to submit certifications and representations required by Federal statutes
or regulations on an annual basis. 2 CFR 200.208. Submission may be required more
frequently if Subrecipient fails to meet a requirement of the Federal award.
Subrecipient shall certify in writing to the State at the end of the Award that the project
or activity was completed or the level of effort was expended. 2 CFR 200.201(3). If
the required level of activity or effort was not carried out, the amount of the Award
must be adjusted.
14. EXEMPTIONS.
14.1. These Federal Provisions do not apply to an individual who receives an Award as a
natural person, unrelated to any business or non-profit organization he or she may own
or operate in his or her name.
14.2. A Grantee with gross income from all sources of less than $300,000 in the previous tax
year is exempt from the requirements to report Subawards and the Total Compensation
of its most highly compensated Executives.
15. EVENT OF DEFAULT AND TERMINATION.
15.1. Failure to comply with these Federal Provisions shall constitute an event of default
under the Grant and the State of Colorado may terminate the Grant upon 30 days prior
written notice if the default remains uncured five calendar days following the
termination of the 30 -day notice period. This remedy will be in addition to any other
remedy available to the State of Colorado under the Grant, at law or in equity.
15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in
part as follows:
15.2.1. By the Federal Awarding Agency or Pass -through Entity, if a Non -Federal Entity
fails to comply with the terms and conditions of a Federal Award;
15.2.2. By the Federal awarding agency or Pass -through Entity, to the greatest extent
authorized by law, if an award no longer effectuates the program goals or agency
priorities;
15.2.3. By the Federal awarding agency or Pass -through Entity with the consent of the
Non -Federal Entity, in which case the two parties must agree upon the termination
conditions, including the effective date and, in the case of partial termination, the
portion to be terminated;
15.2.4. By the Non -Federal Entity upon sending to the Federal Awarding Agency or Pass -
through Entity written notification setting forth the reasons for such termination,
the effective date, and, in the case of partial termination, the portion to be
terminated. However, if the Federal Awarding Agency or Pass -through Entity
determines in the case of partial termination that the reduced or modified portion
of the Federal Award or Subaward will not accomplish the purposes for which the
Federal Award was made, the Federal Awarding Agency or Pass -through Entity
may terminate the Federal Award in its entirety; or
15.2.5. By the Federal Awarding Agency or Pass -through Entity pursuant to termination
provisions included in the Federal Award.
EXHIBIT E, HIPAA BUSINESS ASSOCIATES ADDENDUM
This HIPAA Business Associate Agreement ("Agreement") between the State and Contractor is agreed to in
connection with, and as an exhibit to, the Contract. For purposes of this Agreement, the State is referred to as
"Covered Entity" and the Contractor is referred to as "Business Associate". Unless the context clearly requires a
distinction between the Contract and this Agreement, all references to "Contract" shall include this Agreement.
1. PURPOSE
Covered Entity wishes to disclose information to Business Associate, which may include Protected Health
Information ("PHI"). The Parties intend to protect the privacy and security of the disclosed PHI in compliance
with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Pub. L. No. 104-191 (1996) as
amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") enacted
under the American Recovery and Reinvestment Act of 2009 ("ARRA") Pub. L. No. 111-5 (2009), implementing
regulations promulgated by the U.S. Department of Health and Human Services at 45 C.F.R. Parts 160, 162 and
164 (the "HIPAA Rules") and other applicable laws, as amended. Prior to the disclosure of PHI, Covered Entity
is required to enter into an agreement with Business Associate containing specific requirements 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 all other applicable laws and regulations, all as may be amended.
2. DEFINITIONS
The following terms used in this Agreement shall have the same meanings as in the HIPAA Rules: Breach, Data
Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary,
Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident,
Subcontractor, Unsecured Protected Health Information, and Use.
The following terms used in this Agreement shall have the meanings set forth below:
a. Business Associate. "Business Associate" shall have the same meaning as the term "business
associate" at 45 C.F.R. 160.103, and shall refer to Contractor.
b. Covered Entity. "Covered Entity" shall have the same meaning as the term "covered entity" at 45
C.F.R. 160.103, and shall refer to the State.
c. Information Technology and Information Security. "Information Technology" and "Information
Security" shall have the same meanings as the terms "information technology" and "information
security", respectively, in §24-37.5-102, C.R.S.
Capitalized terms used herein and not otherwise defined herein or in the HIPAA Rules shall have the meanings
ascribed to them in the Contract.
3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
a. Permitted Uses and Disclosures.
i. Business Associate shall use and disclose PHI only to accomplish Business Associate's
obligations under the Contract.
Exhibit E Page 1 of 8
i. To the extent Business Associate carries out one or more of Covered Entity's obligations
under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all
requirements of Subpart E that apply to Covered Entity in the performance of such obligation.
ii. Business Associate may disclose PHI to carry out the legal responsibilities of Business
Associate, provided, that the disclosure is Required by Law or Business Associate obtains
reasonable assurances from the person to whom the information is disclosed that:
A. the information will remain confidential and will be used or disclosed only as
Required by Law or for the purpose for which Business Associate originally
disclosed the information to that person, and;
B. the person notifies Business Associate of any Breach involving PHI of which it is
aware.
iii. Business Associate may provide Data Aggregation services relating to the Health Care
Operations of Covered Entity. Business Associate may de -identify any or all PHI created or
received by Business Associate under this Agreement, provided the de -identification
conforms to the requirements of the HIPAA Rules.
b. Minimum Necessary. Business Associate, its Subcontractors and agents, shall access, use, and
disclose only the minimum amount of PHI necessary to accomplish the objectives of the Contract, in
accordance with the Minimum Necessary Requirements of the HIPAA Rules including, but not
limited to, 45 C.F.R. 164.502(b) and 164.514(d).
c. Impermissible Uses and Disclosures.
i. Business Associate shall not disclose the PHI of Covered Entity to another covered entity
without the written authorization of Covered Entity.
ii. Business Associate shall not share, use, disclose or make available any Covered Entity PHI
in any form via any medium with or to any person or entity beyond the boundaries or
jurisdiction of the United States without express written authorization from Covered Entity.
d. Business Associate's Subcontractors.
Business Associate shall, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2),
ensure that any Subcontractors who create, receive, maintain, or transmit PHI on behalf of
Business Associate agree in writing to the same restrictions, conditions, and requirements
that apply to Business Associate with respect to safeguarding PHI.
ii. Business Associate shall provide to Covered Entity, on Covered Entity's request, a list of
Subcontractors who have entered into any such agreement with Business Associate.
iii. Business Associate shall provide to Covered Entity, on Covered Entity's request, copies of
any such agreements Business Associate has entered into with Subcontractors.
e. Access to System. If Business Associate needs access to a Covered Entity Information Technology
system to comply with its obligations under the Contract or this Agreement, Business Associate shall
request, review, and comply with any and all policies applicable to Covered Entity regarding such
Exhibit E Page 2 of 8
system including, but not limited to, any policies promulgated by the Office of Information
Technology and available at http://oit.state.co.us/about/policies.
f. Access to PHI. Business Associate shall, within ten days of receiving a written request from Covered
Entity, make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy
Covered Entity's obligations under 45 C.F.R. 164.524.
g.
Amendment of PHI.
Business Associate shall within ten days of receiving a written request from Covered Entity
make any amendment to PHI in a Designated Record Set as directed by or agreed to by
Covered Entity pursuant to 45 C.F.R. 164.526, or take other measures as necessary to satisfy
Covered Entity's obligations under 45 C.F.R. 164.526.
ii. Business Associate shall promptly forward to Covered Entity any request for amendment of
PHI that Business Associate receives directly from an Individual.
h. Accounting Rights. Business Associate shall, within ten days of receiving a written request from
Covered Entity, maintain and make available to Covered Entity the information necessary for Covered
Entity to satisfy its obligations to provide an accounting of Disclosure under 45 C.F.R. 164.528.
i. Restrictions and Confidential Communications.
J•
i. Business Associate shall restrict the Use or Disclosure of an Individual's PHI within ten days
of notice from Covered Entity of:
A. a restriction on Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522; or
B. a request for confidential communication of PHI pursuant to 45 C.F.R. 164.522.
ii. Business Associate shall not respond directly to an Individual's requests to restrict the Use or
Disclosure of PHI or to send all communication of PHI to an alternate address.
iii. Business Associate shall refer such requests to Covered Entity so that Covered Entity can
coordinate and prepare a timely response to the requesting Individual and provide direction
to Business Associate.
Governmental Access to Records. Business Associate shall make its facilities, internal practices,
books, records, and other sources of information, including PHI, available to the Secretary for
purposes of determining compliance with the HIPAA Rules in accordance with 45 C.F.R. 160.310.
k. Audit, Inspection and Enforcement.
Business Associate shall obtain and update at least annually a written assessment performed
by an independent third party reasonably acceptable to Covered Entity, which evaluates the
Information Security of the applications, infrastructure, and processes that interact with the
Covered Entity data Business Associate receives, manipulates, stores and distributes. Upon
request by Covered Entity, Business Associate shall provide to Covered Entity the executive
summary of the assessment.
Exhibit E Page 3 of 8
ii. Business Associate, upon the request of Covered Entity, shall fully cooperate with Covered
Entity's efforts to audit Business Associate's compliance with applicable HIPAA Rules. If,
through audit or inspection, Covered Entity determines that Business Associate's conduct
would result in violation of the HIPAA Rules or is in violation of the Contract or this
Agreement, Business Associate shall promptly remedy any such violation and shall certify
completion of its remedy in writing to Covered Entity.
1. Appropriate Safeguards.
i. Business Associate shall use appropriate safeguards and comply with Subpart C of 45 C.F.R.
Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other than as
provided in this Agreement.
ii. Business Associate shall safeguard the PHI from tampering and unauthorized disclosures.
iii. Business Associate shall maintain the confidentiality of passwords and other data required
for accessing this information.
iv. Business Associate shall extend protection beyond the initial information obtained from
Covered Entity to any databases or collections of PHI containing information derived from
the PHI. The provisions of this section shall be in force unless PHI is de -identified in
conformance to the requirements of the HIPAA Rules.
Safeguard During Transmission.
i. Business Associate shall use reasonable and appropriate safeguards including, without
limitation, Information Security measures to ensure that all transmissions of PHI are
authorized and to prevent use or disclosure of PHI other than as provided for by this
Agreement.
ii. Business Associate shall not transmit PHI over the internet or any other insecure or open
communication channel unless the PHI is encrypted or otherwise safeguarded with a FIPS-
compliant encryption algorithm.
Reporting of Improper Use or Disclosure and Notification of Breach.
i. Business Associate shall, as soon as reasonably possible, but immediately after discovery of
a Breach, notify Covered Entity of any use or disclosure of PHI not provided for by this
Agreement, including a Breach of Unsecured Protected Health Information as such notice is
required by 45 C.F.R. 164.410 or a breach for which notice is required under §24-73-103,
C.R.S.
Such notice shall include the identification of each Individual whose Unsecured Protected
Health Information has been, or is reasonably believed by Business Associate to have been,
accessed, acquired, or disclosed during such Breach.
iii. Business Associate shall, as soon as reasonably possible, but immediately after discovery of
any Security Incident that does not constitute a Breach, notify Covered Entity of such
incident.
Exhibit E Page 4 of 8
iv. Business Associate shall have the burden of demonstrating that all notifications were made
as required, including evidence demonstrating the necessity of any delay.
Business Associate's Insurance and Notification Costs.
i. Business Associate shall bear all costs of a Breach response including, without limitation,
notifications, and shall maintain insurance to cover:
A. loss of PHI data;
B. Breach notification requirements specified in HIPAA Rules and in §24-73-103,
C.R.S.; and
C. claims based upon alleged violations of privacy rights through improper use or
disclosure of PHI.
ii. All such policies shall meet or exceed the minimum insurance requirements of the Contract
or otherwise as may be approved by Covered Entity (e.g., occurrence basis, combined single
dollar limits, annual aggregate dollar limits, additional insured status, and notice of
cancellation).
iii. Business Associate shall provide Covered Entity a point of contact who possesses relevant
Information Security knowledge and is accessible 24 hours per day, 7 days per week to assist
with incident handling.
iv. Business Associate, to the extent practicable, shall mitigate any harmful effect known to
Business Associate of a Use or Disclosure of PHI by Business Associate in violation of this
Agreement.
P.
q.
Subcontractors and Breaches.
Business Associate shall enter into a written agreement with each of its Subcontractors and
agents, who create, receive, maintain, or transmit PHI on behalf of Business Associate. The
agreements shall require such Subcontractors and agents to report to Business Associate any
use or disclosure of PHI not provided for by this Agreement, including Security Incidents and
Breaches of Unsecured Protected Health Information, on the first day such Subcontractor or
agent knows or should have known of the Breach as required by 45 C.F.R. 164.410.
ii. Business Associate shall notify Covered Entity of any such report and shall provide copies of
any such agreements to Covered Entity on request.
Data Ownership.
i. Business Associate acknowledges that Business Associate has no ownership rights with
respect to the PHI.
ii. Upon request by Covered Entity, Business Associate immediately shall provide Covered
Entity with any keys to decrypt information that the Business Association has encrypted and
maintains in encrypted form, or shall provide such information in unencrypted usable form.
Exhibit E Page 5 of 8
r. Retention of PHI. Except upon termination of this Agreement as provided in Section 5 below,
Business Associate and its Subcontractors or agents shall retain all PHI throughout the term of this
Agreement, and shall continue to maintain the accounting of disclosures required under Section 3.h
above, for a period of six years.
4. OBLIGATIDNS OF COVERED ENTITY
b. Safeguards During Transmission. Covered Entity shall be responsible for using appropriate
safeguards including encryption of PHI, to maintain and ensure the confidentiality, integrity, and
security of PHI transmitted pursuant to this Agreement, in accordance with the standards and
requirements of the HIPAA Rules.
c. Notice of Changes.
Covered Entity maintains a copy of its Notice of Privacy Practices on its website. Covered
Entity shall provide Business Associate with any changes in, or revocation of, permission to
use or disclose PHI, to the extent that it may affect Business Associate's permitted or required
uses or disclosures.
ii. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of
PHI to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to the extent
that it may affect Business Associate's permitted use or disclosure of PHI.
5. TERMINATION
d. Breach.
i. In addition to any Contract provision regarding remedies for breach, Covered Entity shall
have the right, in the event of a breach by Business Associate of any provision of this
Agreement, to terminate immediately the Contract, or this Agreement, or both.
ii. Subject to any directions from Covered Entity, upon termination of the Contract, this
Agreement, or both, Business Associate shall take timely, reasonable, and necessary action
to protect and preserve property in the possession of Business Associate in which Covered
Entity has an interest.
b. Effect of Termination.
i. Upon termination of this Agreement for any reason, Business Associate, at the option of
Covered Entity, shall return or destroy all PHI that Business Associate, its agents, or its
Subcontractors maintain in any form, and shall not retain any copies of such PHI.
ii. If Covered Entity directs Business Associate to destroy the PHI, Business Associate shall
certify in writing to Covered Entity that such PHI has been destroyed.
iii. If Business Associate believes that returning or destroying the PHI is not feasible, Business
Associate shall promptly provide Covered Entity with notice of the conditions making return
Exhibit E Page 6 of 8
or destruction infeasible. Business Associate shall continue to extend the protections of
Section 3 of this Agreement to such PHI, and shall limit further use of such PHI to those
purposes that make the return or destruction of such PHI infeasible.
6. INJUNCTIVE RELIEF
Covered Entity and Business Associate agree that irreparable damage would occur in the event Business Associate
or any of its Subcontractors or agents use or disclosure of PHI in violation of this Agreement, the HIPAA Rules
or any applicable law. Covered Entity and Business Associate further agree that money damages would not
provide an adequate remedy for such Breach. Accordingly, Covered Entity and Business Associate agree that
Covered Entity shall be entitled to injunctive relief, specific performance, and other equitable relief to prevent or
restrain any Breach or threatened Breach of and to enforce specifically the terms and provisions of this Agreement.
7. LIMITATION OF LIABILITY
Any provision in the Contract limiting Contractor's liability shall not apply to Business Associate's liability under
this Agreement, which shall not be limited.
8. DISCLAIMER
Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement
or the HIPAA Rules will be adequate or satisfactory for Business Associate's own purposes. Business Associate
is solely responsible for all decisions made and actions taken by Business Associate regarding the safeguarding
of PHI.
9. CERTIFICATION
Covered Entity has a legal obligation under HIPAA Rules to certify as to Business Associate's Information
Security practices. Covered Entity or its authorized agent or contractor shall have the right to examine Business
Associate's facilities, systems, procedures, and records, at Covered Entity's expense, if Covered Entity determines
that examination is necessary to certify that Business Associate's Information Security safeguards comply with
the HIPAA Rules or this Agreement.
10. AMENDMENT
e. Amendment to Comply with Law. The Parties acknowledge that state and federal laws and regulations
relating to data security and privacy are rapidly evolving and that amendment of this Agreement may
be required to provide procedures to ensure compliance with such developments.
i. In the event of any change to state or federal laws and regulations relating to data security
and privacy affecting this Agreement, the Parties shall take such action as is necessary to
implement the changes to the standards and requirements of HIPAA, the HIPAA Rules
and other applicable rules relating to the confidentiality, integrity, availability and
security of PHI with respect to this Agreement.
ii. Business Associate shall provide to Covered Entity written assurance satisfactory to
Covered Entity that Business Associate shall adequately safeguard all PHI, and obtain
Exhibit E Page 7 of 8
written assurance satisfactory to Covered Entity from Business Associate's
Subcontractors and agents that they shall adequately safeguard all PHI.
ni. Upon the request of either Party, the other Party promptly shall negotiate in good faith the
terms of an amendment to the Contract embodying written assurances consistent with the
standards and requirements of HIPAA, the HIPAA Rules, or other applicable rules.
iv. Covered Entity may terminate this Agreement upon 30 days' prior written notice in the event
that:
A. Business Associate does not promptly enter into negotiations to amend the Contract
and this Agreement when requested by Covered Entity pursuant to this Section; or
B. Business Associate does not enter into an amendment to the Contract and this
Agreement, which provides assurances regarding the safeguarding of PHI sufficient,
in Covered Entity's sole discretion, to satisfy the standards and requirements of the
HIPAA, the HIPAA Rules and applicable law.
b. Amendment of Appendix. The Appendix to this Agreement may be modified or amended by the
mutual written agreement of the Parties, without amendment of this Agreement. Any modified or
amended Appendix agreed to in writing by the Parties shall supersede and replace any prior version
of the Appendix.
11. ASSISTANCE IN LITIGATION OR ADMINISTRATIVE PROCEEDINGS
Covered Entity shall provide written notice to Business Associate if litigation or administrative proceeding is
commenced against Covered Entity, its directors, officers, or employees, based on a claimed violation by Business
Associate of HIPAA, the HIPAA Rules or other laws relating to security and privacy or PHI. Upon receipt of such
notice and to the extent requested by Covered Entity, Business Associate shall, and shall cause its employees,
Subcontractors, or agents assisting Business Associate in the performance of its obligations under the Contract to,
assist Covered Entity in the defense of such litigation or proceedings. Business Associate shall, and shall cause
its employees, Subcontractor's and agents to, provide assistance, to Covered Entity, which may include testifying
as a witness at such proceedings. Business Associate or any of its employees, Subcontractors or agents shall not
be required to provide such assistance if Business Associate is a named adverse party.
12. INTERPRETATION AND ORDER OF PRECEDENCE
Any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the
HIPAA Rules. In the event of an inconsistency between the Contract and this Agreement, this Agreement shall
control. This Agreement supersedes and replaces any previous, separately executed HIPAA business associate
agreement between the Parties.
13. SURVIVAL
Provisions of this Agreement requiring continued performance, compliance, or effect after termination shall
survive terminatin of this contract or this agreement and shall be enforceable by Covered Entity.
Exhibit E Page 8 of 8
Work Request Description
Example: Temp staff hours and rate estimate
Example: Storage Space cost estimate
Total Dir. Costs
Records Digitization, Software, an
Requested amount
$5,000
$5,000'
Total
$5,009
$5,000':
d/or New or Temporary Staff Budget
NarrativelDescription (Justification for Requested Funds(
3 temp staff for 40 hours at $30 and hour each (upload/no paper records into C.
one month of starage space for paper documents untill temp staff can get them uploaded in CCM
3 temp staff for
$22,474 upgrades
CCM User Staff Retention Payments
Number of
Retention
Staff CCM
Payment
Users
Amount
Total
amount requested
100
2000 max
#VALUE!
Total Costs
100
0
#VALUE!
Grant Budget Summary
Budget Category
Retention Payment
Amount
Records Digitization,
Software, and/or New or
Temporary Staff Budget
TO.rect.CtYsts r,
Indirect Cost(31
TTitar,giitae ts= ., , it-.. a $120`000 J t:' 120,000
#2o oOO . ,xu 120 0o0'z.
Total
$o II $0
Narrative/Description (Justification for Requested Funds)
2 supervior staff positions at 39.6.hour 40 hrs a week for 6 months with full benefits
upgrades to system to allow for ease of billing for program participants, families and providers, will ensure accurate reimbursement
not requesting indirect cost reimbursement
CMA CCM Stabilization Support
PROJECT WORK PLAN
2/13/2024
• One -page project work plan with the names of project leads, your project
timeline, an estimated date of completion, and a short description of what the
fund will be used for.
Project leads for the software upgrade initiative will consist of Kelly Morrison, CMA
Director; Jil Colavolpe, Case Management Director; Angela Korthaus, CMA Manager;
and Linda Medina, CMA Manager.
Regarding the software upgrade, upon approval of grant funding, we will collaborate
with our IT and contracts department to modify the existing contract with Chocolate
Software. This amendment will encompass upgrades to the current system, enabling
the generation of reports to facilitate billing processes and the establishment of a
portal for individuals, families, and providers to submit essential documents for
service reimbursement. Anticipated completion of this project is within three months
of updating the contract.
Upon approval of grant funding, we will hire two supervisory positions to alleviate the
current workload strain on supervisors. These positions will entail tasks such as
troubleshooting issues with the CCM, assisting with data clean-up in the CCM system,
refining operational procedures, generating reports, handling billing, and addressing
error reports on a monthly basis. This additional support will empower both current
and future supervisors to provide enhanced assistance to our case management staff,
provider agencies, and the individuals and families we serve. Moreover, these
positions will help manage the increased workload associated with the Public Health
Emergency Unwind and PAR backlog attributed to the PHE unwind. It will also allow
for more time to collaborate with LTC Medicaid Technicians in resolving delayed RRR
renewals. We estimate completion of these initiatives within six months from the
start date.
C ntract For
Entity Information
Entity Name*
COLORADO DEPT OF HEALTH
CARE POLICY & FINANCING
Entity ID*
@00007174
Contract Name* Contract ID
CASE MANAGEMENT AGENCIES CARE AND CASE 7960
MANAGEMENT (CCM) STABILIZATION SUPPORT GRANT
AGREEMENT
Contract Status
CTB REVIEW
Contract Lead *
SADAMS
New Entity?
Parent Contract ID
20233226
Requires Board Approval
YES
Contract Lead Email Department Project #
sadams@weld.gov;cobbx
xlk@weld.gov
Contract Description*
AS A RESULT OF THE INITIAL APPLICATION FOR THE HCPF ARPA GRANT, THE DEPARTMENT HAS BEEN SELECTED
AS A GRANTEE FOR THE CASE MANAGEMENT AGENCIES CARE AND CASE MANAGEMENT STABILIZATION SUPPORT
GRANT FUNDS.
Contract Description 2
FUNDING WILL BE USED TO ENHANCE A SOFTWARE SYSTEM USED FOR THE CMA PROGRAM AND TO OFFSET
OTHER COST ASSOCIATED WITH THE OPERATIONS OF THE CMA.
Contract Type" Department
AGREEMENT HUMAN SERVICES
Amount*
$132,000.00
Renewable *
NO
Automatic Renewal
Grant
IGA
Department Email
CM-
HumanServices@weldgov.
com
Department Head Email
CM-HumanServices-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
DGOV.COM
Requested BOCC Agenda
Date *
04/01/2024
Due Date
03/28/2024
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Review Date*
07/31/2024
Committed Delivery Date
Renewal Date
Expiration Date*
09/30/2024
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head Finance Approver Legal Counsel
JAMIE ULRICH CHERYL PATTELLI BYRON HOWELL
DH Approved Date Finance Approved Date Legal Counsel Approved Date
03/26/2024 03/26/2024 03/26/2024
Final Approval
BOCC Approved Tyler Ref #
AG 040324
BOCC Signed Date Originator
SADAMS
BOCC Agenda Date
04/03/2024
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