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Home My WebLink About20243121.tiffCn c(c+ ►D#H7g0 COUNTY, CO July 9, 2025 To: Board of County Commissioners Re: Amendment #1 to the Salud Family Medical Contract Department of Human Services 970-352-1551 315 North 11th Avenue Greeley, CO 80631 On November 27, 2024 the Board approved the contract with Salud Family Medical for the purpose of facilitating pass through funding from a grant for technical assistance and case processing support, known to the Board as Tyler# 2024-3121. The Department is now requesting approval of Amendment #1 which will extend the term of the contract through December 31, 2025. Sincerely, Jamie Ulrich, Director Con W)+ 74t4/Z5 CC: Dri Se (04S) ZOZU - 31 ZI -7A4/25 hR0O9 ko AGREEMENT AMENDMENT BETWEEN WELD COUNTY AND SALUD FAMILY HEALTH This Agreement Amendment made and entered into ( 4thday of 2025 by and between the Board of Weld County Commissioners, on behalf of the Id County Department of Human Services, hereinafter referred to as the "Department", and Salud Family Health, hereinafter referred to as the "Contractor". WHEREAS the parties entered into an Agreement for Medicaid Eligibility Support, (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2024-3121, approved on November 27, 2024. WHEREAS the parties hereby agree to amend the term of the Original Agreement in accordance with the terms of the Original Agreement and any previously adopted amendment, which is incorporated by reference herein, as well as the terms provided herein. NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows: • The Original Agreement will end on July 31, 2025. This Amendment, together with the Original Agreement, constitutes the entire understanding between the parties. The following additional changes are hereby made to the current Agreement as of August 1, 2025: 1. Term of this Contract This Contract ("Contract" or "Agreement") shall be effective beginning August 1, 2025 through December 31, 2025. All other terms and conditions of the Original Agreement remain unchanged. IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: ATTEST: "'di"' BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO BY: Clerk to the Board eputy Clerk to the B luck, Chair JUL 1 4 2025 NTRACTOR: Salud Family Health 203 South Rollie Avenue Fort Lupton, Colorado 80621 By: John Santistevan, Chief Executive Officer Date: 07/15/2025 Z OZL- -3 I Z SIGNATURE REQUESTED: Weld/Salud Family Health Amendment #1 Final Audit Report 2025-07-15 Created: 2025-07-15 By: Sara Adams (sadams@weld.gov) Status: Signed Transaction ID: CBJCHBCAABAAh4MgQAhO7DulRmtKWT5IyFDmih9sjcMY "SIGNATURE REQUESTED: Weld/Salud Family Health Amend ment #1" History 5 Document created by Sara Adams (sadams@weld.gov) 2025-07-15 - 4:14:49 PM GMT- IP address: 204.133.39.9 C'. Document emailed to jsantistevan@saludclinic.org for signature 2025-07-15 - 4:15:12 PM GMT 5 Email viewed by jsantistevan@saludclinic.org 2025-07-15 - 4:20:40 PM GMT- IP address: 76.25.237.167 da Signer jsantistevan@saludclinic.org entered name at signing as John Santistevan 2025-07-15 - 4:21:20 PM GMT- IP address: 76.25.237.167 6© Document e -signed by John Santistevan (jsantistevan@saludclinic.org) Signature Date: 2025-07-15 - 4:21:22 PM GMT - Time Source: server- IP address: 76.25.237.167 0 Agreement completed. 2025-07-15 - 4:21:22 PM GMT Powered by Adobe Acrobat Sign Contract: Entity Information Entity Name* Entity ID* SALUD FAMILY HEALTH CENTERS @0001 7669 Contract Name * Contract ID SALUD FAMILY HEALTH CENTERS AMENDMENT #1 TO 9740 THE CONTRACT FOR MEDICAL ELIGIBILITY TECHNICIAN Contract Lead * SADAMS Contract Status CTB REVIEW ❑ New Entity? Parent Contract ID 20243121 Requires Board Approval YES Contract Lead Email Department Project # sadams@weld.gov;cobbx xlk@weld.gov Contract Description * (CONSENT) SALUD FAMILY HEALTH CONTRACT AMENDMENT #1 FOR MEDICAL ELIGIBILITY TECHNICIAN ASSISTANCE. TERM EXTENSION THROUGH 12/31/2025. Contract Description 2 MEMO ROUTING THROUGH CMS WITH THE DOCUMENTS Contract Type * AMENDMENT Amount* $0.00 Renewable* NO Automatic Renewal Grant IGA Department Requested BOCC Agenda Due Date HUMAN SERVICES Date* 07/10/2025 07/14/2025 Department Email CM- HumanServices@weld.gov Department Head Email CM-HumanServices- DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL EY@WEL D.GOV If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? 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 * 10/31/2025 Committed Delivery Date Renewal Date Expiration Date* 12/31/2025 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 07/09/2025 Approval Process Department Head JAMIE ULRICH DH Approved Date 07/09/2025 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 07/14/2025 Finance Approver CONSENT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 07/09/2025 07/09/2025 Tyler Ref # AG 071425 Originator SADAMS RESOLUTION RE: APPROVE CONTRACT FOR MEDICAID ELIGIBILITY TECHNICIAN (MET) AND AUTHORIZE CHAIR TO SIGN - SALUD FAMILY HEALTH WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Contract for a Medicaid Eligibility Technician (MET) 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 Salud Family Health, commencing November 1, 2024, and ending July 31, 2025, with further terms and conditions being as stated in said contract, and WHEREAS, after review, the Board deems it advisable to approve said contract, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Contract for a Medicaid Eligibility Technician (MET) 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 Salud Family Health, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said contract. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 27th day of November, A.D., 2024, nunc pro tunc November 1, 2024. BOARD OF COUNTY COMMISSIONERS WELD COUNTQCOFAADO. ATTEST: d,ailiwo jeye0i4 Weld County Clerk to the Board f'Y4.1,JaAcv) ck. Deputy Clerk to the Board APED County Attorney Date of signature: 11/ J J� 9 Kevin_D. Ross, Chair erry L. B/k_ Pro-Tem P nL �tL Mike Freeman Saine °c : 4 --(St O1(2? (25 2024-3121 HR0096 Con+vaIDIOM BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Contract with Salud Family Health DEPARTMENT: Human Services PERSON REQUESTING: Jamie Ulrich, Director, Human Services DATE: November 19, 2024 Brief description of the problem/issue: The Department is requesting to enter into a Contract with Salud Family Health for the purpose of facilitating pass through funding from a grant for technical assistance and case processing support. Within the Contract is Exhibit A, Business Associate Agreement which will allow for data sharing information so the Department can use or disclose Protected Health Information (PHI) received on behalf of Salad Family Health. Under this Contract, a current Weld County Department of Human Services Medicaid Eligibility Technician (MET) will be assigned to assist clients of Salud Family Health with the support of processing Medicaid/CHP+ applications, recertification, and case changes. Salad will reimburse the Department up to 60 hours per month at a rate of $20.61 per hour and has a term from November 1, 2024 through July 31, 2025. The Contract and Exhibit A have been reviewed and approved by Legal (B. Howell). What options exist for the Board? Approval of the Contract with Salud Family Health. Deny approval of the Contract with Salud Family Health. Consequences: The Department will not have a Contract with Salud Family Health. Impacts: The Department will not be able utilize the pass -through funding from Salad Family Health. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): Total cost = Salad will reimburse the Department up to 60 hours per week at a rate of $20.61 per hour. Recommendation: • Approval of the Contract with Salud Family Health and authorize the Chair to sign. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck, Pro-Tem Mike Freeman Scott K. James Kevin D. Ross, Chair Lori Saine ,c6 Pass -Around Memorandum; November 19, 2024 — CMS ID 8870 2024-3121 R/fl 1412-00c1(o CONTRACT BETWEEN THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES AND SALUD FAMILY �HEALTH THIS CONTRACT is entered into this 21'' day of Nt\I etyt Q,V , 2024, by and between the Board of County Commissioners, on behalf of the Weld County Department of Human Services, hereinafter referred to as "Department," Salud Family Health hereinafter referred to as "Salud". The purpose of this Contract is to facilitate pass through funding from Salud to provide a Medicaid Eligibility Technician (MET) in the support of processing applications, recertification, and case changes specifically for Weld County Medicaid/CHP+ members in need of enrollment and eligibility verification services who are working with the Salud enrollment team. Term of this Contract This Contract ("Contract" or "Agreement") shall be effective beginning November 1, 2024 through July 31, 2025. Salud's Roles and Responsibilities 1. Salud shall work with the Department to record all applications, recertifications and verifications submitted to the County on a shared spreadsheet which will be updated weekly by the assigned MET to document case outcomes. 2. Salud shall document requests for technical assistance weekly on the shared spreadsheet. 3. Salud shall reimburse the Department for up to 60 hours per month, at a rate of $20.61 per hour. 4. Salud agrees to pay invoices to Department for the work completed by the MET on a quarterly basis and no later than net 30 days. All invoices shall be emailed to ap@saludclinic.org. Invoicessubmitted in anyothermatterwill notbe paid. Contractor shall invoice Salud monthly, within 30 days of rendering services. Department's Roles and Responsibilities 1. Department shall assign a MET to: a) Assist up to 60 hours per month with the processing of Salud's client applications, recertifications, and verifications and technical assistance requests to address eligibility related issues and inquiries that are submitted to the Department. b) The MET shall be an employee of the Department and as such, will be subject to the county's policies, rules, regulations, directives, and work orders. The assigned MET shall be supervised by the Department and will adhere to the same work schedule as other Department employees. 020,2V - oi,?-1 c) Department shall be responsible for the cost of the salary and benefits for the MET. 2. The MET shall work with Salud to record all applications, recertifications and verifications submitted to the County on a shared spreadsheet which will be updated weekly with case outcomes by the MET weekly. 3. Department shall provide a monthly summary to Salud documenting the applications, renewals, and verifications that have been successfully processed by the MET, including total number of Medicaid/CHP+ members assisted, the outcome of the case (approved or denied), and the number of days it took to process the case. This summary will not include data for any applications, renewals, and verifications that go through Real Time Eligibility (RTE) in PEAK. 4. Department shall provide a monthly summary to Salud outlining the requests for technical assistance, issues presented and outcomes, including the number of days it took to complete the request. 5. Department shall submit invoices to Salud quarterly for the work completed by the MET. 6. Department shall process applications within 45 days, and recertifications and verifications within 30 days from submission date to meet Federal requirements. 7. Department shall acknowledge technical assistance requests within two (2) business days from date of request. Resolution time to requests may vary. Modifications. This Agreement may be modified in writing, in whole or in part, upon approval of the signers. Termination. This Agreement may be terminated at any time by either party giving thirty (30) days written notice to the signers. No portion of this Contract shall be deemed to create an obligation on the part of the County of Weld, State of Colorado, to expend funds not otherwise appropriated, as this Contract is subject to the availability of funding. Therefore, the Department may terminate this Contract at any time if the source of funding for the services made available to Salud is no longer available to the Department, or for any other reason. Salud reserves the right to suspend services to clients if funding is no longer available. Entire Agreement. This Contract including Exhibit A, Business Associates Agreement attached hereto and incorporated herein, contains the entire agreement and understanding between the parties with respect to the subject matter hereof and may not be changed or modified except as stated herein. This Contract shall be binding upon the parties hereto, their successors, heirs, legal representatives, and assigns. Salud and the Department may not assign any of its rights or obligations hereunder without the prior consent of both parties. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of the terms and conditions of this Contract, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Contract shall give or allow any claim or right of action whatsoever by any other person not included in this Contract. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Contract shall be an incidental beneficiary only. Privacy and Confidentiality of Patient Information. The Parties agree to comply with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), the privacy standards adopted by the U.S. Department of Health and Human Services ("HHS"), as they may be amended from time to time, 45 C.F.R. parts 160 and 164, subparts A and E (the "Privacy Rule"), the security standards adopted by HHS as they may be amended from time to time, 45 C.F.R. parts 160, 162 and 164, subpart c (the "Security Rule"); the enforcement standards adopted by HHS, as they may be amended from time to time, 45 C.F.R. Part 160, subparts C, D, and E (the "Enforcement Rule"); the breach notification standards adopted by HHS, as they maybe amended from time to time, 45 C.F.R. Part 164, subpart D (the "Breach Notification Rule"); and the Privacy provisions (Subtitle D) of the Health Information Technology for Economic Clinical Health Act, Division A, Title XIII of Pub. L. 111- 5, and its implementing regulations (the "HITECH Act"), due to their status as a "Covered Entity" or a "Business Associate" under the Act. (The Act, the Privacy Rule, the Security Rule, the Enforcement Rule, the Breach Notification Rule, and the HITECH Act are collectively referred to as "HIPAA" for the purposes of this Agreement. The Parties also agree to comply with any Colorado law governing the privacy and confidentiality of Protected Health Information (as such term is defined by HIPAA), and each Party shall: (i) not use or disclose Protected Health Information other than as permitted or required by this Agreement for the proper performance of its duties and responsibilities hereunder; (ii) use appropriate safeguards to prevent use or disclosure of Protected Health Information other than as provided for under this Agreement; and (iii) notify the other immediately in the event the Party becomes aware of any use or disclosure of Protected Health Information which violates the terms and conditions of this Agreement or applicable Federal and Colorado laws. The provisions of this Section VIII shall survive expiration or termination of this Agreement. Unless otherwise agreed to in writing by the other Party, each Party agrees to maintain in confidence, and shall keep confidential, all information of the other Party identified as confidential, or reasonably believed to be so, and obtained while performing the services described herein, whether received intentionally or inadvertently, and shall not disclose any such information (I) to any person other than those persons employed by or directly affiliated with each Party who are actively and directly participating in the services described herein; A Party's obligations under this paragraph shall continue until such information loses its status as confidential information of the disclosing party, provided that such loss of status is not due to the receiving party's breach of its confidentiality obligations hereunder. Compliance with Federal/State Laws, Regulations, and Requirements A. The Parties will each comply with all applicable statutes, laws, rules, regulations, licenses, certificates, and authorizations of any governmental body or authority in the performance or carrying out of its obligations under this Agreement. This Agreement shall be subject to amendments of the applicable laws and regulations -3- relating to the subject matter of this Agreement. In the event any amendment to the applicable laws and regulations creates an inconsistency with the terms of this Agreement, the Parties shall use their best efforts to accommodate both the terms and intent of this Agreement and such amendments. B. Each Party will obtain and maintain current and in force all licenses, accreditation, certifications, authorizations and/or permits (and will pay the fees therefore) necessary to carry out its duties and responsibilities under this Agreement. C. SALUD represents that all Providers shall be duly certified and in good standing in the State of Colorado, and any other state or federal agencies necessary for the performance of the services under this Agreement. Each Provider shall maintain his or her certification, in good standing at all times during the term of this Agreement. D. Each Party certified that neither it nor any of its providers/staff performing services pursuant to this Agreement is an "Ineligible Person/Entity," which is defined for purposes of this Agreement to mean an entity that (i) is debarred, suspended or otherwise excluded from Medicare, Medicaid and/or any other applicable federal or state healthcare program(42 U.S.C. §1320-7(a)); or (ii) has been convicted of a criminal offense that falls within the ambit of 42 U.S.C. §I 320-7(a), but has not been excluded, debarred, suspended, or otherwise declared ineligible. A Party shall promptly notify the other Party upon receipt of any notice, whether or not official, that the Party or any of its providers/staff providing services pursuant to this Agreement have become or may become an Ineligible Person/Entity during the term of this Agreement. Each Party agrees that upon notice that any of its providers or staff has been, or may be, debarred, suspended, or excluded, the Party will promptly remove that provider or staff member from providing services pursuant to this Agreement. Miscellaneous Third Parties. This Agreement does not and shall not be deemed to confer upon any third party any right to claim damages, to bring suit or other proceeding against either Organization or SALUD because of any term contained in this Agreement. Assignment. This Agreement is for services predicated upon the Parties' special abilities or knowledge, and the Parties shall not assign this Agreement in whole or in part without prior written consent of the other Party. Severability. If any article, section, paragraph, sentence, clause or phrase of this Agreement is held to be unconstitutional or invalid for any reason, such holding shall not affect the validity, enforceability or constitutionality of the remaining provisions of this Agreement_4_ Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties and supersedes any prior agreement or understanding relating to the subject matter of this Agreement. THERE ARE NO ORAL AGREEMENTS CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT. Modification. This Agreement may be modified or amended only by a duly authorized written instrument executed by the Parties hereto. Waiver. The failure of either Party at any time to require performance of the other Party of any provision of this Agreement shall in no way affect the right of such Party thereafter to enforce the same provision, nor shall the waiver by either Party of any breach of any provision hereof be taken or held to be a waiver of any other or subsequent breach, or as a waiver of the provision itself. Binding Agreement. This Agreement shall be effective as of the date hereof and shall be binding upon and inure to the benefit of the successor or assign of either Party hereto. Survival. The rights and obligations of the Parties shall survive the term of this Agreement to the extent that any performance is required under this Agreement after the expiration or termination of this Agreement. E. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same document. Governing Law. This agreement shall be governed by the laws of the state of Colorado. Governmental Immunity. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or hereafter amended. Independent Contractor. Salud agrees that it is an Independent Contractor and that Salud's officers, agents or employees will not become employees of the Department, nor entitled to any employee benefits from the Department as a result of the execution of this Contract. Salud shall perform its duties hereunder as an Independent Contractor. Salud shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Contract. Salud, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through the Department and the Department shall not pay for or otherwise provide such coverage for Salud or any of its agents or employees. Unemployment insurance benefits will be available to Salud and its employees and agents only if such coverage is made available by Salud or a third party. Salud shall pay when due all -5- applicable employment taxes and income taxes and local head taxes (if applicable) incurred pursuant to this Contract. Severability. If any term or condition of this Contract shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, this Contract shall be construed and enforced without such provision, to the extent that this Contract is then capable of execution within the original intent of the parties. -6- IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written. COUNTY: ATTES �• `""•� BY: BOARD OF COUNTY COMMISSIONERS Clerk to the Board r,.� WELD COUNTY, CO Deputy Clerk to the n D. Ross, Chair NOV 2 7 2024 UD FAMILY HEALTH; Salud Family Health 203 South Rollie Avenue Fort Lupton, Colorado 80621 By: John Santistevan, Chief Executive Officer Date: -7- 12/10/2024 otoo14 3 /mil EXHIBIT A Business Associate Agreement — HIPAA This Business Associate Agreement ("BAA") is entered into by and between Salud Family Health, Inc. ("Organization") and Weld County Department of Human Services ("Business Associate") to set forth the terms and conditions under which protected health information ("PHI"), as defined by the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, Regulations enacted hereunder (HIPAA) , created or received by Business Associate on behalf of Organization may be used or disclosed. This BAA shall commence on the Effective Date of the Master Services Agreement ("BAA Effective Date") and the obligations herein shall continue in effect so long as Business Associate uses, discloses, creates or otherwise possesses or maintains any PHI created, or received, maintained or transmitted on behalf of Organization and until all PHI created, received, maintained or transmitted by Business Associate on behalf of Organization is destroyed or returned to Organization pursuant to Paragraph 16 herein. 1. The following terms, if and when used in this BAA, shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, 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. a. Business Associate. "Business Associate" shall generally have the same meaning as the term "business associate" at 45 CFR 160.103. b. Covered Entity. "Covered Entity" shall generally have the same meaning as the term "covered entity" at 45 CFR 160.103. c. HIPAA Rules. "HIPAA Rules" shall mean the Privacy, Security, Breach Notification, and Enforcement rules at 45 CFR Part 160 and Part 164. 2. Organization and Business Associate hereby agree that Business Associate shall be permitted to use and/or disclose PHI created, received, maintained or transmitted on behalf of Organization in accordance with this BAA. The permitted uses and disclosures, as may be outlined in a contract or Memorandum of Understanding, must be within the scope of, and necessary to achieve, the obligations and responsibilities of the Business Associate in performing on behalf of, or providing services to, Organization, or as Required by Law. Business Associate may not use or disclose PHI in a manner that would violate Subpart E of 45 CFR Part 164 if done by Organization except for the specific uses and disclosures set forth herein. 3. Business Associate acknowledges Business Associate is required by law to comply with the HIPAA Security Rule (45 CFR 164.302 through 164.318), the use and disclosure provisions of the HIPAA Privacy Rule and the Health Information Technology for Economic and Clinical Health Act (HITECH). To the extent Business Associate is to carry out one or more of Organization's obligations under Subpart E of 45 CFR Part 164, Business Associate hereby agrees to comply ACTIVE 6913973862 with the requirements of Subpart E that apply to Organization in the performance of such obligations. 4. Business Associate may use and disclose PHI created or received by Business Associate on behalf of Organization if necessary for the proper management and administration of Business Associate or to carry out Business Associate's legal responsibilities, provided that: a Any disclosure is required by law; or b. Business Associate obtains reasonable assurances from the person to whom the PHI is disclosed that (i) the PHI will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person; and (ii) the Business Associate will be notified of any instances of which the person is aware in which the confidentiality of the information is breached. 5. Business Associate hereby agrees to maintain the security and privacy of all PHI in a manner consistent with state and federal laws and regulations, including HIPAA, HITECH, 42 CFR Pt. 2 if applicable, and all other applicable laws. 6. Business Associate shall ensure that any subcontractors that create, receive, maintain, or transmit PHI on behalf of the Business Associate agree to the same restrictions, conditions, and requirements that apply to the Business Associate with respect to such information. Business Associate shall not disclose PHI created or received by Business Associate on behalf of Organization to a person, including any agent or subcontractor of Business Associate but not including a member of Business Associate's own workforce, until such person agrees in writing to be bound by provisions not less restrictive than this BAA and applicable state or federal law. 7. Business Associate shall not disclose PHI to any member of its workforce unless Business Associate has advised such person of Business Associate's privacy and security obligations under this Agreement, including the consequences for violation of such obligations. Business Associate shall take appropriate disciplinary action against any member of its workforce who uses or discloses PHI in violations of this Agreement and applicable law, in addition to meeting its reporting obligations owed to Organization hereunder. 8. Business Associate represents and warrants that it will use and disclose PHI in accordance with the Privacy Rule's "minimum necessary" standards by taking reasonable steps to limit uses and disclosures to the minimum amount of PHI required in accomplishing the intended purpose and consistent with the Organization's minimum necessary policies and procedures. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of PHI not permitted by this Agreement or applicable law. 9. Business Associate agrees to maintain a record of its disclosures of PHI, including disclosures not made for the purposes of this Agreement. Such record shall include the date of the disclosure, the name and, if known, the address of the recipient of the PHI, the name of the individual who is the subject of the PHI, a brief description of the PHI disclosed, and the purpose of the disclosure Page 2 of 7 consistent with enabling Organization to meet its accounting of disclosure obligations under the HIPAA Rules. Business Associate shall make such record available to Organization within thirty (30) days of a request and shall include disclosures made on or after the date which is six (6) years prior to the request. Business Associate shall not be required to maintain a record of disclosures of PHI made for the following purposes, unless such disclosures become mandatory for accounting of disclosure purposes under HIPAA: a For the purpose of treatment, payment or health care operations (as those terms are defined under HIPAA); b. To an individual who is the subject of the PHI; and c Pursuant to an Authorization which is valid under HIPAA. 10. Business Associate agrees to report to Organization any unauthorized use or disclosure of PHI by Business Associate or its workforce or subcontractors within ten (10) days and the remedial/mitigating action taken or proposed to be taken with respect to such use or disclosure and account for such disclosure. 11. In the event of a or Security Incident involving the Organization's PHI, Business Associate shall provide Organization a report including patient name, contact information, nature/cause of the breach, PHI breached and the date or period of time during which the breach occurred. Business Associate understands that such a report must be provided to Organization within ten (10) days from the date of the breach or the date the breach should have been known to have occurred, or as soon as possible upon discovery (not to exceed 10 days from the date of the breach/breach discovery). Business Associate is responsible for any actual and direct costs related to notification of individuals or next of kin (if the individual is deceased) of any successful Security Incident or Breach reported or caused by Business Associate to Organization. 12. Business Associates agrees to make its internal practices, books, and records relating to the use and disclosure of PHI received from Organization or created or received by Business Associate on behalf of Organization, available to the Secretary of the United States Department of Health and Human Services, for purposes of determining the Organization's and/or Business Associate's compliance with HIPAA. 13. Within ten (10) days of a written request by Organization, Business Associate shall allow a person who is the subject of PHI, such person's legal representative, or Organization to have access to and to copy such person's PHI maintained by Business Associate. Business Associate shall provide PHI in the format requested by such person, legal representative, or Organization unless it is not readily producible in such format, in which case it shall be produced in standard hard copy format. Business Associate shall forward any request for access to PHI by an individual to Organization promptly upon receipt thereof. Page 3 of 7 14. Business Associate agrees to amend, pursuant to a request by Organization, PHI maintained and created or received by Business Associate on behalf of Organization. Business Associate further agrees to complete such amendment within ten (10) days of a written request by Organization, and to make such amendment as directed by Organization. Business Associate shall forward any request for amendment by an individual to Organization promptly upon receipt thereof. 15. Organization shall notify Business Associate of any changes in, or revocation of, the permission by an individual to use or disclose his or her PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI. 16. In the event Business Associate fails to perform its obligations under this Agreement, Organization may, at its option: a. Require Business Associate to submit to a plan of compliance, including monitoring by Organization and reporting by Business Associate, as Organization, in its sole discretion, determines necessary to maintain compliance with this Agreement and applicable law. Such plan shall be incorporated into this Agreement by amendment hereto; b. Require Business Associate to mitigate any loss occasioned by the unauthorized disclosure or use of PHI; and c. Immediately discontinuing providing PHI to Business Associate with or without written notice to Business Associate. 17. Organization may immediately terminate this and related agreements if Organization determines that Business Associate has breached a material term of this Agreement. Alternatively, Organization may choose to: (i) provide Business Associate with ten (10) days written notice of the existence of an alleged material breach and (ii) afford Business Associate an opportunity to cure said alleged material breach to the satisfaction of Organization within ten (10) days of receipt of notice. Business Associate's failure to cure shall be grounds for immediate termination of this BAA. Organization's remedies under this BAA are cumulative and the exercise of any remedy shall not preclude the exercise of any other. 18. After termination or expiration of the Underlying Agreement for any reason, Business Associate with respect to PHI received created or maintained from or on behalf Organization, shall: (i) retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities; (ii) destroy (subject to the Underlying Agreement) the remaining PHI that the Business Associate still maintains in any form; and (iii) not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions set out in this BAA which applied before termination. If the destruction of the PHI is not feasible, in Business Associate's discretion, Business Associate shall notify Organization of the reasons destruction is not feasible and Business Associate shall continue to for as long as Business Associate retains the PHI. This section shall survive termination of this BAA. Page 4 of 7 19. Upon termination of this BAA for any reason, Business Associate, with respect to PHI received from Organization, or created, maintained, transmitted, or received by Business Associate on behalf of Organization, shall: a. Retain only that PHI which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities. b. Return to Organization the remaining PHI that the Business Associate still maintains in any form or destroy said PHI. c. Continue to use appropriate safeguards and comply with Subpart C of 45 CFR part 164 with respect to electronic protected health information to prevent use or disclosure of the PHI, other than as provided for in this Section, for as long as Business Associate retains the PHI. d. Not use or disclose the PHI retained by Business Associate other than for the purposes for which such PHI was retained and subject to the same conditions which applied prior to termination. e. Return to Organization or destroy the PHI retained by Business Associate when it is no longer needed by Business Associate for its proper management and administration or to carry out its legal responsibilities. The provisions of this section shall survive the BAA's termination. 20. The parties agree to amend this Agreement in order to maintain compliance with State or Federal law. Organization shall provide ten (10) days prior written notice to Business Associate of a need to amend the BAA and propose such amendments for Business Associate's consideration. Upon written agreement between the parties, such amendment shall be binding upon the parties. Either party may elect to terminate the BAA and any underlying service agreement(s) if an amendment is not able to be agreed upon within a reasonable timeframe from an amendment's commencement. All duties hereunder to maintain the security and privacy of PHI shall survive such termination. Organization and Business Associate may otherwise amend this Agreement by mutual written consent. 21. To the fullest extent permitted by law, each party (the "Indemnifying Party") shall indemnify the other party, and its officers, directors, employees and agents (collectively the "Indemnified Parties"), against any and all claims brought by or directly resulting from third parties, including reasonable attorneys' fees (the "Third Party Losses"), to the extent Third Party Losses are proximately caused by a breach of this BAA by the Indemnifying Party, each by the Indemnifying Party or its employees, directors, officers, subcontractors, and agents. The Indemnifying Party shall have the right to control the defense or settlement of such third -party claim, subject to the reasonable participation of, and approval by, the Indemnified Parties of any such settlement or defense strategy. The foregoing indemnification shall not apply to the extent such claims arise out of (i) the Indemnified Party's negligence or willful misconduct, or (ii) the negligence or willful misconduct of any subcontractor or agent other than Business Associate under the Indemnified Party's control. Page 5 of 7 22. Business Associate shall be liable for any and all claims, costs, and expenses, arising from and out of an alleged negligent act(s) or omission(s) of Business Associate, its agents, employees, or subcontractors in the performance of its obligations under this Agreement. In the event of a breach of this Agreement by Business Associate, its agents, employees, or subcontractors, Business Associate will, at its expense, indemnify, hold harmless and, at Organization's written request, defend Organization and its members, subsidiaries, affiliates, directors, trustees, officers, employees, agents and independent contractors, from and against any and all loss, cost, liability or expense (including costs and reasonable fees of attorneys and other professionals) arising out of or in connection with such breach, including, without limitation, costs associated with the notification of individuals, media, and credit monitoring that are a result of such breach. 23. A reference in the Agreement to sections in the Privacy Rule, Security Rule or HITECH Act or a term defined in the Privacy•Rule, Security Rule or HITECH Act means the section or definition as in effect or as amended. 24. Any ambiguity in this BAA shall be resolved to permit Organization to comply with the Privacy Rule, Security Rule or HITECH Act. Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have duly executed this BAA as of the BAA Effective Date. ORGANIZATION: Salud Family Health Inc. By: w-- Joh Santistevan, Chief Executive Officer Date: 12/10/2024 BUSINESS ASSOCIATE: BOARD OF COUNTY COMMISSIONERS WELD COUNTY, CO By: 7 0 Kevin D. Ross, Chair Date: ///27/49 — ATTEST: BY: Deputy Clerk to the Boa Page 7 of 7 Contract Form Entity Information Entity Name* SALUD FAMILY HEALTH CENTERS Entity ID* @00017669 New Entity? Contract Name* Contract ID SALUD FAMILY HEALTH CENTERS CONTRACT FOR 8870 MEDICAL ELIGIBILITY TECHNICIAN Contract Status CTB REVIEW Contract Lead * SADAMS Contract Lead Email sadams@weld.gov;cobbx xlk@w`eld.gov Parent Contract ID Requires Board Approval YES Department Project # Contract Description * SALUD FAMILY HEALTH CONTRACT FOR MEDICAL ELIGIBILITY TECHNICIAN ASSISTANCE. WITHIN THIS CONTRACT IS EXHIBIT A, BUSINESS ASSOCIATE AGREEMENT TO ALLOW FOR DATA SHARING. SALUD WILL REIMBURSE DHS UP TO 60 HOURS PER MONTH AT 50% OF THE HOURLY RATE. Contract Description 2 PA WILL ROUTE THROUGH THE NORMAL PROCESS. ETA TO CTB IS 11/19/24. Contract Type* CONTRACT Amount* $0.00 Renewable* NO Automatic Renewal Grant IGA Department Requested BOCC Agenda Due Date HUMAN SERVICES Date* 11/23/2024 11/27/2024 Department Email CM- HumanServices@weld.gov Department Head Email CM-HumanServices- DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV 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* 05/30/2025 Committed Delivery Date Renewal Date Expiration Date* 07/31/2025 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 11/21/2024 11/21/2024 11/21/2024 Final Approval BOCC Approved Tyler Ref # AG 112724 BOCC Signed Date Originator SADAMS BOCC Agenda Date 11/27/2024 Hello