HomeMy WebLinkAbout20251489.tiffResolution
Approve Contract for Aging and Disability Resource Centers (ADRC) for Access to
Long -Term Services and Support for Older Adults, Veterans, and Adults with
Disabilities, and Authorize Chair to Sign
Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
Whereas, the Board has been presented with a Contract for Aging and Disability
Resource Centers (ADRC) for Access to Long -Term Services and Support for Older
Adults, Veterans, and Adults with Disabilities 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 Human Services,
Division of Aging and Adult Protective Services, Office of Aging, Adult of Disability
Services, commencing upon full execution of signatures, and ending June 30, 2026, 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 Aging and Disability Resource Centers (ADRC) for Access
to Long -Term Services and Support for OlderAdults, Veterans, and Adults with Disabilities
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 Human Services, Division of Aging and Adult Protective
Services, Office of Aging, Adult of Disability Services, 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 Board of County Commissioners of Weld County, Colorado, approved the above
and foregoing Resolution, on motion duly made and seconded, by the following vote on
the 2nd day of June, A.D., 2025:
Perry L. Buck, Chair: Aye
Scott K. James, Pro-Tem: Excused
Jason S. Maxey: Aye
Lynette Peppier: Aye
Kevin D. Ross: Aye
Approved as to Form:
Bruce Barker, County Attorney
Attest:
Esther E. Gesick, Clerk to the Board
cc:1-(SID
°Edict /25
2025-1489
HR0097
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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Colorado Department of Human Services SFY 2026 Aging and Disability
Resource Center (ADRC) Contract
DEPARTMENT: Human Services DATE: May 27, 2025
PERSON REQUESTING: Jamie Ulrich, Director, Human Services
Brief description of the problem/issue: The Colorado Department of Human Services (CDHS) has
issued a new contract for the Aging and Disability Resource Center (ADRC). In Colorado, the ADRC
Federal Financial Participation (FFP) program, also known as ADRC Medicaid Administrative
FFP, allows ADRCs to receive reimbursement for program costs associated with Medicaid -eligible
activities. This program aims to streamline access to long-term services and supports for older
adults (60+), adults with disabilities (18+), their caregivers, and veterans of any age and provides a
way to maximize funding for these services.
The Department is requesting the Board's approval of the SFY 2026 ADRC Contract.
The contract term is July 1, 2025, through June 30, 2026
What options exist for the Board?
Approval of the CDHS SFY 2026 ADRC Contract
Deny approval of the CDHS SFY 2026 ADRC Contract
Consequences: WCDHS will not have a current contract with CDHS
Impacts: WCDHS will not receive the SFY 2026 funding which helps to provide services to
older adults, individuals with disabilities, their caregivers and veterans.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
Total Contract Amount = $36,031.26
Funded through Colorado Department of Human Services
Recommendation:
• Approval of this Contract and authorize the Chair to sign.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck
Scott K. James
Jason S. Maxey
Lynette Peppier
Kevin D. Ross
Pass -Around Memorandum; May 27, 2025 - CMS ID 9496
2025-1489
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State of Colorado
Department of Human Services Contract
Signature and Cover Pages
CMS #: 26 IHEA 197090
State Agency
Colorado Department of Human Services
Office of Aging, Adult Et Disability Services
Division of Aging and Adult Protective Services
Contract Maximum Amount
Initial Term
State Fiscal Year 2026
Maximum Amount for
All Fiscal Years
$36,031.26
$36,031.26
Pricing/Funding
Price Structure Cost Reimbursement
Contractor shall invoice: Monthly
Fund Source
State Funding for Senior Services (SB25-206)
eClearance #: 2503419
Contractor
Weld County, Colorado
Weld County Department of Human Services
Weld County Area Agency on Aging
Contractor's State of Incorporation:
Government / Not Applicable
Contract Performance Beginning Date
07/01/2025
Initial Contract Expiration Date
06/30/2026
Except as stated in §2.D, the total duration of
this Contract, including the exercise of any
options to extend, shall not exceed Five (5)
Years from its Performance Beginning Date.
Options
The State shall have the following options if
indicated with "Yes," as further described in
§2.C and §5.B.v:
Option to Extend Term per §2.C: Yes
Option to Increase or Decrease Maximum
Amount per §5.B.v: Yes
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Insurance
Contractor shall maintain the following
insurance if indicated with "Yes," as further
described in S10:
Worker's Compensation: Yes
General Liability: Yes
Automobile Liability: Yes
Protected Information: Yes
Professional Liability Insurance: Yes
Cyber/Net. Security -Privacy Liability
Insurance: Yes
Crime Insurance: No
State Representative
Erin Wester, Office Director
Colorado Department of Human Services
Office of Aging, Adult a Disability Services
Division of Aging and Adult Protective Services
1575 Sherman St.
Denver, CO 80203
303.866.2800
erin.wester@state.co.us
Miscellaneous
Authority to enter into this Contract exists in:
CRS S 26-1-111
Law -Specified Vendor Statutes:
CRS 5 26-1-111
Older Americans Act (P.L. 89-73)
Older Coloradans' Act (CRS S 16-11-100.1 et
seq. )
Procurement Method: Law Specified
Contractor Representative
Jamie Ulrich, Director
Weld County Department of Human Services
Weld County Area Agency on Aging
P.O. Box 1850, 315 C. N. 11th Ave.
Greeley, CO 80631
970.400.6950
ulrichjj@co.weld.co.us
Exhibits
The following Exhibits are attached and incorporated into this Contract:
Exhibit A - Statement of Work
Exhibit B - Budget
Exhibit C - HIPAA Business Associate Agreement
Contract Purpose
This Contract is supported through an Interagency Agreement between CDHS and HCPF to
support the Aging and Disability Resource Centers (ADRCs) which assist older adults, veterans,
and adults with a disability in accessing Long -Term Services and Supports. This Contract begins
a new agreement between CDHS and the Area Agency on Aging to administer the ADRC.
Signature Page Begins on Next Page
The rest of this page is intentionally left blank.
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The parties hereto have executed this contract
Each person signing this Contract represents and warrants that he or she is duly authorized to
execute this Contract and to bind the Party authorizing his or her signature.
Contractor
Weld County, Colorado
Weld County Department of Human Services
Weld County-sAmayAgency on Aging
P197 (,t
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By: Perry L. Buck, Chair
Weld County Board of County Commissioners
6/10/2025
Date:
State of Colorado
Jared S. Polis, Governor
Department of Human Services
Michelle Bar a Si VEutive Director
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,--7C070145902.1 c. .
By: Erin Wester, Office Director
Office of Adult, Aging Et Disability Services
6/10/2025
Date:
Legal Review
Philip J. Weiser, Attorney General
By: , Assistant Attorney General
Date:
In accordance with S 24-30-202 C.R.S., this Contract is not valid until signed and dated below
by the State Controller or an authorized delegate.
State Controller
Robert Jarag°celotr,d IBA, JD
By: Telly Belton/Toni Williamson/Amanda Rios
6/11/2025
Effective Date:
-- Signature and Cover Pages End --
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Table of Contents
1. Parties 1
2. Term and Effective Date 2
3. Definitions 4
4. Statement of Work 7
5. Payments to Contractor 8
6. Reporting - Notification 10
7. Contractor Records 11
8. Confidential Information -State Records 12
9. Conflicts of Interest 15
10. Insurance 15
11. Breach of Contract 19
12. Remedies 19
13. State's Right of Removal 21
14. Dispute Resolution 22
15. Notices and Representatives 22
16. Rights in Work Product and Other Information 23
17. Statewide Contract Management System 24
18. General Provisions 25
19. Colorado Special Provisions (Colorado Fiscal Rule 3-3) 31
20. Department of Human Services Provisions 34
21. Third Party Certification for Access to PII Through a Database or Automated Network 36
22. Federal Provisions 37
1. Parties
This Contract is entered into by and between Contractor named on the Signature and
Cover Pages for this Contract (the "Contractor"), and the STATE OF COLORADO acting by and
through the Department of Human Services (the "State" or "CDHS"). Contractor and the State
agree to the terms and conditions in this Contract.
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2. Term and Effective Date
A. Effective Date
This Contract shall not be valid or enforceable until the Effective Date. The State shall
not be bound by any provision of this Contract before the Effective Date, and shall have no
obligation to pay Contractor for any Work performed or expense incurred before the Effective
Date or after the expiration or sooner termination of this Contract.
B. Initial Term
The Parties' respective performances under this Contract shall commence on the
Contract Performance Beginning Date shown on the Signature and Cover Pages for this
Contract and shall terminate on the Initial Contract Expiration Date shown on the Signature
and Cover Pages for this Contract (the "Initial Term") unless sooner terminated or further
extended in accordance with the terms of this Contract.
C. Extension Terms - State's Option
If the Signature and Cover Pages for this Contract shows that the State has the Option
to Extend Term, then the State, at its discretion, shall have the option to extend the
performance under this Contract beyond the Initial Term for a period, or for successive
periods, at the same rates and under the same terms specified in the Contract (each such
period an "Extension Term"). In order to exercise this option, the State shall provide written
notice to Contractor in a form substantially equivalent to S23 "Sample Option Letter." The
State may include and incorporate a revised budget with the option letter, as long as the
revised budget does not unilaterally change rates or terms specified in the Contract. Except
as stated in S2.D, the total duration of this Contract, including the exercise of any options to
extend, shall not exceed 5 years from its Performance Beginning Date, or the number of years
specified on the Signature and Cover Pages if such number is less than 5 years, absent prior
approval from the Chief Procurement Officer in accordance with the Colorado Procurement
Code.
D. End of Term Extension
If this Contract approaches the end of its Initial Term, or any Extension Term then in
place, the State, at its discretion, upon written notice to Contractor as provided in S15, may
unilaterally extend such Initial Term or Extension Term for a period not to exceed 2 months
(an "End of Term Extension" or "Holdover"), regardless of whether additional Extension
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Terms are available or not. Any such extension shall be under the same terms and conditions
of the operative Contract including, but not limited to, prices, rates, and service delivery
requirements. The provisions of this Contract in effect when such notice is given shall remain
in effect during the End of Term Extension. The End of Term Extension shall automatically
terminate upon execution of a replacement contract or modification extending the total term
of the Contract.
E. Early Termination in the Public Interest
The State is entering into this Contract to serve the public interest of the State of
Colorado as determined by its Governor, General Assembly, or Courts. If this Contract ceases
to further the public interest of the State, the State, in its discretion, may terminate this
Contract in whole or in part. A determination that this Contract should be terminated in the
public interest shall not be equivalent to a State right to terminate for convenience. This
subsection shall not apply to a termination of this Contract by the State for Breach of
Contract by Contractor, which shall be governed by S12.A.i.
i. Method and Content
The State shall notify Contractor of such termination in accordance with S15. The
notice shall specify the effective date of the termination and whether it affects all or a
portion of this Contract, 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, Contractor
shall be subject to the rights and obligations set forth in S12.A.i.a.
iii. Payments
If the State terminates this Contract in the public interest, the State shall pay
Contractor an amount equal to the percentage of the total reimbursement payable under this
Contract that corresponds to the percentage of Work satisfactorily completed and accepted,
as determined by the State, less payments previously made. Additionally, if this Contract is
less than 60% completed, as determined by the State, the State may reimburse Contractor for
a portion of actual out-of-pocket expenses, not otherwise reimbursed under this Contract,
incurred by Contractor which are directly attributable to the uncompleted portion of
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Contractor's obligations, provided that the sum of any and all reimbursement shall not
exceed the maximum amount payable to Contractor hereunder.
3. Definitions
The following terms shall be construed and interpreted as follows:
A. "Breach of Contract" means the failure of a Party to perform any of its obligations in
accordance with this Contract, 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 Contractor, or the appointment of a
receiver or similar officer for Contractor 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 Contractor is debarred or suspended under § 24-109-105, C.R.S.
at any time during the term of this Contract, then such debarment or suspension shall
constitute a breach.
B. "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 as listed in § 24-11-101(1) C.R.S.
C. "Chief Procurement Officer" means the individual to whom the Executive Director
has delegated his or her authority pursuant to § 24-102-202, C.R.S. to procure or
supervise the procurement of all supplies and services needed by the State.
D. "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.
E. "Contract" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and
any future modifications thereto. For purposes of clarification and the removal of any
doubt, subject to any future modifications thereto, the Signature and Cover Pages and
Sections 1 through 21, as identified in the Table of Contents herein above, shall
constitute the "main body" of this Contract exclusively.
F. "Contract Funds" means the funds that have been appropriated, designated,
encumbered, or otherwise made available for payment by the State under this
Contract.
G. "CORA" means the Colorado Open Records Act, § § 24-72-200.1 et. seq., C.R.S.
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H. "Deliverable" means the outcome to be achieved or output to be provided, in the
form of a tangible object or software that is produced as a result of Contractor's Work
that is intended to be delivered to the State by the Contractor.
I. "Effective Date" means the date on which this Contract is approved and signed by the
Colorado State Controller or designee, as shown on the Signature Page for this
Contract. If this Contract is for a Major Information Technology Project, as defined in
§ 24-37.5-102(2.6), then Effective Date of this Contract shall be the later of the date
on which this Contract is approved and signed by the State's Chief Information Officer
or authorized delegate or the date on which this Contract is approved and signed by
the State Controller or authorized delegate, as shown on the Signature and Cover Page
for this Contract.
J. "End of Term Extension" means the time period defined in § 2.D.
K. "Exhibits" means the exhibits and attachments included with this Contract as shown
on the Signature and Cover Pages for this Contract.
L. "Extension Term" means the time period defined in § 2.C.
M. "Goods" means any movable material acquired, produced, or delivered by Contractor
as set forth in this Contract and shall include any movable material acquired,
produced, or delivered by Contractor in connection with the Services.
N. "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 knowledge,
instruction, or consent.
O. "Initial Term" means the time period defined in § 2.B.
P. "Party" means the State or Contractor, and "Parties" means both the State and
Contractor.
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.
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R. "PHI" means any individually identifiable health information, transmitted or
maintained in electronic or any form or medium, including but not limited to
demographic information„ (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.
S. "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. "PII" shall also mean "Personal Identifying Information" as set forth in §
24-74-102, et. seq., C.R.S.
T. "Services" means the services to be performed by Contractor as set forth in this
Contract, and shall include any services to be rendered by Contractor 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, Educational Records, Substance Use Disorder
Information, 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 Contractor which (i) is subject
to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions
at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly
available without breach of any obligation owed by Contractor to the State; (iv) is
disclosed to Contractor, 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.
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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 any third -parties engaged by Contractor to aid in
performance of the Work.
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. "Work" means the Goods delivered and Services performed pursuant to this Contract.
BB. "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, 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 Contract that is defined in an Exhibit shall be construed
and interpreted as defined in that Exhibit.
4. Statement of Work
Contractor shall complete the Work as described in this Contract and in accordance
with the provisions of the Exhibits. The State shall have no liability to compensate Contractor
for the delivery of any goods or the performance of any services that are not specifically set
forth in this Contract.
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5. Payments to Contractor
A. Maximum Amount
Payments to Contractor are limited to the unpaid, obligated balance of the Contract
Funds. The State shall not pay Contractor any amount under this Contract that exceeds the
Contract Maximum for that term shown on the Signature and Cover Pages for this Contract.
B. Payment Procedures
1. Invoices and Payment
a. The State shall pay Contractor in the amounts and in accordance
with the Exhibits.
b. Contractor shall initiate payment requests by invoice to the
State, in a form and manner approved by the State. Invoicing is a
material component of Contract performance and corresponding
Deliverables. Invoices shall be due to the State within 45 days of
work performed by the Contractor, unless otherwise stated in
the Exhibits hereto. Invoicing shall be done accurately and per
any specifications set forth in the Exhibits hereto. Time is of the
essence in this regard. If Contractor fails to timely and/or
properly invoice the State, the State may not be obligated to pay
the bill resulting from said invoice. Failure to timely and/or
properly invoice the State is a material breach of this Contract
which would be cause for the State to refuse payment and/or
terminate the contract on these grounds in whole or in part, at
the State's discretion.
c. The State shall pay each invoice within 45 days following the
State's receipt of that invoice, so long as the amount invoiced
correctly represents Work completed by Contractor and
previously accepted by the State during the term that the
invoice covers. If the State determines that the amount of any
invoice is not correct, then Contractor shall make all changes
necessary to correct that invoice.
d. The acceptance of an invoice shall not constitute acceptance of
any Work performed or deliverables provided under the
Contract.
11. Interest
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Amounts not paid by the State within 45 days of the State's acceptance of the invoice
shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1% per
month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that
interest shall not accrue on unpaid amounts that the State disputes in writing. Contractor
shall invoice the State separately for accrued interest on delinquent amounts, and the invoice
shall reference the delinquent payment, the number of day's interest to be paid and the
interest rate.
iii. Payment Disputes
If Contractor disputes any calculation, determination or amount of any payment,
Contractor shall notify the State in writing of its dispute within 30 days following the earlier
to occur of Contractor's receipt of the payment or notification of the determination or
calculation of the payment by the State. The State will review the information presented by
Contractor and may make changes to its determination based on this review. The calculation,
determination or payment amount that results from the State's review shall not be subject to
additional dispute under this subsection. No payment subject to a dispute under this
subsection shall be due until after the State has concluded its review, and the State shall not
pay any interest on any amount during the period it is subject to dispute under this
subsection.
iv. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the
current State Fiscal Year. Payment to Contractor beyond the current State Fiscal Year is
contingent on the appropriation and continuing availability of Contract Funds in any
subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds
from any other non -State funds constitute all or some of the Contract Funds the State's
obligation to pay Contractor shall be contingent upon such non -State funding continuing to be
made available for payment. Payments to be made pursuant to this Contract shall be made
only from Contract Funds, and the State's liability for such payments shall be limited to the
amount remaining of such Contract Funds. If State, federal or other funds are not
appropriated, or otherwise become unavailable to fund this Contract, the State may, upon
written notice, terminate this Contract, in whole or in part, without incurring further
liability. The State 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 Contract were terminated in the public
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v. Option to Increase Maximum Amount
If the Signature and Cover Pages for this Contract show that the State has the Option
to Increase or Decrease Maximum Amount, then the State, at its discretion, shall have the
option to increase or decrease the statewide quantity of Goods and Services based upon the
rates established in this Contract, and increase or decrease the maximum amount payable
accordingly. In order to exercise this option, the State shall provide written notice to
Contractor in a form substantially equivalent to 523 "Sample Option Letter." Delivery of
Goods and performance of Services shall continue at the same rates and terms as described in
this Contract. The State may include and incorporate a revised budget with the option letter,
as tong as the revised budget does not unilaterally change rates or terms specified in the
Contract.
6. Reporting — Notification
A. Quarterly Reports.
In addition to any reports required pursuant to 517 or pursuant to any other Exhibit,
for any contract having a term longer than three months, Contractor shall submit, on a
quarterly basis, a written report specifying progress made for each specified performance
measure and standard in this Contract. Such progress report shall be in accordance with the
procedures developed and prescribed by the State. Progress reports shall be submitted to the
State at the time or times specified by the State in this Contract, or, if no time is specified in
this Contract, not later than five Business Days following the end of each calendar quarter.
B. Litigation Reporting
If Contractor 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 Contract or may affect Contractor's ability to perform its obligations under this
Contract, Contractor shall, within 5 days after being served, notify the State of such action
and deliver copies of such pleading or document to the State's principal representative
identified on the Signature and Cover Pages for this Contract.
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C. Performance Outside the State of Colorado or the United States, § 24-
102-206 C.R.S.
To the extent not previously disclosed in accordance with 524-102-206, C.R.S.,
Contractor shall provide written notice to the State, in accordance with 515 and in a form
designated by the State, within 20 days following the earlier to occur of Contractor's decision
to perform Services outside of the State of Colorado or the United States, or its execution of
an agreement with a Subcontractor to perform, Services outside the State of Colorado or the
United States. Such notice shall specify the type of Services to be performed outside the
State of Colorado or the United States and the reason why it is necessary or advantageous to
perform such Services at such location or locations, and such notice shall be a public record.
Knowing failure by Contractor to provide notice to the State under this section shall
constitute a Breach of Contract. This section shall not apply if the Contract Funds include any
federal funds.
7. Contractor Records
A. Maintenance
Contractor shall maintain a file of all documents, records, communications, notes and
other materials relating to the Work (the "Contractor Records"). Contractor Records shall
include all documents, records, communications, notes and other materials maintained by
Contractor that relate to any Work performed by Subcontractors, and Contractor shall
maintain all records related to the Work performed by Subcontractors required to ensure
proper performance of that Work. Contractor shall maintain Contractor Records until the last
to occur of:
i. the date three years after the date this Contract expires or is terminated,
ii. final payment under this Contract is made,
iii. the resolution of any pending Contract matters, or
iv. if an audit is occurring, or Contractor has received notice that an audit is
pending, the date such audit is completed and its findings have been
resolved (the "Record Retention Period").
B. Inspection
Contractor shall permit the State, the federal government, and any duly authorized
agent of a governmental entity, to audit, inspect, examine, excerpt, copy and transcribe
Contractor Records during the Record Retention Period. Contractor shall make Contractor
Records available during normal business hours at Contractor's office or place of business, or
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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 State, the federal government, and any other duly authorized agent of a
governmental agency, in its discretion, may monitor Contractor's performance of its
obligations under this Contract using procedures as determined by the State. The State shall
monitor Contractor's performance in a manner that does not unduly interfere with
Contractor's performance of the Work.
D. Final Audit Report
Contractor shall promptly submit to the State a copy of any final audit report of an
audit performed on Contractor's records that relates to or affects this Contract or the Work,
whether the audit is conducted by Contractor or a third party.
8. Confidential Information -State Records
A. Confidentiality
Contractor shall keep confidential, and cause all Subcontractors to keep confidential,
all State Records, unless those State Records are publicly available. Contractor 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
Contract, permitted by law or approved in writing by the State. Contractor 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 Contractor or any of its Subcontractors will or may receive the
following types of data, Contractor 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 Contract 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
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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 Contract, if applicable. Contractor shall immediately
forward any request or demand for State Records to the State's Principal
Representative.
B. Other Entity Access and Nondisclosure Agreements
Contractor 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 Contract. Contractor shall ensure all such
agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure
provisions at least as protective as those in this Contract, and that the nondisclosure
provisions are in force at all times the agent, employee, assign or Subcontractor has access to
any State Confidential Information. Contractor shall provide copies of those signed
nondisclosure provisions to the State upon execution of the nondisclosure provisions if
requested by the State.
C. Use, Security, and Retention
Contractor shall use, hold and maintain State Confidential Information in compliance
with any and all applicable laws and regulations only in facilities located within the United
States, and shall maintain a secure environment that ensures confidentiality of all State
Confidential Information. Contractor shall provide the State with access, subject to
Contractor'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 Contract, Contractor shall return
State Records provided to Contractor or destroy such State Records and certify to the State
that it has done so, as directed by the State. If Contractor is prevented by law or regulation
from returning or destroying State Confidential Information, Contractor warrants it will
guarantee the confidentiality of, and cease to use, such State Confidential Information.
D. Incident Notice and Remediation
If Contractor becomes aware of any Incident, Contractor shall notify the State
immediately and cooperate with the State regarding recovery, remediation, and the necessity
to involve law enforcement, as determined by the State. Unless Contractor can establish that
Contractor and its Subcontractors are not the cause or source of the Incident, Contractor shall
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be responsible for the cost of notifying each person who may have been impacted by the
Incident. After an Incident, Contractor shall take steps to reduce the risk of incurring a
similar type of Incident in the future as directed by 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 State may adjust or direct modifications to this plan in its
sole discretion, and Contractor shall make all modifications as directed by the State. If
Contractor cannot produce its analysis and plan within the allotted time, the State, in its
discretion, may perform such analysis and produce a remediation plan, and Contractor shall
reimburse the State for the actual costs thereof. The State may, in its sole discretion and at
Contractor's sole expense, require Contractor to engage the services of an independent,
qualified, State -approved third party to conduct a security audit. Contractor shall provide
the State with the results of such audit and evidence of Contractor's planned remediation in
response to any negative findings.
E. Data Protection and Handling
Contractor shall ensure that all State Records and Work Product in the possession of
Contractor or any Subcontractors are protected and handled in accordance with the
requirements of this Contract, including the requirements of any Exhibits hereto, at all times.
F. Safeguarding PII
If Contractor or any of its subcontractors will or may receive PII under this
Contract, Contractor shall provide for the security of such PI!, in a manner and form
acceptable to 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. Contractor shall be a "third -party service provider" as defined in S24-73-103(1)(1),
C.R.S. and shall maintain security procedures and practices consistent with SS24-73-101
et seq., C.R.S. in addition, as set forth in S 24-74-102, et. seq., C.R.S., Contractor,
including, but not limited to, Contractor's employees, agents and subcontractors, agrees
not to share any PII with any third parties for the purpose of investigating for,
participating in, cooperating with, or assisting with federal immigration enforcement. If
Contractor is given direct access to any State databases containing PI!, Contractor shall
execute, on behalf of itself and its employees, the certification described in Section 21
below on an annual basis Contractor's duty and obligation to certify as set forth in Section
21 below shall continue as long as Contractor has direct access to any State databases
containing PI!. If Contractor uses any subcontractors to perform Services requiring direct
access to state databases containing PI!, Contractor shall require such subcontractors to
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execute and deliver the certification to the State on an annual basis, so long as the
subcontractor has access to State databases containing PI!.
9. Conflicts of Interest
A. Actual Conflicts of Interest
Contractor 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 Contractor under this
Contract. Such a conflict of interest would arise when a Contractor 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 Contract.
B. Apparent Conflicts of Interest
Contractor acknowledges that, with respect to this Contract, even the appearance of a
conflict of interest shall be harmful to the State's interests. Absent the State's prior written
approval, Contractor shall refrain from any practices, activities or relationships that
reasonably appear to be in conflict with the full performance of Contractor's obligations
under this Contract.
C. Disclosure To the State
If a conflict or the appearance of a conflict arises, or if Contractor is uncertain
whether a conflict or the appearance of a conflict has arisen, Contractor shall submit to the
State a disclosure statement setting forth the relevant details for the State's consideration.
Failure to promptly submit a disclosure statement or to follow the State's direction in regard
to the actual or apparent conflict constitutes a breach of this Contract.
D. Contractor acknowledges that all state employees are subject to the
ethical principles described in S24-18-105, C.R.S. Contractor further acknowledges
that state employees may be subject to the requirements of S24-18-105, C.R.S. with
regard to this contract.
10. Insurance
Contractor 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
Contract to the extent that such insurance policies are required as shown on the Signature
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and Cover Page for this Contract. All insurance policies required by this Contract shall be
issued by insurance companies as approved by the State. These insurance requirements shall
not be construed as caps or limitations on liability.
A. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability
insurance covering all Contractor 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. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non -
owned autos) with a minimum limit of $1,000,000 each accident combined single limit.
D. Protected Information
Liability insurance covering all civil, regulatory, and statutory damages, contractual
damages, data breach management exposure, and all loss income or extra expense as a result
of actual or alleged breach, violation or infringement of a right to privacy, consumer data
protection law, confidentiality or other legal protection for personal information as well as
State Confidential Information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
iii. Notwithstanding sections D(i) and (ii) above, if Contractor has State
Confidential Information for 10 or fewer individuals or revenues of $250,000
or less, Contractor shall maintain limits of not less than $50,000.
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iv. Notwithstanding sections D(i) and (ii) above, if Contractor has State
Confidential Information for 25 or fewer individuals or revenues of $500,000
or less, Contractor shall maintain limits of not less than $100,000.
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or
any negligent act with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Cyber/Network Security and Privacy Liability
Liability insurance covering civil, regulatory, and statutory damages, contractual
damages, data breach management exposure, and any loss of income or extra expense
as a result of actual or alleged breach, violation or infringement of right to privacy,
consumer data protection law, confidentiality or other legal protection for personal
information, as well as State Confidential Information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
H. Additional Insured
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 Contractor and Subcontractors.
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I. Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary and
noncontributory over any insurance or self-insurance program carried by Contractor or the
State.
J. Cancellation
The above 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 Contractor and Contractor shall forward such notice to the State in accordance
with §15 within seven days of Contractor's receipt of such notice.
K. Subrogation Waiver
All insurance policies secured or maintained by Contractor or its Subcontractors in
relation to this Contract shall include clauses stating that each carrier shall waive all rights of
recovery under subrogation or otherwise against Contractor or the State, its agencies,
institutions, organizations, officers, agents, employees, and volunteers.
L. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado Governmental
Immunity Act, §§24-10-101, et seq., C.R.S. (the "GIA"), Contractor shall maintain, in lieu of
the liability insurance requirements stated above, at all times during the term of this
Contract 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, Contractor shall ensure that the Subcontractor maintains at all times during the
terms of this Contract, 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.
M. Certificates
Contractor shall provide to the State certificates evidencing Contractor's insurance
coverage required in this Contract within seven Business Days following the Effective Date.
Contractor shall provide to the State certificates evidencing Subcontractor insurance
coverage required under this Contract within seven Business Days following the Effective
Date, except that, if Contractor's subcontract is not in effect as of the Effective Date,
Contractor shall provide to the State certificates showing Subcontractor insurance coverage
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required under this Contract within seven Business Days following Contractor's execution of
the subcontract. No later than 15 days before the expiration date of Contractor's or any
Subcontractor's coverage, Contractor shall deliver to the State certificates of insurance
evidencing renewals of coverage. At any other time during the term of this Contract, upon
request by the State, Contractor shall, within seven Business Days following the request by
the State, supply to the State evidence satisfactory to the State of compliance with the
provisions of this section.
11. Breach of Contract
In the event of a Breach of Contract, the aggrieved Party shall give written notice of
breach to the other Party. If the notified Party does not cure the Breach of Contract, at its
sole expense, within 30 days after the delivery of written notice, the Party may exercise any
of the remedies as described in S12 for that Party. Notwithstanding any provision of this
Contract to the contrary, the State, in its discretion, need not provide notice or a cure period
and may immediately terminate this Contract in whole or in part or institute any other
remedy in the Contract in order to protect the public interest of the State; or if Contractor is
debarred or suspended under 524-109-105, C.R.S., the State, in its discretion, need not
provide notice or cure period and may terminate this Contract in whole or in part or institute
any other remedy in this Contract as of the date that the debarment or suspension takes
effect.
12. Remedies
A. State's Remedies
If Contractor is in breach under any provision of this Contract and fails to cure such
breach, the State, following the notice and cure period set forth in 511, shall have all of the
remedies listed in this section in addition to all other remedies set forth in this Contract or at
law. The State may exercise any or all of the remedies available to it, in its discretion,
concurrently or consecutively.
i. Termination for Breach of Contract
In the event of Contractor's uncured breach, the State may terminate this entire
Contract or any part of this Contract. Contractor shall continue performance of this Contract
to the extent not terminated, if any.
a. Obligations and Rights
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To the extent specified in any termination notice, Contractor 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, Contractor shall
complete and deliver to the State all Work not cancelled by the termination notice, and may
incur obligations as necessary to do so within this Contract's terms. At the request of the
State, Contractor shall assign to the State all of Contractor's rights, title, and interest in and
to such terminated orders or subcontracts. Upon termination, Contractor shall take timely,
reasonable and necessary action to protect and preserve property in the possession of
Contractor but in which the State has an interest. At the State's request, Contractor shall
return materials owned by the State in Contractor's possession at the time of any
termination. Contractor shall deliver all completed Work Product and all Work Product that
was in the process of completion to the State at the State's request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Contractor for
accepted Work received as of the date of termination. If, after termination by the State, the
State agrees that Contractor was not in breach or that Contractor'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 Contract had been terminated in the
public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall remain liable
to the State for any damages sustained by the State in connection with any breach by
Contractor, and the State may withhold payment to Contractor for the purpose of mitigating
the State's damages until such time as the exact amount of damages due to the State from
Contractor is determined. The State may withhold any amount that may be due Contractor as
the State deems necessary to protect the State against loss including, without limitation, loss
as a result of outstanding liens and excess costs incurred by the State in procuring from third
parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies:
a. Suspend Performance
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Suspend Contractor's performance with respect to all or any portion of the Work
pending corrective action as specified by the State without entitling Contractor to an
adjustment in price or cost or an adjustment in the performance schedule. Contractor shall
promptly cease performing Work and incurring costs in accordance with the State's directive,
and the State shall not be liable for costs incurred by Contractor after the suspension of
performance.
b. Withhold Payment
Withhold payment to Contractor until Contractor corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Contractor's actions or
inactions, cannot be performed or if they were performed are reasonably of no value to the
state; provided, that any denial of payment shall be equal to the value of the obligations not
performed.
d. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any Work is
likely to infringe, a patent, copyright, trademark, trade secret or other intellectual property
right, Contractor shall, as approved by the State, (i) secure that right to use such Work for
the State and Contractor; (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 State.
B. Contractor's Remedies
If the State is in breach of any provision of this Contract and does not cure such
breach, Contractor, following the notice and cure period in S11 and the dispute resolution
process in S14, shall have all remedies available at law and equity.
13. State's Right of Removal
The State retains the right to demand, at any time, regardless of whether Contractor
is in breach, the immediate removal of any of Contractor's employees, agents, or
subcontractors from the work whom the State, in its sole discretion, deems incompetent,
careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to
this Contract is deemed by the State to be contrary to the public interest or the State's best
interest.
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14. Dispute Resolution
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance
of this Contract which cannot be resolved by the designated Contract representatives shall be
referred in writing to a senior departmental management staff member designated by the
State and a senior manager designated by Contractor for resolution.
B. Resolution of Controversies
If the initial resolution described in S14.A fails to resolve the dispute within 10
Business Days, Contractor shall submit any alleged breach of this Contract by the State to the
Procurement Official of CDHS as described in S24-102-202(3), C.R.S. for resolution in
accordance with the provisions of S24-106-109, C.R.S., and SS24-109-101.1 through 24-109-
505, C.R.S., (the "Resolution Statutes"), except that if Contractor wishes to challenge any
decision rendered by the Procurement Official, Contractor's challenge shall be an appeal to
the Executive Director of the Department of Personnel and Administration, or their delegate,
under the Resolution Statutes before Contractor pursues any further action as permitted by
such statutes. Except as otherwise stated in this Section, all requirements of the Resolution
Statutes shall apply including, without limitation, time limitations.
15. Notices and Representatives
Each individual identified on the Signature and Cover Pages shall be the principal
representative of the designating Party. All notices required or permitted to be given under
this Contract 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
on the Signature and Cover Pages for this Contract or (C) as an email with read receipt
requested to the principal representative at the email address, if any, set forth on the
Signature and Cover Pages for this Contract. 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 below. Either Party may change its principal representative or principal
representative contact information by notice submitted in accordance with this section
without a formal amendment to this Contract. Unless otherwise provided in this Contract,
notices shall be effective upon delivery of the written notice.
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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, Contractor 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 Contractor
cannot make any of the assignments required by this section, Contractor 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, Contractor 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 Contractor 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 Contractor is under contract with the State at the time, Contractor
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. To the
extent that Work Product would fall under the definition of "works made for hire" under 17
U.S.C.S. 5101, the Parties intend the Work Product to be a work made for hire. Contractor
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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 Contract, all State
Records, 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, and
information provided by or on behalf of the State to Contractor are the exclusive property of
the State (collectively, "State Materials"). Contractor shall not use, willingly allow, cause or
permit Work Product or State Materials to be used for any purpose other than the
performance of Contractor's obligations in this Contract without the prior written consent of
the State. Upon termination of this Contract for any reason, Contractor shall provide all
Work Product and State Materials to the State in a form and manner as directed by the State.
C. Exclusive Property of Contractor
Contractor retains the exclusive rights, title, and ownership to any and all pre-existing
materials owned or licensed to Contractor 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 Contractor under the Contract, whether
incorporated in a Deliverable or necessary to use a Deliverable (collectively, "Contractor
Property"). Contractor Property shall be licensed to the State as set forth in this Contract or a
State approved license agreement:
i. entered into as exhibits to this Contract;
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. Statewide Contract Management System
If the maximum amount payable to Contractor under this Contract is $100,000 or
greater, either on the Effective Date or at any time thereafter, this section shall apply.
Contractor agrees to be governed by and comply with the provisions of H24-106-103, 24-102-
206, 24-106-106, and 24-106-107, C.R.S. regarding the monitoring of vendor performance and
the reporting of contract performance information in the State's contract management
system ("Contract Management System" or "CMS"). Contractor's performance shall be subject
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to evaluation and review in accordance with the terms and conditions of this Contract,
Colorado statutes governing CMS, and State Fiscal Rules and State Controller Policies.
18. General Provisions
A. Assignment
Contractor's rights and obligations under this Contract are personal and may not be
transferred or assigned without the prior, written consent of the State. Any attempt at
assignment or transfer without such consent shall be void. Any assignment or transfer of
Contractor's rights and obligations approved by the State shall be subject to the provisions of
this Contract.
B. Subcontracts
Unless other restrictions are required elsewhere in this Contract, Contractor shall not
enter into any subcontract in connection with its obligations under this Contract without
providing notice to the State. The State may reject any such subcontract, and Contractor
shall terminate any subcontract that is rejected by the State and shall not allow any
Subcontractor to perform any Work after that Subcontractor's subcontract has been rejected
by the State. Contractor shall submit to the State a copy of each such subcontract upon
request by the State. All subcontracts entered into by Contractor in connection with this
Contract 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 Contract.
C. Binding Effect
Except as otherwise provided in §18.A., all provisions of this Contract, 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 Contract and the performance of such Party's obligations have been duly authorized.
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E. Captions and References
The captions and headings in this Contract are for convenience of reference only, and
shall not be used to interpret, define, or limit its provisions. All references in this Contract to
sections (whether spelled out or using the S 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 Contract 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 Contract 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 Contract. Prior or contemporaneous additions,
deletions, or other changes to this Contract shall not have any force or effect whatsoever,
unless embodied herein.
H. Digital Signatures
If any signatory signs this Contract using a digital signature in accordance with the
Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of
digital signatures issued under the State Fiscal Rules, then any agreement or consent to use
digital signatures within the electronic system through which that signatory signed shall be
incorporated into this Contract by reference.
I. Modification
Except as otherwise provided in this Contract, any modification to this Contract shall
only be effective if agreed to in a formal amendment to this Contract, properly executed and
approved in accordance with applicable Colorado State law and State Fiscal Rules.
Modifications permitted under this Contract, other than contract amendments, shall conform
to the policies issued by the Colorado State Controller.
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J. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Contract 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 Contract.
K. Order of Precedence
In the event of a conflict or inconsistency between this Contract and any Exhibits or
attachments such conflict or inconsistency shall be resolved by reference to the documents in
the following order of priority:
i. HIPAA Business Associate Agreement (if any).
ii. Federal Provisions (if any).
iii. Colorado Special Provisions in S19 of the main body of this Contract.
iv. Information Technology Provisions Exhibit (if any).
v. The provisions of the other sections of the main body of this Contract.
vi. PII Certification (if any)
vii. Any other Exhibit(s) shall take precedence in alphabetical order.
L. External Terms and Conditions
Notwithstanding anything to the contrary herein, the State shall not be subject to any
provision included in any terms, conditions, or agreements appearing on Contractor's or a
Subcontractor's website or any provision incorporated into any click -through or online
agreements related to the Work unless that provision is specifically referenced in this
Contract.
M. Severability
The invalidity or unenforceability of any provision of this Contract shall not affect the
validity or enforceability of any other provision of this Contract, which shall remain in full
force and effect, provided that the Parties can continue to perform their obligations under
this Contract in accordance with the intent of the Contract.
N. Survival of Certain Contract Terms
Any provision of this Contract that imposes an obligation on a Party after termination
or expiration of the Contract shall survive the termination or expiration of the Contract and
shall be enforceable by the other Party.
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O. 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 State 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 Contractor. Contractor shall be solely
responsible for any exemptions from the collection of excise, sales or use taxes that
Contractor may wish to have in place in connection with this Contract.
P. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §18.A., this
Contract does not and is not intended to confer any rights or remedies upon any person or
entity other than the Parties. Enforcement of this Contract and all rights and obligations
hereunder are reserved solely to the Parties. Any services or benefits which third parties
receive as a result of this Contract are incidental to the Contract, and do not create any
rights for such third parties.
Q. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this
Contract, 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.
R. Cora Disclosure
To the extent not prohibited by federal law, this Contract and the performance
measures and standards required under §24-106-107, C.R.S., if any, are subject to public
release through the CORA.
S. Standard and Manner of Performance
Contractor shall perform its obligations under this Contract in accordance with the
highest standards of care, skill and diligence in Contractor's industry, trade, or profession.
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T. Licenses, Permits, and Other Authorizations.
Contractor shall secure, prior to the Effective Date, and maintain at all times during
the term of this Contract, at its sole expense, all licenses, certifications, permits, and other
authorizations required to perform its obligations under this Contract, and shall ensure that
all employees, agents and Subcontractors secure and maintain at all times during the term of
their employment, agency or subcontract, all licenses, certifications, permits and other
authorizations required to perform their obligations in relation to this Contract.
U. Indemnification
i. Applicability
This entire S18.0 does not apply to Contractor if Contractor is a "public entity" within
the meaning of the GIA.
ii. General Indemnification
Contractor shall indemnify, save, and hold harmless the State, its 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
Contractor, or its employees, agents, Subcontractors, or assignees in connection with this
Contract.
Confidential Information Indemnification
Disclosure or use of State Confidential Information by Contractor in violation of S8 may
be cause for legal action by third parties against Contractor, the State, or their respective
agents. Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against
any and all claims, damages, liabilities, losses, costs, expenses (including attorneys' fees and
costs) incurred by the State in relation to any act or omission by Contractor, or its employees,
agents, assigns, or Subcontractors in violation of S8.
iv. Intellectual Property Indemnification
Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against
any and all costs, expenses, claims, damages, liabilities, and other amounts (including
attorneys' fees and costs) incurred by the Indemnified Parties in relation to any claim that
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any Deliverable, Good or Service, software, or Work Product provided by Contractor under
this Contract (collectively, "IP Deliverables"), or the use thereof, infringes a patent,
copyright, trademark, trade secret, or any other intellectual property right. Contractor's
obligations hereunder shall not extend to the combination of any IP Deliverables provided by
Contractor with any other product, system, or method, unless the other product, system, or
method is (a) provided by Contractor or Contractor's subsidiaries or affiliates; (b) specified by
Contractor to work with the IP Deliverables; (c) reasonably required in order to use the IP
Deliverables in its intended manner and the infringement could not have been avoided by
substituting another reasonably available product, system, or method capable of performing
the same function; or (d) is reasonably expected to be used in combination with the IP
Deliverables.
v. Accessibility
a. Contractor shall comply with and the Work Product provided
under this Contract shall be in compliance with all applicable
provisions of §§24-85-101, et seq., C.R.S., and the Accessibility
Standards for Individuals with a Disability, as established by
the Governor's Office of Information Technology (OIT), pursuant
to Section S24-85-103 (2.5), C.R.S. Contractor shall also 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.
b. The State may require Contractor's compliance to the State's
Accessibility Standards to be determined by a third party
selected by the State to attest to Contractor's Work Product and
software is in compliance with SS24-85-101, et seq., C.R.S., and
the Accessibility Standards for Individuals with a Disability as
established by the Office of Information Technology pursuant to
Section S24-85-103 (2.5), C.R.S.
c. Accessibility Indemnification: Contractor shall indemnify, save,
and hold harmless the state, its employees, agents and assignees
(collectively, 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
Contractor's failure to comply with H24-85-101, et seq., C.R.S.,
or the Accessibility Standards for Individuals with a
Disability as established by the Office of Information
Technology pursuant to Section S24-85-103 (2.5), C.R.S.
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V. Other
i. Compliance with State and Federal Law, Regulations, & Executive
Contractor shall comply with all State and, if Federal funding is involved, Federal law,
regulations, executive orders, State and Federal Awarding Agency policies, procedures,
directives, and reporting requirements at all times during the term of this Contract.
19. Colorado Special Provisions (Colorado Fiscal Rule 3-3)
These Special Provisions apply to all contracts except where noted In {grey highlighted
braces}.
A. Statutory Approval. § 24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State
Controller or designee. If this Contract is for a Major Information Technology Project, as
defined in S24-37.5-102(2.6), C.R.S., then this Contract shall not be valid until it has been
approved by the State's Chief Information Officer or designee.
B. Fund Availability. § 24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are
contingent upon funds for that purpose being appropriated, budgeted, and otherwise made
available.
C. 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, S24-10-101, 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, SS24-30-1501, et seq.
C.R.S. 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, contained in these statutes.
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D. Independent Contractor.
Contractor shall perform its duties hereunder as an independent contractor and not as
an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to
be an agent or employee of the State. Contractor shall not have authorization, express or
implied, to bind the State to any agreement, liability or understanding, except as expressly
set forth herein. Contractor and its employees and agents are not entitled to unemployment
insurance or workers compensation benefits through the State and the State shall not pay for
or otherwise provide such coverage for Contractor or any of its agents or employees.
Contractor shall pay when due all applicable employment taxes and income taxes and local
head taxes incurred pursuant to this Contract. Contractor 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.
E. Compliance With Law.
Contractor shall strictly 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.
F. 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 Contract. 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 Contract shall be filed and proceedings
held in the State of Colorado and exclusive venue shall be in the City and County of Denver.
G. Prohibited Terms.
Any term included in this Contract that requires the State to indemnify or hold
Contractor harmless; requires the State to agree to binding arbitration; limits Contractor's
liability for damages resulting from death, bodily injury, or damage to tangible property; or
that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract
shall be construed as a waiver of any provision of S24-106-109, C.R.S.
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H. Software Piracy Prohibition.
State or other public funds payable under this Contract shall not be used for the
acquisition, operation, or maintenance of computer software in violation of federal copyright
laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during
the term of this Contract and any extensions, Contractor has and shall maintain in place
appropriate systems and controls to prevent such improper use of public funds. If the State
determines that Contractor is in violation of this provision, the State may exercise any
remedy available at law or in equity or under this Contract, including, without limitation,
immediate termination of this Contract and any remedy consistent with federal copyright
laws or applicable licensing restrictions.
I. 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
Contract. Contractor has no interest and shall not acquire any interest, direct or indirect,
that would conflict in any manner or degree with the performance of Contractor's services
and Contractor shall not employ any person having such known interests.
J. Vendor Offset and Erroneous Payments. § § 24-30-202(1) and 24-30-
202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to S24-30-202.4(3.5),
C.R.S., 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 SS39-
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 State may also recover, at the State's
discretion, payments made to Contractor in error for any reason, including,
but not limited to, overpayments or improper payments, and unexpended
or excess funds received by Contractor by deduction from subsequent
payments under this Contract, deduction from any payment due under any
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other contracts, grants or agreements between the State and Contractor, or
by any other appropriate method for collecting debts owed to the State.
20. Department of Human Services Provisions
A. Exclusion, Debarment and/or Suspension
Contractor represents and warrants that Contractor, its employees, agents, assigns, or
Subcontractors, are not presently excluded from participation, debarred, suspended,
proposed for debarment, declared ineligible, voluntarily excluded, or otherwise ineligible to
participate in a "federal health care program" as defined in 42 U.S.C. S 1320a-7b(f) or in any
other government payment program by any federal or State of Colorado department or
agency. If Contractor, its employees, agents, assigns, or Subcontractors, are excluded from
participation, or becomes otherwise ineligible to participate in any such program during the
term of this Contract, Contractor shall notify the State in writing within three (3) days after
such event. Upon the occurrence of such event, whether or not such notice is given to
Contractor, the State may immediately terminate this Contract.
B. Emergency Planning
If Contractor provides Work that is an extension of State work performed as part of
the State of Colorado Emergency Operations Plan or for a publicly funded safety net program,
as defined by C.R.S. S 24-33.5-701 et seq., Contractor shall perform the Work in accordance
with the State's Emergency Operations Plan or continuity of operations plan in the event of
an emergency. If requested, Contractor shall provide a plan and reporting information to
ensure compliance with the State's Emergency Operations Plan and C.R.S. S 24-33.5-701 et
seq.
C. Restrictions On Public Benefits
If applicable, Contractor shall comply with C.R.S. SS 24-76.5-101 - 103 exactly as the
State is required to comply with C.R.S. SS 24-76.5-101 - 103.
D. Discrimination
Contractor shall not:
i. discriminate against any person on the basis of gender, race, ethnicity,
religion, national origin, age, sexual orientation, gender identity,
citizenship status, education, disability, socio-economic status, or any
other identity.
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ii. exclude from participation in, or deny benefits to any qualified individual
with a disability, by reason of such disability.
Any person who thinks he/she has been discriminated against as related to the
performance of this Contract has the right to assert a claim, Colorado Civil Rights Division,
C.R.S. S24-34-301, et seq.
E. Criminal Background Check
Pursuant to C.R.S. S27-90-111 and CDHS Policy VI -2.4, any independent contractor,
and its agent(s), who is designated by the Executive Director or the Executive Director's
designee to be a contracting employee under C.R.S. S27-90-111, who has direct contact with
vulnerable persons in a state -operated facility, or who provides state -funded services that
involve direct contact with vulnerable persons in the vulnerable person's home or residence,
shall:
i. submit to and successfully pass a criminal background check, and
ii. report any arrests, charges, or summonses for any disqualifying offense as
specified by C.R.S. S27-90-111 to the State.
Any Contractor or its agent(s), who does not comply with C.R.S. S27-90-111 and CDHS
Policy VI -2.4, may, at the sole discretion of the State, be suspended or terminated.
F. Fraud Policy
Contractor shall comply with the current CDHS Fraud Policy.
G. C-Stat - Performance Based Program Analysis and Management Strategy
(C-Stat Strategy)
Without any additional cost to the State, Contractor shall collect and maintain
Contract performance data, as determined solely by the State. Upon request, Contractor
shall provide the Contract performance data to the State. This provision does not allow the
State to impose unilateral changes to performance requirements.
H. COVID-19 Pandemic
CDHS operates many facilities across the State and with regard to the COVID-19
Pandemic, Contractor may be subject to local or state public health orders, Department
policy, individual facility policy, or any other requirement that could impose additional
requirements on the Contractor. If so, Contractor shall promptly comply upon notice.
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21. Third Party Certification for Access to PII Through a Database or
Automated Network
Pursuant to S 24-74-105, C.R.S, if Contractor is to be granted access to Personal
Identifying Information through a database or automated network that is not publicly
available information, Contractor certifies, and will certify annually, under penalty of perjury
that Contractor has not and will not use or disclose any Personal Identifying Information, as
defined by S 24-74-102(1), C.R.S., for the purpose of investigating for, participating in,
cooperating with, or assisting Federal Immigration Enforcement, including the enforcement of
civil immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is
codified at 8 U.S.C. SS 1325 and 1326, unless required to do so to comply with Federal or
State law, or to comply with a court -issued subpoena, warrant or order.
If Contractor's agents, employees, assigns or Subcontractors require certification
pursuant to S 24-74-105, C.R.S., Contractor shall require annually that its agents, employees,
assigns or Subcontractors sign and date the following certifications as applicable, which shall
be made available to the State upon request:
For an individual: Pursuant to § 24-74-105, C.R.S., I hereby certify under the
penalty of perjury that 1 have not and will not use or disclose any Personal Identifying
Information, as defined by § 24-74-102(1), C.R.S., for the purpose of investigating for,
participating in, cooperating with, or assisting Federal Immigration Enforcement,
including the enforcement of civil immigration laws, and the Illegal Immigration and
Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless
required to do so to comply with Federal or State law, or to comply with a court -
issued subpoena, warrant or order.
For and entity/organization: Pursuant to § 24-74-105, C.R.S., 1,
, on behalf of (legal name of entity
/ organization) (the "Organization"), hereby certify under the penalty of perjury that
the Organization has not and will not use or disclose any Personal Identifying
Information, as defined by § 24-74-102(1), C.R.S., for the purpose of investigating for,
participating in, cooperating with, or assisting Federal Immigration Enforcement,
including the enforcement of civil immigration laws, and the Illegal Immigration and
Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless
required to do so to comply with Federal or State law, or to comply with a court -
issued subpoena, warrant or order.
1 hereby represent and certify that 1 have full legal authority to execute this
certification on behalf of the Organization.
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22. Federal Provisions
A. Applicability of Provisions.
i. This Federal Provisions section shall apply in the event that the Contract is
funded, in whole or in part, with an Award of Federal funds. Contractor
shall confirm with their CDHS Contact for their Contract if this Contract is
funded in whole or in part by federal funds. Where Federal funds are not
used to fund this Contract, then this Federal Provisions section shall not
apply, but remains in this Contract due to the template nature of this
Contract.
ii. If the Contract is funded in whole or in part with Federal funds, and in the
event of a conflict between this Federal Provisions section, the Special
Provisions, the body of the Contract, or any attachments or exhibits made a
part of the Contract, the provisions of this Federal Provisions section shall
control. Exceptions to this are as follows:
a. If the Supplemental Provisions for Federal Awards Exhibit is attached
to this Contract, then in the event of a conflict amongst provisions,
the Supplemental Provisions for Federal Awards exhibit shall control
over the provisions of this Federal Provisions section.
b. If the SLFRF Subrecipient Provisions Exhibit is attached to this
Contract, then in the event of a conflict amongst provisions, the
SLFRF Subrecipient Provisions Exhibit shall control over the
provisions of this Federal Provisions section.
B. Compliance.
i. Contractor shall comply with all applicable provisions of the Transparency
Act (the Federal Funding Accountability and Transparency Act of 2006
[Public Law 109-282], as amended by section 6202 of Public Law 110-252)
all applicable provisions of the Uniform Guidance, and the regulations
issued pursuant thereto, including but not limited to these federal
Provisions. 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 may provide written notification to Contractor of such revisions,
but such notice shall not be a condition precedent to the effectiveness of
such revisions.
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v.4.11
cOLORADO
arfr I �tixa
C. System for Award Management (SAM) and Unique Entity Id Requirements.
i. SAM. Contractor shall maintain the currency of its information in SAM until
the Contractor submits the final financial report required under the Award
or receives final payment, whichever is later. Contractor shall review and
update SAM information at least annually after the initial registration, and
more frequently if required by changes in its information.
ii. Unique Entity ID. Contractor shall provide its Unique Entity ID to its
Recipient, and shall update Contractor's information at
http://www.sam.Qov at least annually after the initial registration, and
more frequently if required by changes in Contractor's information.
D. Contract Provisions Required by Uniform Guidance Appendix II To Part
200.
i. Contracts for more than the simplified acquisition threshold, which is the
inflation adjusted amount determined by the Civilian Agency Acquisition
Council and the Defense Acquisition Regulations Council (Councils) as
authorized by 41 U.S.C. 1908, must address administrative, contractual, or
legal remedies in instances where contractors violate or breach contract
terms, and provide for such sanctions and penalties as appropriate. The
simplified acquisitions threshold is $250,000
ii. All contracts in excess of $10,000 must address termination for cause
and for convenience by the non -Federal entity including the manner by
which it will be effected and the basis for settlement.
iii. 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 must 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."
iv. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by
Federal program legislation, all prime construction contracts in excess of
$2,000 awarded by non -Federal entities must include a provision for
compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148)
as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor
Standards Provisions Applicable to Contracts Covering Federally Financed
and Assisted Construction"). In accordance with the statute, contractors
must be required to pay wages to laborers and mechanics at a rate not less
than the prevailing wages specified in a wage determination made by the
Secretary of Labor. In addition, contractors must be required to pay wages
not less than once a week. The non -Federal entity must place a copy of the
Page 38 of 44
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v.4.11
aCOLORADO
nd Procurer.,ent
current prevailing wage determination issued by the Department of Labor in
each solicitation. The decision to award a contract or subcontract must be
conditioned upon the acceptance of the wage determination. The non -
Federal entity must report all suspected or reported violations to the
Federal awarding agency. The contracts must also include a provision for
compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as
supplemented by Department of Labor regulations (29 CFR Part 3,
"Contractors and Subcontractors on Public Building or Public Work Financed
in Whole or in Part by Loans or Grants from the United States"). The Act
provides that each contractor or subrecipient must be prohibited from
inducing, by any means, any person employed in the construction,
completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non -Federal
entity must report all suspected or reported violations to the Federal
awarding agency.
v. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708).
Where applicable, all contracts awarded by the non -Federal entity in excess
of $100,000 that involve the employment of mechanics or laborers must
include a provision for compliance with 40 U.S.C. 3702 and 3704, as
supplemented by Department of Labor regulations (29 CFR Part 5). Under
40 U.S.C. 3702 of the Act, each contractor must be required to compute
the wages of every mechanic and laborer on the basis of a standard work
week of 40 hours. Work in excess of the standard work week is permissible
provided that the worker is compensated at a rate of not less than one and
a half times the basic rate of pay for all hours worked in excess of 40 hours
in the work week. The requirements of 40 U.S.C. 3704 are applicable to
construction work and provide that no laborer or mechanic must be
required to work in surroundings or under working conditions which are
unsanitary, hazardous or dangerous. These requirements do not apply to
the purchases of supplies or materials or articles ordinarily available on the
open market, or contracts for transportation or transmission of intelligence.
vi. Rights to Inventions Made Under a Contract or Agreement. If the Federal
award meets the definition of "funding agreement" under 37 CFR S 401.2
(a) and the 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 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 awarding agency.
vii. 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 award 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 -
Page 39 of 44
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Docusign Envelope ID: A3A71DB3-6468-4DE9-863C-4B9D14759E26
v.4.11
!COLORADO
JINIP-INF
j flmnctal Savlco
' pyrirtmmf d Hunur. Smx�5
dt=:Is=0�� Of (C.`!'ift3 �'�ti Pil7i it
1387). Violations must be reported to the Federal awarding agency and the
Regional Office of the Environmental Protection Agency (EPA).
viii. 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 the System for Award Management
(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.
ix. 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.
x. Prohibition on certain telecommunications and video surveillance
services or equipment S2 CFR 200.216
a. Recipients and sub recipients are prohibited from obligating or
expending loan or grant funds to:
1) Procure or obtain;
2) Extend or renew a contract to procure or obtain; or
3) Enter into a contract (or extend a contract) to procure or obtain
equipment, services, or systems that uses covered
telecommunications equipment or services as a substantial or
essential component of any system, or as critical technology as
part of any system. As described in Public Law 115-232, section
889, covered telecommunications equipment is
telecommunications equipment produced by Huawei
Technologies Company or ZTE Corporation (or any subsidiary or
affiliate of such entities).
xi. Contracts with small and minority businesses, women's business
enterprises, and labor surplus area firms. (2 CFR S200.321). The non -
Federal entity must take all necessary affirmative steps to assure that
minority businesses, women's business enterprises, and labor surplus area
firms are used when possible.
xii. Domestic preferences for procurements. (2 CFR S200.322) 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,
Page 40 of 44
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v.4.11
;COLORADO
i COLOR
O
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.
xiii. Procurement of recovered materials. (2 CFR 5200.323) A non -Federal
entity that is a state agency or agency of a political subdivision of a state
and its contractors must comply with section 6002 of the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act.
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.
E. Termination for Convenience of the Government
i. Pursuant to §4.2 of these Federal Provisions, the State of Colorado may
terminate this contract, in whole or in part, when it is in the Government's
interest. Solicitations and contracts shall include clauses as required by FAR
49.502 (2023). Termination for convenience of the government shall
comply with the following provisions of the Federal Acquisition Regulations:
a. For Fixed Price Contracts: FAR 52.249-2 (2023)
b. For Contracts for Personal Services: FAR 52.249-12 (2023)
c. For Construction Contracts for Dismantling, Demolition, or
Removal of Improvements: FAR 52.249-3 (2023)
d. For Educational and Other Nonprofit Institutions: FAR 52.249-5
(2023)
F. Event of Default.
i. Failure to comply with these Federal Provisions shall constitute an event of
default under the Contract and the State of Colorado may terminate the
Contract 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 Contract, at law or in equity.
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v.4.11
Cs- 44 Ito
COLORADO
Financial Services
Ckvamners d Hunan %cra es
DIvlSIon of Contracts and Procurement
23. Sample Option Letter
SAMPLE OPTION LETTER (If Applicable)
1. State Agency
[Insert Department's or IHE's Full Legal
Name]
2. Contractor
[Insert Contractor's Full Legal Name,
including "Inc.", "LLC", etc...]
3. Current Contract Maximum
Amount
Initial Term
[State Fiscal Year 20xx
$0. 00]
Extension Terms
[ State Fiscal Year 20xx
$0.00
State Fiscal Year 20xx
$0.00
State Fiscal Year 20xx
$0.00
State Fiscal Year 20xx
$o.00]
Total for All State Fiscal Years
1. Options:
[$0.00]
Option Letter Number
[Insert the Option Number (e.g. "1" for the first
option)]
4. Original Contract Number
[Insert CMS number or Other Contract Number of
the Original Contract]
5. Option Contract Number
[Insert CMS number or Other Contract Number of
this Option]
Contract Performance Beginning Date
[Month Day, Year]
Current Contract Expiration Date
[Month Day, Year]
si Option to extend for an Extension Term
O ption to change the quantity of Goods under the Contract
O ption to change the quantity of Services under the Contract
O ption to modify Contract rates
O ption to initiate next phase of the Contract
• Required Provisions:
A.
B.
%For use with Option 1(A):
In accordance with Section(s) of the Original
Contract referenced above, the State hereby exercises its option for an additional
term, beginning and ending on the current contract expiration date
shown above, at the rates stated in the Original Contract, as amended.
In accordance with Section(s) of the
[Insert start date]
'For use with Options 1(B and C):%
[Number]
Original Contract referenced above, the State hereby exercises its option to
[Increase/Decrease]
the quantity of the
the original Contract, as amended.
Page 42 of 44
[Goods/Services or both]
at the rates stated in
Acc 11 /12/24
[Number]
Docusign Envelope ID: A3A71 DB3-6468-4DE9-B63C-4B9D14759E26
v.4.11
COLORADO
Ito Financial Services
Deportment at Human imams
Dwisron of Contracts and Procurement
C.
D.
%For use with Option 1(D):%
In accordance with Section(s) [Number] of the Original
Contract referenced above, the State hereby exercises its option to modify the
Contract rates specified in [Exhibit/Section] [Number/Letter]. The Contract rates
attached to this Option Letter replace the rates in the Original Contract as of the
Option Effective Date of this Option Letter.
In accordance with Section(s) [Number] of the Original
Contract referenced above, the State hereby exercises its option to initiate Phase
which shall begin on [Insert start date] and end
on [Insert ending date] at the cost/price specified in Section [Number].
%For use with option 1(E):%
[indicate which Phase: 2, 3, 4, etc.,]
E %For use with all Options that modify the Contract Maximum Amount:% The
Contract Maximum Amount table on the Contract's Signature and Cover Page is hereby
deleted and replaced with the Current Contract Maximum Amount table shown above.
• OPTION EFFECTIVE DATE:
The effective date of this Option Letter is upon approval of the State Controller [or [
whichever is later].
Sample Only - Do Not Sign
Signature page begins on next page.
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v.4.11
COLORADO
Nutt Financial Services
Department of it:mar 5erwces
Dtvis;ort of Contracts and Procurement
STATE OF COLORADO
Jared Polis, Governor
[INSERT -Name of Agency or IHE]
[INSERT -Name Fr Title of Head of Agency or
IHE]
By: Name Et of Title Person Signing for Agency
or IHE
Date:
Sample Only - Do Not Sign
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: Telly Belton /Toni Williamson /Amanda
Rios
Option Effective Date:
In accordance with §24-30-202 C.R.S., this
Option is not valid until signed and dated
above by the State Controller or an
authorized delegate.
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Exhibit A: Statement of Work
I. Executive Summary and Essential Facts
A. In October 2005, Colorado Department of Human Services (CDHS), Division
of Aging and Adult Protective Services, State Unit on Aging (SUA) was
awarded an initial Aging and Disability Resource Center Grant from the
Federal Centers for Medicare and Medicaid Services (CMS) and the
Administration for Community Living (ACL). This grant was leveraged to
develop and implement an Aging and Disability Resource Center system in
Colorado that provides coordinated and streamlined access points to Long -
Term Services and Supports (LTSS). The Colorado Aging and Disability
Resource Centers are known as the Aging and Disability Resources for
Colorado (ADRC).
B. Colorado's ADRCs are supported through appropriations from the
Department of Health Care Policy and Financing (HCPF), which leverages
Medicaid's Federal Financial Participation (FFP) rates to secure federal
match for these funds. CDHS and HCPF have entered into an interagency
agreement that directs CDHS to admimster these funds by contracting
with the ADRCs to provide services to Colorado's Older Adults, Adults with
a Disability, Veterans, and their Caregivers (Eligible Individuals). CDHS's
State Unit on Aging (SUA) is responsible for executing and maintaining
these contracts.
C. Therefore, CDHS (the "State" or "SUA") and the ADRC (the "Contractor")
have entered into this Contract to provide Person -Centered Options
Counseling and Information and Assistance services to Eligible Individuals.
D. The Contractor shall at all times adhere to the ADRC Policy and Procedure
Manual (ADRD PEtP) as it currently exists and may be amended.
II. Funding Allocations
A. The SUA and HCPF conduct a Random Moment Time Study (RMTS) for the
ADRC Programs. The RMTS is used to support proper Title XIX (CFDA
93 778) claiming and is jointly administered and overseen by SUA and
HCPF. Based on the results of the RMTS, the total effort of the entire
group of participants is determined with a high degree of confidence that
approximates the same results as observing participants for 100% of their
time at work.
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Docusign Envelope ID: A3A71 D63-6468-4DE9-663C-4B9D14759E26
B. The Contractor is required to track all costs for the ADRC work and submit
a quarterly standardized cost report to the SUA. Auditable supporting
Documentation for all cost reports submitted for reimbursement shall be
maintained by the ADRC and made available for review. Allowable costs
are based on Title 2 CFR Part 200 Uniform Administrative Requirements,
Cost Principles and Audit Requirements for Federal Awards.
C. Given the foregoing and the complex funding formula for this Contract,
the Parties have agreed that the rates shown in Exhibit B: Budget, and in
any subsequent revisions to this exhibit, are determined by the funding
process and structure established by HCPF and CDHS and according to
Medicaid's FFP requirements. The State, at its discretion, shall have the
option to increase or decrease the rates shown in Exhibit B under these
established processes. In order to exercise this option, the State shall
provide written notice to the Contractor in a form substantially equivalent
to S 23, SAMPLE OPTION LETTER, of the Original Contract and any new
rates table or exhibit shall be effective as of the effective date of that
notice unless the notice provides for a different date.
111. Outcomes
A. Colorado will have a stronger system for streamlined access to available
LTSS.
B. ADRCs will receive sustainable funding to enable the continuation of the
provision of ADRC services including Information and Assistance and
Options Counseling regarding LTSS.
IV. Goals/Objectives
The goal is to streamline access to available LTSS and empower Older Adults
(60+), Veterans, and Adults with a Disability (18+) and their Caregivers to make
informed choices regarding LTSS to live as independently as possible in the
community of their choice. The objectives to accomplish this goal are:
A. Advance a sustainable, statewide system for streamlined access to LTSS;
B. Complete Random Moment Time Studies accurately and within the
allotted timeframe;
C. Ensure true and accurate reporting of financial requirements;
D. Improve and expand statewide collaboration and partnerships with
relevant Stakeholders; and
E. Further develop and deliver Information and Assistance and Options
Counseling services as appropriate.
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V. Tasks/Requirements
The Contractor shall:
A. Advance a sustainable, statewide system for streamlined access to LTSS.
1. Maintain sufficient staff to provide Information and Assistance and
Options Counseling services to Eligible Individuals;
2. Ensure Information and Assistance Specialists and Options
Counselors have a sufficient combination of relevant education and
experience to deliver high quality services;
3. Ensure ADRC staff have demonstrated knowledge of the Person -
Centered philosophy;
4. Maintain partnerships with LTSS agencies and understand their
services;
5. Provide Information and Assistance services;
6. Provide Options Counseling services;
7. Ensure that ADRC staff comply with the Health Insurance Portability
and Accountability Act (HIPAA) requirements attached to this
Contract and follow the requirements in the ADRC PEtP Manual.
8. Collect and maintain Documentation of Eligible Individuals served
in the SUA-approved Data System and format;
9. Conduct a criminal background check for all employees, volunteers,
and/or Subcontractors that are working one-on-one with program
participants;
10. Develop procedures for Eligible Individuals to file a complaint
and/or appeal including notifying the Eligible Individuals of the
right to file and how to file; and
11. Engage in on -going quality assurance improvement activities.
B. Complete Random Moment Time Studies (RMTS) accurately and within the
allotted timeframe:
1. The Contractor's RMTS participants shall receive an e-mail that
directs them to access their survey moment through a website. The
link in the e-mail directs the participant to the ADRC RMTS. The
Contractor's RMTS participants shall select the activity code that
best describes the action being performed at the time of their
selected moment;
2. The survey moments shall be completed within 48 business hours
of receipt. The Contractor shall receive a reminder email 24 -hours
after each survey moment if the survey moment has not yet been
completed;
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3. The RMTS is mandatory and shall be completed in a timely manner.
Every survey moment that is assigned must be completed;
4. The Contractor shall select one option from the activity code list;
5. The Contractor shall designate a Claiming Unit Coordinator, who
will provide oversight of the time study, ensure that policy
decisions are implemented appropriately, rosters are up-to-date,
schedules are accurate, and train new RMTS participants;
6. The Contractor shall designate an Assistant Claiming Unit
Coordinator to provide back-up support for time study
responsibilities unless otherwise approved by the SUA. The
Contractor shall inform the SUA of any changes in the RMTS
Coordinator within 10 days of the change; the Contractor shall
ensure all RMTS participants have completed the required RMTS
training in order to participate in RMTS; and
7. The Contractor shall ensure all RMTS participants meet an 85% or
higher compliance regarding completion of surveys.
C. Ensure completion of the following financial requirements:
1. Conduct financial training of appropriate staff, as needed;
2. Track costs for the ADRC and submit a quarterly standardized cost
report to the SUA in the approved SUA format on October 15,
January 15, April 15, and July 15, unless the date is a holiday or
weekend, in which case the report shall be due the next work day;
3. Maintain auditable supporting Documentation for all cost reports
submitted to the SUA;
4. Cost reports shall include a summary of the actual costs for time
study participants on a quarterly basis as well as any applicable and
appropriately allocated support costs (direct and indirect) as
indicated on the quarterly standardized cost report; and
5. Costs reports shall only include costs as allowable per Title 2 CFR
Part 200 Uniform Administrative Requirements, Cost Principles, and
Audit Requirement for Federal Awards.
D. Improve and expand statewide collaboration and partnerships with
relevant Stakeholders:
1. Convene an Advisory Council for the purpose of providing input and
Coordination with the ADRC Program;
2. Have membership on the Advisory Council that includes a minimum
of six individuals from LTSS Stakeholder groups and a minimum of
one Eligible Individual;
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Docusign Envelope ID: A3A71DB3-6468-4DE9-663C-4B9D14759E26
3. Develop partnerships with other LTSS providers and agencies within
the ADRC network to better coordinate and streamline processes
for Eligible Individuals accessing services; and
4. Ensure compliance with the attached HIPAA Business Associate
Addendum by the Contractor and any/all staff.
VI. Performance Compliance
The Contractor shall take appropriate oversight and Monitoring actions to ensure
compliance with Medicaid Program requirements. Actions shall be taken to
ensure, at a minimum, that:
A. Information and Assistance and Options Counseling is available for Eligible
Individuals;
B. All RMTS training requirements are met;
C. The time study is performed correctly and timely;
D. The time study results are valid and timely;
E. The financial data submitted is true, correct, and timely;
F. Appropriate Documentation is maintained to support the time study and
the claim; and
G. Participant data is maintained in the SUA-approved Data System and
format and per the terms of this Contract.
VII. Deliverables
The Contractor shall ensure the following deliverables are provided per the
Contract:
A. Information and Assistance services are provided to Eligible Individuals;
B. Options Counseling services are provided to Eligible Individuals;
C. Valid, timely completed ADRC RMTS;
D. True, correct, and timely quarterly standardized cost reports with
auditable supporting Documentation;
E. Improve and expand statewide collaboration and partnerships with
relevant stakeholders; and
F. Accurate and timely quarterly activity report as prescribed by SUA.
VIII. Participant Satisfaction Surveys
The Contractor shall provide a brief survey to each Options Counseling
participant in the format and time period specified by the SUA. The Contractor
shall comply with the SUA's instructions for distributing the survey and collecting
and reporting survey responses.
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IX. Budget
The monthly amount to be received by the Contractor will be determined by the
State based upon prior -quarter RMTS results and quarterly standardized cost
reports and that amount will be communicated by the State to the Contractor as
soon as reasonably possible. All estimated monthly payments to the Contractor
shall be reconciled against the actual quarterly standardized cost report which
may result in an increase or decrease to the subsequent quarter payment. The
liability of the State for such payments is limited to the encumbered Contract
Maximum Amount on Page 1 of this Contract. The Contractor shall be responsible
to provide any additional funding needed to ensure all services and terms
provided for pursuant to this Contract are met for the entirety of the Contract
term.
X. HIPAA Business Associate Addendum
Federal law and regulations governing the privacy of certain health information
requires a "Business Associate Agreement" (HIPAA BAA) between the State and
the Contractor. The HIPAA BAA is attached and incorporated into this Contract
as Exhibit C.
XI. Governmental Immunity
Liability for claims for injuries to persons or property arising from the negligence
of a governmental entity contractor, its departments, boards, commissions
committees, bureaus, offices, employees and officials shall be controlled and
limited by the provisions of the Colorado Governmental Immunity Act, C.R.S. S
24-10-101 et seq. 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, contained in these statutes.
XII. Definitions
Within this Contract, the following terms are defined:
"Adult" means a person aged 18 or older.
"Aging and Disability Resources for Colorado (ADRC)" means a network of community
organizations working in a coordinated manner to provide consumers with a single point
of entry to all long-term care services and supports.
"ADRC Advisory Council" means a representative body of laypersons and service
providers, designated by the AAA to represent the interests of Older Adults within the
boundaries of a Planning and Service Area.
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"Caregiver" means an individual, such as a spouse, partner, family member, or friend,
who attends to the needs of another individual.
"Chronic Condition" means a condition that lasts a year or more and requires ongoing
medical attention and/or limits an individual's ability to perform activities of daily
living.
"Claiming Unit Coordinator" means the ADRC staff who administer the RMTS at state
and local levels for each period during which the study is being conducted. This will
include ensuring rosters are up-to-date, schedules are accurate, and training is
provided to new participants on the RMTS.
"Eligible Individual" means any individual who is 60 years of age and older, a veteran,
or 18 years of age and older with a disability who requires long-term care services due
to a chronic condition, or a Caregiver.
"Coordination" means a formal or informal arrangement between two or more entities
to bring together the planning and service resources of two or more public and private
agencies for the purpose of expanding or strengthening services for Eligible Individuals.
Coordination refers to cooperative efforts, in support of common objectives, directed
toward joint planning and resource development, increased quality and quantity of
services, and the improvement of services to achieve a more effective and efficient
comprehensive system.
"Data System" means the SUA mandated electronic system(s) in which ADRC sites are
required to enter work product data and which is utilized locally and at the State level
for reports and information management.
"Disability" means a physical or mental impairment that substantially limits a major
life activity.
"Documentation" means the system used to document unduplicated individual clients
of the ADRC, including both Information and Assistance and Options Counseling clients
and the communication between the client and the Options Counselor. Documentation
includes identifying information for the individual client.
"Information and Assistance" means information provided to individuals who have
contacted the ADRC with a specific question or need regarding available services and/or
referral to other agencies.
Page 7 of 8
,Docusign Envelope ID A3A71DB3-6468-4DE9-B63C-4B9D14759E26
"LTSS" or "Long -Term Care Services and Supports" means a broad range of services
provided to Eligible Individuals that need assistance with Activities of Daily Living (ADLs) ,
or Instrumental Activities of_Daily Living (IADLs) due to a physical, cogmtive, or chromc
health condition that is expected to continue for an extended penod of .time, typically
90 days or more. Services may be provided in the commumty or in a skilled nursing"
facility, but ideally, should enable the individual to live as independently as possible in
the least restnctive setting.
"Monitoring" means a review by the contracting agency of one or more contracted
activities, that may include on -site visits to the Contractor agency; and/or data
collection activities of the Contractor and Subcontractors, for the purpose of assunng
that the contract is being admimstered in accordance with the Older Amencans Act
programs, and that the purposes of this Contract are being met:
"Older Adult" means a person who is 60 years of' age or older
"Person -Centered" means treating program participants with digmty and respect by
focusing, on ,their preferences, supporting their personal perspectives, values, and
beliefs, and encouraging active participation in the services provided.
"Options Counseling" means a Person-Centered,approach to helping individuals gain
an understanding of the benefits and limitations of long-term services and support
options, and the knowledge to access these resources, in order to empower them to
make choices that' reflect their umque needs, values and circumstances.
"Subcontract" or "Subcontractor" means any contracts awarded by the Contractor
to a third party to aid in the performance of the services pursuant to this Contract.
Page 8 of 8
Docusign Envelope ID: A3A71 DB3-6468-4DE9-B63C-4B9D14759E26
Exhibit B: Budget
AAA ADRC and HCPF Medicaid Funds
SFY 2026
Weld County, Colorado
Weld County Department of Human Services
Weld County Area Agency on Aging
Region 2B
July 1, 2025 - June 30, 2026
This annual rate is set per Section II.C. of Exhibit A.
The Colorado Department of Human Services (CDHS) is committed to accessibility.
For more on CDHS's accessibility policies, please visit https://cdhs.colorado.gov/accessibility-at-cdhs
If you have difficulty using this document's content, please email the State Unit on Aging
atcdhs_stateunitonaging@state.co.usorcall 303-866-2800.
PAGE 10 F 1
Docusign Envelope ID: A3A71DB3-6468-4DE9-B63C-4B9D14759E26
MgjO‘ICOLORADO
RIP FWndNS7-es c
D.pvtmna;i Hiuwn r
Exhibit C - HIPAA Business Associate Agreement
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
Page 1 of 13
HIPAA BAA
Rev August 2018 / Acc 11.12.24
Docusign Envelope ID: A3A71DB3-6466-4DE9-663C-4B9D14759E26
SO
COLORADO
Financial Services
mti
"information technology" and "information security", respectively, in 524-37.5-
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.
ii. 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.
iii. 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.
iv. 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.
Page 2 of 13
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Rev August 2018 / Acc 11.12.24
Docusign Envelope ID: A3A71 DB3-6468-4DE9-B63C-4B9D14759E26
iCOLORADO
� FWncfsl Services - _
mr�,t
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.
i. 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
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.
i. 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.
Page 3 of 13
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Docusign Envelope ID: A3A71DB3-6468-4DE9-B63C-469D14759E26
ise
COLORADO
Financial Services
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.
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.
J. 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.
i. 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.
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
Page 4 of 13
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Rev August 2018 / Acc 11.12.24
Docusign Envelope ID: A3A71DB3-6468-4DE9-B63C-4B9D14759E26
Ai(COLORADO
F`ysenricesr
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.
L. 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.
M. 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.
N. 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 S24-73-103, C.R.S.
ii. Such notice shall include the identification of each Individual whose
Unsecured Protected Health Information has been, or is reasonably
Page 5 of 13
HIPAA BAA
Rev August 2018 / Acc 11.12.24
Docusign Envelope ID: A3A71DB3-6468-4DE9-B63C-4B9D14759E26
a. COLORADO
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.
iv. Business Associate shall have the burden of demonstrating that all
notifications were made as required, including evidence demonstrating
the necessity of any delay.
O. 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
S24-73-103, 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. Subcontractors and Breaches.
i. 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
Page 6 of 13
HIPAA BAA
Rev August 2018 / Acc 11.12.24
Docusign Envelope ID: A3A71DB3-6468-4DE9-663C-4B9D14759E26
(COLORADO
Financial Services
rMrv�m.+a y x„�� s...ro•
ent
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.
Q. 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.
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. Obligations of Covered Entity
A. 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.
A. Notice of Changes.
i. 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
A. Breach.
Page 7 of 13
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Docusign Envelope ID: A3A71DB3-6468-4DE9-663C-4B9D14759E26
ise
COLORADO
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 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.
Page 8 of 13
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Docusign Envelope ID: A3A71DB3-6468-4DE9-B63C-4B9D14759E26
1COLORADO
Financial Services
I tl�Avtmere o! N�nvn Srr�e!
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
A. 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 written assurance satisfactory to Covered
Entity from Business Associate's Subcontractors and agents that they
shall adequately safeguard all PHI.
iii. Upon the request of either Party, the other Party promptly shall
negotiate in good faith the terms of an amendment to the Contract
Page 9 of 13
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Rev August 2018 / Acc 11.12.24
Docusign Envelope ID: A3A71DB3-6468-4DE9-663C-469D14759E26
S
COLORADO
Financial x�
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.
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Docusign Envelope ID: A3A71DB3-6468-4DE9-663C-4B9D14759E26
COLORADO
FlnancYl 9ernloes
13. Survival
Provisions of this Agreement requiring continued performance, compliance, or effect after
termination shall survive termination of this contract or this agreement and shall be
enforceable by Covered Entity.
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Docusign Envelope ID: A3A71DB3-6468-4DE9-663C-4B9D14759E26
jihiCOLORADO
Appendix to HIPAA Business Associate Agreement
This Appendix ("Appendix") to the HIPAA Business Associate Agreement ("Agreement") is s an
appendix to the Contract and the Agreement. For the purposes of this Appendix, defined
terms shall have the meanings ascribed to them in the Agreement and the Contract. Unless
the context clearly requires a distinction between the Contract, the Agreement, and this
Appendix, all references to "Contract" or "Agreement" shall include this Appendix.
1. Purpose
This Appendix sets forth additional terms to the Agreement. Any sub -section of this Appendix
marked as "Reserved" shall be construed as setting forth no additional terms.
2. Additional Terms
C. Additional Permitted Uses. In addition to those purposes set forth in the
Agreement, Business Associate may use PHI for the following additional
purposes:
i. Reserved.
D. Additional Permitted Disclosures. In addition to those purposes set forth in
the Agreement, Business Associate may disclose PHI for the following additional
purposes:
i. Reserved.
E. Approved Subcontractors. Covered Entity agrees that the following
Subcontractors or agents of Business Associate may receive PHI under the
Agreement:
i. Reserved.
F. Definition of Receipt of PHI. Business Associate's receipt of PHI under this
Contract shall be deemed to occur, and Business Associate's obligations under
the Agreement shall commence, as follows:
i. Reserved.
G. Additional Restrictions on Business Associate. Business Associate agrees to
comply with the following additional restrictions on Business Associate's use
and disclosure of PHI under the Contract:
i. Reserved.
H. Additional Terms. Business Associate agrees to comply with the following
additional terms under the Agreement:
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ICOLORADO
FWntlN Sezvlon
i. Reserved.
The remainder of this page is intentionally blank.
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Contract Farm
Entity Information
Entity Name* Entity ID*
COLORADO DEPARTMENT OF @00003650
HUMAN SERVICES
Q New Entity?
Contract Name* Contract ID
COLORADO DEPARTMENT OF HUMAN SERVICES 9496
(2020-21 AGING AND DISABILITY RESOURCE CENTER)
Contract Status
CTB REVIEW
Contract Lead*
SADAMS
Contract Lead Email
sadams@weld.gov;cobbx
xlk@weld.gov
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description*
SFY 2026 AGING AND DISABILITY RESOURCE CENTER (ADRC) CONTRACT. TERM: 7/01/25-06/30/26. AMOUNT:
$36,031.26.
Contract Description 2
PA ROUTING THROUGH NORMAL PROCESS FOR APPROVAL. ETA TO CTB 5/27/25.
Contract Type*
CONTRACT
Amount*
$36,031.26
Renewable
NO
Automatic Renewal
Grant
IGA
Department Requested BOCC Agenda Due Date
HUMAN SERVICES Date* 05/29/2025
06/02/2025
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
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 Review Date* Renewal Date
04/30/2026
Termination Notice Period
Contact Information
Committed Delivery Date
Expiration Date*
06/30/2026
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
05/28/2025 05/29/2025 05/29/2025
Final Approval
BOCC Approved Tyler Ref #
AG 060225
BOCC Signed Date Originator
SADAMS
BOCC Agenda Date
06/02/2025
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