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Home My WebLink About20221204.tiffRESOLUTION RE: APPROVE CONTRACT FOR BEHAVIORAL HEALTH GRANT PROGRAM FOR HIGH-FIDELITY WRAPAROUND PROJECT AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Contract for the Behavioral Health Grant Program for the High -Fidelity Wraparound Project between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and the Colorado Department of Human Services, Office of Behavioral Health, commencing upon full execution of signatures, and ending June 30, 2023, with further terms and conditions being as stated in said contract, and WHEREAS, after review, the Board deems it advisable to approve said contract, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Contract for the Behavioral Health Grant Program for the High -Fidelity Wraparound Project between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and the Colorado Department of Human Services, Office of Behavioral Health, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said contract. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 27th day of April, A.D., 2022. BOARD OF COUNTY COMMISSIONERS WELL OUNTY, COLORADO ATTEST: daztA) ccltYK. James, Chair Weld County Clerk to the Board BY: Deputy Clerk to the Boar APPROVED my Attorney Date of signature: S/y/22 Lori Sain cc: H SD, ACTCcP/cD) 6/2 /22 2022-1204 HR0094 Cora -vac+ 1 5752 PRIVILEGED AND CONFIDENTIAL MEMORANDUM DATE: April 19, 2022 TO: Board of County Commissioners — Pass -Around FR: Jamie Ulrich, Director, Human Services RE: Colorado Department of Human Services (CDHS) County Behavioral Health Grant Program Agreement Please review and indicate if you would like a work session prior to placing this item on the Board's agenda. Request Board Approval of the Department's Colorado Department of Human Services (CDHS) County Behavioral Health Grant Program Agreement. The Department has been awarded grant funding through the Colorado Department of Human Services (CDHS) Office of Behavioral Health (OBH) to develop and implement a High -Fidelity Wraparound (HFW) team to work directly with children and families working with Child Welfare, Family Resource and Area Agency on Aging who have complex behavioral/mental health needs and who may be involved in multiple systems. The Department was awarded $680,165.00, the total amount that was requested. This program was reviewed and approved by the Board this past fall when the Department requested authorization to apply for the grant program. This application is known to the Clerk to the Board as Tyler ID 2021-3152. This Agreement has been reviewed and approved by legal (K. McDougal). I do not recommend a Work Session. I recommend approval of this Agreement and authorize the Chair to sign. Approve Recommendation Perry L. Buck Mike Freeman, Pro-Tem Scott K. James, Chair Steve Moreno Lori Saine Schedule Work Session Other/Comments: Pass -Around Memorandum; April 19, 2022 - CMS ID 5752 2022-1204 ou/z-7 020094 DocuSign Envelope ID: 8A3C9537-4O71-409C-A244-C3B255252826 v.4.08 COLORADO STATE OF COLORADO DEPARTMENT OF HUMAN SERVICES CONTRACT SIGNATURE AND COVER PAGES CMS #: 22 IHJA 173951 eCiearance#: 2202219 State Agency Colorado Department of Human Services Office of Behavioral Health Community Behavioral Health Contractor Weld County Department of Human Services Contractor's State of Incorporation: Colorado Contract Maximum Amount Initial Term State Fiscal Year 2022 $161,653 State Fiscal Year 2023 $518,512 Extension Terms Maximum Amount for All Fiscal Years $680,165 Contract Performance Beginning Date The later of the Effective Date or January I, 2022 Initial Contract Expiration Date June 30, 2023 Except as stated in §2.D Reference source not found., the total duration of this Contract, including the exercise of any options to extend, shall not exceed 5 Years from its Performance Beginning Date. Pricing/Funding Price Structure: Fixed Price Contractor shall invoice: As specified elsewhere Fund Source: American Rescue Plan Act Grant, C.F.D.A. 21.027 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 Page 1 of 34 020-/aait- DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 go COLORADO F9nosseW Senior a Munv� O.., of 'ornmcts and Procu,ernent Insurance Miscellaneous Contractor shall maintain the following insurance if Authority to enter into this Contract exists in: 27-60-111. indicated with "Yes," as further described in §10: Law -Specified Vendor Statute (if any): N/A Procurement Method: Request for Proposals (RFP) Worker's Compensation: Yes Solicitation Number (if any): RFA IHJA 2022*092 General Liability: Yes Automobile Liability: Yes Protected Information: Yes Professional Liability Insurance: Yes Cyber/Net. Security -Privacy Liability Insurance: No Crime Insurance: No State Representative Contractor Representative Michelle Barnes, Executive Director Scott K. James Office of Behavioral Health Chair of the Board of Commissioners 3824 W Princeton Circle, Denver, CO 80236 315 North 11th Avenue, Building A, Greely, CO 303-866-5091 / michelle.barnes@state.co.us 80632 970-400-6533 / BOCC-Contracts@co.weld.co.us, (with a copy to HS- ContractManagement@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 - Miscellaneous Provisions Exhibit D - HIPAA Business Associate Addendum / Qualified Service Organization Addendum Exhibit E - Supplemental Provisions for Federal Awards Exhibit F - State and Local Fiscal Recovery Funds Subrecipient Provisions Contract Purpose The purpose of this Contract is to provide grants to county departments of human or social services for the expansion or improvement of local or regional behavioral health disorder treatment programs. Signature Page Begins On Next Page THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK Page 2 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C30255252826 v.4.08 aoJ COLORADO pninebiStnier 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 Department of Human Services STATE OF COLORADO Jared S. Polls, Governor Department of Human Services Michelle Barnes, Executive Director SFY 2022 DocuSigned by: Signature rNl.td,u1k t5arlU S By: Scott K. James, Chair of the Board of Commissioners APR 2 7 2022 Date: 44C�C44al3CCM9�... By:Michelle Barnes, Executive Director 5/17/2022 Date: STATE OF COLORADO Jared S. Polis, Governor Behavioral Health Administration Dr. Morga firokiGommissioner SFY 2023 Vr. M.er d. Signature' LEGAL REVIEW Philip J. Weiser, Attorney General By: By: Dr. Morgan IV iagc , 6ommissioner 5/20/2022 Date: Assistant Attorney General Date: In accordance with §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 Jaros, CPA, MBA, JD -DocuSiggne/d by: /'m u , W.:14.0.0., By: ,-B2CVnE66, 9C, 1S Andrea Eurich / Janet Miks/Toni Williamson 5/23/2022 Effective Date: -- Signature and Cover Pages End -- Page 3 of 34 /0204- DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 ao,coLoaaco Financial Services TABLE OF CONTENTS SIGNATURE AND COVER PAGES 1 1. PARTIES 4 2. TERM AND EFFECTIVE DATE 4 3. DEFINITIONS 4 4. STATEMENT OF WORK 9 5. PAYMENTS TO CONTRACTOR 10 6. REPORTING - NOTIFICATION 12 7. CONTRACTOR RECORDS 12 8. CONFIDENTIAL INFORMATION -STATE RECORDS 13 9. CONFLICTS OF INTEREST 15 10. INSURANCE 16 11. BREACH OF CONTRACT 19 12. REMEDIES 19 13. STATE'S RIGHT OF REMOVAL 21 14. DISPUTE RESOLUTION 21 15. NOTICES AND REPRESENTATIVES 22 16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 22 17. STATEWIDE CONTRACT MANAGEMENT SYSTEM 24 18. GENERAL PROVISIONS 24 19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 29 20. DEPARTMENT OF HUMAN SERVICES PROVISIONS 32 21. SAMPLE OPTION LETTER (IF APPLICABLE) 34 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. 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 Page 4 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 SO COLORADO Financial Services LC.PUVMM H Hvruin S¢ 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 §21 "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 §2.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 §15, 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 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 by Contractor, which shall be governed by §12.A.i. Page 5 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 O COLORADO Financial Services c<t�rt,K„t Kenn 5¢rvfcas Oivluon of Contracts artd Prccureme^t i. Method and Content The State shall notify Contractor of such termination in accordance with §15. The notice shall specify the effective date of the termination and whether it affects all or a portion of this 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 § 12.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 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 other than Saturday, Sunday, or a Legal Holiday 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(6), C.R.S. to procure or supervise the procurement of all supplies and services needed by the state. Page 6 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 AO COLORADO Financial Services �ImeM a F4arWn Serum 0Yvi5Ppn 9f C6nF(.KPS dnd VPIX:GPARte^,C 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. H. "End of Term Extension" means the time period defined in §2.D. 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. "Exhibits" means the exhibits and attachments included with this Contract as shown on the Signature and Cover Pages for this Contract.. K. "Extension Term" means the time period defined in §2.C. L. "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. M. "Incident" means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation, (i) successful attempts to gain unauthorized access to a State system or State Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes Page 7 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 COLORADO i Mandel Services OcpuhnMia a �narmn servi to State system hardware, firmware, or software characteristics without the State's knowledge, instruction, or consent. N. "Initial Term" means the time period defined in §2.B. O. "Party" means the State or Contractor, and "Parties" means both the State and Contractor. P. "PCI" means payment card information including any data related to credit card holders' names, credit card numbers, or the other credit card information as may be protected by state or federal law. Q. "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. 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. "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. T. "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; Page 8 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 SOCOLORADO Financial services ctyrrmea a senses Divisron of Contracts and R*ocurerrt (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. U. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S. V. "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. W. "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. X. "Subcontractor" means third -parties, if any, engaged by Contractor to aid in performance of the Work. Y. "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. Z. "Work" means the Goods delivered and Services performed pursuant to this Contract. AA. "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. Page 9 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 go COLORADO Financial Services Dunn rndNaartan Servxx 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 i. 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. ii. Interest 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. Page 10 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 S COLORADO Financial Sent= Pr6C4YCttY.+:t 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 interest as described in §2.E. 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 §21 "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 long as the revised budget does not unilaterally change rates or terms specified in the Contract. Page 11 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 (COLORADO Financial Services o.cv n xc s 6. REPORTING - NOTIFICATION A. Quarterly Reports. In addition to any reports required pursuant to §17 or pursuant to any other Exhibit, for any contract having a term longer than 3 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 5 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 as provided in §15. 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 §24-102-206, C.R.S., Contractor shall provide written notice to the State, in accordance with §15 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 this 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 Page 12 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 Asa'COLORADO Ft�,aai sem«, {k{1iHrMtr M HIB+.Mn $&YtlL%'5 Ul+ri}fpty of tWttf K;} dtid Prpt:Utemert performance of that Work. Contractor shall maintain Contractor Records until the last to occur of: (i) the date 3 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 at other mutually agreed upon times or locations, upon no fewer than 2 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, 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 Page 13 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 COLORADO Financial Services 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 Policy for all CJI, (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, and (v) the federal 42 Part2 for all substance use disorder information and the HIPAA Business Associate\Qualified Service Organization 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. C. Use, Security, and Retention Contractor shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. 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, it 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 none of Contractor or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Page 14 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 SO COLORADO Financial Services Contractor shall 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, 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 PII, 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 §24-73-103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S. 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 this 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. Page 15 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 SO COLORADO Financial Services orrt�awnsa.�ices CileiSlfH? of Corirx:ts and Precuremevr( 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 shall maintain a written conflict of interest policy. Contractor shall provide the written conflict of interest policy to the State upon request. 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 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 1 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. Page 16 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 SO COLORADO Financial Se glees oeparmiem W Hwmn Semt'e! Divtvnn of Coniracu a D. Protected Information Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of privacy rights through improper use or disclosure of protected 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. 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 Page 17 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 4OCOLORADO itnanelat Services OcpaN�mt N Munwi Senn.. 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. 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 7 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 maintain 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 7 Business Days following the Effective Date. Contractor shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Contract within 7 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 Page 18 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C30255252826 v.4.08 S COLORADO Financial Services Oeryvmux'n ar Hs'nxn x vhx bivisiar nt to-n[racts arA proruremen.c State certificates showing Subcontractor insurance coverage required under this Contract within 7 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 7 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 §12 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 §24-109-105, 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 §11, 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 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 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, Page 19 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 it A COLORDO Financial Services oeF.,rcmcnarnman serer s p)vlston o/Contracts arw Prorureme+it 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 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. Page 20 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-O38255252826 v.4.08 eelCOLORADO Thumciat Services CcO+me�mt olMv?uin Scrvrcar. 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 §11 and the dispute resolution process in §14, 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. 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 §14.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 §24-101-301(30), C.R.S. for resolution in accordance with the provisions of §§24-106-109 and 24-109-101.1 through 24-109-505, C.R.S., (the "Resolution Statutes"), except that if Contractor wishes to challenge any decision rendered by the Page 21 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 40 COLORADO Financial Services 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. 16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Contractor 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. 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. §101, the Parties intend the Work Product to be a work made for hire. 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, Page 22 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 a COLORADO mandm Seine. 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. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Contract, any pre-existing State Records, State software, research, reports, studies, photographs, negatives or other documents, drawings, models, materials, data and information shall be the exclusive property of the State (collectively, "State Materials"). 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. Page 23 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 AO COLORADO vsn�,ew se�t«s 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 §§24-106-103, 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 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. E. Captions and References Page 24 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 a COLORADO Financial Se:vica ure 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 § 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. 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. Page 25 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 S COLORADO Financial Services Oc{w�rtx+a W Het+en Scavaa 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. Federal Provisions (if any). ii. Colorado Special Provisions in §19 of the main body of this Contract. iii. HIPAA Business Associate Agreement (if any). iv. Information Technology Provisions Exhibit (if any). v. The provisions of the other sections of the main body of this Contract. vi. 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. 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 Page 26 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 iiin(COLORADO Fine L set«s 6 {wmce+n of Hurw'Sttricea 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. 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 §18.0 does not apply to Contractor if Contractor is a "public entity" within the meaning of the GIA. Page 27 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 AO COLORADO Financial Services 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. iii. Confidential Information Indemnification Disclosure or use of State Confidential Information by Contractor in violation of §8 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 §8. 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 any Work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. V. Other i. Compliance with State and Federal Law, Regulations, & Executive Orders 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. ii. Accessibility Contractor shall comply with and adhere to Section 508 of the U.S. Rehabilitation Act of 1973, as amended, and §§24-85-101, et seq., C.R.S. Contractor shall comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards and available at https://www.w3.org/TR/WCAG21/. 19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. Page 28 of 34 DocuSign Envelope ID. 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 4.O COLORADO Financial service: UfNslOn V(Co-riUaCCl Intl PYq(W'Pmznt. 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 §24-37.5-102(2.6), 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, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this 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. 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. Page 29 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 A COLORADO Mendel Services 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 §24-106-109, C.R.S. 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 §24-30-202.4(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 §§39-21-101, et seq., Page 30 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 Aso COLORADO Financial services 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 other contracts, grants or agreements between the State and Contractor, or by any other appropriate method for collecting debts owed to the State. K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S. [Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Contract, through participation in the E -Verify Program or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Contractor (i) shall not use E -Verify Program or the program procedures of the Colorado Department of Labor and Employment ("Department Program") to undertake pre -employment screening of job applicants while this Contract is being performed, (ii) shall notify the Subcontractor and CDHS within 3 days if Contractor has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within 3 days of receiving the notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to CDHS a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or §§8-17.5-101 et seq., C.R.S., CDHS may terminate this Contract for breach and, if so terminated, Contractor shall be liable for damages. Page 31 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 4O COLORADO Financial Services L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S. Contractor, if a natural person 18 years of age or older, hereby swears and affirms under penalty of perjury that Contractor (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101 et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S. prior to the Effective Date of this Contract. 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. § 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. § 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. § 24-33.5-701 et seq. C. Restrictions on Public Benefits If applicable, Contractor shall comply with C.R.S. §§ 24-76.5-101 - 103 exactly as the State is required to comply with C.R.S. §§ 24-76.5-101 - 103. D. Discrimination Contractor shall not: i. discriminate against any person on the basis of race, color, national origin, age, sex, religion or handicap, including Acquired Immune Deficiency Syndrome (AIDS) or AIDS related conditions. Page 32 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 v.4.08 AO COLORADO Flnenclat Savtcea 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. §24-34-301, et seq. E. Criminal Background Check Pursuant to C.R.S. §27-90-111 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. §27-90-111, 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. §27-90-111 to the State. Any Contractor or its agent(s), who does not comply with C.R.S. §27-90-111 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 -Scat - 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. REST OF PAGE INTENTIONALLY LEFT BLANK Page 33 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-O244-C3B255252826 v.4.08 COLORADO Financial Services linaccaci nun. sc... SAMPLE OPTION LETTER (IF APPLICABLE) State Agency Insert Department's or IHE's Full Legal Name Option Letter Number Insert the Option Number (e.g. "1" for the first option) Contractor Original Contract Number Insert Contractor's Full Legal Name, including Insert CMS number or Other Contract Number of the Original Contract "Inc.", "LLC", etc... Current Contract Maximum Amount Option Contract Number Initial Term Insert CMS number or Other Contract Number of this Option State Fiscal Year 20xx $0.00 Extension Terms Contract Performance Beginning Date State Fiscal Year 20xx $0.00 Month Day, Year State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 Current Contract Expiration Date State Fiscal Year 20xx $0.00 Month Day, Year Total for All State Fiscal Years $0.00 1. OPTIONS: A. Option to extend for an Extension Term B. Option to change the quantity of Goods under the Contract C. Option to change the quantity of Services under the Contract D. Option to modify Contract rates E. Option to initiate next phase of the Contract 2. REQUIRED PROVISIONS: A. For use with Option 1(A): In accordance with Section(s) Number of the Original Contract referenced above, the State hereby exercises its option for an additional term, beginning Insert start date and ending on the current contract expiration date shown above, at the rates stated in the Original Contract, as amended. B. For use with Options 1(B and C): In accordance with Section(s) Number of the Original Contract referenced above, the State hereby exercises its option to Increase/Decrease the quantity of the Goods/Services or both at the rates stated in the Original Contract, as amended. C. 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. D. For use with Option 1€: In accordance with Section(s) Number of the Original Contract referenced above, the State hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc, which shall begin on Insert start date and end on Insert ending date at the cost/price specified in Section Number. 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. 3. Option Effective Date: The effective date of this Option Letter is upon approval of the State Controller or , whichever is later. STATE OF COLORADO INSERT -Name of Agency or IHE INSERT -Name & Title of Head of Agency or IHE SAMPLE ONLY - DO NOT SIGN By: Name & Title of Person Signing for Agency or IHE Date: SAMPLE ONLY — DO NOT SIGN In accordance with §24-30-202 C.R.S., this Option is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER SAMPLE ONLY - DO NOT SIGN Name of Agency or IHE Delegate -Please delete if contract will be routed to OSC for approval Option Effective Date: SAMPLE ONLY - DO NOT SIGN Page 34 of 34 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit A Exhibit A - Statement of Work Article 1 Purpose and Target Population 1.1 Purpose. The COVID-19 pandemic affected the behavioral health needs of Coloradans, leading to increased incidence and prevalence of stress, anxiety, social isolation, and financial hardship accompanied by a concurrent increased demand for behavioral health services and support. The State's crisis hotline experienced a 30% increase in average monthly calls and a record -breaking number of texts. Reports released early in the pandemic by The Colorado Health Foundation, as well as national studies, indicated that COVID-19 is impacting the behavioral health conditions of people across the country, including Coloradans. In June 2021, Governor Jared Polis signed Senate Bill 21-137 which created a grant program that appropriated $9,000,000 to the Office of Behavioral Health (OBH) to provide matching grants to County Departments of Human Services or Social Services for the expansion or improvement of local or regional behavioral health disorder treatment programs. Article 2 Activities and Services 2.1 Allowable Activities: This grant funds county departments of human or social services for the expansion or improvement of local or regional behavioral health disorder treatment programs. Grant recipients may use the money received through the grant program for the following purposes: a. peer training; b. augmentation of direct therapy; c. acute treatment units; d. inpatient treatment programs; e. outreach and education; f. navigation or care coordination; g. capital investments in behavioral health center infrastructure; h. services for non -English-speaking individuals; i. culturally responsive and attuned services; j. suicide prevention and intervention; k. crisis response; Page 1 of 4 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit A 1. withdrawal management; m. workforce development; n. supporting regional service delivery; or o. any other purposes that will expand or improve local or regional behavioral health disorder treatment programs addressing the need areas 2.2 Work Plan a. Contractor shall submit one or both of the following work plans to OBH within 30 days following the execution of this Contract on the template provided by OBH: i. Services Delivery Work Plan 1. Overview of the program - Provide a clear summary of the program 2. Services provided - Provide the list of services with a brief description for each that are available 3. Geographic region this program serves - List the counties where services will be provided 4. Projected number of clients served annually - Project number of clients Contractor will serve annually 5. Target Population/Eligibility - Describe the population that will be targeted for this program and describe the eligibility requirements that must be met to receive services under this program ii. Capital Investment Work Plan 1. Overview of the Project - Identify the capital expense and the service capacity that will be created or enhanced by the project. 2. Project Timeline - timeline for completion of project including necessary zoning, licensing, fire safety, and budgetary execution milestones 3. Clients Served - Projected number of clients receiving new or enhanced services due to capital expenditure. b. The activities and services identified in the Work Plan are incorporated into this Contract by reference. c. The Contractor shall meet with OBH quarterly to review progress on the work plan. 2.3 Annual Report. Contractor shall submit an Annual Report by June 15 annually describing: a. Contractor's progress on the Work Plan; b. A description of the impact of the expenditures on addressing; c. Projected number of clients Article 3 Standards / Minimum Qualifications Page 2 of 4 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C38255252826 Exhibit A 3.1 Any substance use disorder treatment provider must maintain its OBH SUD treatment license and Controlled Substance License throughout the duration of this contract. 3.2 The Contractor shall assure that subcontractors use a standardized placement protocol based upon the most recent edition of "The ASAM Criteria," published by the American Society of Addiction Medicine (ASAM) to accurately assess each client for the most appropriate level of care. For individuals referred to treatment through the Criminal Justice system, the Standardized Offender Assessment -Revised (SOA-R) shall be used. 3.3 Minimum Requirements: a. Contractor must comply with one of the two following conditions: i. A dedication of local funding or in -kind county resources to support the expansion or improvement of local behavioral health disorder treatment programs, which may be from the county's local share of the federal "American rescue plan act of 2021," pub.L. 117-2, as the act may be subsequently amended, or other local revenue sources; or ii. A plan for regional collaboration between no fewer than three counties to support the expansion or improvement of regional behavioral health disorder treatment programs. Article 4 Deliverables 4.1 Deliverables Table Timeline Deliverable (emailed to cdhs_deliverablesOBH@state.co.us) 30 days after Contract execution Work Plan 30 days after subcontract execution Subcontracts Within ten (10) days following each quarter ended September, December, March and June Quarterly Spending Report Page 3 of 4 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit A Within ten (10) days following each quarter ended September, December, March and June SLFRF Subrecipient Quarterly Report Workbook (if and when metric added for Expenditure Category 1.12 Other Public Health) July 15, 2022 June 15, 2023 OBH Annual Report *Deadlines occurring after June 30, 2022 are contingent upon contract renewal. The Contractor shall provide the State with information about actual expenditures quarterly in the Expenditures Report template provided by OBH. The report is due to cdhs deliverablesobh(alistate.co.us on the last working day of the month following the end of the quarter (i.e., the last day of October, January, and April) and by July 20th to close the year (contingent upon contract renewal for following fiscal year). Article 5 Performance Outcome Measures 5.1 Contractor shall measure the metrics identified in the SLFRF Subrecipient Quarterly Report Workbook, as may be amended, per the terms of Exhibit F, SLFRF Subrecipient Provisions Exhibit. 5.2 Contractor shall provide any other narrative or reporting required by Exhibit F, SLFRF Subrecipient Provisions Exhibit, as may be amended. Page 4 of 4 EXHIBIT B DocuSign Envelope ID 8A3O9537-4O71-409C-A244-O3B255252826 COLORADO Office of Behavioral Health Department of Human Servtces EXHIBIT B, FY22 ANNUAL BUDGET BHA Program County Behavioral Health Grant Agency Name Weld County Department of Human Services Budget Period January 2022 - June 30, 2022 Project Name High Fidelity Wraparound Program Contact Name, Title Phone Email Julie Witkowski, Family Resource Division Head 970-400-6777 witkowjx@weldgov.com Fiscal Contract Name, Title Phone Email Tammy Maurer, Fiscal Division Head 970-400-6533 maurertk@weldgov.com Date Completed November 8, 2021 All budget numbers are estimates. Contract billing will be on a cost reimbursement basis for actual expenses incurred. EXPENDITURE CATEGORIES Personnel: Salary/Benefits Annual Budget Position Title Description of Work Gross or Annual Salary Fringe Percent of Time on Project Total Amount Requested from BHA Wraparound Supervisor High navigator Attributing timeline Fidelity Wraparound Supervisor who will serve as a systems and advocate in addition to supervising the HFW team. only 50% of their time to this project to account for the of January -June 2022. $ 76,923.43 $ 31,136.00 50% 54,029.72 Wraparound Coordinator Wraparound Coordinator will work to preserve and rehabilitate families while addressing mental and behavioral health needs via the HFW process. Performs ongoing assessment and the creation of individualized plans based on individual and family need and with a goal of engaging and maximizing available support systems. Attributing 25% of their time to this project to account for hiring as April 1, 2022. $ 67,379.11 $ 28,460.00 25% 23,959.78 •of Wraparound Coordinator Wraparound families the individualized goal Attributing of HFW of April Coordinator will work to preserve and rehabilitate while addressing mental and behavioral health needs via process. Performs ongoing assessment and the creation of plans based on individual and family need and with a engaging and maximizing available support systems. 25% of their time to this project to account for hiring as 1, 2022. $ 67,379.11 $ 28,460.00 25% 23,959.78 Wraparound Coordinator Wraparound Coordinator will work to preserve and rehabilitate families while addressing mental and behavioral health needs via the HFW process. Performs ongoing assessment and the creation of individualized plans based on individual and family need and with a goal of engaging and maximizing available support systems. Attributing 25% of their time to this project to account for hiring as of April 1, 2022. $ 67,379.11 $ 28,460.00 25% 23,959.78 Wraparound Coordinator Wraparound families the HFW individualized goal of Attributing of April Coordinator will work to preserve and rehabilitate while addressing mental and behavioral health needs via process. Performs ongoing assessment and the creation of plans based on individual and family need and with a engaging and maximizing available support systems. 25% of their time to this project to account for hiring as 1, 2022. $ 67,379.11 $ 28,460.00 25% 23,959.78 Personnel Services -Hourly Employees Annual Budget Page 1 of 6 Last update 10_06_2021 EXHIBIT B DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Position Title Description of Work Hourly Wage Hourly Fringe Total # of Hours on Project Total Amount Requested from BHA 0.00 0.00 Total Personnel Services (including fringe benefits) 149,869.00 Client Costs Annual Budget Item Description of Item Rate Quantity Total Amount Requested from BHA Flex Funding Flex funding can be used to address concrete economic needs which support family stability and reunification with no other formal or informal resources are available. 1,500.00 3 4,500.00 Total Client Costs 4,500.00 Contractors/Consultants Services (Subcontracts) Annual Budget Name Description of Work Rate Quantity Total Amount Requested from BHA 0.00 Total Contract Services 0.00 Occupancy Annual Budget Item Description of Item Rate Quantity Total Amount Requested from BHA 0.00 Total Occupancy 0.00 Operating / Capital Annual Budget Item Description of Item Rate Quantity Total Amount Requested from BHA Technology -purchase Equipment: Laptop, docking station, dual monitors, mouse, keyboard, cell phone and desk phone $ 2,472.37 2 4,944.74 Telephones -monthly Ongoing expenses for cell and desk phones -77.98 monthly x 5 sets x 6 months $ 389.90 6 2,339.40 Total Operating 7,284.00 Depreciation/Amortization Annual Budget Item Description of Item Total Amount Requested from BHA 0.00 0.00 Total Depreciation/Amortization 0.00 Professional Fees Annual Budget Item Description of Item Rate Quantity Total Amount Requested from BHA 0.00 Total Professional Fees 0.00 TOTAL DIRECT COSTS (TDC) 161,653.00 Less: Expenses per OMB 2CFR § 200 Subcontracts in excess of $25,000 0.00 Rent 0.00 Equipment 0.00 Other Unallowable Expenses 0.00 Total Expenses per OMB 2CFR § 200 0.00 MODIFIED TOTAL 161,653.00 DIRECT COSTS (MTDC) Page 2 of 6 Last update 10_06_2021 EXHIBIT B DocuSign Envelope ID: 8A3O9537-4C71-409C-A244-C3B255252826 Indirect Costs Annual Budget Item Description of Item Percentage Total Amount Requested from BHA 0% 0.00 Total Indirect 0.00 Total Amount Requested Yrl 161,653.00 Matching Funds Annual Budget Matching Funds Non-Governmenta'i Contracts 0.00 Other State Revenue/Accrual-Mileage to and from client homes and community locations will be paid via other resources. Estimated mileage will be 648.00 Federal Grant Funds/Accrual 0.00 Local Funds -Match 0.00 Private Grant Funds/Accrual 0.00 Public Support 0.00 Private Support 0.00 In -Kind Donations 0.00 In -Kind County Resources -The Family Resource Division Head will provide general oversight for the HFW program and direct supervision to the Wraparound Supervisor. Providing as reference to Question 2 on the Business Proposal. Division Head will spend an estimated 6% of her time on grant management. Annual salary $97,463.55, annual percentage on project $5,847.81. Annual Fringe $38,104.80, annual percentage on project $2,286.28. Amounts modified to show January -June 2022 expense. 4,067.05 Local Funds/Accrual 0.00 Other Funds (Specify below) 0.00 0.00 Total Match 4,715.00 Total Budget Yr1 (Requested Amount & Match) 166,368.00 The Parties may mutually agree, in writing, to modify the Budget administratively using an BHA Budget Reallocation 'orm Page 3 of 6 Last update 10_06_2021 DocuSign Envelope ID 8A3C9537-4C71-409C-A244-C3B255252826 EXHIBIT B COLORADO Office of Behavioral Health Department of Human Services EXHIBIT B, FY23 ANNUAL BUDGET BHA Program County Behavioral Health Agency Name Weld County Department of Human Services Budget Period July 1, 2022 - June 30, 2023 Project Name High Fidelity Wraparound Program Contact Name, Title Phone Email Julie Witkowski, Family Resource Division Head 970-400-6777 witkowjx@weldgov.com Fiscal Contract Name, Title Phone Email Tammy Maurer, Fiscal Division Head 970-400-6533 maurertk@weldgov.com Date Completed November 8, 2021 All budget numbers are estimates. Contract billing will be on a cost reimbursement basis for actual expenses incurred. EXPENDITURE CATEGORIES Personnel: Salary/Benefits Annual Budget Position Title Description of Work Gross or Annual Salary Fringe Percent of Time on Project Total Amount Requested from BHA Wraparound Coordinator Wraparound Coordinator will work to preserve and rehabilitate families while addressing mental and behavioral health needs via the HFW process. $ 67,379.11 $ 28,460.00 100% 95,839.11 Wraparound Coordinator Wraparound Coordinator will work to preserve and rehabilitate families while addressing mental and behavioral health needs via the HFW process. $ 67,379.11 $ 28,460.00 100% 95,839.11 Wraparound Coordinator Wraparound Coordinator will work to preserve and rehabilitate families while addressing mental and behavioral health needs via the HFW process. $ 67,379.11 $ 28,460.00 100% 95,839.11 Wraparound Coordinator Wraparound Coordinator will work to preserve and rehabilitate families while addressing mental and behavioral health needs via the HFW process. $ 67,379.11 $ 28,460.00 100% 95,839.11 Wraparound Supervisor High Fidelity Wraparound Supervisor who will serve as a systems navigator and advocate in addition to supervising the HFW team. $ 76,923.43 $ 31,136.00 100% 108,059.43 Personnel Services -Hourly Employees Annual Budget Position Title Description of Work Hourly Wage Hourly Fringe Total # of Hours on Project Total Amount Requested from BHA 0.00 0.00 Total Personnel Services (including fringe benefits) 491,416.00 Client Costs Annual Budget Item Description of Item Rate Quantity Total Amount Requested from BHA Flex Funding Flex funding can be used to address concrete economic needs which support family stability and reunification with no other formal or informal resources are available. 1,500.00 10 15,000.00 Total Client Costs 15,000.00 Page 4 of 6 Last update 10_06_2021 EXHIBIT B DocuSign Envelope ID: 8A3O9537-4C71-409C-A244-O3B255252826 Contractors/Consultants Services (Subcontracts) Annual Budget Name Description of Work Rate Quantity Total Amount Requested from BHA 0.00 Total Contract Services 0.00 Occupancy Annual Budget Item Description of Item Rate Quantity Total Amount Requested from BHA 0.00 Total Occupancy 0.00 Operating / Capital Annual Budget Item Description of Item Rate Quantity Total Amount Requested from BHA Technology -purchase Equipment: Laptop, docking station, dual monitors, mouse, keyboard, cell phone and desk phone $ 2,472.37 3 7,417.11 Telephones -month y Ongoing exaenses for cell and desk phones -77.98 monthly x 5 sets x 12 months $ 389.90 12 4,678.80 Total Operating 12,096.00 Depreciation/Amortization Annual Budget Item Description of Item Total Amount Requested from BHA 0.00 Total Depreciation/Amortization 0.00 Professional Fees Annual Budget Item Description of Item Rate Quantity Total Amount Requested from BHA 0.00 Total Professional Fees 0.00 TOTAL DIRECT (TDC) 518,512.00 COSTS Less: Expenses per OMB 2CFR § 200 Subcontracts in excess of $25,000 0.00 Rent 0.00 Equipment 0.00 Other Unallowable Expenses 0.00 Total Expenses per OMB 2CFR § 200 0.00 MODIFIED TOTAL (MTDC) 518,512.00 DIRECT COSTS Indirect Costs Annual Budget Item Description of Item Percentage Total Amount Requested from BHA 0% 0.00 Total Indirect 0.00 Total Amount Requested Yr2 518,512.00 Matching Funds Annual Budget Matching Funds Non -Governmental Contracts 0.00 ,Other State Revenue/Accrual-Mileage to and from client homes and community locations will be paid via other resources. Estimated mileage will be 2,592.00 Federal Grant Funds/Accrual 0.00 Page 5 of 6 Last update 10_06_2021 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 EXHIBIT B Local Funds -Match 0.00 Private Grant Funds/Accrual 0.00 Public Support 0.00 Private Support 0.00 In -Kind Donations 0.00 In -Kind County Resources -The Family Resource Division Head will provide general oversight for the HFW program and direct supervision to the Wrap 8,134.09 Local Funds/Accrual 0.00 Other Funds (Specify below) 0.00 0.00 Total Match 10,726.00 Total Budget Yr2 (Requested Amount & Match) 529,238.00 The Parties may mutually agree, in writing, to modify the Budget administratively using an BHA Budget Reallocation form Page 6 of 6 Last update 10_06_2021 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit C Exhibit C Miscellaneous Provisions I. General Provisions and Requirements A. Finance and Data Protocols The Contractor shall comply with the Office of Behavioral Health's (OBH) most current Finance and Data Protocols and the Behavioral Health Accounting and Auditing Guidelines, made a part of this Contract by reference. B. Marketing and Communications The Contractor shall comply with the following marketing and communications requirements: 1. Reports or Evaluations. All reports or evaluations funded by OBH must be reviewed by OBH staff, including program, data, and communications, over a period of no fewer than 15 business days. The Contractor may be asked to place a report or evaluation on an OBH template and the report or evaluation is required to display the OBH logo. The Contractor shall submit the finished document to OBH in its final format and as an editable Word or Google document. 2. Press Releases. All press releases about work funded by OBH must note that the work is funded by the Colorado Department of Human Services, Office of Behavioral Health. Press releases about work funded by OBH must be reviewed by OBH program and communications staff over a period of no fewer than five business days. 3. Marketing Materials. Contractor shall include the current Colorado Department of Human Services, Office of Behavioral Health logo on any marketing materials, such as brochures or fact sheets, that advertise programs funded by this Contract. Marketing materials must be approved by the Contract's assigned OBH program contract over a period of no fewer than 5 business days. 4. All Other Documents. All other documents published by the Contractor about its OBH-funded work, including presentations or website content, should mention the Colorado Department of Human Services, Office of Behavioral Health as a funder. 5. Opinion of OBH. OBH may require the Contractor to add language to documents that mention OBH reading: "The views, opinions and content expressed do not necessarily reflect the views, opinions or policies of the Colorado Department of Human Services, Office of Behavioral Health." C. Cost of Living Adjustment - Option Letter For contracts using State funding: The State may increase or decrease the rates established in the Contract in Exhibit B, "Budget," based upon a cost of living adjustment to the relevant lines in the Long Bill through an option letter. In order to exercise this option, the State shall provide written notice to Contractor in a form substantially equivalent to Contract Section 21, "Sample Option Letter." Delivery of Goods and performance of Services shall continue at Page 1 of 6 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit C the same rates and terms as described in this Contract. D. Start-up Costs If the State reimburses the Contractor for any start-up costs and the Contractor closes the program or facility within three years of receipt of the start-up costs, the Contractor shall reimburse the State for said start-up costs within sixty (60) days of the closure. The Contractor is not required to reimburse the State for start-up costs if the facility or program closure is due to OBH eliminating funding to that specific program and/or budget line item. E. Immediate Notification of Closures / Reductions in Force If the Contractor intends to close a facility or program, it shall notify the OBH Contracts Unit at least five business days prior to the closure. Similarly, if the Contractor, or any sub- contractor provider, intends to conduct a reduction in force which affects a program funded through this contract, the Contractor shall notify the OBH Contracts Unit at least five business days prior to the layoffs. F. Licensing and Designation Database Electronic Record System (LADDERS) The Contractor shall use LADDERS (http://www.colorado.gov/ladders) as needed and/or as required by rule to submit applications for OBH licensing and designation, keep current all provider directory details, and submit policies and procedures. G. Contract Contact Procedure The Contractor shall submit all requests for OBH interpretation of this Contract or for amendments to this Contract to the OBH Contract Manager. H. The Contractor shall comply with all the provisions and requirements of RFP IHJA 2022000092. I. Continuity of Operations Plan 1. In the event of an emergency resulting in a disruption of normal activities, OBH may request that Contractor provide a plan describing how Contractor will ensure the execution of essential functions of the Contract, to the extent possible under the circumstances of the inciting emergency ("Continuity of Operations Plan" or "Plan"). 2. The Continuity of Operations Plan must be specific and responsive to the circumstances of the identified emergency. 3. OBH will provide formal notification of receipt of the Continuity of Operations Plan to the Contractor. 4. The Continuity of Operations Plan will not impact or change the budget or any other provisions of the contract, and Contractor's performance will be held to the same standards and requirements as the original Contract terms, unless otherwise specified in the Continuity of Operations Plan. 5. Any submitted Continuity of Operations Plan will serve as an amendment Page 2 of 6 DocuSign Envelope ID: 8A3C9537-4C71-4o9C-A244-C3B255252826 Exhibit C to the contract for the timeframe identified and agreed to by OBH and the Contractor. 6. Contractor shall communicate, in a format mutually agreed upon by OBH and Contractor staff, on a frequency that supports the monitoring of services under the Continuity of Operations Plan. If adjustments are needed to the Plan, such adjustments will be made in writing and accompanied by written notice of receipt from OBH. a. As part of the OBH/Contractor communication during the emergency, Contractor and OBH will evaluate whether the emergency has resolved such that normal operations may be resumed. b. Contractor and OBH will agree in writing when the emergency situation is sufficiently resolved and agree to a closeout period that is four weeks or less. c. OBH will submit notice accepting the termination of the Continuity of Operations Plan to the Contractor as the final action for any qualifying emergency response. J. Cultural Responsiveness in Service Delivery 1. The Office of Behavioral Health expects funding dollars to support equity in access, services provided, and behavioral health outcomes among individuals of all cultures, gender identities, sexual orientations, races, and ethnicities. Accordingly, Contractors should collect and use data to: (1) identify priority populations vulnerable to health disparities encompassing the contractor's entire geographic service area (e.g., racial, ethnic, limited English speaking, indigenous, sexual orientation, gender identity groups, etc.) and (2) implement strategies to decrease the disparities in access, service use, and outcomes -both within those subpopulations and in comparison to the general population. 2. One strategy for addressing health disparities is the use of the recently revised National Standards for Culturally and Linguistically Appropriate Services in Health and Health Care (CLAS). The U.S. Department of Health and Human Services (HHS) Think Cultural Health website (https://thinkculturalhealth.hhs.govf) also features information, continuing education opportunities, resources, and more for health and health care professionals to learn about culturally and linguistically appropriate services, or CLAS. 3. Contractors providing direct behavioral health prevention, treatment, or recovery services shall submit one of the following two documents to cdhs deliverables@state.co.us by August 31 annually: a. If a provider has completed an equity plan that identifies how they will address health equity, they can submit the plan or; Page 3 of 6 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit C b. Submit a completed CLAS checklist that follows this HI -IS format: https://thinkculturalhealth.hhs.gov/assets/pdfs/AnImplementationChecklist fortheNationalCLASStandards.pdf K. Prohibition on Marijuana. Funds may not be used, directly or indirectly, to purchase, prescribe, or provide marijuana or treatment using marijuana. Treatment in this context includes the treatment of opioid use disorder. Funds also cannot be provided to any individual who or organization that provides or permits marijuana use for the purposes of treating substance use or mental disorders. This prohibition does not apply to those providing such treatment in the context of clinical research permitted by the DEA and under an FDA -approved investigational new drug application where the article being evaluated is marijuana or a constituent thereof that is otherwise a banned controlled substance under federal law. IL Use of Subcontracts. A. Services described in this Contract may be performed by Contractor or by a subcontractor, except where this Contract states explicitly that a service must not be subcontracted. 1. Contractor shall ensure that its subcontractors perform to the terms of this Contract. B. Any subcontract for services must include, at a minimum, the following: 1. A description of each partner's participation 2. Responsibilities to the program (policy and/or operational) 3. Resources the subcontractor will contribute, reimbursement rates, services to be included and processes in collecting and sharing data and the most recent CDHS version of the HIPAA Business Associates Addendum, if this Contract contains the HIPAA Business Associates Addendum/Qualified Service Organization Addendum as an exhibit. C. The Contractor shall provide to OBH a copy of any proposed subcontract between the Contractor and any potential provider of services to fulfill any requirements of this Contract, to cdhs_deliverablesobh@state.co.us within 30 days of subcontract execution. D. OBH reserves the right to require Contractor to renegotiate subcontracts where necessary to adhere to the terms of this Contract. E. Subcontractor/Partnership Termination. In the event where partnerships with a subcontractor such as a treatment provider is terminated, the Contractor shall transition to a new partnership no later than 30 days from termination to ensure continuity of care for all participants of the program. III. Additional Remedies A. Duty to Act in Good Faith The Contractor shall comply with all the provisions of this contract and its amendments, if any, and shall act in good faith in the performance of the requirements of said contract. The Contractor agrees that failure to act in good faith in the performance with said requirements may result in the assessment of remedial actions, liquidated damages and/or termination of the contract in whole or in part and/or other actions by the State as allowed by law as set forth in this contract. Page 4 of 6 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit C B. Corrective Action The State will notify the Contractor of non-compliance and subsequently, after consultation with the Contractor, will establish a schedule for the Contractor to cure non-compliance. The Contractor shall be responsible for the submission of a plan of corrective action in accordance with said schedule. If full compliance is not achieved, or a plan of action for correction is not submitted and approved by the State within the scheduled time frame, the State may exercise remedies specified in the General Provisions "Remedies" section of this Contract. IV. Audit Requirements A. Independent Audit Requirements 1. "Independent financial audit" shall be defined as follows— a financial audit conducted by a certified public accounting firm or certified public accountant (CPA) in accordance with generally accepted accounting principles and applicable federal regulations. The CPA or firm must be independent of the Contractor. "Independent" means not a regular full-time or part-time employee of the Contractor and not receiving any form of compensation from the Contractor other than compensation that the CPA receives for the conduct of the financial audit. 2. If the Contractor or sub -contractor expends federal awards from all sources (direct or from pass -through entities) in an amount of $300,000 or more during its fiscal year shall have an independent financial audit performed annually. The audit shall identify, examine, and report the income and expenditures specific to operation of the services described in this contract. The audit will be presented in the format specified in the "Accounting and Auditing Guidelines" for Colorado Department of Human Services, Office of Behavioral Health (OBH), found on the OBH website. 3. The Contractor agrees to comply with the qualified or disclaimer opinion rendered by the independent auditor on financial statements or the negative opinion on peer review reports. Non-compliance with these standards shall result in enforcement of remedies against the Contractor as provided in this Contract. B. Annual Single Audit 1. If the Contractor or sub -contractor expends federal awards from all sources (direct or from pass -through entities) in an amount of $750,000 or more during its fiscal year, then the Contractor or sub -contractor shall have an audit of that fiscal year in accordance with the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507), the provisions for which are outlined in Exhibit E, "Supplemental Provisions for Federal Awards." V. Financial Requirements A. Funding Sources 1. The Contractor Shall identify all funds delivered to subcontractors as state general fund, state cash funds, or federal grant dollars in Exhibit B, "Budget." 2. If a Single Audit is performed in accordance with Section IV.B. above, the Contractor shall report the amount of the federal grant identified in the budget under the CFDA number identified on the first page of this Contract. Page 5 of 6 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit C 3. The Contractor shall communicate the CFDA number to all sub -contractors in their sub- contracts. B. Budget Reallocations 1. The Contractor may reallocate funds between the budget categories of this contract, up to 10% of the total contract amount, upon written approval by OBH, without a contract amendment. Any allowable reallocation is still subject to the limitations of the Not to Exceed and the Maximum Amount Available per Fiscal Year. C. Payment Terms 1. The Contractor shall invoice once per fiscal year for the full amount allocated to Contractor for that fiscal year. An invoice for FY22 may be submitted upon contract execution. An invoice for FY23 may be submitted on or after July 1, 2022. For Contractors using a calendar fiscal year, more invoices may be submitted to align with the calendar year's budget 2. The Contractor shall utilize the invoice template(s) provided by OBH. 3. All payment requests shall be submitted electronically to OBHpayment@state.co.us 4. Any requests for payment received after September 10th for the prior state fiscal year cannot be processed by OBH. 5. The State will make payment on invoices within 45 days of receipt of a correct and complete invoice to OBHpayment@state.co.us. Consequently, the Contractor must have adequate solvency to pay its expenses up to 45 days after invoice submission to the State. Page 6 of 6 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit D COLORADO Financial Services Dewresen of Human Services Dtvtsron of Contracts and Procurement EXHIBIT D HIPAA BUSINESS ASSOCIATE / 42 PART 2 QUALIFIED SERVICE ORGANIZATION AGREEMENT This HIPAA Business Associate/42 Part 2 Qualified Service Organization 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, and shall refer to Contractor. b. Covered Entity. "Covered Entity" shall have the same meaning as the term "covered entity" at 45 C.F.R. 160.103, and shall refer to the State. c. Information Technology and Information Security. "Information Technology" and "Information Security" shall have the same meanings as the terms "information technology" and "information security", respectively, in §24-37.5-102, C.R.S. Page 1 of 11 HIPAA BAA/QSOA Revised August 2018 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit D 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. i. To the extent Business Associate carries out one or more of Covered Entity's obligations under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all requirements of Subpart E that apply to Covered Entity in the performance of such obligation. ii. Business Associate may disclose PHI to carry out the legal responsibilities of Business Associate, provided, that the disclosure is Required by Law or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that: A. the information will remain confidential and will be used or disclosed only as Required by Law or for the purpose for which Business Associate originally disclosed the information to that person, and; B. the person notifies Business Associate of any Breach involving PHI of which it is aware. iii. Business Associate may provide Data Aggregation services relating to the Health Care Operations of Covered Entity. Business Associate may de -identify any or all PHI created or received by Business Associate under this Agreement, provided the de -identification conforms to the requirements of the HIPAA Rules. d. 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). e. Impermissible Uses and Disclosures. i. Business Associate shall not disclose the PHI of Covered Entity to another covered entity without the written authorization of Covered Entity. ii. Business Associate shall not share, use, disclose or make available any Covered Entity PHI in any form via any medium with or to any person or entity beyond the boundaries or jurisdiction of the United States without express written authorization from Covered Entity. f. 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. Page 2 of 11 HIPAA BAA/QSOA Revised August 2018 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit D 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. g. 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 https://oit.colorado.gov/standards-policies-guides/technical-standards- policies. h. 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. i. Amendment of PHI. J• Business Associate shall within ten days of receiving a written request from Covered Entity make any amendment to PHI in a Designated Record Set as directed by or agreed to by Covered Entity pursuant to 45 C.F.R. 164.526, or take other measures as necessary to satisfy Covered Entity's obligations under 45 C.F.R. 164.526. ii. Business Associate shall promptly forward to Covered Entity any request for amendment of PHI that Business Associate receives directly from an Individual. 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. k. 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. 1. 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. Page 3 of 11 HIPAA BAA/QSOA Revised August 2018 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit D m. Audit, Inspection and Enforcement. Business Associate shall obtain and update at least annually a written assessment performed by an independent third party reasonably acceptable to Covered Entity, which evaluates the Information Security of the applications, infrastructure, and processes that interact with the Covered Entity data Business Associate receives, manipulates, stores and distributes. Upon request by Covered Entity, Business Associate shall provide to Covered Entity the executive summary of the assessment. ii. Business Associate, upon the request of Covered Entity, shall fully cooperate with Covered Entity's efforts to audit Business Associate's compliance with applicable HIPAA Rules. If, through audit or inspection, Covered Entity determines that Business Associate's conduct would result in violation of the HIPAA Rules or is in violation of the Contract or this Agreement, Business Associate shall promptly remedy any such violation and shall certify completion of its remedy in writing to Covered Entity. n. 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. o. Safeguard During Transmission. 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. p. 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 Page 4 of 11 HIPAA BAA/QSOA Revised August 2018 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit D required by 45 C.F.R. 164.410 or a breach for which notice is required under §24-73-103, C.R.S. ii. Such notice shall include the identification of each Individual whose Unsecured Protected Health Information has been, or is reasonably 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. q. iv. Business Associate shall have the burden of demonstrating that all notifications were made as required, including evidence demonstrating the necessity of any delay. Business Associate's Insurance and Notification Costs. i. Business Associate shall bear all costs of a Breach response including, without limitation, notifications, and shall maintain insurance to cover: A. loss of PHI data; B. Breach notification requirements specified in HIPAA Rules and in §24-73-103, C.R.S.; and C. claims based upon alleged violations of privacy rights through improper use or disclosure of PHI. ii. All such policies shall meet or exceed the minimum insurance requirements of the Contract or otherwise as may be approved by Covered Entity (e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional insured status, and notice of cancellation). iii. Business Associate shall provide Covered Entity a point of contact who possesses relevant Information Security knowledge and is accessible 24 hours per day, 7 days per week to assist with incident handling. iv. Business Associate, to the extent practicable, shall mitigate any harmful effect known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of this Agreement. r. Subcontractors and Breaches. Business Associate shall enter into a written agreement with each of its Subcontractors and agents, who create, receive, maintain, or transmit PHI on behalf of Business Associate. The agreements shall require such Subcontractors and agents to report to Business Associate any use or disclosure of PHI not provided for by this Agreement, including Security Incidents and Breaches of Unsecured Protected Health Information, on the first day such Subcontractor or agent knows or should have known of the Breach as required by 45 C.F.R. 164.410. Page 5 of 11 HIPAA BAA/QSOA Revised August 2018 DocuSign Envelope ID: 8A3C9537-4O71-409C-A244-C3B255252826 Exhibit D ii. Business Associate shall notify Covered Entity of any such report and shall provide copies of any such agreements to Covered Entity on request. s. 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. t. 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. b. Notice of Changes. Covered Entity maintains a copy of its Notice of Privacy Practices on its website. Covered Entity shall provide Business Associate with any changes in, or revocation of, permission to use or disclose PHI, to the extent that it may affect Business Associate's permitted or required uses or disclosures. ii. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of PHI to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to the extent that it may affect Business Associate's permitted use or disclosure of PHI. 5. TERMINATION a. Breach. i. In addition to any Contract provision regarding remedies for breach, Covered Entity shall have the right, in the event of a breach by Business Associate of any provision of this Agreement, to terminate immediately the Contract, or this Agreement, or both. ii. Subject to any directions from Covered Entity, upon termination of the Contract, this Agreement, or both, Business Associate shall take timely, reasonable, and necessary action to protect and preserve property in the possession of Business Associate in which Covered Entity has an interest. Page 6 of 11 HIPAA BAA/QSOA Revised August 2018 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit D 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. 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. Page 7 of 11 HIPAA BAA/QSOA Revised August 2018 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit D 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 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 Page 8 of 11 HIPAA BAA/QSOA Revised August 2018 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 Exhibit D include testifying as a witness at such proceedings. Business Associate or any of its employees, Subcontractors or agents shall not be required to provide such assistance if Business Associate is a named adverse party. 12 INTERPRETATION AND ORDER OF PRECEDENCE Any ambiguity in this Agreement shall be resolved in favor of a meaning that complies and is consistent with the HIPAA Rules. In the event of an inconsistency between the Contract and this Agreement, this Agreement shall control. This Agreement supersedes and replaces any previous, separately executed HIPAA business associate agreement between the Parties. 13. SURVIVAL Provisions of this Agreement requiring continued performance, compliance, or effect after termination shall survive termination of this contract or this agreement and shall be enforceable by Covered Entity. Page 9 of 11 HIPAA BAA/QSOA Revised August 2018 DocuSign Envelope ID: 8A3C9537-4O71-409C-A244-C3B255252826 Exhibit D 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 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. b. 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. c. Approved Subcontractors. Covered Entity agrees that the following Subcontractors or agents of Business Associate may receive PHI under the Agreement: i. Reserved. d. 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. e. 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. ii. The Associate: A. Acknowledges this agreement qualifies as a Qualified Service Organization Addendum as the agreement is between a Substance Abuse Program ("Program") and a Qualified Service Organization as defined by 42 C.F.R. Part 2. Page 10 of 11 HIPAA BAA/QSOA Revised August 2018 DocuSign Envelope ID: SA3C9537-4C71-409C-A244-C3B255252826 Exhibit D B. Acknowledges that in receiving, transmitting, transporting, storing, processing or otherwise dealing with any information received from the Program identifying or otherwise relating to the patient in the Program ("protected information"), it is fully bound by the provisions of the federal regulations governing the Confidentiality of Alcohol and Drug Abuse Patient Records, 42 C.F.R. Part 2. Protected information encompasses protected health information ("PHI") and references to PHI shall be understood to include protected information. C. Agrees to resist any efforts in judicial proceeding to obtain access to the protected information except as expressly provided for in the regulations governing the Confidentiality of Alcohol and Drug Abuse patient Records, 42 C.F.R. Part 2. D. Agrees that if the Associate enters into a contract with any agent or subcontractor, the agent or subcontractor will agree to comply with 42 C.F.R Part 2. E. Agrees to ensure that any agent or subcontractor to whom the Associate provides protected information received from the Program, or creates or receives on behalf of the Program, agrees to the same restrictions and conditions that apply through this agreement to the Associate with respect to such information. F. Agrees that redisclosure of protected information is prohibited unless permitted by 42 C.F.R. Part 2. f. Additional Terms. Business Associate agrees to comply with the following additional terms under the Agreement. i. Reserved. Page 11 of 11 HIPAA BAA/QSOA Revised August 2018 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C30255252826 a COLORADO Financial Services [IIY(SfCMI bG Ca [tads and Proturelne, i EXHIBIT E - Supplemental Provisions for Federal Awards For the purposes of this Exhibit only, Contractor is also identified as "Subrecipient." This Contract has been funded, in whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions for Federal Awards, the Special Provisions, the Contract or any attachments or exhibits incorporated into and made a part of the Contract, the Supplemental Provisions for Federal Awards shall control. In the event of a conflict between the Supplemental Provisions for Federal Awards and the FFATA Supplemental Provisions (if any), and/or exhibit regarding SLFRF Federal Provisions, the terms re FFATA and/or SLFRF shall control. If the source of the funding of the Contract is a grant, these Federal Provisions are subject to the Award as defined in §2 of these Federal Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 1) Federal Award Identification i. Subrecipient: Weld County Department of Human Services; ii. Subrecipient DUNS number: DUNS 075757955; iii. The Federal Award Identification Number (FAIN) is SLFRP0126; iv. The Federal award date is 03/03/2021 v. The subaward period of performance start date is January 1, 2022 and end date is June 30, 2023; vi. Federal Funds: Contract or Fiscal Year Amount of Federal funds obligated by this Contract Total amount of Federal funds obligated to the Subrecipient Total amount of the Federal Award committed to Subrecipient by CDHS SFY 2022 & 2023 $680,165 $680,165 $680,165 vii. Federal award project description: American Rescue Plan Act County Behavioral Health Grants; viii. The name of the Federal awarding agency is Substance Abuse and Mental Health Services Administration (SAMHSA); the name of the pass -through entity is the State of Colorado, Department of Human Services (CDHS); and the contact information for the awarding official for MHBG is: Steven Fry, Division of Grants Management, SAMHSA, 7-1109, 1 Choke Cherry Road, Rockville, MD 20857, 240-276-1422, Steven.Fry@samhsa.hhs.gov.; ix. The Catalog of Federal Domestic Assistance (CFDA) number is 21.027, and dollar amount is $5,000,000; x. This award is not for research & development; xi. The indirect cost rate for the Federal award (including if the de minimis rate is charged per 2 CFR §200.414 Indirect (F&A) costs) is pre -determined based upon the State of Colorado and CDHS cost allocation plan. Supplemental Provisions for Federal Awards Revised December 2021 Page 1 of 10 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 2) All requirements imposed by CDHS on Subrecipient so that the Federal award is used in accordance with Federal statutes, regulations, and the terms and conditions of the Federal award, are stated in Exhibit D, Exhibit E, Exhibit F. 3) Any additional requirements that CDHS imposes on Subrecipient in order for CDHS to meet its own responsibility to the Federal awarding agency, including identification of any required financial and performance reports, are stated in Exhibit A, Exhibit B, Exhibit C. 4) Subrecipient's approved indirect cost rate is CDHS negotiated rate of 5%. 5) Subrecipient must permit CDHS and auditors to have access to Subrecipient's records and financial statements as necessary for CDHS to meet the requirements of 2 CFR §200.331 Requirements for pass -through entities, §§ 200.300 Statutory and National Policy Requirements through §200.309 Period of performance, and Subpart F —Audit Requirements of this Part. 6) The appropriate terms and conditions concerning closeout of the subaward are listed in Section 16 of this Exhibit and N/A. 7) Performance and Final Status. Subrecipient shall submit all financial, performance, and other reports to CDHS no later than 30 calendar days after the period of performance end date or sooner termination of this Contract containing an evaluation and review of Subrecipient's performance and the final status of Subrecipient's obligations hereunder. 8) Matching Funds If a box below is checked, the accompanying provision applies. i. Subrecipient is not required to provide matching funds. ii. ❑ Subrecipient shall provide matching funds as stated in n/a. Subrecipient shall have raised the full amount of matching funds prior to the Effective Date and shall report to CDHS regarding the status of such funds upon request. Subrecipient's obligation to pay all or any part of any matching funds, whether direct or contingent, only extends to funds duly and lawfully appropriated for the purposes of this Contract by the authorized representatives of the Subrecipient and paid into the Subrecipient's treasury or bank account. Subrecipient represents to CDHS that the amount designated as matching funds has been legally appropriated for the purposes of this Contract by its authorized representatives and paid into its treasury or bank account. Subrecipient does not by this Contract irrevocably pledge present cash reserves for payments in future fiscal years, and this Contract is not intended to create a multiple -fiscal year debt of the Subrecipient. Subrecipient shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by Subrecipient's laws or policies. 1. DEFINITIONS. 1.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 1.1.1. "Award" means an award of Federal financial assistance, and the Contract setting forth the terms and conditions of that financial assistance, that a non -Federal Entity receives or administers. 1.1.1.1.1. Awards may be in the form of: 1.1.1.1.2. Grants; 1.1.1.1.3. Contracts; 1.1.1.1.4. Cooperative Contracts, which do not include cooperative research and development Contracts (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.1.1.5. Loans; 1.1.1.1.6. Loan Guarantees; Supplemental Provisions for Federal Awards Page 2 of 10 Revised December 2021 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 1.1.1.1.7. Subsidies; 1.1.1.1.8. Insurance; 1.1.1.1.9. Food commodities; 1.1.1.1.10. Direct appropriations; 1.1.1.1.11. Assessed and voluntary contributions; and 1.1.1.1.12. Other financial assistance transactions that authorize the expenditure of Federal funds by non -Federal Entities. 1.1.1.1.13. Any other items specified by OMB in policy memoranda available at the OMB website or other source posted by the OMB. 1.1.1.2. Award does not include: 1.1.1.2.1. Technical assistance, which provides services in lieu of money; 1.1.1.2.2. A transfer of title to Federally -owned property provided in lieu of money; even if the award is called a grant; 1.1.1.2.3. Any award classified for security purposes; or 1.1.1.2.4. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5). 1.1.2. "Contract" means the Contract to which these Federal Provisions are attached and includes all Award types in § of this Exhibit. 1.1.3. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.1.4. "Data Universal Numbering System (DUNS) Number" means the nine -digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's website may be found at: http://fedgov.dnb.com/webform. 1.1.5. "Entity" means: 1.1.5.1. If the source of funding is a Grant: 1.1.5.1.1. a Non -Federal Entity; 1.1.5.1.2. a foreign public entity; 1.1.5.13. a foreign organization; 1.1.5.1.4. a non-profit organization; 1.1.5.1.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only); 1.1.5.1.6. a foreign non-profit organization (only for 2 CFR part 170) only); 1.1.5.1.7. a Federal agency, but only as a Subrecipient under an Award or Subaward to a non -Federal entity (or 2 CFR 200.1); or 1.1.5.1.8. a foreign for-profit organization (for 2 CFR part 170 only). 1.1.5.2. If the source of funding is not a Grant: 1.1.5.2.1. all of the following as defined at 2 CFR part 25, subpart C; 1.1.5.2.2. A governmental organization, which is a State, local government, or Indian Tribe; 1.1.5.3. a foreign public entity; 1.1.5.4. a domestic or foreign non-profit organization; Supplemental Provisions for Federal Awards Page 3 of 10 Revised December 2021 DocuSign Envelope ID: 003C9537-4C71-409C-A244-C3B255252826 1.1.5.5. a domestic or foreign for-profit organization; and 1.1.5.6. a Federal agency, but only a Subrecipient under an Award or Subaward to a non - Federal entity. 1.1.6. "Executive" means an officer, managing partner or any other employee in a management position. 1.1.7. If the source of funding is a Grant, "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR 200.1. If the source of funding is not a Grant, "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as the "Transparency Act." 1.1.9. "Federal Provisions" means these Federal Provisions subject to the Transparency Act and Uniform Guidance, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 1.1.10. If the source of funding is a Grant, "Grant" as used herein is the Contract to which these Federal Provisions are attached. 1.1.11. "Grantee" means the party or parties identified as such in the Grant to which these Federal Provisions are attached if the source of funding is a Grant. 1.1.12. "Non -Federal Entity means a State, local government, Indian tribe, institution of higher education, or nonprofit organization that carries out a Federal Award as a Recipient or a Subrecipient. 1.1.13. "Nonprofit Organization" means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: 1.1.13.1. Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; 1.1.13.2. Is not organized primarily for profit; and 1.1.13.3. Uses net proceeds to maintain, improve, or expand the operations of the organization. 1.1.14. "OMB" means the Executive Office of the President, Office of Management and Budget. 1.1.15. "Pass -through Entity" means a non -Federal Entity that provides a Subaward to a Subrecipient to carry out part of a Federal program. 1.1.16. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award, or, of the source of funding is a Grant it is that agency or institution identified as the Grantor in the Grant to which these Federal Provisions are attached. 1.1.17. "Subaward" means an award by a Prime Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Subaward unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR 200.101 or 2 CFR 200.38, as applicable. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 1.1.18. "Subrecipient" or, if the source of funding is a Grant, "Subgrantee" means a non -Federal Entity (or a Federal agency under an Award or Subaward to a non -Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term "Subrecipient" includes and may be referred to as Subgrantee. The term does not include an individual who is a beneficiary of a federal program. Supplemental Provisions for Federal Awards Page 4 of 10 Revised December 2021 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 1.1.19. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9 -digit Data Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award Management (SAM) profile, if applicable. 1.1.20. "System for Award Management (SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 1.1.21. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year (see 48 CFR 52.204-10, as prescribed in 48 CFR 4.1403(a), as applicable) and includes the following: 1.1.21.1. Salary and bonus; 1.1.21.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.1.21.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.1.21.4. Change in present value of defined benefit and actuarial pension plans; 1.1.21.5. Above -market earnings on deferred compensation which is not tax -qualified; 1.1.21.6. Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 1.1.22. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act may also be referred to as FFATA. 1.1.23. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which, unless the source of funding is a Grant, supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A- 102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 1.1.24. "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 2. COMPLIANCE. 2.1. Contractor/Grantee shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, all applicable provisions of the Uniform Guidance, including, but not limited to, all applicable Federal Laws and regulations required by this Federal Award. Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado, at its discretion, may provide written notification to Contractor/Grantee of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. SYSTEM FOR AWARD MANAGEMENT (SAM) AND DATA UNIVERSAL NUMBERING SYSTEM (DUNS) REQUIREMENTS. Supplemental Provisions for Federal Awards Page 5 of 10 Revised December 2021 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C30255252826 3.1. SAM. Contractor/Grantee shall maintain the currency of its information in SAM until the Contractor/Grantee submits the final financial report required under the Award or receives final payment, whichever is later. Contractor/Grantee shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contractor/Grantee shall provide its DUNS number to its Prime Recipient, and shall update Contractor's/Grantee's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor's/Grantee's information. 4. TOTAL COMPENSATION. 4.1. Contractor/Grantee shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1.1. The total Federal funding authorized to date under the Award is $30,000 or more if the source of funding is a Grant, or otherwise $25,000 or more if the source of funding is not a Grant; and 4.1.2. In the preceding fiscal year, Contractor/Grantee received: 4.1.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.1.2.2. $30,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act if the source of funding is a Grant or otherwise $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act if the source of funding is not a Grant; and 4.1.2.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 5. REPORTING. 5.1. If Contractor/Grantee is a Subrecipient of the Award pursuant to the Transparency Act, Grantee shall report data elements to SAM and to the Prime Recipient as required in this Exhibit. No direct payment shall be made to Grantee for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Contract/Grant price. The reporting requirements in this Exhibit are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract/Grant and shall become part of Contractor's/Grantee's obligations under this Contract/Grant. 6. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR REPORTING. 6.1. If the source of funding is a Grant, Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent Award modifications result in a total Award of $30,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or more, but funding is subsequently de -obligated such that the total award amount falls below $30,000, the Award shall continue to be subject to the reporting requirements. 6.2. If the source of funding is not a Grant, Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de -obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 63. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December 26, 2014. Supplemental Provisions for Federal Awards Page 6 of 10 Revised December 2021 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 7. SUBRECIPIENT REPORTING REQUIREMENTS. 7.1. If Contractor/Grantee is a Subrecipient, Contractor/Grantee shall report as set forth below. 7.1.1. To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number (FAIN) assigned by a Federal agency to a Prime Recipient no later than the end of the month following the month in which the Subaward was made: 7.1.1.1. Subrecipient DUNS Number; 7.1.1.2. Subrecipient DUNS Number if more than one electronic funds transfer (EFT) account; 7.1.13. Subrecipient parent's organization DUNS Number; 7.1.1.4. Subrecipient's address, including: Street Address, City, State, Country, Zip (+ 4 if source of funding is a Grant or as otherwise directed per SAM directives for proper reporting), and Congressional District; 7.1.1.5. Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met; and 7.1.1.6. Subrecipient's Total Compensation of top 5 most highly compensated Executives if the criteria in §4 above met. 7.1.2. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Contract/Grant, the following data elements: 7.1.2.1. Subrecipient's DUNS Number as registered in SAM. 7.1.2.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 8. PROCUREMENT STANDARDS. 8.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and applicable regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, 2 CFR 200318 through 200327 thereof 8.2. If the source of funding is a Grant: Domestic preference for procurements (2 CFR 200322). As appropriate and to the extent consistent with law, the non -Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. 8.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political subdivision of the State, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery 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. 9. ACCESS TO RECORDS. 9.1. A Subrecipient shall permit Recipient/Prime Recipient and its auditors to have access to Subrecipient's records and financial statements as necessary for Recipient to meet the requirements of 2 CFR 200.311-200.332 (Requirements for pass -through entities), 2 CFR 200300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period of performance), and Subpart F -Audit Requirements of the Uniform Guidance. Supplemental Provisions for Federal Awards Page 7 of 10 Revised December 2021 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 10. SINGLE AUDIT REQUIREMENTS. 10.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient's fiscal year, the Subrecipient shall procure or arrange for a single or program -specific audit conducted for that year in accordance with the provisions of Subpart F -Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR 200.501. 10.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in accordance with 2 CFR 200.507 (Program -specific audits). The Subrecipient may elect to have a program -specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Prime Recipient. A program -specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program -specific audit. 10.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR 200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 10.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Subpart F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with 2 CFR 200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Subpart F -Audit Requirements. 11. CONTRACT/GRANT PROVISIONS FOR SUBRECEPIENT CONTRACTS. 11.1. In addition to other provisions required by the Federal Awarding Agency or the Prime Recipient, Contractors/Grantees that are Subrecipients shall comply with the following provisions. Subrecipients shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Contract/Grant. 11.1.1. [Applicable to federally assisted construction contracts.] Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor. 11.1.2. [Applicable to on -site employees working on government -funded construction, alteration and repair projects.] Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). 11.1.3. Rights to Inventions Made Under a contract/grant or agreement. If the Federal Award meets the definition of "funding agreement"/ "funding Contract" under 37 CFR 401.2 (a) and the Prime Recipient or Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement,"/"funding Contract", the Prime Recipient or Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the Federal Awarding Agency. Supplemental Provisions for Federal Awards Page 8 of 10 Revised December 2021 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 11.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal awardee(s) to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Awarding Agency and the Regional Office of the Environmental Protection Agency (EPA). 11.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in 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. 11.1.6. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. 11.1.7. Never contract with the enemy (2 CFR 200.215). Federal awarding agencies and recipients are subject to the regulations implementing "Never contract with the enemy" in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered contracts, grants and cooperative agreements that are expected to exceed $50,000 within the period of performance, are performed outside the United States and its territories, and are in support of a contingency operation in which members of the Armed Forces are actively engaged in hostilities. 11.1.8. Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR 200.216). Grantee is prohibited from obligating or expending loan or grant funds on certain telecommunications and video surveillance services or equipment pursuant to 2 CFR 200.216. 12. CERTIFICATIONS. 12.1. Unless prohibited by Federal statutes or regulations, Recipient/Prime Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR 200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR 200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 13. EXEMPTIONS. 13.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 13.2. A Contractor/Grantee with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 14. EVENT OF DEFAULT AND TERMINATION. 14.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Contract/Grant and the State of Colorado may terminate the Contract/Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 -day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract/Grant, at law or in equity. 14.2. Termination (2 CFR 200340). The Federal Award may be terminated in whole or in part as follows: Supplemental Provisions for Federal Awards Page 9 of 10 Revised December 2021 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 14.2.1. By the Federal Awarding Agency or Pass -through Entity, if a Non -Federal Entity fails to comply with the terms and conditions of a Federal Award; 14.2.2. By the Federal awarding agency or Pass -through Entity, to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities; 14.2.3. By the Federal awarding agency or Pass -through Entity with the consent of the Non -Federal Entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; 14.2.4. By the Non -Federal Entity upon sending to the Federal Awarding Agency or Pass -through Entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal Awarding Agency or Pass -through Entity determines in the case of partial termination that the reduced or modified portion of the Federal Award or Subaward will not accomplish the purposes for which the Federal Award was made, the Federal Awarding Agency or Pass -through Entity may terminate the Federal Award in its entirety; or 14.2.5. By the Federal Awarding Agency or Pass -through Entity pursuant to termination provisions included in the Federal Award. EXHIBIT END Supplemental Provisions for Federal Awards Page 10 of 10 Revised December 2021 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 a COLORADO Financial Services [kyaitnK`M d Human Smiccs Divls,on of Contracts and Procurement EXHIBIT F - SLFRF SUBRECIPIENT PROVISIONS EXHIBIT (CDHS) This Exhibit and the Appendices hereto apply regarding the use of State and Local Fiscal Recovery Funds (SLFRF) to comply with requirements established by the U.S. Department of Treasury and the Colorado Department of Personnel & Administration, Office of the State Controller re the Colorado Department of Human Services (CDHS). This SLFRF Provisions Exhibit may supplement other Exhibit(s) to the instant Agreement. In the event that terms on prior Exhibit(s) to the instant Agreement conflict with this SLFRF Provisions Exhibit, this Exhibit shall control and take precedence. The ContractorNendor/Other Agency entity with which the Colorado Department of Human Services (CDHS) is contracting per this Agreement may be referred to as "Subrecipient" herein, the designation per controlling law and mandates. This "Subrecipient" designation shall apply in this context notwithstanding prior definition(s) of any entity to this agreement as "Contractor" or any other title. Subrecipient must agree to and comply with the terms of these SLFRF Provisions in order to receive and use these funds. Subrecipient shall execute not only the instant Agreement, but also specifically the Certification Agreement appendix to the instant Exhibit. A failure to also separately execute the Certification Agreement appendix hereto shall not relieve Subrecipient of the rules/obligations set forth herein; such a clerical error must be promptly remedied upon discovery by notifying the CDHS office/program contact, who can then assist with the logistics of mandatory signing, which shall retroactively apply. In the event that Subrecipient is/was in receipt of SLFRF funding from CDHS prior to execution of the instant Exhibit, Subrecipient understands that its obligations set forth herein with regards to that funding shall retroactively apply. The regulations and requirements surrounding receipt and use of SLFRF funding is an evolving subject matter as established by the U.S. Department of Treasury and put into established policy by the Colorado Department of Personnel & Administration, Office of the State Controller for use with CDHS Agreements. As such, Subrecipient agrees to execute any additional Agreements/Amendments as required by CDHS to establish and/or update these procedures. Subrecipient agrees to accept written notice from CDHS of updates to these requirements and to comply with same forthwith, even if prior to or without a formal Amendment to the Agreement to 1 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 update this Exhibit or the rules/requirements established herein. Regardless, if CDHS requests that Subrecipient execute an Amendment to formalize implementation of and/or acknowledgment of updates to this Exhibit, Subrecipient shall promptly comply. Subrecipient agrees to stay abreast of and comply with the most current iterations of the requirements re SLFRF funding set forth on https://osc.colorado.gov/american-rescue-plan-act (see SLFRF Grant Agreement Templates Tab). APPENDIX 1 TO SLFRF EXHIBIT- BUDGET SUPPLEMENT 1. BUDGET BY US TREASURY EXPENDITURE CATEGORY 1.1 Expenditure Categories identified in this Appendix will determine what is reported on as outlined in the all following Appendices to this Exhibit. Project Number Project Title US Treasury Expenditure Category Number and Name Budget PHI120 County -based Behavioral Health Grant Program 1.12 Other Public Health Services $680,165 Total $680,165 2. BUDGET BY FUNCTION 3. EXPENDITURE CATEGORY MODIFICATIONS 1.1 Increases or decreases in any Expenditure Category must be requested and approved by the State Agency by using the SLFRF Expenditure Modification Form. This form can be found at: https://osc.colorado.gov/american-rescue-plan-act (see SLFRF Grant Agreement Templates Tab). In no event may this be used to modify the overall total of this Agreement or otherwise any non SLFRF expenditures. APPENDIX 2 TO SLFRF EXHIBIT- FEDERAL PROVISIONS SUPPLEMENT 1. APPLICABILITY OF PROVISIONS. 1.1. The Grant to which these Federal Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions, the Special Provisions, the body of the Grant, or any attachments or exhibits incorporated into and made a part of the Grant, the provisions of these Federal Provisions shall control. 2 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 1.2. The State of Colorado is accountable to Treasury for oversight of their subrecipients, including ensuring their subrecipients comply with the SLFRF statute, SLFRF Award Terms and Conditions, Treasury's Final Rule, and reporting requirements, as applicable. 1.3. Additionally, any subrecipient that issues a subaward to another entity (2°d tier subrecipient), must hold the 2nd tier subrecipient accountable to these provisions and adhere to reporting requirements. 1.4. These Federal Provisions are subject to the Award as defined in §2 of these Federal Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 2. DEFINITIONS. 2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 2.1.1. "Award" means an award of Federal financial assistance, and the Grant setting forth the terms and conditions of that financial assistance, that a non -Federal Entity receives or administers. 2.1.2. "Data Universal Numbering System (DUNS) Number" means the nine -digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's website may be found at: http://fedgov.dnb.com/webform. 2.1.3. "Entity" means: 2.1.3.1. a Non -Federal Entity; 2.1.3.2. a foreign public entity; 2.1.3.3. a foreign organization; 2.1.3.4. a non-profit organization; 2.1.3.5. a domestic for-profit organization (for 2 CFR parts 25 and 170 only); 2.1.3.6. a foreign non-profit organization (only for 2 CFR part 170) only); 2.1.3.7. a Federal agency, but only as a Subrecipient under an Award or Subaward to a non -Federal entity (or 2 CFR 200.1); or 2.1.3.8. a foreign for-profit organization (for 2 CFR part 170 only). 2.1.4. "Executive" means an officer, managing partner or any other employee in a management position. 2.1.5. "Expenditure Category (EC)" means the category of eligible uses as defined by the US Department of Treasury in "Appendix 1 of the Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasury.gov. 2.1.6. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR 200.1 2.1.7. "Grant" means the Grant to which these Federal Provisions are attached. 3 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 2.1.8. "Grantee" means the party or parties identified as such in the Grant to which these Federal Provisions are attached. 2.1.9. "Non -Federal Entity means a State, local government, Indian tribe, institution of higher education, or nonprofit organization that carries out a Federal Award as a Recipient or a Subrecipient. 2.1.10. "Nonprofit Organization" means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: 2.1.10.1. Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; 2.1.10.2. Is not organized primarily for profit; and 2.1.10.3. Uses net proceeds to maintain, improve, or expand the operations of the organization. 2.1.11. "OMB" means the Executive Office of the President, Office of Management and Budget. 2.1.12. "Pass -through Entity" means a non -Federal Entity that provides a Subaward to a Subrecipient to carry out part of a Federal program. 2.1.13. "Prime Recipient" means the Colorado State agency or institution of higher education identified as the Grantor in the Grant to which these Federal Provisions are attached. 2.1.14. "Subaward" means an award by a Prime Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Subaward unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR 200.101. The term does not include payments to a Contractor or payments to an individual that is a beneficiary of a Federal program. 2.1.15. "Subrecipient" or "Subgrantee" means a non -Federal Entity (or a Federal agency under an Award or Subaward to a non -Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term does not include an individual who is a beneficiary of a federal program. 2.1.16. "System for Award Management (SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year (see 48 CFR 52.204-10, as prescribed in 48 CFR 4.1403(a)) and includes the following: 2.1.16.1. Salary and bonus; 2.1.16.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with 4 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 2.1.16.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 2.1.16.4. Change in present value of defined benefit and actuarial pension plans; 2.1.16.5. Above -market earnings on deferred compensation which is not tax - qualified; 2.1.16.6. Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 2.1.17. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. 2.1.18. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 3. COMPLIANCE. 3.1. Grantee shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, all applicable provisions of the Uniform Guidance, and all applicable Federal Laws and regulations required by this Federal Award. Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado, at its discretion, may provide written notification to Grantee of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3.2. Per US Treasury Final Award requirements, grantee programs or services must not include terms or conditions that undermine efforts to stop COVID-19 or discourage compliance with recommendations and CDC guidelines. 5 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND DATA UNIVERSAL NUMBERING SYSTEM (DUNS) REQUIREMENTS. 4.1. SAM. Grantee shall maintain the currency of its information in SAM until the Grantee submits the final financial report required under the Award or receives final payment, whichever is later. Grantee shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 4.2. DUNS. Grantee shall provide its DUNS number to its Prime Recipient, and shall update Grantee's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Grantee's information. 5. TOTAL COMPENSATION. 5.1. Grantee shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 5.1.1. The total Federal funding authorized to date under the Award is $30,000 or more; and 5.1.2. In the preceding fiscal year, Grantee received: 5.1.2.1. 80% or more of its annual gross revenues from Federal procurement Agreements and Subcontractors and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.2. $30,000,000 or more in annual gross revenues from Federal procurement Agreements and Subcontractors and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.3. 5.1.2.3 The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 6. REPORTING. 6.1. If Grantee is a Subrecipient of the Award pursuant to the Transparency Act, Grantee shall report data elements to SAM and to the Prime Recipient as required in this Exhibit. No direct payment shall be made to Grantee for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Grant price. The reporting requirements in this Exhibit are based on guidance from the OMB, and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Grant and shall become part of Grantee's obligations under this Grant. 6 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR FEDERAL REPORTING. 7.1. Reporting requirements in §8 below apply to new Awards as of October 1, 2010, if the initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent Award modifications result in a total Award of $30,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or more, but funding is subsequently de -obligated such that the total award amount falls below $30,000, the Award shall continue to be subject to the reporting requirements. If the total award is below $30,000 no reporting required; if more than $30,000 and less than $50,000 then FFATA reporting is required; and, $50,000 and above SLFRF reporting is required. 7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of December 26, 2015. The standards set forth in §11 below are applicable to audits of fiscal years beginning on or after December 26, 2014. 8. SUBRECIPIENT REPORTING REQUIREMENTS. 8.1. Grantee shall report as set forth below. 8.1.1. Grantee shall use the SLFRF Subrecipient Quarterly Report Workbook as referenced in Appendix 4 to report to the State Agency within ten (10) days following each quarter ended September, December, March and June. Additional information on specific requirements are detailed in the SLFRF Subrecipient Quarterly Report Workbooks and "Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasury.gov. EC 1— Public Health All Public Health Projects a) Description of structure and objectives b) Description of relation to COVID-19 c) Identification of impacted and/or disproportionately impacted communities d) Capital Expenditures i. Presence of capital expenditure in project ii. Total projected capital expenditure iii. Type of capital expenditure iv. Written justification v. Labor reporting COVID-19 Interventions and Mental Health (1.4, 1.11, 1.12, 1.13) a) Amount of total project used for evidence -based programs b) Evaluation plan description COVID-19 Small Business Economic Assistance (1.8) a) Number of small businesses served COVID-19 Assistance to Non -Profits (1.9) a) Number of non -profits served COVID-19 Aid to Travel, Tourism, and Hospitality or Other Impacted Industries (1.10) a) Sector of employer b) Purpose of funds c) 7 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 EC 2 — Negative Economic Impacts All Negative Economic Impacts Projects a) Description of project structure and objectives b) Description of project's response to COVID-19 c) Identification of impacted and/or disproportionately impacted communities d) Amount of total project used for evidence -based programs and description of evaluation plan (not required for 2.5, 2.8, 2.21-2.24, 2.27-2.29, 2.31, 2.34-2.36) e) Number of workers enrolled in sectoral job training programs f) Number of workers completing sectoral job training programs g) Number of people participating in summer youth employment programs h) Capital Expenditures i. Presence of capital expenditure in project ii. Total projected capital expenditure iii. Type of capital expenditure iv. Written justification v. Labor reporting Household Assistance (2.1-2.8) a) Number of households served b) Number of people or households receiving eviction prevention services (2.2 & 2.5 only) (Federal guidance may change this requirement in July 2022) c) Number of affordable housing units preserved or developed (2.2 & 2.5 only) (Federal guidance may change this requirement in July 2022) Healthy Childhood Environments (2.11-2.13) a) Number of children served by childcare and early learning (Federal guidance may change this requirement in July 2022) b) Number of families served by home visiting (Federal guidance may change this requirement in July 2022) Education Assistance (2.14, 2.24-2.27) a) National Center for Education Statistics ("NCES") School ID or NCES District ID b) Number of students participating in evidence -based programs (Federal guidance may change this requirement in July 2022) Housing Support (2.15, 2.16, 2.18) a) Number of people or households receiving eviction prevention services (Federal guidance may change this requirement in July 2022) b) Number of affordable housing units preserved or developed (Federal guidance may change this requirement in July 2022) Small Business Economic Assistance (2.29-2.33) a) Number of small businesses served Assistance to Non -Profits (2.34) a) Number of non -profits served Aid to Travel, Tourism, and Hospitality or Other Impacted Industries (2.35-236) a) Sector of employer b) Purpose of funds c) If other than travel, tourism and hospitality (2.36) — description of hardship 8 DocuSign Envelope ID: 8A3C9537-4O71-409C-A244-C3B255252826 V.3 EC 3 — Public Health — Negative Economic Impact: Public Sector Capacity Payroll for Public Health and Safety Employees (EC 3.1) a) Number of government FTEs responding to COVID-19 Rehiring Public Sector Staff (EC 3.2) a) Number of FTEs rehired by governments EC 4 — Premium Pay All Premium Pay Projects a) List of sectors designated as critical by the chief executive of the jurisdiction, if beyond those listed in the final rule b) Numbers of workers served c) Employer sector for all subawards to third -party employers d) Written narrative justification of how premium pay is responsive to essential work during the public health emergency for non-exempt workers or those making over 150 percent of the state/county's average annual wage e) Number of workers to be served with premium pay in K-12 schools EC 5 — Infrastructure Proiects All Infrastructure Projects a) Projected/actual construction start date (month/year) b) Projected/actual initiation of operations date (month/year) c) Location (for broadband, geospatial data of locations to be served) d) Projects over $10 million i. Prevailing wage certification or detailed project employment and local impact report ii. Project labor agreement certification or project workforce continuity plan iii. Prioritization of local hires iv. Community benefit agreement description, if applicable Water and sewer projects (EC 5.1-5.18) a) National Pollutant Discharge Elimination System (NPDES) Permit Number (if applicable; for projects aligned with the Clean Water State Revolving Fund) b) Public Water System (PWS) ID number (if applicable; for projects aligned with the Drinking Water State Revolving Fund) c) Median Household Income of service area d) Lowest Quintile Income of the service area Broadband projects (EC 5.19-5.21) a) Confirm that the project is designed to, upon completion, reliably meet or exceed symmetrical 100 Mbps download and upload speeds. i. If the project is not designed to reliably meet or exceed symmetrical 100 Mbps download and upload speeds, explain why not, and ii. Confirm that the project is designed to, upon completion, meet or exceed 100 Mbps download speed and between at least 20 Mbps and 100 Mbps upload speed, and be scalable to a minimum of 100 Mbps download speed and 100 Mbps upload speed. 9 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 b) Additional programmatic data will be required for broadband projects and will be defined in a subsequent version of the US Treasury Reporting Guidance, including, but not limited to (Federal guidance may change this requirement in July 2022): i. Number of households (broken out by households on Tribal lands and those not on Tribal lands) that have gained increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, with the number of households with access to minimum speed standard of reliable 100 Mbps symmetrical upload and download and number of households with access to minimum speed standard of reliable 100 Mbps download and 20 Mbps upload ii. Number of institutions and businesses (broken out by institutions on Tribal lands and those not on Tribal lands) that have projected increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, in each of the following categories: business, small business, elementary school, secondary school, higher education institution, library, healthcare facility, and public safety organization, with the number of each type of institution with access to the minimum speed standard of reliable 100 Mbps symmetrical upload and download; and number of each type of institution with access to the minimum speed standard of reliable 100 Mbps download and 20 Mbps upload. iii. Narrative identifying speeds/pricing tiers to be offered, including the speed/pricing of its affordability offering, technology to be deployed, miles of fiber, cost per mile, cost per passing, number of households (broken out by households on Tribal lands and those not on Tribal lands) projected to have increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, number of households with access to minimum speed standard of reliable 100 Mbps symmetrical upload and download, number of households with access to minimum speed standard of reliable 100 Mbps download and 20 Mbps upload, and number of institutions and businesses (broken out by institutions on Tribal lands and those not on Tribal lands) projected to have increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, in each of the following categories: business, small business, elementary school, secondary school, higher education institution, library, healthcare facility, and public safety organization. Specify the number of each type of institution with access to the minimum speed standard of reliable 100 Mbps symmetrical upload and download; and the number of each type of institution with access to the minimum speed standard of reliable 100 Mbps download and 20 Mbps upload. All Expenditure Categories a) Program income earned and expended to cover eligible project costs 10 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 8.1.2. A Subrecipient shall report the following data elements to Prime Recipient no later than five days after the end of the month following the month in which the Subaward was made. 8.1.2.1. Subrecipient DUNS Number; 8.1.2.2. Subrecipient DUNS Number if more than one electronic funds transfer (EFT) account; 8.1.2.3. Subrecipient parent's organization DUNS Number; 8.1.2.4. Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 8.1.2.5. Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met; and 8.1.2.6. Subrecipient's Total Compensation of top 5 most highly compensated Executives if the criteria in §4 above met. 8.1.3. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, the following data elements: 8.1.3.1. Subrecipient's DUNS Number as registered in SAM. 8.1.3.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 8.1.3.3. Narrative identifying methodology for serving disadvantaged communities. See the "Project Demographic Distribution" section in the "Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasury.gov. This requirement is applicable to all projects in Expenditure Categories 1 and 2. 8.1.3.4. Narrative identifying funds allocated towards evidenced -based interventions and the evidence base. See the "Use of Evidence" section in the "Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasury.gov. See section 8.1.1 for relevant Expenditure Categories. 8.1.3.5. Narrative describing the structure and objectives of the assistance program and in what manner the aid responds to the public health and negative economic impacts of COVID-19. This requirement is applicable to Expenditure Categories 1 and 2. For aid to travel, tourism, and hospitality or other impacted industries (EC 2.11-2.12), also provide the sector of employer, purpose of funds, and if not travel, tourism and hospitality a description of the pandemic impact on the industry. 8.1.3.6. Narrative identifying the sector served and designated as critical to the health and well-being of residents by the chief executive of the jurisdiction and the number of workers expected to be served. For groups of workers (e.g., an operating unit, a classification of worker, etc.) or, to the extent applicable, individual workers, other than those where the eligible worker 11 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 receiving premium pay is earning (with the premium pay included) below 150 percent of their residing state or county's average annual wage for all occupations, as defined by the Bureau of Labor Statistics Occupational Employement and Wage Statistics, whichever is higher, OR the eligible worker reciving premium pay is not exempt from the Fair Labor Standards Act overtime provisions, include justification of how the premium pay or grant is responsive to workers performing essential work during the public health emergency. This could include a description of the essential workers' duties, health or financial risks faced due to COVID-19 but should not include personally identifiable information. This requirement applies to EC 4.1, and 4.2. 8.1.3.7. For infrastructure projects (EC 5) or capital expenditures in any expenditure category, narrative identifying the projected construction start date (month/year), projected initiation of operations date (month/year), and location (for broadband, geospatial location data). 8.1.3.7.1. For projects over $10 million: 8.1.3.7.1.1. 8.1.3.7.1.2. Certification that all laborers and mechanics employed by Contractors and Subcontractors in the performance of such project are paid wages at rates not less than those prevailing, as determined by the U.S. Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code (commonly known as the "Davis -Bacon Act"), for the corresponding classes of laborers and mechanics employed on projects of a character similar to the Agreement work in the civil subdivision of the State (or the District of Columbia) in which the work is to be performed, or by the appropriate State entity pursuant to a corollary State prevailing -wage -in - construction law (commonly known as "baby Davis -Bacon Acts"). If such certification is not provided, a recipient must provide a project employment and local impact report detailing (1) the number of employees of Contractors and sub- contractors working on the project; (2) the number of employees on the project hired directly and hired through a third party; (3) the wages and benefits of workers on the project by classification; and (4) whether those wages are at rates less than those prevailing. Recipients must maintain sufficient records to substantiate this information upon request. A Subrecipient may provide a certification that a project includes a project labor agreement, meaning a pre -hire collective bargaining agreement consistent with section 8(f) of the National Labor Relations Act (29 U.S.C. 158(f)). If the recipient does not provide such certification, the recipient must provide a project workforce continuity plan, detailing: (1) how the Subrecipient will ensure the project has ready 12 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 8.1.3.7.1.3. 8.1.3.7.1.4. access to a sufficient supply of appropriately skilled and unskilled labor to ensure high -quality construction throughout the life of the project; (2) how the Subrecipient will minimize risks of labor disputes and disruptions that would jeopardize timeliness and cost-effectiveness of the project; and (3) how the Subrecipient will provide a safe and healthy workplace that avoids delays and costs associated with workplace illnesses, injuries, and fatalities; (4) whether workers on the project will receive wages and benefits that will secure an appropriately skilled workforce in the context of the local or regional labor market; and (5) whether the project has completed a project labor agreement. Whether the project prioritizes local hires. Whether the project has a Community Benefit Agreement, with a description of any such agreement. 8.1.4. Subrecipient also agrees to comply with any reporting requirements established by the US Treasury, Governor's Office and Office of the State Controller. The State of Colorado may need additional reporting requirements after this agreement is executed. If there are additional reporting requirements, the State will provide notice of such additional reporting requirements via Appendix 5— SLFRF Reporting Modification Form. 9. PROCUREMENT STANDARDS. 9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and applicable regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, 2 CFR 200.318 through 200.327 thereof. 9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the extent consistent with law, the non -Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all Agreements and purchase orders for work or products under this award. 13 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 9.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political subdivision of the State, its Contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery 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. 10. ACCESS TO RECORDS. 10.1. A Subrecipient shall permit Prime Recipient and its auditors to have access to Subrecipient's records and financial statements as necessary for Recipient to meet the requirements of 2 CFR 200.332 (Requirements for pass -through entities), 2 CFR 200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period of performance), and Subpart F -Audit Requirements of the Uniform Guidance. 11. SINGLE AUDIT REQUIREMENTS. 11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient's fiscal year, the Subrecipient shall procure or arrange for a single or program -specific audit conducted for that year in accordance with the provisions of Subpart F -Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR 200.501. 11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in accordance with 2 CFR 200.507 (Program -specific audits). The Subrecipient may elect to have a program -specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Prime Recipient. A program -specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program - specific audit. 11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR 200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 14 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Subpart F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with 2 CFR 200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Subpart F -Audit Requirements. 12. GRANT PROVISIONS FOR SUBRECIPIENT AGREEMENTS. 12.1. In addition to other provisions required by the Federal Awarding Agency or the Prime Recipient, Grantees that are Subrecipients shall comply with the following provisions. Subrecipients shall include all of the following applicable provisions in all Subcontractors entered into by it pursuant to this Grant. 12.1.1. [Applicable to federally assisted construction Agreements.] Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all Agreements that meet the definition of"federally assisted construction Agreement" in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, Office of Federal Agreement Compliance Programs, Equal Employment Opportunity, Department of Labor. 12.1.2. [Applicable to on -site employees working on government -funded construction, alteration and repair projects.] Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). 12.1.3. Rights to Inventions Made Under a grant or agreement. If the Federal Award meets the definition of "funding agreement" under 37 CFR 401.2 (a) and the Prime Recipient or Subrecipient wishes to enter into an Agreement with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the Prime Recipient or Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Agreements and Cooperative Agreements," and any implementing regulations issued by the Federal Awarding Agency. 15 DocuSign Envelope ID: 8A3C9537-4O71-409C-A244-C3B255252826 V.3 12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Agreements and subgrants of amounts in excess of $150,000 must contain a provision that requires the non - Federal awardees to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Awarding Agency and the Regional Office of the Environmental Protection Agency (EPA). 12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A Agreement award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in SAM, in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 12.1.6. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal Agreement, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. 12.1.7. Never Agreement with the enemy (2 CFR 200.215). Federal awarding agencies and recipients are subject to the regulations implementing "Never Agreement with the enemy" in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered Agreements, grants and cooperative agreements that are expected to exceed $50,000 within the period of performance, are performed outside the United States and its territories, and are in support of a contingency operation in which members of the Armed Forces are actively engaged in hostilities. 12.1.8. Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR 200.216). Grantee is prohibited from obligating or expending loan or grant funds on certain telecommunications and video surveillance services or equipment pursuant to 2 CFR 200.216. 16 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 12.1.9. Title VI of the Civil Rights Act. The Subgrantee, Contractor, Subcontractor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of Treasury's Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this Agreement (or agreement). Title VI also includes protection to persons with "Limited English Proficiency" in any program or activity receiving federal financial assistance, 42 U.S. C. § 2000d et seq., as implemented by the Department of the Treasury's Title VI regulations, 31 CRF Part 22, and herein incorporated by reference and made part of this Agreement or agreement. 13. CERTIFICATIONS. 13.1. Subrecipient Certification. Subrecipient shall sign a "State of Colorado Agreement with Recipient of Federal Recovery Funds" Certification Form in separate Appendix hereto and submit to State Agency with signed grant agreement. 13.2. Unless prohibited by Federal statutes or regulations, Prime Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR 200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR 200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 14. EXEMPTIONS. 14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 14.2. A Grantee with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 15. EVENT OF DEFAULT AND TERMINATION. 15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Grant and the State of Colorado may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 -day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in part as follows: 15.2.1. By the Federal Awarding Agency or Pass -through Entity, if a Non -Federal Entity fails to comply with the terms and conditions of a Federal Award; 17 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 15.2.2. By the Federal awarding agency or Pass -through Entity, to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities; 15.2.3. By the Federal awarding agency or Pass -through Entity with the consent of the Non -Federal Entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; 15.2.4. By the Non -Federal Entity upon sending to the Federal Awarding Agency or Pass -through Entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal Awarding Agency or Pass -through Entity determines in the case of partial termination that the reduced or modified portion of the Federal Award or Subaward will not accomplish the purposes for which the Federal Award was made, the Federal Awarding Agency or Pass -through Entity may terminate the Federal Award in its entirety; or 15.2.5. By the Federal Awarding Agency or Pass -through Entity pursuant to termination provisions included in the Federal Award. [THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 18 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 APPENDIX 3 TO SLFRF EXHIBIT- SUBRECIPIENT CERTIFICATION AGREEMENT AGREEMENT WITH SUBRECIPIENT OF FEDERAL RECOVERY FUNDS Section 602(b) of the Social Security Act (the Act), as added by section 9901 of the American Rescue Plan Act (ARPA), Pub. L. No. 117-2 (March 11, 2021), authorizes the Department of the Treasury (Treasury) to make payments to certain Subrecipients from the Coronavirus State Fiscal Recovery Fund. The State of Colorado has signed and certified a separate agreement with Treasury as a condition of receiving such payments from the Treasury. This agreement is between your organization and the State and your organization is signing and certifying the same terms and conditions included in the State's separate agreement with Treasury. Your organization is referred to as a Subrecipient. As a condition of your organization receiving federal recovery funds from the State, the authorized representative below hereby (i) certifies that your organization will carry out the activities listed in section 602(c) of the Act and (ii) agrees to the terms attached hereto. Your organization also agrees to use the federal recovery funds as specified in bills passed by the General Assembly and signed by the Governor. Under penalty of perjury, the undersigned official certifies that the authorized representative has read and understood the organization's obligations in the Assurances of Compliance and Civil Rights Requirements, that any information submitted in conjunction with this assurances document is accurate and complete, and that the organization is in compliance with the nondiscrimination requirements. Subrecipient Name: Weld County Authorized Representative: Scott K. James Title: Chair, oard of Weld County Commissioners Signature: APR 2 7 2022 19 DocuSign Envelope ID:8A3C9537-4C71-409C-A244-C3B255252826 V.3 AGREEMENT WITH SUBRECIPIENT OF FEDERAL RECOVERY FUNDS TERMS AND CONDITIONS 1. Use of Funds. a. Subrecipient understands and agrees that the funds disbursed under this award may only be used in compliance with section 602(c) of the Social Security Act (the Act) and Treasury's regulations implementing that section and guidance. b. Subrecipient will determine prior to engaging in any project using this assistance that it has the institutional, managerial, and financial capability to ensure proper planning, management, and completion of such project. 2. Period of Performance. The period of performance for this subaward is shown on page one of this Agreement. Subrecipient may use funds to cover eligible costs incurred, as set forth in Treasury's implementing regulations, during this period of performance. 3. Reporting. Subrecipient agrees to comply with any reporting obligations established by Treasury as they relate to this award. Subrecipient also agrees to comply with any reporting requirements established by the Governor's Office and Office of the State Controller. The State will provide notice of such additional reporting requirements via separate Appendix hereto — Reporting Modification Form. 4. Maintenance of and Access to Records a. Subrecipient shall maintain records and financial documents sufficient to evidence compliance with section 602(c), Treasury's regulations implementing that section, and guidance issued by Treasury regarding the foregoing. b. The Treasury Office of Inspector General and the Government Accountability Office, or their authorized representatives, shall have the right of access to records (electronic and otherwise) of Subrecipient in order to conduct audits or other investigations. c. Records shall be maintained by Subrecipient for a period of five (5) years after all funds have been expended or returned to Treasury, whichever is later. 5. Pre -award Costs. Pre -award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding from this award. 6. Administrative Costs. Subrecipient may use funds provided under this award to cover both direct and indirect costs. Subrecipient shall follow guidance on administrative costs issued by the Governor's Office and Office of the State Controller. Cost Sharing. Cost sharing or matching funds are not required to be provided by 20 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 7. Subrecipient. 8. Conflicts of Interest. The State of Colorado understands and agrees it must maintain a conflict of interest policy consistent with 2 C.F.R. § 200.318(c) and that such conflict of interest policy is applicable to each activity funded under this award. Subrecipient and Contractors must disclose in writing to the Office of the State Controller or the pass - through entity, as appropriate, any potential conflict of interest affecting the awarded funds in accordance with 2 C.F.R. § 200.112. The Office of the State Controller shall disclose such conflict to Treasury. 9. Compliance with Applicable Law and Regulations. a. Subrecipient agrees to comply with the requirements of section 602 of the Act, regulations adopted by Treasury pursuant to section 602(f) of the Act, and guidance issued by Treasury regarding the foregoing. Subrecipient also agrees to comply with all other applicable federal statutes, regulations, and executive orders, and Subrecipient shall provide for such compliance by other parties in any agreements it enters into with other parties relating to this award. b. Federal regulations applicable to this award include, without limitation, the following: i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as may be otherwise provided by Treasury. Subpart F — Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply to this award. ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. iii. Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. iv. OMB Guidelines to Agencies on Government wide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (Agreements and Subcontractors described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 18.0 and Treasury's implementing regulation at 31 C.F.R. Part 19. v. Subrecipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. 21 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 vi. Government wide Requirements for Drug -Free Workplace, 31 C.F.R. Part 20. vii. New Restrictions on Lobbying, 31 C.F.R. Part 21. viii. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. ix. Generally applicable federal environmental laws and regulations. c. Statutes and regulations prohibiting discrimination applicable to this award include, without limitation, the following: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury's implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance; ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability; iii. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance; lv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury's implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and v. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. Remedial Actions. In the event of Subrecipient's noncompliance with section 602 of the Act, other applicable laws, Treasury's implementing regulations, guidance, or any reporting or other program requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future award funds, if any, or take other available remedies as set forth in 2 C.F.R. § 200.339. In the case of a violation of section 602(c) of the Act regarding the use of funds, previous payments shall be subject to recoupment as provided in section 602(e) of the Act and any 22 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 10. additional payments may be subject to withholding as provided in sections 602(b)(6)(A)(ii)(III) of the Act, as applicable. 11. Hatch Act. Subrecipient agrees to comply, as applicable, with requirements of the Hatch Act (5 U.S.C.§§ 1501-1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance. 12. False Statements. Subrecipient understands that making false statements or claims in connection with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or Agreements, and/or any other remedy available by law. 13. Publications. Any publications produced with funds from this award must display the following language: "This project [is being] [was] supported, in whole or in part, by federal award number SLFRF0126 awarded to the State of Colorado by the U.S. Department of the Treasury." 14, Debts Owed the Federal Government. a. Any funds paid to the Subrecipient (1) in excess of the amount to which the Subrecipient is finally determined to be authorized to retain under the terms of this award; (2) that are determined by the Treasury Office of Inspector General to have been misused; or (3) that are determined by Treasury to be subject to a repayment obligation pursuant to sections 602(e) and 603(b)(2)(D) of the Act and have not been repaid by the Subrecipient shall constitute a debt to the federal government. b. Any debts determined to be owed to the federal government must be paid promptly by Subrecipient. A debt is delinquent if it has not been paid by the date specified in Treasury's initial written demand for payment, unless other satisfactory arrangements have been made or if the Subrecipient knowingly or improperly retains funds that are a debt as defined in paragraph 14(a). Treasury will take any actions available to it to collect such a debt. 15. Disclaimer. a. The United States expressly disclaims any and all responsibility or liability to Subrecipient or third persons for the actions of Subrecipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this award or any other losses resulting in any way from the performance of this award or any Agreement, or Subcontractor under this award. b. The acceptance of this award by Subrecipient does not in any way establish 23 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 an agency relationship between the United States and Subrecipient. 16. Protections for Whistleblowers. a. In accordance with 41 U.S.C. § 4712, Subrecipient may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal Agreement or grant, a gross waste of federal funds, an abuse of authority relating to a federal Agreement or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal Agreement (including the competition for or negotiation of an Agreement) or grant. b. The list of persons and entities referenced in the paragraph above includes the following: i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General; iii. The Government Accountability Office; iv. A Treasury employee responsible for Agreement or grant oversight or management; v. An authorized official of the Department of Justice or other law enforcement agency; vi. A court or grand jury; or vii. A management official or other employee of Subrecipient, Contractor, or Subcontractor who has the responsibility to investigate, discover, or address misconduct. c. Subrecipient shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce. 17. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Subrecipient should encourage its Contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company -owned, rented or personally owned vehicles. 1. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Subrecipient should encourage its employees, Subrecipients, and Contractors to adopt and enforce policies that ban text messaging while driving, and 24 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 Subrecipient should establish workplace safety policies to decrease accidents caused by distracted drivers. ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIREMENTS ASSURANCES OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 As a condition of receipt of federal financial assistance from the Department of the Treasury, the Subrecipient provides the assurances stated herein. The federal financial assistance may include federal grants, loans and Agreements to provide assistance to the Subrecipient's beneficiaries, the use or rent of Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies, and other arrangements with the intention of providing assistance. Federal financial assistance does not encompass Agreements of guarantee or insurance, regulated programs, licenses, procurement Agreements by the Federal government at market value, or programs that provide direct benefits. The assurances apply to all federal financial assistance from or funds made available through the Department of the Treasury, including any assistance that the Subrecipient may request in the future. The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the operations of the Subrecipient's program(s) and activity(ies), so long as any portion of the Subrecipient's program(s) or activity(ies) is federally assisted in the manner prescribed above. 1. Subrecipient ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal financial assistance, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda, and/or guidance documents. 2. Subrecipient acknowledges that Executive Order 13166, "Improving Access to Services for Persons with Limited English Proficiency," seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP). Subrecipient understands that denying a person access to its programs, services, and activities because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury's implementing regulations. Accordingly, Subrecipient shall 25 DocuSign Envelope ID: 8A3C9537-4C71-409C-5244-C3B255252826 V.3 initiate reasonable steps, or comply with the Department of the Treasury's directives, to ensure that LEP persons have meaningful access to its programs, services, and activities. Subrecipient understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication in the Subrecipient's programs, services, and activities. 3. Subrecipient agrees to consider the need for language services for LEP persons when Subrecipient develops applicable budgets and conducts programs, services, and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on taking reasonable steps to provide meaningful access for LEP persons, please visit http://www.lep.gov. 4. Subrecipient acknowledges and agrees that compliance with the assurances constitutes a condition of continued receipt of federal financial assistance and is binding upon Subrecipient and Subrecipient's successors, transferees, and assignees for the period in which such assistance is provided. 5. Subrecipient acknowledges and agrees that it must require any sub -grantees, contractors, subcontractors, successors, transferees, and assignees to comply with assurances 1-4 above, and agrees to incorporate the following language in every Agreement or agreement subject to Title VI and its regulations between the Subrecipient and the Subrecipient's sub -grantees, Contractors, Subcontractors, successors, transferees, and assignees: The sub -grantee, Contractor, Subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits Subrecipients of federal financial assistance from excluding from a program or activity, denying benefits of or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq), as implemented by the Department of the Treasury's Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this Agreement (or agreement). Title VI also includes protection to persons with "Limited English Proficiency" in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasury's Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this Agreement or agreement. 6. Subrecipient understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Subrecipient, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Subrecipient for the period during which it retains ownership or possession of the property. 7. Subrecipient shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include 26 DocuSign Envelope ID: 8A3C9537-4C71-409C-A244-C3B255252826 V.3 investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. The Subrecipient shall comply with information requests, on -site compliance reviews and reporting requirements. 8. Subrecipient shall maintain a complaint log and inform the Department of the Treasury of any complaints of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Subrecipient also must inform the Department of the Treasury if Subrecipient has received no complaints under Title VI. 9. Subrecipient must provide documentation of an administrative agency's or court's findings of non-compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Subrecipient and the administrative agency that made the finding. If the Subrecipient settles a case or matter alleging such discrimination, the Subrecipient must provide documentation of the settlement. If Subrecipient has not been the subject of any court or administrative agency finding of discrimination, please so state. 10. If the Subrecipient makes sub -awards to other agencies or other entities, the Subrecipient is responsible for ensuring that sub-Subrecipients also comply with Title VI and other applicable authorities covered in this document State agencies that make sub -awards must have in place standard grant assurances and review procedures to demonstrate that that they are effectively monitoring the civil rights compliance of sub- Subrecipients. The United States of America has the right to seek judicial enforcement of the terms of this assurances document and nothing in this document alters or limits the federal enforcement measures that the United States may take in order to address violations of this document or applicable federal law. APPENDIX 4 TO SLFRF EXHIBIT- SLFRF SUBRECIPIENT QUARTERLY REPORT REQUIREMENTS 1. SLFRF SUBRECIPIENT QUARTERLY REPORT WORKBOOK 1.1 The SLFRF Subrecipient Quarterly Report Workbook must be submitted to the State Agency within ten (10) days following each quarter ended September, December, March and June. The SLFRF Subrecipient Quarterly Report Workbook can be found at: https://osc.colorado.gov/american-rescue-plan-act (see SLFRF Grant Agreement Templates Tab). 1.2 The requirements set forth in this Appendix 4 do not apply if the instant Agreement is between two Colorado State Agencies. 27 DocuSign Envelope ID: SA3C9537-4C71-409C-A244-C3B255252826 V.3 APPENDIX 5 TO SLFRF EXHIBIT- SAMPLE SLFRF REPORTING MODIFICATIONS FORM Grantee: Project Title: Project Duration: I To: State Agency: Grant Agreement No: Project No: From: This form serves as notification that there has been a change to the reporting requirements set forth in the original SLFRF Grant Agreement. The following reporting requirements have been (add/ remove additional rows as necessary): By signing this form, the Grantee agrees to and acknowledges the changes to the reporting requirements set forth in the original SLFRF Grant Agreement. All other terms and conditions of the original SLFRF Grant Agreement, with any approved modifications, remain in full force and effect. Grantee shall submit this form to the State Agency within 10 business days of the date sent by that Agency. Grantee Date State Agency Grant Manager Date 28 Contract Form New Contract Request Entity lnfor tlhation Entity Name* Entity ID' COLORADO DEPARTMENT OF HUMAN @00003650 SERVICES Contract Name* Contract ID COLORADO DEPARTMENT OF HUMAN SERVICES COUNTY 5752 BEHAVIORAL HEALTH GRANT AGREEMENT Contract Status CTB REVIEW Contract Lead APEGG [I] New Entity? Parent Contract ID Requires Board Approval YES Contract Lead Email Department Project # apegg@weldgov.corncobbx xlk@weldgov.com Contract Description' A NEW AGREEMENT WITH CDHS TO DEVELOP AND IMPLEMT A HIGH FIDELITY WRAPAROUND TEAM UTILIZING OFFICE OF BEHAVIORAL HEALTH FUNDING. TERM DATES 1 +1/22-1 '30:23. Contract Description 2 PA IS BEING ROUTED THROUGH THE NORMAL PROCESS. ETA TO CTB: 4;21/22. RELATED TO TYLER ID: 2021-3152 (APPROVED GRANT APPLICATION) Contract Type AGREEMENT Amount* 3680,165.00 Renewable* NO Automatic Renewal Department HUMAN SERVICES Department Email CM- HumanServicesc weldgov.co rn rtment Head Email CM-HurnanServices- DeptHeadeldgov.com County Attorney GENERAL COUNTY Al I ORNEY EMAIL County Attorney Email CM - C O U NTYA I I OR N EY.!MIE L D G OV.COM Requested 8OCC Agenda Date* 04/`27/2022 Due Date 04.23/2022 Will a work session with 8OCC be required?* NO Does Contract require Purchasing Dept. to be included? If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head JAMIE ULRICH OH Approved Date 04/19,2022 Final Approval BOCC Approved ROCC Signed Date BOCC Agenda Date 04,127/2022 Originator APEGG Review Date 4 05!01; 2023 Committed Delivery Date Contact Type Finance Approver CHRIS D'OVIDIO Renewal Date Expiration Date* 06'30/2023 Contact Phone 1 Purchasing Approved Date Finance Approved Date 04120,12022 Tyler Ref I - AG 042722 Legal Counsel CAITUN PERRY Contact Phone 2 Legal Counsel Approved Date 04'20%2022 Hello