HomeMy WebLinkAbout20211959.tiffRESOLUTION
RE: APPROVE HEALTH QUALITY IMPROVEMENT (HQI) SERVICES AGREEMENT FOR
DIGITAL DATA REPORTING SERVICES AND AUTHORIZE CHAIR TO SIGN AND
SUBMIT ELECTRONICALLY - COLORADO REGIONAL HEALTH INFORMATION
ORGANIZATION (CORHIO)
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 Health Quality Improvement (HQI)
Services Agreement for Digital Data Reporting Services 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 Public Health and Environment, and the Colorado Regional Health Information
Organization (CORHIO), commencing upon full execution of signatures, with further terms and
conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Weld County, Colorado, that the Health Quality Improvement (HQI) Services Agreement for
Digital Data Reporting Services 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 Public Health
and Environment, and the Colorado Regional Health Information Organization (CORHIO), be,
and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign and submit said agreement electronically.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 14th day of July, A.D., 2021.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: ditifedk) G •�C.L%t4.
Weld County Clerk to the Board
BY:
Deputy Clerk to the Boar
APPROV D AS T
my A orney
Date of signature: 07/20121
•
Steve reno, C air
Lori S
O7/A2121
2021-1959
HL0053
1O-002
emorandum
Steve Moreno, Chair
Board of County Commissioners
TO:
FROM: Mark Lawley, Executive Director
Department of Public Health & Environment
DATE: July 8, 2021
SUBJECT: Colorado Regional Health Information
Organization (CORHIO) eCQM Reporting
Services
For the Board's approval is an HQI Services Agreement between the Colorado Regional Health
Information Organization (CORHIO) and the Board of County Commissioners of Weld County
for the use and benefit of the Weld County Department of Public Health and Environment
(WCDPHE).
As the WCDPHE is a Medicaid participant offering services to Medicaid members, annual
Clinical Quality Measures (eCQMs) tracking services provided to Medicaid members are
selected in coordination with Northeast Health Partners LLC (RAE) as part of the requirements
to remain a Medicaid provider. We are an Alternative Payment Model (APM) participating
provider. Currently, these eCQMs are being reported manually to the Northeast Health Partners
in accordance with Colorado's Health Care Policy and Financing (HCPF), which administers
Colorado's Medicaid Program. This HQI (Health Quality Improvement) Services Agreement
with COHRIO will allow the WCDPHE to be able to report our eCMQ data to COHRIO
electronically and in an automated manner increasing the efficiency, effectiveness, accuracy, and
precision of our data reporting requirements.
Activities will be conducted by current staff; no additional FTE is being requested. The term of
this contract will expire on June 30, 2022, (initial term) and will be renewed for successive one-
year terms unless earlier terminated by either party upon ninety (90) days prior written notice or
as described in this Agreement. The cost for the services described in this agreement are funded
by the HCPF APM eCMQ Initiative. These services as provided to the WCDPHE at no cost.
This contract has been reviewed by the Weld County Attorneys' office and it meets with their
approval.
The Board approved placement of this agreement on the Board's agenda via pass -around dated
June 30, 2021.
I recommend approval of this HQI Services Agreement with CORHIO.
7/1*
2021-1959
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
TITLE: Colorado Regional Health Information Organization (CORHIO) eCQM Reporting Services
DEPARTMENT: PUBLIC HEALTH & ENVIRONMENT
PERSON REQUESTING: Mark Lawley, Executive Director
DATE: June 30, 2021
Brief description of the problem/issue:
For the Board's review and approval is an HQI Services Agreement between the Colorado Regional Health
Information Organization (CORHIO) and the Board of County Commissioners of Weld County for the use and
benefit of the Weld County Department of Public Health and Environment (WCDPHE).
As the WCDPHE is a Medicaid participant offering services to Medicaid members, annual Clinical Quality
Measures (eCQMs} tracking services provided to Medicaid members are selected in coordination with
Northeast Health Partners LLC (RAE) as part of the requirements to remain a Medicaid provider. We are an
Alternative Payment Model (APM) participating provider. Currently, these eCQMs are being reported manually
to the Northeast Health Partners in accordance with Colorado's Health Care Policy and Financing (HCPF),
which administers Colorado's Medicaid Program. This HQI (Health Quality Improvement) Services Agreement
with COHRIO will allow the WCDPHE to be able to report our eCMQ data to COHRIO electronically and in an
automated manner increasing the efficiency, effectiveness, accuracy, and precision ,f our data reporting
requirements.
Activities will be conducted by current staff; no additional FTE is being requested. The term of this contract will
expire on June 30, 2022, (initial term) and will be renewed for successive one-year terms unless earlier
terminated by either party upon ninety (90) days prior written notice or as described in this Agreement. Me
cost for the services described in this agreement are funded by the HCPF APM eCNIQ Initiative. These
services as provided to the WCDPHE at no cost.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
Approving this Agreement will allow WCDPHE to pursue this quality improvement project to reduce the burden
on staff for mandatory reporting of eCQMs, which are current being reported manually. Staff will be able to
report electronically in an automated manner ensuring a higher level of accuracy and precision in that data
being reported, and it will provide a more effective and efficient process fir staff to perform the required
reporting.
Declining this contract will result in the less of the opportunity to improve our eCQM reporting process at no
cost to the WCDPHE.
Recommendation: I recommend approval of this HQI Services Agreement with CORHIO.
Approve
Recommendation
Perry L. Buck
Mike Freeman
Scott K James, Pro -Tern
Steve Moreno, Chair
Lori Saine
Schedule
Work Session Other/Comments:
AZIZIWITMSICACT
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RHIOTh
COLORADO REGIONAL HEALTH
INFORMATION fRGANIZATWWN
HQI SERVICES AGREEMENT
This Services Agreement ("Agreement") entered into by and between the Colorado Regional Healt'-i Information
Organization, a Colorado nonprofit corporation with its address at 4500 Cherry Creek Drive South, Suite 820, Denver, CO
80246 ("CORHIO"), and Weld County Board of County Commissioners, on behalf of the Weld County Department
of Public Health & Environment with its address at 1555 North 17th Avenue, Greeley, CO 80631 ("Client") is effective as
of the date of execution by both parties (the "Effective Date").
A. CORHIO is a regional health information organization that provides a health information exchange serving the State
of Colorado (the "HIE") and related consulting services in health information and technology areas.
B. Client is a healthcare provider and wishes to retain CORHIO to perform certain services, and CORHIO desires to
provide such services pursuant to the terms and conditions set forth herein.
In consideration of the mutual promises below and the exchange of information pursuant to this Agreement, the parties agree
as follows:
1. DEFINITIONS. When used in this Agreement,
the following terms shall have the respective meanings set
forth below:
1.1 "Change Statement" means a document that
describes a change to the Services, deemed
necessary or desirable by the parties pursuant to
Section 4 ("Changes") of this Agreement,
including additional or modified work necessary
to meet the requirements of such change and
any additional Fees.
1.2 "Confidential Information" means all of the
following other than Protected Health
Information: best practices and other guidance
documents, training materials, checklists, know-
how, specifications, books, business methods,
techniques, concepts, systems, procedures,
inventions, manuals, bulletins, customer lists,
sales and marketing programs, business and
operational plans, price lists, fee and cost data,
sales aids and all other data and information,
whether or not reduced to a tangible form,
relating to the business, technology, operations,
finances, customers, Clients, or users of either
party (the "Disclosing Party") which may be
divulged to or obtained by the other party (the
"Receiving Party") in the course of this
Agreement.
1.3 "CORHIO Materials" means pre-existing
proprietary methodologies, tools, models,
software, procedures, documentation, know-
how, or processes owned by CORHIO.
1.4 "CORHIO Intellectual Property" means the
1
CORHIO materials and any works, inventions,
ideas, products, data, reports, or other materials
resulting from or related to the performance of
the Services, and all works derived therefrom,
including without limitation all intellectual
property rights, including copyrights,
trademarks, service marks, and trade secrets in
and to the foregoing. CORHIO Intellectual
Property does not include any Protected Health
Information, as provided to CORHIO by
Client, or created or maintained by CORIIIO
on behalf of Client, or proprietary data of Client
existing prior to the date of this Agreement
1.5 "Dispute" means any controversy, dispute, or
disagreement arising out of or relating to this
Agreement.
1.6 "Fees" means the fees due under this
Agreement, as set forth in the SOW(s).
1.7 "HIE" means the health information exchange
provided by CORHIO in the State of Colorado.
1.8 "HIPAA" means the Health Insurance
Portability and Accountabiliy Act of 1996,
Public Law No. 104-191, and the regulations
promulgated thereunder.
1.9 "HITECH Act" means the Health
Information Technology for Economic and
Clinical Health Act, Public Law No. 111-005,
and the regulations promulgated thereunder.
1.10 "Laws" means all federal, state, and local
applicable laws, statutes, ordinances, regulations,
rules, codes, treaties, directives, standards, or
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other legal requirements.
1.11 "Protected Health Information" or "PHI"
shall have the same meaning as the term
"protected health information" in 45 CFR
Section 160.103, as applied to the information
created, received, transmitted, or maintained by
CORHIO, or any third -party vendor(s) or
subcontractors of CORHIO, on behalf of
Client.
1.12 "Services" means the services provided by
CORHIO to Client, pursuant to this
Agreement, as set forth in Exhibit A and any
other Statements of Work.
1.13 "Statement(s) of Work" or "SOW(s)" means
one or more addendums to this Agreement,
mutually agreed upon between the parties, in
writing, that describes any additional services to
be provided by CORHIO to Client, pursuant to
Section 3 ("Services") of this Agreement,
including any additional applicable fees.
2. COMPLIANCE WITH LAWS. This Agreement and
the rights and obligations of the parties hereunder are
made subject to, and each party will at all times comply
with, all applicable Laws, including, but not limited to,
applicable Laws regarding the confidentiality, privacy,
security, or other access, use, or disclosure of PHI.
3. SERVICES. CORHIO shall provide Services in
accordance with this Agreement, as defined in Exhibit A,
and any additional Statements of Work as may be mutually
agreed to, in writing, from time to time during the term of
this Agreement, which shall be attached hereto and
incorporated by reference. Each SOW shall set forth a
detailed scope of work to be performed, including any
milestones and delivery dates, obligations and
responsibilities of each party in respect of performance of
the Services, the nature and content of any reports or
other deliverables, and such other terms and conditions
upon which the parties mutually agree. In the event of a
conflict between this Agreement and an SOW, the
provisions of the SOW shall control.
4. CHANGES. CORHIO and Client reasonably
anticipate that changes to the Services, including additional
work, may be deemed necessary or desirable by the parties.
Any such change(s) shall be effective only upon a written,
dated Change Statement executed by both parties and
attached to this Agreement. The written Change
Statement shall set forth in detail: (a) the change(s)
requested, including all modifications of the duties of the
parties; (b) the reason for the change(s); (c) any additional
applicable fees; and (d) an analysis of the impact of the
change on the results of the Services and time for
completion of the Services, including the impact on all
applicable milestones and delivery dates.
5. CLIENT RESPONSIBILITIES.
5.1 Preparation for Services. Prior to the
commencement of rendition of Services under this
Agreement, CORHIO may notify Client of (a) information
required by CORHIO; (b) Client personnel whose
presence or assistance may be required by CORHIO; and
(c) any other facility or resource required by CORHIO. At
any time during the term of this Agreement, CORHIO
may notify Client of additional or different information,
personnel, or other facilities or resources required by
CORHIO. Client shall promptly provide CORHIO with
such information, personnel, and other facilities or
resources. In addition to other remedies available,
CORHIO shall have the right to postpone or suspend
rendering the Services until Client has satisfied all of the
CORHIO requirements. Client shall promptly inform
CORHIO of any change in information previously
requested by, or provided to, CORHIO by Client,
including information requested under this Section 5.1, or
of any change in circumstances that might change or affect
the rendition of Services by CORHIO. Additional Client
responsibilities will be set forth in writing in an SOW.
5.2 Content; Accuracy of Information. Client
shall be responsible for the content, accuracy, and
completeness of information provided by Client to
CORHIO and for any impact or effect on the Services
performed hereunder or any additional time or expense
required for CORHIO to render the Services caused by
the content, inaccuracy, or incompleteness of the
information provided by Client to CORHIO. Client shall
also be responsible for any impact or effect on the Services
or the time or expense required to render the Services
caused by any additional requirement, conditions, or
restrictions made by Client regarding the Services.
5.3 Required Consents. Client agrees to obtain
from its vendors any consents relating to any applicable
third -party software or hardware and associated or other
facilities and services that are necessary to allow CORHIO
to access, review, and make full use thereof for purposes
of performing the Services hereunder. Client shall bear the
costs, if any, of obtaining all such consents.
5.4 Personnel; Equipment; Facilities; Access;
and Cooperation. At all times, Client shall remain
responsible for supervising its employees and maintaining
its equipment and facilities to enable CORHIO to perform
the Services. Client shall provide CORHIO with safe
access to Client's premises as needed to perform the
Services. Client shall ensure, as applicable, that its
personnel and contractors cooperate with CORHIO and
comply with all requests reasonably made by CORHIO.
5.5 Medical, Professional, and Technical
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Services. Client will remain solely responsible for any
medical, professional, and technical services provided by
Client. Except due to the negligence of CORHIO,
CORHIO will have no responsibility or liability, and Client
will not have any claim or cause of action against
CORHIO resulting from or relating to any medical
treatment, care, or other services rendered or withheld by
Client based on any element of, or as a result of, the
Services.
6. FEES AND PAYMENT; TAXES. In consideration
of the Services performed under this Agreement, Client
agrees to pay CORHIO the Fees due under this
Agreement, including travel time, as set forth in Exhibit A
and any SOWs or Change Statements, as agreed upon by
the parties, pursuant to t zis Agreement. Client will pay
CORHIO all Fees when due. All Fees will be paid in U.S.
dollars and are non-refundable once paid, except as
otherwise provided in this Agreement. All payments are
due within thirty (30) days after the invoice date. If Client
fails to pay any amounts due within thirty (30) days after
the invoice date, any amounts not paid will bear interest
from the original due date until paid at the greater of 1.5%
per month or the highest rate allowed by applicable law,
together with collection costs, including attorneys' fees,
incurred in enforcing this Agreement. All Fees are
exclusive of any taxes, and Client (unless recognized by the
applicable taxing authority as exempt from tax) agrees to
pay any taxes, whether federal, state, or local, that may be
imposed upon or with respect to the Services or otherwise
as a result of this Agreement, exclusive of taxes on
CORHIO's net income.
GA Expenses. PC reasonable, mutually agreed
upon out-of-pocket expenses incurred by CORHIO
including expenses for meals, lodging, and travel arising
from the performance of Services under this Agreement
shall be paid by Client in accordance with Client's travel
reimbursement policy. CORHIO shall maintain
appropriate documentation regarding such expenses,
subject to review or audit by Client, upon Client's
reasonable request.
7. OWNERSHIP. Client acknowledges that in
delivering the Services, C0RHIO may utilize CORHIO
Materials. Client further ac rnowledges that CORHIO may
modify or improve the CORHIO Materials during the
course of providing the Services. Client agrees that all
such modifications or improvements shall be included
within the meaning of "CORHIO Materials," unless
otherwise specifica y agreed by the Parties, in writing. If
any CORHIO Materials are furnished in conjunction with
delivering the Services, CORHIO will so notify Client, and
CORIIIO wiI- be conclusively deemed to have (at no
additional cost) granted to Client a perpetual, worldwide,
irrevocable, royalty -free, non-exclusive license to use,
reproduce, and prepare derivative works of the CORHIO
Materials for Client's own use, provided Client does not
distribute the CORHIO Materials without written
agreement by CORHIO.
Except as expressly agreed in a SOW or as otherwise
agreed in writing, as between Client and CORHIO,
CORHIO shall retain exclusive ownership of all CORHIO
Intellectual Property. Except as otherwise set forth in tail
Section 7, Client shall have no ownership or proprietary
right in the CORHIO Intellectual Property and shall not
use the CORHIO Intellectual Property for any purpose
not approved in writing by CORHIO. By this Agreement,
Client transfers, conveys, and assigns any rights it might
have in the CORHIO Intellectual Property to CORHIO
and agrees to execute all other documents that may be
necessary to effectuate, memorialize, or record the
transfer, conveyance, assignment, and CORHIO's
owners -nip of the CORHIO Intellectual Property.
8. DISPUTE RESOLUTION. Any Dispute will be
settled according to the procedure set forth in this Section
8. Upon notice of a Dispute from either party, each party
will appoint a senior manager who will meet together for
the purpose of resolving the Dispute. If the Dispute
continues unresolved after ten (10) business days, then
upon the written request of either party, each of the parties
will appoint a designated senior business executive who
will meet together within ten (10) business days for the
purpose of resolving the Dispute. During the thirty (30)
day period following such initial meeting (or such other
period as the parties may agree upon, in writing), the
designated executives will meet as often as the parties
reasonably deem necessary to negotiate in good faith in an
effort to resolve the Dispute without the necessity of any
formal proceeding. Notwithstanding any other provision
of this Agreement, if a Dispute is not resolved by the
parties within ninety (90) days after the issuance of written
notice under this provision, either party may take any
available action in law or in equity. Nothing in this
provision will prevent a party from seeking a restraining
order, injunction, or other equitable relief before
commencing or during the foregoing informal dispute
resolution processes. Each party will bear its own costs
and expenses, and an equal share of the administrative
fees, of the dispute resolution.
9. Protected Health Information; Business
Associate Agreement. CORHIO and Client will each
protect PHI, in compliance with HIPAA, the HITVCII
Act, and the regulations promulgated thereunder, and will
each comply with the terms of the Business Associate
Agreement entered into by Client and CORHIO, attached
as Exhibit B and hereby incorporated into this Agreement
by the parties.
10. CONFIDENTIALITY AND NON -DISCLOSURE.
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10.1 Protection of Confidential Information. The
Receiving Party will not use any Confidential Information
for any purpose not expressly permitted by this
Agreement, and will disclose the Confidential Information
only to the employees or contractors of the Receiving
Party who have a need to know such Confidential
Information for purposes of providing or receiving, as
applicable, the Services under this Agreement and who are
under a duty of confidentiality no less restrictive than the
Receiving Party's duty hereunder. The Receiving Party will
protect all Confidential Information from unauthorized
use, access, or disclosure in the same manner as the
Receiving Party protects its own confidential or
proprietary information of a similar nature but with no less
than reasonable care.
10.2 Exceptions. The Receiving Party's obligations
with respect to any Confidential Information will terminate
if proven by the Receiving Party (who will bear the burden
of proof) that such information: (1) was heady lawfully
known to the Receiving Party at the time of disclosure by
the Disclosing Party; (2) is disclosed to the Receiving Party
by a third party who had the right to make such disclosure
without any confidentihity restrictions; or (3) is, or
through no fault of the Receiving Party has become,
generally known to the public. In addition, the Receiving
Party will be allowed to disclose Confidential Information
to the extent that such disclosure is: (a) approved in
advance in writing by the Disclosing Party; (b) necessary
for the Receiving Party to enforce its rights under this
Agreement in connection with a legal proceeding; or (c)
required by Law or by the order of a court or similar
judicial or administrative body, provided in each case that
the Receiving Party notifies the Disclosing Party, unless
prohibited by Law, in advance of such required disclosure
promptly, in writing, and cooperates with the Disclosing
Party, at the Disclosing Party's reasonable request and
expense, in any lawful action to contest or limit the scope
of such required disclosure.
10.3 Return of Confidential Information. The
Receiving Party will return to the Disclosing Party or
reasonably destroy 1 Confidential Information of the
Disclosing Party in the Receiving Party's possession or
control promptly upon the request of the Disclosing Party
or at the expiration or termination of this Agreement or
when no longer needed in connection with its
performance under this Agreement, whichever comes first.
At the Disclosing Party's request, the Receiving Party will
certify in writing signed by an officer of the Receiving
Party that it has fully complied with the foregoing
obligations.
11. TERM AND TERMINATION.
11.1 Term. This Agreement will commence on the
Effective Date. Unless earlier terminated as set forth
below, this Agreement will continue for an initial term of
two (2) years commencing on the Effective Date and will
renew thereafter for successive one (1) year additional
terms each unless either party gives notice to the other of
its intention not to renew this Agreement at least thirty
(30) days prior to the expiration of the then current term.
Each SOW shall commence as set forth therein, and sha
terminate upon completion of the Services set forth in
such SOW, unless earlier terminated pursuant to this
Section 11.
11.2 Termination by Notice. Either party may
terminate this Agreement for any reason by providing the
other party thirty (30) days prior written notice. Client
shall be responsible for payment of any Fees incurred up
to and including the date of termination.
11.3 Termination for Default. By giving written
notice, either party, as applicable, may terminate this
Agreement upon the occurrence of one or more of the
following events: (a) any material representation by either
party is discovered to be materil y misleading or
inaccurate, or either party fails to perform any material
obligation, term, or condition contained herein; (b) the
other party fails to comply with the confidentiality
provisions pursuant to Section 10 ("Confidentiality and
Non -Disclosure") of this Agreement; (c) the Business
Associate Agreement, pursuant to Section 9 ("Protected
Health Information; Business Associate Agreement") of
this Agreement is terminated; (d) the other party attempts
to assign, terminate, or cancel this Agreement contrary to
the terms herein; (e) Client fails to make payment as
provided herein; (f) Client fails to obtain any required
consents as set forth in Section 5.3 ("Required Consents");
or (g) the other party ceases to do business as an ongoing
concern, makes an assignment for the benefit of creditors,
admits in writing its inability to pay debts as they become
due, files a petition in bankruptcy (except in connection
with a reorganization under which the business of such
party is continued and performance of all its obligations
under this Agreement shall continue) or appoints a
receiver, or acquiesces in the appointment of a receiver,
trustee, or liquidator for it or any substantial part of its
assets or properties.
11.4 Cure. Events of default, as set forth in Section
11.3 ("Termination for Default"), by either party sha'- not
be cause for termination if the defaulting party cures such
default (if the default is susceptible to cure) within thirty
(30) days of receipt of written notice from the other party.
11.5 Rights upon Termination. Upon an uncured
event of default, as set forth in Section 11.3 ("Termination
for Default"), the non -breaching party may, except as
limited by this Agreement, seek all legal and equitable
remedies to which it is entitled, including without
limitation injunctive relief. The remedies set forth herein
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shall be deemed cumulative and not exclusive and may be
exercised by the non -breaching party, successively or
concurrently, in addition to any other remedies available to
it. Upon termination by CORHIO for Client's default, all
amounts under this Agreement shall become immediately
due and payable.
11.6 Effect of Termination. Termination or
expiration of this Agreement will not relieve either party of
any tights or obligations accruing prior to such termination
under this Agreement. This Section 11.6 and Sections 7
("Ownership"), 9 ("Protected Health Information;
Business Associate Agreement"), 10 ("Confidentiality and
Non -Disclosure"), 13 ("Warranty; Limitation of Liability"),
14 ("Non -Solicitation"), 15 ("Indemnification"), 17
("Qualified Immunities (If Applicable)"), and 18
("Additional and Miscellaneous Provisions") shall survive
termination or expiration of this Agreement for any
reason.
12. REPRESENTATIONS AND WARRANTIES. Each
party represents and warrants that: (1) it has all the
requisite power and authority to execute, deliver, and
perform its obligations under this Agreement; (2) in the
case of Client, the execution, delivery, and performance of
this Agreement have been duly authorized; (3) no
approval, authorization, or consent of any governmental or
regulatory authority is required to be obtained or made by
it in order for it to enter into and perform its obligations
under this Agreement, except where such approval,
authorization, or consent has been obtained prior to
execution of this Agreement; (4) in connection with its
obligations under this Agreement, it shall comply with all
applicable federal, state, and local laws and regulations and
shall obtain all applicable permits and licenses and (5) it
has not disclosed as of the Effective Date any Confidential
Information relating to the other party.
13. WARRANTY; LIMITATION OF LIABILITY.
13.1 Limited Warranty. CORHIO warrants and
represents that the Services performed hereunder shall be
performed in a professional manner and by qualified staff.
CORHIO is not in the business of practicing law. In no
event shall any best practices, guidance, or other materials
provided or activities associated with providing the
Services constitute legal advice. CORHIO encourages
Client to seek appropriate legal counsel, according to its
own needs and determination. THIS LIMITED
EXPRESS WARRANTY SPECIFIED ABOVE IS THE
ONLY WARRANTY MADE BY CORHIO AND
THERE ARE NO OTHER WARRANTIES, EXPRESS
OR IMPLIED, BY OPERATION OF LAW OR
OTHERWISE, INCLUDING WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.
13.2 Remedy for Breach of Warranty. Client's sole
and exclusive remedy for the breach of the warranty set
forth in Section 13.1 ("Limited Warranty') shall be, at
CORHIO's option, either (i) re -performance of the
Services; or (ii) a refund of amounts paid by Client for
those portions of the Services attributable to the breach of
the warranty.
13.3 Limitation of Liability. Each party's aggregate
liability to the other on any claims of damages arising out
of this Agreement shall be limited to direct damages and
shall not exceed the amounts actually paid by Client to
CORHIO under this Agreement or the applicable SOW or
Change Statement for the relevant Services. The parties
agree that any claims under this Agreement must be
brought within one (1) year of the completion of Services
hereunder. IN NO EVENT SHALL EITHER PARTY
BE LIABLE FOR INDIRECT, EXEMPLARY,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES ARISING FROM THIS AGREEMENT
EVEN IF ADVISED OF THE POSSIBILITY OR
LIKELIHOOD OF SUCH DAMAGES.
14. NON -SOLICITATION. The parties acknowledge
that each makes a substantial investment in the training
and development of its employees with whom the other
party may come in contact during the course of this
Agreement. Each party agrees not to induce or attempt to
induce directly or indirectly any employee, agent, or
subcontractor of the other party to terminate his or her
employment during the term of this Agreement and for
one year after termination of this Agreement without the
prior express written consent of the other party.
15. INDEMNIFICATION.
15.1 Indemnity by CORHIO. CORHIO shall
defend, indemnify, and hold harmless Client against any
loss, liability, damage, or expense incurred by Client as a
result of claims, actions, or proceedings brought by any
third party arising from or related to personal injury or
property damage occurring upon Client's premises and
caused by CORHIO, except for personal injury or
property damage attributable in part to a negligent,
reckless, or willful act or omission of Client. Client shall
promptly notify CORHIO if any such claim is brought.
CORHIO shall indemnify Client against its reasonable
attorneys' fees and any money damages or costs awarded
in respect of any such claim(s) and any suit raising any
such claim(s). Client agrees to cooperate with said defense
by complying with CORHIO's reasonable instructions and
requests to Client in connection with said defense.
15.2 Indemnity by Client. If permitted and
allowable by applicable state law, Client shall defend,
indemnify and hold harmless CORHIO against any loss,
liability, damage, or expense incurred by CORHIO as a
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result of claims, actions or proceedings brought by any
third party arising from (a) Client's failure to perform its
obligations under this Agreement, including any failure to
obtain required consents, pursuant to Section 5.3
("Required Consents"); (b) a claim for personal injury,
damage, or other liability to any agent or employee of
CORIIIO occurring on Client's premises, except for
personal injury or property damage attributable in part to a
negligent, reckless, or willful act or omission of CORHIO;
or (c) the content of any material delivered by Client to
CORHIO pursuant to this Agreement or the applicable
SOW or Change Statement, including without limitation
any claim for libel, slander, copyright infringement, or
other intellectual property right infringement. CORHIO
shall promptly notify Client if any such claim is brought.
Client shall indemnify CORHIO against its reasonable
attorneys' fees and any money damages or costs awarded
in respect of any such claim(s) and any suit raising any
such claim(s). CORHIO agrees to cooperate with said
defense by complying with Client's reasonable instructions
and requests to CORHIO in connection with said defense.
16. SUBCONTRACTING. CORHIO may subcontract
all or a portion of the Services to a subcontractor.
However, CORHIO sha" remain responsible for
performance of the Services under this Agreement.
17. QUALIFIED IMMUNITIES (IF APPLICABLE)
This Section 17 is applicable only to Clients that are public sector
entities, as described herein. Notwithstanding any other
provision of this Agreement, the liability, if any, of Client
for damages, losses, or costs arising out of or related to
acts performed by Client pursuant to this Agreement, will
be governed by the provisions of the Colorado
Governmental Immunity Act and the Federal Tort Claims
Act, 28 U.S.C. 2671 et seq., as applicable, as now or
hereafter amended, and no provision of this Agreement
will be deemed a waiver, express or implied, of any of the
immunities, rights, benefits, or protections of any
applicable provisions of the Colorado Governmental
Immunity Act or the Federal Tort Claims Act, as it
pertains to certain public sector Clients.
18. ADDITIONAL AND MISCELLANEOUS
PROVISIONS.
18.1 Assignment. hither party may assign its rights
or delegate its duties hereunder without the consent of the
other party, provided that the assignee or transferee
assumes all obligations of such party under this
Agreement. Any assignment or delegation in violation of
this Agreement wi- be null and void.
18.2 Choice of Law and Venue. This Agreement
will be governed by the Laws of the State of Colorado
without regard to the conflicts of law principles thereof.
Hach party agrees that it will only bring any action or
proceeding arising from or relating to this Agreement in a
federal court in the District of Colorado or in state court in
Denver, Colorado, and each party irrevocably submits to
the personal jurisdiction and venue of any such court in
any such action or proceeding brought in such courts by
the other party.
18.3 Counterparts. Th is Agreement may be
executed in counterparts, all of which together shall
constitute one agreement.
18.4 Force Majeure. Neither party will be liable to
the other party or otherwise under this Agreement for
delays or failures in performance under this Agreement
(other than failures to pay any Fees when due) that are due
in any way to any failure by any third party (other than a
subcontractor of CORHIO), or by the other party to
perform its obligations under this Agreement in a timely
manner or to comply with the terms of this Agreement, or
to causes beyond the party's reasonable control, including,
without limitation, labor disputes, acts of God, shortages,
telecommunications failures or errors, actions or inactions
of suppliers or service providers, fire, earthquake, flood, or
other similar events.
I8.5 Independent Contractors. The relationship
between CORHIO and Client is that of independent
contractors. This Agreement will not create any agency,
joint venture, or partnership relationship between the
parties. CORIIIO may provide the Services through its
own employees or through independent contractors, as
determined solely by CORHIO in its reasonable
discretion.
18.6 Injunctive Relief. Each party acknowledges
that any breach of the promises or agreements contained
in this Agreement may result in irreparable and continuing
damage to the other party for which there may be no
adequate remedy at law, and the other party may seek
injunctive relief as well as such other and further equitable
relief as may be appropriate.
18/ Notices. Any and a ' notices required or
permitted under this Agreement must be in writing and
sent by United States mail, electronic mai- with written
acknowledgement of receipt, overnight delivery service, or
facsimile transmission to the addresses for each party
provided below or such different addresses as a party may
later designate in writing.
18.8 Severability. If any provision of this
Agreement will prove to be invalid, void, or illegal, such
provision will in no way affect, impair, or invalidate any
other provision of this Agreement, and such other
provisions will remain in full force and effect.
18.9 Use of Name. F,xcept as specificay permitted
in this Agreement or as required by applicable Law,
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CORHIO will not use the names or trademarks of Client
in any advertising, publicity, endorsement, or promotion
without the prior written consent of Client, except for
purposes of community planning, provider engagement,
advisory committee activities, or grant preparation or
submission.
18.10 Waiver. No waiver by either party of any
breach of this Agreement will be a waiver of any preceding
or succeeding breach. No waiver by either party of any
right under this Agreement will be construed as a waiver of
any other right.
By signatures of their duly authorized representatives, the parties hereby agree to be bound by the terms of this
Agreement.
Client
Name:
CORHIO
Weld County Departmem of Public
I
Iealth & H,nvironment
Colorado
Regional
Health
Information
Organization
DocuSigned by:
by:
By:
(--DocuSigned
---
r
PCOtita
By:
Sft-\At k0frU&1
Print
Name:
eeCia lin302F74:
Morgan
E._.
Honea
37E1BA14334D24D3..,
Print Name:
Steve Moreno
Title: Chair,
Weld
County
Board
of County Commissioners
Title: Chief
Fi.xecutive Officer
Date: 7/14/2021
Date: 6/30/2021
Primary
1555
Greeley,
North
orth
CO
17th
Avenue
80631
4500
Cherry Creek
Denver, CO 80246
South
Drive, Suite 820
Address:
Primary
Contact:
(name
title)
&
Tanya
Geiser,
Finance
Director
Primary
Title:
Contact:
Outreach
Melina
Manager
Reyther
Phone:
970-400-2122
Phone:
720-285-3228
Email:
Email: mreyther@corhio.org
TGH,ISF,R@CO.WKLD.CO.US
F;I:
84-6000813
7 Consulting Services Agreement Version 2.2020
DocuSign Envelope ID: 279022B9-A8DE-4E0A-86BF-68E0AF36016B
EXHIBIT A
STATEMENT OF WORD ("SOW")
This Statement of Work ("SOW") is a binding contract between the parties and is hereby made a part of, and
incorporated by reference into, the HQI Services Agreement ("Agreement") by and between CORHIO and
the entity listed below ("Client") and subject to all the terms and conditions contained therein. The SOW is
effective upon execution by both parties ("SOW Fffective Date"). It will supersede and control over any
contradictory terms set forth in the Agreement with respect to the services set forth herein and will be
deemed to have augmented and modified the rights and obligations of the parties under the Agreement to the
extent necessary to give each provision of this SOW full force and effect. Following this SOW, a" references
to the term "Agreement" in the Agreement will include the terms and conditions of the Agreement and this
SOW, for the term of this SOW, as herein defined.
Party:
CORHIO
CLIENT
Name:
Colorado
Organization
Regional
Health Information
Weld
County
Department of
Public
Health
&
Fi;nvironment
Primary
Address:
1555
Greeley,
L l orth
CO
17th
Avenue
80631
4500 Cherry
Denver,
Creek
CO 80246-1518
South
Drive, Suite 820
Primary
Contact:
Name:
Tide:
Phone:
Fax:
970-304-6412
Tanya
Finance
970-400-2122
Geiser
Director
I` I
ame: Melina Reyther
Tide:
Phone:
Email:
Outreach
720-285-3228
mreyther@corhio.org
Manager
Email:
TGHISER@CO.W_ELD.CO.US
In consideration of the foregoing, the parties agree as follows:
1a Definitions. The capitalized terms used in this SOW will have the definitions provided in this SOW
or, if not provided in this SOW, in the Agreement. The capitalized terms not defined in this SOW or the
Agreement will have their plain English meaning as commonly interpreted in the United States.
2. Compliance with Laws and Policies. This SOW and the rights and obligations of the parties
hereunder are made subject to, and each party wil at all times comply with, all applicable Laws and Policies.
3e Services. Subject to tie terms of the Agreement, CORHIO and its subcontractors wi
commercia -y reasonable efforts to provide the following services:
Table A: Summary of Services
use
Service
Requested
Description
APM eCQM
Reporting
Services
Pursuant to CORHIO's contract with the Colorado Department of I _ Iealth Care Policy
and Financing (HCP11, CORHIO is offering an electronic solution for submitting
Alternative Payment Model (APM) participating providers' electronic Clinical Quality
Measures (eCQMs) to a state designated repository on a quarterly basis. As part of the
eCQM reporting services, CORHIO will only submit data that has been validated by
Participant. Unless otherwise stated herein, this SOW only covers reporting services to
the state of Colorado.
Table B: Requirements
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Service
Requested
Description
Establish Project
Parameters and
Secure Outbound
Data Feed
Measure
Validation
• CORHIO and Client wi" identify project leads within their organizations to assist
CORHIO on all reporting efforts.
• CORHIO and Client will meet to discuss reporting expectations, data quality,
reporting method (manual or via CORHIO's eCQM solution) and timelines.
® CORHIO wil ensure that Client has a secure outbound continuity of care document
(CCD) delivery connection or other structured data type / manual delivery
mechanism.
® If required, CORHIO wiimplement CCD delivery or a secure outbound data feed
for patient information from Client's system.
• CORHIO will meet with Client to determine APM measures and to validate selected
measures data.
• CORHIO will periodically meet with Client to review and validate measures,
including by working with Client to run comparison eCQMs and / or registry reports
out of Client's electronic health record to be used alongside eCQMs calculated using
the CORHIO service.
• Client agrees to meet regularly with CORHIO as needed to establish data feeds and
perform data validation.
Reporting to
Designated
Recipient
® Once validated and approved by Client, CORHIO will submit eCQMs to state
designated locations on a quarterly basis or on a frequency determined by HCPF.
• CORHIO will work with Client to support all project timelines and milestone dates
throughout program duration.
4. Client Obligations. Client hereby acknowledges and agrees that in order for CORHIO to provide
the Services described herein, Client must do the following:
4.1. OID Requirements. (For electronic reporters only) As a condition of participation in the
I _ II _ E or receipt of the Services described in this SOW, CORHIO requires every participant that sends
data to the H_,F, to obtain and register an OID (a globally unique ISO identifier) via I IL7.org so that
CORHIO may accurately identify and route data to organizations. As soon as possible following
execution of this Agreement and before CORHIO implementation can commence, Client shall provide
CORHIO with its unique HL7 registered OID.
4.2. Affiliated Facilities. Client is responsible to provide a list of all Facilities that will be
included in eCQM Services provided hereunder.
4.3. Provider and Facility Lists. Client is responsible to send CORHIO updated provider lists
with faciity attribution on a quarterly basis at least 21 days prior to the close of a quarterly reporting
period.
4.4. Client is responsible to make personnel available and to timely cooperate in all data
validation efforts.
5. Disclaimer. CORHIO WILL NOT BE RESPONSIBLE FOR ANY FAILURE TO COMPLETE
OR PERFORM ANY ECQM SERVICES DUE TO FAILURE OF THE CLIENT TO MEET TI _ IE
EXPECTATIONS SET FORTH IN SECTIONS 3 AND 4 OR DUE TO ANY DATA QUALITY OR
CONNECTION :SSU _ ES THAT ARE BEYOND CLIENT'S OR CORHIO'S REASONABLE
CONTROL.
6. Client Fees for Services. The following Fees are payable to CORHIO by Client and wil
to the fees due under the Agreement:
Table C: eCQM Reporting Services Fees
be added
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Implementation
eCQM
of Secure
Services (if applicable)
Data
Feed
to CORHIO
for APM
Funded
by
Initiative
HCPF APM eCQM
APM
Reporting Services
p g
to HCPF
Funded
by HCPF
Initiative
APM
eCQM
7. Term and Termination.
7.1. Term. The term of this SOW begins on the SOW Effective Date and runs through June 30,
2022 (the "Initial Term"). The SOW shall automatically renew for successive one-year terms unless earlier
terminated in accordance with Section 7.2 by either party. Following the Initial Term, CORHIO may
increase the Fees, upon not less than ninety (90) days prior written notice to CLIENT, subject to the
exceptions listed in an SOW. Any eCQM reporting other than the services described in this SOW will
require an additional SOW and may be subject to additional fees.
7.2. Termination. The services described in this SOW may be terminated by either party upon
ninety (90) days prior written notice or as described in the Agreement.
8. This SOW may be executed in one or more counterparts, duplicate originals, or facsimile versions,
each of which wi:be deemed an original, but all of which together will constitute one and the same
instrument.
By signatures of their duly authorized representatives, the parties hereby agree to be bound by the terms of
this SOW.
FOR CLIENT:
Weld County Department of Public Health &
Environment,— DocuSigned by:
S-bAit& AtNitta
Signed:
`-37BBA14334. D24D3._
Steve Moreno
Name:
Title:
Date:
chair weld county Commissioner
7/14/2021
Signed:
Name:
Title:
Date:
FOR CORHIO:
Colorado Regional Health Information Organization
DocuSigned by:
64461Pri fta
\--- 0060088302F 745E...
Morgan Honea
CEO
6/30/2021
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EXHIBIT B
BUSINESS ASSOCIATE AGREEMENT
This Business Associate Agreement ("Agreement") is entered into as of the effective date described
on the Signature Page of this Agreement (the "Effective Date"), by and among Weld County
Department of Public Health & Environment acting as a Covered Entity ("Covered Entity") and the
Colorado Regional Health Information Organization, a Colorado nonprofit corporation, with an
address of 4500 Cherry Creek South Drive, Suite 820, Denver CO 80246, acting in the capacity as a
Business Associate or Subcontractor Business Associate ("CORHIO" or "Business Associate")
(collectively referred to herein as the "Parties"). This Agreement supersedes any prior Business
Associate Agreement between or among the Parties.
RECITALS
WI I _ EREAS, CORHIO governs and operates a Colorado, state-wide health information
exchange ("HIE`,") through which Covered Entity and other participants wi'I transmit or receive
Protected Ilealth Information (referred to herein as "PI II" and defined below) and other
information to CORHIO, acting in the capacity as a common Business Associate or Subcontractor
Business Associate;
WI I _ ER AS, CORHIO and Covered Entity have entered into a written agreement and may
in the future enter into additional written agreements, including one or more statements of work,
pursuant to which CORHIO may, on Covered Entity's behalf, access, use, create, receive, transmit,
maintain, and/or disclose PHI (the "Participant Agreement");
WHEREAS, Covered Entity and CORHIO intend to protect the privacy and provide for
the security of PHI disclosed to CORHIO and comply with the requirements of the I Iealth
Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Health Information
Technology for Economic and Clinical Health Act, Public Law 111-005 ("HITECH Act"), and the
final regulations to such Acts that the U.S. Department of Health and I Iuman Services ("TIllS") has
promulgated and set forth in 45 CFR Parts 160, 162, and 164 (collectively, the "I IIPAA Rules");
WHEREAS, the Parties acknowledge that tills Agreement shall supplement and / or amend
the Participant Agreement only with respect to CORHIO's access, use, creation, receipt, transmittal,
maintenance or ci sclosure of PHI and supersedes any prior Business Associate Agreement between
the parties;
WHEREAS, the participants in HIF', do not become Business Associates of each other by
virtue of this Business Associate Agreement.
NOW THEREFORE, in consideration of the mutual promises below and the exchange of
information pursuant to this Agreement, the Parties agree as follows:
10 DEFINITIONS.
A. "Applicable Law" means HIPAA, the I IIT _ ECI I Act, the I IIPAA Rules, as well as
applicable state law.
B. "Breach" shall have the meaning given to such term at 45 C.F.R. § 164.402.
C. "Discovery" shall mean the first day on which an Incident (as defined herein) is
known to Business Associate (including any person that is an employee, officer, or
Subcontractor of Business Associate), or should reasonably have been known to Business
Associate, to have occurred.
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D. "Incident" shall have the meaning provided under Section II.F.
�;. "Individual" shall have the same meaning as the term "Individual" in 45 C.F.R.
§160.103 and shall include a person who qualifies as a personal representative in accordance
with 45 C.F.R. §164.502(g).
F. "Protected Health Information" or "PHI" shall have the same meaning as the term
"Protected I _ Iealth Information" in 45 C.F.R. §160.103, limited to the information created,
received, transmitted, or maintained by Business Associate on behalf of or for Covered
Entity. For purposes of this Agreement, "Protected Health Information" or "PHI" shall
collectively refer to Protected Health Information, Electronic Protected Health Information
C'ePJTI") as defined in 45 C.F.R. § 160.103, and "Personal Information" as defined below.
G. "Personal Information" or "PI", also known as "Personally Identifiable
Information," "Personal Data," and similar terms, shall have the meaning provided under
state law. For purposes of this Agreement, Personal Information shall include any data
elements that identify an individual or that could be used to identify an individual, including
but not limited to an individual's first name or initial and last name in combination with one
or more of the following data elements: social security number; driver's license or state
issued identification number; credit or debit card number; medical information (such as an
individual's condition, treatment, or payment information); financial information, such as
checking account or other account number (either in combination with a required security
code, access code, or password that would permit access to the account, or alone if the
account does not require such an access code); or other identifying information, such as
email addresses and usernames in combination with passwords or security questions, date of
birth, mother's maiden name, digital signature, passport number, fingerprint or other
biometric data, an insurance policy number, employment information, employment history,
an employer, student, tribal, or military identification numbers.
H. "Required by Law" means a mandate contained in law that compels Covered Entity
or Business Associate to use or disclose PHI and that is enforceable in a court of law,
including, but not limited to, court orders, court -ordered warrants and statutes and
regulations.
I. "Secretary" shall mean the Secretary of the Department of I Iealth and Human
Services or his/her designee.
J. "Security Incident" shall have the meaning provided in 45 C.F.R. § 164.304.
K. Terms used but not otherwise defined in this Agreement shall have the same
meaning as given to those terms in the I IIPAA Rules. A regulatory reference in this
Agreement means the section as in effect or as amended, and for which compliance is
required.
2. BUSINESS ASSOCIATE'S OBLIGATIONS.
A. Permitted Use and Disclosure of PHI.
1. Business Associate shall use and disclose PHI only as permitted by this
Agreement or as Required by Law. To the extent that Business Associate is to carry
out one or more of Covered Entity's obligation(s) under the I IIPAA Rules, Business
Associate shall comply with the provisions in the HIPAA Rules that would apply to
Covered I--i;ntity in the performance of such obligation(s).
2. Participant Agreement. Fxcept as otherwise limited in this Agreement,
CORHIO may use or disclose PHI for, or on behalf of, Covered Entity, in the
operation of the HIE, including but not limited to the following functions, services
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and activities that are implicit in the Participant Agreement (even if not specifically
stated):
a) Managing authorized requests for, and disclosures of, Pill amongst
Participants in the health information exchange;
b) Creating and maintaining a master patient index;
c) Providing a record locator or patient matching service;
d) Standardizing data formats;
e) Implementing policies and other business rules to assist in the
automation of data exchange;
Facilitating the identification and correction of errors in health
information records;
g} Aggregating data on behalf of multiple Participants, including to
create, update, modify, transmit, standardize, maintain, or disclose a
Continuity of Care Document;
h) Developing new functionality of the health information exchange;
i) Responding to permissible requests from public health authorities
including for public health activities; and
j) Any other use permitted or directed by the Participation Agreements;
provided that such use or disclosure would not violate Applicable Law if
done by the Covered kntity or another Participant.
B. Permitted Uses of Pill by CORHIO. CORHIO may use PHI i) for the proper
management and administration of CORHIO, ii) to carry out its legal responsibilities, (iii) to
create de -identified data consistent with 45 C.F.R. 164.514, and. (iv) to provide Data
Aggregation services to Covered Entity and for the Health Care Operations of the
Participants. (See 45 CFR Sections 164.504(e) (2) (i), 164.504(e) (2)(ii) (A), and 164.504(e) (4) (i)).
C. Permitted Disclosures of PHI by CORHIO. CORHIO may only disclose PHI for
the purpose of performing its respective obligations under this Agreement and as permitted
under the Participant Agreement; provided, however, that CORHIO shall not disclose PHI
in any manner that would constitute a violation of Applicable Law if so disclosed by
Covered Entity or a Participant. Kxcept as otherwise limited in this Agreement, CORHIO
may disclose PHI (i) for its proper management and administration, (ii) to carry out its legal
responsibilities, (iii) as recy fired by law, or (iv) for Data Aggregation purposes for the Health
Care Operations of the Participants, or of CORHIO on behalf of the Participants. If
CORHIO intends to disclose Pill to a third party, prior to making any such disclosure,
CORHIO shall first obtain, (i) reasonable written assurances from such third party that such
PITT will be held confidential as provided pursuant to this Agreement and Applicable Law
and will only be disclosed as Required by Law or for the purposes for which it was disclosed
to such third party, and(ii)a written a eement from such third ar to immediate) p tY� � party immediately notify
Business Associate of any instance of which the recipient is aware in which the
confidentiality of the PHI has been breached.
D. Safeguards. CORHIO shall implement administrative, physical, and technical
safeguards that reasonably and appropriately protect the confidentiality, integrity, and
availability of the PHI that Business Associate creates, receives, maintains, uses, discloses, or
transmits on behalf of Covered H;ntity, in accordance with all applicable provisions of the
HIPAA Rules. Business Associate shall comply with the requirements in 45 C.F.R. Part 164,
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subpart C. CORHIO shall Encrypt, or cause the Encryption of, all ePHI they transmit or
store such that such ePHI will not comprise Unsecured PHI as such term is used under the
HIT _ ECH Act and the Breach Notification Rule.
Minimum Necessary. CORHIO, and its agents and subcontractors, will make
reasonable efforts to use, disclose, or request only the minimum necessary PHI to
accomplish the intended purpose (as described in 45 C.F.R. § 164.502(b) and § 164.514(d)).
The Parties understand and agree that the definition of "minimum necessary" is in flux, and
CORHIO agrees to keep itself informed of guidance issued by the Secretary with respect to
what constitutes "minimum necessary."
F. Incident Reporting: Business Associate shall report to Covered Entity any of the
following without unreasonable delay after Discovery by Business Associate or any
Subcontractor: (i) any acquisition, access, use or disclosure of PHI not provided for in this
Agreement or the Participant Agreement; (ii) any Security Incident involving PHI; (iii) any
Breach of Unsecured PHI (collectively, an "Incident"). Business Associate shall implement
reasonable systems for the Discovery and prompt reporting of any Incidents and shall train
Business Associate personnel regarding the requirements under this Agreement.
Notwithstanding the foregoing, the Parties agree that this Agreement serves as notification,
and that no further notification is required, of the ongoing existence of Unsuccessful
Security Incidents, defined to include, without limitation, activity such as pings and other
broadcast attacks on Business Associate's firewall, port scans, unsuccessful log -in attempts,
denial of service, and any combination of the above, so long as such activity does not result
in unauthorized access, use, acquisition, or disclosure of PHI.
G. Agents & Subcontractors. Business Associate shall ensure that any agent or
subcontractor to whom it provides PHI agrees in writing to the same restrictions and
conditions that apply throughout this Agreement to Business Associate.
H. Access to PHI. To the extent that Business Associate possesses an applicable
Designated Record Set, CORHIO shall provide access to PHI in a Designated Record Set to
Covered Entity or, as directed by Covered Entity, to an Individual all in accordance with the
requirements in 45 CFR §164.524, including providing or sending a copy to a designated
third party and providing or sending a copy in electronic format. If an Individual requests
access to PHI directly from Business Associate, Business Associate will forward such a
request in writing to Covered Entity within a reasonable amount of time. Covered Entity
will be responsible for making all determinations regarding the granting or denial of an
Individual's request, and Business Associate shall make no such determinations. If Business
Associate maintains PI II in electronic form, Business Associate shall provide such
information in electronic format to Covered Entity if requested.
I. Amendment of PHI. Business Associate shall make any amendment(s) to PHI in a
Designated Record Set that Covered Entity, or a Participant acting through CORHIO,
d*rects or agrees to pursuant to 45 CFR Section 164.526 at the request of an Individual, and
in the time and manner reasonably designated by Covered Entity. If any Individual requests
an amendment of PHI directly from CORHIO or its agents or subcontractors, CORHIO
will notify the Covered Entity within a reasonable amount of time. Any approval or denial of
amendment of PHI maintained by CORHIO or its agents or subcontractors shall be the
responsibility of the affected Covered Entity in accordance with 45 CFR §
164.504(e) (2) (ii)
J. Documentation and Accounting of Disclosures. Business Associate shall
document such disclosures of PHI as would be required for Covered Flintily to respond to a
request by an Individual for an accounting of disclosures of PHI in accordance with 45
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C.F.R. §164528. Business Associate agrees to implement a process in the time and manner
reasonably designated by Covered Entity that allows for an accounting to be collected and
maintained by Business Associate and its agents or subcontractors. In addition, Business
Associate agrees that (i) within a reasonable amount of time of receipt of a notice from
Covered Entity requesting an accounting of PHI disclosures, Business Associate shall
provide Covered Entity with records of such disclosures containing information as outlined
in 45 C.F.R. §164.528(b); (ii) within a reasonable amount of time of receipt of a request by
an Individual to Business Associate or its agents or subcontractors for an accounting of
disclosures of PI II, Business Associate shall forward to Covered Entity any such requests in
writing. Covered Entity shall be responsible for providing an accounting of PHI disclosures
to the Individual. ividual. Business Associate w: not provide an accounting of its disclosures directly
to the Individual.
K. Government Access. Upon request, Business Associate shall make its internal
practices, books and records relating to the use and disclosure of PHI available to the
Secretary to the extent required for determining Covered Entity's or Business Associates'
compliance with the HIPAA Rules.
L. State Law. Business Associate shall comply with applicable state law confidentiality,
privacy, security, document retention, and breach notification requirements involving PI.
Notwithstanding any provision to the contrary, the provisions of this Agreement shall apply
equally with respect to PI as they do to PHI; provided, however, that to the extent that state
law is more stringent than the HIPAA Rules or the terms of this Agreement, Business
Associate agrees to comply with the requirement that provides more privacy and security
protection to PI.
3e COVERED ENTITY'S OBLIGATIONS.
A. Notice of Change in Privacy Practices. Covered Entity shall notify Business
Associate of any limitation(s) in Covered Entity's notice of privacy practices in accordance
with 45 C.F.R. §164.520, to the extent that such limitation may affect Business Associate's
use or disclosure of PHI. Covered Entity shall provide such notice to CORHIO no later
than ten (10) days prior to the effective date of the limitation.
B. Notice of Change in Permissions. Covered Entity shall notify Business Associate of
any changes in, or revocation of, permission by an Individual to use or disclose PEI, to the
extent that such changes may affect Business Associate's use or disclosure of PHI. Covered
Entity shall provide such notice to CORHIO no later than ten (10) days prior to the
effective date of the limitation.
C. Notice of Change in Use. Covered Entity shall notify Business Associate of any
restriction on the use or disclosure of PI _ II that Covered Entity has agreed to in accordance
with 45 C.F.R. §164522, to the extent that such restriction may affect Business Associate's
use or d' sclosure of PHI. Covered Entity shall provide such notice to CORHIO no later
than ten ;10) days prior to the effective date of the limitation.
D. Appropriate Requests. Except as otherwise permitted under this Agreement,
Covered Entity shall not request that Business Associate use or disclose PHI in any manner
that would not be permissible under Applicable Law if done by Covered Entity.
4. TERM AND T _ ERMINAI'ION0
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Last Updated 1.30.2020
DocuSign Envelope ID: 279022B9-A8DE-4E0A-86BF-68E0AF36016B
A. Term. The term of this Agreement sha commence as of the N ffective Date, and
shall terminate at the time of the termination or expiration of the Participant Agreement, or
earlier as provided herein.
B. Termination for Cause.
1. Material Breach: If Covered Kntity reasonably determines that Business
Associate has materially breached this Agreement, Covered Entity may
a) provide Business Associate with thirty (30) days written notice of the
alleged material breach and an opportunity to cure the breach. If CORHIO
fails to cure the breach or end the violation within the specified timeframe,
Covered Flntity may terminate this Agreement and the Participant
Agreement; or
b) immediately terminate this Agreement.
2. Kffect of Termination or Hxxpiration. Within thirty (30) days after the
expiration or termination for any reason of the Agreement, CORHIO shall return or
destroy all applicable PHI, if feasible to do so, including all applicable PI II in
possession of CORHIO's subcontractors. To the extent that CORHIO determines
that returning or destroying the PITT is not feasible, CORHIO shall notify Covered
Fntity in writing of the reasons return or destruction is not feasible. Upon mutual
agreement of the Parties that return or destruction of Pill is infeasible, CORHIO
shall extend the protections for this Agreement to such PITT and limit further uses
and disclosures of such PITT to those purposes that make the return or destruction
infeasible, for so long as CORHIO maintains such PHI.
5. MISCELLANEOUS,
A. Amendment. The Parties may amend this Agreement from time to time as is
necessary to achieve and maintain compliance with Applicable Law, except that no
agreement or other understanding in any way modifying the terms hereof be binding
unless made in writing as a mod fication or amendment to this Agreement and executed by
each of the Parties.
B. Interpretation. Any ambiguity in this Agreement shall be resolved to permit the
Parties to comply with Applicable Law.
C. Choice of Law. This Agreement shall be governed by the laws of the state of
Colorado without regard to conflict of laws principles thereof.
D. Relationship to Agreements with Covered Entity. In the event that a provision of
this Agreement is contrary to a provision of any other agreement between Business
Associate and Covered Fntity (including any inconsistences in defined or capitalized terms),
this Agreement shall control.
Survival. Business Associate's obligations under Sections 2 and 4.B2 of this
Agreement shall survive the termination of this Agreement.
F. No Third Party Beneficiaries. Nothing express or implied in this Agreement is
intended to confer, nor shall anything herein confer, upon any person other than Covered
Kntity, Business Associate and their respective successors and assigns, any rights, remedies,
obligations or liabilities whatsoever.
G. Judicial or Administrative Proceeding. Business Associate shall notify Covered
Kntity if it is named as a defendant in a criminal proceeding for a violation of the HIPAA
Rules.
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DocuSign Envelope ID: 279022B9-A8DE-4E0A-86BF-68E0AF36016B
Ho Entire Agreement. This Agreement constitutes the entire agreement between the
Parties with respect to its subject matter and merges, integrates and supersedes all prior and
contemporaneous agreements, addenda and understandings between the Parties, whether
written (including within any Services Agreements) or oral, concerning its subject matter.
Signature Page Follows
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Last Updated 1.30.2020
DocuSign Envelope ID: 279022B9-A8DE-4E0A-86BF-68E0AF36016B
BUSINESS ASSOCIATE AGREEMENT
Signature Page
This Agreement is hereby executed by the Parties, as of the following Effective Date.
Effective Date:
CORHIO
Covered Entity
Weld
County Department of
Public _
Health
&
Colorado Regional Health
Organization
Information
Environment
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by:
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DockStoned by:
StUAt karts
Print Name:
3T BBA 14334D2- .._
Steve Moreno
Print
Name:
� 3�`30 � &E._.
Morgan Honea
Title:
CEO
Title: Chair,
Commissioners
Weld
County
board
of County
Date: 7/14/2021
Date:
Primary
1555
Greeley,
North
17th
CO 80631
Avenue
4500 Cherry Creek
Denver, CO 80246
South
Drive, Suite 820
Address:
(name
Primary
Contact:
& title)
Tanya Geiser,
Finance
Director
Name:
Title:
Melina
Outreach
Reyther
Manager
Phone:
970-400-2122
Phone:
720-285-3228
Email:
TGFIS
ER@CO.WELD.CO.US
Email: mreyther@corhio.org
970-304-6412
Fax: 720-285-3205
Fax: !
-11-
Last Updated 1.30.2020
Contract Request
Entity Name"
CORHIO
Entity ID*
gb0036171
Contract Name*
COLORADO REGIONAL HEALTH INFORMATION
ORGANIZATION (CORHIO) ECQM HQI SERVICES AGREEMENT
Contract Status
CTB REVIEW
❑ New Entity?
Contract ID
5020
Contract Lead
BMANRIQIJEZ
Contract Lead Email
brnanriquez@weldgov.com
Parent Contract. ID
Requires Board Approval
YES
Department Project
Contract Description *
COLORADO REGIONAL HEALTH INFORMATION ORGANIZATION (CORHIO) HQ! SERVICES AGREEMENT FOR ECQM REPORTING
SERVICES
Contract Description 2
Contract Type
AGREEMENT
Amount
$0.00
Renewable*
NO
Renewal
NO
Grant
NO
IGA
NO
Department
HEALTH
Department Email
CM-HealthM noeldgov.corn
Department Head Email
CM-Health-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYA I I ORNEY0WaDG
OV.COM
Requested BOCC Agenda
Date*
07/14/2021
Due Dare
07/10/2021
Vlrill a work session with BOCC be required?
NO
Does Contract require Purchasing Dept. to be included?
NO
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
OnRase
Contract:Pates
Effective Date Review Date* Renewal Date
03/01/2022
Teraninatian fi ice P
Expiration Date"
06/30/2022
Purc
Purchasing
ation
t
Approval Process
De ent I1
TANYA GEISER
Appr,
07/09/2021
Signed Date
vin a
07/14/2021
I; 1SiQUE2
Finance Appr
CHRIS D'OVIDIO
Finance Apr D
07/09/2021
Tyler Ref #
AG 071421
GABE KALOUSEK
Counsel
07/09/2021
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