HomeMy WebLinkAbout20210372.tiffRESOLUTION
RE: APPROVE RESCINDING RESOLUTION #2021-0155, DATED JANUARY 13, 2021,
AND APPROVE REVISED CONTRACT FOR IMPROVED PAYMENTS AND CHILD
SUCCESS (IMPACS) PROGRAM GRANT AND AUTHORIZE CHAIR TO SIGN AND
SUBMIT ELECTRONICALLY
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, on January 13, 2021, the Board approved Resolution #2021-0155 for a
Contract for the Improved Payments and Child Success (IMPACS) Program Grant, 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, and
WHEREAS, on January 26, 2021, the Board was presented with a memorandum from the
Department of Human Services stating the Colorado Department of Human Services reissued
said contract due to a calculation error, and
WHEREAS, the Board deems is advisable to rescind Resolution #2021-0155, dated
January 13, 2021, and
WHEREAS, the Board has been presented with a Revised Contract for the Improved
Payments and Child Success (IMPACS) Program Grant 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, commencing
upon full execution of signatures, and ending June 30, 2021, with further terms and conditions
being as stated in said revised contract, and
WHEREAS, after review, the Board deems it advisable to approve said revised 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 Resolution #2021-0155, dated January 13, 2021, for a Contract for the
Improved Payments and Child Success (IMPACS) Program Grant, be, and hereby is, rescinded.
BE IT FURTHER RESOLVED by the Board that the Revised Contract for the Improved
Payments and Child Success (IMPACS) Program Grant 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, 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 revised contract electronically.
cc = HSO, ACTc5c,rco)
3/17/21
2021-0372
HR0093
RESCIND RESOLUTION #2021-0155, DATED JANUARY 13, 2021, AND APPROVE REVISED
CONTRACT FOR IMPROVED PAYMENTS AND CHILD SUCCESS (IMPACS) PROGRAM
GRANT
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 3rd day of February, A.D., 2021.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: dithi,t)
Weld County Clerk to the Board
Steve M
reno, Chair
Sc
untttorney
Date of signature: 03 /I I /9 —
es, Prod
2021-0372
HR0093
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PRIVILEGED AND CONFIDENTIAL
MEMORANDUM
DATE: January 26, 2021
TO: Board of County Commissioners — Pass -Around
FR: Jaime Ulrich, Director, Human Services
RE: Colorado Department of Human Services Contract for the
Improved Payments and Child Success Program Contract
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 Contract with the Colorado Department of Human
Services for the Improved Payments and Child Success Program. In late December 2020, the Colorado
Department of Human Services (CDHS) issued an initial contract to Employment Services of Weld County
(ESWC) for the Improved Payments and Child Success (IMPACS) Program. The amount awarded at that time
was $237,620.70, for the period of performance of November 1, 2020 through June 30, 2021, with an option to
extend up to two (2) additional terms, through June 30, 2023, at the discretion of the State. Following
processing of that contract, the State reissued the contract noting a calculation error, on the part of the State,
which resulted in the total amount of the contract increasing to $238,620.70. The period of performance and all
other terms and conditions of the contract remain the same.
This reissued contract has been reviewed by Legal (G. Kalousek).
I do not recommend a Work Session. I reconunend approval of this contract and authorize the Chair to sign.
Approve
Recommendation
Perry L. Buck
Mike Freeman
Scott K. James, Pro-Tem
Steve Moreno, Chair
Lori Saine
Schedule
Work Session Other/Continents:
J
Pass -Around Memorandum; January 26, 2021 —CMS 4423
2021-0372
D2/o3
WRco9 3
Karla Ford
From:
Sent:
To:
Subject:
Approve
Mike Freeman
Wednesday, January 27, 2021 11:25 AM
Karla Ford
Re: Please Reply - PA FOR ROUTING: IMPACS Fund Contract Updated (CMS 4423)
Sent from my iPhone
On Jan 27, 2021, at 12:32 PM, Karla Ford <kford@weldgov.com>wrote:
Please advise if you approve recommendation. Thank you!
Karla Ford
Office Manager, Board of weld County Commissioners
1 150 O Street, P.O. Box 758, Greeley, Colorado 80632
:: 970.336-7204 :: kfordAweldgov.com :: www.welddov.com
**Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.**
<image003.jpg>
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to
which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received
this communication in error, please immediately notify sender by return e-mail and destroy the communication, Any disclosure, copying,
distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named
recipient is strictly prohibited.
From: Tobi Cullins <cullinta@weldgov.com>
Sent: Tuesday, January 26, 2021 12:37 PM
To: Karla Ford <kford@weldgov.com>
Cc: Barb Connolly <bconnolly@weldgov.com>; Bruce Barker <bbarker@weldgov.com>; Chris U'Ovidio
<cdovidio@weldgov.com>; Esther Gesick <egesick@weldgov.com>; HS Contract Management <HS-
ContractlVlanagement@co.weld.co.us>; Jamie Ulrich <ulrichjj@weldgov.com>; Lennie Bottorff
<bottorll@weldgov.com>; Tami Grant <tgrant@weldgov.com>
Subject: PA FOR ROUTING: IMPACS Fund Contract - Updated (CMS 4423)
Please see attached PA for routing related to an updated contract for the IMPACS
Program. Commissioner Buck has reviewed and initialed off.
This item is in CMS (ID 4423).
Thank you.
Regards,
Tobi A. Cullins
Contract Management and Compliance Coordinator
Administration Support Unit (ASU)
t
SO
COLORADO
Department of Human Services
21 IHGA 164698
eClearance: 2015677
STATE OF COLORADO
DEPARTMENT OF HUMAN SERVICES CONTRACT
SIGNATURE AND COVER PAGES
State Agency
Colorado Department of Human Services
Office of Economic Security
Division of Child Support Services
Contractor
Weld County Government
Employment Services of Weld County
Contractor's State of Incorporation: Colorado
Contract Maximum Amount
Initial Term
State Fiscal Year 2021 $238,620.70
Extension Terms
Maximum Amount for All Fiscal Years $238,620.70
Contract Performance Beginning Date
The later of the Effective Date or November 1, 2020
Initial Contract Expiration Date
June 30, 2021
Except as stated in §2.D, the total duration of this Contract,
including the exercise of any options to extend, shall not
exceed 3 Years from its Performance Beginning Date.
Pricing/Funding
Price Structure: Cost Reimbursement
Contractor shall invoice: Monthly
Fund Source: IMPACS Grant
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
Insurance
Contractor shall maintain the following insurance if indicated
with "Yes," as further described in §10:
Worker's Compensation: Yes
General Liability: Yes
Automobile Liability: No
Protected Information: Yes
Professional Liability Insurance: No
Crime Insurance: No
Miscellaneous
Authority to enter into this Contract exists in: C.R.S. § 26 -1 -
111.
Law -Specified Vendor Statute (if any): N/A
Procurement Method: Request for Applications (RFA)
Solicitation Number (if any): RFA IHGA 2020*240
State Representative
Sabrina Montoya, Program Innovation Unit Manager
1575 Sherman Street, 5th Floor
Denver, CO 80203
(719) 437 - 5316
sabrina.montoya@state.co.us
Contractor Representative
Karina Amaya, Adult and Youth Employment and Training
Manager
315 N 1 lth Avenue, Building B
Greeley, CO 80631
(970)400-6763
kamaya@weldgov.com
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Exhibits
The following Exhibits are attached and incorporated into this Contract:
Exhibit A - Statement of Work
Exhibit B - Budget
Exhibit C - HIPAA Business Associate Addendum
Contract Purpose
Contractor shall implement their IMPACS Program to assist eligible parents paying child support, and their families, to
overcome and minimize barriers to employment through supportive services and individualized case management to increase
the number of child -support payments received, improve employment outcomes, and improve parent -child relationships.
Signature Page begins on next page �
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DocuSign Envelope ID: 889EFEAA-6CC6-4D6E-930E-1 EC2BA9106D6
CMS: 164698
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 Government
Board of County Commissioners
Date:
DocuSigned by:
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gust M qu h) (,A it
57EnegFgcasone5
By: Steve Moreno, Board Chair
2/3/2021
STATE OF COLORADO
Jared S. Polis, Governor
Department of Human Services
Michelle Barnes, Executive Director
LDocuSlgned by:
!a44.t7 A Paa d�.d
ElS@DS9rC154402...
By: Barry J. Par usDeputy Director - OE
Date:
2/2/2021
2nd State or Contractor Signature if Needed
By: Name & Title of Person Signing for Signatory
Date:
LEGAL REVIEW
Philip J. Weiser, Attorney General
By:
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.
By:
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
C?D�ocuSigne/d by:
IIn.i/vi�lmfM40w
Andrea Eurich / Jane kriE NOlii Williamson
Effective Date:
2/4/2021
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CMS: 164698
TABLE OF CONTENTS
SIGNATURE AND COVER PAGES 1
1. PARTIES 4
2. TERM AND EFFECTIVE DATE 4
3. DEFINITIONS 6
4. STATEMENT OF WORK 8
5. PAYMENTS TO CONTRACTOR 8
6. REPORTING - NOTIFICATION 10
7. CONTRACTOR RECORDS 10
8. CONFIDENTIAL INFORMATION -STATE RECORDS 11
9. CONFLICTS OF INTEREST 13
10. INSURANCE 13
11. BREACH OF CONTRACT 15
12. REMEDIES 15
13. STATE'S RIGHT OF REMOVAL 17
14. DISPUTE RESOLUTION 17
15. NOTICES AND REPRESENTATIVES 18
16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 18
17. STATEWIDE CONTRACT MANAGEMENT SYSTEM 19
18. GENERAL PROVISIONS 19
19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 23
20. DEPARTMENT OF HUMAN SERVICES PROVISIONS 25
21. SAMPLE OPTION LETTER (IF APPLICABLE) 28
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 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
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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"), regardless of whether additional Extension Terms are
available or not. 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.
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
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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.
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.
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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 Information regardless of where such information is located; (ii) unwanted
disruption or denial of service; (iii) the unauthorized use of a State system for the
processing or storage of data; or (iv) changes to State system hardware, firmware, or
software characteristics without the State's knowledge, instruction, or consent.
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.
"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 C.R.S.
R. "PHI" means any protected health information, including, without limitation any
information whether oral or recorded in any form or medium: (i) that relates to the past,
present or future physical or mental condition of an individual; the provision of health care
to an individual; or the past, present or future payment for the provision of health care to an
individual; and (ii) that identifies the individual or with respect to which there is a
reasonable basis to believe the information can be used to identify the individual. PHI
includes, but is not limited to, any information defined as Individually Identifiable Health
Information by the federal Health Insurance Portability and Accountability Act.
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, and State personnel records not subject to disclosure
under CORA. State Confidential Information shall not include information or data
concerning individuals that is not deemed confidential but nevertheless belongs to the State,
which has been communicated, furnished, or disclosed by the State to Contractor which (i)
is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without
restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes
publicly available without breach of any obligation owed by Contractor to the State; (iv) is
disclosed to Contractor, without confidentiality obligations, by a third party who has the
Q.
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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.
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.
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b. Contractor shall initiate payment requests by invoice to the State, in a form and
manner approved by the State.
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.
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.
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v. Option to Increase Maximum Amount
If the Signature and Cover Pages for this Contract show that the State has the Option
to Increase or Decrease Maximum Amount, then the State, at its discretion, shall have
the option to increase or decrease the statewide quantity of Goods and Services based
upon the rates established in this Contract, and increase 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.
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
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Contractor that relate to any Work performed by Subcontractors, and Contractor shall
maintain all records related to the Work performed by Subcontractors required to ensure
proper performance of that Work. Contractor shall maintain Contractor Records until the
last to occur of: (i) the date 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 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 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, and (iv) the federal Health Insurance Portability and Accountability Act
for all PHI and the HIPAA Business Associate Agreement attached to this Contract, if
applicable. Contractor shall immediately forward any request or demand for State Records
to the State's principal representative.
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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, 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
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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.
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.
A. 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.
B. Automobile Liability
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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.
C. 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.
D. 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.
E. 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.
F. 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.
G. Primacy of Coverage
Coverage required of Contractor and each Subcontractor shall be primary over any
insurance or self-insurance program carried by Contractor or the State.
H. 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.
I. 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
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recovery under subrogation or otherwise against Contractor or the State, its agencies,
institutions, organizations, officers, agents, employees, and volunteers.
J. 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.
K. 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 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.
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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, 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
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accordance with the State's directive, and the State shall not be liable for costs
incurred by Contractor after the suspension of performance.
b. Withhold Payment
Withhold payment to Contractor until Contractor corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Contractor's actions or
inactions, cannot be performed or if they were performed are reasonably of no
value to the state; provided, that any denial of payment shall be equal to the
value of the obligations not performed.
d. Intellectual Property
If any Work infringes, or if the State in its sole discretion determines that any
Work is likely to infringe, a patent, copyright, trademark, trade secret or other
intellectual property right, Contractor shall, as approved by the State, (i) secure
that right to use such Work for the State and Contractor; (ii) replace the Work
with noninfringing Work or modify the Work so that it becomes noninfringing;
or, (iii) remove any infringing Work and refund the amount paid for such Work
to the State.
B. Contractor's Remedies
If the State is in breach of any provision of this Contract and does not cure such breach,
Contractor, following the notice and cure period in §11 and the dispute resolution process
in §13, 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 Procurement Official, Contractor's challenge shall be an appeal to
the executive director of the Department of Personnel and Administration, or their delegate,
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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, 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
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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.
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
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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
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 agreement 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
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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.
K. Order of Precedence
In the event of a conflict or inconsistency between this Contract and any Exhibits or
attachments such conflict or inconsistency shall be resolved by reference to the documents
in the following order of priority:
i. HIPAA Business Associate Agreement (if any).
ii. Colorado Special Provisions in §19 of the main body of this Contract.
iii. The provisions of the other sections of the main body of this Contract.
iv. 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 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
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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 license, 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.
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
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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.
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.
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.
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Contractor shall strictly comply with all applicable federal and State laws, rules, and
regulations in effect or hereafter established, including, without limitation, laws applicable
to discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the
interpretation, execution, and enforcement of this Contract. Any provision included or
incorporated herein by reference which conflicts with said laws, rules, and regulations shall
be null and void. All suits or actions related to this Contract shall be filed and proceedings
held in the State of Colorado and exclusive venue shall be in the City and County of
Denver.
G. PROHIBITED TERMS.
Any term included in this Contract that requires the State to indemnify or hold Contractor
harmless; requires the State to agree to binding arbitration; limits Contractor's liability for
damages resulting from death, bodily injury, or damage to tangible property; or that
conflicts with this provision in any way shall be void ab initio. Nothing in this Contract
shall be construed as a waiver of any provision of §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., 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
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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., CDHSmay terminate this
Contract for breach and, if so terminated, Contractor shall be liable for damages.
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
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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.
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-Stat - Performance Based Program Analysis and Management Strategy (C-Stat
Strategy)
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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.
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21. 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
Insert Contractor's Full Legal Name, including
"Inc.", "LLC", etc...
Original Contract Number
Insert CMS number or Other Contract Number of the Original Contract
Current Contract Maximum Amount
Initial Term
State Fiscal Year 20xx $0.00
Extension Terms
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
Total for All State Fiscal Years $0.00
Option Contract Number
Insert CMS number or Other Contract Number of this Option
Contract Performance Beginning Date
Month Day, Year
Current Contract Expiration Date
Month Day, Year
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
Contract Wizard Version 4.05
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 28 of 28
Revised October 2019
Exhibit A - Statement of Work
Project Description
Background
The Colorado Department of Human Services ("CDHS") is implementing the Improved
Payments and Child Success ("IMPACS") Program for eligible parents paying child support and
their families. The program is intended to assist these parents to overcome and minimize their
barriers to employment through supportive services and individualized case management in
order to increase the number of child support payments received, improve parent -child
relationships, and increase wages and earning potential.
IMPACS Program
The IMPACS Program will assist eligible parents paying child support, and their families, to
overcome and minimize barriers to employment through supportive services and individualized
case management. Employment Services of Weld County ("Contractor"), in implementing the
IMPACS Program, shall collaborate with community service providers (including community -
based organizations, community colleges, workforce centers, early childhood councils, and
family resource centers) and/or county departments of human services to serve participants and
their families.
Local County Child Support Services agencies will refer eligible participants, and their families,
to Contractor in order to connect them with supportive/employment services. Contractor will
work closely with referring organizations to provide individualized case management and other
critical assistance to support participants, and their families, to successfully participate in and
complete the IMPACS Program. This shall include supportive services for household
stability/strengthening (to include, but not be limited to; rent, utilities, mental health/substance
abuse, parenting supports including parent and relationship education, mediation and/or
parenting time services, and access and visitation resources) and transportation (to include, but
not be limited to; bus passes, gas vouchers/cars, auto repair, financial assistance to purchase
other forms of transportation such as a bicycle or motorized scooter/bicycle).
Required Activities
1. Contractor shall provide employment services, supportive services, and
classes/training/workshops to overcome and minimize barriers to employment among
eligible parents during the life of the IMPACS Program ("Program").
A. Contractor's Program shall serve eligible parents with an active child support case who
are deemed appropriate for, and likely to benefit from, the IMPACS Program.
i. Contractor shall provide the majority of services through Contractor's Resource
Specialist.
B. Participants shall (1) be TANF eligible under the definition provided at 9 CCR 2503-6
3.606.8 (B)(3), (2) have established paternity for at least one child, (3) have one or more
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cases receiving IV -D services, and (4) have difficulty paying or expected difficulty
paying child support due to lack of regular employment.
C. Eligible participants shall be a resident of Weld County.
i. Contractor's Program shall also target barriers including: individuals with a criminal
background, individuals with limited education or training, individuals with cultural
barriers or who are English language learners, or individuals with transportation
issues.
D. Contractor's Program shall have a tiered approach and serve 125 individuals in each year
for the life of the Contract.
i. Tier 1 - Contractor shall serve 60 participants with job search and job readiness
workshops
ii. Tier 2 — Contractor shall serve 40 participants with supportive services and case -
management
iii. Tier 3 — Contractor shall serve 25 participants with work based learning activities or
occupational training
2. Contractor shall work with Weld County Child Support Services ("CSS") to recruit eligible
Program participants.
A. CSS staff shall determine TANF eligibility, established paternity, active IV -D case, and
difficulty or expected difficulty paying child support due to lack of regular employment.
i. CSS staff will recruit at various strategic contact points, including but not limited to,
new order establishment, self -identified need for employment services, and change in
incarceration status.
ii. CSS staff shall refer eligible participants to Contractor's Resource Specialist.
B. Contractor's Resource Specialist shall assist potential participants with registration
through Connecting Colorado.
i. Connecting Colorado is the State data management system.
ii. Registration shall determine and/or confirm demographic information, work history,
skill sets, education level, and identification of barriers specific to the potential
participant.
3. Contractor shall conduct an initial assessment from the barriers identified.
A. Participants may be referred to the Workforce Innovation and Opportunity Act Program
("WIOA").
i. If referred to WIOA, participants demographic, eligibility information, and supportive
service needs are identified.
B. During or shortly after initial assessment, Contractor shall conduct additional computer
assessments through Contractor's Assessment and Learning Center ("Learning Center")
for all Tier 2 and Tier 3 participants.
i. Contractor's Adult Basic Education assessment shall be administered if participant's
education is below a bachelor's degree to determine basic skills in reading and math.
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ii. Contractor's Workplace Readiness Credential shall be given to participants to ensure
an adequate aptitude in soft skills.
a. If a participant does not receive the required score for the Workplace Readiness
Credential, Contractor shall identify areas where remediate education will best
increase their knowledge and gain proficiency.
iii. Contractor's Personal Responsibility and Success Profiler assessment shall measure a
participant's level of personal investment and feasibility of successful employment
retention.
iv. Contractor shall offer Job Readiness Training to participants with an inconsistent
work history.
a. Job Readiness Training shall consist of Job Keeping or Job Seeking and will be
offered to improve those skills for building a future consistent work history.
v. Contractor shall provide the CareerScope assessment to identify interests and
aptitudes to assist in forming employment goals.
vi. Assessment platforms may change over the life of this Contract.
a. Contractor shall identify a suitable replacement solution and notify the State
b. The State, in its sole discretion, may reject a replacement solution if the outputs
are deemed insufficient for the purposes of this Contract and the State's IMPACS
Program.
4. Contractor shall follow initial assessment with a comprehensive assessment to identify
training goals, employment goals, and available services to assist the participant in gaining
and retaining employment for Tier 2 and Tier 3 participants.
A. Computer assessments from section 3.B. shall be reviewed and interpreted with
participant prior to making a Comprehensive Assessment and Individual Employment
Plan ("CA/IEP").
i. Contractor shall use the CA/IEP to map a feasible employment and training plan that
encompasses:
a. A Specific, Measurable, Achievable, Realistic, and Timely ("SMART")
employment goal,
b. Work history,
c. Education,
d. Services needed to obtain the employment goal,
e. Supportive service needs,
f. Pre -vocational needs,
g. Financial budget,
h. Challenges to employment,
i. Transportation,
j. Housing,
k. Job skills,
1. Mental health challenges,
Page 3 of 7
m. Criminal background,
n. Child care,
o. Outside resource referral(s),
p. A contract that outlines Program guidelines, expectations, and willingness to
participate.
B. Contractor shall consider Labor Market Information ("LMI") when creating employment
plans to ensure in -demand occupations are present and employment goals are realistic.
i. Contractor has identified the Transportation, Manufacturing, Healthcare, Information
Technology, and Construction fields as in -demand.
C. Contractor shall offer the Helping Offenders Pursue Employment ("HOPE") workshop
for participants that are former offenders.
5. Contractor shall offer work -based learning opportunities through Program funding and other
Contractor programs.
A. Opportunities include, but need not be limited to, work experience/internships, On -the -
Job Training ("OJT"), and Registered Apprenticeships ("RA").
i. Contractor's work experience/internship is a temporary work opportunity where the
participant is placed with an employer in the community to gain valuable job
readiness skills and subsidized income.
a. The work experience/internship will be allotted a total of 500 hours with an
opportunity to extend if the extension is justifiable.
b. Participants shall receive the prevailing wage for the industry and be covered by
Weld County Government workers compensation.
ii. Contractor's OJT takes place when a business hires the participant and provides
training per an OJT contract and plan of training.
a. The business shall be reimbursed 50-75% of participant's wages.
iii. Contractor's RA opportunities are employment with a concurrent related training
instruction, OJT, or combination of the two.
a. The goal of the RA is to provide training and experience to be successful in a
given industry.
B. Contractor's training opportunities shall be short-term (in general, less than one year).
i. Training opportunities paid through the Program shall be included in Contractor's
$3,000.00 participant cap.
6. Contractor shall provide supportive services to enable parents to participate in their identified
activities related to the Program.
A. Supportive services shall include, but need not be limited to, transportation assistance,
books and supplies for education or training, specialized tools or safety equipment
necessary for employment, and childcare.
7. Contractor shall provide a detailed account of job placement, job readiness, and training
activities to include employer information, job title, description, projected and actual length
of activity, and all relevant wage information as part of the participant's file.
Page 4 of 7
8. Contractor shall inform participants of the availability of follow-up services when the
participant is ready to leave the Program.
A. Contractor shall indicate the number of follow-up contacts based upon individual needs
and structured to best serve the participant.
i. Contact shall be monthly at a minimum.
B. Post -program assistance shall include, but is not limited to:
i. Vocational guidance on adjusting to work schedules and new environments
ii. Working well with peers and supervisors
iii. How to enhance customer service skills
iv. Working through troublesome situations
v. Conflict resolution
vi. Problem solving
C. Contractor's follow-up services shall be provided for a minimum of 12 months after
exiting the Program.
i. Contractor's post -program services shall be used to ensure performance standards are
met.
9. Reporting
A. Contractor shall provide regular data reporting via either reporting forms, a database
prescribed by the State, or monthly/quarterly reports.
i. Contractor shall collect data on and report on the required data elements listed at
section 9.B. This list is non -exhaustive and the State may identify additional data
elements required for reporting.
ii. If additional required data elements are identified, Contractor shall start reporting on
those elements in the first full month after provision of notice by the State.
B. The required data elements include, but are not limited to:
i. Name and/or IV -D Case Number
ii. Hours Worked per Week
Hourly Wage
iv. Total Monthly Income
v. Job Readiness
vi. Training Activities
vii. Supportive Services Provided
viii. Classes/Workshops Complete
ix. Family Resource Assessment (FRA) or Other Approved Assessment Responses
C. The following information will be tracked as part of this project either through provision
of data points or through entry in the appropriate systems by local County Child Support
Services agencies for one (1) year following each participant's completion of the
Program:
i. Historical starting point for number of, frequency of, and amount of child support
payments
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ii. Frequency of child support payments
iii. Increase/decrease in frequency of child support payments
iv. Increase/decrease in percentage of child support order with each child support
payment
v. Increase/decrease in amount of child support payments
D. Contractor shall conduct the following status meetings with the State:
i. Monthly status meeting
a. Contractor and State shall use these meetings to discuss opportunities, issues,
obstacles, solutions, progress, and any other element that may impact the
functioning of the Contractor's IMPACS Program.
ii. Biannual Progress Report
a. Contractor shall prepare and present a Biannual Progress Report to accompany
the invoice schedule.
b. Contractor's Biannual Progress Report shall be presented in a narrative format
and shall include raw data.
c. The Biannual Progress Report shall report on accomplishments achieved during
the reporting period, challenges faced, significant findings, disseminations efforts,
and activities planned for the next reporting period.
d. The Biannual Progress Report shall include, but need not be limited to,
information about the data elements from section 9.B and number of participants.
iii. Annual Collaborative Status Meeting
a. Contractor shall participate in one (1) Annual Collaborative Status Meeting with
the State, the IMPACS Evaluator, and all other participating entities.
b. Contractors, Evaluator, and the State shall use this meeting to discuss
opportunities, issues, obstacles, solutions, progress, and any other element that
may impact the functioning of the Contractor's IMPACS Program.
iv. Annual Site Visit
a. Contractor shall host a small delegation of State staff for a tour of facilities,
presentation on services, or other elements as identified by the State.
E. Contractor shall attend and/or assist with the following evaluation related meetings with
the State and the IMPACS Evaluator:
i. Project Kick-off Meeting
a. The Project Kickoff Meeting shall occur over a series of remote meetings in
January 2021
b. Contractor shall attend scheduled remote meetings as determined by Contractor
and the State.
c. The Project Kick-off Meeting may, at the State's discretion, serve as the first Staff
Focus Group in section 9.E.iv.
ii. Learning Community Webinars
a. The IMPACS Evaluator will host four (4) learning community webinars
b. The Learning Community Webinars shall be an opportunity to share more in-
depth information with the State and IMPACS Evaluator
Page 6 of 7
c. Contractor shall attend all Learning Community Webinars
(a) The State shall determine and notify Contractor in advance whether each
Learning Community Webinar is held in -person or remotely
iii. Participant Focus Groups
a. The IMPACS Evaluator shall hold three (3) focus groups at Contractor's site
during the life of the Contract.
b. Contractor shall work with the IMPACS Evaluator as needed to recruit focus
group participants
c. Contractor shall provide Program supportive services as needed to facilitate
attendance at the focus group (i.e., transportation if in -person or ensuring access
to resources if held remote)
iv. Staff Focus Groups
a. The IMPACS Evaluator will hold three (3) focus groups during the IMPACS
Program with Contractor's staff
b. Contractor shall include county CSS staff, community partner staff, and any other
relevant program staff as part of the Staff Focus Groups
c. Staff Focus Groups may be held with other IMPACS Program grantees
d. The IMPACS Evaluator shall hold focus groups on or about the following dates:
January 2021, October 2021, and May 2022
e. Staff Focus Groups will highlight different topics, including but not limited to,
implementation, recruitment, case management, challenges, obstacles, and
retrospectives.
Page 7 of 7
Exhibit B — Budget
1. Administrative Costs
A. Costs include general administration and program coordination
i. Business Service Manager, Youth -Adult Employment and Training Manager, and the
Employment and Training Supervisor provide program and operation over -site
B. Accounting, purchasing, and payroll functions will be completed by the Weld County Department
of Human Services Business Office.
C. Administrative Costs Table:
Administrative Costs
$23,862.10
2. Contractor Staffing
A. Contractor shall invoice for time spent on the project not to exceed the maximum amount payable
in each year of this Contract.
B. Contractor staffing rates are inclusive of all indirect costs and fringe benefits.
C. Contractor Staffing Rate Table:
FTE
Position Title
Wages
.5
Resource Specialist
$46,105.70
.5
Case Manager
$32,652.90
Total Salaries
$78,758.60
D. Travel
i. Local travel may be necessary for enrollment of participants at work -based learning work -
sites or service locations in Weld County
ii. Mileage shall be reimbursed at the prevailing State rate.
iii. Personnel travel shall not exceed $1,000.00.
3. Participant Costs
A. Average cost per participant estimated at $1,080.00
B. Maximum cost per participant is $3,000.00
i. Contractor estimates approximately 75 participants will use the maximum amount
C. Contractor shall invoice by participant for services provided not to exceed the maximum amount
payable in each year of this Contract.
D. Participant Costs Table
Source
Services
Approximate number of
participants served
Cost
Matching in -kind funds
Job readiness workshops (e.g.,
life skills, money
management, resume writing,
and transferable skills)
60 per year
$0.00
Support Services
Issued when need is
determined and reasonable.
May include transportation
assistance, books and supplies
for education or training,
specialized tools or safety
equipment necessary for
employment, and childcare.
40 per year
$60,000
Page 1 of 2
Occupational Training
and Work -Based
Learning
Work -based learning
opportunities. For participants
in an ESWC program, work
experience/internship
opportunities are under the
25 per year
$75,000.00
Weld County Workers
Compensation.
Page 2 of 2
EXHIBIT C - HIPAA BUSINESS ASSOCIATE AGREEMENT
This HIPAA Business Associate Agreement ("Agreement") between the State and Contractor is agreed to in
connection with, and as an exhibit to, the Contract. For purposes of this Agreement, the State is referred to as
"Covered Entity" and the Contractor is referred to as "Business Associate". Unless the context clearly requires a
distinction between the Contract and this Agreement, all references to "Contract" shall include this Agreement.
1. PURPOSE
Covered Entity wishes to disclose information to Business Associate, which may include Protected Health
Information ("PHI"). The Parties intend to protect the privacy and security of the disclosed PHI in compliance
with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Pub. L. No. 104-191 (1996) as
amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") enacted
under the American Recovery and Reinvestment Act of 2009 ("ARRA") Pub. L. No. 111-5
(2009), implementing regulations promulgated by the U.S. Department of Health and Human Services at 45
C.F.R. Parts 160, 162 and 164 (the "HIPAA Rules") and other applicable laws, as amended. Prior to the
disclosure of PHI, Covered Entity is required to enter into an agreement with Business Associate containing
specific requirements as set forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of
the Code of Federal Regulations ("C.F.R.") and all other applicable laws and regulations, all as may be amended.
2. DEFINITIONS
The following terms used in this Agreement shall have the same meanings as in the HIPAA Rules: Breach, Data
Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary,
Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident,
Subcontractor, Unsecured Protected Health Information, and Use.
The following terms used in this Agreement shall have the meanings set forth below:
a. Business Associate. "Business Associate" shall have the same meaning as the term "business
associate" at 45 C.F.R. 160.103, and shall refer to Contractor.
b. Covered Entity. "Covered Entity" shall have the same meaning as the term "covered entity" at 45
C.F.R. 160.103, and shall refer to the State.
c. Information Technology and Information Security. "Information Technology" and "Information
Security" shall have the same meanings as the terms "information technology" and "information
security", respectively, in §24-37.5-102, C.R.S.
Capitalized terms used herein and not otherwise defined herein or in the HIPAA Rules shall have the meanings
ascribed to them in the Contract.
3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
a. Permitted Uses and Disclosures.
i. Business Associate shall use and disclose PHI only to accomplish Business Associate's
obligations under the Contract.
Page 1 of 9
HIPAA BAA
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i. To the extent Business Associate carries out one or more of Covered Entity's obligations
under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all
requirements of Subpart E that apply to Covered Entity in the performance of such obligation.
ii. Business Associate may disclose PHI to carry out the legal responsibilities of Business
Associate, provided, that the disclosure is Required by Law or Business Associate obtains
reasonable assurances from the person to whom the information is disclosed that:
A. the information will remain confidential and will be used or disclosed only as
Required by Law or for the purpose for which Business Associate originally
disclosed the information to that person, and;
B. the person notifies Business Associate of any Breach involving PHI of which it is
aware.
iii. Business Associate may provide Data Aggregation services relating to the Health Care
Operations of Covered Entity. Business Associate may de -identify any or all PHI created or
received by Business Associate under this Agreement, provided the de -identification
conforms to the requirements of the HIPAA Rules.
b. Minimum Necessary. Business Associate, its Subcontractors and agents, shall access, use, and
disclose only the minimum amount of PHI necessary to accomplish the objectives of the Contract, in
accordance with the Minimum Necessary Requirements of the HIPAA Rules including, but not
limited to, 45 C.F.R. 164.502(b) and 164.514(d).
c. Impermissible Uses and Disclosures.
i. Business Associate shall not disclose the PHI of Covered Entity to another covered entity
without the written authorization of Covered Entity.
ii. Business Associate shall not share, use, disclose or make available any Covered Entity PHI in
any form via any medium with or to any person or entity beyond the boundaries or
jurisdiction of the United States without express written authorization from Covered Entity.
d. Business Associate's Subcontractors.
i. Business Associate shall, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2),
ensure that any Subcontractors who create, receive, maintain, or transmit PHI on behalf of
Business Associate agree in writing to the same restrictions, conditions, and requirements that
apply to Business Associate with respect to safeguarding PHI.
ii. Business Associate shall provide to Covered Entity, on Covered Entity's request, a list of
Subcontractors who have entered into any such agreement with Business Associate.
iii. Business Associate shall provide to Covered Entity, on Covered Entity's request, copies of
any such agreements Business Associate has entered into with Subcontractors.
e. Access to System. If Business Associate needs access to a Covered Entity Information Technology
system to comply with its obligations under the Contract or this Agreement, Business Associate shall
request, review, and comply with any and all policies applicable to Covered Entity regarding such
Page 2 of 9
HIPAA BAA
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system including, but not limited to, any policies promulgated by the Office of Information
Technology and available at http://oit.state.co.us/about/policies.
f. Access to PHI. Business Associate shall, within ten days of receiving a written request from Covered
Entity, make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy
Covered Entity's obligations under 45 C.F.R. 164.524.
g•
Amendment of PHI.
i. Business Associate shall within ten days of receiving a written request from Covered Entity
make any amendment to PHI in a Designated Record Set as directed by or agreed to by
Covered Entity pursuant to 45 C.F.R. 164.526, or take other measures as necessary to satisfy
Covered Entity's obligations under 45 C.F.R. 164.526.
ii. Business Associate shall promptly forward to Covered Entity any request for amendment of
PHI that Business Associate receives directly from an Individual.
h. Accounting Rights. Business Associate shall, within ten days of receiving a written request from
Covered Entity, maintain and make available to Covered Entity the information necessary for
Covered Entity to satisfy its obligations to provide an accounting of Disclosure under 45 C.F.R.
164.528.
i. Restrictions and Confidential Communications.
i. Business Associate shall restrict the Use or Disclosure of an Individual's PHI within ten days
of notice from Covered Entity of:
A. a restriction on Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522; or
B. a request for confidential communication of PHI pursuant to 45 C.F.R. 164.522.
ii. Business Associate shall not respond directly to an Individual's requests to restrict the Use or
Disclosure of PHI or to send all communication of PHI to an alternate address.
iii. Business Associate shall refer such requests to Covered Entity so that Covered Entity can
coordinate and prepare a timely response to the requesting Individual and provide direction to
Business Associate.
Governmental Access to Records. Business Associate shall make its facilities, internal practices,
books, records, and other sources of information, including PHI, available to the Secretary for
purposes of determining compliance with the HIPAA Rules in accordance with 45 C.F.R. 160.310.
k. Audit, Inspection and Enforcement.
i. Business Associate shall obtain and update at least annually a written assessment performed
by an independent third party reasonably acceptable to Covered Entity, which evaluates the
Information Security of the applications, infrastructure, and processes that interact with the
Covered Entity data Business Associate receives, manipulates, stores and distributes. Upon
request by Covered Entity, Business Associate shall provide to Covered Entity the executive
summary of the assessment.
Page 3 of 9
HIPAA BAA
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ii. Business Associate, upon the request of Covered Entity, shall fully cooperate with Covered
Entity's efforts to audit Business Associate's compliance with applicable HIPAA Rules. If,
through audit or inspection, Covered Entity determines that Business Associate's conduct
would result in violation of the HIPAA Rules or is in violation of the Contract or this
Agreement, Business Associate shall promptly remedy any such violation and shall certify
completion of its remedy in writing to Covered Entity.
1. Appropriate Safeguards.
i. Business Associate shall use appropriate safeguards and comply with Subpart C of 45 C.F.R.
Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other than as
provided in this Agreement.
ii. Business Associate shall safeguard the PHI from tampering and unauthorized disclosures.
iii. Business Associate shall maintain the confidentiality of passwords and other data required for
accessing this information.
iv. Business Associate shall extend protection beyond the initial information obtained from
Covered Entity to any databases or collections of PHI containing information derived from
the PHI. The provisions of this section shall be in force unless PHI is de -identified in
conformance to the requirements of the HIPAA Rules.
m. Safeguard During Transmission.
i. Business Associate shall use reasonable and appropriate safeguards including, without
limitation, Information Security measures to ensure that all transmissions of PHI are
authorized and to prevent use or disclosure of PHI other than as provided for by this
Agreement.
ii. Business Associate shall not transmit PHI over the internet or any other insecure or open
communication channel unless the PHI is encrypted or otherwise safeguarded with a FIPS-
compliant encryption algorithm.
n. Reporting of Improper Use or Disclosure and Notification of Breach.
i. Business Associate shall, as soon as reasonably possible, but immediately after discovery of a
Breach, notify Covered Entity of any use or disclosure of PHI not provided for by this
Agreement, including a Breach of Unsecured Protected Health Information as such notice is
required by 45 C.F.R. 164.410 or a breach for which notice is required under §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.
Page 4 of 9
HIPAA BAA
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iv. Business Associate shall have the burden of demonstrating that all notifications were made as
required, including evidence demonstrating the necessity of any delay.
o. Business Associate's Insurance and Notification Costs.
i. Business Associate shall bear all costs of a Breach response including, without limitation,
notifications, and shall maintain insurance to cover:
A. loss of PHI data;
B. Breach notification requirements specified in HIPAA Rules and in §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).
Business Associate shall provide Covered Entity a point of contact who possesses relevant
Information Security knowledge and is accessible 24 hours per day, 7 days per week to assist
with incident handling.
iv. Business Associate, to the extent practicable, shall mitigate any harmful effect known to
Business Associate of a Use or Disclosure of PHI by Business Associate in violation of this
Agreement.
p. Subcontractors and Breaches.
i. Business Associate shall enter into a written agreement with each of its Subcontractors and
agents, who create, receive, maintain, or transmit PHI on behalf of Business Associate. The
agreements shall require such Subcontractors and agents to report to Business Associate any
use or disclosure of PHI not provided for by this Agreement, including Security Incidents and
Breaches of Unsecured Protected Health Information, on the first day such Subcontractor or
agent knows or should have known of the Breach as required by 45 C.F.R. 164.410.
q•
ii. Business Associate shall notify Covered Entity of any such report and shall provide copies of
any such agreements to Covered Entity on request.
Data Ownership.
i. Business Associate acknowledges that Business Associate has no ownership rights with
respect to the PHI.
ii. Upon request by Covered Entity, Business Associate immediately shall provide Covered
Entity with any keys to decrypt information that the Business Association has encrypted and
maintains in encrypted form, or shall provide such information in unencrypted usable form.
Page 5 of 9
HIPAA BAA
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r. Retention of PHI. Except upon termination of this Agreement as provided in Section 5, below,
Business Associate and its Subcontractors or agents shall retain all PHI throughout the term of this
Agreement, and shall continue to maintain the accounting of disclosures required under Section 3.h,
above, for a period of six years.
4. OBLIGATIONS OF COVERED ENTITY
a. Safeguards During Transmission. Covered Entity shall be responsible for using appropriate
safeguards including encryption of PHI, to maintain and ensure the confidentiality, integrity, and
security of PHI transmitted pursuant to this Agreement, in accordance with the standards and
requirements of the HIPAA Rules.
b. Notice of Changes.
i. Covered Entity maintains a copy of its Notice of Privacy Practices on its website. Covered
Entity shall provide Business Associate with any changes in, or revocation of, permission to use
or disclose PHI, to the extent that it may affect Business Associate's permitted or required uses
or disclosures.
ii. Covered Entity shall notify Business Associate of any restriction on the use or disclosure of
PHI to which Covered Entity has agreed in accordance with 45 C.F.R. 164.522, to the extent
that it may affect Business Associate's permitted use or disclosure of PHI.
5. TERMINATION
a. Breach.
i. In addition to any Contract provision regarding remedies for breach, Covered Entity shall
have the right, in the event of a breach by Business Associate of any provision of this
Agreement, to terminate immediately the Contract, or this Agreement, or both.
ii. Subject to any directions from Covered Entity, upon termination of the Contract, this
Agreement, or both, Business Associate shall take timely, reasonable, and necessary action to
protect and preserve property in the possession of Business Associate in which Covered
Entity has an interest.
b. Effect of Termination.
i. Upon termination of this Agreement for any reason, Business Associate, at the option of
Covered Entity, shall return or destroy all PHI that Business Associate, its agents, or its
Subcontractors maintain in any form, and shall not retain any copies of such PHI.
ii. If Covered Entity directs Business Associate to destroy the PHI, Business Associate shall
certify in writing to Covered Entity that such PHI has been destroyed.
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
Page 6 of 9
HIPAA BAA
Revised August 2018
Section 3 of this Agreement to such PHI, and shall limit further use of such PHI to those
purposes that make the return or destruction of such PHI infeasible.
6. INJUNCTIVE RELIEF
Covered Entity and Business Associate agree that irreparable damage would occur in the event Business
Associate or any of its Subcontractors or agents use or disclosure of PHI in violation of this Agreement, the
HIPAA Rules or any applicable law. Covered Entity and Business Associate further agree that money damages
would not provide an adequate remedy for such Breach. Accordingly, Covered Entity and Business Associate
agree that Covered Entity shall be entitled to injunctive relief, specific performance, and other equitable relief to
prevent or restrain any Breach or threatened Breach of and to enforce specifically the terms and provisions of this
Agreement.
7. LIMITATION OF LIABILITY
Any provision in the Contract limiting Contractor's liability shall not apply to Business Associate's liability under
this Agreement, which shall not be limited.
8. DISCLAIMER
Covered Entity makes no warranty or representation that compliance by Business Associate with this Agreement
or the HIPAA Rules will be adequate or satisfactory for Business Associate's own purposes. Business Associate
is solely responsible for all decisions made and actions taken by Business Associate regarding the safeguarding of
PHI.
9. CERTIFICATION
Covered Entity has a legal obligation under HIPAA Rules to certify as to Business Associate's Information
Security practices. Covered Entity or its authorized agent or contractor shall have the right to examine Business
Associate's facilities, systems, procedures, and records, at Covered Entity's expense, if Covered Entity
determines that examination is necessary to certify that Business Associate's Information Security safeguards
comply with the HIPAA Rules or this Agreement.
10. AMENDMENT
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
Page 7 of 9
HIPAA BAA
Revised August 2018
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
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 8 of 9
HIPAA BAA
Revised August 2018
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
a. 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.
f. Additional Terms. Business Associate agrees to comply with the following additional terms under the
Agreement:
i. Reserved.
Page 9 of 9
HIPAA BAA
Revised August 2018
Contract Form
New Contract Request
Entity Information
Entity Name* Entity ID*
COLORADO DEPARTMENT OF HUMAN ?"00003650
SERVICES
Contract Name* Contract ID
COLORADO DEPARTMENT OF HUMAN SERVICES (IMPROVED 4423
PAYMENTS AND CHILD SUCCESS PROGRAM)
Contract Status
CTB REVIEW
Contract Lead*
CU LLI NTA
❑ New Entity?
Parent Contract ID
Requires Board Approval
YES
Contract Lead Email Department Project #
cullintaCco.weld.co.us:cobb
xxlkccvco.weld.co.us
Contract Description*
IMPROVED PAYMENTS AND CHILD SUCCESS (IMPACTS) PROGRAM CONTRACT. 21 IHGA 164698. TERM_ 1 1 ,' 1 '2020-
°6/30.'21.
(THE INITIAL CONTRACT WAS SENT THROUGH AS CMS 4360. THE STATE REISSUED THE CONTRACT DUE TO A CALCULATION
ERROR.)
Contract Description 2
PA ROUTING THROUGH NORMAL APPROVAL PROCESS. ETA TO CTB 01 28;21.
Contract Type*
CONTRACT
Amount*
3238,620.70
Renewable*
YES
Automatic Renewal
Grant
IGA
Department
HUMAN SERVICES
Department Email
CM-
HumanServices@vdeldgov.co
m
Departrnent Head Email
CM -Human Services-
DeptHeadgveldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYA I I ORNEYaWELDG
OV.COM
Requested BOCC Agenda
Date*
02'03'2021
Due Date
01 30;2021
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be included?
if this is a renewal enter previous Contract ID
If this is part of a Ik4SA 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
DH Approved Date
01 ,27,•2021
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
02x'03'2O21
Originator
CULLINTA
Review Date*
05 01 2021
Committed Delivery Date
Contact Type Contact Email
Finance Approver
BARB CONNOLLY
Renewal Date*
07 01=2021
Expiration Date
Contact Phone 1 Contact Phone 2
Purchasing Approved Date
Finance Approved Date
02,`'01;2021
Tyler Ref #
AG 020321
Legal Counsel
GABE KALOUSEK
Legal Counsel Approved Date
02;01'2021
Hello