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Home My WebLink About20203151.tiffRESOLUTION RE: APPROVE CONTRACT FOR AGING AND DISABILITY RESOURCE CENTERS (ADRC) AND AUTHORIZE CHAIR TO SIGN AND ELECTRONICALLY SUBMIT WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Contract for the Aging and Disability Resource Centers (ADRC) between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and the Colorado Department of Human Services, Office of Adult, Aging, and Disability Services, Division of Aging and Adult Services, commencing November 1, 2020, and ending June 30, 2021, with further terms and conditions being as stated in said contract, and WHEREAS, after review, the Board deems it advisable to approve said contract, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Contract for the Aging and Disability Resource Centers (ADRC) between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Human Services, and the Colorado Department of Human Services, Office of Adult, Aging, and Disability Services, Division of Aging and Adult 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 contract electronically. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 21st day of October, A.D., 2020. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: dithiv ';e1 Weld County Clerk to the Board BY: Deputy Clerk to the Board APP;•VED oun ttorney Date of signature: l0/9-°I/2A Mike Freeman, Chair Steve Mpreno, Pro-Tem Kevin D. Ross CC: I-1 SD 12/03120 2020-3151 HR0092 c 1 -c-71-- '117/ PRIVILEGED AND CONFIDENTIAL MEMORANDUM DATE: October 13, 2020 TO: Board of County Commissioners — Pass -Around FR: Jamie Ulrich, Director, Human Services RE: Area Agency on Aging (AAA) 2020-21 Aging and Disability Resource Center (ADRC) 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 Departments' Aging and Disability Resource Center (ADRC) Contract. The Colorado Department of Human Services (CDHS) has issued a new contract for the Aging and Disability Resource Center (ADRC). The ADRC is housed under the Weld County Area Agency on Aging (AAA) and provides a coordinated access point to long- term services and supports for adults 60 years of age and older, adults 18+ with a need for long- term services and supports (LTSS), their caregivers, and veterans of any age. The State Unit on Aging (SUA) has assisted in identifying grant funding for this program including the Transitions Services Grant, COVID Grant and current funding through the Federal Financial Participation (FFP) program. FFP provides matching dollars to cover activities that contribute to the efficient and effective administration of enhanced ADRC services. The matching dollars required for the FFP program are withheld from the Older Americans Act (OAA) prior to the Weld County AAA receiving its allocation. This contract will allow for the ADRC staff to bill their time for FFP activities and in turn, free up monies for other services for Weld County Older Adults. This contract has been reviewed by Legal (G. Kalousek). It is due to the State by November I, 2020, via DocuSign. The contract term is November 1, 2020, through June 30, 2021, with a maximum amount of $66,640.86. Pass -Around Memorandum, October 13, 2020 - CMS 4171 Page I 2020-3151 PRIVILEGED AND CONFIDENTIAL I do not recommend a Work Session. I recommend approval of this Contract and authorize the Chair to sign via DocuSign, as required by the State. Approve Schedule Other/Comments: Mike Freeman, Chair Scott James Barbara Kirkmeyer Steve Moreno, Pro -Tern Kevin Ross Recommendation Work Session Pass -Around Memorandum, October 13, 2020 — CMS 4171 Page 2 DocuSign Envelope ID 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD Department of Human Services Contract Routing Number 21 IHEA 163692 eClearance 2011776 STATE OF COLORADO DEPARTMENT OF HUMAN SERVICES CONTRACT SIGNATURE AND COVER PAGES State Agency Colorado Department of Human Services Office of Adult, Aging & Disability Services Division of Aging and Adult Services Contractor Weld County, Colorado Weld County Department of Human Services Weld County Area Agency on Aging Contractor's State of Incorporation GOVERNMENT/NOT APPLICABLE Contract Maximum Amount Initial Term 11/01/20 TO 06/30/21 $66,640.86 Maximum Amount for All Fiscal Years $66,640.86 Contract Performance Beginning Date The later of the Effective Date or 11/01/20 Initial Contract Expiration Date 06/30/21 Except as stated in §2.D, the total duration of this Contract, including the exercise of any options to extend, shall not exceed Five Years from its Performance Beginning Date Pricing/Funding Price Structure Cost Reimbursement Contractor shall invoice Monthly Fund Source State Fiscal Year 2021 House Bill 20-1360 (SFY 21 State Long Bill) Page 30, F 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 Yes Crime Insurance No Miscellaneous Authority to enter into this Contract exists in C RS § 26-1-111 Law -Specified Vendor Statute (if any) C RS § 26-1-111 Procurement Method Law Specified Solicitation Number (if any) Not Applicable State Representative Colorado Department of Human Services Office of Adult, Aging & Disability Services Division of Aging and Adult Services Kara Harvey, Director 1575 Sherman St , 10th Floor Denver, CO 80203 Contractor Representative Jamie Ulrich Weld County Department of Human Services Weld County Area Agency on Aging 315 C N 11th Ave P O Box 1805 Greeley, CO 80631 Contract Wizard Version 4 05 Page 1 of 28 Revised October 2019 aoczo - 3f5-7 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD Contract Routing Number: 21 IHEA 163692 eClearance: 2011776 Exhibits The following Exhibits are attached and incorporated into this Contract: Exhibit A- Statement of Work Exhibit B- HIPAA Business Associate Addendum Exhibit C- Budget Funding Request Contract Purpose This contract is supported through an interagency agreement with HCPF Medicaid for SFY21 Medicaid match funds for the Aging and Disability Resource Centers (ADRC) provide information, referral and options counseling to consumers 18 and over in need of Long -Term Care. The Federal Financial Participation (FFP) is to provide sustainability funding to enable the continuation of the provision of ADRC services. Contract Wizard Version 4.05 Signature Page begins on next page 4 Page 2 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD Contract Routing Number: 21 IHEA 163692 eClearance: 2011776 THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract and to bind the Party authorizing his or her signature. CONTRACTOR Weld County, Colorado Weld County Department of Human Services Weld County Area Agency on Aging DocuSigned by: L'- ACO7OD9DOEBF4D3... Date: By: Mike Freeman, Chair 10/21/2020 STATE OF COLORADO Jared S. Polis, Governor Department of Human Services Michelle Barnes, Executive Director "--DocuSigned by: '-602B5F7541534AD... By: Yolanda Webb, Office Director Office of Adult, Aging & Disability Services 10/21/2020 Date: 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 va id until signed and dated below by the State Controller or an authorized delegate. By: STATE CONTROLLER Robert Jaros, CPA, MBA, JD —DocuSigned by: Andrea Eurich/Jane i l�itshoni on>I Williamson Colorado Department of Human Services Effective Date: 11/2/2020 Contract Wizard Version 4.05 -- Signature and Cover Pages End -- Page 3 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD TABLE OF CONTENTS SIGNATURE AND COVER PAGES 1 1. PAR I IES 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 11 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 26 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 performance under this Contract beyond the Initial Term for a period, or for successive Contract Wizard Version 4.05 Page 4 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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 attributable to the uncompleted portion of Contractor's obligations, provided that the Contract Wizard Version 4.05 Page 5 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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. "CM" 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. Contract Wizard Version 4.05 Page 6 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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 right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information. Q. Contract Wizard Version 4.05 Page 7 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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. b. Contractor shall initiate payment requests by invoice to the State, in a form and manner approved by the State. Contract Wizard Version 4.05 Page 8 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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. Contract Wizard Version 4.05 Page 9 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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 Contract Wizard Version 4.05 Page 10 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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. Contract Wizard Version 4.05 Page 11 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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 Contract Wizard Version 4.05 Page 12 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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. v. Contract Wizard Version 4.05 Page 13 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD B. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non -owned autos) with a minimum limit of $1,000,000 each accident combined single limit. 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. Contract Wizard Version 4.05 Page 14 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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 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 Contract Wizard Version 4.05 Page 15 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD remedies listed in this section in addition to all other remedies set forth in this Contract or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Contractor's uncured breach, the State may terminate this entire Contract or any part of this Contract. Contractor shall continue performance of this Contract to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Contractor shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Contractor shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Contract's terms. At the request of the State, 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: Contract Wizard Version 4.05 Page 16 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD a. Suspend Performance Suspend Contractor's performance with respect to all or any portion of the Work pending corrective action as specified by the State without entitling Contractor to an adjustment in price or cost or an adjustment in the performance schedule. Contractor shall promptly cease performing Work and incurring costs in accordance with the State's directive, and the State shall not be liable for costs incurred by Contractor after the suspension of performance. b. Withhold Payment Withhold payment to Contractor until Contractor corrects its Work. 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 Contract Wizard Version 4.05 Page 17 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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, 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. 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, Contract Wizard Version 4.05 Page 18 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license. ii. Patents In addition, Contractor grants to the State (and to recipients of Work Product distributed by or on behalf of the State) a perpetual, worldwide, no -charge, royalty - free, irrevocable patent license to make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise utilize, operate, modify and propagate the contents of the Work Product. Such license applies only to those patent claims licensable by Contractor that are necessarily infringed by the Work Product alone, or by the combination of the Work Product with anything else used by the State. B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Contract, any pre-existing State Records, State software, research, reports, studies, photographs, negatives or other documents, drawings, models, materials, data and information shall be the exclusive property of the State (collectively, "State Materials"). Contractor shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Contractor's obligations in this Contract without the prior written consent of the State. Upon termination of this Contract for any reason, Contractor shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. C. Exclusive Property of Contractor Contractor retains the exclusive rights, title, and ownership to any and all pre-existing materials owned or licensed to Contractor including, but not limited to, all pre-existing software, licensed products, associated source code, machine code, text images, audio and/or video, and third -party materials, delivered by Contractor under the Contract, whether incorporated in a Deliverable or necessary to use a Deliverable (collectively, "Contractor Property"). Contractor Property shall be licensed to the State as set forth in this Contract or a State approved license agreement: (i) entered into as exhibits to this Contract; (ii) obtained by the State from the applicable third -party vendor; or (iii) in the case of open source software, the license terms set forth in the applicable open source license agreement. 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 Contract Wizard Version 4.05 Page 19 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD assignment or transfer without such consent shall be void. Any assignment or transfer of Contractor's rights and obligations approved by the State shall be subject to the provisions of this Contract B. Subcontracts Unless other restrictions are required elsewhere in this Contract, Contractor shall not enter into any subcontract in connection with its obligations under this Contract without providing notice to the State. The State may reject any such subcontract, and Contractor shall terminate any subcontract that is rejected by the State and shall not allow any Subcontractor to perform any Work after that Subcontractor's subcontract has been rejected by the State. Contractor shall submit to the State a copy of each such subcontract upon request by the State. All subcontracts entered into by Contractor in connection with this Contract shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Contract. C. Binding Effect Except as otherwise provided in §18.A., all provisions of this Contract, including the benefits and burdens, shall extend to and be binding upon the Parties' respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Contract and the performance of such Party's obligations have been duly authorized. E. Captions and References 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. Contract Wizard Version 4.05 Page 20 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD I. Modification Except as otherwise provided in this Contract, any modification to this Contract shall only be effective if agreed to in a formal amendment to this Contract, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Contract, other than contract amendments, shall conform to the policies issued by the Colorado State Controller. J. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Contract to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Contract. 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. Contract Wizard Version 4.05 Page 21 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD P. Third Party Beneficiaries Except for the Parties' respective successors and assigns described in §18.A., this Contract does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Contract are incidental to the Contract, and do not create any rights for such third parties. Q. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Contract, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. R. CORA Disclosure To the extent not prohibited by federal law, this Contract and the performance measures and standards required under §24-106-107, C.R.S., if any, are subject to public release through the CORA. S. Standard and Manner of Performance Contractor shall perform its obligations under this Contract in accordance with the highest standards of care, skill and diligence in Contractor's industry, trade, or profession. T. Licenses, Permits, and Other Authorizations. Contractor shall secure, prior to the Effective Date, and maintain at all times during the term of this Contract, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Contract, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or subcontract, all 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, Contract Wizard Version 4.05 Page 22 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD expenses (including attorneys' fees and costs) incurred by the State in relation to any act or omission by Contractor, or its employees, agents, assigns, or Subcontractors in violation of §8. iv. Intellectual Property Indemnification Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys' fees and costs) incurred by the Indemnified Parties in relation to any claim that any Work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right. 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. Contract Wizard Version 4.05 Page 23 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD E. COMPLIANCE WITH LAW. Contractor shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires the State to agree to binding arbitration; limits Contractor's liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §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 Contract Wizard Version 4.05 Page 24 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD discretion, payments made to Contractor in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Contractor by deduction from subsequent payments under this Contract, deduction from any payment due under any other contracts, grants or agreements between the State and Contractor, or by any other appropriate method for collecting debts owed to the State. K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-10l, 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 Contract Wizard Version 4.05 Page 25 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD participation, or becomes otherwise ineligible to participate in any such program during the term of this Contract, Contractor shall notify the State in writing within three (3) days after such event. Upon the occurrence of such event, whether or not such notice is given to Contractor, the State may immediately terminate this Contract. B. Emergency Planning If Contractor provides Work that is an extension of State work performed as part of the State of Colorado Emergency Operations Plan or for a publicly funded safety net program, as defined by C.R.S. § 24-33.5-701 et seq., Contractor shall perform the Work in accordance with the State's Emergency Operations Plan or continuity of operations plan in the event of an emergency. If requested, Contractor shall provide a plan and reporting information to ensure compliance with the State's Emergency Operations Plan and C.R.S. § 24-33.5-701 et seq. C. Restrictions on Public Benefits If applicable, Contractor shall comply with C.R.S. §§ 24-76.5-101 - 103 exactly as the State is required to comply with C.R.S. §§ 24-76.5-101 - 103. D. Discrimination Contractor shall not: i. discriminate against any person on the basis of race, color, national origin, age, sex, religion or handicap, including Acquired Immune Deficiency Syndrome (AIDS) or AIDS related conditions. 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. Contract Wizard Version 4.05 Page 26 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD G. C-Stat - Performance Based Program Analysis and Management Strategy (C-Stat Strategy) Without any additional cost to the State, Contractor shall collect and maintain Contract performance data, as determined solely by the State. Upon request, Contractor shall provide the Contract performance data to the State. This provision does not allow the State to impose unilateral changes to performance requirements. REST OF PAGE INTENTIONALLY LEFT BLANK Contract Wizard Version 4.05 Page 27 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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 1E: In accordance with Section(s) Number of the Original Contract referenced above, the State hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc, which shall begin on Insert start date and end on Insert ending date at the cost/price specified in Section Number. E. For use with all Options that modify the Contract Maximum Amount: The Contract Maximum Amount table on the Contract's Signature and Cover Page is hereby deleted and replaced with the Current Contract Maximum Amount table shown above. 3. Option Effective Date: The effective date of this Option Letter is upon approval of the State Controller or , whichever is later. STATE OF COLORADO INSERT -Name of Agency or IHE INSERT -Name & Title of Head of Agency or IHE SAMPLE ONLY - DO NOT SIGN By: Name & Title of Person Signing for Agency or IHE Date: SAMPLE ONLY — DO NOT SIGN In accordance with §24-30-202 C.R.S., this Option is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER SAMPLE ONLY - DO NOT SIGN Name of Agency or IHE Delegate -Please delete if contract will be routed to OSC for approval Option Effective Date: SAMPLE ONLY - DO NOT SIGN Contract Wizard Version 4.05 Page 27 of 28 Revised October 2019 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD Exhibit A Statement of Work Throughout this Statement of Work certain terms are used which are defined as set forth on Attachment 1 re Definitions. Background/Introduction In October 2005, Colorado Department of Human Services, Division of Aging and Adult Services, State Unit on Aging (SUA) was awarded an initial Aging and Disability Resource Center Grant from the Federal Centers for Medicare and Medicaid Services (CMS) and the Administration for Community Living (ACL). The purpose of the grant was to develop and implement an Aging and Disability Resource Center system in Colorado that would provide a coordinated and streamlined access point to Long -Term Services and Supports. The Colorado Aging and Disability Resource Centers are known as the Aging and Disability Resources for Colorado (ADRC). ADRCs empower and assist Older Adults, Adults with a Disability, and their Caregivers to navigate health and Long -Term care options by providing Options Counseling in a Person- Centered manner. The ADRCs serve Adults 60 years of age and older, Adults 18+ with a need for Long -Term Services and Supports (LTSS), their Caregivers, and Veterans of any age. The ADRCs provide streamline access to available LTSS and provide counseling to help the Older Adults and Adults with a Disability in Colorado receive the services they need to remain independent in the community. The federal criterion of a fully functioning ADRC includes the following five metrics. 1. Information, Referral, and Awareness - provides information to individuals who contact the ADRC with a specific question 2. Options Counseling and Assistance- a Person -Centered approach to helping individuals understand the benefits and limitations of Long -Term services and support options and the knowledge to access these resources to empower them to make choices that reflect their unique needs, values and circumstances 3. Person -Centered Transition Support — provided through the Colorado Choice Transitions Program through a Contract with Health Care Policy and Financing (HCPF) 4. Consumer Populations, Partnerships and Stakeholder Involvement - ADRCs have Advisory Councils which include Consumers, Stakeholder involvement, and partnerships with Area Agencies on Aging, Independent Living Centers, Community Centered Boards, Single Entry Point Agencies, Long -Term Care Providers . 5. Streamlined Eligibility Determination for Public Programs ADRCs partner with several entities within their community to break down the many silos within the local community and statewide including Consumers, Area Agencies on Aging, Independent Living Centers, Community Centered Boards, Single Entry Point Agencies, Long -Term Care Providers, HCPF, and SUA. Page 1 of 7 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD Colorado Department of Human Services SUA and HCPF work collaboratively per an Inter -Agency Agreement effective July 1, 2018 to provide oversight and administer the Medicaid Administrative Federal Financial Participation (FFP) plan for the ADRC. The SUA and HCPF conduct a Random Moment Time Study (RMTS) for the ADRC Programs. The RMTS is used to support proper Title XIX (CFDA 93.778) claiming and is jointly administered and overseen by SUA and HCPF. Based on the results of the RMTS, the total effort of the entire group of participants is determined with a high degree of confidence that approximates the same results as observing participants for 100% of their time at work. The ADRCs are required to track all costs for the ADRC work and submit a quarterly standardized cost report to the SUA. Auditable supporting Documentation for all cost reports submitted for reimbursement shall be maintained by the ADRC and made available for review. Allowable costs are based on Title 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards. Given the foregoing and the complex funding formula for this Contract, the Parties have agreed that the State's ability to utilize options to add funding/time to this Contract (set forth at the body of the Contract, para 2(C)- Extension Terms- State's Option) shall be liberally interpreted as to the amount added being at the same "rates and terms". The State/SUA shall not abuse its ability to exercise these Options and SUA shall ensure that the amounts it adds by way of Options are consistent with the Contract terms & intentions agreed to by the parties, even where a specific "rate" cannot be clearly defined in exercising each Option. SUA shall not submit for State Controller signature any such Option which it has not personally ensured complies with this complex funding formula, even where same cannot be specifically verified by Contracts Management for the State. II. Outcomes A. Colorado will have a stronger system for streamline access to available LTSS. B. ADRCs will receive sustainability funding to enable the continuation of the provision of ADRC services including Information and Assistance and Options Counseling regarding LTSS. III. Goals/Objectives The goal is to advance the State of Colorado's streamlined access to available LTSS and empower Older Adults (60+) and Adults with disabilities (18+) to make informed choices regarding LTSS to remain independent in the community. The objectives to accomplish this goal are: A. Further advance a sustainable, statewide system for streamlined access to LTSS; B. Complete Random Moment Time Studies accurately and within the allotted timeframe; C. Ensure true and accurate reporting of financial requirements; D. Improve and expand statewide collaboration and partnerships with relevant Stakeholders; and E. Further develop and deliver Information and Assistance and Options Counseling as appropriate. Page 2 of 7 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD IV. Tasks/Requirements The Contractor shall: A. Further Advance a sustainable, statewide system for streamlined access to available LTSS. 1. Maintain staff to provide Information and Assistance and Options Counseling; 2. Ensure Information and Assistance Specialists and Options Counselors have a Bachelor of Arts degree in Behavioral Science/Human Services or related field or have demonstrated work or life experience working with Long -Term care Consumers and have gained knowledge necessary to perform the work functions on a year to year basis to equal the education requirement; 3. Ensure ADRC Supervisors meet the education qualifications and have demonstrated knowledge of the Person -Centered philosophy. 4. Maintain partnerships with LTSS agencies and understand their services; 5. Provide Information and Assistance; 6. Provide Options Counseling; 7. Ensure that any/all staff comply with the Health Insurance Portability and Accountability Act (HIPAA) requirements attached to this Contract; and 8. Follow the approved ADRC Policy and Procedures. B. Complete Random Moment Time Studies (RMTS) accurately and within the allotted timeframe; 1. Contractor RMTS participants shall receive an e-mail that directs them to access their survey moment through a website. The link in the e-mail directs the participant to the ADRC RMTS. The Contractor RMTS participants shall select the activity code that best describes the action being performed at the time of their selected moment; 2. The Survey Moments shall be completed within 48 business hours of receipt. Contractor shall receive a reminder email 24 -hours after each survey moment if the survey moment has not yet been completed; 3. The RMTS is mandatory and shall be completed in a timely manner. Every survey moment that is assigned must be completed; 4. The Contractor shall select one option from the activity code list; 5. Contractor shall designate one employee as the Claiming Unit Coordinator ("Coordinator"). The Coordinator provides oversight of the time study and ensures that policy decisions are implemented appropriately. The Coordinator shall ensure rosters are up-to-date, schedules are accurate, and provide training to new participants on the RMTS; 6. The Contractor shall designate an Assistant Claiming Unit Coordinator to provide back-up support for time study responsibilities unless otherwise approved by the SUA. Contractor shall inform the SUA of any changes in the RMTS Coordinator within 10 days of the change; 7. Contractor shall ensure all RMTS participants have completed the required RMTS training in order to participate in RMTS; and 8. Contractor shall ensure all RMTS participants meet an 85% or higher compliance regarding completion of surveys. Page 3 of 7 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD C. Ensure true and accurate reporting of the following financial requirements. 1. Shall conduct financial training of appropriate staff, as needed; 2. Track costs for the ADRC and submit to the SUA a quarterly standardized cost report to the SUA in the approved SUA format on October 15, January 15, April 15, and August 15, unless the date is a holiday or weekend the report shall be due the next work day; 3. Maintain auditable supporting Documentation for all cost reports submitted to the SUA; 4. Cost reports shall include a summary of the actual costs for time study participants on a quarterly basis as well as any applicable and appropriately allocated support costs (direct and indirect) as indicated on the Quarterly Cost Report; 5. Costs reports shall only include costs as allowable per Title 2CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirement for Federal Awards; 6. Submit a monthly invoice to the SUA in an approved SUA format; D. Improve and expand statewide collaboration and partnerships with relevant Stakeholders. 1. Convene an Advisory Council for the purpose of providing input and Coordination with the ADRC Program; 2. Have membership on the Advisory Council that includes a minimum of six individuals from LTSS Stakeholder groups and a minimum of one Consumer; 3. Develop partnerships with other LTSS providers and agencies within the ADRC network to better coordinate and streamline processes for Consumers accessing services; and 4. Ensure compliance with the attached HIPAA Business Associate Addendum by Contractor and any/all staff. E. Further develop and deliver Information and Assistance and Options Counseling as appropriate. "Information and Assistance" for the purposes of the ADRC Program shall mean information provided to individuals who have contacted the ADRC with a specific question or need regarding available services and/or referral to other agencies. "Options Counseling" shall be defined as a Person -Centered approach to helping individuals gain an understanding of the benefits and limitations of Long -Term Services and Support options, and the knowledge to access these resources, in order to empower them to make choices that reflect their unique needs, values and circumstances. 1. Serve individuals 60 years of age and older,18 years of age and older with a Disability, and Veterans of any age who require Long -Term Services and Supports due to a Chronic Condition; 2. Provide sufficient staff to provide Information and Assistance and Options Counseling; 3. Collect and maintain Documentation of individuals served in a SUA approved system and format; 4. Conduct a Records check for all employees, volunteers, and/or Contractors through the Colorado Bureau of Investigations (CBI) or another background check system that provides information at the same level of detail or higher than the CBI Records check that are working one-on-one with Consumers; Page 4 of 7 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 5. Develop procedures for Consumers to file a complaint and/or appeal including notifying the Consumer of the right to file and how to file; and 6. Engage in on -going Quality Assurance improvement activities. V. Performance Compliance Contractor shall take appropriate oversight and Monitoring actions to ensure compliance with Medicaid Program requirements. Actions shall be taken to ensure, at a minimum that: A. Information and Assistance and Options Counseling is available for individuals 60 years of age and older, 18 years of age and older with a Disability, and Veterans of any age who require LTSS due to a Chronic Condition; B. All RMTS training requirements are met; C. The time study is performed correctly and timely; D. The time study results are valid and timely; E. The financial data submitted is true, correct, and timely; F. Appropriate Documentation is maintained to support the time study and the claim; and G. Consumer data is maintained in SUA approved format and per the terms of this Contract. VI. Deliverables Contractor shall ensure the following deliverables are provided per the Contract. A. Information and Assistance is provided for individuals 60 years of age and older, 18 years of age and older with a Disability, and Veterans of any age who require LTSS due to a Chronic Condition; B. Options Counseling is provided for individuals 60 years of age and older, 18 years of age and older with a Disability, and Veterans of any age who require LTSS due to a Chronic Condition C. Valid, timely completed ADRC RMTS; D. True, correct, and timely Quarterly Standardized cost reports with auditable supporting Documentation; E. Improve and expand statewide collaboration and partnerships with relevant stakeholders; and F. Accurate and timely quarterly activity report as prescribed by SUA. VII. Performance Management A. The parties have identified and agreed upon the following initial Performance Measures for use by the Parties hereunder. 1. Measure: The Contractor shall provide a brief survey to each Options Counseling Consumer. At least 80% of Consumers responding will report that they had a better understanding of their options for LTSS. Impact: Individuals will improve their understanding of the LTSS options. 2. Measure: The Contractor shall provide a brief survey to each Options Counseling Consumer. At least 80% of Consumers responding will report that they found Options Counseling helpful. Impact: Individuals will remain informed and independent in the community. Page 5 of 7 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD VIII. Period of Performance The period of performance shall be the effective date of the Contract through June 30, 2021. IX. Budget The monthly amount to be received by the Contractor will be determined by the State based upon prior -quarter RMTS results, quarterly cost reports and that amount will be communicated by the State to the Contractor as soon as reasonably possible. All estimated monthly payments to the Contractor shall be reconciled against the actual quarterly ADRC Cost Report which may result in an increase or decrease to the subsequent quarter payment. The liability of the State for such payments is limited to the encumbered Contract Maximum Amount on Page 1 of this Contract. The Contractor shall be responsible to provide any additional funding needed to ensure all services and terms provided for pursuant to this Contract are met for the entirety of the Contract term. X. HIPAA Business Associate Addendum Federal law and regulations governing the privacy of certain health information requires a "Business Associate Contract" between the State and the Contractor. 45 C.F.R. Section 164.504(e). Attached and incorporated herein by reference Exhibit B and agreed to by the parties is a HIPAA Business Associate Addendum for HIPAA compliance. Terms of the Addendum shall be considered binding upon execution of this Contract and shall remain in effect during the term of the Contract including any extensions. XI. Fund Availability Financial obligations of a governmental entity contractor payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by governmental entity contractor does not create an obligation on the part of governmental entity contractor to expend funds not otherwise appropriated in each succeeding year. XII. Governmental Immunity Liability for claims for injuries to persons or property arising from the negligence of the governmental entity contractor, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10- 101, 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. XIII. Confidential Records Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all State Records unless those State Records are publicly available or subject the CORA. Page 6of7 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD XIV. Liability Liability for claims for injuries to persons or property arising from the negligence of the Contractor, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. Page 7 of 7 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD Attachment 1 to Exhibit A Definitions "Adult" shall be defined as a person aged 18 or older. Aging and Disability Resources for Colorado (ADRC) shall be defined as a network of community organizations working in a coordinated manner to provide consumers with a single point of entry to all long-term care services and supports. "ADRC Advisory Council" shall be defined as a representative body of laypersons and service providers, designated by the AAA to represent the interests of older persons within the boundaries of a Planning and Service Area. "Caregiver" shall be defined as an individual, such as a spouse, partner, family member, or friend who attends to the needs of another individual. See also Informal Supports. "Chronic Condition" for purposes of the ADRC PROGRAM, shall be defined as a condition that last a year or more and requires ongoing medical attention and/or limits an individual's ability to perform activities of daily living. "Claiming Unit Coordinator" shall be defined as the ADRC staff who administer the RMTS at state and local levels to customize for each period during which the study is being conducted. This will include ensuring rosters are up-to-date, schedules are accurate, and provide training to new participants on the RMTS. "Conflict of Interest" shall be defined as a direct official action on a matter in which the ADRC representative, provider, Council member, or other interested party has the opportunity for substantial financial, contractual, or employment gain. "Consumer" for purposes of the ADRC PROGRAM shall be defined as any individual who is 60 years of age and older or 18 years of age and older with a disability who requires long- term care services due to a chronic condition and who the ADRC has provided information to regarding long-term care services. This information may be provided to the individual, a family member, caregiver, or any professional calling on behalf of the individual, but identifying information must be obtained on the individual. For reporting purposes a consumer may also be referred to as client. "Contract" shall be defined as an agreement, allowable and enforceable by law, between two or more competent parties, for a legal consideration. More specifically, in regard to this policy, it is a legal written agreement between agencies or other entities to provide, supply, or perform on the one part, and remunerate on the other part, a particular service, goods, or materials, in (a) particular time frame(s) and location(s). "Contractor" shall be defined as an organization or person that provides goods, materials, and/or services for remuneration under the stipulations of a contract. The ADRC is the contractor for the purpose of this contract. Page 1 of 3 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD "Coordination" for purposes of the ADRC PROGRAM shall be defined as a formal or informal arrangement between two or more entities to bring together the planning and service resources of two or more public and private agencies for the purpose of expanding or strengthening services for older persons and adults with disabilities. Coordination refers to cooperative efforts, in support of common objectives, directed toward joint planning and resource development, increased quality and quantity of services, and the improvement of services to achieve a more effective and efficient comprehensive system. "Data System" for purposes of the ADRC PROGRAM, shall be defined as the SUA mandated electronic system(s) in which ADRC sites are required to enter work product data; utilized locally and at the State -level for reports and management information. "Disability" for purposes of the ADRC PROGRAM, shall be defined as a physical or mental impairment that substantially limits a major life activity. "Documentation" for purposes of the ADRC PROGRAM shall be defined as the system used to document unduplicated individual clients of the ADRC, including both I & R and Options Counseling clients and the communication between the client and the Options Counselor. Documentation includes identifying information for the individual client. "Information and Referral" for purposes of the ADRC PROGRAM shall mean information provided to individuals who have contacted the ADRC with a specific question or need regarding available services and/or referral to other agencies. "In -Kind Match" shall be defined as services, goods, or property donated by a grantee or third party, which are allowable costs of the grant, and for which no cash reimbursement is required, and which are applied to a requirement for the non-Federal/non-State share of program expenses. "Long-term assistance" for purposes of the ADRC PROGRAM shall be defined as ADRC services provided to an individual for over 30 days, but no more than 180 days. "LTSS" or "Long -Term Care Services and Supports" shall be defined as a broad range of services provided to older adults and adults with disabilities that need assistance with Activities of Daily Living (ADLs) or Instrumental Activities of Daily Living (IADLs) due to a physical, cognitive, or chronic health condition that is expected to continue for an extended period of time, typically 90 days or more. Services may be provided in the community or in a skilled nursing facility, but ideally, should enable the individual to live as independently as possible in the least restrictive setting. "Monitoring" shall be defined as a review by the contracting agency of one or more contracted activities, that may include on -site visits to the contractor agency; and/or data collection activities of contractors and subcontractors, for the purpose of assuring that the contract is being administered in accordance with the Older Americans Act programs, and that the purposes of the contract are being met. "Older American", "Older Individual", or "Older Person" shall be defined as a person who is 60 years of age or older. Page 2 of 3 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD "Options Counseling" shall be defined as a person -centered approach to helping individuals gain an understanding of the benefits and limitations of long term services and support options, and the knowledge to access these resources, in order to empower them to make choices that reflect their unique needs, values and circumstances. "Person -Centered Planning (PCP)" shall be defined as the process to develop an individualized support plan driven by an individual's own preferences, strengths and personal goals, as well as directed by the participant and/or their representative. "Program" shall be defined as a particular set of services/activities provided by an organization. "Quality Assurance" for purposes of the ADRC Program shall be defined as a system for evaluating performance in the delivery of services to clients or consumers,. "Quarterly Cost Report" State approved fiscal spreadsheet to report the costs directly related to the administration of the ADRC Program. "Records" shall be defined as any documents, including electronic data or information, compiled and maintained by ADRC representatives that are produced or obtained in the performance of program activities. "RMTS Participant" shall be defined as the staff of the Contractor receiving and completing the RMTS indicating the ADRC work completed. "Stakeholder" for purposes of the ADRC Program shall be defined as a person or group with a direct interest, involvement, or investment in long term services and supports, e.g. consumers, caregivers, and providers. "State Unit on Aging" (SUA) shall be defined as the unit in the State, designated to administer the Colorado State Plan on Aging, including Older Americans Act and Older Coloradans Act programs. In Colorado, this agency is within the Colorado Department of Human Services, Division of Aging and Adult Services. "Survey Moment" shall be defined as the specific date and time the RMTS participant is surveyed. "Veteran" for purposes of the ADRC shall be defined, in accordance with Federal Law, as any person who served honorably on active duty in the armed forces of the United States. Page 3 of 3 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD EXHIBIT B 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 Revised August 2018 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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. 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 Revised August 2018 DocuSign Envelope ID: 746FBAD4-BEA1-40OD-B2BC-758323CEF9CD 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. 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. J. 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. 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 Revised August 2018 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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. 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. 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 Revised August 2018 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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). iii. Business Associate shall provide Covered Entity a point of contact who possesses relevant Information Security knowledge and is accessible 24 hours per day, 7 days per week to assist with incident handling. iv. Business Associate, to the extent practicable, shall mitigate any harmful effect known to Business Associate of a Use or Disclosure of PHI by Business Associate in violation of this Agreement. p. Subcontractors and Breaches. i. Business Associate shall enter into a written agreement with each of its Subcontractors and agents, who create, receive, maintain, or transmit PHI on behalf of Business Associate. The agreements shall require such Subcontractors and agents to report to Business Associate any use or disclosure of PHI not provided for by this Agreement, including Security Incidents and Breaches of Unsecured Protected Health Information, on 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 Revised August 2018 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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. iii. If Business Associate believes that returning or destroying the PHI is not feasible, Business Associate shall promptly provide Covered Entity with notice of the conditions making return or destruction infeasible. Business Associate shall continue to extend the protections of Section 3 of this Agreement to such PHI, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. Page 6 of 9 HIPAA BAA Revised August 2018 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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 written assurance satisfactory to Covered Entity from Business Associate's Subcontractors and agents that they shall adequately safeguard all PHI. Page 7 of 9 HIPAA BAA Revised August 2018 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD 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. Additional Permitted Uses. In addition to those purposes set forth in Section 2(a) of the Addendum, Associate may use Protected Information as follows: None except as otherwise directed in writing by the State 2. Additional Permitted Disclosures. In addition to those purposes set forth in Section 2(b) of the Addendum, Associate may disclose Protected Information as follows: None except as otherwise directed in writing by the State 3. Subcontractor(s). The parties acknowledge that the following subcontractors or agents of Associate shall receive Protected Information in the course of assisting Associate in the performance of its obligations under this Contract: None except as otherwise directed in writing by the State 4. Receipt. Associate's receipt of Protected Information pursuant to this Contract shall be deemed to occur as follows, and Associate's obligations under the Addendum shall commence with respect to such PHI upon such receipt: None except as otherwise directed in writing by the State 5. Additional Restrictions on Use of Data. CE is a Business Associate of certain other Covered Entities and, pursuant to such obligations of CE, Associate shall comply with the following restrictions on the use and disclosure of Protected Information: As may be directed in writing by the State. 6. Additional Terms. [This section may include specifications for disclosure format, method of transmission, use of an intermediary, use of digital signatures or PKI, authentication, additional security of privacy specifications, de -identification or re -identification of data and other additional terms.] None Page 9 of 9 HIPAA BAA Revised August 2018 DocuSign Envelope ID: 746FBAD4-BEA1-40DD-B2BC-758323CEF9CD EXHIBIT C BUDGET FUNDING REQUEST AAA ADRC AND HCPF MEDICAID FUNDS WELD COUNTY, COLORADO WELD COUNTY DEPARTMENT OF HUMAN SERVICES WELD COUNTY AREA AGENCY ON AGING REGION 2B NOVEMBER 1, 2020 TO JUNE 30, 2021 BUDGET FUNDING SFY 21 TOTAL BUDGET AAA ADRC AND HCPF MEDICAID FUNDS $66,640.86 GRAND TOTAL $66,640.86 PAGE 10F1 Contract Form Entity Information New Contract Request Entity Name* Entity ID* COLORADO DEPARTMENT OF HUMAN @00003650 SERVICES Contract Name* COLORADO DEPARTMENT OF HUMAN SERVICES (2020-21 AGING AND DISABILITY RESOURCE CENTER) Contract Status CTB REVIEW Contract ID 4171 Contract Lead* CULLINTA ❑ New Entity? Parent Contract ID Requires Board Approval YES Contract Lead Email Department Project # cullinta@co.weld.co.us;cobb xxlk@co.weld.co.us Contract Description* 2020-21 AGING AND DISABILTIY RESOURCE CENTER CONTRACT. TERM: 11101/20-10131)21. AMOUNT: $66,640.86. Contract Description 2 PA ROUTING THROUGH NORMAL PROCESS FOR APPROVAL. ETA TO CTB 10/15/20. Contract Type* CONTRACT Amount * $66,640.86 Renewable* NO Automatic Renewal Grant Department HUMAN SERVICES Department Email CM- HumanServices@weldgov.co m Department Head Email CM-HurnanServices- DeptHeadc weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WELDG EY@NELDG OV.COM If this is a renewal enter previous Contract ID If this is part of a MA enter 'NSA Contract ID Requested BOCC Agenda Date* 10/2812020 Due Date 10/24/2020 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective flare Review Date* 09101/'2021 Renewal Date Termination Notice Period Contact. Information Contact Info Contact Name Purchasing Committed Delivery Date Expiration Date* 10/31 /2021 Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Approver Purchasing Approved Date Approval Process Department Head JAMIE ULRICH DH Approved Date 10/14/2020 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 10/21/2020 Originator CU WINTA Finance Approver CHRIS D'OVIDIO Legal Counsel GABE KALOUSEK Finance Approved Date Legal Counsel Approved Date 10/16/2020 10/1912020 Tyler Ref # AG 102120 Hello