HomeMy WebLinkAbout20202588.tiffRESOLUTION
RE: APPROVE CONTRACT FOR AREA AGENCY ON AGING (AAA) SERVICES AND
AUTHORIZE CHAIR TO SIGN AND SUBMIT ELECTRONICALLY
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Contract for Area Agency on
Aging (AAA) Services between the County of Weld, State of Colorado, by and through the Board
of County Commissioners of Weld County, on behalf of the Department of Human Services, Area
Agency on Aging, and the Colorado Department of Human Services, Office of Adult, Aging and
Disability Services, Division of Aging and Adult Services, commencing September 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 Area Agency on Aging (AAA) Services between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Human Services, and 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 24th day of August, A.D., 2020.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: di t_ jeito �r
Weld County Clerk to the Board
Mike Freeman, Chair
Stev
BY:
Deputy Clerk to the Board
APPRO D AS
unty £ ttorney
Date of signature: (0%9/2 -
Kevin D. Ross
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of/27/;2,O
2020-2588
HR0092
1O3 `
PRIVILEGED AND CONFIDENTIAL
MEMORANDUM
DATE: August 17, 2020
TO: Board of County Commissioners — Pass -Around
FR: Jamie Ulrich, Director, Human Services
RE: State of Colorado Department of Human Services Contract
21 IHEA 160180 for Area Agency on Aging (AAA)
Services
Please review and indicate if you would like a work session prior to placing this item on the
Board's agenda.
Request Board Approval of the Department's State of Colorado Department of Human
Services Contract 21 IHEA 160180 for Area Agency on Aging (AAA) Services. The Weld
County Area on Aging (AAA) receives funding annually from the CDHS, State Unit on Aging,
to provide Older Americans Act and other services to Weld County older adults. The State
provided the Weld County AAA with a two -month holdover letter for July and August 2020 and
has now issued a contract for the remainder the fiscal year; September 1, 2020 through June 30,
2021. This contract provides the necessary funding, in the amount of $2,445,652.00, for Weld
County AAA to continue to serve older adults. The term of this contract is September 1, 2020,
through June 30, 2021.
This contract has been reviewed and approved by Legal (G. Kalousek). Signature is requested by
the State through DocuSign as soon as possible.
I do not recommend a Work Session. I recommend approval of this Contract and authorize the
Chair to sign via DocuSign.
Mike Freeman, Chair
Scott James
Barbara Kirkmeyer
Steve Moreno, Pro -Tern
Kevin Ross
Approve Schedule Other/Comments:
Recommendation Work Session
YYiE
Pass -Around Memorandum; August 17, 2020 — CMS 4039 2020-2588
DocuSign Envelope ID: C5266ED0-4F0B-478F-9121-363F4AC91251
21 IHEA 160180
eClearance: 2009621
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
SFY 21
Maximum Amount for All Fiscal Years
$2,445,652.00
$2,445,652.00
Work completed between July 1, 2020 and the Effective Date of
Contract which shall be paid from Holdover Notice 21 IHEA
159966.
Contract Performance Beginning Date
The later of the Effective Date or 09/01/20
Initial Contract Expiration Date
06/30/21
Except as stated in §2B, the total duration of this Contract,
including the exercise of any options to extend, shall not
exceed Five (5) Years from its Performance Beginning Date.
Pricing/Funding
Price Structure: Cost Reimbursement
Contractor shall invoice: Monthly
Fund Source:
Federal Funds Older Americans Act (OAA)
OAA TITLE III - Part B / 2001 COOASS-02
OAA TITLE III - Part C1 / 2001COOACM-02
OAA TITLE III - Part C2 / 2001 COOAHD-02
OAA TITLE III Part D / 2001 COOAPH-02
OAA TITLE III Part E / 2001 COOAFC-02
OAA TITLE VII EA / 2001 COOAEA-02
OAA TITLE VII OMB / 2001 COOAOM-02
State Funding for Senior Services — State Long Bill
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: Yes
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, Director
Weld County Department of Human Services
Weld County Area Agency on Aging
315 C. N. 11th Ave.
P.O. Box 1805
Greeley, CO 80631
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Exhibits
The following Exhibits are attached and incorporated into this Contract:
Exhibit A -
Exhibit B -
Exhibit C -
Exhibit D -
Exhibit E -
Statement of Work
Miscellaneous Provisions
HIPAA Business Associate Addendum
Budget Funding Request
Supplemental Provisions for Federal Awards
Contract Purpose
In accordance with the provisions of this contract and its exhibits and attachments, the Contractor shall:
Funds are received through the U.S. Administration for Community Living (ACL) and State Funding for Senior Services for
the AAAs to provide services for older adults within each designated planning and services area of Weld County. Services
include: congregate meals and home delivered meals; transportation; in -home services; caregiver services; ombudsman
services; legal assistance; material aid; and health promotion through evidence -based programs. It is the intent of the parties
to fulfill the mandates of the Older Americans Act and State Funding for Senior Services (OAA/SFSS) to develop greater
capacity and foster the development and implementation of comprehensive and coordinated systems to secure and maintain
maximum independence and dignity for older adults. The distribution of funds is monitored and approved by the State Unit
on Aging (SUA).
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THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract
and to bind the Party authorizing his or her signature.
CONTRACTOR
Weld County, Colorado
Weld County Department of Human Services
Weld County Area Agency on Aging
-DocuSigned by:
AkiLt. IVY t,wtadA,
\—AC07DD9D0EBF4D3...
Date:
By: Mike Freeman, Chair
8/24/2020
STATE OF COLORADO
Jared S. Polis, Governor
Department of Human Services
Michelle Barnes, Executive Director
p—DocuSigned by:
\-- B0285F7541534AD...
By: Yolanda Webb, Office Director
Office of Adult, Aging & Disability Services
Date:
8/24/2020
2nd State or Contractor Signature if Needed
By: Name & Title of Person Signing for Signatory
Date:
LEGAL REVIEW
Philip J. Weiser, Attorney General
By:
Assistant Attorney General
Date:
In accordance with §24-30-202 C.R.S., this Contract is not valid until signed and dated below by the State Controller or an
authorized delegate.
By:
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
DocuSigned by:
70.1A; ZO,;1 ,»oe,1.
¼.____D bb 41b
Andrea Eurich/JanetAl iks/Toni Williamson
Colorado Department of Human Services
Effective Date:
8/25/2020
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TABLE OF CONTENTS
SIGNATURE AND COVER PAGES 1
1. PARTIES 2
2. TERM AND EFFECTIVE DATE 2
3. DEFINITIONS 2
4. STATEMENT OF WORK 2
5. PAYMENTS TO CONTRACTOR 2
6. REPORTING - NOTIFICATION 2
7. CONTRACTOR RECORDS 2
8. CONFIDENTIAL INFORMATION -STATE RECORDS 2
9. CONFLICTS OF INTEREST 2
10. INSURANCE 2
11. BREACH OF CONTRACT 2
12. REMEDIES 2
13. STATE'S RIGHT OF REMOVAL 2
14. DISPUTE RESOLUTION 2
15. NOTICES AND REPRESENTATIVES 2
16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 2
17. STATEWIDE CONTRACT MANAGEMENT SYSTEM 2
18. GENERAL PROVISIONS 2
19. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 2
20. DEPARTMENT OF HUMAN SERVICES PROVISIONS 2
21. SAMPLE OPTION LETTER (IF APPLICABLE) 2
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
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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
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sum of any and all reimbursement shall not exceed the maximum amount payable to
Contractor hereunder.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Breach of Contract" means the failure of a Party to perform any of its obligations in
accordance with this Contract, in whole or in part or in a timely or satisfactory manner. The
institution of proceedings under any bankruptcy, insolvency, reorganization or similar law,
by or against Contractor, or the appointment of a receiver or similar officer for Contractor
or any of its property, which is not vacated or fully stayed within 30 days after the
institution of such proceeding, shall also constitute a breach. If Contractor is debarred or
suspended under §24-109-105, C.R.S. at any time during the term of this Contract, then
such debarment or suspension shall constitute a breach.
B. "Business Day" means any day other than Saturday, Sunday, or a Legal Holiday as listed
in §24-11-101(1) C.R.S.
C. "Chief Procurement Officer" means the individual to whom the Executive Director has
delegated his or her authority pursuant to §24-102-202(6), C.R.S. to procure or supervise
the procurement of all supplies and services needed by the state.
D. "CJI" means criminal justice information collected by criminal justice agencies needed for
the performance of their authorized functions, including, without limitation, all information
defined as criminal justice information by the U.S. Department of Justice, Federal Bureau
of Investigation, Criminal Justice Information Services Security Policy, as amended and all
Criminal Justice Records as defined under 24-72-302 C.R.S.
E. "Contract" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto. For purposes of clarification and the removal of any doubt, subject to
any future modifications thereto, the Signature and Cover Pages and Sections 1 through 21,
as identified in the Table of Contents herein above, shall constitute the "main body" of this
Contract exclusively.
F. "Contract Funds" means the funds that have been appropriated, designated, encumbered,
or otherwise made available for payment by the State under this Contract.
G. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S.
H. "End of Term Extension" means the time period defined in §2.D.
I. "Effective Date" means the date on which this Contract is approved and signed by the
Colorado State Controller or designee, as shown on the Signature Page for this Contract. If
this Contract is for a Major Information Technology Project, as defined in §24-37.5-
102(2.6), then Effective Date of this Contract shall be the later of the date on which this
Contract is approved and signed by the State's Chief Information Officer or authorized
delegate or the date on which this Contract is approved and signed by the State Controller
or authorized delegate, as shown on the Signature and Cover Page for this Contract.
J. "Exhibits" means the exhibits and attachments included with this Contract as shown on the
Signature and Cover Pages for this Contract..
K. "Extension Term" means the time period defined in §2.C.
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L. "Goods" means any movable material acquired, produced, or delivered by Contractor as set
forth in this Contract and shall include any movable material acquired, produced, or
delivered by Contractor in connection with the Services.
M. "Incident" means any accidental or deliberate event that results in or constitutes an
imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or
destruction of any communications or information resources of the State, which are
included as part of the Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents
include, without limitation, (i) successful attempts to gain unauthorized access to a State
system or State Information regardless of where such information is located; (ii) unwanted
disruption or denial of service; (iii) the unauthorized use of a State system for the
processing or storage of data; or (iv) changes to State system hardware, firmware, or
software characteristics without the State's knowledge, instruction, or consent.
N. "Initial Term" means the time period defined in §2.B.
O. "Party" means the State or Contractor, and "Parties" means both the State and Contractor.
P. "PCI" means payment card information including any data related to credit card holders'
names, credit card numbers, or the other credit card information as may be protected by
state or federal law.
"PII" means personally identifiable information including, without limitation, any
information maintained by the State about an individual that can be used to distinguish or
trace an individual's identity, such as name, social security number, date and place of birth,
mother's maiden name, or biometric records; and any other information that is linked or
linkable to an individual, such as medical, educational, financial, and employment
information. PII includes, but is not limited to, all information defined as personally
identifiable information in §24-72-501 C.R.S.
R. "PHI" means any protected health information, including, without limitation any
information whether oral or recorded in any form or medium: (i) that relates to the past,
present or future physical or mental condition of an individual; the provision of health care
to an individual; or the past, present or future payment for the provision of health care to an
individual; and (ii) that identifies the individual or with respect to which there is a
reasonable basis to believe the information can be used to identify the individual. PHI
includes, but is not limited to, any information defined as Individually Identifiable Health
Information by the federal Health Insurance Portability and Accountability Act.
S. "Services" means the services to be performed by Contractor as set forth in this Contract,
and shall include any services to be rendered by Contractor in connection with the Goods.
T. "State Confidential Information" means any and all State Records not subject to
disclosure under CORA. State Confidential Information shall include, but is not limited to,
PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure
under CORA. State Confidential Information shall not include information or data
concerning individuals that is not deemed confidential but nevertheless belongs to the State,
which has been communicated, furnished, or disclosed by the State to Contractor which (i)
is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without
restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes
publicly available without breach of any obligation owed by Contractor to the State; (iv) is
disclosed to Contractor, without confidentiality obligations, by a third party who has the
right to disclose such information; or (v) was independently developed without reliance on
any State Confidential Information.
Q.
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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.
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c. The State shall pay each invoice within 45 days following the State's receipt of
that invoice, so long as the amount invoiced correctly represents Work
completed by Contractor and previously accepted by the State during the term
that the invoice covers. If the State determines that the amount of any invoice is
not correct, then Contractor shall make all changes necessary to correct that
invoice.
d. The acceptance of an invoice shall not constitute acceptance of any Work
performed or deliverables provided under the Contract.
ii. Interest
Amounts not paid by the State within 45 days of the State's acceptance of the invoice
shall bear interest on the unpaid balance beginning on the 45th day at the rate of 1%
per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided,
however, that interest shall not accrue on unpaid amounts that the State disputes in
writing. Contractor shall invoice the State separately for accrued interest on
delinquent amounts, and the invoice shall reference the delinquent payment, the
number of day's interest to be paid and the interest rate.
iii. Payment Disputes
If Contractor disputes any calculation, determination or amount of any payment,
Contractor shall notify the State in writing of its dispute within 30 days following the
earlier to occur of Contractor's receipt of the payment or notification of the
determination or calculation of the payment by the State. The State will review the
information presented by Contractor and may make changes to its determination
based on this review. The calculation, determination or payment amount that results
from the State's review shall not be subject to additional dispute under this
subsection. No payment subject to a dispute under this subsection shall be due until
after the State has concluded its review, and the State shall not pay any interest on any
amount during the period it is subject to dispute under this subsection.
iv. Available Funds -Contingency -Termination
The State is prohibited by law from making commitments beyond the term of the
current State Fiscal Year. Payment to Contractor beyond the current State Fiscal Year
is contingent on the appropriation and continuing availability of Contract Funds in
any subsequent year (as provided in the Colorado Special Provisions). If federal funds
or funds from any other non -State funds constitute all or some of the Contract Funds
the State's obligation to pay Contractor shall be contingent upon such non -State
funding continuing to be made available for payment. Payments to be made pursuant
to this Contract shall be made only from Contract Funds, and the State's liability for
such payments shall be limited to the amount remaining of such Contract Funds. If
State, federal or other funds are not appropriated, or otherwise become unavailable to
fund this Contract, the State may, upon written notice, terminate this Contract, in
whole or in part, without incurring further liability. The State shall, however, remain
obligated to pay for Services and Goods that are delivered and accepted prior to the
effective date of notice of termination, and this termination shall otherwise be treated
as if this Contract were terminated in the public interest as described in §2.E.
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v. Option to Increase Maximum Amount
If the Signature and Cover Pages for this Contract show that the State has the Option
to Increase or Decrease Maximum Amount, then the State, at its discretion, shall have
the option to increase or decrease the statewide quantity of Goods and Services based
upon the rates established in this Contract, and increase the maximum amount payable
accordingly. In order to exercise this option, the State shall provide written notice to
Contractor in a form substantially equivalent to §21 "Sample Option Letter."
Delivery of Goods and performance of Services shall continue at the same rates and
terms as described in this Contract. The State may include and incorporate a revised
budget with the option letter, as long as the revised budget does not unilaterally
change rates or terms specified in the Contract.
6. REPORTING - NOTIFICATION
A. Quarterly Reports.
In addition to any reports required pursuant to §17 or pursuant to any other Exhibit, for any
contract having a term longer than 3 months, Contractor shall submit, on a quarterly basis, a
written report specifying progress made for each specified performance measure and
standard in this Contract. Such progress report shall be in accordance with the procedures
developed and prescribed by the State. Progress reports shall be submitted to the State at the
time or times specified by the State in this Contract, or, if no time is specified in this
Contract, not later than 5 Business Days following the end of each calendar quarter.
B. Litigation Reporting
If Contractor is served with a pleading or other document in connection with an action
before a court or other administrative decision making body, and such pleading or
document relates to this Contract or may affect Contractor's ability to perform its
obligations under this Contract, Contractor shall, within 5 days after being served, notify
the State of such action and deliver copies of such pleading or document to the State's
principal representative identified on the Signature and Cover Pages as provided in §15.
C. Performance Outside the State of Colorado or the United States, §24-102-206 C.R.S.
To the extent not previously disclosed in accordance with §24-102-206, C.R.S., Contractor
shall provide written notice to the State, in accordance with §15 and in a form designated
by the State, within 20 days following the earlier to occur of Contractor's decision to
perform Services outside of the State of Colorado or the United States, or its execution of
an agreement with a Subcontractor to perform, Services outside the State of Colorado or the
United States. Such notice shall specify the type of Services to be performed outside the
State of Colorado or the United States and the reason why it is necessary or advantageous to
perform such Services at such location or locations, and such notice shall be a public
record. Knowing failure by Contractor to provide notice to the State under this section shall
constitute a breach of this Contract. This section shall not apply if the Contract Funds
include any federal funds.
7. CONTRACTOR RECORDS
A. Maintenance
Contractor shall maintain a file of all documents, records, communications, notes and other
materials relating to the Work (the "Contractor Records"). Contractor Records shall include
all documents, records, communications, notes and other materials maintained by
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Contractor that relate to any Work performed by Subcontractors, and Contractor shall
maintain all records related to the Work performed by Subcontractors required to ensure
proper performance of that Work. Contractor shall maintain Contractor Records until the
last to occur of: (i) the date 3 years after the date this Contract expires or is terminated, (ii)
final payment under this Contract is made, (iii) the resolution of any pending Contract
matters, or (iv) if an audit is occurring, or Contractor has received notice that an audit is
pending, the date such audit is completed and its findings have been resolved (the "Record
Retention Period").
B. Inspection
Contractor shall permit the State to audit, inspect, examine, excerpt, copy and transcribe
Contractor Records during the Record Retention Period. Contractor shall make Contractor
Records available during normal business hours at Contractor's office or place of business,
or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days'
notice from the State, unless the State determines that a shorter period of notice, or no
notice, is necessary to protect the interests of the State.
C. Monitoring
The State, in its discretion, may monitor Contractor's performance of its obligations under
this Contract using procedures as determined by the State. The State shall monitor
Contractor's performance in a manner that does not unduly interfere with Contractor's
performance of the Work.
D. Final Audit Report
Contractor shall promptly submit to the State a copy of any final audit report of an audit
performed on Contractor's records that relates to or affects this Contract or the Work,
whether the audit is conducted by Contractor or a third party.
8. CONFIDENTIAL INFORMATION -STATE RECORDS
A. Confidentiality
Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all
State Records, unless those State Records are publicly available. Contractor shall not,
without prior written approval of the State, use, publish, copy, disclose to any third party, or
permit the use by any third party of any State Records, except as otherwise stated in this
Contract, permitted by law, or approved in writing by the State. Contractor shall provide
for the security of all State Confidential Information in accordance with all policies
promulgated by the Colorado Office of Information Security and all applicable laws, rules,
policies, publications, and guidelines. If Contractor or any of its Subcontractors will or may
receive the following types of data, Contractor or its Subcontractors shall provide for the
security of such data according to the following: (i) the most recently promulgated IRS
Publication 1075 for all Tax Information and in accordance with the Safeguarding
Requirements for Federal Tax Information attached to this Contract as an Exhibit, if
applicable, (ii) the most recently updated PCI Data Security Standard from the PCI Security
Standards Council for all PCI, (iii) the most recently issued version of the U.S. Department
of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security
Policy for all CJI, and (iv) the federal Health Insurance Portability and Accountability Act
for all PHI and the HIPAA Business Associate Agreement attached to this Contract, if
applicable. Contractor shall immediately forward any request or demand for State Records
to the State's principal representative.
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B. Other Entity Access and Nondisclosure Agreements
Contractor may provide State Records to its agents, employees, assigns and Subcontractors
as necessary to perform the Work, but shall restrict access to State Confidential Information
to those agents, employees, assigns and Subcontractors who require access to perform their
obligations under this Contract. Contractor shall ensure all such agents, employees, assigns,
and Subcontractors sign agreements containing nondisclosure provisions at least as
protective as those in this Contract, and that the nondisclosure provisions are in force at all
times the agent, employee, assign or Subcontractor has access to any State Confidential
Information. Contractor shall provide copies of those signed nondisclosure provisions to the
State upon execution of the nondisclosure provisions.
C. Use, Security, and Retention
Contractor shall use, hold and maintain State Confidential Information in compliance with
any and all applicable laws and regulations in facilities located within the United States,
and shall maintain a secure environment that ensures confidentiality of all State
Confidential Information wherever located. Contractor shall provide the State with access,
subject to Contractor's reasonable security requirements, for purposes of inspecting and
monitoring access and use of State Confidential Information and evaluating security control
effectiveness. Upon the expiration or termination of this Contract, Contractor shall return
State Records provided to Contractor or destroy such State Records and certify to the State
that it has done so, as directed by the State. If Contractor is prevented by law or regulation
from returning or destroying State Confidential Information, Contractor warrants it will
guarantee the confidentiality of, and cease to use, such State Confidential Information.
D. Incident Notice and Remediation
If Contractor becomes aware of any Incident, it shall notify the State immediately and
cooperate with the State regarding recovery, remediation, and the necessity to involve law
enforcement, as determined by the State. Unless Contractor can establish that none of
Contractor or any of its agents, employees, assigns or Subcontractors are the cause or
source of the Incident, Contractor shall be responsible for the cost of notifying each person
who may have been impacted by the Incident. After an Incident, Contractor shall take steps
to reduce the risk of incurring a similar type of Incident in the future as directed by the
State, which may include, but is not limited to, developing and implementing a remediation
plan that is approved by the State, at no additional cost to the State. The State may, in its
sole discretion and at Contractor's sole expense, require Contractor to engage the services
of an independent, qualified, State -approved third party to conduct a security audit.
Contractor shall provide the State with the results of such audit and evidence of
Contractor's planned remediation in response to any negative findings.
E. Data Protection and Handling
Contractor shall ensure that all State Records and Work Product in the possession of
Contractor or any Subcontractors are protected and handled in accordance with the
requirements of this Contract, including the requirements of any Exhibits hereto, at all
times.
F. Safeguarding PII
If Contractor or any of its Subcontractors will or may receive PII under this Contract,
Contractor shall provide for the security of such PII, in a manner and form acceptable to the
State, including, without limitation, State non -disclosure requirements, use of appropriate
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technology, security practices, computer access security, data access security, data storage
encryption, data transmission encryption, security inspections, and audits. Contractor shall
be a "Third -Party Service Provider" as defined in §24-73-103(1)(i), C.R.S. and shall
maintain security procedures and practices consistent with §§24-73-101 et seq., C.R.S.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Contractor shall not engage in any business or activities, or maintain any relationships that
conflict in any way with the full performance of the obligations of Contractor under this
Contract. Such a conflict of interest would arise when a Contractor or Subcontractor's
employee, officer or agent were to offer or provide any tangible personal benefit to an
employee of the State, or any member of his or her immediate family or his or her partner,
related to the award of, entry into or management or oversight of this Contract.
B. Apparent Conflicts of Interest
Contractor acknowledges that, with respect to this Contract, even the appearance of a
conflict of interest shall be harmful to the State's interests. Absent the State's prior written
approval, Contractor shall refrain from any practices, activities or relationships that
reasonably appear to be in conflict with the full performance of Contractor's obligations
under this Contract.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a
conflict or the appearance of a conflict has arisen, Contractor shall submit to the State a
disclosure statement setting forth the relevant details for the State's consideration. Failure
to promptly submit a disclosure statement or to follow the State's direction in regard to the
actual or apparent conflict constitutes a breach of this Contract.
D. Contractor shall maintain a written conflict of interest policy. Contractor shall provide the
written conflict of interest policy to the State upon request.
10. INSURANCE
Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain and
maintain, insurance as specified in this section at all times during the term of this Contract to the
extent that such insurance policies are required as shown on the Signature and Cover Page for
this Contract. All insurance policies required by this Contract shall be issued by insurance
companies as approved by the State.
A. General Liability
Commercial general liability insurance covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any 1 fire.
v.
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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.
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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
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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:
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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
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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,
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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
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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.
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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.
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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,
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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.
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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
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discretion, payments made to Contractor in error for any reason, including, but not limited
to, overpayments or improper payments, and unexpended or excess funds received by
Contractor by deduction from subsequent payments under this Contract, deduction from
any payment due under any other contracts, grants or agreements between the State and
Contractor, or by any other appropriate method for collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq. C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and
services] Contractor certifies, warrants, and agrees that it does not knowingly employ or
contract with an illegal alien who will perform work under this Contract and will confirm
the employment eligibility of all employees who are newly hired for employment in the
United States to perform work under this Contract, through participation in the E -Verify
Program or the State verification program established pursuant to §8-17.5-102(5)(c),
C.R.S., Contractor shall not knowingly employ or contract with an illegal alien to perform
work under this Contract or enter into a contract with a Subcontractor that fails to certify to
Contractor that the Subcontractor shall not knowingly employ or contract with an illegal
alien to perform work under this Contract. Contractor (i) shall not use E -Verify Program or
the program procedures of the Colorado Department of Labor and Employment
("Department Program") to undertake pre -employment screening of job applicants while
this Contract is being performed, (ii) shall notify the Subcontractor and CDHS within 3
days if Contractor has actual knowledge that a Subcontractor is employing or contracting
with an illegal alien for work under this Contract, (iii) shall terminate the subcontract if a
Subcontractor does not stop employing or contracting with the illegal alien within 3 days of
receiving the notice, and (iv) shall comply with reasonable requests made in the course of
an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado
Department of Labor and Employment. If Contractor participates in the Department
program, Contractor shall deliver to CDHS a written, notarized affirmation, affirming that
Contractor has examined the legal work status of such employee, and shall comply with all
of the other requirements of the Department program. If Contractor fails to comply with
any requirement of this provision or §§8-17.5-101 et seq., C.R.S., 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
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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.
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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.
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21. SAMPLE OPTION LETTER (IF APPLICABLE)
State Agency
Insert Department's or IHE's Full Legal Name
Option Letter Number
Insert the Option Number (e.g. "1" for the first option)
Contractor
Insert Contractor's Full Legal Name, including
"Inc.", "LLC", etc...
Original Contract Number
Insert CMS number or Other Contract Number of the Original Contract
Current Contract Maximum Amount
Initial Term
State Fiscal Year 20xx $0.00
Extension Terms
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
State Fiscal Year 20xx $0.00
Total for All State Fiscal Years $0.00
Option Contract Number
Insert CMS number or Other Contract Number of this Option
Contract Performance Beginning Date
Month Day, Year
Current Contract Expiration Date
Month Day, Year
1. OPTIONS:
A. Option to extend for an Extension Term
B. Option to change the quantity of Goods under the Contract
C. Option to change the quantity of Services under the Contract
D. Option to modify Contract rates
E. Option to initiate next phase of the Contract
2. REQUIRED PROVISIONS:
A. For use with Option 1(A): In accordance with Section(s) Number of the Original Contract referenced above, the State hereby
exercises its option for an additional term, beginning Insert start date and ending on the current contract expiration date shown
above, at the rates stated in the Original Contract, as amended.
B. For use with Options 1(B and C): In accordance with Section(s) Number of the Original Contract referenced above, the State
hereby exercises its option to Increase/Decrease the quantity of the Goods/Services or both at the rates stated in the Original
Contract, as amended.
C. For use with Option 1(D): In accordance with Section(s) Number of the Original Contract referenced above, the State hereby
exercises its option to modify the Contract rates specified in Exhibit/Section Number/Letter. The Contract rates attached to this
Option Letter replace the rates in the Original Contract as of the Option Effective Date of this Option Letter.
D. For use with Option 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
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EXHIBIT A
STATEMENT OF WORK
Table of Contents
EXHIBIT A
Statement of Work 1
Section I Executive Summary and Recitals 1
Section II References 3
Section III Requirements and Services 4
A General Requirements 4
B Program Requirements 6
C Performance Management 7
D Management and Administration 9
E Area Plan and Administration 10
F Programs and Services Delivery 10
G Program Income 11
H Funding Request 11
I Data Collection and Reporting 12
J Coordination and Advocacy Plan 13
K Elder Rights and Abuse Prevention Services 13
L Supportive Services 15
M Nutrition Services 16
N Caregiver Services 18
ATTACHMENT A TO EXHIBIT A Definitions
EXHIBIT B Miscellaneous Provisions
EXHIBIT C HIPAA Business Associate Addendum
EXHIBIT D Budget Funding Request
EXHIBIT E Supplemental Provisions for Federal Awards
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SECTION I
EXECUTIVE SUMMARY AND RECITALS
As used herein, unless otherwise required based upon the context of use, the words and
phrases set forth in Attachment A to this Exhibit A shall be the definitions ascribed hereto.
Background
It is the intent of the parties to fulfill the mandates of the Older Americans Act and the State
Funding for Senior Services (OAA/SFSS) to develop greater capacity and foster the
development and implementation of Comprehensive and Coordinate Service Delivery System to
secure and maintain maximum independence and dignity for Older Adults. Therefore, it is the
desire of the Colorado Department of Human Services (CDHS), herein referred to as the State,
and the Area Agency on Aging (AAA), herein referred to as the Contractor, to enter into this
contract to provide services and Programs for Consumers in assigned Planning and Service
Areas (PSA).
A. The following statements describe essential facts that are relied upon when entering into
this contract. These statements ensure that the minimum requirements have been met.
1. The State receives certain Federal and State funds to provide an array of
services to eligible Consumers in Colorado. The State distributes the funds to
the Contractor, which may be a local government, Nonprofit agency, or other
local entity to deliver services for Older Adults, and other eligible individuals, in
the PSA served by the Contractor.
2. The State, through the Department of Human Services, is the policy -making body
for the Older Americans Act and State Funding for Senior Services, and for
Programs operated by the Contractor under this contract that receive funding
from the State.
3. The State is authorized by statute to provide the Contractor with direction on the
use of such funds and to enter into contracts that specify how the Contractor will
use these funds to provide services in accordance with Older Americans Act
Programs, as described in 12 Colorado Code of Regulations 2510-1 Rule
Manual, Staff Manual Volume 10.
4. The Contractor is accountable to the State for using funds obtained through this
Contract appropriately in the delivery of services for Older Adults and other
eligible individuals, and for complying with applicable state and federal laws,
policies, audit requirements, contract requirements and State directives.
5. The State is authorized by statute to monitor the Contractor's use and
management of these funds; to oversee its governance of the human services
Programs in the Contractor's assigned PSA; and to review the Contractor's
compliance with law, policies, audit requirements, contract requirements, and
State policy directives.
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6. The State Monitoring of the Contractor shall be conducted annually. The
Monitoring shall be determined in Coordination with the Contractor and the State
of the key service Programs. The State will determine if the Monitoring is
conducted on -site or by a desk Evaluation. If there are compliance findings, the
Contractor shall complete and submit to the State a written response requiring an
action plan and timeline to ensure compliance.
7. In accordance with the current plan objectives cited in the "State Plan on Aging"
regarding Monitoring performance of contracted Area Agencies on Aging, the
State will, at a minimum, perform Evaluations to ensure reporting compliance by
reviewing programmatic and financial performance and communicating
deficiencies to the Contractor as needed.
8. The State may refuse to contract with, and may take legal action against, the
Contractor that breaches its contract with the State or fails to use or expend
contract funds in accordance with applicable laws, policies, and State directives.
9. State fiscal rules require that a contractor shall have a fully executed contract
prior to delivery of services.
B. Titles III and VII of the Older Americans Act (OAA) provide grants for State and
community -based Programs to foster the development and implementation of a
Comprehensive and Coordinated Service Delivery System to serve Consumers in their
communities. Specifically, the OAA authorizes states to contract with Area Agencies on
Aging to provide an array of community services, as approved by the State.
These services may include, but are not limited to:
1. Elder Abuse Prevention services including: Long -Term Care (LTC) Ombudsman
and Legal Assistance Services;
2. Supportive Services such as: Information and Assistance, Case Management,
Assisted Transportation, Outreach, Transportation, Adult Day Care, Chore,
Homemaker, and Personal Care;
3. Nutrition Services such as Congregate Meals, Home -Delivered Meals, Nutrition
Counseling, Nutrition Education, and Nutrition Screening;
4. Health Promotion and Evidence -Based Disease Prevention Programs such as
Health Promotion, Education, and Screening; and,
5. Caregiver support services such as Respite, Counseling, and Education
Programs.
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SECTION II
REFERENCES
In addition to the "Conformance of Law" requirements set forth at Paragraph P. of the contract
General Provisions, the Contractor and its agent(s) shall at all times during the term of this
contract, be bound by and strictly adhere to the following Federal and State laws, rules,
regulations and the State Unit on Aging (SUA) Policies and Procedures as they currently exist
and may hereafter be amended, which documents are incorporated herein by this reference:
A. Federal Older Americans Act;
B. Code of Federal Regulation (CFR), Title 45 Public Welfare;
C. Older Coloradans Act, C.R.S. 26-11-100.1 et seq.;
D. C.R.S. Title 25 Health and 26 Human Services Code;
E. Colorado Long -Term Care Ombudsman Act, C.R.S. 26-11.5 et seq.;
F. Colorado Department of Human Services Staff Manual Volume 10;
G. Administration on Aging Fiscal Guide, Older Americans Act, Titles III and VII;
H. Colorado Retail Food Establishment Rules and Regulations;
I. Dietary Guidelines for Americans;
J. Dietary Reference Intakes (DRIs);
K. SUA Policy and Procedures Manual;
L. SUA Policy Directives;
M. Code of Federal Regulation (CFR) Title 48 Section 3.908 Whistleblower Protection;
N. Title II Part 200 of the Code of Federal Regulations; and
O. CAPS Fees C.R.S. 24-75-402; CAPS Statute C.R.S. 26-3.1-111; CAPS Implementation
Regulation 12 CCR 2518-1, Volume 30.960
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SECTION III
REQUIREMENTS AND SERVICES
A. GENERAL REQUIREMENTS
1. COMPLIANCE WITH LAW
Contracting organizations shall comply with Federal, State, and local laws, rules,
regulations, standards, and contractual requirements applicable to providing the
contracted service(s).
2. COMPLIANCE WITH SERVICE STANDARDS
Contracting organizations shall comply with applicable Program policies and
standards included in this contract. Services shall be implemented according to
these standards, unless the State has, granted a waiver of compliance.
Proposals for any waivers must be identified in the Area Agency on Aging
Funding Request.
3. SERVICE ELIGIBILITY
Eligibility for services is controlled by laws and regulations relating to the
OAA/SFSS. Contracting organizations must comply with eligibility criteria.
A Means Test may not be utilized to determine eligibility for OAA/SFSS services.
Service may not be denied to a Consumer based on their unwillingness or
inability to contribute toward the cost of the service.
4. TARGET POPULATIONS
Contracting organizations must seek to serve eligible Consumers, with particular
attention to older individuals identified in Section 306, Area Plans (4)(A)(i) of the
OAA. Older individuals identified in this section include:
a. Older individuals with Greatest Social Need;
b. Older individuals with Greatest Economic Need;
c. Older individuals at risk for institutional placement;
d. Low -Income minority older individuals;
e. Older individuals with limited English proficiency; and
f. Older individuals residing in Rural areas.
5. SERVICE COORDINATION
The Contractor shall show demonstrable efforts are being made with other aging
service providers within the geographic service area to ensure that a
comprehensive, coordinated system of services are available to older people.
The Contractor shall document these Coordination efforts.
6. INVOLVEMENT OF OLDER PERSONS
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Contracting organizations shall involve older persons, including program
Consumers, in decisions relative to service design, delivery, and ongoing quality
improvement processes.
7. VOLUNTEERS
If the Contracting organization utilizes volunteers to provide services, the
Contracting organization shall document how volunteers will be utilized in the
Program(s) including, but not limited to, the use of time sheets and job
descriptions.
8. EVALUATION
The Contractor shall implement a quality improvement process, which includes,
at a minimum, Monitoring of service quality and Consumer satisfaction.
Method of receiving Consumer input on the quality of service needs to be
documented and utilized on a regular basis. Examples include site councils,
project councils, Consumer forums, Consumer satisfaction surveys, telephone
interviews, and visits.
9. ACCOUNTING SYSTEM REQUIREMENTS
The Contractor shall establish and maintain an accounting system that
adequately identifies each revenue source and the application of funds. The
accounting records shall contain information pertaining to projects, contracts or
sub -awards, authorizations, obligations, unobligated balances, assets, liabilities,
outlays, expenditures and revenue. Each funding source shall bear only
reasonable and allowable costs.
Transactions and other significant events shall be clearly documented. The
documentation is to be readily available for examination by persons authorized
by the State.
The Contractor shall establish and maintain adequate Internal Control systems and
standards that apply to the operation of the organization.
10. AUDIT REQUIREMENTS
This contract is funded with Federal financial assistance funds and State funds.
The Contractor of this Program is considered an independent contractor of Title
III Federal financial assistance, subject to audit requirements under Title II Part
200 of the Code of Federal Regulations.
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11. MATCH REQUIREMENTS
The Older Americans Act, Title III and Title VII service Programs are federally
funded Programs and require a minimum in non -Federal cash funds and/or In -
Kind Match for each Program. The OAA has established the following funding
ratios to govern the degree of Federal participation in costs of services or
projects funded.
Title III
Federal/
State
Local
Match
Comments
Administrative
Allocation
25%
1/3rd of the total allocation (cash and/or in -kind)
Parts B, C, and D
Allocation
10%
1/9th of the total allocation (cash and/or in -kind)
Part E
Allocation
25%
1/3`d of the total allocation (cash and/or in -kind)
Title VII
Allocation
25%
1/3rd of the total allocation (cash and/or in -kind)
12. CASH ADVANCE
Cash advances distributed from specific federal funding parts shall be used to pay for
services funded through the specific federal funding part related to the advance and
not used as an advance for other funding streams.
The Contractor shall submit monthly bank statements and any additional
documentation to the State for review to ensure federal cash advances are
appropriately disbursed on a monthly basis.
13. REIMBURSEMENT METHOD
The Contractor shall invoice the State on approved forms and according to
established due dates.
Monthly or quarterly service units in the State Approved System are required to
justify the payment or reimbursement of funds. At a minimum, all registered
services shall have a unit -based dollar amount.
14. RECOVERY OF IMPROPER PAYMENTS
The Contractor shall notify the State immediately if they believe they have
received an overpayment or other erroneous or improper payment. The
Contractor is required to refund any erroneous or improper payment within 90
days of written demand by the State.
15. 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.
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16. 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.
B. PROGRAM REQUIREMENTS
With regard to Programs provided, in accordance with the provisions contained herein,
as well as the OAA/SFSS, the Contractor shall:
1. Establish and maintain a Comprehensive and Coordinated Service Delivery
System for the provision of services including supportive, nutrition, information,
caregiver, and advocacy services to Consumers in accordance with the Older
Americans Act, as amended, Colorado Revised Statutes and regulations, and
approved State Plan on Aging;
2. Incorporate the identification of strengths, needs, and targeting of services for
seniors in the Area Plan;
3. Select a local agency, program, or person(s) to be designated as the Local Long -
Term Care Ombudsman (LTCO), and to serve as an official and identifiable link
to the Office of the Colorado LTCO, including designation of a "lead" Local
LTCO;
4. Submit for-profit contracts annually to the State for approval prior to delivery of
services;
5. Complete and submit the State prescribed Subcontractor approval form to the
State prior to delivery of any service by a Subcontractor and, if requested by the
State, submit the contract for review and approval prior to execution;
6. Not use funds made available under the OAA/SFSS for lobbying activities, as
described at Section 24-6-301, C.R.S. and OMB Guidance Part 200.450,
including, but not limited to activities intended to influence decision or activity by
non -judicial Federal, State or local officials or body;
7. Make reasonable efforts to obtain support from private sources and other public
organizations to enhance or maintain services and purchase capital assets;
8. Provide leadership and advocacy for Older Adults residing within the Planning
and Service Area (PSA), including monitoring and evaluating factors and issues
affecting Older Adults within the PSA;
9. Evaluate the costs/benefits, quality, accessibility, utilization, priority, targeting,
and overall effectiveness of Programs, services, and activities, which the
Contractor provides through the Funding Request;
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10. Conduct public hearings when submitting, amending, or seeking a waiver to the
Area Plan, to provide an opportunity for the general public, officials of local units
of general-purpose government, service providers, and other interested parties to
comment on the Area Plan or Funding Request;
11. Disseminate information and Policy Directives to applicable providers within 10
business days or within the timeframe as directed by the State; and,
12. Develop and maintain an AAA Policy and Procedures manual to ensure
compliance with statutes, rules and regulations, and efficient delivery of services.
C. PERFORMANCE MANAGEMENT
1. Performance Measures Overview
a. The Performance Measures Process. "Performance Focus" is a
performance -based analysis strategy the Parties shall use in association
with the Contractor's performance that allows the Parties to better focus
on and improve performance outcomes to obtain maximum benefits from
the work of the Contractor under this Contract. By identifying areas of
focus, the Parties shall determine what aspects of the Contractor's
performance hereunder are working and what aspects of said
performance need improvement. By measuring the impact of day-to-day
work of the Contractor, the Parties will be able to make more informed
collaborative decisions to align the work of the Contractor to affect more
positive performance outcomes and change for the purposes served
through this Contract.
b. Performance Focus Meetings. As determined necessary, dates will be
set by the State, to hold Performance Focus meetings to review, analyze,
plan and act upon the current Performance Measures for the Contract.
The respective State Staff shall meet with the Contractor's designated
staff. The State Staff shall facilitate the Performance Focus meetings,
focusing on any of the Performance Measures and associated action
items established.
c. Performance Measures Reports. Performance Measures Reports shall
reflect relevant report data for the Performance Measures identified
hereunder to be tracked on an ongoing basis through the Contract
Performance Focus process. Performance Measures shall continue to
evolve to meet the objective of measuring key performance outcome
indicators for the work of the Contractor hereunder.
2. Contract Performance Measures
As to each Performance Measure, the Contractor shall collect data monthly and
report this data to the State during Performance Focus meeting dates
established between the State and the Contractor. If no Performance Focus
meeting is held or scheduled to be held in a given month, the Contractor shall
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submit this monthly data report to the State contact via e-mail by no later than the
last day of the month unless a different deadline date is set forth herein
(reasonable, brief extensions may be informally agreed upon between the
Contractor and the contact for the State without the need for formal amendment
to this commitment voucher). The Contractor shall make these reports on forms
developed by the State. In the absence of such, the Contractor shall report on
performance data using tools and documents of their choosing.
The Contractor agrees on the following Performance Measures and shall;
a. Measure: Consumer Satisfaction Survey results shall show a minimum
of 90% positive response.
1. Consumer Satisfaction Survey format and questions to be
provided by the State Unit on Aging (SUA);
2. The SUA shall provide the total number of registered Consumers
within the contractor's region as shown in the State approved data
system no later than January 31;
3. Contractor shall ensure surveys are distributed during the month
of February to a minimum of fifty percent (50%) of the registered
Consumers identified by the SUA within the contractor's region
through mail, person -to -person, or electronically;
4. The response rate from Consumers shall be a minimum of 10% of
the distributed surveys of the minimum required; and
5. Contractor shall summarize the results of the surveys on the state
approved document and submit to the SUA by May 15 each year.
b. Measure: The Contractor shall select a minimum of two of the following
performance measures within 30 days of execution of the contract. The
Contractor shall notify the state in writing which two performance
measures were selected for the contract period. If the Contractor does
not submit two selected performance measures within the 30 day timeline
the SUA will select two performance measures for the Contractor and
notify the Contractor in writing of the required performance measures.
Measure: Increase in Consumer Directed/Person Centered
Services which may include Choice.
1. Contractor shall identify the number of services/Choices
that the AAA currently allows within 90 days of execution of
the contract;
2. Contractor shall identify where the AAA uses Person -
Centered models for services within 90 days of execution
of the contract;
3. Contractor shall develop an implementation plan to
increase Person-Centered/Consumer Directed models
during the course of the 5 -year contract;
4. Contractor shall submit the implementation plan to the
SUA for review and approval by July 1, 2021;
5. Contractor shall provide a timeline to the SUA for
implementation by July 1, 2021;
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6. Contractor shall provide a semiannual progress report to
the SUA in the SUA prescribed format by January 15th and
June 15th of each contract year;
7. Contractor shall complete implementation and evaluate by
June 1, 2025; and
8. The measurements shall be:
a. The number of Consumers served within the new
Person-Centered/Consumer Directed model; and
b. Demonstration through Consumer satisfaction
surveys that services were beneficial to Consumer.
ii. Measure: Serve more people in a minimum of two Older
American Act target groups (Low Income, Rural, and/or Minority)
than in the general population for the Contractor's region.
1. SUA shall provide the general sixty plus population
demographic data of each target group within the
Contractor's region as of July 1st for each Contract year;
2. Contractor shall complete outreach to increase services to
the targeted population;
3. Contractor shall enter Consumer demographic data into
the State approved data system; and
4. SUA shall compare provided general sixty plus population
data of each target group with Consumer demographic
data submitted by contractor in the State approved data
system to determine if more people in the Older American
Act target group is greater than the general population
within the Contractor's region.
iii. Measure: The Contractor creates a new partnership with a
healthcare system that may include a mental health network or
other entity to expand resources or coordinate services.
1. Contractor shall identify the new partner within 90 days of
execution of the Contract;
2. Contractor shall develop an implementation plan including
goals to create a new partnership with a health care
system by July 1, 2021;
3. Contractor shall submit the implementation plan to the
SUA for review and approval by July 1, 2021;
4. Contractor shall provide a timeline to the SUA for
implementation by July 1, 2021;
5. Contractor shall provide a semiannual progress report to
the SUA in the SUA prescribed format by January 15th and
June 15th of each Contract year;
6. Contractor shall complete implementation and evaluate by
June 1, 2025; and
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7. The measurement shall be the Contractor identifying
activities undertaken to meet identified goals in the
approved implementation plan by July 1st each state fiscal
year.
iv. The Contractor shall choose a performance measure which
requires SUA Approval.
1. Contractor shall submit the AAA chosen performance
measure for approval to SUA within 60 days of execution
of Contract;
2. Contractor shall develop an implementation plan for the
performance measure by June 1, 2021;
3. Contractor shall submit the implementation plan to the
SUA for review and approval by June 1, 2021;
4. Contractor shall provide a timeline to the SUA for
implementation by June 1, 2021;
5. Contractor shall provide semiannual progress reports to
the SUA in the SUA prescribed format by January 15th and
June 15th of each Contract year;
6. Contractor shall complete implementation and evaluate by
June 1, 2025; and
7. The measurement/s shall be developed by the Contractor
and submitted to the SUA for review and approval within
60 days of execution of Contract.
D. MANAGEMENT AND ADMINISTRATION
With regard to Programs provided, in accordance with the provisions contained herein,
as well as the Older Americans Act and State Funding for Senior Services (OAA/SFSS),
the Contractor shall:
1. Provide training to service providers and staff regarding data collection and
reporting on services contained within the Area Plan and Funding Request.
Records of these efforts shall be retained to verify training has been conducted;
2. Ensure participation by the AAA Director or AAA Representative in four (4)
Quarterly State AAA training meetings provided by the SUA in person a minimum
of once and the other three meetings preferably in person but may be via one of
the available media (e.g. telephone conference, video conference, or web cam);
3. Complete an investigation and recovery of all erroneous or improper payments
within ninety -days (90) of discovery of error in payment;
4. Provide to the State information about the Contractor's organizational structure
and operating practices; including assurance of compliance with rules and
regulations governing Programs and projects;
5. Employ a Director or Manager of the Area Agency on Aging who possesses
academic preparation or experience in related fields;
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6. Have access to qualified accounting personnel on staff or available on a Contract
basis;
7. Obtain the services of a Registered Dietitian, or individual of comparable
expertise, through employment, Contract, Subcontract, or memorandum of
understanding for the Nutrition Services Program;
8. Be accountable for Contract requirements, the dissemination and implementation
of required policies and procedures (e.g. OMB circulars, State Policy Directives,
AoA Program Instruction or Information Memorandums), and timely and accurate
submission of reports to the State; and
9. Ensure all required State deliverables are provided timely and accurately which
includes:
A. Subrecipient Performance Report and Assessment
a. Contractor shall complete and submit to the State within 30 days
of receipt of Federal Funds within initial Option Letter.
B. Performance Measure Survey and Results
a. Contractor shall begin distribution of survey by February 15th;
b. Contractor shall compile all results on the State approved form;
and
c. Contractor shall submit survey results on the State approved form
by May 15th.
C. Initial Funding Request
a. Contractor shall complete annually by June 15th; and
b. Contractor shall complete additional Funding Requests as
directed by the State.
D. Service Units
a. Contractor shall enter service units monthly into the State
Approved System by close of business on the 23rd of each month
or as instructed by the State.
E. Monthly Reimbursement Requests
a. Contractor shall submit monthly by the last business day of the
month in the State Approved System or as instructed by the State.
F. Wait List Data, if applicable
a. Contractor shall submit monthly wait list data to the State with the
Monthly Reimbursement Requests.
G. Annual Monitoring Evaluation
a. Contractor shall submit monitoring evaluation documentation to
State within the established timeline as instructed by the State;
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b. Contractor shall make available Provider On -sites as instructed by
the State;
c. Contractor shall submit an action plan and timelines to address
identified compliance issues within thirty (30) days of receipt of the
summary report by the State;
d. Contractor shall come into compliance based on the State
approval of the Contractor action plan and timeline to address any
compliance issues; and
e. Contractor shall provide documentation indicating compliance is
achieved within the approved timeline.
H. Ombudsman Quarterly Visit Compliance Reports
a. Contractor shall submit the Visit Compliance Report quarterly by:
i. January 15th
ii. April 15th
iii. July 15th
iv. October 15th
b. Or as instructed by the State.
I. Legal Assistance Quarterly Reports
a. Contractor shall submit the Legal Assistance Report quarterly by:
i. January 15th
ii. April 15th
iii. July 15th
iv. October 15th
b. Or as instructed by the State
J. Financial and Single Purpose Audits, if applicable
a. Contractor shall submit audits to the Colorado Department of
Human Services within nine months of Contractor auditee's fiscal
year end.
K. Emergency Preparedness Plan
a. Contractor shall submit annually by May 31st.
10. Failure to meet any of the deliverables listed in Paragraph 9 above shall result in
the following:
A. The first verified failure to meet a deliverable during any State Fiscal Year
shall require the Contractor to provide a written response detailing the
action plan and timeline to ensure compliance;
B. The second verified failure to meet the same deliverable during a
consecutive State Fiscal Year shall result in a reduction of 1% of
Contractor's Administrative funding in the following fiscal year; and
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C. The third or more verified failure to meet the same deliverable during a
consecutive State Fiscal Year shall result in a reduction of 2% of
Contractor's Administrative funding in the following fiscal year.
E. AREA PLAN AND ADMINISTRATION
The Contractor shall develop, submit, and maintain a comprehensive and coordinated
(four-year) Area Plan for the Planning and Service Area (PSA) in accordance with State
instructions. The Contractor shall review the Area Plan progress with the State on an
annual basis at a time prescribed by the State.
F. PROGRAMS AND SERVICES DELIVERY
Programs and services shall be delivered in accordance with the Older Americans Act,
other applicable Federal and State rules and regulations, and Colorado Department of
Human Services rules, policies, and procedures (i.e. Staff Manual Volume 10, the SUA
Policy and Procedures Manual, and SUA Policy Directives). The Contractor shall:
1. Provide training and technical assistance to service providers (Sub -contractors);
2. Provide services to protect the health, safety, welfare, and rights of the Older
Adults within the PSA;
3. Perform Assessment of population needs within the PSA when writing the Area
Plan, or as needed;
4. Ensure Consumer access and awareness of AAA Services through outreach and
marketing which may include a AAA website, social media, or other means;
5. Program Development shall include establishment of a new service or
improvement, expansion, or integration of existing services during a specifically
defined and limited period of time;
6. Ensure that criminal background checks are conducted for employees,
volunteers, and Contractors according to rule or policy directive;
7. If applicable, develop and implement a plan to assist potential direct service
providers to develop capacity to efficiently and effectively provide services under
the Area Plan. An update of progress in developing potential direct service
providers may be included in the Funding Request;
8. Identify and coordinate with community organizations and service providers in
developing, expanding or maintaining a community -based system of services,
which meet the needs of the Consumers residing within the PSA; and
9. If applicable request a waiver of the priority Supportive Services funding
requirement from the SUA and follow SUA Policy and Procedure Manual
procedures to make such request.
G. PROGRAM INCOME
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Program Income is any income generated through delivery of OAA/SFSS services by a
Contractor (i.e., voluntary contributions).
1. Program Income shall be solicited through non -coercive, voluntary contributions
provided by Consumers;
2. Program Income shall be added to funds committed to the project or Program,
and used to increase access to services or to further eligible project or Program
objectives;
3. Program Income shall include earnings and expenditures of Program Income to
be reported monthly in accordance with the format and time period required by
the State;
4. The Contractor shall collect and report Program Income monthly to the State in
accordance with the format and time period required by the SUA; and
5. Program Income shall be expended the same month that it is earned and shall
be drawn down prior to requesting State or Federal funds. Program Income
cannot be carried over from one month to the next.
H. FUNDING REQUEST
The Funding Request presents information related to the amount of resources the
Contractor has budgeted for each fiscal year, for what purpose the funds will be used
and who will be served. The Contractor shall:
1. Ensure that Federal funds are not used to supplant non -Federal funds;
2. Ensure that appropriate efforts to obtain support from private sources and other
public organizations continue;
3. Have an independent audit conducted annually and performed in accordance
with Federal regulations, including Title II Part 200 of the Code of Federal
Regulations, State statutes and rules;
4. Maintain financial records and other records pertinent to this agreement,
pursuant to generally accepted accounting principles and using appropriate and
sufficient documentation of expenses;
5. Upon request, make fiscal records, books, documents, papers, plans and
writings available to the State; and
6. Program Development funds shall be documented on the Funding Request and
any changes shall receive prior approval by the SUA.
I. DATA COLLECTION AND REPORTING
The Contractor shall ensure that:
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1. Each service provider utilizes the State prescribed system for the collection of data
that will accurately reflect the project and financial operations;
2. Programmatic and fiscal data are on file and available to the State including
service expenditures, local cash, local in -kind, and Program Income;
3. The service provider has completed required reports on the prescribed forms in
accordance with the State directives;
4. Service provider applications fiscal and programmatic records are retained until
formal notice is received from the State advising that records are no longer
necessary for audit purposes;
5. Contractor submits all reports required by the State Reporting Schedule timely
and in the format required by the State. The State shall be notified 3 -days prior to
deadline to request approval for an extended deadline;
6. A tracking system to monitor federal Carry -Over by part is established, and is
maintained at levels approved by the State. These records shall be available for
review at the time of Evaluations. Carry over funds shall not exceed 10% of the
current federal grant award from one annual cycle to the next by grant part; after
transfers between Parts B, C-1, and C-2;
7. Expenditures are tracked and if needed, action plans are developed to correct
deficiencies;
8. The State approved Consumer Information Assessment forms are used and
providers and staff are trained regarding the appropriate and correct use of these
forms;
9. Utilize the State prescribed systems for the collection and exchange of required
data and information. This data and information should accurately reflect the
project and financial operations;
10. Evidence of Program Income, local match, and in -kind contributions are
documented and retained; and,
11. Training and technical assistance is provided to staff and providers regarding
approved data entry methods. This training should include information on how to
maintain accurate information in the State data management systems.
J. COORDINATION AND ADVOCACY PLAN
The Contractor shall identify and describe Coordination and advocacy efforts in the Area
Plan. Advocacy activities shall include, but are not limited to:
1. Serving as the advocate and focal point for Older Adults within the community by
monitoring, evaluating, and commenting upon policies and Programs that will
affect Consumers;
2. Soliciting input and comments from Consumers;
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3. Developing and maintaining an Advisory Council that acts as a stakeholder group
for Consumers residing in the PSA and reflects the demographic makeup of the
PSA, and/or other requirements of the State. The purpose of the Advisory
Council is to advise the Area Agency on Aging on matters related to
development, administration, and operation of the Area Plan; and
4. Document funds budgeted for Coordination, advocacy, program development
and capital expenditures in Funding Request.
K. ELDER RIGHTS AND ABUSE PREVENTION SERVICES
1. Long -Term Care Ombudsman Services: The local Long -Term Care (LTC)
Ombudsman Services are established, under the oversight of the Office of the
Colorado Long -Term Care Ombudsman (CLTCO), which operates under
Contract with the State, to: investigate and resolve complaints on behalf of
Residents of long-term care facilities; educate Residents and their families
regarding rights and Choices; provide information and consultation for
Consumers regarding options with regard to nursing homes or assisted living
residences or alternatives to nursing home placement; advocate for long-term
care system reform; and provide other services as described in the State Unit on
Aging (SUA) Area Agency on Aging (AAA) Policies and Procedures and Training
Manuals.
With regard to Programs provided, in accordance with the provisions contained
herein, the Contractor shall:
a. Establish and maintain an appropriately staffed local LTC Ombudsman
Program;
b. Require local ombudsmen to adhere to the requirements within the SUA
Policies and Procedures Manual and provide services to assist in
protecting the health, safety, welfare, and rights of Residents;
c. Provide technical support for the development of Resident and family
councils within facilities and to protect the well-being and rights of
Residents;
d. Provide or obtain training as approved and required for representatives
(LTC Ombudsmen) of the CLTCO Program, including unpaid volunteers,
as described in Staff Manual Volume 10;
e. Prohibit any representative, other than the CLTCO or local, certified LTC
ombudsmen, from carrying out any activities on behalf of the Office of the
CLTCO;
f. Ensure that local ombudsmen receive the required certification or re-
certification training;
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9.
Ensure that the lead ombudsmen or his or her designee participate in the
required hours of annual training provided or sponsored by the Office of
the CLTCO;
h. Ensure that local ombudsmen pass the Contractor's background check
process;
Ensure that local ombudsmen are currently certified by the CLTCO, as
qualified to carry out activity on behalf of the Office and be able, upon
request, to produce proof of certification (certification card);
k. Oversee and require use of the State prescribed data system by the local
LTC ombudsmen and/or approved clerical assistants; and
Produce timely reports as required by the Office of the CLTCO and the
State, including, but not limited to: (a) The Ombudsman Reporting Tool
(ORT) reports and (b) facility visit compliance reports.
2. Legal Assistance Services: The local Legal Assistance Program is established,
under the oversight of the Office of the Colorado Legal Assistance Developer
(CLAD), which operates under Contract with the State to offer advice, counsel,
and legal intervention for eligible Consumers regarding issues such as public
benefits, health care, financial exploitation, Consumer problems, advanced
directives, and guardianship.
With regard to Legal Assistance Programs provided, in accordance with the
provisions contained herein, the Contractor shall:
a. Establish and maintain an appropriately staffed local Legal Assistance
Program;
b. Require local providers to adhere to the requirements within the SUA
Policies and Procedures Manual;
c. Produce timely reports as required by the Office of the CLAD and the
State, including but not limited to: The Legal Assistance Tracking Report;
and,
d. Work to resolve any issues noted by the Colorado Legal Assistance
Developer (CLAD), e.g. during the CLAD's on -site Evaluation. The CLAD
operates under Contract with the State to provide oversight, technical
assistance and consultation for the local Legal Assistance providers.
L. SUPPORTIVE SERVICES
1. Information and Assistance: This Program includes one-on-one or group
contacts between information and assistance provider and Consumer or the
Consumer's caregiver.
With regard to this Program, in accordance with the provisions contained herein,
the Contractor shall:
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a. Evaluate the needs of Consumers;
b. Develop and maintain current information about opportunities, benefits,
services, and resources available to Consumers within the community;
c. Provide information to the Consumer or his/her caregiver about available
opportunities, benefits, services and resources;
d. Refer Consumers to needed services, including initiating an arrangement
between the Consumer or caregiver and the service provider, if
necessary, and advocating with agencies on the behalf of Consumers;
e. Where practical, follow-up to ensure that the Consumer and/or his/her
caregiver has been able to access the services available;
f. Provide additional assistance to the Consumer and/or caregiver in
locating or accessing needed services, if necessary; and,
g.
In areas where five percent (5%) or more of Consumers speak a
language other than English as their principle language, provide
information and assistance in that language.
2. Outreach: This Program includes interventions with Consumers and/or their
caregivers for the purpose of identifying potential adults and encouraging the
Consumer or caregivers' use of existing services and benefits.
With regard to Programs provided, in accordance with the provisions contained
herein, the Contractor shall:
a. Conduct outreach activities throughout the PSA to identify Consumers
and their caregivers;
b. Establish communication with the local news media to inform the public of
available services and opportunities to contribute to the planning and
implementation of services for seniors; and,
c. In an area where a predominant number of Consumers (five percent or
more) speak a language, other than English, as their principal language,
provide outreach, information and assistance services in that language.
3. Transportation Services: The Contractor shall make Transportation and
assisted Transportation under the OAA/SFSS available to Consumers for the
purpose of accessing services necessary to remain independent and socially
integrated in the community.
With regard to Programs provided hereunder, the Contractor shall:
a. Document the Transportation services provided for each Consumer,
through registration, in the State Prescribed Data System;
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b. Not use OAA/SFSS funds to pay for Transportation or assisted
Transportation if such Transportation is offered or covered through other
Federal or State Programs for which the Consumer may be eligible;
c. Require all Transportation providers, except private vehicles, rendering
services to OAA Older Adults to have all licenses, approvals, or
certifications required by federal, state, and local law or regulation; and
d. Require all Transportation providers not requiring licensure by the Public
Utilities Commission (PUC) to have their drivers, vehicles, and auxiliary
equipment meet all applicable regulations and standards for passenger
and vehicle safety, as well as all applicable safety inspection and
maintenance requirements, and shall comply with the State's mandated
minimum insurance coverage.
M. NUTRITION SERVICES
1. Congregate and Home Delivered Meals: The Contractor assures that this
Program provides an array of Nutrition Services, including at a minimum Nutrition
Education, Nutrition Screening, nutrition Assessment, and Nutrition Counseling.
Therapeutic Diets, modified diets including Medical Foods, and other Nutrition
Services may be provided as feasible and appropriate. The Program offers
Nutrition Services, meal preparation and delivery of nutritious meals to senior
centers, dining centers, Nutrition Sites, or Consumer homes or residence.
The Program promotes and emphasizes comprehensive preventive approaches,
which utilize community Nutrition Services to maintain the health and
independence of Consumers.
With regard to Programs provided, in accordance with the provisions contained
herein, the Contractor shall:
a. To the maximum extent practicable adjust meals to meet any special
dietary needs of Program participants;
b. Provide or make referrals to resources for medical nutritional food as a
meal replacement when prescribed as necessary to treat a diagnosed
medical condition;
c. Ensure the Registered Dietitian, or individual of comparable expertise:
Approves menu nutrient content to ensure compliance;
ii. Approves Nutrition Education Programs and materials;
iii. Conducts Nutrition Education programming;
iv. Provides Nutrition Counseling; and
v. Oversees and monitor all Therapeutic Diets and modified diets,
including medical nutritional foods.
e. Coordinate consultations between the Registered Dietitian, or individual
of comparable expertise, and the Nutrition Director to:
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Determine feasibility and appropriateness of Therapeutic Diets,
modified diets, and medical nutritional foods;
ii. Monitor method and results of nutrient analysis to ensure
compliance;
iii. Monitor referrals to internal and external nutrition resources;
iv. Review food safety and sanitation procedures, monitoring, and
staff and volunteer training;
v. Review food service operations training; and
vi. Complete an approved annual training with the State Unit on
Aging.
2. Ensure annual nutrition Program staff training is completed as prescribed by the
State Unit on Aging Policies and Procedures.
3. Nutrition Program Requirements: Nutrition Program services shall meet
standards as defined in the Older Americans Act, including but not limited to, the
most recent Dietary Guidelines for Americans and Dietary Reference Intakes.
Nutrition Service Providers shall:
a. Comply with the most recent Dietary Guidelines for Americans, published
by the Secretary of Health and Human Services and the Secretary of
Agriculture;
b. Provide meals that meet a minimum of 33 1/3 percent of the Dietary
Reference Intakes (DRI) standard from the most current release from the
Food and Nutrition Board of the Institute of Medicine of the National
Academy of Sciences if only one meal per day is provided; or 66 2/3
percent of the dietary reference intakes if two (2) meals per day are
provided; or 100 percent of the dietary reference intakes if three (3)
meals per day are provided;
c. Adjust meals, as feasible and appropriate, to the maximum extent
practical to meet any special dietary needs of Program Consumers
including, special health, religious, or ethnic requirements;
d. Provide information and assistance about the Supplemental Nutrition
Assistance Program, SNAP (formerly known as the Food Assistance
Program) to Consumers who may be eligible for such benefits;
e. Inform older Consumers if the nutrition Program accepts the SNAP
Program (a/k/a Food Assistance Program);
f. Ensure menus and recipes shall be analyzed using a nutrient analysis
software package to ensure compliance with the Dietary Guidelines for
Americans, and Dietary Reference Intakes, and shall be approved by a
Registered Dietitian, or individual of comparable expertise;
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g.
Document substitutions or deviations from the approved menu(s) and be
approved by the Registered Dietitian, or individual of comparable
expertise; and,
h. Maintain menu cycles and nutrient analysis for audit purposes until
disposition is authorized by the State.
4. Home Delivered Meals Eligibility and Assessment: Home delivered meals are
the provision of meals or medical nutritional food to an eligible Consumer at their
Place of Residence.
With regard to Programs provided, in accordance with the provisions contained
herein, as well as the Older Americans Act, Older Coloradans Act, and Staff
Manual Volume 10, the Contractor shall:
a. Assess Consumers requesting Home -Delivered Meals;
b. Provide home delivered meals only to eligible Consumers determined to
be Homebound or geographically isolated; and,
c. Perform Homebound status Assessments to ensure or determine
eligibility and potential needs for other services. If needs for other
services are determined, referrals to appropriate agencies shall be made.
Homebound status shall be reassessed as prescribed by the State Unit
on Aging in policies and procedures.
N. CAREGIVER SERVICES
The Caregiver services shall meet the requirements described in Staff Manual Volume
10. These services shall include, but are not limited to: information, access assistance,
respite, Counseling, and supplemental services, such as medical equipment, offered to
caregivers of Consumers and grandparents raising children under the age of eighteen.
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ATTACHMENT A TO EXHIBIT A
DEFINITIONS
Within this Contract the following terms are defined.
"Additional Cost Alternative" means (per Code of Federal Regulations, Program
Income, 74.24 (h) and (b)(1)) as "[Program Income shall be] added to funds committed
to the project or Program, and used to further [the] eligible project or Program
objectives."
"Administration" means the Administration for Community Living of the United States
Department of Health and Human Services.
"Area Agency on Aging (AAA)" means a private, Nonprofit, or public agency
designated by the State Unit on Aging (SUA) to administer the Older Americans Act and
related Programs within a Planning and Service Area (PSA) in the State of Colorado.
"Area Agency on Aging Advisory Council" means a representative body of
laypersons and service providers, designated by the AAA to represent the interests of
Older Adults within the boundaries of a Planning and Service Area.
"Area Plan" means a document submitted by the Area Agency on Aging (AAA) to the
State Unit on Aging (SUA) every four years in a format specified by the State
Department, which includes goals and measurable objectives; and identifies planning,
Coordination, administration, supportive, and Nutrition Services, as well as Evaluation
activities to be undertaken.
"Assessment" means the process of determining eligibility for a Program, and may be
used to measure the changes in a client due to participation in a Program.
"Carry -Over" means the estimated or actual portion of the federal funds made available
to a Contractee for a budget year which are not expended during that budget year, and
which may be available for use (carried over) during a subsequent budget year, or
reallocated as necessary.
"Case Management" means assistance, either in the form of access or care
coordination, in circumstances where the eligible individual and/or their caregivers are
experiencing diminished functioning capacities, personal conditions, or other
characteristics which require the provision of services by formal service providers.
Activities of Case Management shall include: assessing needs, developing care plans,
authorizing services, arranging services, coordinating the provision of services among
providers, follow-up, and reassessment, as required.
"Cash Match" means local cash received from non -Federal and non -State sources,
passing to the control of the Contractee or Sub-contractee or Contract agencies, which
is used for the payment of allowable costs charged to the Contract, and for the
satisfaction of requirements for non-Federal/non-State share of Program expenses.
"Choice" means the ability for the Consumer to make a selection when faced with two
or more possibilities.
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"Chore Services" means those services designed to increase the safety of Older Adults
living at home such as assistance with heavy housework, yard work or sidewalk
maintenance. Chore Service activities are one-time, seasonal, or occasional in nature,
and shall be planned with input from the Older Adult based on an evaluation of the Older
Adult's strengths and needs, and the degree of physical and/or cognitive impairment of
the Older Adult.
"Colorado Long -Term Care Ombudsman" (CLTCO) means an entity with expertise
and experience in the fields of long-term care and advocacy, serving on a full-time basis
to carry out the functions identified in the Older Americans Act.
"Comprehensive and Coordinated Service Delivery System" means a system for
providing all necessary Supportive Services, including Nutrition -Services, in a manner
designed to:
A. Facilitate the accessibility and use of interrelated social, supportive, and Nutrition
Services provided to meet the needs of Older Adults in a Planning and Service
Area;
B. Develop and make the most effective use of Supportive Services and Nutrition
Services in meeting the needs of Older Adults within the Planning and Service
Area;
C. Use resources efficiently and with a minimum of duplication; and,
D. Encourage and assist public and private entities that have unrealized potential for
meeting the service needs of Older Adults to provide such assistance on a
voluntary basis.
"Congregate Meal" means the provision of a meal that meets all requirements as
specified in Staff Manual Volume 10 of these rules to an eligible Older Adult at a
Nutrition Site, senior center or some other congregate setting.
"Consumer" means an individual, over 60, or an individual who is eligible for services
from an Area Agency on Aging under the Older Americans or Older Coloradans Acts.
"Consumer Directed" means empowering the Consumer to direct and manage services
and supports they need to live at home.
"Contract" means an agreement, allowable and enforceable by law, between two or
more competent parties, for a legal consideration. More specifically, in regard to these
rules, 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" means an organization or person that provides goods, materials, and/or
services for remuneration under the stipulations of a Contract.
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"Coordination" means a formal or informal arrangement through which the State Unit
on Aging (SUA), Area Agency on Aging (AAA), or another entity or coalition brings
together the planning and service resources of two (2) or more public and/or private
agencies in Colorado for the purpose of expanding or strengthening services for Older
Adults. 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.
"Counseling" means the provision of advice or support to assist Older Adults to
address issues, concerns, or make decisions.
"Education" means a supportive service designed to assist Older Adults to better cope
with their economic, health, and personal needs through services such as Consumer
education, continuing education, health education, falls prevention education, medication
management education, pre -retirement education, financial planning, and other
education and training services which advances the objectives of the Older Americans
Act.
"Elder abuse, Neglect, and Exploitation" means abuse, neglect, or exploitation, of an
Older Adult.
"Evaluation" means the process of a review of the direction, compliance with
regulations and policy and procedures, efficiency and effectiveness of a Program or part
of a Program through use of an evaluation tool developed by the SUA or AAA including
completed written documentation of the findings.
"Funding Request" means the documentation submitted annually by each AAA to the
SUA, in a format prescribed that includes updated budgetary information.
"Greatest Economic Need" means the need resulting from an income level at or below
the federal poverty guidelines.
"Greatest Social Need" means the need caused by non -economic factors, which
include: physical and mental disabilities; language barriers; and cultural, social, or
geographical isolation, including isolation caused by racial or ethnic status that restricts
the ability of a person to perform normal daily tasks; or threatens the capacity of a
person to live independently.
"Health Promotion and Evidence -Based Disease Prevention Program" means a
Program that meets the current definition of evidence -based disease prevention and
health promotion as defined by the Administration on Aging and has:
A. Demonstrated through evaluation to be effective for improving the health and
wellbeing or reducing disease, disability and/or injury among Older adults;
B. Proven effective with Older Adult population, using Experiment or Quasi -
Experimental Design;
C. Research results published in a peer -review journal;
D. Been fully translated in one or more community site(s); and
E. Developed dissemination products that are available to the public.
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"Homebound" means an Older Adult who is assessed as unable to leave his or her
home without human assistance, due to a disabling physical or emotional condition or an
environmental condition that may have a health related impact.
"Home -Delivered Meal" means the provision of a meal that meets all requirements as
described in Staff Manual Volume 10, of these rules to an eligible individual at that
person's home.
"Homemaker Services" means providing assistance to persons who meet the eligibility
requirements for in -home services and who are unable to perform two or more of the
following instrumental activities of daily living: preparing meals, laundry, shopping for
personal items, managing money, using the telephone, or doing light housework.
"In -Kind Match" means services, goods, or property donated by a Contractee or third
party, which are allowable costs of the Contract, for which no cash reimbursement is
required, and which are applied to a requirement for the non-federal/non-state share of
Program expenses.
"Internal Control" means processes designed to provide reasonable assurance
regarding the achievement of objectives in the following categories:
A. Effectiveness and efficiency of operations;
B. Reliability of financial reporting; and,
C. Compliance with applicable laws and regulations.
"Legal Assistance" means legal advice, counseling, and representation provided by an
attorney or other person acting under the supervision of an attorney.
"Local Ombudsman" means an individual trained and designated as qualified by the
state Long -Term Care Ombudsman to act as a representative of the office of the state
Long -Term Care Ombudsman, Section 26-11.5-103(2) C.R.S.
"Long -Term Care Ombudsman Services" means actions taken to identify, investigate,
or seek to resolve complaints made by or on behalf of an Older Adult who resides in a
long-term care facility, relating to actions, inactions, or decisions of providers or public
agencies that may adversely affect the health, safety, welfare, and rights of the
Residents.
"Low -Income" means incomes at or below the Federal Poverty level.
"Means Test" means the use of an Older Adult's income or resources to determine
eligibility pursuant to these rules.
"Medical Food" means a food formulated to be consumed or administered entirely
under supervision of a physician, and intended for the specific dietary management of a
disease or condition for which distinctive nutritional requirements, based on recognized
scientific principles, are established by medical evaluation.
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"Monitoring" means a review by the Contractor agency of one or more Contract
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.
"Nonprofit" as applied to any agency, institution, or organization, means an agency,
institution, or organization owned and/or operated by one or more corporations or
associations whose profits shall be used exclusively for the charitable, educational or
scientific purpose for which it was formed.
"Nutrition Counseling" means the provision of individualized advice and guidance, by
a Registered Dietitian in accordance with federal or state law and/or policy, to individuals
or their caregivers, for those individuals at nutritional risk because of their health or
nutritional history, dietary intake, medication use, or chronic illnesses. Nutrition
Counseling addresses the options and methods for improving nutrition status.
"Nutrition Education" means a Program to promote better health by providing accurate
and culturally sensitive nutrition, information and instruction to Older Adults and
caregivers in a group or individual setting overseen by a dietitian or individual of
comparable expertise.
"Nutrition Screening" means the process of identifying Older Adults at nutritional risk
or with malnutrition.
"Nutrition Services" means services and activities intended to provide Older Adults
with assistance in maintaining a well-balanced diet, including Congregate and Home -
Delivered Meals, Nutrition Screening, Nutrition Counseling and Nutrition Education.
"Nutrition Site" means a location where Congregate Meals are provided, and may
include senior centers, community buildings, elderly housing complexes, and public
schools.
"Older Adult" means a person who is sixty (60) years of age or older.
"Older Americans Act funds" means Federal funds authorized under the Older
Americans Act.
"Person -Centered" means treating Consumers with dignity and respect by focusing on
their preferences, supporting their personal perspectives, values, beliefs, and having the
Consumer actively participate.
"Personal Care" means providing personal assistance, stand-by assistance,
supervision or cues for persons who meet the eligibility requirements for in -home
services.
"Place of Residence" means a permanent declared dwelling place.
"Planning and Service Area" (PSA) means a geographic area of the state, designated
by the State Unit on Aging for purposes of planning, development, delivery, and overall
administration of services under an Area Plan.
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"Poverty Level" is based on the federal poverty guidelines.
"Program" means a particular set of services and activities authorized and funded.
"Program Income" means any income generated by a Contractee from activities, part
or all of the cost of which is borne by the funding.
"Registered Dietitian" means an individual who has:
A. Met current minimum academic requirements with successful completion of both
specified didactic education and supervised -practice experiences through
programs accredited by The Accreditation Council for Education in Nutrition and
Dietetics of the Academy of Nutrition and Dietetics;
B. Successfully completed the Registration Examination for Dietitians and remitted
the annual registration fee; and
C. Complied with the Professional Development Portfolio recertification
requirements.
"Resident" means any Older Adult who is sixty (60) years of age or older, who is a
current, prospective, or former patient or Consumer of any long-term care facility.
"Rural" means any area that is not defined as urban.
"Screening" means the process of administering a standard instrument or tool to
determine an Older Adult's needs.
"State Funding for Senior Services (SFSS)" means any Colorado (State) funding,
including Older Coloradans Act funding and general funds, provided for service provision
for eligible Consumers in Colorado, with the exception of State matching funds for
Federal program funding. The Program delivery system and eligibility criteria for these
State -funded Consumer services is mirrored after the Older Americans Act.
"State Unit on Aging" (SUA) means the unit in the State, designated by the Executive
Director to administer the Colorado State Plan on Aging including Older Americans Act
Programs. In Colorado, this agency is the Colorado Department of Human Services,
Division of Aging and Adult Services.
"Subcontract" shall be defined the same as "Contract", except that Subcontracts are
awarded by Area Agencies on Aging (AAA). An agency to which a Contract is made by
the AAA to provide services pursuant to the Older Americans Act requirements is a
Subcontractee.
"Sub -subcontract" shall be defined the same as Contract, except that Sub -
subcontracts are awarded by a Subcontract of the Area Agencies on Aging (AAA). An
agency to which a Contract is made by the Subcontract to provide services pursuant to
the Older Americans Act requirements is a Sub -subcontract.
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"Supplemental Nutrition Assistance Program" (SNAP) formerly known as 'The Food
Assistance Program' provides food benefits to Low -Income households. Electronic
Benefit Transfer (EBT) cards are issued and are used like cash at most grocery stores to
buy food, ensuring that recipients have access to a healthy diet.
"Supportive Services" means those services as described in these rules and as
included in the State Plan on Aging.
"Therapeutic Diet" means a diet intervention ordered by a health care practitioner as
part of the treatment for a disease or clinical condition manifesting an altered nutritional
status, to eliminate, decrease, or increase certain substances in the diet (e.g., sodium,
potassium). Therapeutic Diets provide the corresponding treatment that addresses a
particular disease or clinical condition, which is manifesting an altered nutritional status
by providing the specific nutritional requirements to remedy the alteration.
"Transportation" (one-way trip) means going from one location to another in a vehicle.
It does not include any other activity.
"Urban Area" means a central place and its adjacent densely settled territories with a
combined minimum population of 50,000 or an incorporated place or a census
designated place with 20,000 or more inhabitants.
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EXHIBIT B
MISCELLANEOUS PROVISIONS
A. If the Contractor fails to comply with State policies or has materially failed to
comply with the terms of this Contract, or if the Contractor fails to carry out required
corrective action by the specified dates the State may suspend, terminate a
Contract, in whole or in part, or withhold or recover funds in whole or in part from
the Area Agency on Aging. The process for terminating Contracts and withdrawal
of designation of an Area Agency on Aging shall be done in accordance with rules
and regulations governing this process, as outlined in Staff Manual Volume 10.
B. The State shall document any non-compliance and shall notify the Contractor of
the required corrective action and the dates when such action is due.
C. The State shall notify the Contractor in writing ten (10) working days prior to the
effective date of the suspension or termination or withholding or recovering of
funds of the reason(s) for the suspension or termination or withholding or
recovering of funds. Such notification shall explain the right of the Contractor to
appeal such decision as outlined in the appeals and fair hearing section of the Staff
Manual Volume 10.
D. If in the State's judgment an emergency situation exists, the State may suspend or
terminate the Contract or withhold or recover funds effective immediately.
E. Suspensions shall remain in effect until the Contractor has taken corrective
action satisfactory to the State, or has given evidence satisfactory to the State
that such corrective action will be taken.
F. New obligations against the Contract in question incurred by the Contractor during
the suspension period shall not be allowed unless the State expressly authorizes
the new obligation in the notice of suspension or an amendment to the notice of
suspension.
G. If a Contract or part thereof remains in suspension until the end of the Contract
period, such Contract or part thereof shall be automatically terminated.
H. If a Contract is suspended or terminated, the State or its agent may administer
the Area Plan during the suspension period or until a new Contractor is
designated and receives funding from the State.
I. Termination on other grounds shall occur if any of the following conditions exist:
1. The State and Contractor mutually agree upon the terms;
2. The State notifies the Contractor in writing of the termination, effective
date, and in case of partial termination, the portion of the funding to be
terminated; and/or
3. The Contractor fails to carryout required corrective action by the dates
specified by the State.
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J. If, in the case of a partial termination, the Contractor determines that the remaining
portion of the Contract will not accomplish the purposes for which the Contract was
awarded, the Contractor may terminate the Contract in its entirety.
K. When a Contract is terminated, the Contractor shall not incur new obligations for
the terminated portion after the effective date, and shall cancel as many
outstanding obligations as possible. The State shall allow full credit to the
Contractor for the non -cancelable obligations properly incurred by the Contractor
prior to termination.
L. The State may refuse to Contract with and may take legal action against any
Contractor that breaches its Contract with the State or fails to use or expend
Federal and State funds in accordance with applicable laws, regulations, policies
and the State directives.
M. The State shall notify the Contractor in writing of the required corrective action(s)
and due date(s). The Contractor or Sub -contractor shall not incur new
obligations during periods of suspension unless authorized. If Contractor or Sub-
contractor remains in suspension until the end of the Contract period, the
Contract will automatically be terminated. The Contractor or Sub -contractor shall
be notified of rights to a hearing, appeal or other administrative actions.
N. 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
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.
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EXHIBIT C
HIPAA BUSINESS ASSOCIATE AGREEMENT
This HIPAA Business Associate Agreement ("Agreement") between the State and Contractor is agreed to in
connection with, and as an exhibit to, the Contract. For purposes of this Agreement, the State is referred to as
"Covered Entity" and the Contractor is referred to as "Business Associate". Unless the context clearly requires a
distinction between the Contract and this Agreement, all references to "Contract" shall include this Agreement.
1. PURPOSE
Covered Entity wishes to disclose information to Business Associate, which may include Protected Health
Information ("PHI"). The Parties intend to protect the privacy and security of the disclosed PHI in compliance
with the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), Pub. L. No. 104-191 (1996) as
amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH Act") enacted
under the American Recovery and Reinvestment Act of 2009 ("ARRA") Pub. L. No. 111-5
(2009), implementing regulations promulgated by the U.S. Department of Health and Human Services at 45
C.F.R. Parts 160, 162 and 164 (the "HIPAA Rules") and other applicable laws, as amended. Prior to the
disclosure of PHI, Covered Entity is required to enter into an agreement with Business Associate containing
specific requirements as set forth in, but not limited to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of
the Code of Federal Regulations ("C.F.R.") and all other applicable laws and regulations, all as may be amended.
2. DEFINITIONS
The following terms used in this Agreement shall have the same meanings as in the HIPAA Rules: Breach, Data
Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary,
Notice of Privacy Practices, Protected Health Information, Required by Law, Secretary, Security Incident,
Subcontractor, Unsecured Protected Health Information, and Use.
The following terms used in this Agreement shall have the meanings set forth below:
a. Business Associate. "Business Associate" shall have the same meaning as the term "business
associate" at 45 C.F.R. 160.103, and shall refer to Contractor.
b. Covered Entity. "Covered Entity" shall have the same meaning as the term "covered entity" at 45
C.F.R. 160.103, and shall refer to the State.
c. Information Technology and Information Security. "Information Technology" and "Information
Security" shall have the same meanings as the terms "information technology" and "information
security", respectively, in §24-37.5-102, C.R.S.
Capitalized terms used herein and not otherwise defined herein or in the HIPAA Rules shall have the meanings
ascribed to them in the Contract.
3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
a. Permitted Uses and Disclosures.
i. Business Associate shall use and disclose PHI only to accomplish Business Associate's
obligations under the Contract.
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i. To the extent Business Associate carries out one or more of Covered Entity's obligations
under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply with any and all
requirements of Subpart E that apply to Covered Entity in the performance of such obligation.
ii. Business Associate may disclose PHI to carry out the legal responsibilities of Business
Associate, provided, that the disclosure is Required by Law or Business Associate obtains
reasonable assurances from the person to whom the information is disclosed that:
A. the information will remain confidential and will be used or disclosed only as
Required by Law or for the purpose for which Business Associate originally
disclosed the information to that person, and;
B. the person notifies Business Associate of any Breach involving PHI of which it is
aware.
iii. Business Associate may provide Data Aggregation services relating to the Health Care
Operations of Covered Entity. Business Associate may de -identify any or all PHI created or
received by Business Associate under this Agreement, provided the de -identification
conforms to the requirements of the HIPAA Rules.
b. Minimum Necessary. Business Associate, its Subcontractors and agents, shall access, use, and
disclose only the minimum amount of PHI necessary to accomplish the objectives of the Contract, in
accordance with the Minimum Necessary Requirements of the HIPAA Rules including, but not
limited to, 45 C.F.R. 164.502(b) and 164.514(d).
c. Impermissible Uses and Disclosures.
i. Business Associate shall not disclose the PHI of Covered Entity to another covered entity
without the written authorization of Covered Entity.
ii. Business Associate shall not share, use, disclose or make available any Covered Entity PHI in
any form via any medium with or to any person or entity beyond the boundaries or
jurisdiction of the United States without express written authorization from Covered Entity.
d. Business Associate's Subcontractors.
i. Business Associate shall, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and 164.308(b)(2),
ensure that any Subcontractors who create, receive, maintain, or transmit PHI on behalf of
Business Associate agree in writing to the same restrictions, conditions, and requirements that
apply to Business Associate with respect to safeguarding PHI.
ii. Business Associate shall provide to Covered Entity, on Covered Entity's request, a list of
Subcontractors who have entered into any such agreement with Business Associate.
iii. Business Associate shall provide to Covered Entity, on Covered Entity's request, copies of
any such agreements Business Associate has entered into with Subcontractors.
e. Access to System. If Business Associate needs access to a Covered Entity Information Technology
system to comply with its obligations under the Contract or this Agreement, Business Associate shall
request, review, and comply with any and all policies applicable to Covered Entity regarding such
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system including, but not limited to, any policies promulgated by the Office of Information
Technology and available at http://oit.state.co.us/about/policies.
f. Access to PHI. Business Associate shall, within ten days of receiving a written request from Covered
Entity, make available PHI in a Designated Record Set to Covered Entity as necessary to satisfy
Covered Entity's obligations under 45 C.F.R. 164.524.
g.
Amendment of PHI.
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.
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ii. Business Associate, upon the request of Covered Entity, shall fully cooperate with Covered
Entity's efforts to audit Business Associate's compliance with applicable HIPAA Rules. If,
through audit or inspection, Covered Entity determines that Business Associate's conduct
would result in violation of the HIPAA Rules or is in violation of the Contract or this
Agreement, Business Associate shall promptly remedy any such violation and shall certify
completion of its remedy in writing to Covered Entity.
1. Appropriate Safeguards.
i. Business Associate shall use appropriate safeguards and comply with Subpart C of 45 C.F.R.
Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other than as
provided in this Agreement.
ii. Business Associate shall safeguard the PHI from tampering and unauthorized disclosures.
iii. Business Associate shall maintain the confidentiality of passwords and other data required for
accessing this information.
iv. Business Associate shall extend protection beyond the initial information obtained from
Covered Entity to any databases or collections of PHI containing information derived from
the PHI. The provisions of this section shall be in force unless PHI is de -identified in
conformance to the requirements of the HIPAA Rules.
m. Safeguard During Transmission.
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. Reportin og f 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.
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iv. Business Associate shall have the burden of demonstrating that all notifications were made as
required, including evidence demonstrating the necessity of any delay.
o. Business Associate's Insurance and Notification Costs.
i. Business Associate shall bear all costs of a Breach response including, without limitation,
notifications, and shall maintain insurance to cover:
A. loss of PHI data;
B. Breach notification requirements specified in HIPAA Rules and in §24-73-103,
C.R.S.; and
C. claims based upon alleged violations of privacy rights through improper use or
disclosure of PHI.
ii. All such policies shall meet or exceed the minimum insurance requirements of the Contract
or otherwise as may be approved by Covered Entity (e.g., occurrence basis, combined single
dollar limits, annual aggregate dollar limits, additional insured status, and notice of
cancellation).
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.
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.
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r. Retention of PHI. Except upon termination of this Agreement as provided in Section 5, below,
Business Associate and its Subcontractors or agents shall retain all PHI throughout the term of this
Agreement, and shall continue to maintain the accounting of disclosures required under Section 3.h,
above, for a period of six years.
4. OBLIGATIONS OF COVERED ENTITY
a. Safeguards During Transmission. Covered Entity shall be responsible for using appropriate
safeguards including encryption of PHI, to maintain and ensure the confidentiality, integrity, and
security of PHI transmitted pursuant to this Agreement, in accordance with the standards and
requirements of the HIPAA Rules.
b. Notice of Changes.
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.
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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.
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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.
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APPENDIX TFAA BUSINESS ASS CIA E 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
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EXHIBIT D
BUDGET FUNDING REQUEST CONTRACT
SFY 2021 FUNDING REQUEST
TITLE III & TITLE VII & STATE FUNDING FOR SENIOR
SERVICES
WELD COUNTY, COLORADO
WELD COUNTY DEPARTMENT OF HUMAN SERVICES
WELD COUNTY AREA AGENCY ON AGING
REGION 2B
JULY 1, 2021 TO JUNE 30, 2022
BUDGET FUNDING SFY 21
FUNDING PART
SFY 2021 FEDERAL
AND STATE FUNDS
TOTAL CONTRACT
TITLE III - PART B
$259,998.00
TITLE III - PART C1
$345,798.00
TITLE III - PART C2
$180,597.00
TITLE III - PART D
$18,386.00
TITLE III - PART E
$109,874.00
STATE E MATCH
$7,333.00
FEDERAL ADMINISTRATION
$95,231.00
TITLE VII - EA
$2,174.00
TITLE VII - OMB
$8,548.00
STATE SERVICES
$1,136,553.00
STATE ADMINISTRATION
$126,284.00
HOMESTEAD ACT STATE SERVICES
$139,388.00
HOMESTEAD ACT ADMIN
$15,488.00
GRAND
TOTAL
$2,445,652.00
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EXHIBIT E
Supplemental Provisions for Federal Awards
For the purposes of this Exhibit only, Contractor is also identified as "Subrecipient." This Contract has been
funded, in whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of
these Supplemental Provisions for Federal Awards, the Special Provisions, the Contract or any attachments or
exhibits incorporated into and made a part of the Contract, the Supplemental Provisions for Federal Awards
shall control. In the event of a conflict between the Supplemental Provisions for Federal Awards and the
FFATA Supplemental Provisions (if any), the FFATA Supplemental Provisions shall control.
1) Federal Award Identification
i. Subrecipient: Region 2-B, Weld County, Colorado, Weld County Department of
Human Services, Weld County Area Agency on Aging;
ii. Subrecipient DUNS number: 075757955;
iii. The Federal Award Identification Number (FAIN) is 2001 COOASS-02; 2001 COOAHD-02;
2001 COOAPH-02; 2001 COOAFC-02; 2001 COOAEA-02; and 2001 COOAOM-02
iv. The Federal award date is January 31, 2020;
v. The subaward period of performance start date is October 1, 2019 and end date is September 30,
2021;
vi. Federal Funds available in SFY 2021:
SFY
2020-2021
FUNDING
PART
FEDERAL
SFY 2020-2021
FUNDS
AVAILABLE
FEDERAL FUNDS
FFY 2019-2021
AVAILABLE
SFY 2021
FEDERAL ADMIN *
$95,231.00
*
SFY 2021
FEDERAL PART B
$259,998.00
$5,644,219.00
SFY 2021
FEDERAL PART C-1
$345,798.00
$7,359,613.00
SFY 2021
FEDERAL PART C-2
$180,597.00
$3,844,012.00
SFY 2021
FEDERAL PART D
$18,386.00
$358,261.00
SFY 2021
FEDERAL PART E
$109,874.00
$2,504,943.00
SFY 2021
FED ELDER
ABUSE PREY.
$2,174.00
$56,082.00
SFY 2021
FEDERAL OMBUDSMAN
$8,548.00
$268,709.00
TOTAL
*Is comprised of 10% Federal Parts B, C-1, C-2, and
$1,020,606.00
E as authorized by the Older American's
Act.
$20,035,839.00
Supplemental Provisions for Federal Awards
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vii. Federal award project description: Older Americans Act Title III — Grants for State and Community
Programs on Aging and Older Americans Act Title VII — Allotments for Vulnerable Elder Rights
Protection Activities;
viii. The name of the Federal awarding agency is Department of Health and Human Services,
Administration for Community Living; the name of the pass -through entity is the State of Colorado,
Department of Human Services (CDHS); and the contact information for the awarding official is
Percy Devine 303.844.7815 and Robin Boldoe 303.844.7894;
ix. The Catalog of Federal Domestic Assistance (CFDA) number is:
SFY 2021
PROGRAM TITLE
GRANT #
CFDA #
FFY 2019-2021
FEDERAL GRANT
AWARD
SFY 2021
SFY 2021
SFY 2021
SFY 2021
SFY 2021
TITLE III B SUPPORTIVE SERVICES
TITLE III C1 CONGREGATE MEALS
TITLE III C2 HOME -DELIVERED MEALS
TITLE III D PREVENTIVE HEALTH
TITLE III E NFCSP
2001 COOASS-02
2001COOACM-02
2001 COOAHD-02
2001 COOAPH-02
2001 COOAFC-02
93.044
93.045
93.045
93.043
93.052
$5,644,219.00
$7,359,613.00
$3,844,012.00
$358,261.00
$2,504,943.00
TOTAL TITLE III $19,711,048.00
SFY 2021
SFY 2021
TITLE VII ELDER ABUSE PREVENTION
TITLE VII OMBUDSMAN
2001 COOAEA-02
2001 COOAOM -02
93.041
93.042
$56,082.00
$268,709.00
TOTAL TITLE VII $324,791.00
GRAND TOTAL TITLE III AND TITLE VII $20,035,839.00
x. This award is not for research & development;
xi. The indirect cost rate for the Federal award (including if the de minimis rate is charged per 2 CFR
§200.414 Indirect (F&A) costs) is pre -determined based upon the State of Colorado and CDHS cost
allocation plan.
2) All requirements imposed by CDHS on Subrecipient so that the Federal award is used in accordance with
Federal statutes, regulations, and the terms and conditions of the Federal award, are stated in Exhibit A,
Statement of Work.
3) Any additional requirements that CDHS imposes on Subrecipient in order for CDHS to meet its own
responsibility to the Federal awarding agency, including identification of any required financial and
performance reports, are stated in Exhibit A, Statement of Work.
4) Subrecipient's approved indirect cost rate is the Federally Approved Cost Allocation Plan..
5) Subrecipient must permit CDHS and auditors to have access to Subrecipient's records and financial
statements as necessary for CDHS to meet the requirements of 2 CFR §200.331 Requirements for pass -
through entities, §§ 200.300 Statutory and National Policy Requirements through §200.309 Period of
performance, and Subpart F Audit Requirements of this Part.
6) The appropriate terms and conditions concerning closeout of the subaward are listed in Section 18 of this
Exhibit and Exhibit A, Statement of Work.
7) Performance and Final Status. Subrecipient shall submit all financial, performance, and other reports to
CDHS no later than 45 calendar days after the period of performance end date or sooner termination of this
Contract containing an evaluation and review of Subrecipient's performance and the final status of
Subrecipient's obligations hereunder.
Supplemental Provisions for Federal Awards
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8) Matching Funds
If a box below is checked, the accompanying provision applies.
i. ❑ Subrecipient is not required to provide matching funds.
ii. IZ Subrecipient shall provide matching funds as stated in Exhibit A, Statement of Work.
Subrecipient shall have raised the full amount of matching funds prior to the Effective Date and
shall report to CDHS regarding the status of such funds upon request. Subrecipient's obligation to
pay all or any part of any matching funds, whether direct or contingent, only extends to funds duly
and lawfully appropriated for the purposes of this Contract by the authorized representatives of the
Subrecipient and paid into the Subrecipient's treasury or bank account. Subrecipient represents to
CDHS that the amount designated as matching funds has been legally appropriated for the
purposes of this Contract by its authorized representatives and paid into its treasury or bank
account. Subrecipient does not by this Contract irrevocably pledge present cash reserves for
payments in future fiscal years, and this Contract is not intended to create a multiple -fiscal year
debt of the Subrecipient. Subrecipient shall not pay or be liable for any claimed interest, late
charges, fees, taxes or penalties of any nature, except as required by Subrecipient's laws or
policies.
9) Record Retention Period. The record retention period previously stated in this Contract is replaced with the
record retention period prescribed in 2 CFR §200.333.
10) Single Audit Requirements. If Subrecipient expends $750,000 or more in Federal Awards during
Subrecipient's fiscal year, Subrecipient shall procure or arrange for a single or program -specific audit
conducted for that year in accordance with the provisions of Subpart F -Audit Requirements of the Uniform
Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR
§200.501.
i. Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance
§200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in
accordance with §200.507 (Program -specific audits). Subrecipient may elect to have a program -
specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding
research and development) and the Federal program's statutes, regulations, or the terms and
conditions of the Federal award do not require a financial statement audit of CDHS. A program -
specific audit may not be elected for research and development unless all of the Federal Awards
expended were received from CDHS and CDHS approves in advance a program -specific audit.
ii. Exemption. If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year,
Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2
CFR §200.503 (Relation to other audit requirements), but records shall be available for review or
audit by appropriate officials of the Federal agency, the State, and the Government Accountability
Office.
iii. Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the
audit required by Part F of the Uniform Guidance and ensure it is properly performed and
submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare
appropriate financial statements, including the schedule of expenditures of Federal awards in
accordance with Uniform Guidance §200.510 (Financial statements) and provide the auditor with
access to personnel, accounts, books, records, supporting documentation, and other information as
needed for the auditor to perform the audit required by 2 CFR Part F -Audit Requirements
Supplemental Provisions for Federal Awards
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1) Contract Provisions. Subrecipient shall comply with and shall include all of the following applicable
provisions in all subcontracts entered into by it pursuant to this Contract:
i. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts
that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall
include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with
Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-
1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246
Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60,
"Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of
Labor."
"During the performance of this contract, the contractor agrees as follows:
a) The contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. The contractor will take affirmative
action to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, sex, or national origin. Such action
shall include, but not be limited to the following: Employment, upgrading, demotion, or
transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other
forms of compensation; and selection for training, including apprenticeship. The contractor
agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided by the contracting officer setting forth the provisions of
this nondiscrimination clause.
b) The contractor will, in all solicitations or advertisements for employees placed by or on
behalf of the contractor, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, or national origin.
c) The contractor will send to each labor union or representative of workers with which he has
a collective bargaining agreement or other contract or understanding, a notice to be
provided by the agency contracting officer, advising the labor union or workers'
representative of the contractor's commitments under section 202 of Executive Order 11246
of September 24, 1965, and shall post copies of the notice in conspicuous places available
to employees and applicants for employment.
d) The contractor will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
e) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or
pursuant thereto, and will permit access to his books, records, and accounts by the
contracting agency and the Secretary of Labor for purposes of investigation to ascertain
compliance with such rules, regulations, and orders.
f) In the event of the contractor's non-compliance with the nondiscrimination clauses of this
contract or with any of such rules, regulations, or orders, this contract may be canceled,
terminated or suspended in whole or in part and the contractor may be declared ineligible for
further Government contracts in accordance with procedures authorized in Executive Order
11246 of September 24, 1965, and such other sanctions may be imposed and remedies
invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation,
or order of the Secretary of Labor, or as otherwise provided by law.
Supplemental Provisions for Federal Awards Page 4 of 6 Issued 3/16/2016
Revised 11/18/2016
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g) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract
or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor
issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that
such provisions will be binding upon each subcontractor or vendor. The contractor will take
such action with respect to any subcontract or purchase order as may be directed by the
Secretary of Labor as a means of enforcing such provisions including sanctions for
noncompliance: Provided, however, that in the event the contractor becomes involved in, or
is threatened with, litigation with a subcontractor or vendor as a result of such direction, the
contractor may request the United States to enter into such litigation to protect the interests
of the United States."
ii. 4.2 Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by
Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -
Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-
3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor
Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted
Construction"). In accordance with the statute, contractors must be required to pay wages to
laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must be required to pay
wages not less than once a week. The non -Federal entity must place a copy of the current
prevailing wage determination issued by the Department of Labor in each solicitation. The decision
to award a contract or subcontract must be conditioned upon the acceptance of the wage
determination. The non -Federal entity must report all suspected or reported violations to the
Federal awarding agency. The contracts must also include a provision for compliance with the
Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor
regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work
Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that
each contractor or Subrecipient must be prohibited from inducing, by any means, any person
employed in the construction, completion, or repair of public work, to give up any part of the
compensation to which he or she is otherwise entitled. The non -Federal entity must report all
suspected or reported violations to the Federal awarding agency.
iii. Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the
definition of "funding agreement" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a
contract with a small business firm or nonprofit organization regarding the substitution of parties,
assignment or performance of experimental, developmental, or research work under that "funding
agreement," Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to
Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding
agency.
iv. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C.
1251-1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain
a provision that requires the non -Federal award to agree to comply with all applicable standards,
orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal
Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the
Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
Supplemental Provisions for Federal Awards
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Revised 11/18/2016
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v. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR
180.220) must not be made to parties listed on the government wide exclusions in the System for
Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement
Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p.
235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred,
suspended, or otherwise excluded by agencies, as well as parties declared ineligible under
statutory or regulatory authority other than Executive Order 12549.
vi. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award
exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing
or attempting to influence an officer or employee of any agency, a member of Congress, officer or
employee of Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any other award covered by 31 U.S.C.1352. Each tier must also disclose
any lobbying with non -Federal funds that takes place in connection with obtaining any Federal
award. Such disclosures are forwarded from tier to tier up to the non -Federal award.
2) Compliance. Subrecipient shall comply with all applicable provisions of The Office of Management and
Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards
(Uniform Guidance), including but not limited to these Supplemental Provisions for Federal Awards. Any
revisions to such provisions automatically shall become a part of these Supplemental Provisions, without
the necessity of either party executing any further instrument. CDHS may provide written notification to
Subrecipient of such revisions, but such notice shall not be a condition precedent to the effectiveness of
such revisions.
3) Procurement Procedures. Subrecipient shall use its own documented procurement procedures which
reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform to
applicable Federal law and the standards identified in the Uniform Guidance, including without limitation,
§§200.318 through 200.326 thereof.
4) Certifications. Unless prohibited by Federal statutes or regulations, CDHS may require Subrecipient to
submit certifications and representations required by Federal statutes or regulations on an annual basis (2
CFR §200.208). Submission may be required more frequently if Subrecipient fails to meet a requirement of
the Federal award. Subrecipient shall certify in writing to CDHS at the end of the Contract that the project
or activity was completed or the level of effort was expended. 2 CFR §200.201(b)(3). If the required level of
activity or effort was not carried out, the amount of the Contract must be adjusted.
5) Event of Default. Failure to comply with the Uniform Guidance or these Supplemental Provisions for
Federal Awards shall constitute an event of default under the Contract pursuant to 2 CFR §200.339 and
CDHS may terminate the Contract in accordance with the termination provisions in the Contract.
6) Close Out. Subrecipient shall close out this Contract within 90 days after the End Date. Contract close out
entails submission to CDHS by Subrecipient of all documentation defined as a deliverable in this Contract,
and Subrecipient's final reimbursement request. CDHS shall withhold 5% of the allowable costs until all
final project documentation has been submitted and accepted by State as substantially complete. If the
project has not been closed by the Federal awarding agency within 1 year and 90 days after the End Date
due to Subrecipient's failure to submit required documentation that CDHS has requested from
Subrecipient, then Subrecipient may be prohibited from applying for new Federal awards through the State
until such documentation has been submitted and accepted.
7) Erroneous Payments. The closeout of a Federal award does not affect the right of the Federal awarding
agency or CDHS to disallow costs and recover funds on the basis of a later audit or other review. Any cost
disallowance recovery is to be made within the record retention period.
EXHIBIT END
Supplemental Provisions for Federal Awards Page 6 of 6 Issued 3/16/2016
Revised 11/18/2016
Entity Information
Entity Name* Entity ID*
COLORADO DEPARTMENT OF HUMAN @00003650
SERVICES
❑ New Entity?
Contract Name* Contract ID
COLORADO DEPARTMENT OF HUMAN SERVICES 4039
(CONTRACT 21 IHEA 160180)
Contract Status
CTB REVIEW
Contract Lead*
CULLINTA
Contract Lead Email
cullinta @co.weld. co . u s;cobbxxl
k@co.weld.cous
Parent Contract ID
Requires Board Approval
YES
Department Project ik
Contract Description *
STA I U OF COLORADO CONTRACT FOR AREA AGENCY ON AGING OLDER AMERICANS ACT SERVICES. TERM: 09/01/20-
06/30/21. AMOUNT: $2,445_652 00.
Contract Description 2
Contract Type*
CONTRACT
Amount*
$2,4-45 652.66
Renewable*
NO
Automatic Renewal
IGA
Depat tmien[ Requested BOCC Agenda Due Date
HUMAN SERVICES Date* 08/20/2020
08/24/2020
Department Email
CM-
HumanServices@weldgov.com
Department Head Email
CM-HumanServices-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
A I I ORNEY EMAIL
County Attorney Email
CM-
COUNTYA I I URN EY@WELD
GOV. COM
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be included?
If this is a renewal enter previous Contract ID
If this is part of a NSA enter NSA Contract ID
Note: the Previous Contract. Number and Master Services Agreement Number should be left blank if those contracts are not in
OnBase
Contract Dates
Effective Date Review Date* Renewal Date
05/01/2021
Termination Notice Period Committed Delivery Date Expiration Date*
06/36/2021
Contact Information
Contact Info
Contact Name
Contact Type Contact Email
Contact Phone 1 Contact Phone 2
Purchasing
Approval Process
Department Head
JAMIE ULRICH
DH Approved Date
08/19/2020
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
08/24/2020
Originator
CULLINTA
Finance Approver
BARB CONNOLLY
Purchasing Approved Date
Finance Approved Date
08/19/2020
Tyler Ref #
AG 082420
Legal Counsel
GABE KALOUSEK
Legal Counsel Approved Date
08/19/2020
Submit
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