HomeMy WebLinkAbout20192177.tiffRESOLUTION
RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR AGING AND DISABILITY
RESOURCE OF COLORADO (ADRC) TRANSITION -RELATED REFERRALS AND
OPTIONS COUNSELING AND AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Intergovernmental Agreement for
Aging and Disability Resource of Colorado (ADRC) Transition -Related Referrals and Options
Counseling 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, Region 2B
Weld County Area Agency on Aging, and the Colorado Department of Health Care Policy and
Financing, commencing July 1, 2019, and ending June 30, 2020, with further terms and conditions
being as stated in said intergovernmental agreement, and
WHEREAS, after review, the Board deems it advisable to approve said intergovernmental
agreement, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Intergovernmental Agreement for Aging and Disability Resource of
Colorado (ADRC) Transition -Related Referrals and Options Counseling 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, Region 2B Weld County Area Agency on Aging,
and the Colorado Department of Health Care Policy and Financing, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said intergovernmental agreement.
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2019-2177
H R0090
RE: INTERGOVERNMENTAL AGREEMENT FOR AGING AND DISABILITY RESOURCE OF
COLORADO (ADRC) TRANSITION -RELATED REFERRALS AND OPTIONS COUNSELING
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 12th day of June, A.D., 2019.
BOARD OF COUNTY COMMISSIONERS
W COUNTY, COLORADO
ATTEST: dititvo jC ; ok
Weld County Clerk to the Board
Mike Freeman, Pro-Tem
Deputy Clerk to
eunty A''orney
Date of signature: if ?..)%! q
2019-2177
HR0090
COYl+rctc1- g-7CoCo
PRIVILEGED AND CONFIDENTIAL
MEMORANDUM
DATE: June 5, 2019
TO: Board of County Commissioners — Pass -Around
FR: Judy A. Griego, Director, Human Services
RE: Weld County Department of Human Services'
ADRC-Transition Related Referrals and Options
Counseling Contract
Please review and indicate if you would like a work session prior to placing this item on the
Board's agenda.
Request Board Approval of the Departments' ADRC-Transition Related Referrals and
Options Counseling Contract. The State has issued a new contract between Aging and
Disability Resource of Colorado (ADRC) Region 2 B Weld County Area Agency on Aging and
the Colorado Department of Health Care Policy and Financing (HCPF). The ADRC is a
program that exists within the Area Agency on Aging. The purpose of this contract is to expand
the capacity of ADRC to enable an ADRC site to respond to Minimum Data Set (MDS) 3.0
Section Q referrals and provide Options Counseling. Options Counseling will be provided to
residents in nursing homes who have formally indicated through the process a desire to leave the
nursing home and relocate to a community setting.
The contract is due to the State by June 14, 2019. The initial contract term is July 1, 2019,
through June 30, 2020, with a maximum amount of $12,700.18.
I do not recommend a Work Session. I recommend approval of this Contract and authorize the
Chair to sign.
Sean P. Conway
Mike Freeman, Pro -Tern
Scott James
Barbara Kirkmeyer, Chair
Steve Moreno
Approve Schedule
Recommendation Work Session
NLr
Other/Comments:
Pass -Around Memorandum; June 5, 2019 — CMS 2766
Page 1
2019-2177
I -I ROOG O
STATE OF COLORADO INTERGOVERNMENTAL
AGREEMENT
COVER PAGE
State Agency
Department of Health Care Policy and Financing
Contract Number
20-139139
Contractor
Region 2B Weld County Area Agency on Aging
Contract Performance Beginning Date
The later of the Effective Date or July 1, 2019
Contract Maximum Amount
Initial Term
State Fiscal Year 2020 $12,700.18
Total for All State Fiscal Years $12,700.18
Initial Contract Expiration Date
June 30, 2020
Contract Authority
Authority to enter into this Contract exists in Colorado
Revised Statutes (CRS) at §25.5-6-106, et seq.
Contract Purpose
The purpose of this Contract is to expand the capacity of Aging and Disability Resources for Colorado (ADRC) to enable an
ADRC Site to respond to Minimum Data Set (MDS) 3.0 Section Q Referrals, and to provide Options Counseling to those
nursing home Members referred.
This Contract is exempt from the Colorado Procurement Code pursuant to the exemption in 24-101-105(1)(a)(XII).
Exhibits and Order of Precedence
The following Exhibits and attachments are included with this Contract:
1. Exhibit A — HIPAA Business Associates Addendum
2. Exhibit B — Statement of Work
3. Exhibit C — Rates
4. Exhibit D — Sample Option Letter
5. Exhibit E — Information Technology Provisions
6. Exhibit F — CMS — R-0235 Addendum
In the event of a conflict or inconsistency between this Contract and any Exhibit or attachment, such conflict or inconsistency
shall be resolved by reference to the documents in the following order of priority:
1. Colorado Special Provisions in §17 of the main body of this Contract.
2. The provisions of the other sections of the main body of this Contract.
3. Exhibit A, HIPAA Business Associates Addendum.
4. Exhibit E, Information Technology Provisions.
5. Exhibit B, Statement of Work.
6. Exhibit C, Rates.
7. Exhibit D, Sample Option Letter.
8. Exhibit F, CMS - R-0235 Addendum.
Principal Representatives
For the State: For Contractor:
Katy Barnett Kelly Morrison
Department of Health Care Policy and Financing Region 2B
1570 Grant Street 311 N 11 `h Ave
Denver, CO 80203 Greeley, CO 80632
katy.barnett@hcpf.state.co.us kmorrison@weldgov.com
Contract Number: 20-139139
Page 1 of 22
0619-x177(1)
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Each person signing this Contract represents and warrants that the signer is duly authorized to execute this Contract and to
bind the Party authorizing such signature.
CONTRACTOR
Region 2B Weld County Area Agency on Aging
Department
Kim
STATE OF COLORADO
Jared S. Polis, Governor
of Health Care Policy and Financing
Bim ste xeeutive Director
74.,By: Barbara Kirkmeye , Weld Coun Commissioner
Date: JUN 12 2019
By: Kim
Date:
Bimestefer, Execut ve rector
Co . 2A-- _ 6)
LEGAL REVIEW
Phil Weiser, Attorney General
By: M/J
Date:
Assistant Attorney General
In accordance with §24-30-202, C.R.S., this Contract
STAT
Ro
By:
is not valid until signed and dated below by the State Controller or an
authorized delegate.
CONTROLLER
, A, l�'[BA, JD
Departm'n
Effective
H . lth are Policy and Financing
Date: [U_/30 6
Contract Numbcr: 20-139139 Page 2 of 22
-ao la- Q111 (3)
TABLE OF CONTENTS
1. PARTIES 4
2. TERM AND EFFECTIVE DATE 4
3. DEFINITIONS 5
4. STATEMENT OF WORK 8
5. PAYMENTS TO CONTRACTOR 8
6. REPORTING - NOTIFICATION 9
7. CONTRACTOR RECORDS 9
8. CONFIDENTIAL INFORMATION -STATE RECORDS 10
9. CONFLICTS OF INTEREST 12
10. INSURANCE 12
11. BREACH OF CONTRACT 14
12. REMEDIES 14
13. DISPUTE RESOLUTION 16
14. NOTICES AND REPRESENTATIVES 17
15. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 17
16. GENERAL PROVISIONS 18
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1) 20
EXHIBIT A, HIPAA BUSINESS ASSOCIATES ADDENDUM 1
EXHIBIT B, STATEMENT OF WORK 1
EXHIBIT C, RATES 1
EXHIBIT D, SAMPLE OPTION LETTER 1
EXHIBIT E, INFORMATION TECHNOLOGY PROVISIONS 1
EXHIBIT F, CMS - R-0235 ADDENDUM 1
Contract Number: 20-139139 Page 3 of 22
1. PARTIES
This Contract is entered into by and between Contractor named on the Cover Page for this Contract
(the "Contractor"), and the STATE OF COLORADO acting by and through the State agency
named on the Cover Page for this Contract (the "State"). 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 Cover Page for this Contract and shall terminate
on the Initial Contract Expiration Date shown on the Cover Page 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
The State, at its discretion, shall have the option to extend the performance under this
Contract beyond the Initial Term for a period, or for successive periods, of one (1) year or
less 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 the Sample Option Letter attached to this
Contract. Except as stated in §2.D, the total duration of this Contract, including the exercise
of any options to extend, shall not exceed five (5) years from its Effective Date absent prior
approval from the State Purchasing Director in accordance with the Colorado Procurement
Code.
The rates shown in Exhibit C, rates are determined by Department methodology. The State,
at its discretion, shall have the option to increase or decrease the rates shown in Exhibit C,
Rates, as the State determines is necessary to account for inflation or legislative changes. In
order to exercise this option, the State shall provide written notice to Contractor in a form
substantially equivalent to Exhibit D, Sample Option Letter, and any new rates table or
exhibit shall be effective as of the effective date of that notice unless the notice provides for
a different date.
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 §14, may
unilaterally extend such Initial Term or Extension Term for a period not to exceed two (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 this Contract.
Contract Number: 20-139139 Page 4 of 22
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.
i. Method and Content
The State shall notify Contractor of such termination in accordance with §14. 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.
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 sixty percent (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 that are directly
attributable to the uncompleted portion of Contractor's obligations, provided that the
sum of any and all reimbursement shall not exceed the maximum amount payable to
Contractor hereunder.
3. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Breach of Contract" means the failure of a Party to perform any of its obligations in
accordance with this Contract, in whole or in part or in a timely or satisfactory manner. 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 in which the State is open and conducting business, but shall
not include Saturday, Sunday, or any day which the State observes one of the holidays listed
in C.R.S. §24-11-101(1).
C. "Chief Procurement Officer" means the individual to whom the Executive Director has
delegated his or her authority pursuant to C.R.S. §24-102-202 to procure or supervise the
procurement of all supplies and services needed by the state.
D. "Colorado Open Records Act (CORA)" means C.R.S. §24-72-200.1, et. seq.
E. "Contract" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
Contract Number: 20-139139 Page 5 of 22
modifications thereto.
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. "Criminal Justice Information (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
C.R.S. §24-72-302.
H. "Effective Date" means the date on which this Contract is approved and signed by the
Colorado State Controller or designee, as shown on the Cover Page for this Contract.
I. "End of Term Extension" means the time period defined in §2.D
J. "Exhibits" means the following exhibits attached to this Contract:
i. Exhibit A, HIPAA Business Associates Addendum
ii. Exhibit B, Statement of Work
iii. Exhibit C, Rates
iv. Exhibit D, Sample Option Letter
v. Exhibit E, Information Technology Provisions
vi. Exhibit F, CMS — R-0235 Addendum
K. "Extension Term" means the time period defined in §2.C
L. "Goods" means any movable material acquired, produced, or delivered by Contractor as set
forth in this Contract and shall include any movable material acquired, produced, or delivered
by Contractor in connection with the Services.
M. "Incident" means any accidental or deliberate event that results in or constitutes an imminent
threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of
any communications or information resources of the State, which are included as part of the
Work, as described in C.R.S. §24-37.5-401, et. seq. 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. "Payment Card Information (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.
"Personal Health Information (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
Q.
Contract Number: 20-139139 Page 6 of 22
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.
R. "Personally Identifiable Information (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 C.R.S. §24-72-501.
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.
U. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller
pursuant to C.R.S. §24-30-202(13)(a).
V. "State Fiscal Year" means a twelve-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,
Contract Number: 20-139139 Page 7 of 22
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 Exhibit B. 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 State Fiscal Year shown on the Cover Page for this Contract.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Contractor in the amounts and in accordance with the schedule
and other conditions set forth in Exhibit C.
b. Contractor shall initiate payment requests by invoice to the State, in a form and
manner approved by the State.
c. The State shall pay each invoice within forty-five (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 this Contract.
ii. Interest
Amounts not paid by the State within forty-five (45) days of the State's acceptance of
the invoice shall bear interest on the unpaid balance beginning on the forty-fifth (45th)
day at the rate of one percent (1%) per month, as required by C.R.S. §24-30-202(24)(a),
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 thirty (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
Contract Number: 20-139139 Page 8 of 22
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.
6. REPORTING - NOTIFICATION
A. 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 ten (10) 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 in §14.
C. Performance Outside the State of Colorado or the United States, C.R.S. §24-102-206.
To the extent not previously disclosed in accordance with C.R.S. §24-102-206, Contractor
shall provide written notice to the State, in accordance with §14, within twenty (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
Contract Number: 20-139139 Page 9 of 22
all documents, records, communications, notes and other materials maintained by Contractor
that relate to any Work performed by Subcontractors, and Contractor shall maintain all
records related to the Work performed by Subcontractors required to ensure proper
performance of that Work. Contractor shall maintain Contractor Records until the last to
occur of: (i) the date three (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 two (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
Contract Number: 20-139139 Page 10 of 22
immediately forward any request or demand for State Records to the State's principal
representative.
B. Other Entity Access and Nondisclosure Agreements
Contractor may provide State Records to its agents, employees, assigns and Subcontractors
as necessary to perform the Work, but shall restrict access to State Confidential Information
to those agents, employees, assigns and Subcontractors who require access to perform their
obligations under this Contract. Contractor shall ensure all such agents, employees, assigns,
and Subcontractors sign agreements containing nondisclosure provisions at least as protective
as those in this Contract, and that the nondisclosure provisions are in force at all times the
agent, employee, assign or Subcontractor has access to any State Confidential Information.
Contractor shall provide copies of those signed nondisclosure provisions to the State upon
execution of the nondisclosure provisions.
C. Use, Security, and Retention
Contractor shall use, hold and maintain State Confidential Information in compliance with
any and all applicable laws and regulations in facilities located within the United States, and
shall maintain a secure environment that ensures confidentiality of all State Confidential
Information wherever located. Contractor shall provide the State with access, subject to
Contractor's reasonable security requirements, for purposes of inspecting and monitoring
access and use of State Confidential Information and evaluating security control
effectiveness. Upon the expiration or termination of this Contract, Contractor shall return
State Records provided to Contractor or destroy such State Records and certify to the State
that it has done so, as directed by the State. If Contractor is prevented by law or regulation
from returning or destroying State Confidential Information, Contractor warrants it will
guarantee the confidentiality of, and cease to use, such State Confidential Information.
D. Incident Notice and Remediation
If Contractor becomes aware of any Incident, it shall notify the State immediately and
cooperate with the State regarding recovery, remediation, and the necessity to involve law
enforcement, as determined by the State. Unless Contractor can establish that none of
Contractor or any of its agents, employees, assigns or Subcontractors are the cause or source
of the Incident, 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.
Contract Number: 20-139139 Page 11 of 22
E. Data Protection and Handling
Contractor shall ensure that all State Records and Work Product in the possession of
Contractor or any Subcontractors are protected and handled in accordance with the
requirements of this Contract, including the requirements of any Exhibits hereto, at all times.
F. Safeguarding PII
If Contractor or any of its Subcontractors will or may receive PII under this Contract,
Contractor shall provide for the security of such PII, in a manner and form acceptable to the
State, including, without limitation, State non -disclosure requirements, use of appropriate
technology, security practices, computer access security, data access security, data storage
encryption, data transmission encryption, security inspections, and audits. Contractor shall
be a "Third -Party Service Provider" as defined in §24-73-103(1)(i), C.R.S. and shall maintain
security procedures and practices consistent with §§24-73-101 et seq., C.R.S.
9. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Contractor shall not engage in any business or activities, or maintain any relationships that
conflict in any way with the full performance of the obligations of Contractor under this
Contract. Such a conflict of interest would arise when a Contractor's 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.
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. All insurance
policies required by this Contract that are not provided through self-insurance shall be issued by
insurance companies as approved by the state.
A. Contractor Insurance
The Contractor is a "public entity" within the meaning of the Colorado Governmental
Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA") and shall maintain 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.
B. Subcontractor Requirements
Contract Number: 20-139139 Page 12 of 22
Contractor shall ensure that each Subcontractor that is a public entity within the meaning of
the GIA, maintains at all times during the terms of this Contract, such liability insurance, by
commercial policy or self-insurance, as is necessary to meet the Subcontractor's obligations
under the GIA. Contractor shall ensure that each Subcontractor that is not a public entity
within the meaning of the GIA, maintains at all times during the terms of this Contract all of
the following insurance policies:
i. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability
insurance covering all Contractor or Subcontractor employees acting within the course
and scope of their employment.
ii. 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:
a. $1,000,000 each occurrence;
b. $1,000,000 general aggregate;
c. $1,000,000 products and completed operations aggregate; and
d. $50,000 any 1 fire.
iii. 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.
iv. 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:
a. $1,000,000 each occurrence; and
b. $2,000,000 general aggregate.
v. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or
any negligent act with minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate.
vi. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as
follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate.
C. Additional Insured
Contract Number: 20-139139 Page 13 of 22
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.
D. 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.
E. Cancellation
All commercial 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 §14 within 7 days of Contractor's receipt of such notice.
F. Subrogation Waiver
All commercial 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.
G. Certificates
For each commercial insurance plan provided by Contractor under this Contract, 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 §10.
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 this 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
Contract Number: 20-139139 Page 14 of 22
If Contractor is in breach under any provision of this Contract and fails to cure such breach,
the State, following the notice and cure period set forth in §11, shall have all of the remedies
listed in this section. in addition to all other remedies set forth in this Contract or at law. The
State may exercise any or all of the remedies available to it, in its discretion, concurrently or
consecutively.
i. Termination for Breach
In the event of Contractor's uncured breach, the State may terminate this entire Contract
or any part of this Contract. Contractor shall continue performance of this Contract to
the extent not terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Contractor shall not incur further
obligations or render further performance past the effective date of such notice,
and shall terminate outstanding orders and subcontracts with third parties.
However, Contractor shall complete and deliver to the State all Work not
cancelled by the termination notice, and may incur obligations as necessary to do
so within this Contract's terms. At the request of the State, Contractor shall assign
to the State all of Contractor's rights, title, and interest in and to such terminated
orders or subcontracts. Upon termination, Contractor shall take timely, reasonable
and necessary action to protect and preserve property in the possession of
Contractor but in which the State has an interest. At the State's request, Contractor
shall return materials owned by the State in Contractor's possession at the time of
any termination. Contractor shall deliver all completed Work Product and all
Work Product that was in the process of completion to the State at the State's
request.
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Contractor for
accepted Work received as of the date of termination. If, after termination by the
State, the State agrees that Contractor was not in breach or that Contractor's action
or inaction was excusable, such termination shall be treated as a termination in
the public interest, and the rights and obligations of the Parties shall be as if this
Contract had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall remain
liable to the State for any damages sustained by the State in connection with any
breach by Contractor, and the State may withhold payment to Contractor for the
purpose of mitigating the State's damages until such time as the exact amount of
damages due to the State from Contractor is determined. The State may withhold
any amount that may be due Contractor as the State deems necessary to protect
the State against loss including, without limitation, loss as a result of outstanding
liens and excess costs incurred by the State in procuring from third parties
replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies:
Contract Number: 20-139139 Page 15 of 22
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. Removal
Demand immediate removal of any of Contractor's employees, agents, or
Subcontractors from the Work whom the State 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.
e. 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. 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 §13.A fails to resolve the dispute within 10 Business
Days, Contractor shall submit any alleged breach of this Contract by the State to the
Procurement Official of the State Agency named on the Cover Page of this Contract as
Contract Number: 20-139139 Page 16 of 22
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.
14. NOTICES AND REPRESENTATIVES
Each individual identified as a Principal Representative on the Cover Page for this Contract 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 below or (C) as an email with read receipt requested to the principal representative at the
email address, if any, set forth on the Cover Page 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 on the Cover Page for this Contract. Either Party may change its principal
representative or principal representative contact information, or may designate specific other
individuals to receive certain types of notices in addition to or in lieu of a principal representative
by notice submitted in accordance with this section without a formal amendment to this Contract.
15. 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 a work made for hire under applicable law, Contractor hereby assigns to the
State, the entire right, title, and interest in and to copyrights in all Work Product and all
works based upon, derived from, or incorporating the Work Product; all copyright
applications, registrations, extensions, or renewals relating to all Work Product and all
works based upon, derived from, or incorporating the Work Product; and all moral
rights or similar rights with respect to the Work Product throughout the world. To the
extent that Contractor cannot make any of the assignments required by this section,
Contractor hereby grants to the State a perpetual, irrevocable, royalty -free license to
use, modify, copy, publish, display, perform, transfer, distribute, sell, and create
derivative works of the Work Product and all works based upon, derived from, or
Contract Number: 20-139139 Page 17 of 22
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.
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.
16. GENERAL PROVISIONS
A. Assignment
Contractor's rights and obligations under this Contract are personal and may not be
transferred or assigned without the prior, written consent of the State. Any attempt at
assignment or transfer without such consent shall be void. Any assignment or transfer of
Contractor's rights and obligations approved by the State shall be subject to the provisions of
this Contract
B. Subcontracts
Contractor shall not enter into any subcontract in connection with its obligations under this
Contract without the prior, written approval of 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 §16.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.
Contract Number: 20-139139 Page 18 of 22
E. Captions and References
The captions and headings in this Contract are for convenience of reference only, and shall
not be used to interpret, define, or limit its provisions. All references in this Contract to
sections (whether spelled out or using the § symbol), subsections, exhibits or other
attachments, are references to sections, subsections, exhibits or other attachments contained
herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Contract may be executed in multiple, identical, original counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
G. Entire Understanding
This Contract represents the complete integration of all understandings between the Parties
related to the Work, and all prior representations and understandings related to the Work, oral
or written, are merged into this Contract. Prior or contemporaneous additions, deletions, or
other changes to this Contract shall not have any force or effect whatsoever, unless embodied
herein.
H. Digital Signatures
If any signatory signs this agreement using a digital signature in accordance with the
Colorado State Controller Contract, Grant and Purchase Order Policies regarding the use of
digital signatures issued under the State Fiscal Rules, then any agreement or consent to use
digital signatures within the electronic system through which that signatory signed shall be
incorporated into this Contract by reference.
I. Modification
Except as otherwise provided in this Contract, any modification to this Contract shall only be
effective if agreed to in a formal amendment to this Contract, properly executed and 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. 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 this Contract.
L. Survival of Certain Contract Terms
Any provision of this Contract that imposes an obligation on a Party after termination or
expiration of this Contract shall survive the termination or expiration of this Contract and
shall be enforceable by the other Party.
M. Taxes
Contract Number: 20-139139 Page 19 of 22
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.
N. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §16.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 this Contract, and do not create any rights for such third
parties.
O. 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.
P. CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance measures and
standards required under C.R.S. §24-106-107, if any, are subject to public release through
the CORA.
Q.
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.
R. 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.
17. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1)
These Special Provisions apply to all contracts except where noted in italics.
A. STATUTORY APPROVAL. C.R.S. §24-30-202(1)
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. C.R.S. §24-30-202(5.5)
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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
Parties, its departments, boards, commissions committees, bureaus, offices, employees and
officials shall be controlled and limited by the provisions of the Colorado Governmental
Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI,
Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et
seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a
waiver, express or implied, of any of the immunities, rights, benefits, protections, or other
provisions, contained in these statutes.
D. INDEPENDENT CONTRACTOR.
Contractor shall perform its duties hereunder as an independent contractor and not as an
employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to
be an agent or employee of the State. Contractor shall not have authorization, express or
implied, to bind the State to any agreement, liability or understanding, except as expressly
set forth herein. Contractor and its employees and agents are not entitled to
unemployment insurance or workers compensation benefits through the State and the
State shall not pay for or otherwise provide such coverage for Contractor or any of its
agents or employees. Contractor shall pay when due all applicable employment taxes
and income taxes and local head taxes incurred pursuant to this Contract. Contractor
shall (i) provide and keep in force workers' compensation and unemployment
compensation insurance in the amounts required by law, (ii) provide proof thereof when
requested by the State, and (iii) be solely responsible for its acts and those of its
employees and agents.
E. COMPLIANCE WITH LAW.
Contractor shall strictly comply with all applicable federal and State laws, rules, and
regulations in effect or hereafter established, including, without limitation, laws applicable
to discrimination and unfair employment practices.
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. Any term included in this
Contract that limits Contractor's liability that is not void under this section shall apply only
Contract Number: 20-139139 Page 21 of 22
in excess of any insurance to be maintained under this Contract, and no insurance policy shall
be interpreted as being subject to any limitations of liability of this Contract.
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. C.R.S. §§24-18-
201 and 24-50-507
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.
Contract Number: 20-139139 Page 22 of 22
EXHIBIT A, HIPAA BUSINESS ASSOCIATES ADDENDUM
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.
Exhibit A, HIPAA BAA
Page 1 of 9 Revised 8/18
3. OBLIGATIONS AND ACTIVITIES OF BUSINESS ASSOCIATE
a. Permitted Uses and Disclosures.
i. Business Associate shall use and disclose PHI only to accomplish Business Associate's
obligations under the Contract.
i. To the extent Business Associate carries out one or more of Covered Entity's
obligations under Subpart E of 45 C.F.R. Part 164, Business Associate shall comply
with any and all requirements of Subpart E that apply to Covered Entity in the
performance of such obligation.
ii. Business Associate may disclose PHI to carry out the legal responsibilities of Business
Associate, provided, that the disclosure is Required by Law or Business Associate
obtains reasonable assurances from the person to whom the information is disclosed
that:
A. the information will remain confidential and will be used or disclosed only as
Required by Law or for the purpose for which Business Associate originally
disclosed the information to that person, and;
B. the person notifies Business Associate of any Breach involving PHI of which
it is aware.
iii. Business Associate may provide Data Aggregation services relating to the Health Care
Operations of Covered Entity. Business Associate may de -identify any or all PHI
created or received by Business Associate under this Agreement, provided the de -
identification conforms to the requirements of the HIPAA Rules.
d. Minimum Necessary. Business Associate, its Subcontractors and agents, shall access, use, and
disclose only the minimum amount of PHI necessary to accomplish the objectives of the
Contract, in accordance with the Minimum Necessary Requirements of the HIPAA Rules
including, but not limited to, 45 C.F.R. 164.502(b) and 164.514(d).
e. Impermissible Uses and Disclosures.
i. Business Associate shall not disclose the PHI of Covered Entity to another covered
entity without the written authorization of Covered Entity.
ii. Business Associate shall not share, use, disclose or make available any Covered Entity
PHI in any form via any medium with or to any person or entity beyond the boundaries
or jurisdiction of the United States without express written authorization from Covered
Entity.
f. Business Associate's Subcontractors.
i. Business Associate shall, in accordance with 45 C.F.R. 164.502(e)(1)(ii) and
164.308(b)(2), ensure that any Subcontractors who create, receive, maintain, or
Exhibit A, HIPAA BAA
Page 2 of 9 Revised 8/18
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.
g.
Access to System. If Business Associate needs access to a Covered Entity Information
Technology system to comply with its obligations under the Contract or this Agreement,
Business Associate shall request, review, and comply with any and all policies applicable to
Covered Entity regarding such system including, but not limited to, any policies promulgated
by the Office of Information Technology and available at http://oit.state.co.us/about/policies.
h. Access to PHI. Business Associate shall, within ten days of receiving a written request from
Covered Entity, make available PHI in a Designated Record Set to Covered Entity as necessary
to satisfy Covered Entity's obligations under 45 C.F.R. 164.524.
i. Amendment of PHI.
J.
i. Business Associate shall within ten days of receiving a written request from Covered
Entity make any amendment to PHI in a Designated Record Set as directed by or agreed
to by Covered Entity pursuant to 45 C.F.R. 164.526, or take other measures as
necessary to satisfy Covered Entity's obligations under 45 C.F.R. 164.526.
ii. Business Associate shall promptly forward to Covered Entity any request for
amendment of PHI that Business Associate receives directly from an Individual.
Accounting Rights. Business Associate shall, within ten days of receiving a written request
from Covered Entity, maintain and make available to Covered Entity the information necessary
for Covered Entity to satisfy its obligations to provide an accounting of Disclosure under 45
C.F.R. 164.528.
k. Restrictions and Confidential Communications.
i. Business Associate shall restrict the Use or Disclosure of an Individual's PHI within
ten days of notice from Covered Entity of:
A. a restriction on Use or Disclosure of PHI pursuant to 45 C.F.R. 164.522; or
B. a request for confidential communication of PHI pursuant to 45 C.F.R.
164.522.
ii. Business Associate shall not respond directly to an Individual's requests to restrict the
Use or Disclosure of PHI or to send all communication of PHI to an alternate address.
Exhibit A, HIPAA BAA
Page 3 of 9 Revised 8/18
iii. Business Associate shall refer such requests to Covered Entity so that Covered Entity
can coordinate and prepare a timely response to the requesting Individual and provide
direction to Business Associate.
1. Governmental Access to Records. Business Associate shall make its facilities, internal
practices, books, records, and other sources of information, including PHI, available to the
Secretary for purposes of determining compliance with the HIPAA Rules in accordance with
45 C.F.R. 160.310.
m. Audit, Inspection and Enforcement.
i. Business Associate shall obtain and update at least annually a written assessment
performed by an independent third party reasonably acceptable to Covered Entity,
which evaluates the Information Security of the applications, infrastructure, and
processes that interact with the Covered Entity data Business Associate receives,
manipulates, stores and distributes. Upon request by Covered Entity, Business
Associate shall provide to Covered Entity the executive summary of the assessment.
ii. Business Associate, upon the request of Covered Entity, shall fully cooperate with
Covered Entity's efforts to audit Business Associate's compliance with applicable
HIPAA Rules. If, through audit or inspection, Covered Entity determines that
Business Associate's conduct would result in violation of the HIPAA Rules or is in
violation of the Contract or this Agreement, Business Associate shall promptly remedy
any such violation and shall certify completion of its remedy in writing to Covered
Entity.
n. Appropriate Safeguards.
i. Business Associate shall use appropriate safeguards and comply with Subpart C of 45
C.F.R. Part 164 with respect to electronic PHI to prevent use or disclosure of PHI other
than as provided in this Agreement.
ii. Business Associate shall safeguard the PHI from tampering and unauthorized
disclosures.
iii. Business Associate shall maintain the confidentiality of passwords and other data
required for accessing this information.
iv. Business Associate shall extend protection beyond the initial information obtained
from Covered Entity to any databases or collections of PHI containing information
derived from the PHI. The provisions of this section shall be in force unless PHI is de -
identified in conformance to the requirements of the HIPAA Rules.
o. Safeguard During Transmission.
i. Business Associate shall use reasonable and appropriate safeguards including, without
limitation, Information Security measures to ensure that all transmissions of PHI are
Exhibit A, HIPAA BAA
Page 4 of 9 Revised 8/18
authorized and to prevent use or disclosure of PHI other than as provided for by this
Agreement.
ii. Business Associate shall not transmit PHI over the internet or any other insecure or
open communication channel unless the PHI is encrypted or otherwise safeguarded
with a FIPS-compliant encryption algorithm.
P.
q.
Reporting of Improper Use or Disclosure and Notification of Breach.
Business Associate shall, as soon as reasonably possible, but immediately after
discovery of a Breach, notify Covered Entity of any use or disclosure of PHI not
provided for by this Agreement, including a Breach of Unsecured Protected Health
Information as such notice is required by 45 C.F.R. 164.410 or a breach for which
notice is required under §24-73-103, C.R.S.
ii. Such notice shall include the identification of each Individual whose Unsecured
Protected Health Information has been, or is reasonably believed by Business
Associate to have been, accessed, acquired, or disclosed during such Breach.
iii. Business Associate shall, as soon as reasonably possible, but immediately after
discovery of any Security Incident that does not constitute a Breach, notify Covered
Entity of such incident.
iv. Business Associate shall have the burden of demonstrating that all notifications were
made as required, including evidence demonstrating the necessity of any delay.
Business Associate's Insurance and Notification Costs.
i. Business Associate shall bear all costs of a Breach response including, without
limitation, notifications, and shall maintain insurance to cover:
A. loss of PHI data;
B. Breach notification requirements specified in HIPAA Rules and in §24-73-
103, C.R.S.; and
C. claims based upon alleged violations of privacy rights through improper use
or disclosure of PHI.
ii. All such policies shall meet or exceed the minimum insurance requirements of the
Contract or otherwise as may be approved by Covered Entity (e.g., occurrence basis,
combined single dollar limits, annual aggregate dollar limits, additional insured status,
and notice of cancellation).
iii. Business Associate shall provide Covered Entity a point of contact who possesses
relevant Information Security knowledge and is accessible 24 hours per day, 7 days
per week to assist with incident handling.
Exhibit A, HIPAA BAA
Page 5 of 9 Revised 8/18
iv. Business Associate, to the extent practicable, shall mitigate any harmful effect known
to Business Associate of a Use or Disclosure of PHI by Business Associate in violation
of this Agreement.
r. Subcontractors and Breaches.
i. Business Associate shall enter into a written agreement with each of its Subcontractors
and agents, who create, receive, maintain, or transmit PHI on behalf of Business
Associate. The agreements shall require such Subcontractors and agents to report to
Business Associate any use or disclosure of PHI not provided for by this Agreement,
including Security Incidents and Breaches of Unsecured Protected Health Information,
on the first day such Subcontractor or agent knows or should have known of the Breach
as required by 45 C.F.R. 164.410.
ii. Business Associate shall notify Covered Entity of any such report and shall provide
copies of any such agreements to Covered Entity on request.
s. Data Ownership.
i. Business Associate acknowledges that Business Associate has no ownership rights
with respect to the PHI.
ii. Upon request by Covered Entity, Business Associate immediately shall provide
Covered Entity with any keys to decrypt information that the Business Association has
encrypted and maintains in encrypted form, or shall provide such information in
unencrypted usable form.
t. Retention of PHI. Except upon termination of this Agreement as provided in Section 5 below,
Business Associate and its Subcontractors or agents shall retain all PHI throughout the term of
this Agreement, and shall continue to maintain the accounting of disclosures required under
Section 1.j above, for a period of six years.
4. OBLIGATIONS OF COVERED ENTITY
a. Safeguards During Transmission. Covered Entity shall be responsible for using appropriate
safeguards including encryption of PHI, to maintain and ensure the confidentiality, integrity,
and security of PHI transmitted pursuant to this Agreement, in accordance with the standards
and requirements of the HIPAA Rules.
b. Notice of Changes.
i. Covered Entity maintains a copy of its Notice of Privacy Practices on its website.
Covered Entity shall provide Business Associate with any changes in, or revocation of,
permission to use or disclose PHI, to the extent that it may affect Business Associate's
permitted or required uses or disclosures.
Exhibit A, HIPAA BAA
Page 6 of 9 Revised 8/18
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.
u. Effect of Termination.
i. Upon termination of this Agreement for any reason, Business Associate, at the option
of Covered Entity, shall return or destroy all PHI that Business Associate, its agents,
or its Subcontractors maintain in any form, and shall not retain any copies of such PHI.
ii. If Covered Entity directs Business Associate to destroy the PHI, Business Associate
shall certify in writing to Covered Entity that such PHI has been destroyed.
iii. If Business Associate believes that returning or destroying the PHI is not feasible,
Business Associate shall promptly provide Covered Entity with notice of the
conditions making return or destruction infeasible. Business Associate shall continue
to extend the protections of Section 3 of this Agreement to such PHI, and shall limit
further use of such PHI to those purposes that make the return or destruction of such
PHI infeasible.
6. INJUNCTIVE RELIEF
Covered Entity and Business Associate agree that irreparable damage would occur in the event Business
Associate or any of its Subcontractors or agents use or disclosure of PHI in violation of this Agreement, the
HIPAA Rules or any applicable law. Covered Entity and Business Associate further agree that money
damages would not provide an adequate remedy for such Breach. Accordingly, Covered Entity and
Business Associate agree that Covered Entity shall be entitled to injunctive relief, specific performance,
and other equitable relief to prevent or restrain any Breach or threatened Breach of and to enforce
specifically the terms and provisions of this Agreement.
Exhibit A, HIPAA BAA
Page 7 of 9 Revised 8/18
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. This requirement shall not be interpreted to create any
indemnification obligation on behalf of Contractor.
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.
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:
Exhibit A, HIPAA BAA
Page 8 of 9 Revised 8/18
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.
v. 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.
Exhibit A, HIPAA BAA
Page 9 of 9 Revised 8/18
APPENDIX TO HIPAA BUSINESS ASSOCIATE AGREEMENT
This Appendix ("Appendix") to the HIPAA Business Associate Agreement ("Agreement") is an appendix
to the Contract and the Agreement. For the purposes of this Appendix, defined terms shall have the
meanings ascribed to them in the Agreement and the Contract.
Unless the context clearly requires a distinction between the Contract, the Agreement, and this Appendix,
all references to "Contract" or "Agreement" shall include this Appendix.
1. PURPOSE
This Appendix sets forth additional terms to the Agreement. Any sub -section of this Appendix marked as
"Reserved" shall be construed as setting forth no additional terms.
2. ADDITIONAL TERMS
b. Additional Permitted Uses. In addition to those purposes set forth in the Agreement, Business
Associate may use PHI for the following additional purposes:
i. Reserved.
c. Additional Permitted Disclosures. In addition to those purposes set forth in the Agreement,
Business Associate may disclose PHI for the following additional purposes:
i. Reserved.
c. Approved Subcontractors. Covered Entity agrees that the following Subcontractors or agents
of Business Associate may receive PHI under the Agreement:
i. Reserved.
d. Definition of Receipt of PHI. Business Associate's receipt of PHI under this Contract shall be
deemed to occur, and Business Associate's obligations under the Agreement shall commence,
as follows:
i. Upon receipt of PHI from the Department.
e. Additional Restrictions on Business Associate. Business Associate agrees to comply with the
following additional restrictions on Business Associate's use and disclosure of PHI under the
Contract:
i. Reserved.
f. Additional Terms. Business Associate agrees to comply with the following additional terms
under the Agreement:
i. Reserved.
Exhibit A, HIPAA BAA, APPENDIX A
Page 1 of 1 Revised 8/18
EXHIBIT B, STATEMENT OF WORK
1. TERMINOLOGY
1.1. In addition to the terms defined in §3 of this Contract, acronyms and abbreviations are defined
at their first occurrence in this Exhibit B, Statement of Work. The following list of terms shall be
construed and interpreted as follows:
1.1.1. Aging and Disability Resources for Colorado (ADRC) — The Colorado Adult Resources for
Care and Help Program which provides a coordinated and streamlined access point to long
term services and support for adults age 60 and over, or age 18 and over living with a
disability, and their caregivers.
1.1.2. ADRC Policy and Procedure Manual — The manual maintained by the State Unit on Aging
which outlines the policies and procedures for operating an ADRC Site in Colorado.
1.1.3. ADRC Site — An ADRC operating agency.
1.1.4. Authorization for Release of Information Form — A form signed by an individual authorizing
the ADRC to release and/or obtain verbal, electronic or written information regarding the
individual with the service providers and agencies for the purpose of making Referrals for
services and coordination in support of a transition to the community.
1.1.5. Business Interruption — Any event that disrupts Contractor's ability to complete the Work for
a period of time, and may include, but is not limited to a Disaster, power outage, strike, loss
of necessary personnel or computer virus.
1.1.6. Case Management Agency (CMAs) — A public or private not -for-profit or for-profit agency
that meets all applicable state and federal requirements and is certified by the Department to
provide case management services for Home and Community Based Services waivers and
pursuant to a provider participation agreement with the state department.
1.1.7. Case Managers (CMs) — An individual employed by a CMA who is qualified to perform case
management activities.
1.1.8. Closeout Period — The period beginning on the earlier of ninety (90) days prior to the end of
the last Extension Term or notice by the Department of its decision to not exercise its option
for an Extension Term, and ending on the day that the Department has accepted the final
deliverable for the Closeout Period, as determined in the Department -approved and updated
Closeout Plan, and has determined that the closeout is complete.
1.1.9. Colorado Revised Statutes (C.R.S.) — The legal code of Colorado; the legal codified general
and permanent statutes of the Colorado General Assembly.
1.1.10. Contractor — The individual or entity selected to complete the Work contained in the Contract.
1.1.11. Data — State Confidential Information and other State information resources transferred to
the Contractor for the purpose of completing a task or project assigned in the Statement of
Work.
1.1.12. Deliverable — Any tangible or intangible object produced by Contractor as a result of the
work that is intended to be delivered to the Department, regardless of whether the object is
specifically described or called out as a "Deliverable" or not.
1.1.13. Department — The Colorado Department of Health Care Policy and Financing.
1.1.14. Disaster — An event that makes it impossible for Contractor to perform the Work out of its
Exhibit B, SOW Page 1 of 17
regular facility or facilities, and may include, but is not limited to, natural disasters, fire or
terrorist attacks.
1.1.15. Health First Colorado — Colorado's Medicaid Program.
1.1.16. Health Insurance Portability and Accountability Act (HIPAA) — The Health Insurance
Portability and Accountability Act of 1996, as amended.
1.1.17. Independent Living Center (ILC) — A consumer -controlled, community -based, cross -
disability, non-residential private nonprofit agency that is designed and operated within a
local community by individuals with disabilities to provide an array of independent living
services to disabled individuals.
1.1.18. Key Personnel — The position or positions that are specifically designated as such in this
Contract.
1.1.19. Local Contact Agencies (LCAs) — An ADRC designated as a Local Contact Agency (LCA)
by the Colorado Department of Health Care Policy and Financing (HCPF) under the
Minimum Data Set (MDS) 3.0, Section Q protocol.
1.1.20. Member — Any individual enrolled in the Colorado Medicaid program, Colorado's CHP+
program or the Colorado Indigent Care Program, as determined by the Department.
1.1.21. Nursing Facility — a Nursing Facility in which a Member resides.
1.1.22. Nursing Facility Staff— The staff members of a Nursing Facility in which a Member resides.
1.1.23. Operational Start Date — When the Department authorizes Contractor to begin fulfilling its
obligations under the Contract.
1.1.24. Options Counseling — A person -centered approach to helping individuals gain an
understanding of the benefits and limitations of long term services and support options, and
the knowledge to access these resources, in order to empower them to make choices that
reflect their unique needs, values and circumstances.
1.1.25. Options Counseling Assessment — The process of evaluating an individual's status and needs
in order to identify the appropriate service or combination of services required.
1.1.26. Options Counseling Referral Information Form — The document required by the Department
for any Options Counseling under this contract. This must be signed by the individual
receiving Options Counseling.
1.1.27. Options Counseling Referral Log — The monthly log created and required by the Department
identifying individuals referred to Options Counseling.
1.1.28. Options Counselor — Individual employed by an ADRC to conduct Options Counseling.
1.1.29. Other Personnel — Individuals and Subcontractors, in addition to Key Personnel, assigned to
positions to complete tasks associated with the Work.
1.1.30. Provider — Any health care professional or entity that has been accepted as a provider in the
Colorado Medicaid program, Colorado's CHP+ program or the Colorado Indigent Care
Program, as determined by the Department.
1.1.31. Referral — the request of a Member for Options Counseling.
1.1.32. Section Q — The Section which addresses community Referrals on the Minimum Data Set
(MDS) 3.0, a federally mandated clinical assessment of all Members in Medicaid certified
Exhibit B, SOW Page 2 of 17
nursing homes.
1.1.33. State — The State of Colorado, acting by and through any State agency.
1.1.34. State Fiscal Quarter — The quarterly period of a State Fiscal Year in which Contractor's
performance is measured.
1.1.35. State Unit on Aging — The unit in the State, designated to administer the Colorado State Plan
on Aging, including Older Americans Act and Older Coloradans Act programs. In Colorado,
this agency is within the Colorado Department of Human Services, Division of Aging and
Adult Services.
1.1.36. Transition Coordination Agency (TCAs) — A public or private not -for-profit or for-profit
agency that is enrolled as a provider and is certified by the Department to provide transition
coordination pursuant to a provider participation agreement with the state department.
1.1.37. Transition Coordination Referral Log — The monthly log created and required by the
Department identifying individuals referred to and accepted by Transition Coordination
Agencies.
1.1.38. Transition Coordination Pending Referral List — The monthly list created and required by the
Department identifying individuals who have not been accepted by a Transition Coordination
Agency.
1.1.39. Transition Coordinators — A person who provides transition coordination services and meets
all regulatory requirements for a transition coordinator.
2. CONTRACTOR'S GENERAL REQUIREMENTS
2.1. Contractor may be privy to internal policy discussions, contractual issues, price negotiations,
confidential medical information, Department financial information, advance knowledge of
legislation and other Confidential Information. In addition to all other confidentiality
requirements of the Contract, the Contractor shall also consider and treat any such information
as Confidential Information and shall only disclose it in accordance with the terms of the
Contract.
2.2. The Contractor shall work cooperatively with Department staff and, if applicable, the staff of
other State contractors to ensure the completion of the Work. The Department may, in its sole
discretion, use other contractors to perform activities related to the Work that are not contained
in the Contract or to perform any of the Department's responsibilities. In the event of a conflict
between Contractor and any other State contractor, the State will resolve the conflict and
Contractor shall abide by the resolution provided by the State.
2.3. The Contractor shall inform the Department on current trends and issues in the healthcare
marketplace and provide information on new technologies in use that may impact the
Contractor's responsibilities under this Contract.
2.4. The Contractor shall maintain complete and detailed records of all meetings, system development
life cycle documents, presentations, project artifacts, and any other interactions or Deliverables
related to the Work described in the Contract. The Contractor shall make such records available
to the Department upon request throughout the term of the Contract.
2.5.
Deliverables
2.5.1. All Deliverables shall meet Department -approved format and content requirements. The
Department will specify the number of copies and media for each Deliverable.
Exhibit B, SOW Page 3 of 17
2.5.1.1. Contractor shall submit each Deliverable to the Department for review and approval and
shall adhere to the following Deliverable process such for any documentation creation,
review, and acceptable cycle, the Contractor shall:
2.5.1.1.1. Gather and document requirements for the Deliverable.
2.5.1.1.2. Create a draft in the Department -approved format for the individual Deliverable.
2.5.1.1.3. Perform internal quality control review(s) of the Deliverable, including, but not
limited to:
2.5.1.1.3.1. Readability.
2.5.1.1.3.2. Spelling.
2.5.1.1.3.3. Grammar.
2.5.1.1.3.4. Completion.
2.5.1.1.4. Adhere to all required templates or development of templates.
2.5.1.1.5. Perform modifications that include version control and tracked changes.
2.5.1.2. The Department will review the Deliverable and may direct Contractor to make changes
to the Deliverable. Contractor shall make all changes within five (5) Business Days
following the Department's direction to make the change unless the Department provides
a longer period in writing.
2.5.1.2.1. Changes the Department direct include, but are not limited to, modifying portions of
the Deliverable, requiring new pages or portions of the Deliverable, requiring
resubmission of the Deliverable or requiring inclusion of information or components
that were left out of the Deliverable.
2.5.1.2.2. The Department may also direct Contractor to provide clarification or provide a
walkthrough of any Deliverable to assist the Department in its review. Contractor
shall provide the clarification or walkthrough as directed by the Department.
2.5.1.3. Once the Department has received an acceptable version of the Deliverable, including all
changes directed by the Department, the Department will notify Contractor of its
acceptance of the Deliverable in writing. A Deliverable shall not be deemed accepted
prior to the Department's notice to Contractor of its acceptance of that Deliverable.
2.5.2. Contractor shall employ an internal quality control process to ensure that all Deliverables are
complete, accurate, easy to understand and of high quality, as described herein. Contractor
shall provide Deliverables that, at a minimum, are responsive to the specific requirements for
that Deliverable, organized into a logical order, contain accurate spelling and grammar, are
formatted uniformly, and contain accurate information and correct calculations. Contractor
shall retain all draft and marked -up documents and checklists utilized in reviewing
Deliverables for reference as directed by the Department.
2.5.3. In the event any due date for a Deliverable falls on a day that is not a Business Day, the due
date shall be automatically extended to the next Business Day, unless otherwise directed by
the Department.
2.5.4. All due dates or timelines that reference a period of days, months or quarters shall be
measured in calendar days, months and quarters unless specifically stated as being measured
in Business Days or otherwise. All times stated in the Contract shall be considered to be in
Exhibit B, SOW Page 4 of 17
Mountain Time, adjusted for Daylight Saving Time as appropriate, unless specifically stated
otherwise.
2.5.5. No Deliverable, report, data, procedure or system created by Contractor for the Department
that is necessary to fulfilling Contractor's responsibilities under the Contract, as determined
by the Department, shall be considered proprietary.
2.5.6. If any Deliverable contains ongoing responsibilities or requirements for the Contractor, such
as Deliverables that are plans, policies or procedures, then Contractor shall comply with all
requirements of the most recently approved version of that Deliverable. Contractor shall not
implement any version of any such Deliverable prior to receipt of the Department's written
approval of that version of that Deliverable. Once a version of any Deliverable described in
this subsection is approved by the Department, all requirements, milestones and other
Deliverables contained within that Deliverable shall be considered to be requirements,
milestones and Deliverables of this Contract.
2.5.6.1. Any Deliverable described as an update of another Deliverable shall be considered a
version of the original Deliverable for the purposes of this subsection.
2.6. Stated Deliverables and Performance Standards
2.6.1. Any section within this Statement of Work headed with or including the term
"DELIVERABLE" or "PERFORMANCE STANDARD" is intended to highlight a
Deliverable or performance standard contained in this Statement of Work and provide a clear
due date for the Deliverables. The sections with these headings are for ease of reference not
intended to expand or limit the requirements or responsibilities related to any Deliverable or
performance standard, except to provide the due date for the Deliverables.
2.7. Communication with the Department
2.7.1. The Contractor shall enable all Contractor staff to exchange documents and electronic files
with the Department staff in formats compatible with the Department's systems. The
Department currently uses Microsoft Office 2016 and/or Microsoft Office 365 for PC. If the
Contractor uses a compatible program, then the Contractor shall ensure that all documents or
files delivered to the Department are completely transferrable and reviewable, without error,
on the Department's systems.
2.7.2. The Department will use a transmittal process to provide the Contractor with official direction
within the scope of the Contract. The Contractor shall comply with all direction contained
within a completed transmittal. For a transmittal to be considered complete, it must include,
at a minimum, all of the following:
2.7.2.1.
2.7.2.2.
2.7.2.3.
2.7.2.4.
2.7.2.4.1.
The date the transmittal will be effective.
Direction to the Contractor regarding performance under the Contract.
A due date or timeline by which the Contractor shall comply with the direction contained
in the transmittal.
The signature of the Department employee who has been designated to sign transmittals.
The Department will provide the Contractor with the name of the person it has
designated to sign transmittals on behalf of the Department, who will be the
Department's primary designee. The Department will also provide the Contractor
with a list of backups who may sign a transmittal on behalf of the Department if the
primary designee is unavailable. The Department may change any of its designees
Exhibit B, SOW Page 5 of 17
from time to time by providing notice to the Contractor through a transmittal.
2.7.3. The Department may deliver a completed transmittal to the Contractor in hard copy, as a
scanned attachment to an email or through a dedicated communication system, if such a
system is available.
2.7.3.1. If a transmittal is delivered through a dedicated communication system or other electronic
system, then the Department may use an electronic signature to sign that transmittal.
2.7.4. If the Contractor receives conflicting transmittals, the Contractor shall contact the
Department's primary designee, or backup designees if the primary designee is unavailable,
to obtain direction. If the Department does not provide direction otherwise, then the
transmittal with the latest effective date shall control.
2.7.5. In the event that the Contractor receives direction from the Department outside of the
transmittal process, it shall contact the Department's primary designee, or backup designees
if the primary designee is unavailable, and have the Department confirm that direction
through a transmittal prior to complying with that direction.
2.7.6. Transmittals may not be used in place of an amendment, and may not, under any
circumstances be used to modify the term of the Contract or any compensation under the
Contract. Transmittals are not intended to be the sole means of communication between the
Department and the Contractor, and the Department may provide day-to-day communication
to the Contractor without using a transmittal.
2.7.7. The Contractor shall retain all transmittals for reference and shall provide copies of any
received transmittals upon request by the Department.
2.8. Data Use Addendum
2.8.1. The Contractor shall agree to and provide signatures for Exhibit F, CMS -R-0235 Addendum
to receive MDS identifiable data to support Options Counseling and Referral Services as
described in Exhibit F. The Contractor shall ensure that all Subcontractors agree to and
provide signatures for Exhibit F, CMS -R-0235 Addendum.
2.8.1.1. Exhibit F, CMS -R-0235 Addendum may be modified or amended by the mutual written
agreement of the Parties, without amendment of this Agreement. Any modified or
amended Exhibit F, CMS -R-0235 Addendum agreed to in writing by the Parties shall
supersede and replace any prior version of Exhibit F, CMS -R-0235 Addendum.
2.9. Closeout Period
2.9.1. During the Closeout Period, the Contractor shall complete all of the following:
2.9.1.1. Provide to the Department, or any other contractor at the Department's direction, all
reports, data, systems, Deliverables and other information reasonably necessary for a
transition as determined by the Department.
2.9.1.2. Ensure that all responsibilities under the Contract have been transferred to the
Department, or to another contractor at the Department's direction, without significant
interruption.
2.9.1.3. Notify any Subcontractors of the termination of the Contract, as directed by the
Department.
2.9.1.4. Continue meeting each requirement of the Contract until the Department determines that
specific requirement is being performed by the Department or another contractor,
Exhibit B, SOW Page 6 of 17
whichever is sooner. The Department will determine when any specific requirement is
being performed by the Department or another contractor, and will notify the Contractor
of this determination for that requirement.
2.9.1.5. The Closeout Period may extend past the termination of the Contract. The Department
will perform a closeout review to ensure that Contractor has completed all requirements
of the Closeout Period. If Contractor has not completed all of the requirements of the
Closeout Period by the date of the termination of the Contract, then any incomplete
requirements shall survive termination of the Contract.
2.10. Federal Financial Participation Related Intellectual Property Ownership
2.10.1. In addition to the intellectual property ownership rights specified in the Contract, the
following subsections enumerate the intellectual property ownership requirements the
Contractor shall meet during the term of the Contract in relation to federal financial
participation under 42 CFR §433.112 and 45 CFR §95.617.
2.10.1.1. The Contractor shall notify the State before designing, developing, creating or installing
any new data, new software or modification of a software using Contract Funds. The
Contractor shall not proceed with such designing, development, creation or installation
of data or software without express written approval from the State.
2.10.1.2. If the Contractor uses Contract Funds to develop necessary materials, including, but not
limited to, programs, products, procedures, data and software to fulfill its obligations
under the Contract, the Contractor shall document all Contract Funds used in the
development of the Work Product, including, but not limited to the materials, programs,
procedures, and any data, software or software modifications.
2.10.1.2.1. The terms of this Contract will encompass sole payment for any and all Work Product
and intellectual property produced by the Contractor for the State. The Contractor
shall not receive any additional payments for licenses, subscriptions, or to remove a
restriction on any intellectual property Work Product related to or developed under
the terms of this Contract.
2.10.1.3.
2.10.1.4.
2.10.1.4.1.
2.10.1.4.2.
The Contractor shall provide the State comprehensive and exclusive access to and
disclose all details of the Work Product produced using Contract Funds.
The Contractor shall hereby assign to the State, without further consideration, all right,
interest, title, ownership and ownership rights in all work product and deliverables
prepared and developed by the Contractor for the State, either alone or jointly, under this
Contract, including, but not limited to, data, software and software modifications
designed, developed, created or installed using Contract Funds, as allowable in the United
States under 17 U.S.C.S. §201 and §204 and in any foreign jurisdictions.
Such assigned rights include, but are not limited to, all rights granted under 17
U.S.C.S §106, the right to use, sell, license or otherwise transfer or exploit the Work
Product and the right to make such changes to the Work Product as determined by the
State.
This assignment shall also encompass any and all rights under 17 U.S.C.S §106A,
also referred to as the Visual Artists Rights Act of 1990 (VARA), and any and all
moral rights to the Work Product.
Exhibit B, SOW Page 7 of 17
2.10.1.4.3.
2.10.1.4.4.
2.10.1.5.
The Contractor shall require its employees and agents to, promptly sign and deliver
any documents and take any action the State reasonably requests to establish and
perfect the rights assigned to the State or its designees under these provisions.
The Contractor shall execute the assignment referenced herein immediately upon the
creation of the Work Product pursuant to the terms of this Contract.
The State claims sole ownership and all ownership rights in all copyrightable software
designed, developed, created or installed under this contract, including, but not limited
to:
2.10.1.5.1. Data and software, or modifications thereof created, designed or developed using
Contract Funds.
2.10.1.5.2. Associated documentation and procedures designed and developed to produce any
systems, programs, reports and documentation.
2.10.1.5.3. All other Work Products or documents created, designed, purchased, or developed by
the Contractor and funded using Contract Funds.
2.10.1.6. All ownership and ownership rights pertaining to Work Product created in the
performance of this Contract will vest with the State, regardless of whether the Work
Product was developed by the Contractor or any Subcontractor.
2.10.1.7. The Contractor shall fully assist in and allow without dispute, both during the term of this
Contract and after its expiration, registration by the State of any and all copyrights and
other intellectual property protections and registrations in data, software, software
modifications or any other Work Product created, designed or developed using Contract
Funds.
2.10.1.8.
2.10.1.8.1.
2.10.1.8.2.
The State reserves a royalty -free, non-exclusive and irrevocable license to produce,
publish or otherwise use such software, modifications, documentation and procedures
created using Contract Funds on behalf of the State, the Federal Department of Health
and Human Services (HHS) and its contractors. Such data and software includes, but is
not limited to, the following:
All computer software and programs, which have been designed or developed for the
State, or acquired by the Contractor on behalf of the State, which are used in
performance of the Contract.
All internal system software and programs developed by the Contractor or
subcontractor, including all source codes, which result from the performance of the
Contract; excluding commercial software packages purchased under the Contractor's
own license.
2.10.1.8.3. All necessary data files.
2.10.1.8.4. User and operation manuals and other documentation.
2.10.1.8.5. System and program documentation in the form specified by the State.
2.10.1.8.6. Training materials developed for State staff, agents or designated representatives in
the operation and maintenance of this software.
2.11. Renewal Options and Extensions
2.11.1. The Department may, within its sole discretion, choose to not exercise any renewal option in
Exhibit B, SOW Page 8 of 17
the Contract for any reason. If the Department chooses to not exercise an option, it may re -
procure the performance of the Work in its sole discretion.
2.11.2. The Parties may amend the Contract to extend beyond five (5) years, in accordance with the
Colorado Procurement Code and its implementing rules, in the event that the Department
determines the extension is necessary to align the Contract with other Department contracts,
to address state or federal programmatic or policy changes related to the Contract, or to
provide sufficient time to transition the Work.
2.11.3. The limitation on the annual maximum compensation in this Contract shall not include
increases made specifically as compensation for additional Work added to the Contract.
2.12. State of Colorado Information Technology Requirements
2.12.1. The Contractor shall adhere to all State of Colorado Information Technology Security and
Privacy requirements that are relevant to the Contract outlined in Exhibit E, Information
Technology Provisions.
3. PERSONNEL AND MEETING REQUIREMENTS
3.1. Key Personnel
3.1.1. Contractor shall designate an individual to hold the following Key Personnel positions:
3.1.1.1. Project Lead
3.1.1.1.1. The Project Lead shall be responsible for all of the following:
3.1.1.1.1.1. Serving as Contractor's primary point of contact for the Department.
3.1.1.1.1.2. Ensuring the completion of all Work in accordance with the Contract's
requirements. This includes, but is not limited to, ensuring the accuracy,
timeliness and completeness of all work.
3.1.1.1.1.3. Overseeing all other Key Personnel and Other Personnel and ensuring proper
staffing levels throughout the term of the Contract
3.2. Other Personnel Responsibilities
3.2.1 Contractor shall use its discretion to determine the number of Other Personnel necessary to
perform the Work in accordance with the requirements of this Contract. If the Department
determines that Contractor has not provided sufficient Other Personnel to perform the Work
in accordance with the requirements of this Contract, Contractor shall provide all additional
Other Personnel necessary to perform the Work in accordance with the requirements of this
Contract at no additional cost to the Department.
3.2.2. Contractor shall ensure that all Other Personnel have sufficient training and experience to
complete all portions of the Work assigned to them. Contractor shall provide all necessary
training to its Other Personnel, except for State -provided training specifically described in
this Contract.
3.3. Department Staff
3.3.1. Department Staff from both the State Unit on Aging and the Department of Health Care
Policy and Financing (HCPF) will coordinate communications with the Contractor's Aging
and Disability Resources for Colorado (ADRC) staff, including staff from a sub -contracted
Independent Living Center (ILC), to ensure proper uniformity with the project.
Exhibit B, SOW Page 9 of 17
3.4. Meeting Requirements
3.4.1. The Contractor shall attend transition coordination meetings scheduled by the Department
for Transition Coordinators (TCs), Case Managers (CMs), Option Counselors and
Ombudsman scheduled by the Department to coordinate and plan Referral and transition
activities and to discuss processes impacting Members, consumers and long-term care facility
staff. The Contractor shall ensure that it provides all necessary attendees as requested by the
Department for these meetings, including, but not limited to, the ADRC Site, Options
Counselors and sub -contracted ILCs.
3.4.2. The Contractor's ADRC Site, CMAs, ILCs and Transition Coordination Agency (TCAs)
shall work to establish a standard meeting schedule based on the local needs of the Contractor.
3.4.3. The Contractor's ADRC Site, sub -contracted ILCs, CMAs, and TCAs may meet regularly
outside of the scheduled monthly meeting at the Contractor's discretion for the purposes of
coordinating efforts and resolving issues at a local level.
4. DEPARTMENT SUPPORT AND RESPONSIBILITIES
4.1. The Department will financially support the infrastructure of the ADRC network to enable it to
conduct outreach activities to inform local stakeholders and the general public about transition
coordination and other transition services, to respond to all Minimum Data Set (MDS) Section
Q Medicaid Referrals and provide Options Counseling to Members in the ADRC coverage area.
4.2. The Department will designate ADRC Sites as the Local Contact Agencies (LCAs).
4.3. The Department will inform all nursing facilities and Transition Coordinators in the coverage
area that the ADRC in the Contractor's coverage area shall serve as the LCA.
4.4. The Department will make available an online MDS Section Q training for Options Counselors,
Nursing Facility Staff and Transition Coordinators.
4.5. The Department will provide ongoing technical assistance regarding outreach activities and the
Referral and transition processes to the ADRC Sites, sub -contracted ILCs, TCAs, and CMAs
through Transition Coordination meetings and technical assistance calls.
4.6. The Department shall make available relevant MDS data to the Contractor to support ADRC
planning and activities in response to Section Q Referrals.
5. PROJECT SPECIFIC STATEMENT OF WORK
5.1. ADRC Coverage Area
5.1.1. The Contractor shall manage all Referrals locally from nursing homes in the following
counties: Weld
5.2. Options Counseling Responsibilities
5.2.1. The Contractor shall provide Options Counseling following the requirements included in this
section.
5.2.2. The Contractor shall use Options Counseling procedures identified in the ADRC Policy and
Procedure Manual, Options Counseling Training and Webinars provided by the Department
and the State Unit on Aging, to facilitate the Referral process and Referrals to the Transition
Coordination program.
Exhibit B, SOW Page 10 of 17
5.2.2.1. The Contractor shall use the ADRC Policy and Procedure Manual, Options Counseling
Training and Webinars to determine the minimum qualifications for Options Counseling
for ADRC staff and sub -contractors.
5.2.3. The Contractor shall provide Options Counseling to the following groups:
5.2.3.1. Members using Medicaid referred through the MDS Section Q process.
5.2.3.2. Members using Medicaid referred through the Department.
5.2.3.3. Members using Medicaid referred through self -Referrals.
5.2.3.4. Members using Medicaid referred through service providers, advocates and/or family
Members.
5.2.3.5. All Members identified in MDS data made available to the Contractor by the Department.
5.2.4. The Contractor shall assign an Options Counselor for Members. All Options Counselors
shall be assigned within six (6) months of the Effective Date of this Contract.
5.2.5. The Contractor shall meet the referred Members in the Member's nursing home within ten
(10) Business Days of the Referral.
5.2.5.1. The Contractor shall document in the Member's case file and on the monthly Options
Counseling Referral Log how many attempts were made to reach the Member and any
reason the Member could not be reached within ten (10) Business Days.
5.2.5.2. The Contractor shall adhere to all Nursing Facility rules and regulations when meeting
with a Member in their Nursing Facility, including, but not limited to, rules and
regulations pertaining to vendors in the facility.
5.2.6. The Contractor shall transfer a Referral to a Subcontractor, when applicable, within two (2)
Business Days after receiving the Member Referral for Options Counseling.
5.2.7. The Contractor shall ensure that a Subcontractor responds to the referred Member in the
Member's Nursing Facility within eight (8) Business Days after receiving the transferred
Referral from the Contractor.
5.2.7.1. The Contactor shall ensure all Subcontractors adhere to all Nursing Facility rules and
regulations, including those pertaining to visitors in the facility.
5.2.8. The Contractor shall provide Options Counseling to Members who are enrolled in the Long -
Term Care Medicaid program and who wish to transition to the community.
5.2.8.1. The Contractor shall provide Members with the option to choose from any of the
following programs through Medicaid:
5.2.8.1.1. Home and Community Based Waiver Programs (HCBS);
5.2.8.1.2. State Plan Long Term Care Benefits including Transition Coordination.
5.2.9. The Contractor shall explain and describe the programs available to the Member or their legal
guardian.
5.2.10. The Contractor shall make a Referral to a local Transition Coordination Agency if the
Member wishes to proceed with the transition process.
5.2.10.1. The Contractor shall not screen out a Member for transition services.
Exhibit B, SOW Page 11 of 17
5.2.10.2. The Contractor shall obtain a signed Authorization for Release of Information Form from
the Member before sending any information to the Member's chosen TCA.
5.2.10.3. The Contractor shall provide written information about each TCA in the local area that
can work with the Member to determine if a transition is feasible. The Contractor shall
provide support as necessary to the Member in choosing a TCA.
5.2.10.3.1. Regardless of a Member's preference, the Contractor shall use the tools and resources
at their disposal to help Members to make an informed choice about a local TCA prior
to signing the Options Counseling Referral Information Form.
5.2.10.4. The Contractor shall leave the appropriate contact information of the chosen TCA, as
well as contact information for the Options Counselor, for each Member or designated
individual.
5.2.10.5. The Contractor shall make a Referral to a local TCA by sending the following forms,
provided by the Department and State Unit on Aging, to a local TCA of the Member's
choosing within two (2) Business Days upon Member signature on the Referral form:
5.2.10.5.1. Completed Options Counseling Referral Information Form; and
5.2.10.5.2. Options Counseling Assessment.
5.2.10.6. If the chosen TCA does not have capacity, the Contractor shall add the Member to the
Contractor's Transition Coordination Pending Referral List.
5.2.10.7. The Contractor shall send the following completed forms to the Department's Principal
Representative listed on the Cover Page of this Agreement within two (2) Business Days
upon Member signature on the form:
5.2.10.7.1. Completed Options Counseling Referral Information Form; and
5.2.10.7.2. Options Counseling Assessment.
5.2.10.8. The Contractor shall confirm that the chosen TCA accepted the Referral by notifying the
Medicaid Member and the Nursing Facility, with the following information:
5.2.10.8.1. TCA name, phone number, and email address; and
5.2.10.8.2. Assigned TC name, phone number, and email address.
5.2.10.9. The Contractor shall inform a Member of alternative options if the Member is not an
appropriate candidate for transition coordination through Medicaid.
5.2.10.9.1. The Contractor shall make proper Referrals based on the Member's status.
5.2.10.10. The Contractor shall ensure that Medicaid Members referred through Section Q and/or
identified in the MDS data receives Options Counseling. The data includes:
5.2.10.10.1. MDS Section Q0500B "yes" and Q0600 "yes -referral made" Medicaid Member
responses.
5.2.10.10.2. MDS Section Q0500B "yes" and Q0600 "no -referral is or may be needed" Medicaid
Member responses.
5.2.10.10.3. MDS Section Q0500B "yes" and Q0600 "no -referral not needed" Medicaid Member
responses.
5.2.10.10.4. Departmental Referrals from the Department's Principal Representative.
Exhibit B, SOW Page 12 of 17
5.2.10.11. The Contractor shall ensure that its Options Counseling follows the ADRC Policy and
Procedure Manual for Options Counseling.
5.2.10.12. The Contractor shall ensure that transition coordination eligible Members who desire to
continue with transitioning are referred to a local TCA.
5.2.10.13. The Contractor shall participate in a statewide Quarterly Technical Assistance
Conference Call for all ADRC Sites, hosted by the Department, to troubleshoot common
issues and share best practices in the Referral and transition process.
5.2.10.14. The Contractor shall attend and participate in regional Transition Coordination Meetings,
hosted by the Department, to improve the candidate identification, Referral, and transition
functions, and to problem solve local or Member -specific issues with the Referral
transition process.
5.3. Regional Transition Coordination
5.3.1. The Contractor may utilize already established ADRC Advisory Councils, as outlined in the
ADRC Policy and Procedure Manual provided by the State Unit on Aging to either convene
and facilitate conversations about transition coordination with partners or create a separate
transition coordination council/committee.
5.3.2. Target Membership of the ADRC Advisory Council or separate transition coordination
council/committee shall include, but is not limited to, representatives from the following
perspectives:
5.3.2.1. ADRC Site;
5.3.2.2. Members/Families;
5.3.2.3. Community Centered Boards;
5.3.2.4. Community Providers;
5.3.2.5. Landlords;
5.3.2.6. Local Housing Authorities;
5.3.2.7. Nursing Facilities;
5.3.2.8. Local Businesses;
5.3.2.9. Local Government;
5.3.2.10. Ombudsmen;
5.3.2.11. Single Entry Points; and
5.3.2.12. Transition Coordination Agencies.
5.3.3. PERFORMANCE STANDARD: Contractor shall notify the Department's Principal
Representative how they plan to structure Regional Transition Coordination within 60
Calendar Days following the Effective Date of this Agreement.
5.4. ADRC Outreach Responsibilities
5.4.1. The Contractor shall develop and submit a Regional Outreach Plan to the Department for
review.
5.4.1.1. The Regional Outreach Plan shall include all of the following:
Exhibit B, SOW Page 13 of 17
5.4.1.1.1.
An outline of the Contractor's proposed efforts to increase Referrals for Options
Counseling and community transitions. The Contractor may include any outreach
activity approved by the Department. The Department will provide a list of potential
outreach activities to the Contractor.
5.4.1.1.2. All performance standards, timelines and milestones the Contractor will meet related
to regional outreach, as well as any Deliverables the Contractor will submit.
5.4.1.2. The Contractor shall deliver the Regional Outreach Plan to the Department for review
and approval.
5.4.1.2.1. DELIVERABLE: Regional Outreach Plan
5.4.1.2.2. DUE: No later than sixty (60) days after Effective Date, and annually thereafter
5.4.1.3. The Contractor shall update the Regional Outreach Plan annually and deliver a copy to
the Department for review and approval.
5.4.1.3.1. The Contractor shall update the Regional Outreach Plan to include the following:
5.4.1.3.1.1. A list of all outreach activities completed by the Contractor.
5.4.1.3.1.2. A description of the results from the completed outreach activities.
5.4.1.3.1.2.1. Results include, but are not limited to, the following:
5.4.1.3.1.2.1.1. Number of outreach/education meetings held with family/guardians of
Nursing Facility residents.
5.4.1.3.1.2.1.2. Number of presentations to Resident Council Meetings.
5.4.1.3.1.2.1.3. Number of informational meetings held with landlords.
5.4.1.3.1.2.1.4. Number of MDS Section Q referral process outreach/training sessions for
Nursing Facility Staff.
5.4.1.3.1.2.1.5. Number of community meetings attended and presentations given.
5.4.1.3.1.2.1.6. Development and dissemination of outreach materials.
5.4.1.3.2. DELIVERABLE: Updated Regional Outreach Plan
5.4.1.3.3. DUE: At least three (3) Business Days before the start of the fourth (4th) quarter of
the State Fiscal Year
5.4.1.4. Target audiences for outreach activities shall include, but are not limited to:
5.4.1.4.1. Potential Members;
5.4.1.4.2. Families/Guardians;
5.4.1.4.3. Nursing Facility Staff;
5.4.1.4.4. Housing Authorities;
5.4.1.4.5. Landlords;
5.4.1.4.6. Local businesses;
5.4.1.4.7. Local government; and
5.4.1.4.8. General Members of the public.
Exhibit B, SOW Page 14 of 17
5.4.1.5. The Contractor shall provide ongoing Section Q Referral process outreach, training and
education to Nursing Facility Staff.
5.5. Sub -Contracting with Independent Living Centers
5.5.1. The Contractor may subcontract with an Independent Living Center (ILC) to support
outreach activities and Options Counseling to nursing home Members if an ILC is established
in the Contractor's coverage area.
5.5.2. If the Contractor subcontracts with an ILC, the ILC shall provide Options Counseling in
accordance with the established ADRC policies and procedures and state standards.
5.5.3. The Contractor shall include the ILC performance data in the required reports identified in
Section 6.
5.5.4. In the event that an ILC does not wish to subcontract with the Contractor, the Contractor shall
provide documentation to the Department indicating that the ILC has opted out.
5.5.5. The Contractor shall notify the Department if the Contractor establishes a subcontract with
an ILC.
5.5.6. The Contractor may earn an administrative rate for each calendar quarter in which the
Contractor subcontracts with an ILC. For the purposes of this rate, the Contractor shall be
considered to have contracted with an ILC during the quarter if the Contractor has
subcontracted with the ILC for the entire quarter. The Contractor shall provide a copy of the
subcontract to the Department.
5.5.7. Written notification of termination of a subcontract shall be provided to the Department at
least ten (10) Business Days prior to the contract termination unless the Department allows
for a shorter period in writing.
5.5.7.1. PERFORMANCE STANDARD: Subcontracted with an ILC during the calendar quarter
6. REPORTING REQUIREMENTS
6.1. MDS Training Notification
6.1.1. The Contractor shall inform the Department's Principal Representative via email when an
assigned Options Counselor has completed the MDS training, by providing the first and last
name of the Options Counselor.
6.2. Monthly Referral Logs
6.2.1. The Contractor shall complete Monthly Referral Logs, as provided by the Department, that
cover the previous month's activity. The Monthly Referral Logs shall include, at a minimum,
the following:
6.2.1.1. Options Counseling Referral Logs, including the Transition Coordination Pending
Referral List.
6.2.1.2. TCA Referral Logs, including all Members who received Options Counseling after being
referred to a TCA.
6.2.2. The Contractor shall deliver the completed Monthly Referral Logs to the Department for
review and approval.
6.2.2.1. DELIVERABLE: Monthly Referral Logs
6.2.2.2. DUE: Fifteen (15) Calendar Days following the last day of the month that the logs cover
Exhibit B, SOW Page 15 of 17
6.3. Quarterly Report
6.3.1. The Contractor shall complete a Quarterly Report that covers the previous State Fiscal
Quarter's activity. The Quarterly Report shall include, at a minimum, the following:
6.3.1.1. The ADRC Data report required by the State Unit on Aging.
6.3.1.2. A written report specifying progress made for each specified performance measure and
standard in this Contract. The written report shall be in accordance with the procedures
developed and prescribed by the State.
6.3.2. The Contractor shall deliver the Quarterly Report to the Department for review and approval.
6.3.2.1. DELIVERABLE: Quarterly Report
6.3.2.2. DUE: Fifteen (15) Calendar Days following the last day of the State Fiscal Quarter that
the Quarterly Report covers
7. OUTREACH INCENTIVE PAYMENT
7.1. The Contractor may earn an Outreach Incentive Payment in the last quarter of the State Fiscal
Year if the Contractor meets the performance standards and milestones contained in the most
recent Department approved Updated Regional Outreach Plan.
7.1.1. The Department may, at its sole discretion, reduce outreach activities if the Contractor
submits a written request to the Department's Principal Representative.
7.2. The Department will maintain one Outreach Incentive Pool for each State Fiscal Year. The
Outreach Incentive Pool shall include the following:
7.2.1. Any Quarterly Payment not earned by any ADRC Contractors under Section 8.1.1.1.
7.2.2. The total amount of all Quarterly Payments allocated to any ADRC Contractor that did not
participate in the Section Q Options Counseling for that State Fiscal Year.
7.3. The amount of an Outreach Incentive Payment for each State Fiscal Year will be determined by
the Department. The Department will maintain an Outreach Incentive Pool and distribute a
portion of the Outreach Incentive Pool to the Contractor as follows:
7.3.1. The Department will determine the Outreach Incentive Payment that each ADRC Contractor
receives from the Outreach Incentive Pool for a State Fiscal Year using the same pricing
methodology that the Department uses to calculate ADRC Contractor base Quarterly
Payments.
7.4. If the Outreach Incentive Pool is zero dollars ($0.00) for any State Fiscal Year, the Contractor
shall not receive an Outreach Incentive Payment for that State Fiscal Year.
8. COMPENSATION AND INVOICING
8.1. Compensation
8.1.1. The compensation under this Contract shall consist of a base Quarterly Payment as described
in Exhibit C, Rates, and any Outreach Incentive Payment earned by the Contractor under
Section 7.
8.1.1.1. Quarterly Payment
Exhibit B, SOW Page 16 of 17
8.1.1.1.1. The Contractor shall receive a quarterly rate for each State Fiscal Quarter, subject to
the Contractor's performance of Options Counseling and delivery of approved
Monthly Referral Logs and Quarterly Report to the Department.
8.1.1.1.2. If the Contractor does not perform any Options Counseling in a Quarter, the
Contractor shall not receive the Quarterly Payment for that Quarter in which no
Options Counseling occurred.
8.2. Detailed Invoicing and Payment Procedures
8.2.1. The Contractor shall invoice the Department on a quarterly basis, by the fifteenth (15t) of
the month following the last month of the quarter for which the invoice covers. Contractor
shall not invoice the Department for a quarter prior to the last month of that quarter.
8.2.1.1. Quarterly invoices for payment shall use the standardized template provided by the
Department.
8.2.2. The Department shall remit payment to the Contractor within forty-five (45) days of the
Department's acceptance of the monthly and quarterly reports. Acceptance of an invoice
shall not imply the acceptance or sufficiency of any work performed or deliverables
submitted to the Department during the month for which the invoice covers or any other
month. The Department shall not make any payment on an invoice prior to its acceptance of
that invoice.
8.2.3. In the event that the Contractor believes that the calculation or determination of any payment
is incorrect, the Contractor shall notify the Department of the error within thirty (30) days of
receipt of the payment or notification of the determination of the incentive payment, as
appropriate. The Department will review the information presented by the Contractor and
may make changes based on this review. The determination or calculation that results from
the Department's review shall be final. No disputed payment shall be due until after the
Department has concluded its review.
8.3. Closeout Payments
8.3.1. Notwithstanding anything to the contrary in this Contract, all payments for the final month
of this Contract shall be paid to Contractor no sooner than ten (10) days after the Department
has determined that Contractor has completed all of the requirements of the Closeout Period.
Exhibit B, SOW Page 17 of 17
EXHIBIT C, RATES
1. QUARTERLY PAYMENT
1.1. The Contractor shall be paid at a base Quarterly Payment, contingent upon the delivery of
approved Monthly Referral Logs and Quarterly Reports to the Department and subject to the
Contractor's performance of Options Counseling. The applicable Payments are as follows:
QUARTER
TOTAL
State Fiscal Year 2019-2020
Quarter 1
$3,175.05
Quarter 2
$3,175.05
Quarter 3
$3,175.05
Quarter 4
$3,175.03
TOTAL
$12,700.18
Total Incentive Pool for All Qualifying Regions
State Fiscal Year 2019-2020
$33,219.39
TOTAL
$33,219.39
Exhibit C, Rates Page 1 of 1
EXHIBIT D, SAMPLE OPTION LETTER
OPTION LETTER
State Agency
Department of Health Care Policy and Financing
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
The later of the Effective Date or 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 the Contract rates.
E. Option to initiate next phase of the Contract.
2. Required Provisions
A. For use with Option 1(A): In accordance with Section(s) Number of the Original Contract referenced
above, the State hereby exercises its option for an additional term, beginning Insert start date and ending
on the current contract expiration date shown above, at the rates stated in the Original Contract, as
amended.
B. For use with Options 1(B and C): In accordance with Section(s) Number of the Original Contract
referenced above, the State hereby exercises its option to Increase/Decrease the quantity of the
Goods/Services or both at the rates stated in the Original Contract, as amended.
C. For use with Option 1(D): In accordance with Section(s) Number of the Original Contract referenced
above, the State hereby exercises its option to modify the Contract rates specified in Exhibit/Section
Number/Letter. The Contract rates attached to this Option Letter replace the rates in the Original Contract
as of the Option Effective Date of this Option Letter.
D. For use with Option 1(E): 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
a. The Effective Date of this Option Letter is upon approval of the State Controller or the Effective Date
of this Option Letter, whichever is later.
Exhibit D, Sample Option Letter Page 1 of 2
STATE OF COLORADO
John W. Hickenlooper, Governor
Department of Health Care Policy and Financing
Kim Bimestefer, Executive Director
By: Kim Bimestefer, Executive Director
Date:
In accordance with C.R.S. §24-30-202, this Option is not valid
until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:
Greg Tanner, Controller; Department of Health Care Policy
and Financing
Option Effective Date:
Exhibit D, Sample Option Letter Page 2 of 2
EXHIBIT E, INFORMATION TECHNOLOGY PROVISIONS
This Exhibit regarding Information Technology Provisions (the "Exhibit") is an essential part of
the agreement between the State and Contractor as described in the Contract to which this Exhibit
is attached. Unless the context clearly requires a distinction between the Contract and this Exhibit,
all references to "Contract" shall include this Exhibit.
1. PROTECTION OF SYSTEM DATA
A. In addition to the requirements of the main body of this Contract, if Contractor or
any Subcontractor is given access to State Records by the State or its agents in
connection with Contractor's performance under the Contract, Contractor shall
protect all State Records in accordance with this Exhibit. All provisions of this
Exhibit that refer to Contractor shall apply equally to any Subcontractor performing
work in connection with the Contract.
B. For the avoidance of doubt, the terms of this Exhibit shall apply to the extent that
any of the following statements is true in regard to Contractor access, use, or
disclosure of State Records:
i. Contractor provides physical or logical storage of State Records;
ii. Contractor creates, uses, processes, discloses, transmits, or disposes of
State Records;
iii. Contractor is otherwise given physical or logical access to State Records
in order to perform Contractor's obligations under this Contract.
C. Contractor shall, and shall cause its Subcontractors, to do all of the following:
i. Provide physical and logical protection for all hardware, software,
applications, and data that meets or exceeds industry standards and the
requirements of this Contract.
ii. Maintain network, system, and application security, which includes, but
is not limited to, network firewalls, intrusion detection (host and
network), annual security testing, and improvements or enhancements
consistent with evolving industry standards.
iii. Comply with State and federal rules and regulations related to overall
security, privacy, confidentiality, integrity, availability, and auditing.
iv. Provide that security is not compromised by unauthorized access to
workspaces, computers, networks, software, databases, or other physical
or electronic environments.
v. Promptly report all Incidents, including Incidents that do not result in
unauthorized disclosure or loss of data integrity, to a designated
representative of the State's Office of Information Security ("OIS").
vi. Comply with all rules, policies, procedures, and standards issued by the
Exhibit E, Information Technology Provisions Page 1 of 4
Governor's Office of Information Technology ("OIT"), including project
lifecycle methodology and governance, technical standards,
documentation, and other requirements posted at
www.oit.state.co.us/about/policies.
D. Subject to Contractor's reasonable access security requirements and upon
reasonable prior notice, Contractor shall provide the State with scheduled access
for the purpose of inspecting and monitoring access and use of State Records,
maintaining State systems, and evaluating physical and logical security control
effectiveness.
E. Contractor shall perform current background checks in a form reasonably
acceptable to the State on all of its respective employees and agents performing
services or having access to State Records provided under this Contract, including
any Subcontractors or the employees of Subcontractors. A background check
performed within 30 days prior to the date such employee or agent begins
performance or obtains access to State Records shall be deemed to be current.
i. Contractor will provide notice to the Security and Compliance
Representative for the State indicating that background checks have been
performed. Such notice will inform the State of any action taken in
response to such background checks, including any decisions not to take
action in response to negative information revealed by a background
check.
ii. If Contractor will have access to Federal Tax Information under the
Contract, Contractor shall agree to the State's requirements regarding
Safeguarding Requirements for Federal Tax Information and shall comply
with the background check requirements defined in IRS Publication 1075
and §24-50-1002, C.R.S.
2. DATA HANDLING
A. The State, in its sole discretion, may securely deliver State Records directly to the
facility where such data is used to perform the Work. Contractor may not maintain
or forward these State Records to or from any other facility or location, except for
the authorized and approved purposes of backup and disaster recovery purposes,
without the prior written consent of the State. Contractor may not maintain State
Records in any data center or other storage location outside the United States for
any purpose without the prior express written consent of OIS.
B. Contractor shall not allow remote access to State Records from outside the United
States, including access by Contractor's employees or agents, without the prior
express written consent of OIS. Contractor shall communicate any request
regarding non-U.S. access to State Records to the Security and Compliance
Representative for the State. The State shall have sole discretion to grant or deny
any such request.
Exhibit E, Information Technology Provisions Page 2 of 4
C. Upon request by the State made any time prior to 60 days following the termination
of this Contract for any reason, whether or not the Contract is expiring or
terminating, Contractor shall make available to the State a complete and secure
download file of all data that is encrypted and appropriately authenticated. This
download file shall be made available to the State within 10 Business Days of the
State's request, and shall contain, without limitation, all State Records, Work
Product, and system schema and transformation definitions, or delimited text files
with documents, detailed schema definitions along with attachments in its native
format. Upon the termination of Contractor's provision of data processing services,
Contractor shall, as directed by the State, return all State Records provided by the
State to Contractor, and the copies thereof, to the State or destroy all such State
Records and certify to the State that it has done so. If legislation imposed upon
Contractor prevents it from returning or destroying all or part of the State Records
provided by the State to Contractor, Contractor shall guarantee the confidentiality
of all State Records provided by the State to Contractor and will not actively
process such data anymore.
D. The State retains the right to use the established operational services to access and
retrieve State Records stored on Contractor's infrastructure at its sole discretion and
at any time. If that ability does not exist, it does not need to be created. Upon
request of the State or of the supervisory authority, Contractor shall submit its data
processing facilities for an audit of the measures referred to in this Exhibit in
accordance with the terms of this Contract.
3. COMPLIANCE
A. In addition to the compliance obligations imposed by the main body of the Contract,
Contractor shall comply with:
i. All Colorado Office of Information Security (OIS) policies and
procedures which OIS has issued pursuant to §§24-37.5-401 through 406,
C.R.S. and 8 CCR §1501-5 and posted at http://oit.state.co.us/ois
ii. All information security and privacy obligations imposed by any federal,
state, or local statute or regulation, or by any industry standards or
guidelines, as applicable based on the classification of the data relevant to
Contractor's performance under the Contract. Such obligations may arise
from:
a. Health Information Portability and Accountability Act (HIPAA)
b. IRS Publication 1075
c. Payment Card Industry Data Security Standard (PCI-DSS)
d. FBI Criminal Justice Information Service Security Addendum
e. CMS Minimum Acceptable Risk Standards for Exchanges
f. Electronic Information Exchange Security Requirements and
Exhibit E, Information Technology Provisions Page 3 of 4
Procedures For State and Local Agencies Exchanging Electronic
Information With The Social Security Administration
B. Contractor shall implement and maintain all appropriate administrative, physical,
technical, and procedural safeguards necessary and appropriate to ensure
compliance with the standards and guidelines applicable to Contractor's
performance under the Contract.
C. Contractor shall allow the State reasonable access and shall provide the State with
information reasonably required to assess Contractor's compliance. Such access
and information may include:
i. The performance of security audit and penetration tests, as requested by
OIS or its designee at any time under this Contract;
ii. An annual SOC2 Type II audit including, at a minimum, the Trust
Principles of Security, Confidentiality, and Availability, or an alternative
audit recommended by OIS.
4. TRANSITION OF SERVICES
Upon expiration or earlier termination of this Contract or any Services provided in this Contract,
Contractor shall accomplish a complete transition of the Services from Contractor to the State or
any replacement provider designated solely by the State without any interruption of or adverse
impact on the Services or any other services provided by third parties in this Contract. Contractor
shall cooperate fully with the State or such replacement provider and promptly take all steps
required to assist in effecting a complete transition of the Services designated by the State. All
services related to such transition shall be performed at no additional cost beyond what would be
paid for the Services in this Contract.
Exhibit E, Information Technology Provisions Page 4 of 4
EXHIBIT F, CMS — R-0235 ADDENDUM
DEPARTMENT OF HEA.LTH AND HUMAN SER.,ICE4 Farm Approved
CENTERS FOR MEDICARE & MEDICAID SERVICES OMB No. 0 B —F734
DATA USE AGREEMENT (DUA) ADDENDUM for Data Acquired from the
CENTERS FOR MEDICARE & MEDICAID SERVICES (CMS)
The following individuals) requests access to CMS data. Their signature4s1, attest to their agreement with the
terms and conditions defined in the original docruneutation for Data Use Agreement (DUA) or
for new DUA studrproject name
Part A Requester Custodian Subcontractor Recipient
Printed Name Phone Ext
Ormarii7ation
Sweet Address
City State Zip
E-mail
Signature
(if applicable) Courier name Account number
Part B Requester Custodian Subcontractor Recipient
Printed Name Phone Ext
Orear,i7ation
Street Address
City State Zip
E-mail Signature
(if applicable)) Courier name Account number
Contracting Officer Representative iCORI Governtnent Task Lead tGTLI or COLS Privacy Staff
Printed Name
Signature
Organization
Please send as an email attachment to DataL-scAgrccrrtcrtr'ZLetus irk s.gor, and see our website at
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Exhibit F, CMS — R-0235 Addendum Page 1 of 1
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