HomeMy WebLinkAbout20181721.tiffRESOLUTION
RE: APPROVE AGREEMENT FOR SINGLE ENTRY POINT FOR LONG-TERM CARE
SERVICES 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 Agreement for Single Entry Point for
Long -Term Care Services between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Weld County Department of
Human Services, Area Agency on Aging, and the Colorado Department of Health Care Policy and
Financing, commencing upon full execution of signatures, and ending with further terms and
conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Agreement for Single Entry Point for Long -Term Care Services
between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Weld County Department of Human Services,
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 agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 30th day of May, A.D., 2018.
BOARD OF COUNTY COMMISSIONERS
WELOUNTY, COLORADO
ATTEST: dadiet) XL el
Weld County Clerk to the Board
BY:
Deputy Clerk to th
APP '• EDA
Stele Moreno, Chair
bars Kirkmeye
can P. Conway
XCUSED
ulie A. Cozad
ounty Attorney
Date of signature: .61/,-.Z7-18
Mike Freeman
Cc: HSO
01-25-18
2018-1721
HR0089
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PRIVILEGED AND CONFIDENTIAL
MEMORANDUM
DATE: May 17, 2018
TO: Board of County Commissioners — Pass -Around
FR: Judy A. Griego, Director, Human Services
RE: Weld County Department of Human Services' Contract with the
State of Colorado, Department of Health Care Policy and
Financing for Area Agency on Aging to Serve as Single
Entry Point for Long-term Care
Please review and indicate if you would like a work session prior to placing this item on the Board's agenda.
Request Board Approval of the Department's Contract with the State of Colorado, Department of Health
Care Policy and Financing. The Department is requesting approval of a contract with the State for the Area
Agency on Aging (AAA) to serve as the single entry point for long-term care clients to obtain information,
screening, assessment of need, and referral to long-term care and case management services. This is an annual
contract, with the term being July 1, 2018 — June 30, 2019, with an option for the State to extend the contract for
an additional year, July 1, 2019- June 30, 2020, upon written notice to the County. The maximum amount
payable to the County under the contract is $2,173,469.00. The contract has been reviewed by the County
Attorney's Office.
I do not recommend a Work Session. I recommend approval of this Contract.
Sean P. Conway
Julie A. Cozad
Mike Freeman
Barbara Kirkmeyer, Pro-tem
Steve Moreno, Chair
Approve Schedule
Recommendation Work Session
mF
/
Other/Comments:
Pass -Around Memorandum; May 17, 2018 - CMS ID 1825
H50
O/3I/1
Page 1
2018-1721
H R0089'
STATE OF COLORADO CONTRACT
SIGNATURE AND COVER PAGE
State Agency
Department of Health Care Policy and Financing
Contract Number
19-110381
Contractor
Weld County Department of Human Services
Contract Performance Beginning Date
The later of the Effective Date or July 1, 2018
Contract Maximum Amount
Initial Term
State Fiscal Year 2018-19 $2,173,469.00
Extension Terms
State Fiscal Year 2019-20 $0.00
Total for All State Fiscal Years $2,173,469.00
Initial Contract Expiration Date
June 30, 2019
Contract Description
The purpose of this Contract is for Contractor to serve as a
Single Entry Point (SEP) Agency within a local area where a
current or potential long-term care client can obtain long-
term care information, screening, assessment of need, and
referral to appropriate long-term care program and case
management services for all Coloradoans within their
designated district.
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
Each person signing this Contract represents and warrants that he or she is duly authorized to execute this Contract and to
bind the Party authorizing his or her signature.
CONTRACTOR
Weld County Depaitinent of Human Services
STATE
John W.
Department of
Kim Bimestefer,
OF COLORADO
Hickenlooper, Governor
Health Care Policy and Financing
E 'ecutiye Director
(�
By: Steve Moreno, Chair, Board of Weld County
Commissioners
Date:WAY 3 0 2018
By: Kim
Date:
mestefer, Execu ive
Director
LEGAL EVIEW
Cynthia H. Coffman, Attorney
By:
General
Assistant Attorney General
Date:
In accordance with §24-30-202, C.R.S., this Contract is not valid
authorized
STATE CONTROLLER
Ro ert Jaros, CPA,
By: Cdr
until signed and dated
delegate.
MBA, JD
below by the State
Controller or an
Depa fI ea th Care Policy and Financing
Effective Date: /f(07/(c--
- i7Dic
TABLE OF CONTENTS
1. PARTIES 2
2. TERM AND EFFECTIVE DATE 2
3. AUTHORITY 3
4. PURPOSE 3
5. DEFINITIONS 3
6. STATEMENT OF WORK 5
7. PAYMENTS TO CONTRACTOR 5
8. REPORTING - NOTIFICATION 6
9. CONTRACTOR RECORDS 7
10. CONFIDENTIAL INFORMATION -STATE RECORDS 7
11. CONFLICTS OF INTEREST 8
12. INSURANCE 9
13. BREACH 11
14. REMEDIES 11
15. DISPUTE RESOLUTION 13
16. NOTICES AND REPRESENTATIVES 14
17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 14
18. GOVERNMENTAL IMMUNITY 15
19. SUBRECIPIENT STATUS AND REQUIREMENTS 15
20. GENERAL PROVISIONS 16
21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1) 21
EXHIBIT A, HIPAA BUSINESS ASSOCIATES ADDENDUM 1
EXHIBIT B, STATEMENT OF WORK 1
EXHIBIT C, SAMPLE OPTION LETTER 1
EXHIBIT D, SUPPLEMENTAL PROVISIONS FOR FEDERAL AWARDS 1
Contract Number: 19-110381
Page 1 of 24 Version 1117
1. PARTIES
This Contract is entered into by and between the STATE OF COLORADO acting by and through
the State agency named on the Signature and Cover Page for this Contract (the "State," the
"Department," or "HCPF") and Contractor named on the Signature and Cover Page for this
Contract (the "Contractor"). Contractor and the State agree to the terms and conditions in this
Contract.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Contract shall not be valid or enforceable until the Effective Date. The State shall not
be bound by any provision of this Contract before the Effective Date and shall have no
obligation to pay Contractor for any Work performed or expense incurred before the Effective
Date or after the expiration or sooner termination of this Contract.
B. Initial Term
The Parties' respective performances under this Contract shall commence on the Contract
Performance Beginning Date shown on the Signature and Cover Page for this Contract and
shall terminate on the Initial Contract Expiration Date shown on the Signature and 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 Exhibit C. Except as stated in §2.D, the
total duration of this Contract, including the exercise of any options to extend, shall not
exceed two (2) years from its Effective Date absent prior approval from the Chief
Procurement Officer in accordance with the Colorado Procurement Code.
D. End of Term Extension
If this Contract approaches the end of its Initial Term, or any Extension Term then in place,
the State, at its discretion, upon written notice to Contractor as provided in §16, 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.
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. This subsection shall not apply to a termination of this Contract by the State
for breach by Contractor, which shall be governed by §14.A.i.
i. Method and Content
Contract Number: 19-110381
Page 2 of 24 Version 1117
The State shall notify Contractor of such termination in accordance with §16. The
notice shall specify the effective date of the termination and whether it affects all or a
portion of this Contract.
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 §14.A.i.a.
iii. Payments
If the State terminates this Contract in the public interest, the State shall pay Contractor
an amount equal to the percentage of the total reimbursement payable under this
Contract that corresponds to the percentage of Work satisfactorily completed and
accepted, as determined by the State, less payments previously made. Additionally, if
this Contract is less than 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 which 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. AUTHORITY
Authority to enter into this Contract exists in C.R.S. 25.5-1-101 et. seq.
4. PURPOSE
The purpose of this contract is for Contractor to serve as a Single Entry Point (SEP) Agency within
a local area where a current or potential long-term care client can obtain long-term care
information, screening, assessment of need, and referral to appropriate long-term care program and
case management services for all Coloradoans within their designated district.
5. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "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).
B. "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(6), to procure or supervise the
procurement of all supplies and services needed by the state.
C. "Contract" means this agreement, including all attached Exhibits, all documents
incorporated by reference, all referenced statutes, rules and cited authorities, and any future
modifications thereto.
D. "Contract Funds" means the funds that have been appropriated, designated, encumbered, or
otherwise made available for payment by the State under this Contract.
E. "Contractor Pre -Existing Material" means material, code, methodology, concepts,
process, systems, technique, trade or service marks, copyrights, or other intellectual property
developed, licensed or otherwise acquired by Contractor prior to the Effective Date of this
Contract and independent of any services rendered under any other contract with the State.
F. "CORA" means the Colorado Open Records Act, C.R.S. §24-72-200.1, et. seq.
Contract Number: 19-110381
Page 3 of 24 Version 1117
G. "End of Term Extension" means the time period defined in §2.D
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 Signature and Cover Page for this
Contract.
I. "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, Sample Option Letter
iv. Exhibit D, Supplemental Provisions for Federal Awards
J. "Extension Term" means the time period defined in §2.C
K. "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.
L. "Incident" means any accidental or deliberate event that results in or constitutes an imminent
threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of
any communications or information resources of the State, which are included as part of the
Work, as described in §§24-37.5-401, et. seq., C.R.S. Incidents include, without limitation,
(i) successful attempts to gain unauthorized access to a State system or State Information
regardless of where such information is located; (ii) unwanted disruption or denial of service;
(iii) the unauthorized use of a State system for the processing or storage of data; or (iv)
changes to State system hardware, firmware, or software characteristics without the State's
knowledge, instruction, or consent.
M. "Initial Term" means the time period defined in §2.B
N. "Party" means the State or Contractor, and "Parties" means both the State and Contractor.
O. "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.
P. "PHI" means any protected health information, including, without limitation any information
whether oral or recorded in any form or medium: (i) that relates to the past, present or future
physical or mental condition of an individual; the provision of health care to an individual;
or the past, present or future payment for the provision of health care to an individual; and
(ii) that identifies the individual or with respect to which there is a reasonable basis to believe
the information can be used to identify the individual. PHI includes, but is not limited to, any
information defined as Individually Identifiable Health Information by the federal Health
Insurance Portability and Accountability Act.
"Provider" means 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.
Q.
Contract Number: 19-110381
Page 4 of 24 Version 1117
R. "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.
S. "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,
Tax Information, and State personnel records not subject to disclosure under CORA.
T. "State Fiscal Rules" means that fiscal rules promulgated by the Colorado State Controller
pursuant to C.R.S. §24-30-202(13)(a).
U. "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.
V. "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.
W. "Subcontractor" means third -parties, if any, engaged by Contractor to aid in performance
of the Work.
X. "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.
Y. "Work" means the Goods delivered and Services performed pursuant to this Contract.
Z. "Work Product" means the tangible and intangible results of the Work, whether finished or
unfinished, including drafts. Work Product includes, but is not limited to, documents, text,
software (including source code), research, reports, proposals, specifications, plans, notes,
studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys,
maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work
Product" does not include any Contract Pre -Existing Material 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.
6. 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.
7. 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 Signature and Cover Page for this Contract.
B. Payment Procedures
i. Payment
Contract Number: 19-110381
Page 5 of 24 Version 1117
a. The State shall pay Contractor in the amounts and in accordance with the schedule
and other conditions set forth in Exhibit B, Statement of Work
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
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.
v. Erroneous Payments
The State may recover, at the State's discretion, payments made to Contractor in error
for any reason, including, but not limited to, overpayments or improper payments, and
unexpended or excess funds received by Contractor. The State may recover such
payments by deduction from subsequent payments under this Contract, deduction from
any payment due under any other contracts, grants or agreements between the State and
Contractor, or by any other appropriate method for collecting debts owed to the State.
8. REPORTING - NOTIFICATION
Contract Number: 19-110381
Page 6 of 24 Version 1117
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 §16.
9. CONTRACTOR RECORDS
A. Maintenance
Contractor shall maintain a file of all documents, records, communications, notes and other
materials relating to the Work (the "Contractor Records"). Contractor Records shall include
all documents, records, communications, notes and other materials maintained by Contractor
that relate to any Work performed by Subcontractors, and Contractor shall maintain all
records related to the Work performed by Subcontractors required to ensure proper
performance of that Work. Contractor shall maintain Contractor Records until the last to
occur of: (i) the date 3 years after the date this Contract expires or is terminated, (ii) final
payment under this Contract is made, (iii) the resolution of any pending Contract matters, or
(iv) if an audit is occurring, or Contractor has received notice that an audit is pending, the
date such audit is completed and its findings have been resolved (the "Record Retention
Period").
B. Inspection
Contractor shall permit the State to audit, inspect, examine, excerpt, copy and transcribe
Contractor Records during the Record Retention Period. Contractor shall make Contractor
Records available during normal business hours at Contractor's office or place of business,
or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days'
notice from the State, unless the State determines that a shorter period of notice, or no notice,
is necessary to protect the interests of the State.
C. Monitoring
The State, in its discretion, may monitor Contractor's performance of its obligations under
this Contract using procedures as determined by the State. The State shall monitor
Contractor's performance in a manner that does not unduly interfere with Contractor's
performance of the Work.
D. Final Audit Report
Contractor shall promptly submit to the State a copy of any final audit report of an audit
performed on Contractor's records that relates to or affects this Contract or the Work, whether
the audit is conducted by Contractor or a third party.
10. CONFIDENTIAL INFORMATION -STATE RECORDS
A. Confidentiality
Contract Number: 19-110381 Page 7 of 24
Version 1117
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 including, without limitation: (i) the most recently promulgated IRS Publication
1075 for all Tax Information, (ii) the federal Health Insurance Portability and Accountability
Act for all PHI and the HIPAA Business Associate Addendum attached to this Contract.
Contractor shall 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.
11. CONFLICTS OF INTEREST
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Page 8 of 24 Version 1117
A. Actual Conflicts of Interest
Contractor shall not engage in any business or activities, or maintain any relationships that
conflict in any way with the full performance of the obligations of Contractor under this
Contract. Such a conflict of interest would arise when a Contractor or Subcontractor's
employee, officer or agent were to offer or provide any tangible personal benefit to an
employee of the State, or any member of his or her immediate family or his or her partner,
related to the award of, entry into or management or oversight of this Contract.
B. Apparent Conflicts of Interest
Contractor acknowledges that, with respect to this Contract, even the appearance of a conflict
of interest shall be harmful to the State's interests. Absent the State's prior written approval,
Contractor shall refrain from any practices, activities or relationships that reasonably appear
to be in conflict with the full performance of Contractor's obligations under this Contract.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a
conflict or the appearance of a conflict has arisen, Contractor shall submit to the State a
disclosure statement setting forth the relevant details for the State's consideration. Failure to
promptly submit a disclosure statement or to follow the State's direction in regard to the
actual or apparent conflict constitutes a breach of this Contract.
12. 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 shall be issued by insurance companies as approved by the State.
A. 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.
B. General Liability
Commercial general liability insurance covering premises operations, fire damage,
independent contractors, products and completed operations, blanket contractual liability,
personal injury, and advertising liability with minimum limits as follows:
i. $1,000,000 each occurrence;
ii. $1,000,000 general aggregate;
iii. $1,000,000 products and completed operations aggregate; and
iv. $50,000 any one (1) fire.
C. 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.
D. Protected Information
Contract Number: 19-110381
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Liability insurance covering all loss of State Confidential Information, such as PII, Tax
Information, and claims based on alleged violations of privacy rights through improper use
or disclosure of protected information with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $2,000,000 general aggregate.
E. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any
negligent act with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
F. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
i. $1,000,000 each occurrence; and
ii. $1,000,000 general aggregate.
G. Additional Insured
The State shall be named as additional insured on all commercial general liability policies
(leases and construction contracts require additional insured coverage for completed
operations) required of Contractor and Subcontractors.
H. 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.
I. Cancellation
The above insurance policies shall include provisions preventing cancellation or non -
renewal, except for cancellation based on non-payment of premiums, without at least 30 days
prior notice to Contractor and Contractor shall forward such notice to the State in accordance
with §16 within seven (7) days of Contractor's receipt of such notice.
J. Subrogation Waiver
All insurance policies secured or maintained by Contractor or its Subcontractors in relation
to this Contract shall include clauses stating that each carrier shall waive all rights of recovery
under subrogation or otherwise against Contractor or the State, its agencies, institutions,
organizations, officers, agents, employees, and volunteers.
K. Public Entities
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If Contractor is a "public entity" within the meaning of the Colorado Governmental Immunity
Act, C.R.S. §24-10-101, et seq. (the "GIA"), Contractor shall maintain, in lieu of the liability
insurance requirements stated above, at all times during the term of this Contract such liability
insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under
the GIA. If a Subcontractor is a public entity within the meaning of the GIA, Contractor shall
ensure that the Subcontractor maintain at all times during the terms of this Contract, in lieu
of the liability insurance requirements stated above, such liability insurance, by commercial
policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the
GIA.
L. Certificates
Contractor shall provide to the State certificates evidencing Contractor's insurance coverage
required in this Contract within seven (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 seven (7) Business Days following Contractor's execution of the
subcontract. No later than fifteen (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 seven (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 §12.
13. BREACH
A. Defined
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, shall be a breach. The institution of
proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against
Contractor, or the appointment of a receiver or similar officer for Contractor or any of its
property, which is not vacated or fully stayed within thirty (30) days after the institution of
such proceeding, shall also constitute a breach.
B. Notice and Cure Period
In the event of a breach, the aggrieved Party shall give written notice of breach to the other
Party. If the notified Party does not cure the breach, at its sole expense, within (30) days after
the delivery of written notice, the Party may exercise any of the remedies as described in §14
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.
14. REMEDIES
A. State's Remedies
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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 §13.B., shall have all of the
remedies listed in this §14.A. 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
acceptable Work received as of the date of termination. If, after termination by
the State, the State agrees that Contractor was not in breach or that Contractor's
action or inaction was excusable, such termination shall be treated as a termination
in the public interest, and the rights and obligations of the Parties shall be as if
this Contract had been terminated in the public interest under §2.E.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall remain
liable to the State for any damages sustained by the State in connection with any
breach by Contractor, and the State may withhold payment to Contractor for the
purpose of mitigating the State's damages until such time as the exact amount of
damages due to the State from Contractor is determined. The State may withhold
any amount that may be due Contractor as the State deems necessary to protect
the State against loss including, without limitation, loss as a result of outstanding
liens and excess costs incurred by the State in procuring from third parties
replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional
remedies:
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a. Suspend Performance
Suspend Contractor's performance with respect to all or any portion of the Work
pending corrective action as specified by the State without entitling Contractor to
an adjustment in price or cost or an adjustment in the performance schedule.
Contractor shall promptly cease performing Work and incurring costs in
accordance with the State's directive, and the State shall not be liable for costs
incurred by Contractor after the suspension of performance.
b. Withhold Payment
Withhold payment to Contractor until Contractor corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Contractor's actions or
inactions, cannot be performed or if they were performed are reasonably of no
value to the state; provided, that any denial of payment shall be equal to the value
of the obligations not performed.
d. 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 §13.B and the dispute resolution process
in §15 shall have all remedies available at law and equity.
15. 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
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If the initial resolution described in §15.A fails to resolve the dispute within ten (10) Business
Days, Contractor shall submit any alleged breach of this Contract by the State to the
Procurement Official of HCPF as described in C.R.S. §24-101-301(30), for resolution in
accordance with the provisions of C.R.S. §§24-106-109, 24-109-101.1, 24-109-101.5, 24-
109-106, 24-109-107, 24-109-201 through 24-109-206, and 24-109-501 through 24-109-505
(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.
16. NOTICES AND REPRESENTATIVES
Each individual identified below 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 below. If a Party delivers a
notice to another through email and the email is undeliverable, then, unless the Party has been
provided with an alternate email contact, the Party delivering the notice shall deliver the notice by
hand with receipt required or by certified or registered mail to such Party's principal representative
at the address set forth below. Either Party may change its principal representative or principal
representative contact information by notice submitted in accordance with this §16 without a
formal amendment to this Contract. Unless otherwise provided in this Contract, notices shall be
effective upon delivery of the written notice.
For the State:
Yasmin Gardner, Contract Manager,
Operations and Administration Division,
Office of Community Living
Department of Health Care Policy and
Financing
1570 Grant Street
Denver, Colorado 80203
Yasmin.Gardner@state.co.us
For Contractor:
Eva Jewell
Administrator
Weld County Department of Human
Services
315 N. 11th Avenue
Greeley, CO 80631
ejewell@weldgov.com
17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Contractor assigns to the State and its successors and assigns, the entire right, title, and
interest in and to all causes of action, either in law or in equity, for past, present, or future
infringement of intellectual property rights related to the Work Product and all works based
on, derived from, or incorporating the Work Product. Whether or not Contractor is under
contract with the State at the time, Contractor shall execute applications, assignments, and
other documents, and shall render all other reasonable assistance requested by the State, to
enable the State to secure patents, copyrights, licenses and other intellectual property rights
related to the Work Product. To the extent that Work Product would fall under the definition
of "works made for hire" under 17 U.S.C.S. §101, the Parties intend the Work Product to be
a work made for hire.
i. Copyrights
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To the extent that the Work Product (or any portion of the Work Product) would not be
considered works made for hire under applicable law, Contractor hereby assigns to the
State, the entire right, title, and interest in and to copyrights in all Work Product and all
works based upon, derived from, or incorporating the Work Product; all copyright
applications, registrations, extensions, or renewals relating to all Work Product and all
works based upon, derived from, or incorporating the Work Product; and all moral
rights or similar rights with respect to the Work Product throughout the world. To the
extent that Contractor cannot make any of the assignments required by this section,
Contractor hereby grants to the State a perpetual, irrevocable, royalty -free license to
use, modify, copy, publish, display, perform, transfer, distribute, sell, and create
derivative works of the Work Product and all works based upon, derived from, or
incorporating the Work Product by all means and methods and in any format now
known or invented in the future. The State may assign and license its rights under this
license.
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.
18. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the State or
the Contractor, if the contractor is a political sub -division, its departments, boards, commissions
committees, bureaus, offices, employees and officials shall be controlled and limited by the
provisions of the GIA; 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, C.R.S. §24-30-1501, et seq.
19. SUBRECIPIENT STATUS AND REQUIREMENTS
A. The Contractor has been determined to be a Subrecipient under 2 CFR Chapter I, Chapter II,
Part 200 et al. Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards; Final Rule (the "Final Rule"), released December 26,
2013 and subsequently updated, and thus shall be required to follow all requirements and
guidance contained in the Final Rule.
B. Single Audits
i. Under the Final Rule, all Non -Federal Entities, as defined in the Final Rule, expending
$750,000.00 or more from all Federal sources (direct or from pass -through entities)
must have a single or program -specific audit conducted for that year in accordance with
Subpart F of the Final Rule.
a. The Contractor shall notify the State when expected or actual expenditures of
federal assistance from all sources equal or exceed $750,000.00.
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b. If the expected or actual expenditures of federal assistance from all sources do not
equal or exceed $750,000.00 the Contractor shall provide an attestation to the
State that they do not qualify for a Single Audit.
ii. Pursuant to the Final Rule §200.512 (a)(1) the Single Audit must be completed and
submitted within the earlier of thirty (30) calendar days after receipt of the auditor's
report(s), or nine months after the end of the audit period. If the due date falls on a
Saturday, Sunday, or Federal holiday, the reporting package is due the next business
day.
a. The audit period shall be the Contractor's fiscal year.
20. 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 §20.A., all provisions of this Contract, including the benefits
and burdens, shall extend to and be binding upon the Parties' respective successors and
assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this
Contract and the performance of such Party's obligations have been duly authorized.
E. Captions and References
The captions and headings in this Contract are for convenience of reference only, and shall
not be used to interpret, define, or limit its provisions. All references in this Contract to
sections (whether spelled out or using the § symbol), subsections, exhibits or other
attachments, are references to sections, subsections, exhibits or other attachments contained
herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Contract may be executed in multiple, identical, original counterparts, each of which
shall be deemed to be an original, but all of which, taken together, shall constitute one and
the same agreement.
G. Entire Understanding
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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. Jurisdiction and Venue
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.
I. Modification
Except as otherwise provided in this Contract, any modification to this Contract shall only be
effective if agreed to in a formal amendment to this Contract, properly executed and approved
in accordance with applicable Colorado State law and State Fiscal Rules. Modifications
permitted under this Contract, other than contract amendments, shall conform to the policies
issued by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Contract to a statute, regulation, State Fiscal Rule, fiscal policy or other
authority shall be interpreted to refer to such authority then current, as may have been
changed or amended since the Effective Date of this Contract.
K. Order of Precedence
In the event of a conflict or inconsistency between this Contract and any Exhibits or
attachment such conflict or inconsistency shall be resolved by reference to the documents in
the following order of priority:
i. Exhibit A, HIPAA Business Associates Addendum
ii. Colorado Special Provisions in §20.0 of the main body of this Contract
iii. The provisions of the other sections of the main body of this Contract
iv. Exhibit B, Statement of Work
v. Exhibit C, Sample Option Letter
vi. Exhibit D, Supplemental Provisions for Federal Awards
L. 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.
M. 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.
N. Taxes
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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.
O. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §20.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.
P. 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.
Q.
CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance measures and
standards required under §24-103.5-101, C.R.S., if any, are subject to public release through
the CORA.
R. 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.
S. 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.
T. Indemnification
i. General Indemnification
To the extent permitted by law, Contractor shall indemnify, save, and hold harmless the
State, its employees, agents and assignees (the "Indemnified Parties"), against any and
all costs, expenses, claims, damages, liabilities, court awards and other amounts
(including attorneys' fees and related costs) incurred by any of the Indemnified Parties
in relation to any act or omission by Contractor, or its employees, agents,
Subcontractors, or assignees in connection with this Contract.
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ii. Confidential Information Indemnification
Disclosure or use of State Confidential Information by Contractor in violation of §10
may be cause for legal action by third parties against Contractor, the State, or their
respective agents. To the extent permitted by law, Contractor shall indemnify, save, and
hold harmless the Indemnified Parties, against any and all claims, damages, liabilities,
losses, costs, expenses (including attorneys' fees and costs) incurred by the State in
relation to any act or omission by Contractor, or its employees, agents, assigns, or
Subcontractors in violation of §10.
iii. Intellectual Property Indemnification
To the extent permitted by law, Contractor shall indemnify, save, and hold harmless the
Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities,
and other amounts (including attorneys' fees and costs) incurred by the Indemnified
Parties in relation to any claim that any Work infringes a patent, copyright, trademark,
trade secret, or any other intellectual property right.
U. Compliance with Applicable Law
The Contractor shall at all times during the execution of this Contract strictly adhere to, and
comply with, all applicable federal and state laws, and their implementing regulations, as
they currently exist and may hereafter be amended, which are incorporated herein by this
reference as terms and conditions of this Contract. The Contractor shall also require
compliance with these statutes and regulations in subcontracts and subgrants permitted under
this contract. The federal laws and regulations include but are not limited to:
Age Discrimination Act of 1975, as amended
42 U.S.C. 6101, et seq.
Age Discrimination in Employment Act of 1967
29 U.S.C. 621-634
Americans with Disabilities Act of 1990 (ADA)
42 U.S.C. 12101, et seq.
Clean Air Act
42 U.S.C. 7401, et seq.
Equal Employment Opportunity
E.O. 11246, as amended
and as supplemented by
41 C.F.R. Part 60
Equal Pay Act of 1963
29 U.S.C. 206(d)
Federal Water Pollution Control Act, as
amended
33 U.S.C. 1251, et seq.
Immigration Reform and Control Act of 1986
8 U.S.C. 1324b
Section 504 and 508 of the Rehabilitation Act of
1973, as amended
29 U.S.C. 794
Title VI of the Civil Rights Act of 1964, as
amended
42 U.S.C. 2000d, et seq.
Title VII of the Civil Rights Act of 1964
42 U.S.C. 2000e
Title IX of the Education Amendments of 1972,
as amended
20 U.S.C. 1681
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State laws include:
Civil Rights Division
Section 24-34-301, CRS, et
seq.
The Contractor also shall comply with any and all laws and regulations prohibiting
discrimination in the specific program(s) which is/are the subject of this Contract. In
consideration of and for the purpose of obtaining any and all federal and/or state financial
assistance, the Contractor makes the following assurances, upon which the State relies.
i. The Contractor will not discriminate against any person on the basis of race, color,
national origin, age, sex, sexual orientation, gender identity, religion or handicap,
including Acquired Immune Deficiency Syndrome (AIDS) or AIDS -related
conditions, in performance of Work under this Contract.
ii. At all times during the performance of this Contract, no qualified individual with
a disability shall, by reason of such disability, be excluded from participation in,
or denied benefits of the service, programs, or activities performed by the
Contractor, or be subjected to any discrimination by the Contractor.
The Contractor shall take all necessary affirmative steps, as required by 45 C.F.R. 92.36(e),
Colorado Executive Orders and Procurement Rules, to assure that small and minority
businesses and women's business enterprises are used, when possible, as sources of supplies,
equipment, construction, and services purchased under this Contract.
V. Debarment and Suspension
i. If this is a covered transaction or the Contract amount exceeds $100,000.00, the
Contractor certifies to the best of its knowledge and belief that it and its principals
and Subcontractors are not presently debarred, suspended, proposed for
debarment, declared ineligible, or voluntarily excluded by any Federal department
or agency.
ii. This certification is a material representation of fact upon which reliance was
placed when the State determined to enter into this transaction. If it is later
determined that the Contractor knowingly rendered an erroneous certification, in
addition to other remedies available at law or by contract, the State may terminate
this Contract for default.
iii. The Contractor shall provide immediate written notice to the State if it has been
debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded by any Federal department or agency.
iv. The terms "covered transaction," "debarment," "suspension," "ineligible," "lower
tier covered transaction," "principal," and "voluntarily excluded," as used in this
paragraph, have the meanings set out in 2 C.F.R. Parts 180 and 376.
v. The Contractor agrees that it will include this certification in all lower tier covered
transactions and subcontracts that exceed $100,000.00.
W. Lobbying
Contractor certifies, to the best of his or her knowledge and belief, that:
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i. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative Contract, and the extension, continuation, renewal, amendment,
or modification of any Federal contract, grant, loan, or cooperative Contract.
ii. If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an office or employee of any agency,
a Member of Congress, an office or employee of Congress, or an employee of a Member
of Congress in connection with this Federal contract, grant, loan, or cooperative
Contract, the undersigned shall complete and submit Standard Form-LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions.
iii. The undersigned shall require that the language of this certification be included in the
award documents for all sub awards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative Contracts) and that all subrecipients shall
certify and disclose accordingly.
iv. This certification is a material representation of fact upon which reliance was placed
when the transaction was made or entered into. Submission of the certification is a
requisite for making or entering into transaction imposed by Section 1352, Title 31,
U.S. Code. Any person who fails to file the required certification shall be subject to a
civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such
failure.
21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-1)
These Special Provisions apply to all contracts except where noted in italics.
A. CONTROLLER'S APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller
or designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
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, of the
Colorado Governmental Immunity Act, §§24-10-101, et seq., C.R.S., or the Federal Tort
Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b).
D. INDEPENDENT CONTRACTOR
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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 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. Unemployment insurance benefits will be available to Contractor and its
employees and agents only if such coverage is made available by Contractor or a third party.
Contractor shall pay when due all applicable employment taxes and income taxes and local
head taxes incurred pursuant to this Contract. 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 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.
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. Any provision incorporated herein by reference which purports to negate
this or any other Special Provision in whole or in part shall not be valid or enforceable or
available in any action at law, whether by way of complaint, defense, or otherwise. Any
provision rendered null and void by the operation of this provision shall not invalidate the
remainder of this Contract, to the extent capable of execution.
G. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra judicial body or
person. Any provision to the contrary in this Contract or incorporated herein by reference
shall be null and void.
H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
State or other public funds payable under this Contract shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or
applicable licensing restrictions. Contractor hereby certifies and warrants that, during the
term of this Contract and any extensions, Contractor has and shall maintain in place
appropriate systems and controls to prevent such improper use of public funds. If the State
determines that Contractor is in violation of this provision, the State may exercise any remedy
available at law or in equity or under this Contract, including, without limitation, immediate
termination of this Contract and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and
24-50-507, C.R.S.
Contract Number: 19-110381
Page 22 of 24 Version 1117
The signatories aver that to their knowledge, no employee of the State has any personal or
beneficial interest whatsoever in the service or property described in this Contract. Contractor
has no interest and shall not acquire any interest, direct or indirect, that would conflict in any
manner or degree with the performance of Contractor's services and Contractor shall not
employ any person having such known interests.
J. VENDOR OFFSET. §§24-30-202(1) and 24-30-202.4, C.R.S.
[Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the
State Controller may withhold payment under the State's vendor offset intercept system for
debts owed to State agencies for: (i) unpaid child support debts or child support arrearages;
(ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et
seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher
Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and
(v) other unpaid debts owing to the State as a result of final agency determination or judicial
action.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
[Not applicable to agreements relating to the offer, issuance, or sale of securities,
investment advisory services or fund management services, sponsored projects,
intergovernmental agreements, or information technology services or products and
services] Contractor certifies, warrants, and agrees that it does not knowingly employ or
contract with an illegal alien who will perform work under this Contract and will confirm the
employment eligibility of all employees who are newly hired for employment in the United
States to perform work under this Contract, through participation in the E -Verify Program
established under Pub. L. 104-208 or the State verification program established pursuant to
§8-17.5-102(5)(c), C.R.S., Contractor shall not knowingly employ or contract with an illegal
alien to perform work under this Contract or enter into a contract with a Subcontractor that
fails to certify to Contractor that the Subcontractor shall not knowingly employ or contract
with an illegal alien to perform work under this Contract. Contractor (i) shall not use E -Verify
Program or State program procedures to undertake pre -employment screening of job
applicants while this Contract is being performed, (ii) shall notify the Subcontractor and the
contracting State agency within three (3) days if Contractor has actual knowledge that a
Subcontractor is employing or contracting with an illegal alien for work under this Contract,
(iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting
with the illegal alien within three (3) days of receiving the notice, and (iv) shall comply with
reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-
102(5), C.R.S., by the Colorado Department of Labor and Employment. If Contractor
participates in the State program, Contractor shall deliver to the contracting State agency,
Institution of Higher Education or political subdivision, a written, notarized affirmation,
affirming that Contractor has examined the legal work status of such employee, and shall
comply with all of the other requirements of the State program. If Contractor fails to comply
with any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State
agency, institution of higher education or political subdivision may terminate this Contract
for breach and, if so terminated, Contractor shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Contract Number: 19-110381
Page 23 of 24 Version 1117
Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the
United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101,
et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103,
C.R.S. prior to the Effective Date of this Contract.
Contract Number: 19-110381
Page 24 of 24 Version 1117
EXHIBIT A, HIPAA BUSINESS ASSOCIATES ADDENDUM
This Business Associate Addendum ("Addendum") is part of the Contract between the State
of Colorado, Department of Health Care Policy and Financing and the Contractor. For purposes
of this Addendum, the State is referred to as "Department," "Covered Entity" or "CE" and the
Contractor is referred to as "Associate." Unless the context clearly requires a distinction between
the Contract document and this Addendum, all references herein to "the Contract" or "this
Contract" include this Addendum.
RECITALS
A. CE wishes to disclose certain information to Associate pursuant to the terms of the
Contract, some of which may constitute Protected Health Information ("PHI") (defined
below).
B. CE and Associate intend to protect the privacy and provide for the security of PHI disclosed
to Associate pursuant to this Contract in compliance with the Health Insurance Portability
and Accountability Act of 1996, 42 U.S.C. §1320d — 1320d-8 ("HIPAA") as amended by
the American Recovery and Reinvestment Act of 2009 ("ARRA")/HITECH Act (P.L. 111-
005), and its implementing regulations promulgated by the U.S. Department of Health and
Human Services, 45 C.F.R. Parts 160, 162 and 164 (the "HIPAA Rules") and other
applicable laws, as amended.
C. As part of the HIPAA Rules, the CE is required to enter into a contract containing specific
requirements with Associate prior to the disclosure of PHI, 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 contained in this Addendum.
The parties agree as follows:
1. Definitions.
a. Except as otherwise defined herein, capitalized terms in this Addendum shall have
the definitions set forth in the HIPAA Rules at 45 C.F.R. Parts 160, 162 and 164, as amended. In
the event of any conflict between the mandatory provisions of the HIPAA Rules and the provisions
of this Contract, the HIPAA Rules shall control. Where the provisions of this Contract differ from
those mandated by the HIPAA Rules, but are nonetheless permitted by the HIPAA Rules, the
provisions of this Contract shall control.
b. "Protected Health Information" or "PHI" means any information, whether oral or
recorded in any form or medium: (i) that relates to the past, present or future physical or mental
condition of an individual; the provision of health care to an individual; or the past, present or
future payment for the provision of health care to an individual; and (ii) that identifies the
individual or with respect to which there is a reasonable basis to believe the information can be
used to identify the individual, and shall have the meaning given to such term under the HIPAA
Rules, including, but not limited to, 45 C.F.R. Section 164.501.
Exhibit A. HCPF HIPAA BAA
Page 1 of 9 Revised 9/13
c. "Protected Information" shall mean PHI provided by CE to Associate or created,
received, maintained or transmitted by Associate on CE's behalf. To the extent Associate is a
covered entity under HIPAA and creates or obtains its own PHI for treatment, payment and health
care operations, Protected Information under this Contract does not include any PHI created or
obtained by Associate as a covered entity and Associate shall follow its own policies and
procedures for accounting, access and amendment of Associate's PHI.
d. "Subcontractor" shall mean a third party to whom Associate delegates a function,
activity, or service that involves CE's Protected Information, in order to carry out the
responsibilities of this Agreement.
2. Obligations of Associate.
a. Permitted Uses. Associate shall not use Protected Information except for the
purpose of performing Associate's obligations under this Contract and as permitted under this
Addendum. Further, Associate shall not use Protected Information in any manner that would
constitute a violation of the HIPAA Rules if so used by CE, except that Associate may use
Protected Information: (i) for the proper management and administration of Associate; (ii) to carry
out the legal responsibilities of Associate; or (iii) for Data Aggregation purposes for the Health
Care Operations of CE. Additional provisions, if any, governing permitted uses of Protected
Information are set forth in Attachment A to this Addendum. To the extent permitted by law,
Associate agrees to defend and indemnify the Department against third party claims arising from
Associate's breach of this Addendum.
b. Permitted Disclosures. Associate shall not disclose Protected Information in any
manner that would constitute a violation of the HIPAA Rules if disclosed by CE, except that
Associate may disclose Protected Information: (i) in a manner permitted pursuant to this Contract;
(ii) for the proper management and administration of Associate; (iii) as required by law; (iv) for
Data Aggregation purposes for the Health Care Operations of CE; or (v) to report violations of law
to appropriate federal or state authorities, consistent with 45 C.F.R. Section 164.502(j)(1). To the
extent that Associate discloses Protected Information to a third party Subcontractor, Associate
must obtain, prior to making any such disclosure: (i) reasonable assurances through execution of
a written agreement with such third party that such Protected Information will be held confidential
as provided pursuant to this Addendum and only disclosed as required by law or for the purposes
for which it was disclosed to such third party; and that such third party will notify Associate within
five (5) business days of any breaches of confidentiality of the Protected Information, to the extent
it has obtained knowledge of such breach. Additional provisions, if any, governing permitted
disclosures of Protected Information are set forth in Attachment A.
Exhibit A. HCPF HIPAA BAA
Page 2 of 9 Revised 9/13
c. Appropriate Safeguards. Associate shall implement appropriate safeguards as are
necessary to prevent the use or disclosure of Protected Information other than as permitted by this
Contract. Associate shall comply with the requirements of the HIPAA Security Rule, at 45 C.F.R.
Sections 164.308, 164.310, 164.312, and 164.316. Associate shall maintain a comprehensive
written information privacy and security program that includes administrative, technical and
physical safeguards appropriate to the size and complexity of the Associate's operations and the
nature and scope of its activities. Associate shall review, modify, and update documentation of its
safeguards as needed to ensure continued provision of reasonable and appropriate protection of
Protected Information.
d. Reporting of Improper Use or Disclosure. Associate shall report to CE in writing
any use or disclosure of Protected Information other than as provided for by this Contract within
five (5) business days of becoming aware of such use or disclosure.
e. Associate's Agents. If Associate uses one or more Subcontractors or agents to
provide services under the Contract, and such Subcontractors or agents receive or have access to
Protected Information, each Subcontractor or agent shall sign an agreement with Associate
containing substantially the same provisions as this Addendum and further identifying CE as a
third party beneficiary with rights of enforcement and indemnification from such Subcontractors
or agents in the event of any violation of such Subcontractor or agent agreement. The agreement
between the Associate and Subcontractor or agent shall ensure that the Subcontractor or agent
agrees to at least the same restrictions and conditions that apply to Associate with respect to such
Protected Information. Associate shall implement and maintain sanctions against agents and
Subcontractors that violate such restrictions and conditions and shall mitigate the effects of any
such violation.
f. Access to Protected Information. If Associate maintains Protected Information
contained within CE's Designated Record Set, Associate shall make Protected Information
maintained by Associate or its agents or Subcontractors in such Designated Record Sets available
to CE for inspection and copying within ten (10) business days of a request by CE to enable CE to
fulfill its obligations to permit individual access to PHI under the HIPAA Rules, including, but not
limited to, 45 C.F.R. Section 164.524. If such Protected Information is maintained by Associate
in an electronic form or format, Associate must make such Protected Information available to CE
in a mutually agreed upon electronic form or format.
g. Amendment of PHI. If Associate maintains Protected Information contained within
CE's Designated Record Set, Associate or its agents or Subcontractors shall make such Protected
Information available to CE for amendment within ten (10) business days of receipt of a request
from CE for an amendment of Protected Information or a record about an individual contained in
a Designated Record Set, and shall incorporate any such amendment to enable CE to fulfill its
obligations with respect to requests by individuals to amend their PHI under the HIPAA Rules,
including, but not limited to, 45 C.F.R. Section 164.526. If any individual requests an amendment
of Protected Information directly from Associate or its agents or Subcontractors, Associate must
notify CE in writing within five (5) business days of receipt of the request. Any denial of
amendment of Protected Information maintained by Associate or its agents or Subcontractors shall
be the responsibility of CE.
Exhibit A. HCPF HIPAA BAA
Page 3 of 9 Revised 9/13
h. Accounting Rights. Associate and its agents or Subcontractors shall make available
to CE, within ten (10) business days of notice by CE, the information required to provide an
accounting of disclosures to enable CE to fulfill its obligations under the HIPAA Rules, including,
but not limited to, 45 C.F.R. Section 164.528. In the event that the request for an accounting is
delivered directly to Associate or its agents or Subcontractors, Associate shall within five (5)
business days of the receipt of the request, forward it to CE in writing. It shall be CE's
responsibility to prepare and deliver any such accounting requested. Associate shall not disclose
any Protected Information except as set forth in Section 2(b) of this Addendum.
i. Governmental Access to Records. Associate shall keep records and make its
internal practices, books and records relating to the use and disclosure of Protected Information
available to the Secretary of the U.S. Department of Health and Human Services (the "Secretary"),
in a time and manner designated by the Secretary, for purposes of determining CE's or Associate's
compliance with the HIPAA Rules. Associate shall provide to CE a copy of any Protected
Information that Associate provides to the Secretary concurrently with providing such Protected
Information to the Secretary when the Secretary is investigating CE. Associate shall cooperate
with the Secretary if the Secretary undertakes an investigation or compliance review of Associate's
policies, procedures or practices to determine whether Associate is complying with the HIPAA
Rules, and permit access by the Secretary during normal business hours to its facilities, books,
records, accounts, and other sources of information, including Protected Information, that are
pertinent to ascertaining compliance.
j. Minimum Necessary. Associate (and its agents or Subcontractors) shall only
request, use and disclose the minimum amount of Protected Information necessary to accomplish
the purpose of the request, use or disclosure, in accordance with the Minimum Necessary
requirements of the HIPAA Rules including, but not limited to, 45 C.F.R. Sections 164.502(b) and
164.514(d).
k. Data Ownership. Associate acknowledges that Associate has no ownership rights
with respect to the Protected Information.
1. Retention of Protected Information. Except upon termination of the Contract as
provided in Section 4(c) of this Addendum, Associate and its Subcontractors or agents shall retain
all Protected Information throughout the term of this Contract and shall continue to maintain the
information required under Section 2(h) of this Addendum for a period of six (6) years.
m. Associate's Insurance. Associate shall maintain insurance to cover loss of PHI data
and claims based upon alleged violations of privacy rights through improper use or disclosure of
PHI. All such policies shall meet or exceed the minimum insurance requirements of the Contract
(e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional
insured status and notice of cancellation).
Exhibit A. HCPF HIPAA BAA
Page 4 of 9 Revised 9/13
n. Notification of Breach. During the term of this Contract, Associate shall notify CE
within five (5) business days of any suspected or actual breach of security, intrusion or
unauthorized use or disclosure of Protected Information and/or any actual or suspected use or
disclosure of data in violation of any applicable federal or state laws or regulations. Associate
shall not initiate notification to affected individuals per the HIPAA Rules without prior notification
and approval of CE. Information provided to CE shall include the identification of each individual
whose unsecured PHI has been, or is reasonably believed to have been accessed, acquired or
disclosed during the breach. Associate shall take (i) prompt corrective action to cure any such
deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable
federal and state laws and regulations.
o. Audits, Inspection and Enforcement. Within ten (10) business days of a written
request by CE, Associate and its agents or Subcontractors shall allow CE to conduct a reasonable
inspection of the facilities, systems, books, records, agreements, policies and procedures relating
to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of
determining whether Associate has complied with this Addendum; provided, however, that: (i)
Associate and CE shall mutually agree in advance upon the scope, timing and location of such an
inspection; and (ii) CE shall protect the confidentiality of all confidential and proprietary
information of Associate to which CE has access during the course of such inspection. The fact
that CE inspects, or fails to inspect, or has the right to inspect, Associate's facilities, systems,
books, records, agreements, policies and procedures does not relieve Associate of its responsibility
to comply with this Addendum, nor does CE's (i) failure to detect or (ii) detection, but failure to
notify Associate or require Associate's remediation of any unsatisfactory practices, constitute
acceptance of such practice or a waiver of CE's enforcement rights under the Contract.
p. Safeguards During Transmission. Associate shall be responsible for using
appropriate safeguards, including encryption of PHI, to maintain and ensure the confidentiality,
integrity and security of Protected Information transmitted to CE pursuant to the Contract, in
accordance with the standards and requirements of the HIPAA Rules.
q. Restrictions and Confidential Communications. Within ten (10) business days of
notice by CE of a restriction upon uses or disclosures or request for confidential communications
pursuant to 45 C.F.R. Section 164.522, Associate will restrict the use or disclosure of an
individual's Protected Information. Associate will not respond directly to an individual's requests
to restrict the use or disclosure of Protected Information or to send all communication of Protected
Information to an alternate address. Associate will refer such requests to the CE so that the CE can
coordinate and prepare a timely response to the requesting individual and provide direction to
Associate.
3. Obligations of CE.
a. Safeguards During Transmission. CE shall be responsible for using appropriate
safeguards, including encryption of PHI, to maintain and ensure the confidentiality, integrity and
security of Protected Information transmitted pursuant to this Contract, in accordance with the
standards and requirements of the HIPAA Rules.
Exhibit A. HCPF HIPAA BAA
Page 5 of 9 Revised 9/13
b. Notice of Changes. CE maintains a copy of its Notice of Privacy Practices on its
website. CE shall provide Associate with any changes in, or revocation of, permission to use or
disclose Protected Information, to the extent that it may affect Associate's permitted or required
uses or disclosures. To the extent that it may affect Associate's permitted use or disclosure of PHI,
CE shall notify Associate of any restriction on the use or disclosure of Protected Information that
CE has agreed to in accordance with 45 C.F.R. Section 164.522.
4. Termination.
a. Material Breach. In addition to any other provisions in the Contract regarding
breach, a breach by Associate of any provision of this Addendum, as determined by CE, shall
constitute a material breach of this Contract and shall provide grounds for immediate termination
of this Contract by CE pursuant to the provisions of the Contract covering termination for cause,
if any. If the Contract contains no express provisions regarding termination for cause, the following
terms and conditions shall apply:
(1) Default. If Associate refuses or fails to timely perform any of the provisions
of this Contract, CE may notify Associate in writing of the non-performance, and if not promptly
corrected within the time specified, CE may terminate this Contract. Associate shall continue
performance of this Contract to the extent it is not terminated and shall be liable for excess costs
incurred in procuring similar goods or services elsewhere.
(2) Associate's Duties. Notwithstanding termination of this Contract, and
subject to any directions from CE, Associate shall take timely, reasonable and necessary action to
protect and preserve property in the possession of Associate in which CE has an interest.
b. Reasonable Steps to Cure Breach. If CE knows of a pattern of activity or practice
of Associate that constitutes a material breach or violation of the Associate's obligations under the
provisions of this Addendum or another arrangement, then CE shall take reasonable steps to cure
such breach or end such violation. If CE's efforts to cure such breach or end such violation are
unsuccessful, CE shall terminate the Contract, if feasible. If Associate knows of a pattern of
activity or practice of a Subcontractor or agent that constitutes a material breach or violation of the
Subcontractor's or agent's obligations under the written agreement between Associate and the
Subcontractor or agent, Associate shall take reasonable steps to cure such breach or end such
violation, if feasible.
c. Effect of Termination.
(1) Except as provided in paragraph (2) of this subsection, upon termination of
this Contract, for any reason, Associate shall return or destroy all Protected Information that
Associate or its agents or Subcontractors still maintain in any form, and shall retain no copies of
such Protected Information. If Associate elects to destroy the Protected Information, Associate
shall certify in writing to CE that such Protected Information has been destroyed.
Exhibit A. HCPF HIPAA BAA
Page 6 of 9 Revised 9/13
(2) If Associate believes that returning or destroying the Protected Information
is not feasible, Associate shall promptly provide CE notice of the conditions making return or
destruction infeasible. Associate shall continue to extend the protections of Sections 2(a), 2(b),
2(c), 2(d) and 2(e) of this Addendum to such Protected Information, and shall limit further use of
such PHI to those purposes that make the return or destruction of such PHI infeasible.
5. Injunctive Relief. CE shall have the right to injunctive and other equitable and legal relief
against Associate or any of its Subcontractors or agents in the event of any use or disclosure of
Protected Information in violation of this Contract or applicable law.
6. No Waiver of Immunity. 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, protection,
or other provisions of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq. or the
Federal Tort Claims Act, 28 U.S.C. 2671 et seq. as applicable, as now in effect or hereafter
amended.
7. Limitation of Liability. Any limitation of Associate's liability in the Contract shall be
inapplicable to the terms and conditions of this Addendum.
8. Disclaimer. CE makes no warranty or representation that compliance by Associate with
this Contract or the HIPAA Rules will be adequate or satisfactory for Associate's own purposes.
Associate is solely responsible for all decisions made by Associate regarding the safeguarding of
PHI.
9. Certification. To the extent that CE determines an examination is necessary in order to
comply with CE's legal obligations pursuant to the HIPAA Rules relating to certification of its
security practices, CE or its authorized agents or contractors, may, at CE's expense, examine
Associate's facilities, systems, procedures and records as may be necessary for such agents or
contractors to certify to CE the extent to which Associate's security safeguards comply with the
HIPAA Rules or this Addendum.
10. Amendment.
Exhibit A. HCPF HIPAA BAA
Page 7 of 9 Revised 9/13
a. Amendment to Comply with Law. The parties acknowledge that state and federal
laws relating to data security and privacy are rapidly evolving and that amendment of this
Addendum may be required to provide for procedures to ensure compliance with such
developments. The parties specifically agree to take such action as is necessary to implement the
standards and requirements of the HIPAA Rules and other applicable laws relating to the
confidentiality, integrity, availability and security of PHI. The parties understand and agree that
CE must receive satisfactory written assurance from Associate that Associate will adequately
safeguard all Protected Information and that it is Associate's responsibility to receive satisfactory
written assurances from Associate's Subcontractors and agents. Upon the request of either party,
the other party agrees to promptly enter into negotiations concerning the terms of an amendment
to this Addendum embodying written assurances consistent with the standards and requirements
of the HIPAA Rules or other applicable laws. CE may terminate this Contract upon thirty (30)
days written notice in the event (i) Associate does not promptly enter into negotiations to amend
this Contract when requested by CE pursuant to this Section, or (ii) Associate does not enter into
an amendment to this Contract providing assurances regarding the safeguarding of PHI that CE,
in its sole discretion, deems sufficient to satisfy the standards and requirements of the HIPAA
Rules.
b. Amendment of Attachment A. Attachment A may be modified or amended by
mutual agreement of the parties in writing from time to time without formal amendment of this
Addendum.
11. Assistance in Litigation or Administrative Proceedings. Associate shall make itself, and
any Subcontractors, employees or agents assisting Associate in the performance of its obligations
under the Contract, available to CE, at no cost to CE, up to a maximum of thirty (30) hours, to
testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being
commenced against CE, its directors, officers or employees based upon a claimed violation of the
HIPAA Rules or other laws relating to security and privacy or PHI, in which the actions of
Associate are at issue, except where Associate or its Subcontractor, employee or agent is a named
adverse party.
12. No Third Party Beneficiaries. Nothing express or implied in this Contract is intended to
confer, nor shall anything herein confer, upon any person other than CE, Associate and their
respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
13. Interpretation and Order of Precedence. The provisions of this Addendum shall prevail
over any provisions in the Contract that may conflict or appear inconsistent with any provision in
this Addendum. Together, the Contract and this Addendum shall be interpreted as broadly as
necessary to implement and comply with the HIPAA Rules. The parties agree that any ambiguity
in this Contract shall be resolved in favor of a meaning that complies and is consistent with the
HIPAA Rules. This Contract supersedes and replaces any previous separately executed HIPAA
addendum between the parties.
Exhibit A. HCPF HIPAA BAA
Page 8 of 9 Revised 9/13
14. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary,
Associate's obligations under Section 4(c) ("Effect of Termination") and Section 12 ("No Third
Party Beneficiaries") shall survive termination of this Contract and shall be enforceable by CE as
provided herein in the event of such failure to perform or comply by the Associate. This Addendum
shall remain in effect during the term of the Contract including any extensions.
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Exhibit A. HCPF HIPAA BAA
Page 9 of 9 Revised 9/13
ATTACHMENT A
This Attachment sets forth additional terms to the HIPAA Business Associate Addendum,
which is part of the Contract between the State of Colorado, Department of Health Care Policy
and Financing and the Contractor and is effective as of the date of the Contract (the "Attachment
Effective Date"). This Attachment may be amended from time to time as provided in Section
10(b) of the Addendum.
1. Additional Permitted Uses. In addition to those purposes set forth in Section 2(a) of the
Addendum, Associate may use Protected Information as follows:
No Additional Permitted Uses
2. Additional Permitted Disclosures. In addition to those purposes set forth in Section 2(b)
of the Addendum, Associate may disclose Protected Information as follows:
No additional permitted disclosures
3. Subcontractor(s). The parties acknowledge that the following subcontractors or
agents of Associate shall receive Protected Information in the course of assisting Associate in
the performance of its obligations under this Contract:
No subcontractors
4. Receipt. Associate's receipt of Protected Information pursuant to this Contract shall be
deemed to occur as follows and Associate's obligations under the Addendum shall commence with
respect to such Protected Information upon such receipt:
Upon receipt of PHI from the Department.
5. Additional Restrictions on Use of Data. CE is a Business Associate of certain other
Covered Entities and, pursuant to such obligations of CE, Associate shall comply with the
following restrictions on the use and disclosure of Protected Information:
No additional restrictions on Use of Data
6. Additional Terms. This may include specifications for disclosure format, method of
transmission, use of an intermediary, use of digital signatures or PM, authentication,
additional security or privacy specifications, de-identification/re-identification of data, etc.
No additional terms
Exhibit A. HCPF HIPAA BAA, ATTACHMENT A
Page 1 of 1 Revised 9/13
EXHIBIT B, STATEMENT OF WORK
1. TERMINOLOGY
1.1. In addition to the terms defined in §5 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. Assessment - a comprehensive evaluation with the individual seeking services and
appropriate collaterals (such as family members, advocates, friends and/or caregivers)
conducted by the case manager, with supporting diagnostic information from the
individual's medical provider to determine the individual's level of functioning, service
needs, available resources, and potential funding resources. Case Managers shall use
the ULTC 100.2 to complete assessments.
1.1.2. Benefits Utilization System (BUS) — The online data system maintained by the
Department for recording case management activities associated with Long -Term Care
services.
1.1.3. Business Day — 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), or any day that the County observes a holiday.
1.1.4. 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.
1.1.5. Case Management - the assessment of an individual receiving long-term services and
supports' needs, the development and implementation of a support plan for such
individual, referral and related activities, the coordination and monitoring of long-term
service delivery, the evaluation of service effectiveness, and the periodic reassessment
of such individual's needs.
1.1.6. Case Manager — An individual who meets the qualifications to perform case
management activities.
1.1.7. Closeout Period - The period beginning on the earlier of 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.
1.1.8. CDASS — Consumer Directed Attendant Support Services.
1.1.9. CMS — The federal Centers for Medicare and Medicaid Services.
1.1.10. Community Transition Services (CTS) — Activities essential to move a client from a
skilled nursing facility and establish a community -based residence. Services are
provided by a Transition Coordination Agency (TCA) and include at least two (2)
Independent Living Core Services.
Exhibit B, Statement of Work Page 1 of 30
1.1.11. Corrective Action Plan - a written plan, which includes the specific actions the agency
shall take to correct non-compliance with regulations and contractual obligations,
which stipulates the date by which each action shall be completed.
1.1.12. Critical Incident - an actual or alleged event that creates the risk of serious harm to the
health or welfare of an individual receiving services; and it may endanger or negatively
impact the mental and/or physical well-being of an individual. Critical Incidents
include, but are not limited to: Injury/illness; abuse/neglect/exploitation; damage/theft
of property; medication mismanagement; lost or missing person; criminal activity;
unsafe housing/displacement; or death.
1.1.13. 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.
1.1.14. Department — The Colorado Department of Health Care Policy and Financing
1.1.15. Disaster - An event that makes it impossible for Contractor to perform the Work out of
its regular facility or facilities, and may include, but is not limited to, natural disasters,
fire or terrorist attacks.
1.1.16. District — A Department -defined distinct geographic county -based service area. Each
District is served by a single SEP Agency.
1.1.17. Eligibility Determination — Eligibility Determination includes, but is not limited to:
1.1.17.1. Verification of Medicaid eligibility or Medicaid application submission.
1.1.17.1.1 Review of the Professional Medical Information Page to determine enrollment
appropriateness.
1.1.17.1.1.1. Reviewing all supportive information (documentation and interviews)
related to the functional capacity of the applicant or participant.
1.1.17.1.1.2. Communicating functional eligibility status to the appropriate Eligibility
site.
1.1.17.1.1.3. Representing the Department in all appeals relevant to functional eligibility
determinations.
1.1.18. Health First Colorado — Colorado's Medicaid Program.
1.1.19. HCBS — Home and Community Based Services waiver.
1.1.20. HIPAA - The Health Insurance Portability and Accountability Act of 1996, as
amended.
1.1.21. Independent Living Core Services — Information and referral services; independent
living skills training; peer counseling, including cross -disability peer counseling; and
individual and systems advocacy.
1.1.22. Key Personnel - The position or positions that are specifically designated as such in
this Contract.
Exhibit B, Statement of Work Page 2 of 30
1.1.23. Member - Any individual enrolled in the Colorado Medicaid program, Colorado's
CHP+ program or the Colorado Indigent Care Program, as determined by the
Department.
1.1.24. Operational Start Date - When the Department authorizes Contractor to begin fulfilling
its obligations under the Contract.
1.1.25. Other Personnel - Individuals and Subcontractors, in addition to Key Personnel,
assigned to positions to complete tasks associated with the Work.
1.1.26. Prior Authorization Request (PAR) — A request authorized by the Department or the
Case Management Agency (CMA) prior to obtaining certain services, supplies,
equipment or other waiver benefit items.
1.1.27. Program — A publicly funded program including, but not limited to, Home and
Community Based Services Waiver for Persons with Brain Injury (HCBS-BI), Home
and Community Based Services Waiver for Persons who are Elderly, Blind and
Disabled (HCBS-EBD), Community Mental Health Supports Waiver (HCBS-CMHS),
Home and Community Based Services Waiver for Persons with Spinal Cord Injury
(HCBS-SCI), Waiver for Children with a Life Limiting Illness (HCBS-CLLI),
Medicaid nursing facility care, Program for All -Inclusive Care for the Elderly (PACE)
and Long Term Home Health (LTHH).
1.1.28. Professional Medical Information Page (PMIP) - the medical information signed by a
licensed medical professional used as a component of the Assessment (ULTC-100.2)
to determine the client's need for institutional care.
1.1.29. 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.
1.1.30. Quality Assurance — The performance of activities related to the waiver Quality
Improvement Strategy (QIS), as well as, the mechanisms for overall quality assurance
and system improvement.
1.1.31. Quarter - Four (4) distinct time periods during the state fiscal year. Quarter one (1)
begins on July 1 and ends September 30. Quarter two (2) begins on October 1 and ends
December 31. Quarter three (3) begins on January 1 and ends March 31. Quarter four
(4) begins on April 1 and ends on June 30.
1.1.32. Region — A distinct geographic area, determined by the Department, which is
comprised of one or more Districts.
1.1.33. Resource Development — The analysis, study, establishment and implementation of
additional resources or services that extend the capabilities of community based long-
term care systems to better serve long-term care clients and those likely to need
community based long-term care in the future.
1.1.34. Screening and Referral — Screening and Referral includes, but is not limited to:
1.1.34.1 Making the initial contact with individuals to include a preliminary screening in the
following areas:
1.1.34.1.1. Individual's need for long-term care services.
Exhibit B, Statement of Work Page 3 of 30
1.1.34.1.2. Individual's need for referral to other programs or services.
1.1.34.1.3. Individual's eligibility for financial and program assistance.
1.1.34.1.4. Need for a comprehensive long-term care client assessment.
1.1.34.1.5. Maintaining applicant or client records including documentation of the referrals
and outcome utilizing the Department's prescribed system.
1.1.35. Service Plan — The document developed by the Case Manager with the client and/or
legal guardian and, if appropriate, collaterals, to document client choice and to establish
and identify the client's goals and services and supports needed to successfully live in
the community. The Service Plan shall reflect the full scope of the client's needs and
include services from all funding sources including third party and natural supports.
The Service Plan shall document the amount, frequency and duration of each service,
the type of provider to furnish each service and the expected outcome of each service.
1.1.36. Single Entry Point (SEP) — The availability of a single access or entry point within a
local area where a current or potential long-term care client can obtain long-term care
information, screening, assessment of need, and referral to appropriate long-term care
programs and case management services.
1.1.37. Single Entry Point Agency (SEP Agency) — The organization selected to provide case
management functions for persons in need of long-term care services within a District.
Single Entry Point Agencies may function as a Utilization Review Contractor.
1.1.38. State — The State of Colorado acting by and through any State agency.
1.1.39. Uniform Long -Term Care (ULTC) Instrument — The Functional Needs Assessment and
professional medical information used to determine Functional Eligibility for Long -
Term Care services.
2. CONTRACTOR'S GENERAL REQUIREMENTS
2.1. The Department will contract with only one (1) organization, the Contractor, and will work
solely with that organization with respect to all tasks and deliverables to be completed,
services to be rendered and performance standards to be met under this Contract.
2.1.1. The Contractor shall serve as the Single Entry Point Agency for the following counties:
2.1.1.1. Weld County.
2.2. The 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.
Exhibit B, Statement of Work Page 4 of 30
2.3. 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.
2.4. Deliverables
2.4.1. All Deliverables shall meet Department -approved format and content requirements.
The Department will specify the number of copies and media for each Deliverable.
2.4.2. Each Deliverable shall follow the Deliverable submission process as follows:
2.4.2.1.
2.4.2.2.
2.4.2.2.1.
2.4.2.2.2.
Contractor shall submit each Deliverable to the Department for review and
approval.
For all documentation, creation, review and acceptance cycle:
Contractor shall gather and document requirements for the Deliverable.
Contractor shall create all deliverables in a Department -approved format for the
individual Deliverable.
2.4.2.2.3. Contractor shall perform internal quality control review(s) of the Deliverable
including, but not limited to:
2.4.2.2.3.1. Readability
2.4.2.2.3.2. Spelling
2.4.2.2.3.3. Grammar
2.4.2.2.3.4. Completion
2.4.2.2.3.5. Adherence to all required templates or development of templates.
2.4.2.3. The Department will review the Deliverable and may direct Contractor to make
changes to the Deliverable. Contractor shall make all changes within ten (10)
Business Days following the Department's direction to make the change unless the
Department provides a longer period in writing.
2.4.2.4. 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.
2.4.2.4.1. 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.
Exhibit B, Statement of Work Page 5 of 30
2.4.3. Contractor shall employ an internal quality control process to ensure that all
Deliverables are complete, accurate, easy to understand and of high quality. 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.
2.4.4. If any due date for a Deliverable falls on a day that is not a Business Day, then the due
date shall be automatically extended to the next Business Day, unless otherwise
directed by the Department.
2.4.5. 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 Mountain Time, adjusted for Daylight Saving Time as appropriate,
unless specifically stated otherwise.
2.4.6. 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.
2.4.7. If any Deliverable contains ongoing responsibilities or requirements for 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.
2.4.7.1. Any Deliverable described as an update of another Deliverable shall be considered
a version of the original Deliverable for the purposes of this subsection.
2.5. Stated Deliverables and Performance Standards
2.5.1. 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.
2.6. Communication Requirements
2.6.1. Communication with the Department
Exhibit B, Statement of Work Page 6 of 30
2.6.1.1. 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.
2.6.1.2. 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:
2.6.1.2.1. The date the transmittal will be effective.
2.6.1.2.2. Direction to the Contractor regarding performance under the Contract.
2.6.1.2.3. A due date or timeline by which the Contractor shall comply with the direction
contained in the transmittal.
2.6.1.2.4. The signature of the Department employee who has been designated to sign
transmittals.
2.6.1.2.4.1. 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 from time to time by providing notice to
the Contractor through a transmittal.
2.6.1.3. 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.
2.6.1.3.1. 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.
2.6.1.4. 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.
2.6.1.5. 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.
Exhibit B, Statement of Work Page 7 of 30
2.6.1.6. 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.
2.6.1.7. The Contractor shall retain all transmittals for reference and shall provide copies of
any received transmittals upon request by the Department
2.6.2. Communication with the Public
2.6.2.1.
2.6.2.1.1.
2.6.2.1.2.
2.6.2.1.3.
2.6.2.1.4.
2.6.2.1.5.
Contractor shall create a Communication Plan that includes, but is not limited to,
all of the following:
A description of how the Contractor will communicate to clients any changes
to the services those clients will receive or how those clients will receive the
services.
A description of the communication methods, including things such as email
lists, newsletters and other methods, the Contractor will use to communicate
with Providers and Subcontractors.
A description of the communication methods, including things such as email
lists, newsletters and other methods, Contractor will use to communicate with
clients
The specific means of immediate communication with clients and a method for
accelerating the internal approval and communication process to address urgent
communications or crisis situations.
A general plan for how Contractor will address communication deficiencies or
crisis situations, including how Contractor will increase staff, contact hours or
other steps Contractor will take if existing communication methods for Clients
insufficient.
2.6.2.1.6. A listing of the following individuals within Contractor's organization, that
includes phone numbers and email addresses:
2.6.2.1.6.1. An individual who is authorized to speak on the record regarding the Work,
the Contract or any issues that arise that are related to the Work.
2.6.2.1.6.2. An individual who is responsible for any website or marketing related to the
Work.
2.6.2.1.6.3. Back-up communication staff that can respond if the other individuals listed
are unavailable.
2.6.2.2. Contractor shall deliver the Communication Plan to the Department for review and
approval.
2.6.2.2.1. DELIVERABLE: Communication Plan
2.6.2.2.2. DUE: Within forty-five (45) Business Days after the Effective Date
Exhibit B, Statement of Work Page 8 of 30
2.7.
2.7.1.
2.7.2.
2.7.2.1.
2.6.2.3. Contractor shall review its Communication Plan on an annual basis and determine
if any changes are required to account for any changes in the Work, in the
Department's processes and procedures or in Contractor's processes and
procedures. Contractor shall submit an Annual Communication Plan Update that
contains all changes from the most recently approved prior Communication Plan,
Annual Communication Plan Update or Interim Communication Plan Update or
shall note that there were no changes.
2.6.2.3.1. DELIVERABLE: Annual Communication Plan Update
2.6.2.3.2. DUE: Annually, by July 15th of each year
2.6.2.4. The Department may request a change to the Communication Plan at any time to
account for any changes in the Work, in the Department's processes and procedures
or in Contractor's processes and procedures, or to address any communication
related deficiencies determined by the Department. Contractor shall modify the
Communication Plan as directed by the Department and submit an Interim
Communication Plan Update containing all changes directed by the Department.
2.6.2.4.1. DELIVERABLE: Interim Communication Plan Update
2.6.2.4.2. DUE: Within thirty (30) Business Days following the receipt of the request
from the Department, unless the Department allows for a longer time in writing
2.6.2.5. Contractor shall not engage in any non -routine communication with the media or
the public related to the Work without the prior written consent of the Department.
Closeout Period
The Contractor shall have a Closeout Period.
During the Closeout Period, Contractor shall complete all the following:
Implement the most recent Closeout Plan or Closeout Plan Update that has been
approved by the Department as described in Section 2.8 and complete all steps,
Deliverables and milestones contained in the most recent Closeout Plan or Closeout
Plan update that has been approved by the Department.
2.7.2.2. 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 or included in the most recent
Closeout Plan or Closeout Plan Update that has been approved by the Department.
2.7.2.3. 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.
2.7.2.4. Notify any Subcontractor of the termination of the Contract, as directed by the
Department.
Exhibit B, Statement of Work Page 9 of 30
2.7.2.5. Notify all clients that Contractor will no longer be the SEP agency as directed by
the Department. Contractor shall create these notifications and deliver them to the
Department for approval. Once the Department has approved the notifications,
Contractor shall deliver these notifications to all clients, but in no event shall
Contractor deliver ay such notification prior to approval of that notification by the
Department.
DELIVERABLE: Member Notifications
2.7.2.5.1.
2.7.2.5.2.
2.7.2.6.
DUE: 30 days prior to termination of the Contract
Continue meeting each requirement of the Contract as described in the Department -
approved and updated Closeout Plan, or until the Department determines that
specific requirement is being performed by the Department or another contractor,
whichever is sooner. The Department will determine when any specific
requirements is being performed by the Department or another contractor, and will
notify Contractor of this determination for that requirement.
2.7.2.7. 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.
2.8. Closeout Plan
2.8.1. Contractor shall create a Closeout Plan that describes all requirements, steps, timelines,
milestones and Deliverables necessary to fully transition the services described in the
Contract from the Contractor to the Department to another contractor selected by the
Department to be the SEP Agency after the termination of the Contract. The Closeout
Plan shall also designate an individual to act as a closeout coordinator, who will ensure
that all requirements, steps, timelines, milestones and Deliverables contained in the
Closeout Plan are completed and work with the Department and any other contractor
to minimize the impact of the transition on clients and the Department. The Contractor
shall deliver the Closeout Plan to the Department for review and approval.
DELIVERABLE: Closeout Plan
2.8.1.1.
2.8.1.2.
2.8.2.
DUE: Forty-five (45) Business Days following the Effective Date
Contractor shall update the Closeout Plan, at least annually, to include any technical,
procedural or other changes that impact any steps, timelines or milestones contained in
the Closeout Plan, and deliver this Closeout Plan Update to the Department for review
and approval.
2.8.3. Upon review of the initial or closeout plans, or any closeout plan update, the
Department may require the Contractor to make changes to the plan before the
Department will approve the plan. The Contractor shall make all changes to these plans
as required by the Department.
2.8.3.1. DELIVERABLE: Closeout Plan Update
2.8.3.2. DUE: Annually, by July 15th of each year
Exhibit B, Statement of Work Page 10 of 30
2.9. Business Continuity
2.9.1. Contractor shall create a Business Continuity Plan that Contractor will follow in order
to continue operations after a Disaster or a Business Interruption. The Business
Continuity Plan shall include, but is not limited to, all of the following:
2.9.1.1. How Contractor will replace staff that has been lost or is unavailable during or after
a Business Interruption so that the Work is performed in accordance with the
Contract.
2.9.1.2. How Contractor will back-up all information necessary to continue performing the
Work, so that no information is lost because of a Business Interruption.
2.9.1.2.1. In the event of a Disaster, the plan shall also include how Contractor will make
all information available at its back-up facilities.
2.9.1.3. How Contractor will minimize the effects on clients of any Business Interruption.
2.9.1.4. How Contractor will communicate with the Department during the Business
Interruption and points of contact within Contractor's organization the Department
can contact in the event of a Business Interruption.
2.9.1.5. Planned long-term back-up facilities out of which Contractor can continue
operations after a Disaster.
2.9.1.6. The time period it will take to transition all activities from Contractor's regular
facilities to the back-up facilities after a Disaster.
2.9.2. Contractor shall deliver the Business Continuity Plan to the Department for review and
approval.
2.9.2.1. DELIVERABLE: Business Continuity Plan
2.9.2.2. DUE: Within forty-five (45) Business days after the Effective Date
2.9.3. Contractor shall review its Business Continuity Plan at least annually and update the
plan as appropriate to account for any changes in Contractor's processes, procedures
or circumstances. Contractor shall submit an Updated Business Continuity Plan that
contains all changes from the most recently approved prior Business Continuity Plan
or Updated Business Continuity Plan or shall note that there were no changes.
2.9.3.1. DELIVERABLE: Updated Business Continuity Plan
2.9.3.2. DUE: Annually, by July 15`h of each year
2.9.4. In the event of any Business Interruption, Contractor shall implement its most recently
approved Business Continuity Plan or Updated Business Continuity Plan immediately
after Contractor becomes aware of the Business Interruption. In that event, Contractor
shall comply with all requirements, Deliverables, timelines and milestones contained
in the implemented plan.
2.10. Federal Financial Participation Related Intellectual Property Ownership
Exhibit B, Statement of Work Page 11 of 30
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.
2.10.1.2.1.
2.10.1.3.
2.10.1.4.
2.10.1.4.1.
2.10.1.4.2.
2.10.1.4.3.
2.10.1.4.4.
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.
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.
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.
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 in Section 3.12.1.4
immediately upon the creation of the Work Product pursuant to the terms of this
Contract.
Exhibit B, Statement of Work Page 12 of 30
2.10.1.5.
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. 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:
2.10.1.8.1. 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.
2.10.1.8.2. 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. Performance Reviews
2.11.1. The Department may conduct performance reviews or evaluations of the Contractor in
relation to the Work performed under the Contract.
2.11.2. The Department may work with the Contractor in the completion of any performance
reviews or evaluations or the Department may complete any or all performance reviews
or evaluations independently, at the Department's sole discretion.
Exhibit B, Statement of Work Page 13 of 30
2.11.3. The Contractor shall provide all information necessary for the Department to complete
all performance reviews or evaluations, as determined by the Department, upon the
Department's request. The Contractor shall provide this information regardless of
whether the Department decides to work with the Contractor on any aspect of the
performance review or evaluation.
2.11.4. The Department may conduct these performance reviews or evaluations at any point
during the term of the Contract, or after termination of the Contract for any reason.
2.11.5. The Department may make the final results of any performance reviews or evaluations
available to the public, or may publicly post the results of any performance reviews or
evaluations. The Contractor shall be allowed a comment period prior to any results are
posted publicly.
2.12. Renewal Options and Extensions
2.12.1. The Department may, within its sole discretion, choose to not exercise any renewal
option in the Contract for any reason. If the Department chooses to not exercise an
option, it may reprocure the performance of the Work in its sole discretion.
2.12.2. 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.
2.12.2.1. In the event that the Contract is extended beyond five (5) years, the annual
maximum compensation for the Contract in any of those additional years shall not
exceed the Contract maximum amount for the prior State Fiscal Year (SFY) plus
the annual percent increase in the Consumer Price Index for All Urban Consumers
(CPI -U) for the Denver -Boulder -Greeley metropolitan area for the calendar year
ending during that prior SFY. If the CPI -U for Denver -Boulder -Greeley is for some
reason not available as specified in this subsection, the increase shall be equal to the
percent increase in the CPI -U (U.S.) for the same period.
2.12.3. The limitation on the annual maximum compensation shall not include increases made
specifically as compensation for additional work added to the Contract.
2.13. Department System Access
2.13.1. In the event that the Contractor requires access to any Department computer system to
complete the Work, the Contractor shall have and maintain all hardware, software, and
interfaces necessary to access the system without requiring any modification to the
Department's system. The Contractor shall follow all Department policies, processes,
and procedures necessary to gain access to the Department's systems.
2.14. State of Colorado Information Technology Requirements
2.14.1. Cyber Security Policies
2.14.1.1. The Contractor shall adhere to all State of Colorado Information Technology
Security and Privacy requirements that are relevant to the Contract.
Exhibit B, Statement of Work Page 14 of 30
2.14.1.2. The Contractor shall comply with the most current CISPs located at
wvvw.oit.state.co.us/ois/policies.
2.14.1.2.1. The Contractor shall review, on a semi-annual basis, the CISPs and related
documents to ensure compliance with standards and guidelines therein.
2.14.2.
2.14.2.1.
Cloud and Vendor Hosted Solutions
The Contractor shall maintain network security that at a minimum includes network
firewall provision, intrusion detection, and regular (two or more annually) third part
vulnerability assessments. Contractor shall maintain network security that
conforms to generally recognized industry standards and best practices that
Contractor applies to its own network.
2.14.2.2. Contractor shall provide, maintain, and support the system and subsequent updates,
upgrades, and bug fixes such that the system is, and remains, secure from those
vulnerabilities. The Department recommends the Contractor review and implement
strategies based on the following:
2.14.2.2.1. Open Web Application Security Project's (OWASP) "Top Ten Project" located
at http://www.owasp.org;
2.14.2.2.2. CWE/SANS Top 25 Programming Errors located at http://cwe.mitre.org/
top25/ or http://www.sans.org/top25-programming-errors
2.14.2.2.3. Other generally recognized and comparable industry practices or standards.
2.14.2.3. The Contractor shall preserve the confidentiality; integrity and accessibility of State
data with administrative, technical, and physical measures that conform to
generally recognized industry standards and best practices that Contractor then
applies to its own processing environment. Maintenance of a secure processing
environment includes but is not limited to the timely application of patches, fixes,
and updates to operating systems and applications as provided by Contractor.
2.14.2.4. All State Confidential Information and State data of any kind shall be stored,
processed, accessed from, or transferred only in or to facilities located within the
United States unless written permission has been provided by the State in advance.
3. CONTRACTOR PERSONNEL
3.1.1. Personnel General Requirements
3.1.2. Contractor shall provide qualified Key Personnel and Other Personnel as necessary to
perform the Work throughout the term of the Contract.
3.1.2.1. Contractor shall provide the Department with a final list of Key Personnel assigned
to the Contract and appropriate contact information for those individuals.
3.1.2.1.1. DELIVERABLE: Final list of Key Personnel assigned to the Contract
3.1.2.1.2. DUE: Within five (5) Business Days following the Effective Date
3.1.2.2. The Contractor shall provide the Department with an updated final list of Key
Personnel assigned to the Contract annually.
Exhibit B, Statement of Work Page 15 of 30
3.1.2.3. DELIVERABLE: Updated Final list of names of the Key Personnel assigned to the
Contract
3.1.2.4. DUE: Annually, by July 15th of each year
3.1.3. The Contractor's Case Manager(s) and any Case Management Supervisor(s) who
maintains a case management caseload shall perform the majority of their work and
responsibilities on this project in the Region in which the Clients whose cases they
manage reside, unless the Department grants permission otherwise.
3.1.4. The Contractor shall maintain appropriate staffing levels throughout the term of the
Contract.
3.1.5. The Contractor shall ensure that all Key Personnel and Other Personnel have sufficient
training and experience to complete all portions of the Work assigned to them.
3.1.6. If any of Contractor's Key Personnel or Other Personnel are required to have and
maintain any professional licensure or certification issued by any federal, state or local
government agency, then Contractor shall submit copies of such current licenses and
certifications to the Department.
3.1.6.1. DELIVERABLE: All current professional licensure and certification
documentation as specified for Key Personnel or Other Personnel
3.1.6.2. DUE: Within five (5) Business Days of receipt of updated licensure or upon request
by the Department
3.1.7. The Contractor shall conduct background checks on all new applicants considered for
employment to include at a minimum a Colorado Bureau of Investigation check.
Pursuant to C.R.S. 25.5-6-106 on and after January 1, 2019, prior to employment, a
single entry point agency shall submit the name of a person who will be providing
direct care, as defined in section 26-3.1-101 (3.5), to an at -risk adult, as defined in
section 26-3.1-101 (1.5), as well as any other required identifying information, to the
department of human services for a check of the Colorado adult protective services data
system pursuant to section 26-3.1-111, to determine if the person is substantiated in a
case of mistreatment of an at -risk adult.
3.2. Personnel Availability
3.2.1. Contractor shall ensure Key Personnel and Other Personnel assigned to the Contract
are available for meetings with the Department during the Department's normal
business hours, as determined by the Department. Contractor shall also make these
personnel available outside of the Department's normal business hours and on
weekends with prior notice from the Department under urgent or emergency
circumstances.
3.2.2. Contractor's Key Personnel and Other Personnel shall be available for all regularly
scheduled meetings between Contractor and the Department, unless the Department
has granted prior, written approval otherwise.
Exhibit B, Statement of Work Page 16 of 30
3.2.3. Contractor shall ensure that the Key Personnel and Other Personnel attending all
meetings between the Department and Contractor have the authority to represent and
commit Contractor regarding work planning, problem resolution and program
development.
3.2.4. All of Contractor's Key Personnel and Other Personnel that attend any meeting with
the Department or other Department stakeholders shall be physically present at the
location of the meeting, unless the Department gives prior, written permission to attend
by telephone or video conference. If Contractor has any personnel attend by telephone
or video conference, Contractor shall provide all additional equipment necessary for
attendance, including any virtual meeting space or telephone conference lines.
3.3. Key Personnel
3.3.1. Contractor shall designate people to hold the following Key Personnel positions:
3.3.2. Key Personnel and Key Personnel Responsibilities
3.3.2.1. The Contractor shall designate people to hold the Key Personnel positions as
specified in this Contract.
3.3.22. The Key Personnel identified for this Contract are:
3.3.2.2.1. Administrator
3.3.2.2.1.1. The Contractor's Administrator shall have all of the following:
3.3.2.2.1.1.1. Three (3) years of experience managing a case management effort for
large medically -complex client populations.
3.3.2.2.1.1.2. Experience managing at least one (1) government contract of a similar
or larger scope.
3.3.2.2.2. Other Personnel and Other Personnel Responsibilities
3.3.2.2.2.1. The Contractor shall have at least one (1) Case Manager, one (1) Case
Management Supervisor, and one (1) Support Staff. Contractor shall have
additional Case Manager(s), Case Management Supervisor(s) and Support
Staff as necessary to complete the Work.
3.3.22.2.1.1. The Contractor's Case Manager(s) shall meet all of the qualifications
listed in 10 C.C.R. 2505-10, Section 8.393.1.L.1 et seq.
3.3.2.2.2.1.2. The Contractor's Case Management Supervisor(s) shall meet all of the
qualifications listed in 10 C.C.R. 2505-10, Section 8.393.1.L.1 et seq.
3.3.3. Contractor may subcontract to complete a portion of the Work required by the Contract.
The conditions for using a Subcontractor or Subcontractors are as follows:
3.3.3.1. Contractor shall not subcontract more than forty percent (40%) of the Work.
3.3.3.2. Contractor shall provide the organizational name of each Subcontractor and all
items to be worked on by each Subcontractor to the Department.
3.3.3.2.1. DELIVERABLE: Name of each Subcontractor and items on which each
Subcontractor will work
Exhibit B, Statement of Work Page 17 of 30
3.3.3.2.2. DUE: The later of thirty (30) days prior to the Subcontractor beginning work or
the Effective Date
3.3.3.3. The Contractor shall provide an updated list that includes the organizational name
of each Subcontractor and all items to be worked on by each Subcontractor to the
Department annually.
3.3.3.3.1. DELIVERABLE: Updated list with the names of each Subcontractor and items
on which each Subcontractor will work
3.3.3.3.2. DUE: Annually, by July 15th of each year
4. PROJECT SPECIFIC STATEMENT OF WORK
4.1. Contractor's Obligations
4.1.1. The Contractor shall abide by and perform its duties and obligations in conformity with
relevant federal law, all pertinent federal regulations, State law, rules and regulations
of the Department of Health Care Policy and Financing which include but are not
limited to:
4.1.2. Colorado Revised Statutes, Title 25.5, Article 6, Sections 104 through and including
106.
4.1.3. Colorado Department of Health Care Policy and Financing, Office of Community
Living written communications.
4.1.4. The Contractor shall comply with all State Medicaid regulations promulgated by the
Department. These regulations include, but are not limited to, Department regulations
regarding:
4.1.4.1. Long Term Care Single Entry Point System - 10 CCR 2505-10, Sections 8.390
through 8.394.
4.1.4.2. Home and Community Based Services Waiver for Persons with Brain Injury
(HCBS-BI) - 10 CCR 2505-10, Section 8.515.
4.1.4.3. Home and Community Based Services Waiver for Persons who are Elderly, Blind
and Disabled (HCBS-EBD) 10 CCR 2505-10, Sections 8.485 through 8.487.
4.1.4.4. Community Mental Health Supports Waiver (HCBS-CMHS) 10 CCR 2505-10,
Section 8.509.
4.1.4.5. Home and Community Based Service Waiver for Persons with Spinal Cord Injury
(HCBS-SCI) 10 CCR 2505-10, Section 8.517.
4.1.4.6. Waiver for Children with a Life Limiting Illness (HCBS-CLLI) 10 CCR 2505-10,
Section 8.504.
4.1.4.7. Medicaid nursing facility care 10 CCR 2505-10, Sections 8.400 through 8.409.
4.1.4.8. Program for All -Inclusive Care for the Elderly (PACE) 10 CCR 2505-10, Section
8.497.
4.1.4.9.
4.1.4.10.
Long Term Care, 10 CCR 2505-10, Sections 8.400 to 8.401, and
Recipient Appeals, 10 CCR 2505-10, Section 8.057
Exhibit B, Statement of Work Page 18 of 30
4.1.5. The Contractor shall perform its obligations in conformity with the provisions of Title
XIX of the Social Security Act and other applicable federal and state laws and
regulations.
4.1.6. In the event that CMS adopts rule changes to address conflict of interest and/or changes
are required to meet evolving CMS and stakeholder requirements, at the Department's
request, the Department and the Contractor shall negotiate in good faith changes in the
statement of work and, if necessary, the corresponding pricing. These changes may
include but are not limited to the following:
4.1.6.1. Changes to address conflict of interest.
4.1.62. Care Coordination.
4.1.6.3. Utilization Review.
4.1.6.4. Functional eligibility determination.
4.1.6.5. Assessment.
4.1.6.6. Support Plan development.
4.2. General Business Functions
4.2.1. The Contractor shall perform all necessary business functions for the operation of a
SEP Agency as defined in the state statutes and regulations including, but not limited
to the following:
4.2.1.1. Establishing a community advisory committee for the purpose of providing public
input and guidance for SEP Agency operation. The committee shall meet at least
twice a year or more often as necessary.
4.2.1.2. Establishing a Resource Development committee to facilitate the development of
local resources to meet the long-term care needs of individuals who reside within
the SEP District.
4.2.1.2.1. At least annually, the Contractor shall provide written committee updates to
the Department. Active, on -going participation by key management or
administrative staff in area provider or interest group meetings to discuss
Resource Development issues are an acceptable substitute as long as complete
documentation of the discussions and progress made in developing relevant
solutions is incorporated into the committee updates.
4.2.1.2.1.1. DELIVERABLE: Committee Updates
4.2.1.2.1.2. DUE: Annually, by July 15th of each year
4.2.1.3. Administering a personnel system for recruiting, hiring, evaluating and terminating
employees.
4.2.1.4. Performing accounting tasks in compliance with all rules and regulations for
accounting practices. This includes following generally accepted accounting
principles (GAAP).
Exhibit B, Statement of Work Page 19 of 30
4.2.1.5. The Contractor shall assure funds are used solely for authorized purposes, all
financial documents are filed in a systematic manner to facilitate audits, all prior
years' expenditure documents are maintained for use in the budgeting process and
for audits, and records and source documents are made available to the Department,
its contracted representative, or an independent auditor for inspection, audit, or
reproduction.
4.2.1.6. Protecting clients' rights as they relate to the responsibilities of SEP agencies as
described in this Contract.
4.2.1.7. Overcoming any geographic barriers within the district, including distance from the
agency office to provide timely assessment and case management services to
clients.
4.2.1.8. Providing access to its facilities for clients, service providers and others. Regular
business office hours of operation shall be posted and made available to the public
and accommodations shall be made available for clients who need assistance or
consultation outside regular business office hours.
4.2.1.9. Providing access to a telephone system and trained staff to ensure timely response
to messages and telephone calls received after hours.
4.2.1.10. Providing access to telecommunication devices and/or interpreters for the hearing
and vocally impaired and access to foreign language interpreters as necessary.
4.2.1.11. Providing a person -centered business approach seeking to accommodate client
requests when possible.
4.2.1.12. Reporting and providing follow-up action to critical incidents using the
Department -prescribed system.
4.2.1.13. Following standards set by the Department. These standards include but are not
limited to Communication Briefs, technical assistance documents, Provider
Bulletins and Agency Letters, and email correspondence.
4.2.1.14. Processing information regarding client Medicaid eligibility within two (2)
Business Days of receipt from the eligibility site.
4.2.1.15. Performing all pertinent information processing within the applicable timeframes
specified in Department regulations.
4.2.1.16. Obtaining a waiver annually from the Department to provide direct services based
on criteria in applicable Department regulations. If the Contractor is granted a
waiver to provide services, the Contractor shall provide written notification to the
client and/or guardian of the potential influence the Contractor has on the service
planning process. The Contractor shall provide the client and/or guardian with
written information about how to file a provider agency and/or SEP agency
complaint. Upon client and/or guardian request, the Contractor shall provide an
option for the client and/or guardian to request a different SEP to develop the
Service Plan. The Contractor shall provide an option for the Service Plan to be
monitored by a different SEP entity or individual.
Exhibit B, Statement of Work Page 20 of 30
4.2.2. The Contractor shall follow 10 C.C.R. 2505-10, Sections 8.393.36 when transferring a
client from one county to another county or from one SEP District to another district.
4.2.3. The Contractor shall consult with the Medical Consultant(s) regarding medical and
diagnostic concerns and long term home health prior authorizations.
4.2.4. The Contractor shall attend Administrative Law Judge hearings when the Contractor
agency has made a denial or adverse action against a client and the client appeals. The
Contractor shall defend its decision as described in 10 C.C.R. 2505-10, Sections 8.057
et seq.
4.2.5. The Contractor shall submit Department required information electronically upon the
Department's request.
4.2.6. The Contractor shall perform Medicaid administrative functions including but not
limited to the following:
4.2.6.1. Authorizing and administering services through the HCBS-BI, HCBS-EBD,
HCBS-CMHS, HCBS-CLLI, and HCBS-SCI waivers in accordance with the
eligibility criteria as defined by applicable state and federal statutes and regulations.
4.2.6.2. Providing quality assurance services which include:
4.2.6.3. Review, follow up and resolution of complaints and grievances applying
Department policies and procedures for the review.
4.2.6.4. Quality Improvement Strategy (QIS) activities and reporting.
4.3. Screening and Referral
4.3.1. The Contractor shall perform all screening and referral functions for the operation of
a SEP agency in accordance with CRS §25.5-6-104 and 10 CCR 2505-10, 8.93.2.B et
seq., but not limited to the following:
4.3.1.1. Making the initial contact with individuals to include a preliminary screening in the
following areas:
4.3.1.1.1. An individual's need for long-term care services.
4.3.1.1.2. An individual's need for referral to other programs or services.
4.3.1.1.3. An individual's eligibility for financial and program assistance.
4.3.1.1.4. The need for a comprehensive long-term care client assessment.
4.3.1.2. Maintaining applicant or client records including documentation of the referrals and
outcome utilizing the Department's prescribed system.
4.4. Eligibility Determination (Utilization review)
4.4.1. The Contractor shall perform all eligibility determination functions for the operation
of a SEP agency in accordance with CRS §25.5-6-104 and 10 CCR 2505-10, 8.393.2
et seq., but not limited to the following:
4.4.1.1. Verification of Medicaid eligibility or Medicaid application submission.
4.4.1.2. Review of the Professional Medical Information Page (PMIP).
Exhibit B, Statement of Work Page 21 of 30
4.4.1.3. Review of all supportive information (documentation and interviews) related to the
functional capacity of the applicant or client.
4.4.1.4. Communicating functional eligibility status to the appropriate eligibility site.
4.4.1.5. Representing the Department in all appeals relevant to a long-term services and
supports program participation.
4.4.1.6. Review of Home and Community Based Services waiver target criteria for
applicant or client participation.
4.4.1.7. Determine client or applicant functional eligibility for participation in a HCBS
waiver, PACE, or nursing facility placement.
4.4.1.8. Provide a notice of action to clients or applicants of all appealable actions related
to their participation in a long-term services and supports program .
4.4.1.9. Maintaining applicant or client records including all relevant information utilizing
the Department's prescribed system.
4.5. Case Management for HCBS Waivers
4.5.1. The Contractor shall provide Medicaid Case Management in accordance with 10 CCR
2505-10, 8.393.2.G et seq. and 10 CCR 2505-10, 8.393.1.M et seq. Case Management
services are comprehensive and shall include but not be limited to:
4.5.1.1. Assessment of an individual's strengths, needs, and preferences for long-term
services and supports using the Department- prescribed tool.
4.5.1.2. Circulation and receipt of the PMIP.
4.5.1.3. Development of a client -specific service plan.
4.5.1.4. Review, selection, and referral to qualified service providers.
4.5.1.5. Initiation, review, approval, and submission of required PARs.
4.5.1.6. Monitoring to ensure individual's receive services in accordance with the service
plan, as well as satisfaction with services.
4.5.1.7. Ongoing review of utilization of services authorized on the PAR and service plan
adjustments as necessary.
4.5.1.8. Representing the Department in all appeals relevant to service authorizations.
4.5.1.9. Maintaining client records in accordance with Program requirements, including
documentation of all case activities, monitoring of service delivery and service
effectiveness. The Contractor shall utilize the Department -prescribed system and
perform these functions within the timeframes established by the Department.
4.5.1.10. The Contractor shall enter and verify the assessment into the Benefits Utilization
System (BUS) within ten (10) business days of completing the assessment.
4.5.1.11. When required, determining the client's Post Eligibility Treatment of Income
according to instructions set forth by the Department.
Exhibit B, Statement of Work Page 22 of 30
4.5.1.12. Providing a thorough assessment of service needs and resources to assure the most
appropriate public and private resources are utilized to meet the client's needs. The
determination of appropriate resources shall not supplant, but support self -care,
family care, and other informal community based resources.
4.5.1.13. Providing case management services and establishing a Service Plan for recipients
of HCBS waivers. The authorization and administration of services through a
publicly funded Program shall be in accordance with eligibility criteria as defined
by applicable state and federal statutes and regulations.
4.5.1.14. Assuring that HCBS waiver clients who receive case management services receive
the type and amount of non -skilled community based long-term care services listed
in the Service Plan. These services shall not exceed the type and amount of services
medically and/or functionally required by each client.
4.5.1.15. Reviewing all PARs. The Contractor shall approve, deny or return a PAR to the
provider agency for additional information.
4.5.1.16. Conducting reviews using the Department -prescribed tools to determine
compliance with program and administrative requirements. Guidelines for the
review and the random sample of clients shall be provided by the Department.
Results shall be submitted to the Department or the Department's designee within
the prescribed timeframes.
4.5.1.17. Verifying that each HCBS client has received at least one (1) waiver service within
the timeframes specified in the applicable waiver and/or regulation. If a client does
not receive at least one (1) waiver service within the timeframes specified in the
applicable waiver and/or regulation, the Contractor shall send a notice of action to
the client notifying the client that he/she is ineligible for waiver services and that
he/she has the right to appeal.
4.5.1.18. Reassessing a client, using the Department -prescribed tool, annually, when there is
a significant change in the client's condition or more often as specific waiver rules
or circumstances require.
4.6. Training, Complaints, Appeals, Critical Incidents, And Administrative Oversight
Requirements
4.6.1. Training:
4.6.1.1 The Contractor shall ensure that all case management staff receive training within
ninety (90) days after the staff member's hire date prior to being assigned
independent case management duties; all other case management staff must receive
a refresher training as required by the Department or the Contractor. Training must
be in the following areas:
4.6.1.2. The Contractor shall train all Case Managers in the following areas prior to
independent case management assignment:
4.6.1.2.1. Long -Term Services and Supports Eligibility.
4.6.1.2.2. Intake and Referral.
4.6.1.2.3. ULTC 100.2 Assessment.
Exhibit B, Statement of Work Page 23 of 30
4.6.1.2.4. Service Plan Development.
4.6.1.2.5. Notices and Appeals.
4.6.1.2.6. BUS Documentation.
4.6.1.2.7. Home Health.
4.6.1.2.8. Consumer Directed Attendant Support Services (CDASS) and In Home
Services and Supports (IHSS).
4.6.1.2.9. Monitoring of services and supports.
4.6.1.2.10. Critical Incidents and reporting
4.6.1.2.11. Waiver requirements and services
4.6.1.3. The Contractor shall provide the date each case management staff received training
in the areas identified in section 4.6.1., using the reporting template provided by
the Department.
4.6.1.3.1. DELIVERABLE: Case Management Staff Training Dates
4.6.1.3.2. DUE: Semi-annually by July 15th and January 15th
4.7. Complaints and Grievances
4.7.1. The Contractor shall receive, document and track complaints regarding the Contractor
and/or service provider agencies. This shall include any complaints made by
community members Documentation shall consist of a complaint log that includes the
date of complaint, name of the complainant, the nature of the complaint and the date of
resolution.
4.7.2. The Contractor shall analyze complaints for trends quarterly and shall submit any
concerning complaint -oriented trends observed since the Effective Date of this
Contract and the remedial actions taken to address them to the Department.
4.7.3. Trend analysis may include an examination of information including but not limited to:
4.7.3.1. A comparison of complaint types and number of complaints over a period of time.
4.7.3.2. Number of type of complaint against the Contractor or/or service provider agency,
time, location, individual involved, staff involved, and/or any additional relevant
information.
4.7.3.3. An examination of potential reasons for the increase or decrease in complaints by
total number, provider, individual, or staff.
4.7.3.4. An examination of preventative measures that can be implemented to reduce the
number or frequency of future complaints.
4.7.3.5. Implementation of a plan of action or any future actions to take place.
4.7.3.6. An analysis of whether or not the plan of action and changes made were effective
or if additional changes need to occur.
4.7.3.6.1. DELIVERABLE: Complaint Trends Analysis
Exhibit B, Statement of Work Page 24 of 30
4.7.3.6.2. DUE: Quarterly, by October 31st, January 31st, and April 30th and July 31st of
each year
4.8. Appeals:
4.8.1. The Contractor shall represent the Department and defend any adverse action in
accordance with 10 CCR 2505-10, Sections 8.057 et. seq in all appeals initiated during
this Contract.
4.8.2. The Contractor shall represent its actions at Administrative Law Judge hearings when
the Client appeals a denial or adverse action affecting Client's program eligibility or
receipt of services.
4.8.3. The Contractor shall process appeals in accordance with schedules published by the
State of Colorado Office of Administrative Courts and rules promulgated by the
Department.
4.8.4. The Contractor shall submit exceptions when applicable and include all relevant
information.
4.8.5. The Contractor shall cooperate with the Office of the State Attorney General for any
case in which it is involved.
4.9. Critical Incidents:
4.9.1. Provide Critical Incident Reporting that includes:
4.9.1.1. Reporting critical incidents in the Department proscribed system within 24 hours
(business day) following notification.
4.9.1.2. Ensuring all suspected incidents of Mistreatment are immediately reported
consistent with current statute; section 19-10-103 C.R.S. Colorado Children's
Code, section 18-8-115 C.R.S (Colorado Criminal Code- Duty to Report a Crime),
and section 26-3.1-102, C.R.S (Social Services Code -Protective Services).
4.9.1.3. Entering all follow-up information in the Department prescribed system and
maintain detailed documentation of actions completed.
4.9.1.4. Reviewing and analyzing all incidents to identify trends and problematic practices.
Provide Critical Incident Reporting that includes:
4.9.1.5. Providing incident report data on the Department prescribed template or format
approved by the Department for the purpose of the Department's quarterly
aggregation of the number and type of incidents. This shall include reviewing and
analyzing incidents to identify trends and problematic practices and documenting
appropriate corrective action.
4.9.2. Trend analysis may include an examination of information including but not limited to:
4.9.2.1. A comparison of incident types and number of incidents over a period of time.
4.9.2.2. Number of type of incident by provider, site, time, location, individual involved,
staff involved, and/or any additional relevant information.
4.9.2.3. An examination of potential reasons for the increase or decrease in incidents by
total number, provider, individual, or staff
Exhibit B, Statement of Work Page 25 of 30
4.9.2.4. An examination of preventative measures that can be implemented to reduce the
number or frequency of future incidents.
4.9.2.5. Performing critical incident trend analyses quarterly that shall be delivered to the
Department for review and approval.
4.9.2.5.1. DELIVERABLE: Critical Incident Trend Analyses
4.9.2.5.2. DUE: Quarterly by October 31st, January31 st, April 30th and July 31st
4.10. Client Count:
4.10.1. Client Count and Activities Worksheet
4.10.1.1. The Contractor shall submit to the Department the Client Count and Activities
Worksheet on a quarterly basis.
4.10.1.1.1. DELIVERABLE: Client Count and Activities Worksheet
4.10.1.1.2. DUE: Quarterly, by October 31st, January 31st, and April 30th and July 31st
of each year
4.11. Community transition services (CTS)
4.11.1. The Contractor shall perform responsibilities for CTS in accordance with 10 C.C.R.
2505-10, 8.553.6. The Contractor's Case Manager shall:
4.11.1.1. Perform a review to assure all items in the transition plan meet the criteria of the
benefit described in 10 CCR 2505-10, 8.553.2.
4.11.1.2. Complete a review of the transition plan.
4.11.1.3. Notify the Transition Coordination Agency of approval or denial of the plan within
ten (10) business days of receipt.
4.11.1.4. Review and authorize payments for CTS as per 10 C.C.R. 2505-10, 8.553.7
4.11.1.5. Verify community -based residence for reimbursement as per 10 C.C.R. 2505-10,
8.553.8.
4.12. Certification
4.12.1. The Department or a designee shall review the performance of the Contractor.
4.12.2. Performance monitoring may include a review of log notes, service plans, assessments
and other documentation relevant to the long-term care services provided the client.
The Contractor shall be notified within thirty (30) days of the outcome of a review that
may result in approval, provisional approval, denial or termination of certification. The
Department may appoint a designee to monitor and/or make certification
recommendations.
4.12.3. The Department, in accordance with the state statutes and regulations, shall certify the
Contractor. Certification shall be based upon, but not limited to, results of on -site visits,
evaluation results of the quality of service provided, compliance with Program
requirements, service timeliness, performance of administrative functions, costs per
client, communications with clients, client monitoring, targeting populations served,
community coordination and outreach and financial accountability.
Exhibit B, Statement of Work Page 26 of 30
4.13. Corrective Action Plan
4.13.1. When the Department determines that the Contractor is not in compliance with any
term of this Contract, the Contractor, upon written notification by the Department, shall
develop a corrective action plan. Corrective action plans shall include, but not be
limited to:
4.13.1.1. A detailed time frame specifying the actions to be taken.
4.13.1.2. Contractor's employee(s) responsible for implementing the actions.
4.13.1.3. The implementation time frames and a date for completion.
4.13.2. The Contractor shall submit the Corrective Action Plan to the Department within ten
(10) Business Days of the receipt of a written request from the Department.
4.13.2.1. DELIVERABLE: Corrective Action Plan
4.13.2.2. DUE: Within ten (10) Business Days of receipt of a written request from the
Department
4.13.3. The Contractor shall notify the Department in writing, before the due date if it will not
be able to present the Corrective Action Plan within the three (3) Business Days. The
Contractor shall explain the rationale for the delay and the Department may grant an
extension, in writing, of the deadline for the Contractor's compliance.
4.13.4. Upon receipt of the Contractor's corrective action plan, the Department will accept,
modify or reject the proposed Corrective Action Plan. Modifications and rejects shall
be accompanied by a written explanation.
4.13.4.1. In the event of a rejection of Contractor's Corrective Action Plan the Contractor
shall re -write the corrective action plan and resubmit it to the Department for
review.
4.13.4.1.1. DELIVERABLE: Revised Corrective Action Plan
4.13.4.1.2. DUE: Within five (5) Business Day of the Department's rejection
4.13.4.2. Upon acceptance by the Department the Contractor shall implement the corrective
action plan.
4.13.4.3. If corrections are not made by the timeline and quality specified by the Department
then funds may be withheld from this contract. Payments of funds from this contract
will resume beginning the month that the correction is made and accepted by the
Department.
4.13.5. As part of the corrective action plan, supporting documentation demonstrating that
deficiencies have been remediated may be required. The Contractor shall ensure all
supporting documentation is submitted within the timeframes established in the
Corrective Action Plan.
4.13.6. Upon receipt of the Contractor's supporting documentation, the Department will
accept, request modifications, or reject the documentation. Modifications and
rejections shall be accompanied by a written explanation.
Exhibit B, Statement of Work Page 27 of 30
4.13.7.
4.13.7.1.
4.13.7.2.
4.13.8.
In the event of a rejection of Contractor's supporting documentation to the corrective
action plan, the Contractor shall correct and resubmit the supporting documentation to
the Department for review.
DELIVERABLE: Revised Supporting Documentation
DUE: Within five (5) Business Day of the Department's rejection
If corrections are not made by the timeline and quality specified by the Department
then funds may be withheld from this contract. Payments of funds from this contract
will resume beginning the month that the correction is made and accepted by the
Department.
5. COMPENSATION AND INVOICING
5.1. Compensation
5.1.1. The compensation under the Contract shall consist of a monthly payment. The
Contractor will be paid the fixed -monthly rate.
5.1.2. The monthly payment shall take effect the fifteenth of the month in the month following
the execution of this Contract. In the event that the termination of the Contract occurs
on a day that is not the last day of a month, then the Contractor shall receive a pro -rated
share of the fixed -monthly rate calculated by dividing the number of days in the month
prior to the date of termination into the total number of days in that month, and
multiplying that fraction by the fixed -monthly rate, rounding to the nearest cent.
5.1.3. The Parties recognize that funding has been appropriated by the State, and
compensation is limited by the maximum amount payable listed in Contract Section 7.
Payments to Contractor, Subsection A. Maximum Amount. .1.4. 3.1.5. The sole
compensation, up to the maximum amount payable, shall consist of the following:
5.1.4. Monthly Payments.
5.1.5. Monthly Per County -Served Amount
5.1.6. Any Per County -Served Amount required per 10 C.C.R. 2505-10, Section 8.392, A. 1
and 2, is included in the Monthly Payments and the Contractor shall not receive a
separate payment for the Per County -Served Amount.
5.1.7. The Contractor shall be compensated as follows:
Exhibit B, Statement of Work Page 28 of 30
SEP Agency
275 Allocation
157
Allocation
Total Not to
Exceed
Contract
Amount
Fixed Monthly
Rate - 1/12th
Payment
Weld County Department of Human
Services
$2,070,038.00
$103,431.00
$2,173,469.00
$181,122.42
5.2. Detailed Payment Procedures
5.2.1. Payment shall be made through the 1/12th Methodology. The Contractor will be paid
the fixed -monthly rate after the fifteenth of the month.
5.2.2. Payment and Billing Errors
5.2.2.1. The Contractor shall notify the Department of any errors in billing or payment
within ten (10) Business Days of receiving a payment summary to ensure over and
under payments are adjusted.
5.2.2.2. The Department shall notify the Contractor of any overpayment or underpayment
identified through an internal review process.
5.2.2.3. If an overpayment is confirmed by the Department, the overpayment amount will
be withheld from the next monthly reimbursement to the Contractor and, if
necessary, from each monthly payment thereafter to the Contractor, until all
overpayment of funds is recovered.
5.2.2.4. If an underpayment is confirmed, the amount will be included on the next monthly
reimbursement to the Contractor.
5.2.2.5. Pursuant to Section 25.5-1-114, C.R.S., the Department has the power to recover
any monies owed by a county to the Department by reducing the amount of any
payments due from the Department in connection with any program or activity.
Unallowable costs which are identified will be disallowed despite similar costs
which may have been reimbursed in the past.
5.2.2.6. Unexpended Funds
5.2.2.6.1. Performance Standards and audited program expenditures, for funds disbursed,
are criteria used to determine the Contractor's compliance with the terms of this
Contract for funds that have been disbursed and expended funds. The
Contractor shall remit any funds disbursed under this Contract that are not
expended by close of the State's fiscal year. If the Contractor does not expend
all funds distributed under this contract, the Department shall invoice for
repayment of all unspent funds by October 31st of the following fiscal year.
5.3. Closeout Payments
Exhibit B, Statement of Work Page 29 of 30
5.3.1. 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 10 days after the
Department has determined that Contractor has completed all of the requirements of
the Closeout Period. Exhibit C, Sample Option Letter.
Exhibit B, Statement of Work Page 30 of 30
EXHIBIT C, SAMPLE 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
Vendor Legal Name
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.
F. Option to amend a Data Sharing Appendix.
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 Option 1(F): In accordance with Section Number of Exhibit B, Statement of Work of the
Original Contract referenced above, the State hereby exercises its option to amend an existing Datasharing
Appendix, labeled as Appendix Number. The amended Data Sharing Appendix is attached to this Option
Letter and is labeled Appendix Number.
F. 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 C, Sample Option Letter Page 1 of 2
STATE OF COLORADO
John W. Hickenlooper, Governor
Department of Health Care Policy and Financing
Tom Massey, Acting Executive Director
By: Tom Massey, Acting Executive Director
Date:
In accordance with §24-30-202 C.R.S., this Option is not valid
until signed and dated below by the State Controller or an
authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:
Greg Tanner, Controller; Department of Health Care Policy
and Financing
Option Effective Date:
Exhibit C, Sample Option Letter Page 2 of 2
EXHIBIT D — Supplemental Provisions for Federal Awards
For the purposes of this Exhibit only, Contractor is also identified as "Subrecipient." This
Contract has been funded, in whole or part, with an award of Federal Funds. In the event of a
conflict between the provisions of these Supplemental Provisions for Federal Awards, the
Special Provisions, the Contract or any attachments or exhibits incorporated into and made a part
of the Contract, the Supplemental Provisions for Federal Awards shall control. In the event of a
conflict between the Supplemental Provisions for Federal Award and the FFATA Supplemental
Provisions (if any), the FFATA Supplemental Provisions shall control.
1) Federal Award Identification
i. Subrecipient: Weld County Department of Human Services
ii. Subrecipient Data Universal Numbering System (DUNS) Number: 075757955;
iii. The Federal Award Identification Number (FAIN):
Appropriation 275 - 1805CO5ADM and 1805CO5MAP
Appropriation 157 — 1805CO5ADM
iv. The Federal award date is: July 1, 2018;
v. The subaward period of performance start date is July 1, 2018 and the end date is
June 30, 2019;
vi. Federal Funds:
Contract or
Fiscal Year
Amount of Federal Funds
obligated by this Contract
Total amount of Federal
funds obligated to the
Subrecipient
Total amount of the
Federal Award by
Appropriation
FY2018-19
$1,086,734.50
$1,086,734.50
APPR 275 - $1,035,019.00
APPR 157 - $ 51,715.50
vii. Federal award project description: To serve as a Single Entry Point (SEP) Agency
within a local area where a current or potential long-term care client can obtain
long-term care information, screening, assessment of need, and referral to
appropriate long-term care program and case management services for all
Coloradoans within their designated district.
viii. The name of the Federal awarding agency is the United States Centers for
Medicare & Medicaid Services (CMS); the name of the pass -through entity is the
Colorado Department of Health Care Policy & Financing (HCPF); and the contact
information for the awarding official is Yasmin Gardner, Finance Section
Manager, Office of Community Living, 1570 Grant Street, Denver, CO 80203,
Yasmin.Gardner@state.co.us, 303-866-5150.
ix. The Catalog of Federal Domestic Assistance (CFDA) number is 93.778, the name
is Medical Assistance Program, and the dollar amount is $1,086,734.50
x. This award is not for research & development.
xi. The indirect cost rate for the Federal Award (including if the de minimis rate is
charged per 2 CFR 200.414 Indirect (F&A) costs) is pre -determined based upon
the State of Colorado and HCPF cost allocation plan.
Page 1 of 3
EXHIBIT D — Supplemental Provisions for
Federal Awards
2) All requirements imposed by HCPF on Subrecipient so that the Federal Award is used in
accordance with Federal statutes, regulations, and the terms and conditions of the Federal
Award, are stated in the General Provisions and Exhibit B — Statement of Work.
3) Any additional requirements that HCPF imposes on Subrecipient in order for HCPF to
meet its own responsibility to the Federal awarding agency, including identification of
any required financial and performance reports, are stated in the General Provisions and
Exhibit B — Statement of Work.
4) Subrecipient's approved indirect cost rate is a HCPF negotiated rate of 0%.
5) Subrecipients must permit HCPF and auditors to have access to Subrecipient's records
and financial statements as necessary for HCPF to meet the requirements of 2 CFR
§200.331 Requirements for pass -through entities, §200.300 Statutory and National Policy
Requirements through §200.309 Period of performance, and Subpart F — Audit
Requirements of this Part.
6) The appropriate terms and conditions concerning closeout of the subaward are listed in
the General Provisions and Exhibit B — Statement of Work.
7) Performance and Final Status. Subrecipient shall submit all financial, performance, and
other reports to HCPF no later than 30 calendar days after the period of performance end
date or sooner termination of this Contract containing an evaluation and review of
Subrecipient's performance and the final status of Subrecipient's obligations hereunder.
8) Matching Funds. The Subrecipient is not required to provide matching funds.
9) The record retention period previously stated in this Contract is replaced with the record
retention period prescribed in 2 CFR §200.333.
10) Single Audit Requirements. If the Subrecipient expends $750,000 or more in Federal
Awards during the Subrecipient's fiscal year, the Subrecipient shall procure or arrange
for a single or program -specific audit conducted for that year in accordance with the
provisions of Subpart F — Audit Requirements of the Uniform Guidance, issued pursuant
to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7207). 2 CFR §200.501.
i. Election. The Subrecipient shall have a single audit conducted in accordance with
Uniform Guidance §200.514 (Scope of audit), except when it elects to have a
program -specific audit conducted in accordance with §200.507 (Program -specific
audits). Subrecipient may elect to have a program -specific audit if the
Subrecipient expends Federal Awards under only one Federal program (excluding
research and development) and the Federal program's statutes, regulations, or the
terms and conditions of the Federal award do not require a financial statement
audit of HCPF. A program -specific audit may not be elected for research and
development unless all of the Federal Award expended were received from HCPF
and HCPF approves in advance a program -specific audit.
ii. Exemption. If Subrecipient expends less than $750,000 in Federal Awards during
its fiscal year, Subrecipient shall be exempt from Federal audit requirements for
that year, except as noted in 2 CFR §200.503 (Relation to other audit
requirements), but records shall be available for review or audit by appropriate
officials of the Federal agency, the State, and the Government Accountability
Office.
Page 2 of 3
EXHIBIT D - Supplemental Provisions for
Federal Awards
iii. Subrecipient Compliance Responsibility. The Subrecipient shall procure or
otherwise arrange for the audit required by Part F of the Uniform Guidance and
ensure it is properly performed and submitted when due in accordance with the
Uniform Guidance. The Subrecipient shall prepare appropriate financial
statements, including the schedule of expenditures of Federal awards in
accordance with Uniform Guidance §200.510 (Financial statements) and provide
the auditor with access to personnel, accounts, books, records, supporting
documentation, and other information as needed for the auditor to perform the
audit required by 2 CFR Part F -Audit Requirements.
11) Compliance. Subrecipient shall comply with all applicable provisions of the Office of
Management and Budget Uniform Administrative Requirements, Cost Principles, and
Audit Requirements for Federal Awards (Uniform Guidance), including but not limited to
these Supplemental Provisions for Federal Awards. Any revisions to such provisions
automatically shall become a part of these Supplemental Provisions, without the necessity
of either party executing any further instrument. HCPF may provide written notification
to Subrecipient of such revisions, but such notice shall not be a condition precedent to the
effectiveness of such revisions.
12) Event of Default, Failure to comply with the Uniform Guidance or these Supplemental
Provisions for Federal Awards shall constitute an event of default under the Contract
pursuant to 2 CFR §200.339 and HCPF may terminate the Contract in accordance with
the termination provisions in the Contract.
13) Erroneous Payments. The closeout of a Federal award does not affect the right of the
Federal awarding agency or HCPF to disallow costs and recover funds on the basis of a
later audit or other review. Any cost disallowance recovery is to be made within the
record retention period.
EXHIBIT END
Page 3 of 3
EXHIBIT D - Supplemental Provisions for
Federal Awards
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