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PURCHASE SERVICE AGREEMENT
AMENDMENT BETWEEN
THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES
�► L� AND BRITIN LLC dba FIRST LIGHT HOME CARE
This Agreement Amendment,made and entered into 1St day of July,2016,by and between the Board of
Weld County Commissioners,on behalf of the Weld County Department of Human Services,Area Agency on Aging,
hereinafter referred to as the "AAA",and Britin LLC dba First Light Home Care,hereinafter referred to as"First
Light Home Care".
WHEREAS the parties entered into an Agreement to purchase and deliver homemaker and personal care
services (the"Original Agreement")identified by the Weld County Clerk to the Board of County Commissioners as
document No. 2016-1285,approved on March 22,2016.
WHEREAS the parties hereby agree to amend the term(s)of the Original Agreement in accordance with the
terms of the Original Agreement,which is incorporated by reference herein, as well as the terms provided herein.
NOW THEREFORE,in consideration of the premises,the parties hereto covenant and agree as follows:
• The terms of this agreement will be extended through June 30,2017. This amendment will terminate immediately
in the event of loss of funding.
• The Amendment,together with the Original Agreement,constitutes the entire understanding between the
parties.
• All other terms and conditions of the Original Agreement remain unchanged.
IN WITNESS WHEREOF,the parties hereto have duly executed the Agreement as of the day,month and year first
above written ((��
ATTEST: GLD;g1 COUNTY:
Weld County Clerk to the Board BOARD OF COUNTY COMMISSIONERS
WELD COUNTY COLORDO
By:
�7/ • ��� Q � LJ/�
Deputy Cler, o th- Board LZ I� Mike Freeman,Chair :JUL 13 2Qti
WELD COUNTY DEPARTMEN F ;+'►�, ONTRACTOR:
HUMAN SERVICES 1161 it '� irst Light Home Care
Aw 1 300 Plaza Court, Suite 202
Lafaye e CO 80026
Jud Griego,Di ector '�►, 1
WELD CO Y AREA AGENCY ON AGING
Irish Martin-Dann ff,Re: .n irector of Operations
&JAVA le
Eva M. Je 11, ' ision Head Date PsD Ce-- t)
LoA.:%sut\i- 6O#/x.e4Gaz. as -/a8s (()
RESOLUTION
RE: APPROVE TEN (10) AGREEMENTS FOR PURCHASES OF IN-HOME SERVICES
WITH VARIOUS PROVIDERS 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 ten (10) Agreements for Purchases of
In-Home Services between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Department of Department of Human
Services, Area Agency on Aging, and the various providers, as follows commencing upon full
execution of signatures and ending June 31, 2016, with further terms and conditions being as
stated in said agreements, and
1. A Caring Hand, Inc., dba All Valley Home Care
2. A Little R & R Home Care
3. Altitude Home Care
4. Andrea's Angels, Inc.
5. Britin, LLC, dba First Light Home Care
6. Caregivers, Inc., dba Homewatch Caregivers of Northern Colorado
7. Compassionate Connection, LLC, dba Seniors Helping Seniors
8. Mile High Seniors, Inc., dba Home Helpers and Direct Link
9. Synergy Home Care
10. Visiting Angels Living Assistance Services of Windsor
WHEREAS, after review, the Board deems it advisable to approve said agreements,
copies of which is attached hereto and incorporated herein by reference.
l an y;na.L 4.tach
6 R5D(CM
2016-1281 thru 1290
HR0087
RE: TEN AGREEMENTS FOR PURCHASE OF IN-HOME SERVICES WITH VARIOUS
PROVIDERS
PAGE 2
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the ten (10) Agreements for Purchases of In-Home Services between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Human Services, Area Agency on Aging, and the various
providers as listed above be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreements.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 13th day of April, A.D., 2016.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: ;64
Mike Freeman, Chair
Weld County Clerk to t Board
Sean P. Con y, Pro-Te
BY:. %K/Gce
Dep tyr t
Clerk to the Board a
; Cozad
i /�
APP RM: I r`SED
a Kirkmeyer
1/41
unty Attorney
t'1i` Moreno
Date of signature: .D • L'
2016-1281 thru 1290
HR0087
MEMORANDUM
DATE: April 1,2016
TO: Board of County Commissioners—Pass-Around
FR: Judy A.Griego, Director, Human Services
— COUNTY RE: Weld County Department of Human Services' Area Agency on
Aging(AAA) Purchase of Services Agreements with Various
Providers
Please review and indicate if you would like a work session prior to placing these items on the Board's
agenda.
Request Board Approval of the Department's Area Agency on Aging(AAA)Purchase of Services
Agreements with Various Providers.The Weld County Area Agency on Aging(AAA)is in the
process of developing the new In-Home Services Voucher Program. This program will provide
assistance to eligible Weld County residents 60 years of age and older that require assistance with
personal care and homemaking services. Personal care services include, but are not limited to, bathing,
dressing, mobility,and hygiene assistance. Homemaking services include,but are not limited to, laundry
assistance,dusting, vacuuming,and bathroom cleaning. Program participants will be able to choose from
the following providers:
N-•- A Caring Hand, Inc. dba All Valley Home Cam 70 Z
N. • A Little R& R Home Care 4.01/0
• Allegiance Home Care
N • - Altitude Home Care — ' 17J-1...
• - Andrea's Angels, Inc. --7/Lf/f
• - Britin LLC dba First Light Home Care— '/j
vg- Caregivers, Inc. dba Homewatch Caregivers of Northern Colorado — '1142 `3
• Caregivers West LLC dba Caring Senior Service of Lakewood
• - Compassionate Connection LLC dba Seniors Helping Seniors— f/171/7
• - Mile High Seniors, Inc.dba Home Helpers and Direct Link — '4,261
N •— Synergy Home Care— 417400
N• • - Visiting Angels Living Assistance Services of Windsor— VD*
AAA agrees to reimburse the provider for services at the rate of$25.00 per unit of service(1 unit of
service= I hour of personal care and/or homemaker services)The State has allocated$35,000.00 for this
year's voucher program.The term of these Agreements begin upon the date of the execution by the
County and will end on June 31,2016. AAA and the Providers will discuss renewal prior to that date.
I do not recommend a Work Session. I recommend approval of these Agreements.
Approve Request
BOCC Agenda Work Session
Sean Conway /HP.-
Steve Moreno
Barbara Kirkmeyer
Mike Freeman :1
Julie Cozad �/
Pass-Around Memorandum; April 1, 2016 - Contract ID#s 401-405 and TBD Page 1
b ile-42
PURCHASE OF SERVICE AGREEMENT
THIS AGREEMENT, made and entered into this March 22, 2016 by and 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, hereinafter referred to as"WCAAA"or County and
Britin LLC dba First Light Home Care, hereinafter referred to as"First Light Home Care"or Provider agency.
WITNESSETH:
WHEREAS, In-Home Services for older adults, as defined by the 12 CCR 2510-1, Colorado Older Americans
Act, Volume 10, are widely recognized as valued services that assist individuals who experience difficulty
performing activities of daily living to remain in their homes and to live independently.
WHEREAS, WCAAA serves as the advocate and focal point for older persons with the greatest economic and
social need,and
WHEREAS, First Light Home Care is an organization existing for the purpose of providing homemaker and
personal care services to residents of Weld County, and
WHEREAS, WCAAA desires to purchase homemaker and personal care services for low-income seniors from
First Light Home Care
NOW THEREFORE, it is mutually agreed:
1. The WCAAA hereby agrees to reimburse First Light Home Care for services at the rate of$25.00 per unit
of service. (1 unit of service= 1 hour of personal care and/or homemaker services)
2. First Light Home Care agrees to commence services within thirty(30)days after the signing of the
Agreement and assure completion of all services required hereunder by June 30,2016.
3. First Light Home Care will not accept donations related to the services provided in this agreement. All
donations received related to the services provided under this agreement must be referred back to
WCAAA.
4. First Light Home Care understands that WCAAA is required to conduct periodic evaluations of the
activities conducted under this Agreement and to monitor on an ongoing basis the performance of First
Light Home Care to insure that the funds made available by the Agreement are expended in keeping with
the purposes for which they were awarded; and First Light Home Care accordingly agrees to cooperate
fully with the WCAAA in the conduct of such evaluation and monitoring, including the keeping and
supplying of such information, and providing access to documents and records to the WCAAA for the
purpose of audit; and further agrees to do all things necessary to enable WCAAA to fulfill its obligation
to the State of Colorado and the United States Government.
5. Any changes, including any increase or decrease in the amount of First Light Home Care's compensation,
and including changes in budget allocations which are mutually agreed upon by and between the
WCAAA and First Light Home Care, shall be incorporated in written amendments to this Agreement and
in appropriate revisions to the grant proposal.
6. First Light Home Care understands and agrees that the following provisions are part of the official
application and as such become binding upon commencement of the project:
2016-1285 ( )
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a. This Agreement and the provisions of services hereunder shall be subject to the laws of Colorado
and be in accordance with the policies,procedures, and practices of the County,the Older
Americans Act,the policies and procedures established by the State Unit on Aging, and the terms
and conditions of the project application approved by WCAAA.
b. This award is made for the initial term stated in this Agreement. This Agreement in no way
implies that further funding beyond the initial term is available. Funding for future term is
contingent upon the availability of funds and approval of future project applications.
c. Agrees to keep records and make reports on the forms required by the WCAAA and in
accordance with guidelines issued by the State of Colorado and the Administration on Aging,
specifically Provider agency agrees,
i. To submit financial reports to the WCAAA at a minimum monthly;
ii. To submit other reports to the WCAAA as requested;
iii. To maintain internet access in order to transfer all required data to the WCAAA.
d. Agrees to advise the WCAAA of needed program and financial changes and await approval from
the WCAAA prior to change implementation.
e. Agrees to have policies and procedures for complaint/appeal tracking,timely disposition of
complaints/appeals and documentation of such processes that includes all information in Exhibit
C. A complaint log shall be kept on file and shall be available for WCAAA review as requested.
Recipients must also be provided the WCAAA complaints and appeal process.
f. Agrees to have a client grievance policy,which will address any alleged infractions of any
federal, state or local laws by First Light Home Care against recipients of or applicants for
services.
g. Agrees to perform background checks of all employees, volunteers or subcontractors pursuant to
C.R.S. 27-1-110 and in accordance with the policy of WCAAA and the State Unit on Aging.
7. Performance Measures
a. As part of the State's Unit on Aging performance-based requirement,the WCAAA will survey
recipients in a month to be determined. During this time, provider agencies will not be allowed to
survey clients. This month is subject to change each fiscal year.
8. Scope of Work
a. Definitions(Volume 10 Older Americans Act/State Unit on Aging Policy and Procedure Manual
2/1/2016)
i. "Frail"means an older adult who is determined to be functionally impaired due to
inability to perform at least two Activities of Daily Living without substantial human
assistance, including verbal reminding, physical cueing, or supervision; or,a cognitive or
other mental impairment, requiring substantial supervision because the individual
behaves in a manner that poses a serious health or safety hazard to self or others.
ii. "Homemaker Services"means providing assistance to persons who meet the eligibility
requirements for in-home services and who are unable to perform two or more of the
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following Instrumental Activities of Daily Living: preparing meals, laundry, shopping for
personal items, managing money, using the telephone or doing light housework.
iii. "Homemaker eligibility" is restricted to those persons who are unable to perform at least
two Instrumental Activities of Daily Living without substantial human assistance,
including verbal reminding, physical cueing, or supervision; or due to a cognitive or other
mental impairment, requires substantial supervision because the individual behaves in a
manner that poses a serious health or safety hazard to the individual or to another
individual.
Instrumental Activities of Daily Living(IADL) shall include:
a. Meal Preparation;
b. Housework;
c. Laundry;
d. Shopping;
e. Medication Management;
f. Appointment Management;
g. Money Management;
h. Accessing Resources/Transportation; and
i. Telephone.
iv. "Personal Care"means providing personal assistance, stand-by assistance, supervision or
cues for persons who meet the requirements for in-home services.
v. "Personal Care Eligibility" is restricted to those persons who fit the definition of"frail"
within the Older Americans Act.
Activities of Daily Living(ADL) shall include:
a. Mobility;
b. Transfers;
c. Bladder Care;
d. Bowel Care;
e. Bathing;
f. Dressing;
g. Eating; and
h. Hygiene
vi. All Weld County adults age sixty and older who meet the necessary definitions in this
section shall be eligible for services. If resources are not available to serve all eligible
older adults who request services, preference and priority shall be given to those eligible
persons of greatest social and economic need with particular attention to low-income
older adults and older adults residing in rural areas. In-home services shall be made
available to individuals with Alzheimer's disease and related disorders or with
neurological and organic brain dysfunction and their families.
b. General Guidelines
i. Upon referral to the WCAAA recipients will be assessed by the Community Services and
Support Coordinator using the standard Title III NAPIS Intake form at the time of the
initial enrollment and each six month period thereafter. In the event the coordinator is not
available, assessments may be completed by authorized WCAAA staff.
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ii. Recipients must be 60 years of age or older and live in Weld County.
iii. Recipients must meet criteria for homemaker/personal care services as outlined in
regulations. WCAAA will follow Older Americans Act and target populations with
greatest economic need; greatest social need; low-income; minority; frail; older
individuals residing in rural areas.
iv. Vouchers will be awarded on a first-come, first-served basis contingent on funding.
Funding for this program is based on a fiscal year of July 1 to June 30.
v. If funding is not available at time of request,the applicant will be placed on a wait list for
the next funding cycle.
vi. Recipients are required to use a home health care provider from the list of agencies
contracted with WCAAA for in-home services. If the recipient does not indicate a
preference, WCAAA staff will assign a Provider agency based on a rotating schedule to
assure equal distribution of hours and units of services. If Provider agency selected is not
able to meet the need, staff will choose next agency on the list.
vii. Any homemaker or personal care costs incurred prior to receipt of a voucher or after
voucher expires will not be covered by the In-Home Services Voucher Program.
viii. Vouchers will be submitted by Provider agency to the WCAAA for payment(see Exhibit
B).
ix. Only approved services listed on the award voucher will be honored. Any costs or
services incurred above and beyond the authorized services and hours/units will be the
responsibility of the recipient.
x. Concerns or complaints about services should be reported to the WCAAA.All recipients
will be made aware of the WCAAA grievance procedures at time of enrollment(see
Exhibit C). Please refer to Volume 10 and the State Unit on Aging Policy and Procedures
for regulation guidance.
xi. If homemaker or personal care services are not used for a thirty(30)day period,the
voucher may be withdrawn with notice by the WCAAA and assigned to another
recipient.
xii. Any unused hours/units of authorized services cannot be carried over into the next
funding cycle.
xiii. Assigned providers must contact WCAAA Community Services and Support Coordinator
immediately upon any changes in status of assigned recipients(i.e. fall; hospitalization;
move; death)or to request additional hours due to change in recipient status or a
termination of services.
xiv. Recipients and their assigned provider agencies will need to track the hours/units of
service they receive to avoid exceeding authorized hours/units of service.
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xv. Recipients will be given information regarding donations at time of enrollment. All
donations for In-Home Services Voucher Program will be sent to WCAAA and used by
the program for service delivery.
xvi. Applicants on the Long-Term Care Medicaid HCBS waiver are not eligible for the In-
Home Services Voucher Program; however, pending applicants may be eligible until
approval is granted for the HCBS waiver.
c. Referral, Assessment and Follow-up Guideline
i. Referrals may be accepted from other agencies, caseworkers,providers, professionals,
self-referral, and family members of applicants. All referrals for the In-Home Services
Voucher Program will be processed by the WCAAA. The Community Services and
Support Coordinator will obtain basic recipient information such as name, contact
information, age, general care needs,housing situation and other programs or agencies
involved. As appropriate,the Community Services and Support Coordinator will
schedule a home visit to complete a full assessment using the Title III NAPIS Intake.
ii. Upon approval or denial of application,the Community Services and Support
Coordinator will notify applicant via United States Postal Services of the eligibility status
and include hours/units of service information, guidelines and instructions.The
Community Services and Support Coordinator will notify assigned Provider agency by
electronically sending or faxing recipient Assessment, Task Sheet, Release of
Information, and Voucher including assigned hours/units. The Community Services and
Support Coordinator will follow up with agency and/or recipient to assure services begin
within one week. Community Services and Support Coordinator will be available to
problem solve as needed.
d. Reimbursement for Services
i. Reimbursement for services will be monthly. See Exhibit B for complete instructions. All
questions and concerns regarding reimbursements will be directed to the Community
Services and Support Coordinator.
ii. Only approved services listed on the award voucher will be honored. Any costs or
services incurred above and beyond the authorized hours/units will not be reimbursed and
will be the responsibility of the recipient/assigned agency. Provider agency may not
request reimbursement for services unless services have been rendered; if a client is not
home at the scheduled time, the cost is not reimbursable. Travel time to the recipient's
residence is not a reimbursable service.
e. Hours/Units of Service
i. Applicants qualifying for the In-Home Services Voucher Program will be limited to a
maximum amount of hours/units of service. WCAAA will reimburse the Provider agency
for services at the rate of$25.00 per unit of service(one unit of service= 1 hour of
personal care or homemaker services). WCAAA is not guaranteeing a minimum number
of units or recipients. Travel will not be reimbursed. The general guidelines for
homemaker services are 12 hours/units of service per month and for personal care 12
hours/units of service per month based on funding availability and need. Exceptions to
these guidelines will be reviewed on a case by case basis.
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f. Changes in Services or Hours
i. All changes to services or hours/units must be approved by the Community Services and
Support Coordinator and a new voucher will be generated that reflects the changes.
ii. Provider agency will not be paid for any changes in services or hours/units unless prior
approval is received by the Community Services and Support Coordinator and a new
voucher is issued.
iii. Payment for any services provided upon the request of the recipient,which are in
addition to the services or hours/units approved by the WCAAA,will be the
responsibility of the recipient.
g. Withdrawal of Service Request
i. A recipient may withdraw a request for homemaker and/or personal care services. A
request to end services must be reported by the recipient or their legal representative by
contacting the WCAAA.
h. Denial or Termination of a Service Request
i. WCAAA makes every effort to be fair to both recipients and service providers and meet
the needs of older adults who need homemaker or personal care services. The following
rules for denial or termination were developed as guidelines for receiving services with
the In-Home Services Voucher Program.
ii. When the WCAAA or Provider agency determines that the In-Home Services Voucher
Program cannot meet the needs of the recipient requesting homemaker or personal care
services,the
WCAAA must be notified by the Provider agency within two(2)business days of the last
day of services being offered, if services cannot be provided and why.
i. Reasons for Denial or Termination of Services
i. The WCAAA or Provider agency has determined that the recipient no longer meets the
program eligibility requirements(Age 60+, deficit in 2 IADLs or 2 ADLs,with a focus
on recipients with greatest economic need; greatest social need; low-income; minority;
frail; older individuals residing in rural areas as defined in Volume 10)
ii. The recipient is unavailable for scheduled appointments(same day and time)and is
requesting a variable schedule that creates undue hardship for service providers.
iii. The recipient is not home for scheduled appointments on two(2)or more occasions, and
has failed to notify the Provider agency 24 hours in advance.
iv. The recipient has cancelled three(3)or more consecutive appointments without due
cause(i.e. hospitalization,temporary out-of-home placement, illness).
v. The recipient is verbally or physically abusive to provider.
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vi. Provider agency has the right to refuse service to recipients when provider health or
safety is deemed to be at risk and the recipient home is unsafe.
j. Training for Staff
i. Homemaker provider agencies shall document that all homemakers have received a
minimum of eight hours of training or have passed a skills validation test prior to delivery
of services in the provision of Homemaker Services,to include at a minimum the
following:
1. Basic techniques in light housecleaning including, but not limited to dusting,
vacuuming, mopping, and cleaning of bathroom and kitchen areas;
2. Basic nutritional requirements including shopping, meal preparation, and proper
food handling and storage techniques;
3. Dishwashing,bed making, and laundry;
4. Basic techniques of identifying and correcting potential safety hazards in the
home;
5. First aid and emergency procedures and basic infection control techniques,
including universal precautions; and
6. Screening for situations requiring assistance.
ii. A person,who at a minimum, has received the eight(8)hours of training listed herein or
passed the skills validation test required of homemakers, shall be considered qualified to
supervise other employees. Supervision shall include, but not be limited to:
1. Arrangement and documentation of training;
2. Informing staff of policies concerning advance directives and emergency
procedures;
3. Oversight of scheduling and notification to clients of changes;
4. Meetings and conferences with staff as necessary;
5. Investigation of complaints;
6. Counseling with staff on difficult cases, and potentially dangerous situations;
7. Communications with case managers as necessary;
8. Oversight of record keeping by staff; and
9. Supervisory visits shall be made to the participant's home at least every six
months or more often as necessary for problem resolution, skills validation of
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staff, observation of the home's condition, and assessment of participant's
satisfaction with services.
iii. Personal Care provider agencies shall document that all staff rendering personal care
services to older adults shall receive at least 20 hours of training or pass a skills
validation test prior to service delivery in the following:
1. Basic personal care procedures, including bathing, skin care, hair care, nail care,
mouth care, shaving, dressing, and feeding;
2. Assistance with ambulation, exercises,and transfers
3. Bowel and bladder care;
4. Medication;
5. Homemaking and protective oversight;
6. Basic nutritional requirements, including meal planning, shopping and food
storage;
7. Basic first aid,training in infection control, and emergency procedures;
8. Basic techniques of identifying and correcting potential safety hazards in the
home; and
9. Techniques in lifting.
iv. A person who, at a minimum, has received the 20 hours of training listed herein or passed
the skills validation test required of personal care staff shall be considered qualified to
supervise all employees giving personal care. Supervision shall include, but is not limited
to:
1. Orientation of staff to agency policies and procedures;
2. Arrangement and documentation of training;
3. Informing staff of policies concerning advance directives and emergency
procedures;
4. Oversight of scheduling, and notification to clients of changes; or close
communication with scheduling staff;
5. Written assignment of duties on a client-specific basis;
6. Meetings and conferences with staff as necessary;
7. Investigation of complaints and critical incidents;
8. Counseling with staff on difficult cases, and potentially dangerous situations; and
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9. Communication with case managers,the physicians, and other providers on the
service plan, as necessary to assure appropriate and effective care.
10. Supervisory visits shall be made to the participant's home at least every three
months or more often as necessary, for problem resolution, skills validation of
staff, participant specific or procedure-specific training of staff, observation of
the participant's condition and care,and assessment of satisfaction with services.
At least one of the assigned personal staff shall be present at supervisory visits.
9. Term
a. The term of this Agreement begins upon the date of the execution of this Agreement by County,
and shall continue through June 30,2016. This contract may be renewed for additional one(1)
year terms at the discretion of the WCAAA and the Weld County Board of County
Commissioners. Both of the parties to this Agreement understand and agree that the laws of the
State of Colorado prohibit County from entering into Agreements which bind the County for
periods longer than one year. Therefore,within the thirty(30)days preceding June 30 of each
year, County shall notify Provider agency, in writing if it wishes to renew this Contract for
another term.
10. Termination
a. Either party has the right to terminate this Agreement,with or without cause on thirty(30)days
written notice. Furthermore,this Agreement may be terminated at any time without prior notice
upon notice of a material breach of the terms of the Agreement.
b. Upon termination of this Agreement, Provider agency shall have no claim of any kind whatsoever
against the County by reason of such termination or by reason of any act incidental thereto,
except for compensation for work satisfactorily performed and/or materials described herein
properly delivered.
11. Extension or Modification
a. Any amendments or modifications to this agreement shall be in writing signed by both parties.No
additional services or work performed by Provider agency shall be the basis for additional
compensation unless and until Provider agency has obtained written authorization and
acknowledgement by County for such additional services.
12. Compensation/Contract Amount
a. In no event shall County be required to pay Provider agency more than the available grant funds
contemplated in this Agreement,nor more than that amount stated in paragraph 1. Provider
agency acknowledges no payment in excess of that amount will be made by County unless a
"change order"authorizing such additional payment has been specifically approved by Weld
County, or by formal resolution of the Weld County Board of County Commissioners, as required
pursuant to the Weld County Code.
b. Provider agency shall provide invoices to County on a monthly basis. County shall pay all such
invoices, unless in dispute,within 30 days of receipt.
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c. County will not withhold any taxes from monies paid to the Provider agency hereunder and
Provider agency agrees to be solely responsible for the accurate reporting and payment of any
taxes related to payments made pursuant to the terms of this Agreement.
d. The Parties understand that this Agreement is wholly funded by State and Federal funds,and the
County shall have no obligation to expend any funds not appropriated by the State for purposes
related to this Agreement.
13. Independent Contractor
a. Provider agency agrees that it is an independent Contractor and that its officers,agents or
employees will not become employees of County, nor entitled to any employee benefits from
County as a result of the execution of this Agreement. Provider agency shall perform its duties
hereunder as an independent Contractor. Provider agency shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to this Agreement. Provider
agency, its employees and agents are not entitled to unemployment insurance or workers'
compensation benefits through County and County shall not pay for or otherwise provide such
coverage for Contractor or any of its agents or employees.
14. Subcontractors
a. Provider agency acknowledges that County has entered into this Agreement in reliance upon the
particular reputation and expertise of agency. Provider agency shall not enter into any
subcontractor agreements for performance under this agreement without County's prior written
consent, which may be withheld in County's sole discretion.
15. Ownership
a. All work and information obtained by Provider agency under this Agreement shall become or
remain(as applicable),the property of County.
16. Confidentiality
a. Provider agency agrees to keep confidential all of County's confidential information. Provider
agency agrees not to sell, assign,distribute, or disclose any such confidential information to any
other person or entity without seeking written permission from the County. Provider agency
agrees to advise its employees, agents,and consultants, of the confidential and proprietary nature
of this confidential information and of the restrictions imposed by this agreement.
17. Warranty
a. Provider agency warrants that the services performed under this Agreement will be performed in
a manner consistent with the standards governing such services and the provisions of this
Agreement. Provider agency further represents and warrants that all services shall be performed
by qualified personnel in a professional and workmanlike manner, consistent with industry
standards, and that all services will conform to applicable specifications.
18. Acceptance of Services Not a Waiver
a. In no event shall any action by County hereunder constitute or be construed to be a waiver by
County of any breach of this Agreement or default which may then exist on the part of Provider
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agency. Acceptance by the County of, or payment for,the services completed under this
Agreement shall not be construed as a waiver of any of the County's rights under this Agreement
or under the law generally.
19. Insurance and Indemnification
a. General Requirements: Provider agency must secure,at or before the time of execution of any
agreement or commencement of any work,the following insurance covering all operations, goods
or services provided pursuant to this request. Provider agencies shall keep the required insurance
coverage in force at all times during the term of the Agreement,or any extension thereof, and
during any warranty period.
b. The insurance coverage's specified in this Agreement are the minimum requirements, and these
requirements do not decrease or limit the liability of Provider agency. The County in no way
warrants that the minimum limits contained herein are sufficient to protect the Provider agency
from liabilities that might arise out of the performance of the work under this Contract by the
Provider agency, its agents, representatives, employees,or subcontractors.
c. The Provider agency stipulates that it has met the insurance requirements identified herein. The
Contractor shall be responsible for the professional quality,technical accuracy, and quantity of all
services provided,the timely delivery of said services,and the coordination of all services
rendered by the agency and shall, without additional compensation, promptly remedy and correct
any errors, omissions, or other deficiencies.
d. INDEMNITY: The Provider agency shall defend, indemnify and hold harmless County, its
officers, agents, and employees, from and against injury, loss damage, liability, suits,actions, or
claims of any type or character arising out of the work done in fulfillment of the terms of this
Contract or on account of any act,claim or amount arising or recovered under workers'
compensation law or arising out of the failure of the Provider agency to conform to any statutes,
ordinances,regulation, law or court decree. The Provider agency shall be fully responsible and
liable for any and all injuries or damage received or sustained by any person,persons, or property
on account of its performance under this Agreement or its failure to comply with the provisions of
the Agreement. This paragraph shall survive expiration or termination hereof.
e. Types of Insurance: The Provider agency shall obtain,and maintain at all times during the term of
any Agreement, insurance in the following kinds and amounts:
i. Workers' Compensation Insurance as required by state statute, and Employer's Liability
Insurance covering all of the Provider agency's employees acting within the course and
scope of their employment. Policy shall contain a waiver of subrogation against the
County. This requirement shall not apply when a Provider agency or subcontractor is
exempt under Colorado Workers' Compensation Act., AND when such Provider agency
or subcontractor executes the appropriate sole proprietor waiver form.
ii. Commercial General Liability Insurance with the minimum limits as follows:
$1,000,000 each occurrence;
$1,000,000 general aggregate;
$1,000,000 products and completed operations aggregate; and
$50,000 any one fire
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iii. Professional Liability: Professional liability insurance with minimum limits of liability of
not less than $1,000,000, unless waived by the State.
iv. Privacy Insurance: If this Contract includes a HIPAA Associates Addendum exhibit,
Provider agency shall obtain and maintained during the term of this Contract liability
insurance covering all loss of Protected Health Information data and claims based upon
alleged violations of privacy rights through improper use or disclosure of Protected
Health Information(PHI)with a minimum annual limit of$1,000,000.
v. Automobile Liability: Provider agency shall maintain limits of$1,000,000 for bodily
injury per person, $1,000,000 for bodily injury for each accident, and$1,000,000 for
property damage applicable to all vehicles operating both on County property and
elsewhere, for vehicles owned, hired, and non-owned vehicles used in the performance
of this Contract.
f. Provider agency shall secure and deliver to the County at or before the time of execution of this
Agreement, and shall keep in force at all times during the term of the Agreement as the same may
be extended as herein provided, a commercial general liability insurance policy, including public
liability and property damage, in form and company acceptable to and approved by said
Administrator, covering all operations hereunder set forth in the related Bid or Request for
Proposal.
g. Proof of Insurance: County reserves the right to require the Provider agency to provide a
certificate of insurance,a policy, or other proof of insurance as required by the County's Risk
Administrator in his sole discretion.
h. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability,
liquor liability, and inland marine, Provider agency insurer shall name County as an additional
insured.
i. Waiver of Subrogation: For all coverages, Provider agency insurer shall waive subrogation rights
against County.
j. Subcontractors: All subcontractors, subcontractors, independent Contractors, sub-vendors,
suppliers or other entities providing goods or services required by this Agreement shall be subject
to all of the requirements herein and shall procure and maintain the same coverage's required of
Provider agency. Provider agency shall include all such subcontractors, independent Contractors,
sub-vendors suppliers or other entities as insureds under its policies or shall ensure that all
subcontractors maintain the required coverages. Provider agency agrees to provide proof of
insurance for all such subcontractors, independent Contractors, sub-vendors suppliers or other
entities upon request by the County.
20. Non-Assignment
a. Provider agency may not assign or transfer this Agreement or any interest therein or claim
thereunder, without the prior written approval of County. Any attempts by Provider agency to
assign or transfer its rights hereunder without such prior approval by County shall, at the option
of County, automatically terminate this Agreement and all rights of Provider agency hereunder.
Such consent may be granted or denied at the sole and absolute discretion of County.
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21. Examination of Records
a. To the extent required by law,the Provider agency agrees that a duly authorized representative of
County, including the County Auditor, shall have access to and the right to examine and audit any
books, documents, papers and records of Provider agency, involving all matters and/or
transactions related to this Agreement. The Provider agency agrees to maintain these documents
for three years from the date of the last payment received.
22. Interruptions
a. Neither party to this Agreement shall be liable to the other for delays in delivery or failure to
deliver or otherwise to perform any obligation under this Agreement, where such failure is due to
any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes,
war, flood,earthquakes or Governmental actions.
23. Notices
a. County may designate, prior to commencement of work, its project representative("County
Representative")who shall make,within the scope of his or her authority, all necessary and
proper decisions with reference to the project. All requests for contract interpretations, change
orders, and other clarification or instruction shall be directed to County Representative.The
County Representative for purposes of this Agreement is hereby identified as, Eva M. Jewell. All
notices or other communications(including annual maintenance made by one party to the other
concerning the terms and conditions of this contract shall be deemed delivered under the
following circumstances):
i. personal service by a reputable courier service requiring signature for receipt; or
ii. five(5)days following delivery to the United States Postal Service, postage prepaid
addressed to a party at the address set forth in this contract; or
iii. electronic transmission via email at the address set forth below,where a receipt or
acknowledgment is required by the sending party; or
iv. transmission via facsimile,at the number set forth below, where a receipt or
acknowledgment is required by the sending party.
b. Either party may change its notice address by written notice to the other.
Notification Information:
Provider agency: First Light Home Care
Attn.: Irish Martin-Danhoff
Address: 1300 Plaza Court, Suite 202
Address: Lafayette, CO 80026
Email: idanhoff@firstlighthomecare.com
County:
Name: Eva Jewell
Position: Weld County Area Agency on Aging Division Head
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Address: 315 North 11th Ave Building C or P.O. Box 1805
Address: Greeley CO 80631
Email: ejewell@weldgov.com
Facsimile: 970-346-6951
24. Compliance with Law
a. Provider agency 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.
25. Non-Exclusive Agreement
a. This Agreement is nonexclusive and WCAAA may engage or use other Provider agencies or
persons to perform services of the same or similar nature.
26. Entire Agreement/Modifications
a. This Agreement including the Exhibits attached hereto and incorporated herein,contains the
entire agreement between the parties with respect to the subject matter contained in this
Agreement. This instrument supersedes all prior negotiations, representations, and
understandings or agreements with respect to the subject matter contained in this Agreement.
This Agreement may be changed or supplemented only by a written instrument signed by both
parties.
27. Fund Availability
a. Financial obligations of WCAAA payable after the current fiscal year are contingent upon funds
for that purpose being appropriated, budgeted and otherwise made available. Execution of this
Agreement by WCAAA does not create an obligation on the part of County to expend funds not
otherwise appropriated in each succeeding year.
28. Employee Financial Interest/Conflict of Interest—C.R.S. §§24-18-201 et seq. and §24-50-507
a. The signatories to this Agreement state that to their knowledge,no employee of Weld County has
any personal or beneficial interest whatsoever in the service or property which is the subject
matter of this Agreement. County has no interest and shall not acquire any interest direct or
indirect,that would in any manner or degree interfere with the performance of Provider agency's
services and Provider agency shall not employ any person having such known interests. During
the term of this Agreement, Provider agency shall not engage in any business or personal
activities or practices or maintain any relationships which actually conflicts with or in any way
appear to conflict with the full performance of its obligations under this Agreement. Failure by
Provider agency to ensure compliance with this provision may result, in County's sole discretion,
in immediate termination of this Agreement.No employee of Provider agency nor any member of
Provider agency's family shall serve on a County Board, committee or hold any such position
which either by rule, practice or action nominates, recommends, supervises Provider agency's
operations, or authorizes funding to Provider agency.
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29. Severability
a. If any term or condition of this Agreement shall be held to be invalid, illegal, or unenforceable by
a court of competent jurisdiction,this Agreement shall be construed and enforced without such
provision,to the extent that this Agreement is then capable of execution within the original intent
of the parties.
30. Governmental Immunity
a. 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., as applicable now or hereafter
amended.
31. No Third Party Beneficiary
a. It is expressly understood and agreed that the enforcement of the terms and conditions of this
Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the
undersigned parties and nothing in this Agreement shall give or allow any claim or right of action
whatsoever by any other person not included in this Agreement. It is the express intention of the
undersigned parties that any entity other than the undersigned parties receiving services or
benefits under this Agreement shall be an incidental beneficiary only.
32. Board of County Commissioners of Weld County Approval
a. This Agreement shall not be valid until it has been approved by the Board of County
Commissioners of Weld County, Colorado or its designee.
33. Choice of Law/Jurisdiction
a. Colorado law, and rules and regulations established pursuant thereto, shall be applied in the
interpretation,execution, and enforcement of this Agreement. Any provision included or
incorporated herein by reference which conflicts with said laws,rules and/or regulations shall be
null and void. In the event of a legal dispute between the parties, Provider agency agrees that the
Weld County District Court shall have exclusive jurisdiction to resolve said dispute.
34. Public Contracts for Services C.R.S. §8-17.5-101
a. Provider agency certifies, warrants,and agrees that it does not knowingly employ or contract with
an illegal alien who will perform work under this contract. Provider agency will confirm the
employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Agreement,through participation in the E-Verify program or the State
of Colorado program established pursuant to C.R.S. §8-17.5-102(5)(c). Provider agency shall not
knowingly employ or contract with an illegal alien to perform work under this Agreement or
enter into a contract with a subcontractor that fails to certify with Provider agency that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under
this Agreement. Provider agency shall not use E-Verify Program or State of Colorado program
procedures to undertake pre-employment screening or job applicants while this Agreement is
being performed. If Provider agency obtains actual knowledge that a subcontractor performing
work under the public contract for services knowingly employs or contracts with an illegal alien
Provider agency shall notify the subcontractor and County within three(3)days that Provider
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agency has actual knowledge that a subcontractor is employing or contracting with an illegal alien
and shall terminate the subcontract if a subcontractor does not stop employing or contracting with
the illegal alien within three(3)days of receiving notice. Provider agency shall not terminate the
contract if within three days the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an illegal alien. Provider agency
shall comply with reasonable requests made in the course of an investigation, undertaken
pursuant to C.R.S. §8-17.5-102(5),by the Colorado Department of Labor and Employment. If
Provider agency participates in the State of Colorado program, Provider agency shall,within
twenty days after hiring a new employee to perform work under the contract, affirm that Provider
agency has examined the legal work status of such employee, retained file copies of the
documents, and not altered or falsified the identification documents for such employees. Provider
agency shall deliver to County, a written notarized affirmation that it has examined the legal work
status of such employee, and shall comply with all of the other requirements of the State of
Colorado program. If Provider agency fails to comply with any requirement of this provision or
of C.R.S. §8-17.5-101 et seq., County, may terminate this Agreement for breach, and if so
terminated, Provider agency shall be liable for actual and consequential damages.
b. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if
Provider agency receives federal or state funds under the contract, Provider agency must confirm
that any individual natural person eighteen(18)years of age or older is lawfully present in the
United States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits
provided under the contract. If Provider agency operates as a sole proprietor, it hereby swears or
affirms under penalty of perjury that it: (a)is a citizen of the United States or is otherwise
lawfully present in the United States pursuant to federal law,(b) shall produce one of the forms of
identification required by C.R.S. § 24-76.5-101, et seq., and(c) shall produce one of the forms of
identification required by C.R.S. § 24-76.5-103 prior to the effective date of the contract.
35. Acknowledgement
a. County and Provider agency acknowledge that each has read this Agreement, understands it and
agrees to be bound by its terms. Both parties further agree that this Agreement, including
attachment Exhibit A, is the complete and exclusive statement of agreement between the parties
and supersedes all proposals or prior agreements, oral or written, and any other communications
between the parties relating to the subject matter of this Agreement.
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IN WITNESS WHEREOF,the parties hereto have signed this Agreement this 22nd day of March,2016.
CONTRACT/PROFESSIONAL:
First Light Home Care
1300 Plaza Court, Suite 202
Lafayette, CO 80026
By Date 349 lea
Name: Irish Martin-Danhoff
Title: A)7t.rZ
WELD COUNTY:
ATTEST: d„,:of.„ BOARD OF COUNTY COMMISSIONERS
Weld Coup Clerk to the Board WELD COUNTY, COLORADO
BY:
Deputy Clerk to Board �; .`t ate Mike Freeman,Chair APR 13 2016
40 ft 4;2
APPROVED AS TO SUBSTANCE:
El c ed Offici 1 or Depa ent He
p2o/‘ /056) 17
Exhibit A
HIPAA BUSINESS ASSOCIATE ADDENDUM
This Business Associate Addendum("Addendum") is a part of the Contract dated July 1, 2015 between the
Department of Human Services Weld County Area Agency on Aging and First Light Home Care. For purposes of
this Addendum,the Weld County Department of Human Services Area Agency on Aging is referred to as
"Covered Entity" or "CE" and First Light Home Care 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 written 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.
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 HIP AA
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
18
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. Associate accepts full responsibility for any penalties incurred as a result of Associate's
breach of the HIPAA Rules.
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 two(2)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.
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 the same provisions as this
Addendum and further identifying CE as a third party beneficiary with rights of enforcement and
19
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.
h. Accounting Rights. If Associate maintains Protected Information contained within CE's Designated
Record Set, 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.
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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(d)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).
n. Notice of Privacy Practices. Associate shall be responsible for reviewing CE's Notice of Privacy
Practices,available on CE's external website,to determine any requirements applicable to Associate
per this Contract.
o. Notification of Breach. During the term of this Contract, Associate shall notify CE within two(2)
business days of any suspected or actual breach of security, intrusion or unauthorized use or
disclosure of PHI 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.
p. 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.
q. 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
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Protected Information transmitted pursuant to the Contract, in accordance with the standards and
requirements of the HIPAA Rules.
r. 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 the Contract, in accordance with the standards and requirements
of the HIPAA Rules.
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 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:
(I) 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.
(3) Compensation. Payment for completed supplies delivered and accepted by CE shall be at the
Contract price. In the event of a material breach under paragraph 4a, CE may withhold amounts
due Associate as CE deems necessary to protect CE against loss from third party claims of
improper use or disclosure and to reimburse CE for the excess costs incurred in procuring
similar goods and services elsewhere.
(4) Erroneous Termination for Default. If after such termination it is determined, for any reason,
that Associate was not in default,or that Associate's action/inaction was excusable, such
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termination shall be treated as a termination for convenience, and the rights and obligations of
the parties shall be the same as if this Contract had been terminated for convenience, as
described in this Contract.
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 and does not terminate this Contract pursuant to Section 4(a),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 either(i)terminate the Contract, if feasible or
(ii) if termination of this Contract is not feasible, CE shall report Associate's breach or violation to the
Secretary of the Department of Health and Human Services. 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. Judicial or Administrative Proceedings. Either party may terminate the Contract, effective
immediately, if(i)the other party is named as a defendant in a criminal proceeding for a violation of
the HIPAA Rules or other security or privacy laws or(ii)a finding or stipulation that the other party
has violated any standard or requirement of the HIPAA Rules or other security or privacy laws is
made in any administrative or civil proceeding in which the party has been joined.
d. 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 PHI, Associate shall certify in writing to CE that
such PHI has been destroyed.
(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 Contractor
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.
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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.
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 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, 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.
14. Survival of Certain Contract Terms.Notwithstanding anything herein to the contrary, Associate's
obligations under Section 4(d)("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
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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.
15. Representatives and Notice.
a. Representatives. For the purpose of the Contract,the individuals identified elsewhere in this Contract
shall be the representatives of the respective parties. If no representatives are identified in the
Contract,the individuals listed below are hereby designated as the parties'respective representatives
for purposes of this Contract. Either party may from time to time designate in writing new or
substitute representatives.
b. Notices. All required notices shall be in writing and shall be hand delivered or given by certified or
registered mail to the representatives at the addresses set forth below.
State/Covered Entity Representative:
Name: Eva Jewell
Title: Division Head
Department and Division: Weld County Department of Human Services Area Agency on Aging
Address: 315 North 11th Ave PO Box 1805
Greeley, Colorado 80631
Contractor/Business Associate Representative:
Name: Irish Martin-Danhoff
Title: Director
Department and Division: First Light Home Care
Address: 1300 Plaza Court, Suite 202
Lafayette, CO 80026
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ATTACHMENT A
This Attachment sets forth additional terms to the HIPAA Business Associate Addendum,which is part of the
Contract dated July 1, 2015, between Weld County Department of Human Services Area Agency on Aging and
First Light Home Care,("Contract")and is effective as of July 1, 2015 (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:
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:
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:
4. Receipt. Associate's receipt of Protected Information pursuant to this Contract shall be deemed to occur as
follows, and Associate's obligations under the Addendum shall commence with respect to such PHI upon such
receipt:
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:
6. Additional Terms. [This section may include specifications for disclosure format, method of transmission,
use of an intermediary, use of digital signatures or PKI, authentication, additional security of privacy
specifications, de-identification or re-identification of data and other additional terms.]
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Exhibit B
Weld County Area Agency on Aging In-Home Services Voucher Program
Instructions for completing voucher
1. When a consumer is awarded units/hours of service,the WCAAA will generate a voucher that includes
the name and contact information of the consumer, invoice number, date of issue, number of units/hours
awarded,and expiration date of the voucher.
2. Vouchers are valid for a six month period of time unless otherwise indicated. At the end of voucher
period,the consumer will be reassessed by the WCAAA for the program and if applicable,they will be
issued a new voucher for ongoing units of service.
3. Consumers will be notified advising them of the number of units/hours awarded and the expiration date of
the voucher.
4. WCAAA will confirm with consumers which Provider agency they have chosen to provide services.
WCAAA will contact the Provider agency and provide them with a copy of the voucher. The voucher will
be used by providers for reimbursement during that voucher period(expiring every six months during a
fiscal year July 1-June 30. If consumer is approved in September,the voucher will expire December 31
and may be eligible for another six months beginning January 1 expiring June 30).
5. Provider agency is responsible for obtaining and verifying with the WCAAA that the consumer has a
valid voucher before providing services.
6. The Provider agency will need to complete and submit the voucher each month to be reimbursed for units
of service rendered.
• Vouchers must be received by the 10th of each month for processing.
• In addition to individual vouchers, Provider agency will submit an invoice for the services
delivered for the month.
• If Provider agency has more than one consumer receiving services through the WCAAA In-
Home Services Voucher Program,all may be listed on one company invoice with number of
hours/units provided with corresponding vouchers attached.
• The submission of the completed voucher and invoice by the Provider agency is the request for
payment.
7. In the event of a program audit, Provider agency must be able to show proof that a visit and services were
provided.
8. All information inside the center box of the voucher should be completed by the Provider agency each
month, and the voucher must be signed by an authorized agency representative in order for the voucher to
be processed for payment.
9. Vouchers with missing information or signatures will be returned to Provider agency to be completed and
returned for payment.
10. Payments will be processed and mailed to provider upon receipt of completed voucher(s)and invoice
generally within three to four weeks.
11. Provider agency must track units/hours of service and will not be reimbursed for any services other than
those indicated on the Task Sheet without prior approval from the WCAAA.
12. Provider agency will not be reimbursed for any units of service provided that exceeds units/hours of
service allocated on the voucher without prior approval from the WCAAA.
13. Only the homemaker/personal care services outlined in the In-Home Services Voucher Program
Eligibility Guidelines are reimbursable services.
14. Vouchers may be submitted by email or fax:
• Email: mshepard@weldgov.com
• FAX: (970) 346-6951 Attn: Michelle Shepard
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Exhibit C
Weld County Area Agency on Aging(Region 2B)
Consumer Complaints, Appeals and Hearings Procedure
Updated December 2015
Consumer Complaint
Any older adult, his/her representative, or caregiver applying or receiving services under the Older Americans Act
or State Funding for Senior Services by the Weld County Area Agency on Aging(WCAAA), or a contractor of
the WCAAA, has the right to submit a complaint.
You may file your complaint in person, by telephone,email, or in writing within thirty(30)days of the action or
incident. Complaints shall be forwarded to the appropriate agency for follow-up and resolution. Complaints shall
be resolved at the lowest possible level. If the complaint cannot be resolved at the local level, it may be appealed.
The direct service provider receiving the complaint shall investigate and resolve the complaint. The direct service
provider may be the WCAAA or a contractor of the WCAAA.
Weld County Area Agency on Aging
(970)346-6950
PO Box 1805
Greeley, CO 80632
Written notice of the resolution shall be sent to the complainant within fifteen(15)working days from the time
the agency receives the complaint.
Consumer Appeal
At any time the complainant may contact that State Unit on Aging or if the complainant is dissatisfied with the
complaint resolution, a written appeal may be filed with the State Unit on Aging Director within ten(10)calendar
days of receipt of the decision at:
Colorado Department of Human Services, State Unit on Aging
1575 Sherman Street, 10th Floor
Denver, CO 80203-1702
(888) 866-4243 (Toll Free)
The State Unit on Aging Director or designee shall complete a review of the complaint and resolution of that
complaint, including all pertinent documentation or new information that may be available. The State Unit on
Aging will provide a written response, including notification of the complainant's rights to an Administrative Law
Judge hearing as described in Section 10.507 if he/she is dissatisfied with the resolution of the appeal,to the
complainant within thirty(30)calendar days of the receipt of appeal.
The appeal procedure may be terminated at any time if the individual and service provider negotiate a written
agreement that resolves the issue in question. Upon termination,the complainant shall file with the WCAAA or
the State Unit on Aging,whichever is applicable, a written notice stating the reason for the termination.
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