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Home My WebLink About20151920.tiffPURCHASE SERVICE AGREEMENT AMENDMENT BETWEEN THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES AND REHABILIATION AND VISITING NURSE ASSOCIATION, LLC CorvArv.3" 16 -7- 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 Rehabilitation and Visiting Nurse Association, LLC, hereinafter referred to as the "RVNA". WHEREAS the parties entered into an Agreement to purchase Homemaker and Personal Care Services (the "Original Agreement") identified by the Weld County Clerk to the Board of County Commissioners as document No. 2015- 1920, approved on July 1, 2015. WHEREAS the parties amended the Original Agreement on May 2, 2016 WHEREAS the parties hereby agree to amend the term(s) of the Original Agreement in accordance with the terms of the Original Agreement and the previous amendment, which are 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 extend through June 30, 2017. This amendment will terminate immediately in the event of loss of funding. • This Amendment, together with the Original Agreement and the amendment executed on May 2, 2016, constitutes the entire understanding between the parties. The following change is hereby made to the agreement documents: 1. The AAA herby agrees to award grant monies in the sum of $80,000 ($26,175 Older Americans Act and $53,825from the Older Coloradoans Fund) for the period of July 1, 2016 through June 30, 2017. AAA will reimburse RVNA at $25.25 per hour. RVNA agrees to provide a total of 3,168 units of services for eligible seniors. 2. RVNA understands that additional clients cannot be added to this contract's program client roster. All new clients that are interests in receiving Homemaker and Personal Care Services through the Older Americans Act must be referred to the AAA's In -Home Voucher Program. • 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: ddritvt) W.J.c4);‘,e Weld • my Clerk to the Board By Deputy CIer,4to the Board WELD COUNTY DEPARTME HUMAN SERVICES See OnBase Judy Griego, Director WELD COUNTY AREA AGENCY ON AG Loretta Follett, Executive Director Eva M. Jewell, Di ision ead COUNTY: BOARD OF COUNTY COMMISSIONERS WELD COUNTY COLORDO Mike Freeman, Chair JUN 2 9 2016 ONTRACTOR: ehabilitation and Visiting Nurse Association 105 Clubhouse Road reeley, CO 80634 &alb uincl2o, 2016 /-/-rD(6/4) 6•a9..aa6 &oiS- Nolo (i) flkooVo MEMORANDUM DATE: April 8, 2016 TO: Board of County Commissioners — Pass -Around FR: Judy A. Griego, Director, Human Services RE: Weld County Department of Human Services' Area Agency on Aging (AAA) Purchase of Services Contract Amendments 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 Contract Amendments. The Area Agency on Aging (AAA) is seeking permission from the Commissioners to allow the Department to redistribute available Older Americans Act and Older Coloradoan funds to the Area Agency on Aging contractors listed below, via contract amendments. The Department requests approval to allow the AAA to reduce the amount originally requested for Rehabilitation and Visiting Nurse Association (RVNA) FY16 Purchase of Services Agreement, due to their inability to provide the quantity of services that were initially agreed upon. RVNA, the Area Agency on Aging's Home Health Care contracting agency, will be unable to spend all of the dollars that were allocated to them through a FY16 Purchase of Services Agreement by June 30, 2016. Due to a delay in hiring for and implementing the In -Home Voucher program, the Area Agency on Aging also has internal program dollars available for redistribution. We request to reallocate $20,000 from RVNA and $31,000 from our internal program areas and redistribute them to the vendors listed below. The recommendations for redistribution and reduction of funds were discussed and approved by the members of the Weld County Area Agency on Aging Advisory Board at the March 10, 2016 Advisory Board meeting. The first three contractors listed below have the capacity to use the dollars and to service our intended target population of senior 60 years and older. If we do not redistributed these dollars before the end of the fiscal year, we will lose these dollars and the dollars may be re -distributed to other Area Agencies in the state. • Meals on Wheels (MOW) - Request to increase funding for home delivered meals from $140,000 to $180,000. The additional dollars will allow MOW to provide an additional 6,666 meals at the rate of $6.00 per meal. • Senior Resource Services (SRS) — Request to increase funding for transportation from $70,000 to $75,000. The additional dollars will allow SRS to provide an additional 398 rides at the rate of $12.55 per ride. o2ai,� / 9OZP Abe co FL Pass -Around Memorandum; April 8, 20 Page 1 �� cam: 14/6_,D • North Range Behavioral Health (NRBH) — Request to increase funding for Senior Peer Counseling from $80,000 to $86,000. The additional dollars will allow NRBH to provide an additional 281 hours of peer counseling services at the rate of $21.34. • Rehabilitation and Visiting Nurse Association (RVNA) — Request to reduce allocated funding for RVNA services from $115,000 to $95,000, due to their inability to serve the number of clients and units of services initially agreed upon. I do not recommend a Work Session. I recommend approval of these Contract Amendments. Approve Request BOCC Agenda Work Session Sean Conway Steve Moreno Barbara Kirkmeyer Mike Freeman Julie Cozad Pass -Around Memorandum; April 8, 2016 Page 2 PURCHASE SERVICE AGREEMENT AMENDMENT BETWEEN THE WELD COUNTY DEPARTMENT OF HUMAN SERVICES AND REHABILITATION AND VISITNG NURSE ASSOCIATION This Agreement Amendment, made and entered into 1�` day of April, 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 Rehabilitation and Visiting Nurse Association, hereinafter referred to as the "RVNA". 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. 2015- 1920, approved on July 1, 2015. 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 Original Agreement will end on June 30, 2016. • The Amendment, together with the Original Agreement, constitutes the entire understanding between the parties. The following change is hereby made to the agreement documents: 1. The AAA will decrease the allowed reimbursement amount from $ 115,000 to $95,000, reimbursing RVNA at $25.25 per unit of service. RVNA agrees to provide a total of 3,762 units of services for eligible seniors. 2. Both parties agreed that RVNA will be unable to provide the initially agreed upon units of service due to limited staffing and current number of actively enrolled clients in homemaker and personal care program. • 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 writte , G( ATTEST: ildt4 �i. Lp;dk, Weld County Clerk to the Board By: Deputy Clerk WELD COUNTY DEPARTMEN HUMAN SERVIC WELit COUNTY AREA AGENCY ON AGING Eva M. Jewellibivis}QnJead COUNTY: BOARD OF COUNTY COMMISSIONERS WELD COUNTY COLORDO Mike Freeman, Chair MAY 0 2 WWIS CONTRACTOR: Rehabilitation and Visiting Nurse Association 2105 Clubhouse Road Greeley, CO 80634 ,ggittZtb Loretta Follett, President/CEO 02o/ _ / 9020 (/ ) RESOLUTION RE: APPROVE PURCHASE OF SERVICES AGREEMENT AND AUTHORIZE CHAIR TO SIGN - REHABILITATION AND VISITING NURSE ASSOCIATION WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Purchase of Service Agreement 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 Rehabilitation and Visiting Nurse Association, commencing July 1, 2015, and ending June 30, 2016, 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 Purchase of Services Agreement 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 Rehabilitation and Visiting Nurse Association, 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 1st day of July, A.D., 2015. 4J iaC ATTESTdtA4110;6k Weld County Clerk Jto the Board Attorney Date of signature: / f aq BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO / 2u r� arbara Kirkmeye , Chair / Steve Moreno Mike Freeman, Pro-Tem Cc,.. shp 2015-1920 HR0086 MEMORANDUM DATE: June 18, 2015 1'O: Board of County Commissioners— Pass -Around FR: Judy A. Griego, Director, Human Services RE: Purchase of Services Agreements between the Weld County Department of Ilumen Services' Area Agency on Aging (AAA) and 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 for Purchase of Services Agreements between the Departments' Area Agency on Aging (AAA) and Various Providers. AAA desires to purchase outreach services from the below providers. "I he term of these agreements begins upon the date of the execution of the agreement by the County and shall continue through June 30, 2016. Provider Service FY16 I.:nit Cost FY16 Contract FYI5 Current Unit Cost FY 15 Current Contract Catholic Charities Northern Hispanic Outreach $33.00 $60,000 Expenditure based $60,000 Catholic Charities Northern Case Management $40.00 $30,000 New Service New Service Colorado Legal Services Legal Services $100.00 ¶70.000 Was provided in- house Was provided In-house Eldergarden Adult Day Program ¶16.88 $50,000 ¶15.69 $50,000 Commission Now, LLC dba The Greeley Gopher Senior Nutrition Meal "transport $7472.00 plus Fuel surcharge $100,000 $7,261.00 $100,000 Meats on Wheels Home Delivered Meals $6.00 $140.000 $5.73 $130.000 North Range Behavioral I Iealth Peer Counseling $21.34 $80,000 $21.33 $80.000 Rehabilitation and Visiting Nurse Association I lomcmaker and Personal Care $25.25 S 115.000 $24.74 $I 15.000 Senior Resource Services Volunteer Transportation $12.55 $70,000 $1 1.98 $50.000 I do not recommend a Work Session. I recommend approval of these Agreements. A rove Request 1.1OOO A ,enda Work Session Sean Conway Steve Moreno Barbara Kirkmcyer Mike Freeman Julie Cozad 2015-1920 Pass -Around Memorandum; June 18, 2015 Page 1 „.?0/5--/9a0 (I) Cant e,t- lb /1/ PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT, made and entered into this 1 s` day of July 2015 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 "AAA" and Rehabilitation and Visiting Nurse Association hereinafter referred to as "RVNA". WITNESSETH: WHEREAS, AAA develops and administers the Area Plan for a comprehensive and coordinated system of services, and WHEREAS, AAA serves as the advocate and focal point for older persons with the greatest economic and social need, and WHEREAS, RVNA is a private, non-profit organization existing for the purpose of providing home health care services to residents of Weld County, and WHEREAS, AAA desires to purchase home health care for low-income seniors from RVNA NOW THEREFORE, it is mutually agreed: 1. The AAA hereby agrees to award grant monies the sum of $115 000 ($21,175 Older American Act Funds and $93,825 State Funds) to RVNA. 2. The AAA agrees to reimburse RVNA for all eligible project costs up to by not exceeding the sum of $115,000 at an hourly rate of $25.25 for homemaker and personal care. 3. RVNA agrees to provide a total of 4554 units of homemaker/personal care services to 90 clients with the goal of reaching 25 rural seniors, and 13 minority seniors. 4. RVNA agrees to commence services with thirty (30) days after the signing of the Agreement and assure completion of all services required hereunder by June 30, 2016. 5. RVNA agrees to document and report any project income received as a result of services provided under the Agreement. 6. RVNA agrees to include the following statement in any written materials (pamphlets, brochures, announcements, etc.) or in any verbal presentations: RVNA is supported, in part by funds provided by the Weld County Area Agency on Aging through the Older Americans Act. 7. RVNA understands that AAA is required to conduct periodic evaluations of the activities conducted under this Agreement and to monitor on an ongoing basis the performance of RVNA to insure that the funds made available by the Agreement are expended in keeping with the purposes for which they were awarded; and RVNA accordingly agrees to cooperate fully with the AAA 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 AAA for the purpose of audit; and further agrees to do all things necessary to enable AAA to fulfill its obligation to the State of Colorado and the United States Government. 8. Any changes, including any increase or decrease in the amount of RVNA's compensation, and including changes in budget allocations which are mutually agreed upon by and between the AAA and RVNA, shall be incorporated in written amendments to this Agreement and in appropriate revisions to the grant proposal. 9. RVNA understands and agrees that the following provisions are part of the official application and as such become binding upon commencement of the project: 1 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 AAA. b. Understands that if there is Federal/State program income unearned at the time the project is terminated, this amount must be returned to the AAA unless the AAA otherwise stipulates. c. Understands that the project's fiscal affairs are subject to audit. If costs are disallowed, the proportion of Federal/State funds disallowed must be returned to the AAA. d. Understands that this award is made for the period amounts stated in this Agreement. This Agreement in no way implies further funding which is contingent upon the availability of funds and approval of future project applications. e. Agrees to keep records and make reports on the forms required by the AAA and in accordance with guidelines issued by the State of Colorado and the Administration on Aging, specifically, i. To submit monthly financial and programmatic reports to the AAA by the 10th of the following month; ii. To submit other reports to the AAA as requested; iii. Maintain a computer system that will be able to manage all required AAA reporting software; iv. Maintain Internet access in order to transfer all required data to the AAA. f. Agrees to advise the AAA of needed program and financial changes and await approval from the AAA prior to change implementation. g. Agrees to have policies and procedures for complaint/appeal tracking, timely disposition of complaints/appeals and documentation of such processes. h. Agrees to have a client grievance policy, which will address any alleged infractions of any federal state or local laws by RVNA against recipients of or applicants for services. i. Agrees to have a policy and procedure for wait lists that meets the requirements set forth by the AAA. J• Agrees to provide recipients receiving services the opportunity to contribute to all or part of the cost of the services received. Each recipient shall be given the opportunity to determine if they are able to contribute to all or part of the cost of services. No recipient shall be denied a service because of a failure to contribute to all or part of the cost of the service. All contributions shall be considered program income. All contributions shall be used to expand the services for which the contributions were given. k. Agrees that local cash or in -kind contributions have not been used to satisfy or match another federal grant or funds. Supplies, volunteer services, and other in -kind contributions shall be valued as described under 45 C.F.R. 874.5. All matching contributions, including cash and in -kind shall be verifiable from agency records. I. 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 AAA and the State Unit on Aging. 2 10. Performance Measures a. The Performance Measures Process. As set forth and defined herein, "Performance Focus" is a performance -based analysis strategy the Parties shall use in association with the Contractor's performance hereunder that allows the Parties to better focus on and improve performance outcomes to obtain maximum benefits from the work of the Contractor under this Contract. By identifying areas of focus, the Parties shall determine what aspects of the Contractor's performance hereunder are working and what aspects of said performance need improvement. By measuring the impact of day-to-day work of the Contractor hereunder, the Parties will be able to make more informed collaborative decisions to align the work of the Contractor to affect more positive performance outcomes and change for the purposes served through this Contract. b. Performance Measures Reports. Performance Measures Reports shall reflect relevant report data for the Performance Measures identified hereunder to be tracked on an ongoing basis through the Contract Performance Focus process. Performance Measures shall continue to evolve to meet the objective of measuring key performance outcome indicators for the work of the Contractor hereunder. Performance Measures may be changed via a contract amendment. c. Contract Performance Measures The Contractor agrees on the following initial Performance Measures. I. Measure: The Contractor shall increase unduplicated consumers served in comparison to the same month in 2014. 2. Measure: In a consumer satisfaction survey provided by the State Unit on Aging (SUA) the contractor shall provide surveys to fifty percent (50%) of registered consumers within the contractor's region during the month of February. The results shall be summarized by the contractor and submitted to the AAA by May 1. The summarized results shall show the following measures: I. 80% of responding consumers identify the services received through OAA/SFSS maintain or improve their independence 1 I . Term. The term of this Agreement begins upon the date of the execution of this Agreement by County, and shall continue through June 30, 2016. 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 County for periods longer than one year. Therefore, within the thirty (30) days preceding the anniversary date of this Agreement, County shall notify Contractor if it wishes to renew this Contract. 12. Termination. County 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 notice upon a material breach of the terms of the Agreement. Upon termination, County shall take possession of all materials, equipment, tools and facilities owned by County which Contractor is using, by whatever method it deems expedient; and, Contractor shall deliver to County all drawings, drafts or other documents it has completed or partially completed under this Agreement, together with all 3 other items, materials and documents which have been paid for by County, and these items, materials and documents shall be the property of County. Upon termination of this Agreement by County, Contractor 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. 13. Extension or Modification. Any amendments or modifications to this agreement shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services. 14. Compensation/Contract Amount. In no event shall County be required to pay Contractor more than the available grant funds contemplated in this Agreement, nor more than that amount stated in paragraph 1. Contractor 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. Contractor shall provide invoices to County on a monthly basis. Monthly supporting documentation shall match units of service in the data reporting system to the monthly invoice. County shall pay all such invoices, unless in dispute, within 30 days of receipt. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor 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. 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. IS. Independent Contractor. Contractor agrees that it is an independent Contractor and that Contractor's 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. Contractor shall perform its duties hereunder as an independent Contractor. Contractor shall be solely responsible for its acts and those of its agents and employees for all acts performed pursuant to this Agreement. Contractor, 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. 16. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the completion of this Project without County's prior written consent, which may be withheld in County's sole discretion. 17. Ownership. All work and information obtained by Contractor under this Agreement or individual work order shall become or remain (as applicable), the property of County. 18. Confidentiality. Confidential financial information of Contractor should be transmitted separately from the main bid submittal, clearly denoting in red on the financial information at the top the word, "CONFIDENTIAL." However, Contractor is advised that as a public entity, Weld County must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. Contractor agrees to keep confidential all of County's confidential information. Contractor agrees not to sell, assign, distribute, or 4 disclose any such confidential information to any other person or entity without seeking written permission from the County. Contractor 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. 19. Warranty. Contractor 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. Contractor 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. 20. Acceptance of Services Not a Waiver. 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 Contractor. 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. 21. Insurance and Indemnification. General Requirements: Contractors/Contract Professionals 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. Contractors/Contract Professionals 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. The insurance coverage's specified in this Agreement are the minimum requirements, and these requirements do not decrease or limit the liability of Contractor/Contract Professional. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that might arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees, or subcontractors. The Contractor 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 Contractor and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. INDEMNITY: The Contractor 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 Contractor to conform to any statutes, ordinances, regulation, law or court decree. The Contractor 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. Types of Insurance: The Contractor/Contract Professional shall obtain, and maintain at all times during the term of any Agreement, insurance in the following kinds and amounts: Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance covering all of the Contractor'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 5 Contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such Contractor or subcontractor executes the appropriate sole proprietor waiver form. 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 Professional Liability: Professional liability insurance with minimum limits of liability of not less than $1,000,000, unless waived by the State. Privacy Insurance: If this Contract includes a HIPAA Associates Addendum exhibit, Contractor 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. Automobile Liability: Contractor/Contract Professional 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. Contractors/Contract Professionals 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. Proof of Insurance: County reserves the right to require the Contractor/Contract Professional 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. Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor liability, and inland marine, Contractor/Contract Professional's insurer shall name County as an additional insured. Waiver of Subrogation: For all coverages, Contractor/Contract Professional's insurer shall waive subrogation rights against County. 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 Contractor/Contract Professional. Contractor/Contract Professional 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. Contractor/Contract Professional agrees to provide proof of insurance for all such subcontractors, independent Contractors, sub -vendors suppliers or other entities upon request by the County. 6 22. Non -Assignment. Contractor may not assign or transfer this Agreement or any interest therein or claim thereunder, without the prior written approval of County. Any attempts by Contractor 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 Contractor hereunder. Such consent may be granted or denied at the sole and absolute discretion of County. 23. Examination of Records. To the extent required by law, the Contractor agrees that an 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 Contractor, involving all matters and/or transactions related to this Agreement. The Contractor agrees to maintain these documents for three years from the date of the last payment received. 24. Interruptions. 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. 25. Notices. 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): (a) personal service by a reputable courier service requiring signature for receipt; or (b) 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 (c) electronic transmission via email at the address set forth below, where a receipt or acknowledgment is required by the sending party; or (d) transmission via facsimile, at the number set forth below, where a receipt or acknowledgment is required by the sending party. Either party may change its notice address by written notice to the other. Notification Information: Contractor: Rehabilitation and Visiting Nurse Association Attn.: President, Loretta (Lori) S. Follett Address: 2105 Clubhouse Drive Address: Greeley, Colorado 80634 7 E-mail lorifollett@rvna.info County: Name: Eva Jewell Position: Weld County Area Agency on Aging Division Head Address: 315 North 1 It° Ave Building C or PO Box 1805 Address: Greeley, Colorado 80631 E-mail: ejewell@weldgov.com Facsimile: 970-346-6951 26. 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. 27. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use other Contractors or persons to perform services of the same or similar nature. 28. Entire Agreement/Modifications. 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. 29. Fund Availability. Financial obligations of the County 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 County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 30. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507. 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 Contractor's services and Contractor shall not employ any person having such known interests. During the term of this Agreement, Contractor shall not engage in any 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 Contractor to ensure compliance with this provision may result, in County's sole discretion, in immediate termination of this Agreement. No employee of Contractor nor any member of Contractor's family shall serve on a County Board, committee or hold any such position which either by rule, practice or action nominates, recommends, supervises Contractor's operations, or authorizes funding to Contractor. 31. Severability. 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. 8 32. 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., as applicable now or hereafter amended. 33. No Third Party Beneficiary. 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. 34. Board of County Commissioners of Weld County Approval. This Agreement shall not be valid until it has been approved by the Board of County Commissioners of Weld County, Colorado or its designee. 35. Choice of Law/Jurisdiction. 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, Contractor agrees that the Weld County District Court shall have exclusive jurisdiction to resolve said dispute. 36. Public Contracts for Services C.R.S. §8-17.5-101. Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this contract. Contractor 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). Contractor 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 Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. Contractor 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 Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien Contractor shall notify the subcontractor and County within three (3) days that Contractor 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. Contractor 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. Contractor 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 Contractor participates in the State of Colorado program, Contractor shall, within twenty days after hiring an new employee to perform work under the contract, affirm that Contractor 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. Contractor 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 Contractor 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, Contractor shall be liable for actual and consequential damages. Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if Contractor receives federal or state funds under the contract, Contractor must confirm that any individual natural person eighteen (18) 9 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 Contractor 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. Acknowledgment. County and Contractor 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. 10 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 Rehabilitation and Visiting Nurse Association. 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 Rehabilitation and Visiting Nurse Association 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 11 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. 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. 12 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 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 ofa 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. 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 13 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. I . 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, 14 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 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 15 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 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. (I) 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 16 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 seg. 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. 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. Assistance in Litigation or Administrative Proceeding. 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. 17 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 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 l Ith Ave PO Box 1805 Greeley, Colorado 80631 Contractor/Business Associate Representative: Name: Loretta (Lori) S. Follett Title: Director Department and Division: Rehabilitation and Visiting Nurse Association Address: 2105 Clubhouse Drive Greeley, Colorado 80634 18 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 Rehabilitation and Visiting Nurse Association, ("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: 19 6. Additional Terms. [This section may include specifications for disclosure format, method of transmission, use of an intermediary, use of digital signatures or NCI, authentication, additional security of privacy specifications, de -identification or re -identification of data and other additional terms.] IN WITNESS WHEREOF, the parties hereto have signed this Agreement this 25 day of June 2015. CONTRACTOR: Rehabilitation and Visiting Nurse Association 2105 Clubhouse Drive Greeley, CO 80634 By: P alaC.C.c b Date 9iiJ25l0 16 Name: Loretta"(Loyr'i�jFollett Title: Ji.2.itaiY1tw/ iti60 WELD C TY: ATTEST: Weld County Clerk to the BY: D-puty Clerk to the Bo APPROVED AS TO F DING: 1�7n . 1MinV. Controller APPROVED AS TO FORM: County Attorney BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO arbara Kirkmeyer JUL 01.2015 APPROVED AS TO SUBSTANCE: 20 o?o15'-19ao (t) Hello