HomeMy WebLinkAbout20150831.tiff RESOLUTION
RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR ADRC
TRANSITION-RELATED REFERRALS AND OPTIONS COUNSELING AND
AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with an Intergovernmental Agreement for
ADRC Transition-Related Referrals and Options Counseling between the County of Weld, State
of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Human Services-Aging and Disability Resources for Colorado (ADRC) Region 2B
Weld County Area Agency on Aging, and the Colorado Department of Health Care Policy and
Financing, commencing upon the later of either full execution of signatures or July 1, 2014, and
ending June 30, 2015, with further terms and conditions being as stated in said intergovernmental
agreement, and
WHEREAS, after review, the Board deems it advisable to approve said intergovernmental
agreement, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Intergovernmental Agreement for ADRC Transition-Related Referrals
and Options Counseling between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Department of Human Services
Department of Human Services-Aging and Disability Resources for Colorado (ADRC) Region 2B
Weld County Area Agency on Aging, and the Colorado Department of Health Care Policy and
Financing be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said intergovernmental agreement.
CC: N5b //Ai
2015-0831
HR0086
INTERGOVERNMENTAL AGREEMENT FOR ADRC TRANSITION-RELATED REFERRALS
AND OPTIONS COUNSELING
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 30th day of March, A.D., 2015
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, CO ORADO
ATTESV,eri f _ j C�(. jelai bt-ty_
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uw1 arbara Kirkmeye , Chair
Weld County Clerk to the Board 4 �(
Mike Freeman, Pro-Tem
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�e� ty Clerk to a Boar• , ,11.4_ 44
n P. Conway
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APPROVED AS TO FORM: `��� _ %'i
e A. Cozad______.*------'County Attorney l'��,
'T- Steve Moreno
Date of signature: LOU
2015-0831
HR0086
i$bl MEMORANDUM
lr_
DATE: March 12, 2015
G O N T Y TO: Barbara Kirkmeyer, Chair, Board of Cou ty Corn is 'oners
FROM: Judy A. Griego, Director, Human Servi De me t
•
RE: Weld County Department of Human Services Counseling
Contract with the Colorado Department of Health Care Policy
and Financing
Enclosed for Board approval is an ADRC-Transition-Related Referrals and Options
Counseling Contract between the Aging and Disability Resources of Colorado (ADRC)
Region 2B Weld County Department of Human Services' Area Agency on Aging and the
Colorado Department of Health Care Policy and Financing. The contract was reviewed under the
Board's Pass-Around Memorandum dated March 3, 2015, and approved for placement on the
Board's Agenda.
The Scope of Work is outlined in Exhibit A pages 1-10. The ADRC, which is a program that
exists within the Area Agency on Aging (AAA), will be required to provide Options Counseling
to residents in nursing homes who have formally indicated through the Section Q process a desire
to leave the nursing home and relocate in a community based setting.
The ADRC will be responsible for the Regional Outreach Plan and development of a Transition
Committee. The contract does have a sub-contracting option but due to the short period of time
that this contract will be in place, and administrative and fiscal oversight that would need to be
provided, AAA would prefer to provide the services directly to the residents of the nursing
homes.
AAA will be using existing staff to complete the scope of work for this contract period. If the
funding for this contract becomes available in FY16, and we are interested in entering into a
contract with Health Care Policy and Financing for Options Counseling, we will need to discuss
if we have staff capacity to meet the required scope of work.
If you have questions, please give me a call at extension 6510.
2015-0831
fOOgp
Contract Routing Number 2015001865
STATE OF COLORADO
Department of Health Care Policy and Financing
Intergovernmental Agreement with
Region 2B Weld County Area Agency on Aging
for
ADRC Transition-Related Referrals and Options Counseling
TABLE OF CONTENTS
1. PARTIES 1
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY 2
3. RECITALS 2
4. DEFINITIONS 2
5. TERM 3
6. STATEMENT OF WORK 4
7. PAYMENTS TO CONTRACTOR 4
8. REPORTING NOTIFICATION 6
9. CONTRACTOR RECORDS 6
10. CONFIDENTIAL INFORMATION 7
11. CONFLICTS OF INTEREST 9
12. REPRESENTATIONS AND WARRANTIES 9
13. INSURANCE 10
14. BREACH 13
15. REMEDIES 13
16. NOTICES AND REPRESENTATIVES 16
17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE 16
18. GOVERNMENTAL IMMUNITY 17
19. GENERAL PROVISIONS 17
20. ADDITIONAL GENERAL PROVISIONS 19
21. COLORADO SPECIAL PROVISIONS 23
HIPAA BUSINESS ASSOCIATE ADDENDUM
EXHIBIT A, STATEMENT OF WORK
EXHIBIT B, RATES
EXHIBIT C, SAMPLE OPTION LETTER
EXHIBIT D, CMS - R-0235 ADDENDUM
1. PARTIES
This Contract (hereinafter called "Contract") is entered into by and between Aging and
Disability Resources for Colorado (ADRC) Region 2B Weld County Area Agency on Aging
315 C. N. 1 l th Avenue Greely, Colorado 80631 (hereinafter called "Contractor"), and the
STATE OF COLORADO acting by and through the Department of Health Care Policy and
Financing, 1570 Grant Street, Denver, Colorado 80203 (hereinafter called the "State" or
c)20/5- ooc
"Department"). Contractor and the State hereby agree to the following terms and
conditions.
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
This Contract shall not be effective or enforceable until it is approved and signed by the
Colorado State Controller or designee (hereinafter called the "Effective Date"). The State
shall not be liable to pay or reimburse Contractor for any performance hereunder including,
but not limited to,costs or expenses incurred, or be bound by any provision hereof prior to
the Effective Date.
3. RECITALS
A. Authority,Appropriation, and Approval
Authority to enter into this Contract exists in Colorado Revised Statutes (CRS) at
§25.5-6-106, et seq, and funds have been budgeted, appropriated and otherwise
made available and a sufficient unencumbered balance thereof remains available
for payment. Required approvals, clearance and coordination have been
accomplished from and with appropriate agencies.
B. Consideration
The Parties acknowledge that the mutual promises and covenants contained herein
and other good and valuable consideration are sufficient and adequate to support
this Contract.
C. Purpose
The purpose of this Contract is to expand the capacity of Aging and Disability
Resources for Colorado (ADRC) to enable an ADRC site to respond to Minimum
Data Set(MDS)3.0 Section Q referrals,and to provide options counseling to those
nursing home residents referred.
D. References
All references in this Contract to sections (whether spelled out or using the
§symbol), subsections, exhibits or other attachments, are references to sections,
subsections,exhibits or other attachments contained herein or incorporated as a part
hereof, unless otherwise noted.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
A. "Contract" means this Contract, its terms and conditions, attached addenda,
exhibits,documents incorporated by reference under the terms of this Contract,and
any future modifying agreements, exhibits, attachments or references incorporated
herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies.
B. Exhibits and other Attachments. The following documents are attached hereto and
incorporated by reference herein:
HIPAA Business Associate Addendum
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1
Exhibit A, Statement of Work
Exhibit B, Rates
Exhibit C, Sample Option Letter
Exhibit D, CMS-R-0235 Addendum
C. "Goods" means tangible material acquired, produced, or delivered by Contractor
either separately or in conjunction with the Services Contractor renders hereunder.
D. "Party" means the State or Contractor and Parties means both the State and
Contractor.
E. "Review" means examining Contractor's Work to ensure that it is adequate,
accurate, correct,and in accordance with the standards described in this Contract.
F. "Services" means the required services to be performed by Contractor pursuant to
this Contract.
G. "State Fiscal Year" or "SFY" means the twelve (12) month period beginning on
July 1st of a year and ending on June 30th of the following year.
H. "Subcontractor" means third-parties, if any, engaged by Contractor to aid in
performance of its obligations.
I. "Work" means the tasks and activities Contractor is required to perform to fulfill
its obligations under this Contract, including the performance of the Services and
delivery of the Goods.
J. "Work Product" means the tangible or intangible results of Contractor's Work,
including, but not limited to, software,research,reports,studies,data, photographs,
negatives or other finished or unfinished documents, drawings, models, surveys,
maps, materials, or work product of any type, including drafts.
Any terms used herein which are defined in Exhibit A, Statement of Work shall be
construed and interpreted as defined therein.
5. TERM
A. Initial Term
The Parties' respective performances under this Contract shall commence on the
later of either the Effective Date or July 1, 2014. This Contract shall expire June
30, 2015, unless sooner terminated or further extended as specified elsewhere
herein.
B. Two Month Extension
The State, at its sole discretion, upon written notice to Contractor as provided in
§16, may unilaterally extend the term of this Contract for a period not to exceed
two months if the Parties desire to continue the services and a replacement Contract
has not been fully executed by the expiration of any initial term or renewal term.
The provisions of this Contract in effect when such notice is given, including, but
not limited to, prices, rates and delivery requirements, shall remain in effect during
the two month extension.The two(2)month extension shall immediately terminate
when and if a replacement contract is approved and signed by the Colorado State
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Controller or an authorized designee,or at the end of two(2)months, whichever is
earlier.
C. Option to Extend
The State may require continued performance for a period of one(1)year or less at
the same rates and same terms specified in the Contract. If the State exercises this
option, it shall provide written notice to Contractor at least thirty(30)days prior to
the end of the current Contract term in form substantially equivalent to Exhibit C.
If exercised, the provisions of the Option Letter shall become part of and be
incorporated into this Contract. In no event shall the total duration of this Contract,
from the Operational Start Date until termination and including the exercise of any
options under this clause, exceed five (5)years, unless the State receives approval
from the State Purchasing Director or delegate.
6. STATEMENT OF WORK
A. Completion
Contractor shall complete the Work and its other obligations as described in this
Contract on or before the end of the term of this Contract. The State shall not be
liable to compensate Contractor for any Work performed prior to the Effective Date
or after the expiration or termination of this Contract.
B. Goods and Services
Contractor shall procure Goods and Services necessary to complete the Work. Such
procurement shall not increase the maximum amount payable hereunder by the
State.
C. Independent Contractor
All persons employed by Contractor or Subcontractors to perform Work under this
Contract shall be Contractor's or Subcontractors' employee(s) for all purposes
hereunder and shall not be employees of the State for any purpose as a result of this
Contract.
7. PAYMENTS TO CONTRACTOR
The State shall, in accordance with the provisions of this §7 and Exhibit A, Statement of
Work, pay Contractor in the amounts and using the methods set forth below:
A. Maximum Amount
The maximum amount payable under this Contract to Contractor by the Department
is shown in the following table, as determined by the Department from available
funds. Payments to Contractor are limited to the unpaid obligated balance of the
Contract at the rates set forth in Exhibit B. The maximum amount payable by the
Department to Contractor is:
Page 4 of 27
ADRC Region AWARD
AMOUNT
Region 2B Weld County Area Agency on Aging $12,041.42
B. Payment
Payment pursuant to this Contract will be made as earned. Any advance payments
allowed under this Contract shall comply with State Fiscal Rules and be made in
accordance with the provisions of this Contract. Contractor shall initiate any
payment requests by submitting invoices to the State in the form and manner
prescribed by the State.
C. Interest
The State shall fully pay each invoice within forty-five(45)days of receipt thereof
if the amount invoiced represents performance by Contractor previously accepted
by the State. Uncontested amounts not paid by the State within forty-five(45)days
shall bear interest on the unpaid balance beginning on the forty-sixth (46th) day at
a rate not to exceed one percent (1%) per month until paid in full; provided,
however,that interest shall not accrue on unpaid amounts that are subject to a good
faith dispute. Contractor shall invoice the State separately for accrued interest on
delinquent amounts.The billing shall reference the delinquent payment,the number
of days' interest to be paid and the interest rate.
D. Available Funds-Contingency-Termination
The State is prohibited by law from making commitments beyond the term of the
State's current fiscal year. Therefore, Contractor's compensation beyond the
State's current fiscal year is contingent upon the continuing availability of State
appropriations as provided in the Colorado Special Provisions, set forth below. If
federal funds are used to fund this Contract, in whole or in part, the State's
performance hereunder is contingent upon the continuing availability of such funds.
Payments pursuant to this Contract shall be made only from available funds and the
State's liability for such payments shall be limited to the amount remaining of such
available funds. If State or federal funds are not appropriated,or otherwise become
unavailable to fund this Contract, the State may terminate this Contract
immediately, in whole or in part, without further liability notwithstanding any
notice and cure period in§14.B.
E. Erroneous Payments
At the State's sole discretion, payments made to Contractor in error for any reason,
including, but not limited to, overpayments or improper payments, may be
recovered from Contractor by deduction from subsequent payments under this
Contract or other contracts,grants or agreements between the State and Contractor
or by other appropriate methods and collected as a debt due to the State. Such funds
shall not be paid to any party other than the State.
Page 5 of 27
{
F. Closeout Payments
Notwithstanding anything to the contrary in this Contract,all payments for the final
month of the Contract shall be paid to the Contractor no sooner than ten (10) days
after the Department has determined that the Contractor has completed all of the
requirements of the Closeout Period.
G. Option to increase or Decrease Statewide Quantity of Service
The Department may increase or decrease the statewide quantity of services
described in the Contract based upon the rates established in the Contract. If the
Department exercises the option, it will provide written notice to Contractor in a
form substantially equivalent to Exhibit C. Delivery/performance of services shall
continue at the same rates and terms. If exercised, the provisions of the Option
Letter shall become part of and be incorporated into the original Contract.
8. REPORTING NOTIFICATION
Reports required under this Contract shall be in accordance with the procedures and in such
form as prescribed by the State and as described in Exhibit A.
A. Litigation Reporting
Within ten (10) days after being served with any pleading in a legal action filed
with a court or administrative agency, related to this Contract or which may affect
Contractor's ability to perform its obligations hereunder,Contractor shall notify the
State of such action and deliver copies of such pleadings to the State's principal
representative as identified herein. If the State's principal representative is not then
serving, such notice and copies shall be delivered to the Executive Director of the
Department.
B. Noncompliance
Contractor's failure to provide reports and notify the State in a timely manner in
accordance with this §8 may result in the delay of payment of funds and/or
termination as provided under this Contract.
9. CONTRACTOR RECORDS
A. Maintenance
Contractor shall make, keep, maintain, and allow inspection and monitoring by the
State of a complete file of all records,documents,communications,notes,and other
written materials,electronic media files and electronic communications, pertaining
in any manner to the Work or the delivery of Services or Goods hereunder.
Contractor shall maintain such records until the last to occur of: (i)a period of six
(6)years after the date this Contract expires or is sooner terminated,or(ii)a period
of six (6) years after final payment is made hereunder, or (iii) a period of six (6)
years after the resolution of any pending Contract matters, or (iv) if an audit is
occurring, or Contractor has received notice that an audit is pending, until such
audit has been completed and its findings have been resolved (collectively, the
"Record Retention Period"). All such records, documents, communications and
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other materials shall be the property of the State, and shall be maintained by the
Contractor in a central location and the Contractor shall be custodian on behalf of
the State.
B. Inspection
Contractor shall permit the State, the federal government and any other duly
authorized agent of a governmental agency to audit, inspect,examine,excerpt,copy
and/or transcribe Contractor's records related to this Contract during the Record
Retention Period, to assure compliance with the terms hereof or to evaluate
performance hereunder. The State reserves the right to inspect the Work at all
reasonable times and places during the term of this Contract, including any
extensions or renewals. If the Work fails to conform with the requirements of this
Contract, the State may require Contractor promptly to bring the Work into
conformity with Contract requirements, at Contractor's sole expense. If the Work
cannot be brought into conformance by re-performance or other corrective
measures, the State may require Contractor to take necessary action to ensure that
future performance conforms to Contract requirements and exercise the remedies
available under this Contract, at law or in equity, in lieu of or in conjunction with
such corrective measures.
C. Monitoring
Contractor shall permit the State, the federal government and any other duly
authorized agent of a government agency, in their sole discretion, to monitor all
activities conducted by Contractor pursuant to the terms of this Contract using any
reasonable procedure, including, but not limited to: internal evaluation procedures,
examination of program data, special analyses, on-site checking, formal audit
examinations, or any other procedure. All monitoring controlled by the State shall
be performed in a manner that shall not unduly interfere with Contractor's
performance hereunder.
D. Final Audit Report
If an audit is performed on Contractor's records for any fiscal year covering a
portion of the term of this Contract,Contractor shall submit a copy of the final audit
report to the State or its principal representative at the address specified herein.
10. CONFIDENTIAL INFORMATION
Contractor shall comply with the provisions of this§10 if it becomes privy to confidential
information in connection with its performance hereunder. Confidential information
includes, but is not necessarily limited to, any state records, personnel records, and
information concerning individuals. Such information shall not include information
required to be disclosed pursuant to the Colorado Open Records Act, CRS §24-72-101, et
seq.
A. Confidentiality
Contractor shall keep all State records and information confidential at all times and
comply with all laws and regulations concerning confidentiality of information.
Any request or demand by a third party for State records and information in the
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possession of Contractor shall be immediately forwarded to the State's principal
representative.
B. Health Insurance Portability& Accountability Act of 1996 ("HIPAA")
Federal Law and Regulations
Pursuant to federal law and regulations governing the privacy of certain
health information, the Contractor, to the extent applicable, shall comply
with the Health Insurance Portability and Accountability Act of 1996, 42
U.S.C. §1320d — 1320d-8 ("HIPAA") and its implementing regulations
promulgated by the U.S. Department of Health and Human Services, 45
C.F.R. Parts 160 and 164(the"Privacy Rule")and other applicable laws,as
amended.
ii. Business Associate Contract
Federal law and regulations governing the privacy of certain health
information requires a"Business Associate Contract"between the State and
the Contractor, 45 C.F.R. Section 164.504(e). Attached and incorporated
herein by reference and agreed to by the parties is a HIPAA Business
Associate Addendum ("Addendum") for HIPAA compliance. Terms of the
Addendum shall be considered binding upon execution of this Contract and
shall remain in effect during the term of the Contract including any
extensions.
iii. Confidentiality of Records
Whether or not an Addendum is attached to this Contract, the Contractor
shall protect the confidentiality of all records and other materials containing
personally identifying information that are maintained in accordance with
the Contract and comply with HIPAA rules and regulations. Except as
provided by law, no information in possession of the Contractor about any
individual constituent shall be disclosed in a form including identifying
information without the prior written consent of the person in interest, a
minor's parent, or guardian. The Contractor shall have written policies
governing access to,duplication and dissemination of,all such information.
The Contractor shall advise its employees, agents and subcontractors, if
any, that they are subject to these confidentiality requirements. The
Contractor shall provide its employees, agents and subcontractors, if any,
with a copy or written explanation of these confidentiality requirements
before access to confidential data is permitted. No confidentiality
requirements contained in this Contract shall negate or supersede the
provisions of the federal Health Insurance Portability and Accountability
Act of 1996.
C. Notification
Contractor shall notify its agents,employees, Subcontractors and assigns who may
come into contact with State records or other confidential information that each is
subject to the confidentiality requirements set forth herein, and shall provide each
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with a written explanation of such requirements before permitting them to access
such records and information.
D. Use, Security, and Retention
Confidential information of any kind shall not be distributed or sold to any third
party or used by Contractor or its agents in any way, except as authorized by this
Contract or approved in writing by the State.Contractor shall provide and maintain
a secure environment that ensures confidentiality of all State records and other
confidential information wherever located. Confidential information shall not be
retained in any files or otherwise by Contractor or its agents, except as permitted in
this Contract or approved in writing by the State.
11. CONFLICTS OF INTEREST
A. Contractor shall not engage in any business or personal activities or practices or
maintain any relationships which conflict in any way with the full performance of
Contractor's obligations hereunder. Contractor acknowledges that with respect to
this Contract, even the appearance of a conflict of interest is harmful to the State's
interests. Absent the State's prior written approval, Contractor shall refrain from
any practices,activities or relationships that reasonably appear to be in conflict with
the full performance of Contractor's obligations to the State hereunder. If a conflict
or appearance exists, or if Contractor is uncertain whether a conflict or the
appearance of a conflict of interest exists, Contractor shall submit to the State a
disclosure statement setting forth the relevant details for the State's consideration.
Failure to promptly submit a disclosure statement or to follow the State's direction
in regard to the apparent conflict constitutes a breach of this Contract.
B. The Contractor (and Subcontractors or subgrantees permitted under the terms of
this Contract)shall maintain a written code of standards governing the performance
of its employees engaged in the award and administration of contracts. No
employee, officer or agent of the Contractor, Subcontractor, or subgrantee shall
participate in the selection, or in the award or administration of a contract or
subcontract supported by federal funds if a conflict of interest, real or apparent,
would be involved. Such a conflict would arise when:
i. The employee, officer or agent;
ii. Any member of the employee's immediate family;
iii. The employee's partner; or
iv. An organization which employs, or is about to employ, any of the above,
has a financial or other interest in the firm selected for award. The
Contractor's, Subcontractor's,or subgrantee's officers,employees, or agents
will neither solicit nor accept gratuities, favors, or anything of monetary
value from Contractors, potential Contractors, or parties to subagreements.
12. REPRESENTATIONS AND WARRANTIES
Contractor makes the following specific representations and warranties,each of which was
relied on by the State in entering into this Contract.
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A. Standard and Manner of Performance
Contractor shall perform its obligations hereunder in accordance with the highest
standards of care, skill and diligence in Contractor's industry, trade, or profession
and in the sequence and manner set forth in this Contract.
B. Legal Authority—Contractor Signatory
Contractor warrants that it possesses the legal authority to enter into this Contract
and that it has taken all actions required by its procedures, and bylaws, and/or
applicable laws to exercise that authority,and to lawfully authorize its undersigned
signatory to execute this Contract,or any part thereof, and to bind Contractor to its
terms. If requested by the State, Contractor shall provide the State with proof of
Contractor's authority to enter into this Contract within five (5) days of receiving
such request.
C. Licenses, Permits, Etc.
Contractor represents and warrants that as of the Effective Date it has, and that at
all times during the term hereof it shall have and maintain, at its sole expense, all
licenses, certifications, approvals, insurance, permits and other authorizations
required by law to perform its obligations hereunder. Contractor warrants that it
shall maintain all necessary licenses, certifications, approvals, insurance, permits,
and other authorizations required to properly perform this Contract, without
reimbursement by the State or other adjustment in the Contract. Additionally, all
employees, agents, and Subcontractors of Contractor performing Services under
this Contract shall hold all required licenses or certifications, if any, to perform
their responsibilities. Contractor, if a foreign corporation or other foreign entity
transacting business in the State of Colorado, further warrants that it currently has
obtained and shall maintain any applicable certificate of authority to transact
business in the State of Colorado and has designated a registered agent in Colorado
to accept service of process. Any revocation, withdrawal or non-renewal of
licenses, certifications, approvals, insurance, permits or any such similar
requirements necessary for Contractor to properly perform the terms of this
Contract is a material breach by Contractor and constitutes grounds for termination
of this Contract.
13. INSURANCE
Contractor and its Subcontractors shall obtain and maintain insurance as specified in this
section at all times during the term of this Contract. All policies evidencing the insurance
coverage required hereunder shall be issued by insurance companies satisfactory to
Contractor and the State.
A. Contractor
i. Public Entities
If Contractor is a "public entity" within the meaning of the Colorado
Governmental Immunity Act, CRS §24-10-101, et seq., as amended (the
"GIA"), then Contractor shall maintain at all times during the term of this
Contract such liability insurance, by commercial policy or self-insurance,
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as is necessary to meet its liabilities under the GIA. Contractor shall show
proof of such insurance satisfactory to the State, if requested by the State.
Contractor shall require each contract with a Subcontractor that is a public
entity, to include the insurance requirements necessary to meet such
Subcontractor's liabilities under the GIA.
ii. Non-Public Entities
If Contractor is not a "public entity" within the meaning of the GIA,
Contractor shall obtain and maintain during the term of this Contract
insurance coverage and policies meeting the requirements set forth in
§13.B.
B. Contractors—Subcontractors
Contractor shall require each contract with Subcontractors other than those that are
public entities, providing Goods or Services in connection with this Contract, to
include insurance requirements substantially similar to the following:
Worker's Compensation
Worker's Compensation Insurance as required by State statute, and
Employer's Liability Insurance covering all of Contractor's or
Subcontractor's employees acting within the course and scope of their
employment.
ii. General Liability
Commercial General Liability Insurance written on ISO occurrence form
CG 00 01 10/93 or equivalent, covering premises operations, fire damage,
independent contractors, products and completed operations, blanket
contractual liability,personal injury,and advertising liability with minimum
limits as follows:
a. $1,000,000 each occurrence;
b. $1,000,000 general aggregate;
c. $1,000,000 products and completed operations aggregate; and
d. $50,000 any one fire.
If any aggregate limit is reduced below$1,000,000 because of claims made
or paid, Subcontractor shall immediately obtain additional insurance to
restore the full aggregate limit and furnish to Contractor a certificate or
other document satisfactory to Contractor showing compliance with this
provision.
iii. Protected Health Information Insurance
Liability insurance covering all loss of Protected Health Information data
and claims based upon alleged violations ofprivacy rights through improper
use or disclosure of Protected Health Information with minimum limits as
follows:
a. $1,000,000 each occurrence; and
b. $2,000,000 general aggregate.
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iv. Automobile Liability
Automobile Liability Insurance covering any auto (including owned, hired
and non-owned autos) with a minimum limit of$1,000,000 each accident
combined single limit.
v. Professional Liability Insurance
Professional Liability Insurance covering any damages caused by an error,
omission or any negligent acts with minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate.
vi. Crime Insurance
Crime Insurance including Employee Dishonesty coverage with minimum
limits as follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate.
vii. Additional Insured
The State shall be named as additional insured on all Commercial General
Liability and protected health information insurance policies (leases and
construction contracts require additional insured coverage for completed
operations on endorsements CG 2010 11/85, CG 2037, or equivalent)
required of Contractor and any Subcontractors hereunder.
viii. Primacy of Coverage
Coverage required of Contractor and Subcontractor shall be primary over
any insurance or self-insurance program carried by Contractor or the State.
ix. Cancellation
The above insurance policies shall include provisions preventing
cancellation or non-renewal without at least 30 days prior notice to
Contractor and Contractor shall forward such notice to the State in
accordance with §16 (Notices and Representatives) within seven days of
Contractor's receipt of such notice.
x. Subrogation Waiver
All insurance policies in any way related to this Contract and secured and
maintained by Contractor or its Subcontractors as required herein shall
include clauses stating that each carrier shall waive all rights of recovery,
under subrogation or otherwise,against Contractor or the State, its agencies,
institutions, organizations, officers, agents, employees,and volunteers.
C. Certificates
Contractor and all Subcontractors shall provide certificates showing insurance
coverage required hereunder to the State within seven (7) business days of the
Effective Date of this Contract.No later than fifteen(I 5)days prior to the expiration
date of any such coverage, Contractor and each Subcontractor shall deliver to the
Page 12 of 27
State or Contractor certificates of insurance evidencing renewals thereof. In
addition, upon request by the State at any other time during the term of this Contract
or any subcontract, Contractor and each Subcontractor shall, within ten (10) days
of such request,supply to the State evidence satisfactory to the State of compliance
with the provisions of this §13.
14. BREACH
A. Defined
In addition to any breaches specified in other sections of this Contract, the failure
of the Contractor to perform any of its material obligations hereunder in whole or
in part or in a timely or satisfactory manner, constitutes a breach. The institution of
proceedings under any bankruptcy, insolvency,reorganization or similar law,by or
against Contractor,or the appointment of a receiver or similar officer for Contractor
or any of its property, which is not vacated or fully stayed within twenty(20)days
after the institution or occurrence thereof, shall also constitute a breach.
B. Notice and Cure Period
In the event of a breach, the State shall notify the Contractor of such in writing in
the manner provided in §16. If such breach is not cured within ten (10) days of
receipt of written notice, the State may exercise any of the remedies set forth in
§15. Notwithstanding anything to the contrary herein, the State, in its sole
discretion, need not provide advance notice or a cure period and may immediately
terminate this Contract in whole or in part if reasonably necessary to preserve public
safety or to prevent immediate public crisis.
15. REMEDIES
A. Termination for Cause and/or Breach
If Contractor is in breach under any provision of this Contract,the State shall have
all of the remedies listed in this §15 in addition to all other remedies set forth in
other sections of this Contract, and without limiting its remedies otherwise
available at law or equity, following the notice and cure period set forth in §14.B.
Remedies are cumulative and the State may exercise any or all of the remedies
available to it, in its sole discretion, concurrently or consecutively. The State may
terminate this entire Contract or any part of this Contract. Exercise by the State of
this right shall not be a breach of its obligations hereunder.
i. Obligations and Rights
To the extent specified in any termination notice,Contractor shall not incur
further obligations or render further performance hereunder past the
effective date of such notice, and shall terminate outstanding orders and
subcontracts with third parties. However, Contractor shall complete and
deliver to the State all Work, Services and Goods not cancelled by the
termination notice. Contractor shall continue performance of this Contract
up to the effective date of the termination. To the extent the Contract is not
terminated, if any, Contractor shall continue performance until the
Page 13 of 27
expiration of this Contract. At the sole discretion of the State, Contractor
shall assign to the State all of Contractor's right, title, and interest under
such terminated orders or subcontracts. Upon termination, Contractor shall
take timely, reasonable and necessary action to protect and preserve
property in the possession of Contractor in which the State has an interest.
All materials owned by the State in the possession of Contractor shall be
immediately returned to the State. All Work Product, at the option of the
State, shall be delivered by Contractor to the State and shall become the
State's property. The Contractor shall be obligated to return any payment
advanced under the provisions of this Contract.
ii. Payments
The State shall reimburse Contractor only for accepted performance up to
the effective date of the termination. If, after termination by the State, it is
determined that Contractor was not in breach or that Contractor's action or
inaction was excusable, such termination shall be treated as a termination
in the public interest and the rights and obligations of the Parties shall be
the same as if this Contract had been terminated in the public interest, as
described herein.
iii. Damages and Withholding
Notwithstanding any other remedial action by the State, Contractor shall
remain liable to the State for any damages sustained by the State by virtue
of any breach under this Contract by Contractor and the State may withhold
any payment to Contractor for the purpose of mitigating the State's
damages, until such time as the exact amount of damages due to the State
from Contractor is determined. The State may withhold any amount that
may be due Contractor as the State deems necessary to protect the State
against loss, including loss as a result of outstanding liens,claims of former
lien holders, or for the excess costs incurred in procuring similar goods or
services. Contractor shall be liable for excess costs incurred by the State in
procuring from third parties replacement Work, Services or substitute
Goods as cover.
B. Early Termination in the Public Interest
The State is entering into this Contract for the purpose of carrying out the public
policy of the State of Colorado,as determined by its Governor,General Assembly,
and/or courts. If this Contract ceases to further the public policy of the State, the
State, in its sole discretion, may terminate this Contract, in whole or in part.
Exercise by the State of this right shall not constitute a breach of the State's
obligations hereunder. This subsection shall not apply to a termination of this
Contract by the State for cause or breach by Contractor, which shall be governed
by §15.A or as otherwise specifically provided for herein.
i. Method and Content
The State shall notify Contractor of such termination in accordance with
§16. The notice shall specify the effective date of the termination, which
Page 14 of 27
shall be at least twenty (20) days, and whether it affects all or a portion of
this Contract.
ii. Obligations and Rights
Upon receipt of a termination notice, Contractor shall be subject to and
comply with the same obligations and rights set forth in §15.A.i.
iii. Payments
If this Contract is terminated by the State pursuant to this§15.B,Contractor
shall be paid an amount which bears the same ratio to the total
reimbursement under this Contract as Contractor's obligations that were
satisfactorily performed bear to the total obligations set forth in this
Contract, less payments previously made. Additionally, if this Contract is
less than 60% completed upon the effective date of such termination, the
State may reimburse Contractor for a portion of actual out-of-pocket
expenses (not otherwise reimbursed under this Contract) incurred by
Contractor prior to the effective date of the termination in the public interest
which are directly attributable to the uncompleted portion of Contractor's
obligations hereunder; provided that the sum of any and all reimbursement
shall not exceed the maximum amount payable to Contractor hereunder.
C. Additional Remedies
The State, in its sole discretion,may exercise one or more of the following remedies
in addition to other remedies available to it:
Suspend Performance
Suspend Contractor's performance with respect to all or any portion of this
Contract pending necessary corrective action as specified by the State
without entitling Contractor to an adjustment in price/cost or performance
schedule. Contractor shall promptly cease performance of such portions of
the contract.
ii. Withhold Payment
Withhold payment to Contractor until Contractor's performance or
corrections in Contractor's performance are satisfactorily made and
completed.
iii. Deny/Reduce Payment
Deny payment for those obligations not performed in conformance with
Contract requirements,that due to Contractor's actions or inactions, cannot
be performed or, if performed, would be of no value to the State; provided,
that any denial or reduction of payment shall be reasonably related to the
value to the State of the obligations not performed.
iv. Removal
Notwithstanding any other provision herein, the State may demand
immediate removal from work under this Contract of any of Contractor's
Page 15 of 27
employees, agents, or Subcontractors whom the State deems incompetent,
careless, insubordinate, unsuitable, or otherwise unacceptable, or whose
continued relation to this Contract is deemed to be contrary to the public
interest or the State's best interest.
v. Intellectual Property
If Contractor infringes on a patent, copyright, trademark, trade secret or
other intellectual property right while performing its obligations under this
Contract, Contractor shall, at the State's option:
a. Obtain for the State or Contractor the right to use such products and
services;
b. Replace any Goods, Services, or other product involved with non-
infringing products or modify them so that they become non-
infringing; or,
c. If neither of the foregoing alternatives are reasonably available,
remove any infringing Goods, Services, or products and refund the
price paid therefore to the State.
16. NOTICES AND REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party.
All notices required to be given hereunder shall be hand delivered with receipt required or
sent by certified or registered mail to such Party's principal representative at the address
set forth below. In addition to, but not in lieu of, a hard-copy notice, notice also may be
sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time
to time designate by written notice substitute addresses or persons to whom such notices
shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt.
For the State: Kathy Cebuhar
Department of Health Care Policy and Financing
1570 Grant Street
Denver,Colorado 80203
Kathy.Cebuhar@state.co.us
For the Contractor: ADRC Region 2B Weld County Area Agency on Aging
Eva Jewell
315 C. N. 11th Ave
Greely, Colorado 80631
17. RIGHTS IN DATA, DOCUMENTS,AND COMPUTER SOFTWARE
Any software, research, reports, studies, data, photographs, negatives or other documents,
drawings, models, materials, or Work Product of any type, including drafts, prepared by
Contractor in the performance of its obligations under this Contract shall be the exclusive
property of the State, and all Work Product shall be delivered to the State by Contractor
upon completion or termination hereof. The State's exclusive rights in such Wok Product
shall include,but not be limited to,the right to copy, publish, display,transfer,and prepare
Page 16 of 27
derivative works. Contractor shall not use, willingly allow, cause or permit such Work
Product to be used for any purpose other than the performance of Contractor's obligations
hereunder without the prior written consent of the State.
18. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the
parties, their departments, institutions, agencies, boards, officials, and employees, is
controlled and limited by the provisions of the Colorado Governmental Immunity Act,CRS
§24-10-101, et seq., and the risk management statutes, CRS §24-30-1501, et seq., as now
or hereafter amended.
19. GENERAL PROVISIONS
A. Assignment and Subcontracts
Contractor's rights and obligations hereunder are personal and may not be
transferred, assigned or subcontracted without the prior, written consent of the
State. Any attempt at assignment, transfer or subcontracting without such consent
shall be void. All assignments, subcontracts, or Subcontractors approved by the
Contractor or the State are subject to all of the provisions hereof. Contractor shall
be solely responsible for all of the Work performed under this Contract, regardless
of whether Subcontractors are used and for all aspects of subcontracting
arrangements and performance. Copies of any and all subcontracts entered into by
Contractor to perform its obligations hereunder shall be in writing and submitted to
the State upon request. Any and all subcontracts entered into by Contractor related
to its performance hereunder shall require the Subcontractor to perform in
accordance with the terms and conditions of this Contract and to comply with all
applicable federal and state laws.Any and all subcontracts shall include a provision
that such subcontracts are governed by the laws of the State of Colorado.
B. Binding Effect
Except as otherwise provided in §19.A, all provisions herein contained, including
the benefits and burdens,shall extend to and be binding upon the Parties' respective
heirs, legal representatives, successors, and assigns.
C. Captions
The captions and headings in this Contract are for convenience of reference only,
and shall not be used to interpret, define, or limit its provisions.
D. Counterparts
This Contract may be executed in multiple identical original counterparts, all of
which shall constitute one agreement.
Page 17 of 27
E. Entire Understanding
This Contract represents the complete integration of all understandings between the
Parties regarding the Work and all prior representations and understandings,oral or
written,related to the Work are merged herein.Prior or contemporaneous additions,
deletions, or other changes hereto shall not have any force or effect whatsoever,
unless embodied herein.
F. Jurisdiction and Venue
All suits or actions related to this Contract shall be filed and proceedings held in
the State of Colorado and exclusive venue shall be in the City and County of
Denver.
G. Modification
i. By the Parties
Except as specifically provided in this Contract, modifications of this
Contract shall not be effective unless agreed to in writing by the Parties in
an amendment to this Contract, properly executed and approved in
accordance with applicable Colorado State law and State Fiscal Rules.
Modifications permitted under this Contract, other than contract
amendments, shall conform to the policies of the Office of the State
Controller, including, but not limited to, the policy entitled
MODIFICATIONS OF CONTRACTS - TOOLS AND FORMS.
ii. By Operation of Law
This Contract is subject to such modifications as may be required by
changes in Federal or Colorado State law, or their implementing
regulations. Any such required modification automatically shall be
incorporated into and be part of this Contract on the effective date of such
change, as if fully set forth herein.
H. Order of Precedence
The provisions of this Contract shall govern the relationship of the State and
Contractor. In the event of conflicts or inconsistencies between this Contract and
its exhibits and attachments, including, but not limited to, those provided by
Contractor, such conflicts or inconsistencies shall be resolved by reference to the
documents in the following order of priority:
i. Colorado Special Provisions
ii. HIPAA Business Associate Addendum
iii. The provisions of the main body of this Contract
iv. Exhibit A, Statement of Work
v. Exhibit B, Rates
vi. Exhibit C, Sample Option Letter
vii. Exhibit D, CMS-R-0235 Addendum
Page 18 of 27
Severability
Provided this Contract can be executed and performance of the obligations of the
Parties accomplished within its intent, the provisions hereof are severable and any
provision that is declared invalid or becomes inoperable for any reason shall not
affect the validity of any other provision hereof.
J. Survival of Certain Contract Terms
Notwithstanding anything herein to the contrary, provisions of this Contract
requiring continued performance, compliance, or effect after termination hereof,
shall survive such termination and shall be enforceable by the State if Contractor
fails to perform or comply as required.
K. Taxes
The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-
730123K) and from all State and local government sales and use taxes under CRS
§§39-26-101 and 201,et seq. Such exemptions apply when materials are purchased
or services are rendered to benefit the State; provided, however, that certain
political subdivisions (e.g., City of Denver) may require payment of sales or use
taxes even though the product or service is provided to the State. Contractor shall
be solely liable for paying such taxes as the State is prohibited from paying or
reimbursing Contractor for such taxes.
L. Third Party Beneficiaries
Enforcement of this Contract and all rights and obligations hereunder are reserved
solely to the Parties. Any services or benefits which third parties receive as a result
of this Contract are incidental to the Contract,and do not create any rights for such
third parties.
M. Waiver
Waiver of any breach under a term, provision, or requirement of this Contract, or
any right or remedy hereunder, whether explicitly or by lack of enforcement, shall
not be construed or deemed as a waiver of any subsequent breach of such term,
provision or requirement, or of any other term, provision, or requirement.
N. CORA Disclosure
To the extent not prohibited by federal law, this Contract and the performance
measures and standards under CRS §24-103.5-101, if any, are subject to public
release through the Colorado Open Records Act, CRS §24-72-101, et seq.
20. ADDITIONAL GENERAL PROVISIONS
A. Compliance with Applicable Law
The Contractor shall at all times during the execution of this Contract strictly adhere
to, and comply with, all applicable federal and state laws, and their implementing
regulations, as they currently exist and may hereafter be amended, which are
incorporated herein by this reference as terms and conditions of this Contract. The
Contractor shall also require compliance with these statutes and regulations in
Page 19 of 27
subcontracts and subgrants permitted under this contract. The federal laws and
regulations include:
Age Discrimination Act of 1975,as amended 42 U.S.C. 6101, et seq.
Age Discrimination in Employment Act of 1967 29 U.S.C.621-634
Americans with Disabilities Act of 1990(ADA) 42 U.S.C. 12101,et seq.
Clean Air Act 42 U.S.C. 7401,et seq.
Equal Employment Opportunity E.O. 11246, as amended by
E.O. 11375,amending E.O.
11246 and as supplemented
by 41 C.F.R. Part 60
Equal Pay Act of 1963 29 U.S.C.206(d)
Federal Water Pollution Control Act,as amended 33 U.S.C. 1251, et seq.
Immigration Reform and Control Act of 1986 8 U.S.C. 1324b
Section 504 of the Rehabilitation Act of 1973,as 29 U.S.C. 794
amended
Title VI of the Civil Rights Act of 1964,as amended 42 U.S.C.2000d, et seq.
Title VII of the Civil Rights Act of 1964 42 U.S.C. 2000e
Title IX of the Education Amendments of 1972,as 20 U.S.C. 1681
amended
State laws include:
Civil Rights Division Section 24-34-301,CRS,et
seq.
The Contractor also shall comply with any and all laws and regulations prohibiting
discrimination in the specific program(s) which is/are the subject of this Contract.
In consideration of and for the purpose of obtaining any and all federal and/or state
financial assistance, the Contractor makes the following assurances, upon which
the State relies.
i. The Contractor will not discriminate against any person on the basis of race,
color, national origin, age, sex, religion or handicap, including Acquired
Immune Deficiency Syndrome (AIDS) or AIDS-related conditions, in
performance of Work under this Contract.
ii. At all times during the performance of this Contract, no qualified individual
with a disability shall, by reason of such disability, be excluded from
participation in, or denied benefits of the service, programs, or activities
performed by the Contractor, or be subjected to any discrimination by the
Contractor.
Page 20 of 27
The Contractor shall take all necessary affirmative steps, as required by 45 C.F.R.
92.36(e), Colorado Executive Order and Procurement Rules, to assure that small
and minority businesses and women's business enterprises are used,when possible,
as sources of supplies, equipment, construction, and services purchased under this
Contract.
B. Federal Audit Provisions
Office of Management and Budget (OMB) Circular No. A-133, Audits of States,
Local Governments, and Non-Profit Organizations, defines audit requirements
under the Single Audit Act of 1996 (Public Law 104-156). All state and local
governments and non-profit organizations expending$500,000.00 or more from all
sources (direct or from pass-through entities) are required to comply with the
provisions of Circular No. A-133. The Circular also requires pass-through entities
to monitor the activities of subrecipients and ensure that subrecipients meet the
audit requirements. To identify its pass-through responsibilities, the State of
Colorado requires all subrecipients to notify the State when expected or actual
expenditures of federal assistance from all sources equal or exceed $500,000.00.
C. Debarment and Suspension
i. If this is a covered transaction or the Contract amount exceeds$100,000.00,
the Contractor certifies to the best of its knowledge and belief that it and its
principals and Subcontractors are not presently debarred, suspended,
proposed for debarment,declared ineligible, or voluntarily excluded by any
Federal department or agency.
ii. This certification is a material representation of fact upon which reliance
was placed when the State determined to enter into this transaction. If it is
later determined that the Contractor knowingly rendered an erroneous
certification, in addition to other remedies available at law or by contract,
the State may terminate this Contract for default.
iii. The Contractor shall provide immediate written notice to the State if it has
been debarred, suspended, proposed for debarment, declared ineligible or
voluntarily excluded by any Federal department or agency.
iv. The terms "covered transaction," "debarment," "suspension," "ineligible,"
"lower tier covered transaction," "principal," and "voluntarily excluded,"
as used in this paragraph, have the meanings set out in 2 C.F.R. Parts 180
and 376.
v. The Contractor agrees that it will include this certification in all lower tier
covered transactions and subcontracts that exceed$100,000.00.
D. Force Majeure
Neither the Contractor nor the State shall be liable to the other for any delay in, or
failure of performance of, any covenant or promise contained in this Contract, nor
shall any delay or failure constitute default or give rise to any liability for damages
if, and only to the extent that, such delay or failure is caused by "force majeure."
As used in this Contract, "force majeure" means acts of God; acts of the public
Page 21 of 27
enemy;acts of the state and any governmental entity in its sovereign or contractual
capacity; fires; floods; epidemics; quarantine restrictions; strikes or other labor
disputes; freight embargoes; or unusually severe weather.
E. Disputes
Except as herein specifically provided otherwise, disputes concerning the
performance of this Contract which cannot be resolved by the designated Contract
representatives shall be referred in writing to a senior departmental management
staff designated by the State and a senior manager designated by the Contractor.
Failing resolution at that level, disputes shall be presented in writing to the
Executive Director of the State and the Contractor's Chief Executive Officer for
resolution. This process is not intended to supersede any other process for the
resolution of controversies provided by law.
F. Lobbying
Contractor certifies, to the best of his or her knowledge and belief,that:
i. No Federal appropriated funds have been paid or will be paid, by or on
behalf of the undersigned, to any person for influencing or attempting to
influence an officer or employee of an agency, a Member of Congress, an
officer or employee of Congress, or an employee of a Member of Congress
in connection with the awarding of any Federal contract,the making of any
Federal grant, the making of any Federal loan, the entering into of any
cooperative Contract,and the extension,continuation,renewal,amendment,
or modification of any Federal contract, grant, loan, or cooperative
Contract.
ii. If any funds other than Federal appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an office or
employee of any agency, a Member of Congress, an office or employee of
Congress, or an employee of a Member of Congress in connection with this
Federal contract,grant, loan,or cooperative Contract, the undersigned shall
complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
iii. The undersigned shall require that the language of this certification be
included in the award documents for all sub awards at all tiers (including
subcontracts, subgrants, and contracts under grants, loans, and cooperative
Contracts)and that all subrecipients shall certify and disclose accordingly.
iv. This certification is a material representation of fact upon which reliance
was placed when the transaction was made or entered into. Submission of
the certification is a requisite for making or entering into transaction
imposed by Section 1352,Title 31, U.S. Code. Any person who fails to file
the required certification shall be subject to a civil penalty of not less than
$10,000.00 and not more than$100,000.00 for each such failure.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 22 of 27
21. COLORADO SPECIAL PROVISIONS
The Special Provisions apply to all contracts except where noted in italics.
A. CONTROLLER'S APPROVAL. CRS§24-30-202(1).This contract shall not be
valid until it has been approved by the Colorado State Controller or designee.
B. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the
State payable after the current fiscal year are contingent upon funds for that purpose
being appropriated, budgeted, and otherwise made available.
C. INDEPENDENT CONTRACTOR.Contractor shall perform its duties hereunder
as an independent contractor and not as an employee. Neither Contractor nor any
agent or employee of Contractor shall be deemed to be an agent or employee of the
State. Contractor and its employees and agents are not entitled to unemployment
insurance or workers compensation benefits through the State and the State shall
not pay for or otherwise provide such coverage for Contractor or any of its agents
or employees. Unemployment insurance benefits will be available to Contractor
and its employees and agents only if such coverage is made available by Contractor
or a third party.Contractor shall pay when due all applicable employment taxes and
income taxes and local head taxes incurred pursuant to this contract. Contractor
shall not have authorization,express or implied,to bind the State to any agreement,
liability or understanding, except as expressly set forth herein. Contractor shall (a)
provide and keep in force workers'compensation and unemployment compensation
insurance in the amounts required by law,(b)provide proof thereof when requested
by the State, and (c) be solely responsible for its acts and those of its employees
and agents.
D. 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.
E. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant
thereto, shall be applied in the interpretation, execution, and enforcement of this
contract. Any provision included or incorporated herein by reference which
conflicts with said laws,rules,and regulations shall be null and void.Any provision
incorporated herein by reference which purports to negate this or any other Special
Provision in whole or in part shall not be valid or enforceable or available in any
action at law, whether by way of complaint, defense, or otherwise. Any provision
rendered null and void by the operation of this provision shall not invalidate the
remainder of this contract,to the extent capable of execution.
F. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002
00. State or other public funds payable under this contract shall not be used for the
acquisition, operation, or maintenance of computer software in violation of federal
copyright laws or applicable licensing restrictions. Contractor hereby certifies and
warrants that, during the term of this contract and any extensions, Contractor has
and shall maintain in place appropriate systems and controls to prevent such
improper use of public funds. If the State determines that Contractor is in violation
Rule 3-I,Issued by the Office of the State Controller Page 23 of 27 Date Revised: 1/1/09
1'
of this provision, the State may exercise any remedy available at law or in equity
or under this contract, including, without limitation, immediate termination of this
contract and any remedy consistent with federal copyright laws or applicable
licensing restrictions.
G. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. CRS
§§24-18-201 and 24-50-507. The signatories aver that to their knowledge, no
employee of the State has any personal or beneficial interest whatsoever in the
service or property described in this contract. Contractor has no interest and shall
not acquire any interest, direct or indirect, that would conflict in any manner or
degree with the performance of Contractor's services and Contractor shall not
employ any person having such known interests.
Rule 3-I,Issued by the Office of the State Controller Page 24 of 27 Date Revised: 1/1/09
Contract Routing Number 2015001865
SIGNATURE PAGE
THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT
* Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's behalf and
acknowledge that the State is relying on their representations to that effect.
CONTRACTOR STATE OF COLORADO
Aging and Disability Resources for Colorado John W. Hickenlooper, Governor
(ADRC) Region 2B Weld County Area Agency on Department of Health Care Polic . d Financing
Aging
FA,d Vs ot i p...I i irl;I I 0.1 a
TO /41U- "--U..'-- Susan E. Birch, MBA, BSN, RN
*Signature Executive Director
MAR 3 0 2015 Signatory avers to the State Controller or delegate that
Date: Contractor has not begun performance or that a Statutory
Violation waiver has been requested under Fiscal Rules
By: Mike Freeman
Age_t ( till
Name of Authorized Individual Date:
Pro—Tem, Board of Weld
Title: County Commissioners LEGAL REVIEW
Official Title of Authorized Individual John W. Suthers, Attorney General
By: \'//'\
Signature- Assistant Attorney General
Date:
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS§24-30-202 requires the State Controller to approve all State Contracts.This Contract is not valid until signed and
dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If
Contractor begins performing prior thereto,the State of Colorado is not obligated to pay Contractor for such performance
or for any goods and/or services provided hereunder.
ST E CONTROLLER
a J M►McBrr'mott, CPA
By: Oit110
Department of alth 575Y15
eicynand Financing
Date:
Page 25 of 25
adis-Oesi
ATTES :, dam / W Jeilio;gi BOARD OF COUNTY COMMISSIONERS
Weld ' oyl/n Clerk to the :oar• WELD COUNTY, COLORADO
4h
BY: � � ,t s�� ?m ,,,k
Deputy C rk to the toa y« y � Mike Freeman, Pro-Tern M 0 2O i
1861 ty ti AR 3 5
APPROVED AS TO F - APPROVED AS TO SUBSTANCE:
‘,././ ( I /
Controller `= Elected Ot icial or D partmef t Head
APPROVED AS TO FORM: N( Tq
,p Director of General Services
County Attorney
aor5-083i
HIPAA BUSINESS ASSOCIATE ADDENDUM
This Business Associate Addendum ("Addendum") is part of the Contract between the
State of Colorado, Department of Health Care Policy and Financing and the Contractor. For
purposes of this Addendum, the State is referred to as "Department", "Covered Entity" or"CE"
and the Contractor is referred to as "Associate". Unless the context clearly requires a distinction
between the Contract document and this Addendum,all references herein to"the Contract"or"this
Contract" include this Addendum.
RECITALS
A. CE wishes to disclose certain information to Associate pursuant to the terms of the
Contract, some of which may constitute Protected Health Information ("PHI") (defined
below).
B. CE and Associate intend to protect the privacy and provide for the security of PHI disclosed
to Associate pursuant to this Contract in compliance with the Health Insurance Portability
and Accountability Act of 1996, 42 U.S.C. §1320d— 1320d-8 ("HIPAA") as amended by
the American Recovery and Reinvestment Act of 2009("ARRA")/HITECH Act(P.L. 111-
005),and its implementing regulations promulgated by the U.S. Department of Health and
Human Services, 45 C.F.R. Parts 160, 162 and 164 (the "HIPAA Rules") and other
applicable laws, as amended.
C. As part of the HIPAA Rules,the CE is required to enter into a contract containing specific
requirements with Associate prior to the disclosure of PHI, as set forth in, but not limited
to, Title 45, Sections 160.103, 164.502(e) and 164.504(e) of the Code of Federal
Regulations ("C.F.R.")and contained in this Addendum.
The parties agree as follows:
1. Definitions.
a. Except as otherwise defined herein, capitalized terms in this Addendum shall have
the definitions set forth in the HIPAA Rules at 45 C.F.R. Parts 160, 162 and 164, as amended. In
the event of any conflict between the mandatory provisions of the HIPAA Rules and the provisions
of this Contract, the HIPAA Rules shall control. Where the provisions of this Contract differ from
those mandated by the HIPAA Rules, but are nonetheless permitted by the H1PAA 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.
HCPF HIPAA BA Page 1 of 8
c. "Protected Information" shall mean PHI provided by CE to Associate or created,
received, maintained or transmitted by Associate on CE's behalf. To the extent Associate is a
covered entity under HIPAA and creates or obtains its own PHI for treatment, payment and health
care operations, Protected Information under this Contract does not include any PHI created or
obtained by Associate as a covered entity and Associate shall follow its own policies and
procedures for accounting, access and amendment of Associate's PHI.
d. "Subcontractor" shall mean a third party to whom Associate delegates a function,
activity, or service that involves CE's Protected Information, in order to carry out the
responsibilities of this Agreement.
2. Obligations of Associate.
a. Permitted Uses. Associate shall not use Protected Information except for the
purpose of performing Associate's obligations under this Contract and as permitted under this
Addendum. Further, Associate shall not use Protected Information in any manner that would
constitute a violation of the HIPAA Rules if so used by CE, except that Associate may use
Protected Information: (i)for the proper management and administration of Associate;(ii)to carry
out the legal responsibilities of Associate; or (iii) for Data Aggregation purposes for the Health
Care Operations of CE. Additional provisions, if any, governing permitted uses of Protected
Information are set forth in Attachment A to this Addendum. Associate agrees to defend and
indemnify the Department against third party claims arising from Associate's breach of this
Addendum.
b. Permitted Disclosures. Associate shall not disclose Protected Information in any
manner that would constitute a violation of the HIPAA Rules if disclosed by CE, except that
Associate may disclose Protected Information: (i) in a manner permitted pursuant to this Contract;
(ii) for the proper management and administration of Associate; (iii) as required by law; (iv) for
Data Aggregation purposes for the Health Care Operations of CE;or(v)to report violations of law
to appropriate federal or state authorities, consistent with 45 C.F.R. Section 164.502(j)(1). To the
extent that Associate discloses Protected Information to a third party Subcontractor, Associate
must obtain, prior to making any such disclosure: (i) reasonable assurances through execution of
a written agreement with such third party that such Protected Information will be held confidential
as provided pursuant to this Addendum and only disclosed as required by law or for the purposes
for which it was disclosed to such third party;and that such third party will notify Associate within
five(5)business days of any breaches of confidentiality of the Protected Information,to the extent
it has obtained knowledge of such breach. Additional provisions, if any, governing permitted
disclosures of Protected Information are set forth in Attachment A.
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
HCPF HIPAA IIA Page 2 of 8
safeguards as needed to ensure continued provision of reasonable and appropriate protection of
Protected Information.
d. Reporting of Improper Use or Disclosure. Associate shall report to CE in writing
any use or disclosure of Protected Information other than as provided for by this Contract within
five(5) business days of becoming aware of such use or disclosure.
e. Associate's Agents. If Associate uses one or more Subcontractors or agents to
provide services under the Contract, and such Subcontractors or agents receive or have access to
Protected Information, each Subcontractor or agent shall sign an agreement with Associate
containing substantially the same provisions as this Addendum and further identifying CE as a
third party beneficiary with rights of enforcement and indemnification from such Subcontractors
or agents in the event of any violation of such Subcontractor or agent agreement. The agreement
between the Associate and Subcontractor or agent shall ensure that the Subcontractor or agent
agrees to at least the same restrictions and conditions that apply to Associate with respect to such
Protected Information. Associate shall implement and maintain sanctions against agents and
Subcontractors that violate such restrictions and conditions and shall mitigate the effects of any
such violation.
f. Access to Protected Information. If Associate maintains Protected Information
contained within CE's Designated Record Set, Associate shall make Protected Information
maintained by Associate or its agents or Subcontractors in such Designated Record Sets available
to CE for inspection and copying within ten (10)business days of a request by CE to enable CE to
fulfill its obligations to permit individual access to PHI under the HIPAA Rules, including, but not
limited to, 45 C.F.R. Section 164.524. If such Protected Information is maintained by Associate
in an electronic form or format, Associate must make such Protected Information available to CE
in a mutually agreed upon electronic form or format.
g. Amendment of PHI. If Associate maintains Protected Information contained within
CE's Designated Record Set, Associate or its agents or Subcontractors shall make such Protected
Information available to CE for amendment within ten (10) business days of receipt of a request
from CE for an amendment of Protected Information or a record about an individual contained in
a Designated Record Set, and shall incorporate any such amendment to enable CE to fulfill its
obligations with respect to requests by individuals to amend their PHI under the HIPAA Rules,
including,but not limited to,45 C.F.R. Section 164.526. If any individual requests an amendment
of Protected Information directly from Associate or its agents or Subcontractors, Associate must
notify CE in writing within five (5) business days of receipt of the request. Any denial of
amendment of Protected Information maintained by Associate or its agents or Subcontractors shall
be the responsibility of CE.
h. Accounting Rights.Associate and its agents or Subcontractors shall make available
to CE, within ten (10) business days of notice by CE, the information required to provide an
accounting of disclosures to enable CE to fulfill its obligations under the HIPAA Rules, including,
but not limited to, 45 C.F.R. Section 164.528. In the event that the request for an accounting is
delivered directly to Associate or its agents or Subcontractors, Associate shall within five (5)
business days of the receipt of the request, forward it to CE in writing. It shall be CE's
HCPF HIPAA BA Page 3 of 8
responsibility to prepare and deliver any such accounting requested. Associate shall not disclose
any Protected Information except as set forth in Section 2(b)of this Addendum.
i. Governmental Access to Records. Associate shall keep records and make its
internal practices, books and records relating to the use and disclosure of Protected Information
available to the Secretary of the U.S. Department of Health and Human Services(the"Secretary"),
in a time and manner designated by the Secretary,for purposes of determining CE's or Associate's
compliance with the HIPAA Rules. Associate shall provide to CE a copy of any Protected
Information that Associate provides to the Secretary concurrently with providing such Protected
Information to the Secretary when the Secretary is investigating CE. Associate shall cooperate
with the Secretary if the Secretary undertakes an investigation or compliance review of Associate's
policies, procedures or practices to determine whether Associate is complying with the HIPAA
Rules, and permit access by the Secretary during normal business hours to its facilities, books,
records, accounts, and other sources of information, including Protected Information, that are
pertinent to ascertaining compliance.
j. Minimum Necessary. Associate (and its agents or Subcontractors) shall only
request, use and disclose the minimum amount of Protected Information necessary to accomplish
the purpose of the request, use or disclosure, in accordance with the Minimum Necessary
requirements of the HIPAA Rules including, but not limited to,45 C.F.R. Sections 164.502(b)and
164.514(d).
k. Data Ownership. Associate acknowledges that Associate has no ownership rights
with respect to the Protected Information.
I. Retention of Protected Information. Except upon termination of the Contract as
provided in Section 4(c)of this Addendum,Associate and its Subcontractors or agents shall retain
all Protected Information throughout the term of this Contract and shall continue to maintain the
information required under Section 2(h) of this Addendum for a period of six(6)years.
m. Associate's Insurance.Associate shall maintain insurance to cover loss of PHI data
and claims based upon alleged violations of privacy rights through improper use or disclosure of
PHI. All such policies shall meet or exceed the minimum insurance requirements of the Contract
(e.g., occurrence basis, combined single dollar limits, annual aggregate dollar limits, additional
insured status and notice of cancellation).
n. Notification of Breach. During the term of this Contract, Associate shall notify CE
within five (5) business days of any suspected or actual breach of security, intrusion or
unauthorized use or disclosure of Protected Information and/or any actual or suspected use or
disclosure of data in violation of any applicable federal or state laws or regulations. Associate
shall not initiate notification to affected individuals per the HIPAA Rules without prior notification
and approval of CE. Information provided to CE shall include the identification of each individual
whose unsecured PHI has been, or is reasonably believed to have been accessed, acquired or
disclosed during the breach. Associate shall take (i) prompt corrective action to cure any such
deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable
federal and state laws and regulations.
HCPF HIPAA BA Page 4 of 8
o. Audits, Inspection and Enforcement. Within ten (10) business days of a written
request by CE,Associate and its agents or Subcontractors shall allow CE to conduct a reasonable
inspection of the facilities, systems, books, records, agreements, policies and procedures relating
to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of
determining whether Associate has complied with this Addendum; provided, however, that: (i)
Associate and CE shall mutually agree in advance upon the scope,timing and location of such an
inspection; and (ii) CE shall protect the confidentiality of all confidential and proprietary
information of Associate to which CE has access during the course of such inspection. The fact
that CE inspects, or fails to inspect, or has the right to inspect, Associate's facilities, systems,
books,records,agreements,policies and procedures does not relieve Associate of its responsibility
to comply with this Addendum, nor does CE's (i) failure to detect or(ii) detection, but failure to
notify Associate or require Associate's remediation of any unsatisfactory practices, constitute
acceptance of such practice or a waiver of CE's enforcement rights under the Contract.
p. Safeguards During Transmission. Associate shall be responsible for using
appropriate safeguards, including encryption of PHI, to maintain and ensure the confidentiality,
integrity and security of Protected Information transmitted to CE pursuant to the Contract, in
accordance with the standards and requirements of the HIPAA Rules.
q. Restrictions and Confidential Communications. Within ten (10) business days of
notice by CE of a restriction upon uses or disclosures or request for confidential communications
pursuant to 45 C.F.R. Section 164.522, Associate will restrict the use or disclosure of an
individual's Protected Information. Associate will not respond directly to an individual's requests
to restrict the use or disclosure of Protected Information or to send all communication of Protected
Information to an alternate address.Associate will refer such requests to the CE so that the CE can
coordinate and prepare a timely response to the requesting individual and provide direction to
Associate.
3. Obligations of CE.
a. Safeguards During Transmission. CE shall be responsible for using appropriate
safeguards, including encryption of PHI, to maintain and ensure the confidentiality, integrity and
security of Protected Information transmitted pursuant to this Contract, in accordance with the
standards and requirements of the HIPAA Rules.
b. Notice of Changes. CE maintains a copy of its Notice of Privacy Practices on its
website. CE shall provide Associate with any changes in, or revocation of, permission to use or
disclose Protected Information, to the extent that it may affect Associate's permitted or required
uses or disclosures. To the extent that it may affect Associate's permitted use or disclosure of PHI,
CE shall notify Associate of any restriction on the use or disclosure of Protected Information that
CE has agreed to in accordance with 45 C.F.R. Section 164.522.
4. Termination.
a. Material Breach. In addition to any other provisions in the Contract regarding
breach, a breach by Associate of any provision of this Addendum, as determined by CE, shall
HCPF HIPAA BA Page 5 of 8
constitute a material breach of this Contract and shall provide grounds for immediate termination
of this Contract by CE pursuant to the provisions of the Contract covering termination for cause,
if any.If the Contract contains no express provisions regarding termination for cause,the following
terms and conditions shall apply:
(1) Default. If Associate refuses or fails to timely perform any of the provisions
of this Contract, CE may notify Associate in writing of the non-performance, and if not promptly
corrected within the time specified, CE may terminate this Contract. Associate shall continue
performance of this Contract to the extent it is not terminated and shall be liable for excess costs
incurred in procuring similar goods or services elsewhere.
(2) Associate's Duties. Notwithstanding termination of this Contract, and
subject to any directions from CE, Associate shall take timely, reasonable and necessary action to
protect and preserve property in the possession of Associate in which CE has an interest.
b. Reasonable Steps to Cure Breach. If CE knows of a pattern of activity or practice
of Associate that constitutes a material breach or violation of the Associate's obligations under the
provisions of this Addendum or another arrangement, then CE shall take reasonable steps to cure
such breach or end such violation. If CE's efforts to cure such breach or end such violation are
unsuccessful, CE shall terminate the Contract, if feasible. If Associate knows of a pattern of
activity or practice of a Subcontractor or agent that constitutes a material breach or violation of the
Subcontractor's or agent's obligations under the written agreement between Associate and the
Subcontractor or agent, Associate shall take reasonable steps to cure such breach or end such
violation, if feasible.
c. Effect of Termination.
(1) Except as provided in paragraph (2)of this subsection, upon termination of
this Contract, for any reason, Associate shall return or destroy all Protected Information that
Associate or its agents or Subcontractors still maintain in any form, and shall retain no copies of
such Protected Information. If Associate elects to destroy the Protected Information, Associate
shall certify in writing to CE that such Protected Information has been destroyed.
(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
HCPF IIIPAA BA Page 6 of 8
Federal Tort Claims Act, 28 U.S.C. 2671 et seq. as applicable, as now in effect or hereafter
amended.
7. Limitation of Liability. Any limitation of Associate's liability in the Contract shall be
inapplicable to the terms and conditions of this Addendum.
8. Disclaimer. CE makes no warranty or representation that compliance by Associate with
this Contract or the HIPAA Rules will be adequate or satisfactory for Associate's own purposes.
Associate is solely responsible for all decisions made by Associate regarding the safeguarding of
PHI.
9. Certification. To the extent that CE determines an examination is necessary in order to
comply with CE's legal obligations pursuant to the HIPAA Rules relating to certification of its
security practices, CE or its authorized agents or contractors, may, at CE's expense, examine
Associate's facilities, systems, procedures and records as may be necessary for such agents or
contractors to certify to CE the extent to which Associate's security safeguards comply with the
HIPAA Rules or this Addendum.
10. Amendment.
a. Amendment to Comply with Law. The parties acknowledge that state and federal
laws relating to data security and privacy are rapidly evolving and that amendment of this
Addendum may be required to provide for procedures to ensure compliance with such
developments. The parties specifically agree to take such action as is necessary to implement the
standards and requirements of the HIPAA Rules and other applicable laws relating to the
confidentiality, integrity, availability and security of PHI. The parties understand and agree that
CE must receive satisfactory written assurance from Associate that Associate will adequately
safeguard all Protected Information and that it is Associate's responsibility to receive satisfactory
written assurances from Associate's Subcontractors and agents. Upon the request of either party,
the other party agrees to promptly enter into negotiations concerning the terms of an amendment
to this Addendum embodying written assurances consistent with the standards and requirements
of the HIPAA Rules or other applicable laws. CE may terminate this Contract upon thirty (30)
days written notice in the event (i) Associate does not promptly enter into negotiations to amend
this Contract when requested by CE pursuant to this Section, or(ii) Associate does not enter into
an amendment to this Contract providing assurances regarding the safeguarding of PHI that CE,
in its sole discretion, deems sufficient to satisfy the standards and requirements of the HIPAA
Rules.
b. Amendment of Attachment A. Attachment A may be modified or amended by
mutual agreement of the parties in writing from time to time without formal amendment of this
Addendum.
11. Assistance in Litigation or Administrative Proceedings. Associate shall make itself, and
any Subcontractors, employees or agents assisting Associate in the performance of its obligations
under the Contract, available to CE, at no cost to CE, up to a maximum of thirty (30) hours, to
testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being
HCPF HIPAA BA Page 7 of 8
commenced against CE, its directors, officers or employees based upon a claimed violation of the
HIPAA Rules or other laws relating to security and privacy or PHI, in which the actions of
Associate are at issue, except where Associate or its Subcontractor, employee or agent is a named
adverse party.
12. No Third Party Beneficiaries. Nothing express or implied in this Contract is intended to
confer, nor shall anything herein confer, upon any person other than CE, Associate and their
respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever.
13. Interpretation and Order of Precedence. The provisions of this Addendum shall prevail
over any provisions in the Contract that may conflict or appear inconsistent with any provision in
this Addendum. Together, the Contract and this Addendum shall be interpreted as broadly as
necessary to implement and comply with the HIPAA Rules. The parties agree that any ambiguity
in this Contract shall be resolved in favor of a meaning that complies and is consistent with the
HIPAA Rules. This Contract supersedes and replaces any previous separately executed HIPAA
addendum between the parties.
14. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary,
Associate's obligations under Section 4(c) ("Effect of Termination") and Section 12 ("No Third
Party Beneficiaries") shall survive termination of this Contract and shall be enforceable by CE as
provided herein in the event of such failure to perform or comply by the Associate.This Addendum
shall remain in effect during the term of the Contract including any extensions.
HCPF HIPAA BA Page 8 of 8
1
ATTACHMENT A
This Attachment sets forth additional terms to the HIPAA Business Associate Addendum,
which is part of the Contract between the State of Colorado, Department of Health Care Policy
and Financing and the Contractor and is effective as of the date of the Contract (the "Attachment
Effective Date"). This Attachment may be amended from time to time as provided in Section
10(b)of the Addendum.
1. Additional Permitted Uses. In addition to those purposes set forth in Section 2(a) of the
Addendum, Associate may use Protected Information as follows:
No additional permitted uses.
2. Additional Permitted Disclosures. In addition to those purposes set forth in Section 2(b)
of the Addendum, Associate may disclose Protected Information as follows:
No additional permitted disclosures.
3. Subcontractor(s). The parties acknowledge that the following subcontractors or agents of
Associate shall receive Protected Information in the course of assisting Associate in the
performance of its obligations under this Contract:
No subcontractors.
4. Receipt. Associate's receipt of Protected Information pursuant to this Contract shall be
deemed to occur as follows and Associate's obligations under the Addendum shall commence with
respect to such PHI upon such receipt:
Upon receipt of PHI from the Department.
5. Additional Restrictions on Use of Data. CE is a Business Associate of certain other
Covered Entities and, pursuant to such obligations of CE, Associate shall comply with the
following restrictions on the use and disclosure of Protected Information:
No additional restrictions.
6. Additional Terms. [Section may include specifications for disclosure format, method of
transmission, use of an intermediary, use of digital signatures or PKI, authentication, additional
security or privacy specifications, de-identification/re-identification of data, etc.]:
No additional terms.
HCPF HIPAA BA,Attachment A Page 1 of 1 Revised 8/12
Contract Routing Number 2015001865
EXHIBIT A, STATEMENT OF WORK
1. CONTRACTOR'S GENERAL REQUIREMENTS
1.1. Deliverables
1.1.1. All deliverables shall meet Department-approved format and content requirements.
The Department will specify the number of copies and media for each deliverable.
1.1.2. Each deliverable will follow the deliverable submission process as follows:
1.1.2.1. The Contractor shall submit each deliverable to the Department for review and
approval.
1.1.2.2. The Department will review the deliverable and may direct the Contractor to make
changes to the deliverable. The Contractor shall make all changes within five (5)
Business Days following the Department's direction to make the change unless the
Department provides a longer period in writing.
1.1.2.2.1. Changes the Department may direct include, but are not limited to, modifying
portions of the deliverable, requiring new pages or portions of the deliverable,
requiring resubmission of the deliverable or requiring inclusion of information
that was left out of the deliverable.
1.1.2.2.2. The Department may also direct the Contractor to provide clarification or
provide a walkthrough of each deliverable to assist the Department in its review.
The Contractor shall provide the clarification or walkthrough as directed by the
Department.
1.1.2.3. Once the Department has received an acceptable version of the deliverable,
including all changes directed by the Department, the Department will notify the
Contractor of its acceptance of the deliverable in writing. A deliverable shall not
be deemed accepted prior to the Department's notice to the Contractor of its
acceptance of that deliverable.
1.1.3. The Contractor shall employ an internal quality control process to ensure that all
deliverables, documents and calculations are complete, accurate, easy to understand
and of high quality. The Contractor shall provide deliverables that, at a minimum, are
responsive to the specific requirements for that deliverable, organized into a logical
order, contain no spelling or grammatical errors, are formatted uniformly and contain
accurate information and correct calculations. The Contractor shall retain all draft and
marked-up documents and checklists utilized in reviewing deliverables for reference as
directed by the Department.
1.1.4. In the event that any due date for a deliverable falls on a day that is not a Business Day,
then the due date shall be automatically extended to the next Business Day, unless
otherwise directed by the Department.
1.1.5. All due dates or timelines that reference a period of days, months or quarters shall be
measured in calendar days, months and quarters unless specifically stated as being
measured in Business Days or otherwise. All times stated in the Contract shall be
lixhibil A Page 1 of 10
considered to be in Mountain Time, adjusted for Daylight Saving Time as appropriate,
unless specifically stated otherwise.
1.1.6. No deliverable, report, data, procedure or system created by the Contractor for the
Department that is necessary to fulfilling the Contractor's responsibilities under the
Contract, as determined by the Department, shall be considered proprietary.
1.1.7. If any deliverable contains ongoing responsibilities or requirements for the Contractor,
such as deliverables that are plans, policies or procedures, then the Contractor shall
comply with all requirements of the most recently approved version of that deliverable.
The Contractor shall not implement any version of any such deliverable prior to receipt
of the Department's written approval of that version of that deliverable. Once a version
of any deliverable described in this subsection is approved by the Department, all
requirements, milestones and other deliverables contained within that deliverable shall
be considered to be requirements, milestones and deliverables of this Contract.
1.1.7.1. Any deliverable described as an update of another deliverable shall be considered
a version of the original deliverable for the purposes of this subsection.
1.2. Stated Deliverables and Performance Standards
1.2.1. Any section within this Statement of Work headed with or including the term
"DELIVERABLE" or "PERFORMANCE STANDARD" is intended to highlight a
deliverable or performance standard contained in this Statement of Work and provide
a clear due date for deliverables. The sections with these headings are not intended to
expand or limit the requirements or responsibilities related to any deliverable or
performance standard.
1 .3. Communication Requirements
1.3.1. Communication Requirements with the Department
1.3.1.1. The Contractor shall enable all Contractor staff to exchange documents and
electronic files with the Department staff in compatible formats. The Department
currently uses Microsoft Office 2013 for PC. If the Contractor uses a compatible
program that is not Microsoft Office 2013 for PC, then the Contractor shall ensure
that all documents or files delivered to the Department are completely transferrable
and reviewable, without error, on the Department's systems.
1.4. Transmittal Process
1.4.1. The Department will use a transmittal process to provide the Contractor with official
direction within the scope of the Contract. The Contractor shall comply with all
direction contained within a completed transmittal. For a transmittal to be considered
complete, it shall include, at a minimum, all of the following:
1.4.1.1. The date the transmittal will be effective.
I.4.I.2. Direction to the Contractor regarding performance under the Contract.
1.4.1.3. A due date or timeline by which the Contractor shall comply with the direction
contained in the transmittal.
Exhibit A Page 2 of 10
1.4.1.4. The signature of the Department employee who has been designated to sign
transmittals.
1.4.2. The Department will provide the Contractor with the name of the person it has
designated to sign transmittals on behalf of the Department, who will be the
Department's primary designee. The Department will also provide the Contractor with
a list of backups who may sign a transmittal on behalf of the Department if the primary
designee is unavailable. The Department may change any of its designees from time
to time by providing notice to the Contractor through a transmittal.
1.4.3. The Department may deliver a completed transmittal to the Contractor in hard copy,as
a scanned attachment to an email or through a dedicated communication system, if such
a system is available.
1.4.4. If the Contractor receives conflicting transmittals, the Contractor shall contact the
Department's primary designee, or backup designees if the primary designee is
unavailable, to obtain direction. If the Department does not provide direction
otherwise, then the transmittal with the latest effective date shall control.
1.4.5. In the event that the Contractor receives direction from the Department outside of the
transmittal process, it shall contact the Department's primary designee, or backup
designees if the primary designee is unavailable,and have the Department confirm that
direction through a transmittal prior to complying with that direction.
1.4.6. Transmittals may not be used in place of an amendment, and may not, under any
circumstances be used to modify the term of the Contract or any compensation under
the Contract.
1.4.7. The Parties shall retain all transmittals for reference and shall provide copies of any
transmittals upon request.
1.5. Data Use Addendum
1.5.1. The Contractor shall agree to and provide signatures for CMS-R-0235a, Data Use
Agreement Addendum to receive MDS identifiable data to support Options Counseling
and referral Services as described in Exhibit D. The Contractor shall ensure that all
Subcontractors agree to and provide signatures for CMS-R-0235a, Data Use
Agreement Addendum.
2. PERSONNEL AND MEETING REQUIREMENTS
2.1. Department Staff
2.1.1. Department Staff from both the Department of Human Services (DHS) and the
Department of Health Care Policy and Financing (HCPF) will coordinate
communications with the Contractor's Aging and Disability Resources for Colorado
(ADRC)staff, including staff from a sub-contracted Independent Living Center(ILC),
to ensure proper uniformity with the project.
2.2. Meeting Requirements
2.2.1. The Contractor shall attend monthly CCT transition meetings for Transition
Coordinators (TCs), Case Managers (CMs,), Option Counselors and Ombudsman
scheduled by the Department to coordinate and plan referral and transition activities
Exhibit A Page 3 of 10
and to discuss processes impacting clients,consumers and long term care facility staff.
The Contractor shall ensure that it provides all necessary attendees as requested by the
Department for these meetings, including, but not limited to, the ADRC site, Case
Management Agencies (CMAs), Transition Coordination Agencies (TCAs) and sub-
contracted ILCs.
2.2.2. The Contractor's ADRC site,CMAs, ILCs and TCAs shall work to establish a standard
meeting schedule based on the local needs of the Contractor.
2.2.3. The Contractor's ADRC site, sub-contracted ILCs, CMAs, and TCAs may meet
regularly outside of the scheduled monthly meeting at the Contractor's discretion for
the purposes of coordinating efforts and resolving issues at a local level.
3. DEPARTMENT SUPPORT AND RESPONSIBILITIES
3.1. The Department will financially support the infrastructure of the ADRC network to enable
it to conduct outreach activities to inform local stakeholders and the general public about
Colorado Choice Transitions (CCT) and other transition services, to respond to all
Minimum Data Set (MDS) Section Q referrals and provide options counseling to nursing
home residents in the ADRC coverage area.
3.2. The Department will designate ADRC sites as the Local Contact Agencies (LCAs)_
3.3. The Department will inform all nursing facilities and transition coordinators in the
coverage area that the ADRC in the Contractor's coverage area shall serve as the LCA.
3.4. The Department will make available an online MDS Section Q training for Options
Counselors, nursing facility staff and transition coordinators.
3.5. The Department will provide ongoing technical assistance regarding outreach activities and
the referral and transition processes to the ADRC sites, sub-contracted ILCs, TCAs, and
CMAs through monthly CCT transitions meetings and technical assistance calls.
3.6. The Department shall make available relevant MDS data to the Contractor to support
ADRC planning and activities in response to Section Q referrals.
4. ADRC COVERAGE AREA
4.1. The ADRC sites shall manage all referrals locally from nursing homes in the following
counties: Weld.
5. ADRC OUTREACH RESPONSIBILITIES
5.1. ADRC sites shall develop and submit a Regional Outreach Plan to the Department for
review.
5.1.1. The Regional Outreach Plan shall include all of the following:
5.1.1.1. An outline of the Contractor's proposed efforts to increase referrals for options
counseling and community transitions. The Contractor may include any outreach
activity approved by the Department. The Department will provide a list of
potential outreach activities to the Contractor.
5.1.1.2. All performance standards, timelines and milestones the Contractor will meet
related to regional outreach as well as any deliverables the Contractor will submit.
Exhibit A Page 4 of 10
5.1.2. The Contractor shall deliver the Regional Outreach Plan to the Department for review
and approval.
5.1.2.1. DELIVERABLE: Regional Outreach Plan
5.1.2.2. DUE: Sixty(60)days after the Effective Date.
5.2. The Contractor's ADRC sites shall conduct outreach efforts in accordance to the
Department approved Regional Outreach Plan.
5.2.1. Target audiences for outreach activities shall include, but are not limited to:
5.2.1.1. Potential Clients;
5.2.1.2. Families/Guardians;
5.2.1.3. Nursing Facility Staff;
5.2.1.4. Housing Authorities;
5.2.1.5. Landlords; and
5.2.1.6. General members of the public.
5.2.2. The Contractor shall provide ongoing Section Q outreach, training and education to
nursing facility staff and transition coordination agencies.
6. OPTIONS COUNSELING RESPONSIBILITIES
6.1. The Contractor shall provide options counseling following the requirements included in
this section.
6.2. The Contractor's ADRC site staff shall use options counseling standards identified in the
ADRC Policy and Procedure Manual provided by the Department,to facilitate the Section
Q referral process and referrals to CCT.
6.2.1. The Contractor shall use the ADRC Policy and Procedure Manual to determine the
minimum qualifications for options counseling for ADRC staff and sub-contractors.
6.3. The Contractor's ADRC staff shall provide options counseling to the following groups:
6.3.1. Residents using Medicaid referred through the Section Q process;
6.3.2. Residents using Medicaid referred through self-referrals;
6.3.3. Residents using Medicaid referred through the nursing facility but not the Section Q
process; and
6.3.4. Residents using Medicaid referred through service providers, advocates and/or family
members.
6.4. The Contractor and all Subcontractors shall assign a staff member as an Options Counselor
for residents. All Options Counselors shall be assigned by January], 2015.
6.5. The Contractor's ADRC staff Options Counselors shall meet the referred residents in the
resident's nursing home within ten (10)working days of the referral.
6.6. The Contractor shall make the referral to a Subcontractor, when applicable, within two (2)
business days after receiving the client referral for options counseling.
Exhibit A Page 5 of 10
6.7. The Contractor shall ensure that the Subcontractor responds to the referred resident in the
resident's nursing facility within eight (8) working days after receiving the referral from
the Contractor.
6.8. The Options Counselors shall counsel residents enrolled in a Medicaid program and who
wish to transition to the community.
6.8.1. The residents shall have the choice of any of the following programs through Medicaid:
6.8.1.1. A traditional home and community based waiver program (l-ICBS).
6.8.1.2. Program for All-inclusive Care for the Elderly (PACE),where available.
6.8.1.3. CCT.
6.9. The Options Counselor shall, for those residents interested in CCT, explain the program
and complete the Informed Consent Form,as provided by the Department,with the resident
client or their legal guardian.
6.10. The Options Counselor shall always make a referral to a local transition coordination
agency if the Medicaid client wishes to proceed with the transition process.
6.10.1. The Options Counselor shall not screen out a client for transition services.
6.10.2. The Options Counselor shall inform the client of the available TCAs and Intensive Case
Management (ICM) Agencies in the local area that can work with the client to
determine if a transition is feasible and allow the client to choose an agency.
6.10.3. The Options Counselor shall leave the appropriate contact information of the chosen
TCA for each client or designated person.
6.10.4. The Options Counselor shall make a referral to a local TCA by sending the following
forms, which are provided by the Department, immediately to a local TCA of the
client's choosing immediately upon signature:
6.10.4.1. Completed Options Counseling Referral Information Form;
6.10.4.2. Completed Informed Consent Form (if client meets the eligibility criteria and has
chosen CCT); and
6.10.4.3. Options Counseling Assessment.
6.10.5. The Options Counselor shall send a completed Informed Consent Form and Options
Counseling Assessment to the Department's CCT Community Liaison immediately
upon signature by the client.
6.10.6. In the case that client is not an eligible candidate for CCT or Community Transition
Services through Medicaid, the Options Counselor shall inform him or her of their
alternative options, and make proper referrals based on the client's status.
6.10.7. The Contractor shall ensure that one hundred percent (100%) of residents referred
through Section Q receive options counseling.
6.10.8. The Contractor and its Subcontractors shall ensure that one hundred percent(100%)of
options counseling provided follow national and state standards for option counseling.
Exhibit A Page 6 of 10
6.10.9. The Contractor shall ensure that one hundred percent (100%) of Colorado Choice
Transitions (CCT) eligible residents who desire to continue with transitioning are
referred to a local TCA.
6.10.10. The Contractor shall ensure that the ADRC site participates in a statewide monthly
CCT technical assistance conference call to problem solve common issues and share
best practices in the referral and transition process.
6.10.11. The Contractor shall ensure that the ADRC site attends county-level CCT meetings to
improve the candidate identification, referral and transition functions and to problem
solve local or client specific issues with the referral transition process.
6.10.12. If the resources are available to the Contractor, the selected ADRC site shall establish
a referral relationship with local agencies serving veterans. This relationship structure
shall be subject to Department approval.
7. REGIONAL TRANSITION COMMITTEE DEVELOPMENT
7.1. The Contractor shall convene and facilitate a Regional Transition Committee (RTC) to
support community transitions by identifying transition barriers and develop methods for
mitigating barriers and planning outreach activities and coordinating efforts between
agencies.
7.2. The Contractor shall establish or assume responsibility for a RTC within ninety (90)days
of the Effective Date.
7.3. The Department shall provide ADRC Directors with training and resources for convening
and maintaining a RTC.
7.4. RTCs shall prepare a Strategy Plan to support the transition goals of the region.
7.4.1. DELIVERABLE: RTC Strategy Plan
7.4.2. DUE: within ninety (90) days following the Effective Date
7.5. RTCs shall submit a quarterly RTC status report, on the progress of goals identified in the
Strategy Plan to the Department.
7.5.1. DELIVERABLE: Quarterly RTC Status Report
7.5.2. DUE: within the timeframes described in section 9 of this Contract.
7.6. RTC Membership shall include, but is not limited to, representatives from the following
perspectives:
7.6.1. ADRC Site;
7.6.2. Clients/Families;
7.6.3. Community Centered Boards;
7.6.4. Community Providers;
7.6.5. Landlords;
7.6.6. Local Housing Authorities;
7.6.7. Nursing Facilities;
Exhibit A Page 7 of 10
7.6.8. Ombudsmen;
7.6.9. Single Entry Points; and
7.6.10. Transition Coordination Agencies.
7.7. The Contractor shall provide a report documenting their efforts to recruit RTC members
from the groups listed in section 7.6 the ADRC and submit it to the Department as part of
the Quarterly RTC Status Reports.This report shall include the following:
7.7.1. List of community partners contacted
7.7.2. Method of contact(phone call, meeting,email)
7.7.3. List of newly recruited members
7.7.4. Summary of communication
7.7.5. Reason community partner(s)declined to participate
8. SUB-CONTRACT WITH ILCS
8.1. The Contractor may subcontract with an ILC to support outreach activities and options
counseling to nursing home residents if an ILC is established in the Contractor's coverage
area.
8.2. If the Contractor subcontracts with an ILC, the ILC shall provide options counseling in
accordance with the established ADRC policies and procedures and state standards.
8.3. The Contractor shall include the ILC performance data in the required reports identified in
9.0.
8.4. In the event that an ILC does not wish to subcontract with the Contractor, the Contractor
shall provide documentation indicating that the ILC has opted out.
8.5. The Contractor shall inform the Department if the Contractor establishes a subcontract with
an 1LC.
8.6. The Contractor may earn an administrative rate for each calendar quarter in which the
Contractor subcontracts with an ILC. For the purposes of this rate, the Contractor shall be
considered to have contracted with an ILC during the quarter if the Contractor has
subcontracted with the ILC for the entire quarter. The Contractor shall provide a copy of
the subcontract to the Department.
8.7. Written notification of termination of a subcontract shall be provided to the Department
ten (10)working days prior to the contract termination unless the Department allows for a
shorter period in writing.
8.7.1. PERFORMANCE STANDARD: Subcontracted with an ILC during the calendar
quarter.
9. REPORTING
9.1. The Contractor shall complete all reports in this section using the forms and formats
provided by the Department.
Exhibit A Page 8 of 10
9.2. Monthly referral logs shall be completed and submitted the 15th of each month and report
the previous month's activity.
9.3. The following reports are due on a quarterly basis:
9.3.1. ADRC Data report;
9.3.2. Outreach Report; and
9.3.3. RTC Status Report
9.4. All quarterly reports are due no later than fifteen (15) calendar days following the end of
the calendar quarter that the report covers.
9.5. All reports are subject to Department approval.
10. COMPENSATION
10.I. The compensation under this Contract shall consist of a fixed quarterly rate and incentive
payments as described in Exhibit B, Rates.
10.1.1. The Contractor shall receive a base quarterly rate for each State fiscal quarter.
10.1.1.1. The Contractor may earn a one-time Outreach Incentive in the last quarter of the
contract period if the Contractor meets the performance standards contained in the
most recently approved Outreach Plan.
10.1.2. Any incentive not earned in 10.1.1.1 during the contract period will be placed into a
Statewide Bonus Incentive Pool. At the end of each State Fiscal Year the Department
will split the Bonus Incentive Pool amongst the contractors that have met all incentives
during that year based on the number of Section Q clients served by the contractor.
10.1.2.1. In the event that the Contractor has met all incentives during a State Fiscal Year,
and there is funding available in the Bonus Incentive Pool for that State Fiscal Year,
the Department shall pay the Contractor a Bonus Incentive Payment for that State
Fiscal Year.
10.1.2.2. The amount of a Bonus Incentive Payment for any State Fiscal Year will be
determined by the Department at the Department's sole discretion.The Department
may add any amounts for a Bonus Incentive Payment to this Contract through the
use of an Option Letter.
10.2. The first payment under this Contract shall coincide with the start of the ADRC CCT
Program and the Effective Date of this Contract.
10.3. The contractor shall submit quarterly invoices for payment using the standardized template
provided by the Department.
11. PAYMENT
11.1. The Department shall remit payment to the Contractor within forty-five (45) days of the
Department's acceptance of the monthly and quarterly reports. Acceptance of an invoice
shall not imply the acceptance or sufficiency of any work performed or deliverables
submitted to the Department during the month for which the invoice covers or any other
month. The Department shall not make any payment on an invoice prior to its acceptance
of that invoice.
Exhibit A Page 9 of 1 0
11.2. In the event that the Contractor believes that the calculation or determination of any
payment is incorrect, the Contractor shall notify the Department of the error within thirty
(30) days of receipt of the payment or notification of the determination of the incentive
payment, as appropriate. The Department will review the information presented by the
Contractor and may make changes based on this review. The determination or calculation
that results from the Department's review shall be final. No disputed payment shall be due
until after the Department has concluded its review.
11.3. All payments for the final month of the Contract shall be paid to the Contractor no sooner
than ten (10) days after the Department has determined that the Contractor has completed
all of the requirements of the Contract.
Exhibit A Page 10 of 10
Contract Routing Number 2015001865
EXHIBIT B,RATES
1. THE CONTRACTOR SHALL BE PAID AT THE FOLLOWING RATES:
1.1. The Contractor shall be paid at a fixed quarterly rate, contingent upon the delivery to the
Department of approved monthly and quarterly reports. The applicable rates are as
follows:
Contract Year TOTAL
SFY 2014-2015
Quarter 1 $6,020.71
Quarter 2 $6,020.71
TOTAL $12,041.42
Exhibit B Page 1 of 1
1
Contract Routing Number XXXXXXXXXX
EXHIBIT C,SAMPLE OPTION LETTER
Date: Original Contract Routing# Option Letter# Contract Routing#
CMS#
1) OPTIONS:Choose all applicable options listed in§1 and in§2 and delete the rest.
a. Option to renew only(for an additional term)
b.Change in the amount of goods within current term
c. Change in amount of goods in conjunction with renewal for additional term
d. Level of service change within current term
e. Level of service change in conjunction with renewal for additional term
f. Option to initiate next phase of a contract
2) REQUIRED PROVISIONS.All Option Letters shall contain the appropriate provisions set forth below:
a. For use with Options 1(a-e): In accordance with Section(s) of the Original Contract between the
State of Colorado,Department of Health Care Policy and Financing,and Contractor's Name,the State
hereby exercises its option for an additional term beginning Insert start date and ending on Insert ending date
at a cost/price specified in Section ,AND/OR an increase/decrease in the amount of goods/services at
the same rate(s)as specified in Identify the Section,Schedule,Attachment,Exhibit etc.
b.For use with Option 1(O,please use the following:In accordance with Section(s) of the Original
Contract between the State of Colorado,Department of Health Care Policy and Financing,and Contractor's
Name,the State hereby exercises its option to initiate Phase indicate which Phase:2,3,4,etc for the term
beginning Insert start date and ending on Insert ending date at the cost/price specified in Section
c. For use with all Options 1(a-f):The amount of the current Fiscal Year contract value is
increased/decreased by$amount of change to a new contract value of Insert New$Amt to as consideration
for services/goods ordered under the contract for the current fiscal year indicate Fiscal Year.The first
sentence in Section is hereby modified accordingly.The total contract value including all previous
amendments,option letters,etc.is Insert New$Amt.
3) Effective Date.The effective date of this Option Letter is upon approval of the State Controller or
whichever is later.
STATE OF COLORADO
John W.Hickenlooper,GOVERNOR
Department of Health Care Policy and Financing
By: Insert Name&Title of Person Signing for Agency or IHE
Date:
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS§24-30-202 requires the State Controller to approve all State Contracts.This Contract is not valid
until signed and dated below by the State Controller or delegate.Contractor is not authorized to begin
performance until such time.If Contractor begins performing prior thereto,the State of Colorado is not
obligated to pay Contractor for such performance or for any goods and/or services provided hereunder.
STATE CONTROLLER
David J.McDermott,CPA
By:
Insert Name of Agency or IHE Delegate-Please delete if contract will be routed to OSC for approval
Date:
Exhibit C Page 1 of 1
Contract Routing Number 2015001865
EXHIBIT D, CMS- R-0235 ADDE
NDUM
Exhibit D Cover Page
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