Press Alt + R to read the document text or Alt + P to download or print.

No preview available

The URL can be used to link to this page

Home My WebLink AboutC08-069DEPARTMENT OF PUBLIC HEALTH AND F.NVIItONMF.NT ROUTING N0.08 FIA 00398 APPROVED TASK ORDER CONTRACT -WAIVER #154 This Task Order Contract is issued puranant to Master Contract made on Ol/T3/?.00'1, with ranting number 08 FAA 00016 STATE: State of Colorado for the use & benefit of the Department of Public Health and Environment Prevention Services Division, HCP 4300 Cherry Creek Drive South Denver, Colorado 80246-1530 CONTRACTOR: Board of County Commissioners of Eagle County (apolitical subdivision of the State of Colorado), for the use and benefit of the Eagle County Health and Human Services 551 Broadway Eagle, Colorado 81631 TASK ORDER MADE DATE: August 10, 2007 PO/SC ENCUMBRANCE NUMBER: PO FLA HCP0800398 This Task Order shall be effective upon approval by the State Controller, or designee, or on 10/01 /2007, Whichever is later. The Task Order shall end on 06/30/2008. PRICE STRUCTURE: Fixed Price PROCUREMENT METHOD: Exempt BID/RFP/LIST' PRICE AGREEMENT NUMBER Not Applicable CONTRACTOR ENTITY TYPE: Colorado Political Subdivision CONTRACTOR FEIN OR SOCIAL SECURITY NUMBER: 846000762 L BII.I.ING STATEMENTS RECEIVED: Not Applicable STATUTORY AUTHORITY: CRS 26-1-304 CONTRACT PRICE NOT TO EXCEED: A portion of the blanket encumbrance according to schedule in Exhibit A FEDERAL FUNDING DOLLARS: $0.00 STATE FUNDING DOLLARS: $0.00 MAXIMUM AMOUNT AVAILABLE PER FISCAL YEAR: FY 08: 0.00 LAW SPECIFFIED VENDOR STATUTE: Not Applicable STATE REPRESENTATIVE Kathy Wafters Department of Public Health and Environment Prevention Services Division, HCP 4300 Chevy Creek Drive South Denver, CO 80246-1530 CONTRACTOR REPRESENTATIVE Jill Hunsaker, MPH Public Health Manager Eagle County Health and Human Services P O Box 660 Eagle, CO 81631 SCOPE OF WORK Working in partnership with the State and other local agencies to provide care coordination for families who have children with Traumatic Brain Injury (TBI) and are enrolled in the TBI Trust Fund Program. Page 1 of 4 Ex~rrs: The following exhibits are hereby incorporated: Exhibit A - Additional Provisions (and its attachments if any - e.g., A-1, A-2, etc.) Exhibit B - Statement of Work and Budget (and its attachments if any - e.g., B-1, B-2, etc.) Exhibit C - Limited Amendment Template for Task Orders GENERAL PROVISIONS The following clauses apply to this Task Oxdex Contract. These general clauses may have been expanded upon or made more specific in some instances in exhibits to this Task Order Contract. To the extent that other provisions of this Task Order Contract provide more specificity thaw these general clauses, the more specific provision shall control This Task Order Contract is being entered into pursuant to the terms and conditions of the Master Contract including, but not limited to, Exhibit One thereto. The total term of this Task Order Contract, including any renewals or extensions, may not exceed five (5) years. The parties intend and agree that all work shall be performed according to the standards, terms and conditions set forth in the Master Contract. In accordance with section 2430-202(1), C.R.S., as amended, this Task Order Contract is not valid until it has been approved by the State Controller, or an authorized delegee thereof. The Contractor is not authorized to, and shall not; commence performance under this Task Order Contract until this Task Order Contract has been approved by the State Controller or delegee. The State shall have no financial obligation to the Contractor whatsoever for any work or services or, any costs or expenses, incurred by the Contractor prior to the effective date of this Task Order Contract. If the State Controller approves this Task Order Contract on or before its proposed effective date, then the Contractor shall commence performance under this Task Order Contract on the proposed effective date. If the State Controller approves this Task Order Contract after its proposed effective date, then the Contractor shall only commence performance under this Task Order Contract on that later date. The initial term of this Task Order Contract shall continue through and including the date specified on page one of this Task Order Contract, unless sooner terminated by the parties pursuant to the terms and conditions of this Task Order Contract and/or the Master Contract. Contractor's commencement of performance under this Task Order Contract shall be deemed acceptance of the terms and conditions of this Task Order Contract. 3. The Master Contract and its exhibits and/or attachments are incorporated herein by this reference and made a part hereof as if fully set forth herein. Unless otherwise stated, all exhibits and/or attachments to this Task Order Contract are incorporated herein and made a part of this Task Order Contract. Unless otherwise stated, the terms of this Task Order Contract shall control over any conflicting terms in any of its exhibits. In the event of conflicts or inconsistencies between the Master Contract and this Task Order Contract (including its exhibits and/or attachments), or between this Task Order Contract and its exhibits and/or attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: 1) the Special Provisions of the Master Contract; 2) the Master Contract (other than the Special Provisions) and its exhibits and attachments in the order specified in the Master Contract; 3) this Task Order Contract; 5) the Additional Provisions -_Exhibit A, and its attachments if included, to this Task Order Contract; 4) the Scope/Statement of Work - Exbibft B, and its attachments if included, to this Task Order Contract; 6) other exhibits/attachments to this Task Order Contract in their order of appearance. Page 2 of 4 4. The Contractor, in accordance with the terms and conditions of the Master Contract and this Task Order Contract, shall perform and complete, in a timely and satisfactory manner, all work items described in the Statement of Work and Budget, which are incorporated herein by this reference, made a part hereof and attached hereto as "Ezhibit B". The State, with the concurrence of the Contractor, may, among other things, prospectively renew or extend the term of this Task Order Contract, subject to the limitations set forth in the Master Contract, increase or decrease the amount payable under this Task Order Contract, or add to, delete from, and/or modify this Task Order Contract's Statement of Work through a "Limited Amendment for Task Orders" that is substantially similar to the sample form Limited Amendment that is incorporated herein by this reference and identified as Ezhibit C. To be effective, this Limited Amendment must be signed by the State and the Contractor, and be approved by the State Controller or an authorized delegate thereof. Upon proper execution and approval, this Limited Amendmerrt shall become a formal amendment to this Task Order Contract. This contract is subject to such modifications as may be required by changes in Federal or State law, or their implementing regulations. Any such required modification shall automatically be incorporated into and be part of this Task Order Contract on the effective date of such change as if fully set forth herein. 6. The conditions, provisions, and terms of any RFP attached hereto, if applicable, establish the minimum standards of performance that the Contractor must meet under this Task Order Contract. If the Contractor's Proposal, if attached hereto, or any attachments or exhibits thereto, or the Scope/Statement of Work - Exhibit B, establishes or creates standards of performance greater than those set forth in the 1tFP, then the Contractor shall also meet those standards of performance under this Task Order Contract. Page 3 of 4 IN WITNESS WHEREOF, the State has executed this Task Order Contract as of the day first above written. CONTRACTOR: Boazd of County Commissioners of Eagle County (a political subdivision of the State of Colorado), for the use and benefit of the Eagle County Health and Human Services Legal Name of Contracting Entity STATE OF COLORADO: BILL RTl°TER, JR. GOVERNOR ~' Far Executive Director 84-6000762 L Department of Public Health and Environment Social Security Number or FEIN .i Department Program Approval: Signature of Auth Officer ~11<Y1M (~~s ~ cA ~ 1r If~'1Q lrl BY Print Name & Title of Authorized Officer GOVERNMENTAL ENTITIES: (An attestation and seal are required) p~ ~~ co v G og ~ h ~ *' Attest (Seal) O p0 (Town/City/County Clerk or Egaivalent) R~ (Place government seal here) ~y : I _~~. ~~ Tvi Zvi ~ ALL CONTRACTS MU5T BE APPROVED BY THE STATE CONTROLLER CRS 2430-202 requires that the State Controller approve all state contaacts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for the goods and/or services providers. STATE CONTROLLER: Leslie M. Shenefelt lay Date Page 4 of 4 EXHIBIT A ADDITIONAL PROVISIONS To Task Order Dated 08/10/07 -Contract Routing Number 08 FLA 00398 These provisions are to be read and interpreted in conjunction with the provisions of the Task Order specifed above. The Colorado Department of Human Services, through Denver Options, Inc. and under the provisions of C.R.S. 26-1-304, is authorized to purchase services for children with traumatic train injuries through the Children's TBI Trust Fund grant. Denver Options contracts with the Health Caze Program for Children with Special Needs (HCP) to purchase caze coordination services for children under the age of 21 with a traumatic brain injury who have been determined eligible for program services through the Brain Injury Association of Colorado. If the underlying awazd authorizes the State to pay all allowable and allocable expenses of a contractor as of the effective date of that award, then the State shall reimburse the Contractor for any allowable and allocable expenses of the Contractor that have been incurred by the Contractor since the proposed effective date of this Task Order. If the underlying Award does not authorize the State to pay all allowable and allocable expenses of a contractor as of the effective date of that Award, then the State shall only reimburse the Contractor for those allowable and allocable expenses of the Contractor that are incurred by the Contractor on or after the effective date of this Task Order, with such effective date being the later of the date specified in this Task Order or the date the Task Order is signed by the State Controller or delegee. Payment pursuant to this Task Order shall be made as earned, in whole or in part, from available cash funds exempt in an amount not to exceed $103,200 for the purchase of statewide Traumatic Brain Injury (TBI) Trust Fund Program services. The Contractor expressly acknowledges that the maximum amount of funds available statewide for each state Colorado fiscal year for these TBI services from all contractors is the amount, which is encumbered in the blanket encumbrance. The liability of the State, at any time, for payments to the Contractor, and all other contractors, shall be limited to the remaining unencumbered balance of these funds. If the total funds appropriated for the purposes of this Contract aze reduced during the term of this Contract, then the State, in its sole discretion, may proportionately reduce the funding for this Contract and all other contracts or, temvnate this Contract and all other contracts. The liability of the State, at any such time, for such payments shall be limited to the unexpended amount remaining of such funds. 3. To receive compensation under this Task Order, for the period of October 1, 2007 through June 30, 2008, the Contractor shall submit a signed Invoice/Cost Reimbursement Statement in a format acceptable to the State. Reimbursement will be based upon one initial payment of $320.00 for the month in which the State approves the Caze Coordination Plan with an additional 580.00 to be uaid each month of the initial term of this Task Order during which a client receives care coordination services. The total cumulative reimbursements may not exceed the total financial obligation of the State. Expenditures shall be in accordance with the Statement of Work attached hereto as Exhibit B and incorporated herein. The total cumulative rehnbursements may not exceed the total financial obligation of the State. The monthly payment schedule for the contract term is as follows: October 2007 only: Continuing clients receiving services in October 2007: $140.00 Clients with new care plans approved in October 2007: $320.00 November 2007 through June 2008: First month of services (month in which initial care plan is approved by HCP): $320.00 Continuing clients for months 2 through 12 of their enrollment period: $80.00 To be attached to CDPHE Page 1 of 4 Revised: 12/19/06 Task Order v1.0 (11/OS) contract template EXHIBTT A 4. The contractor shall participate in activities in conjunction with the State to ensure that the program planning, evaluation and monitoring requirements as described in this Task Order and Exhibits and Attachments are met. Activities include, but are not limited to, participation in site visits and meetings as requested by the State at the Contractor's location. 5. The Contractor agrees to perform its duties and obligations hereunder in conformity with relevant federal law, pertinent federal regulations promulgated pursuant to federal law, relevant State law, and all pertinent regulations of the Colorado Department of Human Services and Colorado Department of Public Health and Environment, as they currently exist or may hereafter be amended. The Contractor and its agents shall strictly adhere to all applicable federal, state laws, Executive Orders, and implementing regulations as they currently exist and may hereafter be amended. Without limitation, these federal laws and regulations include: a. Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. se .and its implementing regulation, 45 C.F.R. Part 91; b. Age Discrimination in Employment Act of 1967, 29 U.S.C. 621 et sea.; c. Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. 12101 etet sea•; d. Drug Free Workplace Act of 1988, 41 U.S.C. 701 et. se .• e. Equal Pay Act of 1963, 29 U.S.C. 206; f. Immigration Reform and Control Act of 1986, 8 U.S.C. 1324b; g. PraChildren Act of 1994, 20 U.S.C. 6081 etet. sea.; h. Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84; i. 9) Title VI & VII of the Civil Rights Act of 1964, 42 U.S.C. 2000d; and Title VII of the Civil Rights Act of 1964, 42 U.S.C. 2000 (d) & (e); j. 10) The Personal Responsibility and Work Opportunity Reconciliation Act of 1996, 42 USC 604a, PL 104-193. See also State Executive Order D 015 00; k. 11) Title IX of the Education Amendments of 1972, 20 U.S.C. 1681 et sea.; 1. 12) The "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments (Common rule), at 45 CFR, Part 92; m. 13) Office of Management and Budget Circulars A-87, A-21, or A-122, and A- 102 or A-110, whichever is applicable; n. 14) The Hatch Act (5 USC 1501-1508) and Civil Service Reform Act, Public Law 95-454 Section 4728); o. 15) Departments of Labor, Health, and Human Services, and Education and Related Agencies Appropriations Act, 1990, PL 101-166, Section 511; and, p. 16) 45 CFR Subtitle A, Department of Health and Human Services regulations. To be attached to CDPHE Page 2 of 4 Revised: 12!19/06 Task Order v1.0 (11/OS) contract template EXHIBIT A q. 17) The Single Audit Action Amendments of 1996, 31 USC 7501, Public Law 104156, OMB Circulaz A-133, and 45 CFR 74.26. 6. The Contractor agrees to implement anon-discrimination policy that ensures that it does not discriminate on the basis of handicap in admission, or access to, treatment or employment in its programs, services, benefits, or activities in accordance with the provisions of Section 504 of the Rehabilitation Act of 1973, (PL 93-112) as applicable. 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 purposes of obtaining any and all federal and/or state financial assistance, the Contractor makes the following assurances, upon which Denver Options relies: The Contractor will not discriminate against any person on the basis of race, color, national origin, age, sex, religion and handicap, including Acquired Immune Deficiency Syndrome (AIDS) or AIDS related conditions, in the performance of work under this contract. b. 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. Any person who feels that s/he has been discriminated against relating to the services provided under this contract has the right to assert a claim with the Colorado Department of Human Services, the Colorado Civil Rights Commission, and/or the U.S. Commission on Civil Rights. 7. The Contractor shall protect the confidentiality of all applicant or recipient records and other materials that aze maintained in accordance with this Task Order. Except for purposes directly connected with the administration of this Task Order, no information about or obtained from, any applicant or recipient shall be disclosed in a form identifiable with the applicant or recipient without the prior written consent of the applicant or recipient, or the pazent or legal guazdian of a minor applicant or recipient with the exception of information protected by Colorado statute as it applies to confidentiality for adolescent services in which case the adolescent minor and not the pazent or legal guazdian must provide consent or, as otherwise properly ordered by a court of competent jurisdiction. The Contractor shall have written policies governing the access to, and duplication and dissemination of, all such information. The Contractor shall advise its employees, agents, servants, and subcontractors, if any, that they are subject to these confidentiality requirements. Contractor shall ensure that the provisions of Section 601 of Title VI of the Civil Rights Act of 1964 aze carried out. That Act states that "no person in the United States shall on the ground of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance." The Office of Civil Rights has concluded that it is the responsibility of any program which is a recipient of funds from the Department of Health and Human Services to ensure that clients who do not speak or understand English well, be provided interpretation services to ensure that the service provider and the client can communicate effectively. The Contractor shall have policies and procedures to ensure that interpretation services are available for clients with Limited English Proficiency and will advise such clients that an interpreter will be provided for them. If a client has their own interpreter, they shall be advised that the Contractor will provide an interpreter if the client so chooses. To be attached to CDPHE Page 3 of 4 Revised: 12/19/06 Task Order v1.0 (11/OS) contract template EXHIBIT A 9. The services or activities under this Task Order may be carried out by the Contractor itself, or through subcontracts with other providers or, through collaborative partnerships with other community partners. The State authorizes the Contractor to subcontract some, or all, of the services that are to be performed under this Task Order. However, a subcontractor is subject to all of the terms and conditions of this Task Order. Additionally, the Contractor remains ultimately responsible for the timely and satisfactory completion of all work performed by any subcontractor(s) under this Task Order. If the Contractor desires to subcontract some, or all, of the services that are to be performed under this Task Order, the Contractor shall obtain the prior, express, written consent of the State before entering into any subcontract. 10. Notwithstanding anything in this contract to the contrary, the parties understand and agree that all terms and conditions of this contract which may require continued performance, compliance, or effect beyond the termination date of the contract and shall survive such termination date and shall be enforceable by the State as provided herein in the event of failure to perform or comply by the Contractor. To be attached to CDPHE Page 4 of 4 Revised: 12/19/06 Task Order v1.0 (11/OS) contract template Exhibit B STATEMENT OF WORK Board of County Commissioners of Eagle County To Task Order Dated 08/10/07 -Contract Routin Number 08 I'I.A 00398 Under this Task Order, a local public health agency, such as the Contractor, shall provide caze coordination for families who have children with Traumatic Brain Injury (TBI) and aze enrolled with the TBI Trust Fund Program. Caze coordination services aze defined and described in the Health Caze Program for Children with Special Needs (HCP) Policies and Procedures Manual available on the HCP website: www.hcpcolorado.org The Manual aze periodically updated and the contractor will be notified by email when updates/revisions are made. The contractor is responsible for complying with any updates/revisions. The HCP Policies and Procedures Manual aze incorporated and made part hereof by reference. 2. The Contractor Care Coordinator shall use the "HCP Policy and Procedures for Caze Coordination Services for Children and Youth with Traumatic Brain Injury" in the HCP Policies and Procedure Manual, which is available on the HCP website: www.hcpcolorado.orQ This manual is to be used for the implementation and documentation of TBI Trust Fund Program services. 3. The Contractor shall provide technical assistance and consultation to the Caze Coordinators in Eagle County. 4. The Contractor shall make caze coordination plans available to the state or other duly authorized agent or governmental agency for audits and/or inspection at any reasonable time during the term of this task order and for a period of three (3) yeazs following the termination of this task order to assure compliance with its terms, and/or to evaluate the Contractor's performance. 5. The Contractor shall perform and complete, in a timely and satisfactory manner, all activities and services related to this Task Order in accordance with the HCP Policies and Procedures Manual. 6. The Contractor shall work collaboratively with the State for consultation, technical assistance, oversight and training on documentation in the Health Caze Program for Children with Special Needs/Clinical Health Information Record of Patients (HCP/CHIRP) database and to ensure that all HCP/CHIRP database users follow the HCP/CHIRP database policies and procedures as outlined in the HCP Policy and Procedure Manual and CHIRP User Guide which aze made available on the HCP web site: www.hcpcolorado.org 7. The Contractor shall follow the HCP/CHIRP Security policy and procedures outlined in the CHIRP User Guide. HCP Policies and Procedure Manual, and Data Security Use and Confidentiality Agreement signed by each user. 8. The Contractor shall follow the policies and procedures in the HCP Policies and Procedures Manual which is available on the HCP web site: www.hcpcolorado.ors 9. The Contractor shall attend regional teleconferences, meetings, and/or videoconference meetings, as appropriate, that the state may organize to address priority TBI needs, promote learning groups, and increase skills as Caze Coordinators 10. The Contractor shall provide all requested records regazding recipients for whom services were provided under this Task Order. 11. The Contractor shall participate in activities in conjunction with the State to ensure that the program planning, evaluation and monitoring requirements as described in this Task Order and Exhibits are met. Activities include, but aze not limited to, participation in site visits and meetings as requested by the State at the Contractor's location. Page 1 of 1 EXHIBTT C DEPARTMENT OR AGENCY NAME COLORADO DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT (ADD PROGRAM NAME HERE) DEPARTMENT OR AGENCY NUMBER ~~~ CONTRACT ROUTING NUMBER ELIMINATE ALL INFORMATION APPEARING IN RED LIlVIITED AMENDMENT FOR TASK ORDERS #* This Limited Amendment is made this ***'~ day of ~*~*~~~~*, 200*, by and between the State of Colorado, acting by and through the DEPARTMENT OF PUBLIC HEALTH AND ENVIRONMENT, whose address or principal place of business is 4300 Cherry Creek Drive South. Denver. Colorado 80246, hereinafter referred to as the "State"; and, LEGAL NAME OF ENTITY. (legal tune of entity), whose address or principal place of business is Street Address, City. State & Zin Code, hereinafter referred to as the "Contractor". FACTUAL RECITALS The parties entered into a Master Contract, dated ~°*'~*'~*~* ~~. ~'~'~~`, with contract routing number ** ~*~ '~~'~~'~ "the Master Contract"l. Pursuant to the terms and conditions of the Master Contract, the parties entered into a Task Order Contract, dated ****'~*~'~ ~'~, ****, with contract encumbrance number PO *~* '~*'~***'~'~** and contract routing number'~~ *** '~~*'~'~, [insert the following if previous amendment(s), change order(s), renewal(s) have been processed: as amended by] [include all previous amendment(s), change order(s), renewal(s) and their routing numbers], [insert the following if previous amendment(s), change order(s), renewal(s) have been processed: collectively] referred to herein as the "Original Task Order Contract, whereby the Contractor was to provide to the State the following: [Briefly describe what the Contractor was to do under the Original Task Order Contract -indent this paragraph] [Please choose one of the following four options and delete the other three options not selected] The State promises to [choose one and delete the other] increase/decrease the amount of funds to be paid to the Contractor by **~*~***** Dollars, ($~.~*) during the current term of the Original Task Order Contract in exchange for the promise of the Contractor to perform the [choose one and delete the other] increased/decreased work under the Original Task Order Contract. Page 1 of 5 The State promises to pay the Contractor the sum of ~~**~~'~'~*~ Dollars, ~ *~ in exchange for the promise of the Contractor to continue to perform the work identified in the Original Task Order Contract for the renewal term of *~'~'~ years/months, ending on *~**~~*~ *'~, **~*. The State promises to [choose one and delete the other] increase/decrease the amount of funds to be paid to the Contractor by ~***~**'~'~'~ Dollars, '~.'~~ for the renewal term of ***~ [choose one and delete the other] years/months, ending on *'~*'~*~*~ **, *"~'~, in exchange for the promise of the Contractor to perform the [choose one and delete the other] increased/decreased work described herein. The State hereby exercises a "no cost" change to the [choose those that apply and delete those that don't apply] budget, specifications within the Statement of Work, project management/manager identification, notice address or notification personnel, or performance period within the [choose one and delete the other] current term of the Original Task Order Contractor renewal term of the Original Task Order Contract. NOW THEREFORE, in consideration of their mutual promises to each other, stated below, the parties hereto agree as follows: 1. Consideration for this Limited Amendment to the Original Task Order Contract consists of the payments and services that shall be made pursuant to this Limited Amendment, and promises and agreements herein set forth. 2. It is expressly agreed to by the parties that this Limited Amendment is supplemental to the Original Task Order Contract, contract routing number ** ~'~~ *~'~'~'~, [insert the following language here if previous amendment(s), change order(s), renewal(s) have been processed] as amended by [include all previous amendment(s), change order(s), renewal(s) and their routing numbers], [insert the following word if previous amendment(s), change order(s), renewal(s) have been processed, otherwise delete "collectively"]collectively referred to herein as the Original Contract, which is by this reference incorporated herein. All terms, conditions, and provisions thereof, unless specifically modified herein, are to apply to this Limited Amendment as though they were expressly rewritten, incorporated, and included herein. 3. It is expressly agreed to by the parties that the Original Task Order Contract is and shall be modified, altered, and changed in the following respects only: [Please choose one of the following three options and delete the two options not selected] A. [Use this paragraph when changes to the funding level of the Original Task Order Contract occur during the current term of the Original Task Order Contract] This Limited Amendment is issued pursuant to paragraph 5 of the Original Task Order Contract identified by contract routing number ~'~ **~ ~*~~'~. This Limited Amendment is for the current term of ******'~~'~ **, Page 2 of 5 EXHIBIT C *'~**, through and including *~*****~* '~~, ~~**. The maximum amount payable by the State for the work to be performed by the Contractor during this current term is [choose one and delete the other] increased/decreased by ~~~**~~°~°~~ Dollars, ~.** for an amended total financial obligation of the State of **'~'~**~'~'~'~ DOLLARS, *.*~ . [Delete the following sentence if not applicable in your situation] The revised Statement of Work is incorporated herein by this reference and identified as "Attachment ~". [Delete the following sentence if not applicable in your situation] The revised Budget is incorporated herein by this reference and identified as "Attachment '~". The Original Task Order Contract is modified accordingly. All other terms and conditions of the Original Task Order Contract are reaffirmed. A. [Use this paragraph when the Original Task Order Contract will be renewed for another term] This Limited Amendment is issued pursuant to paragraph 5 of the Original Task Order Contract identified by contract routing number ~* ~'~~ ***~*. This Limited Amendment is for the renewal term of **~~~~~'~* **, ~~**, through and including ***'~*~*** ~~. ~~'~*. The maximum amount payable by the State for the work to be performed by the Contractor during this renewal term is ~*~~****** Dollars, ($*.**) for an amended total financial obligation of the State of *~~'~~'~'~*** DOLLARS, ($~.'~~1. [Delete the following sentence if not applicable in your situation] The revised Statement of Work is incorporated herein by this reference and identified as "Attachment '~". [Delete the following sentence if not applicable in your situation] The revised Budget is incorporated herein by this reference and identified as "Attachment *". The Original Task Order Contract is modified accordingly. All other terms and conditions of the Original Task Order Contract are reaffirmed. A. [Use this paragraph when there are "no cost changes" to the Budget, the specifications within the original Statement of Work, allowable contract provisions as noted, or performance period.] This Limited Amendment is issued pursuant to paragraph 5 of the Original Task Order Contract identified by contract routing number *~ *~~ ~°~'~*~. This Limited Amendment [choose those that apply and delete those that don't] modifies the Budget in [identify location in contract], modifies the Statement of Work in [identify location in contract], modifies the project management/manager identification in [identify location in contract], modifies the notice address or notification personnel in [identify location in contract], modifies the period of performance in [identify location in contract] of the Original Task Order Contract. The revised [choose those that apply and delete those that don't] Budget, Statement of Work, project management/manager identification, notice address or notification personnel, or period of performance is incorporated by this reference and identified as. All other terms and conditions of the Original Task Order Contract are reaffirmed. 4. The effective date of this Limited Amendment is **/**/*'~'~*. or upon approval of the State Controller, or an authorized delegate thereof, whichever is later. Page 3 of 5 5. Except for the Special Provisions and other terms and conditions of the Master Contract and the General Provisions of the Original Task Order Contract, in the event of any conflict, inconsistency, variance, or contradiction between the terms and provisions of this Limited Amendment and any of the terms and provisions of the Original Task Order Contract, the terms and provisions of this Limited Amendment shall in all respects supersede, govern, and control. The Special Provisions and other terms and conditions of the Master Contract shall always control over other provisions of the Original Task Order Contract or any subsequent amendments thereto. The representations in the Special Provisions to the Master Contract concerning the absence of personal interest of state of Colorado employees and the certifications in the Special Provisions relating to illegal aliens are presently reaffirmed. 6. 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. Page 4 of 5 EXHIBIT C IN WITNESS WHEREOF, the parties hereto have executed this Limited Amendment on the day first above written. CONTRACTOR: [LEGAL NAME OF CONTRACTOR] (a political subdivision of the State of C By: Name: Title: For the Executive Director DEPA~~~` OF PUBLIC FITS ~ ENVIRONMENT (Seal, required) BYt City, City and County, County, Special District, or Town Clerk or Equivalent [Delete inapplicable language. ] ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This limited amendment is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for goods and/or services provided. STATE CONTROLLER Leslie M. Shenefelt By: Date: Page 5 of 5 Exhibit D HIPAA BUSINESS ASSOCIATE ADDENDUM This Business Associate Addendum ("Addendum") is a part of the Contract dated October 1, 2007 between the Department of Public Health and Environment and Board of County Commissioners of Eagle County, contract number 08 FLA 00398. For purposes of this Addendum, the State is referred to as "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 ("H1PAA") 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. C. As part of the H1PAA regulations, the Privacy Rule requires CE 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 Privacy Rule at 45 C.F.R. Parts 160 and 164, as amended. In the event of any conflict between the mandatory provisions of the Privacy Rule and the provisions of this Contract, the Privacy Rule shall control. Where the provisions of this Contract differ from those mandated by the Privacy Rule, but are nonetheless permitted by the Privacy Rule, 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 Page 1 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 used to identify the individual, and shall have the meaning given to such term under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.501. c. "Protected Information" shall mean PHI provided by CE to Associate or created or received 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. 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 Privacy Rule 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 1 to this Addendum. b. Permitted Disclosures. Associate shall not disclose Protected Information in any manner that would constitute a violation of the Privacy Rule 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, Associate must obtain, prior to making any such disclosure: (i) reasonable assurances from 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 (ii) an agreement from such third parry to notify Associate within two 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 1. c. Annropriate Safe u~ 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 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. Page 2 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 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 A eg nts• 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. 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. Associate shall make Protected Information maintained by Associate or its agents or subcontractors in 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 Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.524. g. Amendment of PHI. Within ten business (10) 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, Associate or its agents or subcontractors shall make such Protected Information available to CE for amendment and incorporate any such amendment to enable CE to fulfill its obligations with respect to requests by individuals to amend their PHI under the Privacy Rule, 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 Ri ts. Within ten (10) business days of notice by CE of a request for an accounting of disclosures of Protected Information, Associate and its agents or subcontractors shall make available to CE the information required to provide an accounting of disclosures to enable CE to fulfill its obligations under the Privacy Rule, including, but not limited to, 45 C.F.R. Section 164.528. As set forth in, and as limited by, 45 C.F.R. Section 164.528, Associate shall not provide an accounting to CE of disclosures: (i) to carry out treatment, payment or health care operations, as set forth in 45 C.F.R. Section 164.506; (ii) to individuals of Protected Information about them as set forth in 45 C.F.R. Section 164.502; (iii) pursuant to an authorization as provided in 45 C.F.R. Section 164.508; (iv) to persons involved in the individual's care or other notification purposes as set forth in 45 C.F.R. Section 164.510; (v) for national security or intelligence purposes as set forth in 45 C.F.R. Section 164.512(k)(2); (vi) to correctional institutions or law enforcement officials as set forth in 45 C.F.R. Section 164.512(k)(5); (vii) incident to a use or disclosure otherwise permitted by the Privacy Rule; (viii) as part of a limited data set under 45 C.F.R. Section 164.514(e); or (ix) disclosures prior to April 14, 2003. Associate agrees to implement a process that allows for an accounting to be collected Page 3 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 and maintained by Associate and its agents or subcontractors for at least six (6) years prior to the request, but not before the compliance date of the Privacy Rule. At a minimum, such information shall include: (i) the date of disclosure; (ii) the name of the entity or person who received Protected Information and, if known, the address of the entity or person; (iii) a brief description of Protected Information disclosed; and (iv) a brief statement of purpose of the disclosure that reasonably informs the individual of the basis for the disclosure, or a copy of the individual's authorization, or a copy of the written request for disclosure. In the event that the request for an accounting is delivered directly to Associate or its agents or subcontractors, Associate shall within five (5) business days of the receipt of the request forward it to CE in writing. It shall be CE's responsibility to prepare and deliver any such accounting requested Associate shall not disclose any Protected Information except as set forth in Section 2(b) of this Addendum. i. Governmental Access to Records. Associate shall 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 compliance with the Privacy Rule. 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. 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 Privacy Rule including, but not limited to 45 C.F.R. Sections 164.502(b) and 164.514(d). k. Data Ownership. Associate acknowledges that Associate has no ownership rights with respect to the Protected Information. 1. Retention of Protected Information. Except upon termination of the Contract as provided in Section 4(d) of this Addendum, Associate and its subcontractors or agents shall retain all Protected Information throughout the term of this Contract and shall continue to maintain the information required under Section 2(h) of this Addendum for a period of six (6) years. m. Associate's Insurance. Associate shall maintain casualty and liability 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 two business days of any suspected or actual breach of security, intrusion or unauthorized use or disclosure of PHI and/or any actual or suspected use or disclosure of data in Page 4 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 violation of any applicable federal or state laws or regulations. Associate shall take (i) prompt corrective action to cure any such deficiencies and (ii) any action pertaining to such unauthorized disclosure required by applicable federal and state laws and regulations. o. Audits, Inspection and Enforcement. Within ten (10) business days of a written request by CE, Associate and its agents or subcontractors shall allow CE to conduct a reasonable inspection of the facilities, systems, books, records, agreements, policies and procedures relating to the use or disclosure of Protected Information pursuant to this Addendum for the purpose of determining whether Associate has complied with this Addendum; provided, however, that: (i) Associate and CE shall mutually agree in advance upon the scope, timing and location of such an inspection; (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; and (iii) CE shall execute a nondisclosure agreement, upon terms mutually agreed upon by the parties, if requested by Associate. 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 to maintain and ensure the confidentiality, privacy and security of Protected Information transmitted to CE pursuant to the Contract, in accordance with the standards and requirements of the Privacy Rule, until such Protected Information is received by CE, and in accordance with any specifications set forth in Attachment 1. 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. 164.522, Associate will restrict the use or disclosure of an individual's Protected Information, provided Associate has agreed to such a restriction. 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 Protect 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 to maintain and ensure the confidentiality, privacy and security of PHI transmitted to Associate pursuant to this Contract, in accordance with the standards and requirements of the Privacy Rule, until such PHI is received by Associate, and in accordance with any specifications set forth in Attachment 1. b. Notice of Changes. CE shall provide Associate with a copy of its notice of privacy practices produced in accordance with 45 C.F.R. Section 164.520, as well as any Page 5 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 subsequent changes or limitation(s) to such notice, to the extent such changes or limitations may effect Associate's use or disclosure of Protected Information. CE shall provide Associate with any changes in, or revocation of, permission to use or disclose Protected Information, to the extent 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. CE may effectuate any and all such notices ofnon-private information via posting on CE's web site. Associate shall review CE's designated web site for notice of changes to CE's HIPAA privacy policies and practices on the last day of each calendar quarter. 4. Termination. a. Material Breach. In addition to any other provisions in the Contract regarding breach, a breach by Associate of any provision of this Addendum, as determined by CE, shall constitute a material breach of this Contract and shall provide grounds for immediate termination of this Contract by CE pursuant to the provisions of the Contract covering termination for cause, if any. If the Contract contains no express provisions regarding termination for cause, the following terms and conditions shall apply: (1) Default. If Associate refuses or fails to timely perform any of the provisions of this Contract, CE may notify Associate in writing of the non-performance, and if not promptly corrected within the time specified, CE may terminate this Contract. Associate shall continue performance of this Contract to the extent it is not terminated and shall be liable for excess costs incurred in procuring similar goods or services elsewhere. (2) Associate's Duties. Notwithstanding termination of this Contract, and subject to any directions from CE, Associate shall take timely, reasonable and necessary action to protect and preserve property in the possession of Associate in which CE has an interest. (3) Compensation. Payment for completed supplies delivered and accepted by CE shall be at the Contract price. In the event of a material breach under paragraph 4a, CE may withhold amounts due Associate as CE deems necessary to protect CE against loss from third party claims of improper use or disclosure and to reimburse CE for the excess costs incurred in procuring similar goods and services elsewhere. (4) Erroneous Termination for Default. If after such termination it is determined, for any reason, that Associate was not in default, or that Associate's action/inaction was excusable, such termination shall be treated as a termination for convenience, and the rights and obligations of the parties shall be the same as if this Contract had been terminated for convenience, as described in this Contract. b. Reasonable Steps to Cure Breach. If CE knows of a pattern of activity or practice of Associate that constitutes a material breach or violation of the Associate's obligations under the provisions of this Addendum or another arrangement and does not terminate this Contract Page 6 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 pursuant to Section 4(a), then CE shall take reasonable steps to cure such breach or end such violation, as applicable. If CE's efforts to cure such breach or end such violation are unsuccessful, CE shall either (i) terminate the Contract, if feasible or (ii) if termination of this Contract is not feasible, CE shall report Associate's breach or violation to the Secretary of the Department of Health and Human Services. c. Judicial or Administrative Proceedings. Either party may terminate the Contract, effective immediately, if (i) the other party is named as a defendant in a criminal proceeding for a violation of H1PAA, the HIPAA Regulations or other security or privacy laws or (ii) a fmding or stipulation that the other party has violated any standard or requirement of HIPAA, the HIl'AA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined. d. Effect of Termination. (1) Except as provided in paragraph (2) of this subsection, upon termination of this Contract, for any reason, Associate shall return or destroy all Protected Information that Associate or its agents or subcontractors still maintain in any form, and shall retain no copies of such Protected Information. If Associate elects to destroy the PHI, Associate shall certify in writing to CE that such PHI has been destroyed. (2) If Associate believes that returning or destroying the Protected Information is not feasible, Associate shall promptly provide CE notice of the conditions making return or destruction infeasible. Upon mutual agreement of CE and Associate that return or destruction of Protected Information is 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 information, and shall limit further use of such PHI to those purposes that make the return or destruction of such PHI infeasible. Iniunctive 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. Associate acknowledges and agrees that in the event of such impermissible use or disclosure of CE: a. Will suffer real, immediate, and irreparable injury which will be prevented by injunctive relief; b. That CE has no plain, speedy, and adequate remedy at law; c. That the granting of a preliminary injunction will promote the public interest in privacy rather than disserve the public interest; d. That the balance of equities always favors the injunction in such cases; e. That the injunction will preserve the status quo pending a trial on the merits; and f. That CE shall not be required to demonstrate a reasonable probability of success on the merits in order to obtain injunctive relief. Page 7 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 6. No Waiver of Immunity. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq. or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq. as applicable, as now in effect or hereafter amended. 7. Limitation of Liability. Any limitation of Associate's liability in the Contract shall be inapplicable to the terms and conditions of this Addendum. 8. Disclaimer. CE makes no warranty or representation that compliance by Associate with this Contract, HIPAA or the HIPAA Regulations 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 HIPAA 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 HIPAA, the HIPAA Regulations or this Addendum. 10. Amendment. a. Amendment to Comkly 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 HIPAA, the Privacy Rule, the Final HIPAA Security regulations at 68 Fed. Reg. 8334 (Feb20, 2003), 45 C.F.R. § 164.314 and other applicable laws relating to the security or privacy of PHI. The parties understand and agree that CE must receive satisfactory written assurance from Associate that Associate will adequately safeguard all Protected Information. 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 HIPAA, the Privacy Rule 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 HIPAA and the Privacy Rule. b. Amendment of Attachment 1. Attachment 1 may be modified or amended by mutual agreement of the parties in writing from time to time without formal amendment of this Addendum. Page 8 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 11. Assistance in Litigation or Administrative Proceedings. Associate shall make itself, and any subcontractors, employees or agents assisting Associate in the performance of its obligations under the Contract, available to CE, at no cost to CE up to a maximum of 30 hours, to testify as witnesses, or otherwise, in the event of litigation or administrative proceedings being commenced against CE, its directors, officers or employees based upon a claimed violation of HIPAA, the Privacy Rule or other laws relating to security and privacy or PHI, except where Associate or its subcontractor, employee or agent is a named adverse party. 12. No Third Party Beneficiaries. Nothing express or implied in this Contract is intended to confer, nor shall anything herein confer, upon any person other than CE, Associate and their respective successors or assigns, any rights, remedies, obligations or liabilities whatsoever. 13. Interpretation and Order of Precedence. The provisions of this Addendum shall prevail over any provisions in the Contract that may conflict or appear inconsistent with any provision in this Addendum. Together, the Contract and this Addendum shall be interpreted as broadly as necessary to implement and comply with HIPAA and the Privacy Rule. The parties agree that any ambiguity in this Contract shall be resolved in favor of a meaning that complies and is consistent with HIPAA and the Privacy Rule. This Contract supercedes and replaces any previous separately executed HIPAA addendum between the parties. 14. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary, Associate's obligations under Section 4(d) ("Effect of Termination") and Section 12 ("No Third Party Beneficiaries") shall survive termination of this Contract and shall be enforceable by CE as provided herein in the event of such failure to perform or comply by the Associate. This Addendum shall remain in effect during the term of the Contract including any extensions. 15. Representatives and Notice. a. Representatives. For the purpose of the Contract, the individuals identified elsewhere in this Contract shall be the representatives of the respective parties. If no representatives are identified in the Contract, the individuals listed below are hereby designated as the parties' respective representatives for purposes of this Contract. Either party may from time to time designate in writing new or substitute representatives. b. Notices. All required notices shall be in writing and shall be hand delivered or given by certified or registered mail to the representatives at the addresses set forth below. State/Covered Entity Representative: Name: Kathy Wafters Title: Children with Special Health Care Needs Unit Director Department and Division: CDPHE/PSD/HCP Address: 4300 Cherry Creek Drive South PSD HCP A4 Denver, Colorado 80246 Page 9 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 Contractor/Business Associate Representative: Name: Kathleen Forinash Title: Director Department and Division: Address: 551 Broadway Eagle, Colorado Board of County Commissioners of Eagle County 81631 Page 10 of 9 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 Exhibit D AT°rAC)EIlVIENT 1 This Attachment sets forth additional terms to the HIPAA Business Associate Addendum, which is part of the Contract dated 08/01/2007 between Colorado Department of Public and Environment and Board of County Commissioners of Alamosa County, contract number 08 FLA 00426 ("Contract") and is effective as of 10/01/2007 (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: None except as otherwise directed in writing by CE or by Denver Options. 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: a. The Associate may disclose aggregate reports that conform to HIPAA de- identification definitions contained in HIPAA & 164.514 (b) (1) or (2). b. Upon receipt of signed authorizations, the HCP Progr~y disclose patient information to the Traumatic Train Injury Surveillance project for analysis for public health purposes 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: HCP local offices. including organized health departments. county nursing services and Imagine! 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: Delivery of copies of eligibility applications, including ICD-9 diagnoses and any other information that can be used in the treatment of the traumatic brain injured child. This information may be in paper of electronic format. 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: As may be directed in writing by the State or Denver Options. Page 1 of 2 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03 6. Additional Terms. [This section may include spec cations for disclosure format, method of transmission, use of an intermediary, use of digital signatures or PKI, authentication, additional security of privacy spec cations, de-identification or re-ident~cation of data and other additional terms.] None Page 2 of 2 Colorado Model BA Provision and Addendum For New or Amended Contracts Rev. 10/03