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HomeMy WebLinkAboutC11-251 Older Americans ActNORTHWEST COLORADO COUNCIL OF GOVERNMENTS ALPINE AREA AGENCY ON AGING (the "Council ") and Eagle County Health and Human Services ( "Contractor") PURCHASE OF SERVICES CONTRACT PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER CO_LORADANS ACT (the "Contract" ) CONTRACT # 2012- SFY- EagleCo RECITALS: A. The Council is the recipient of grant funds under the Older Americans Act and the State Funding for Senior Services ( "Older Coloradans Act "). B. The Council desires Contractor to render certain services hereinafter described in connection with an undertaking which is expected to be financed under the Older Americans Act and /or the Older Coloradans Act. NOW THEREFORE, the parties hereto mutually agree as follows: 1.0 SCOPE OF SERVICES. Contractor shall do, perform, and carry out, in a satisfactory manner, as determined by the Council, all work elements described in Contractor's Proposal submitted for funding (as approved and as may be amended, from time to time, by the Council) which is incorporated herein by reference and which is summarized in Exhibit A of the Contract. 2.0 INDEPENDENT CONTRACTOR 2.1 Contractor agrees and understands that Contractor is an independent contractor providing services to the Council. Nothing in the Contract shall be deemed to make Contractor an agent, employee, partner or representative of the Council. 06.30.11 C �` 2.2 Contractor shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of the Council without the written consent of the Council. 2.3 At all times during the term of the Contract, Contractor shall maintain insurance in compliance with Section 14.0, Indemnification and Insurance, of the Contract. 3.0 ADMINISTRATIVE REQUIREMENTS Contractor will administer services funded under the Contract in accordance with the Older Americans Act; all applicable provisions of the Colorado Revised Statutes; 12 CCR 2510 -1 Rule Manual Volume 10, Older Americans Act (OAA) Programs; and Colorado Department of Human Services, Division of Aging and Adult Services, State Unit on Aging (SUA) Policy and Procedures Manual, now in effect and as amended from time to time. Applicable Federal and State laws, rules, and regulations are listed in Exhibit B of the Contract, which is incorporated herein by reference. 4.0 TIME OF PERFORMANCE The Contract may be renewed upon execution of an Option Letter issued by the Council each fiscal year through June 30, 2015, with the first fiscal year beginning on July 1, 2011 and ending June 30, 2012. Renewal of the Contract shall be contingent upon satisfactory performance of contract services by Contractor, and funds for the purpose contemplated by the Contract being appropriated, budgeted, and otherwise made available to the Council. 5.0 CHANGES Except as may be expressly provided in the Contract, any changes, including any increase or decrease in the amount of the Contract or changes in the scope of services, which are mutually agreed upon by and between the Council and Contractor, shall be in writing as. an amendment to the Contract. 6.0 AMOUNT OF CONTRACT 6.1 Funding 6.1.1 Should U.S. Department of Health and Human Services or the State disapprove of the Contract or refuse or fail to make the grant to the Council as contemplated by the Contract, then the Contract shall be void and shall not be binding on any parties hereto. NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 6.1.2 Unearned payments under the Contract may be suspended or terminated in the event that Contractor refuses to accept additional terms or conditions to the Contract that may be imposed by U.S. Department of Health and Human Services, the State, or the Council after the effective date of the Contract. 6.1.3 Council agrees to reimburse Contractor for allowable project expenses up to but not exceeding the sum of $17,500.00 for Case Management, $33,476.00 for Congregate Meals, $8,681.00 for Home Delivered Meals, and $18,000.00 for Transportation from Older Americans Act funds and /or funds from the Older Coloradans Act State Funding for Senior Services. 6.2 Contractor Match The local match from the Contractor shall be at least ten percent (10 %) of the combined funding from the Older Americans Act and from the Older Coloradans Act State Funding for Senior Services (in cash or in- kind). 621 There will be a Contractor cash match in the amount of: $74,005.00 for Case Management, $126,503.00 for Congregate Meals, $4,600.00 for Home Delivered Meals, and $99,189.00 for Transportation. 6.2.2 There will be a Contractor contribution of in -kind match in the amount of: $ -0- for Case Management, $ -0- for Congregate Meals, $ -0- for Home Delivered Meals, and $ -0- for Transportation. 6.2.3 Contractor stipulates that the specified cash match (at subsection 6.2. 1) or the in- kind match (at subsection 6.2.2) have not and will not be used to satisfy match requirements for any other Federal or State funding. Valuation of in -kind match shall show how the in -kind match was computed, and must be incorporated into Contractor's accounting records. Supplies, volunteer services, and other contributions shall be valued as described under 45 CFR, Part 74. 6.3 Income Program income, including participant contributions and non - eligible recipient guest fees, earned by Contractor from activities which are supported by the Contract shall be added to funds committed to the project or program and used for allowable costs of services under the Contract to further the objectives of the Contract, as provided under 45 CFR 74.24(b)(1). NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 Program income earned (voluntary contributions and non - eligible recipient guest fees) must be fully expended within the reporting month it was received and cannot be carried over for any period of time, as provided under 45 CFR Part 92.21(f)(2). 6.3.1 Participant Voluntary Contributions for Services Contractors providing services under this agreement shall provide eligible persons receiving such services the opportunity to contribute to all or part of the costs of services provided; each individual recipient shall determine what amount, if any, he or she is able to contribute toward the cost of the services. No person shall be denied a service because of any failure to contribute to the cost of such service. Such income shall be identified as program income and shall be expended in accordance with subsection 6.3, above. 6.3.2 Non - eligible Recipient Guest Fees Contractor shall collect non - eligible recipient fees guest fees. Such fees shall be identified as program income and shall be expended in accordance with subsection 6.3, above. 6.3.3 Income Accounting Records Program income must be accounted for pursuant to 45 CFR, Section 74.24 and State Unit on Aging Policy Directives. Contractor shall establish minimum standards and procedures for the responsible collection of, handling, and safeguarding of consumer contributions and non - eligible recipient guest fees. 7.0 CONTRACTOR RESPONSIBILITIES 7.1. Personnel Contractor represents that it has, or will secure at its own expense, all personnel required in performing the services under the Contract. Such personnel shall not be employees of or have any contractual relationship with the Council. 7.1.1 Prohibition Against Employing Illegal Aliens Contractor shall not knowingly employ or contract with an illegal alien to perform work under the Contract. Contractor shall not enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the Contract. a. Contractor will participate in either the Federal E- verify program or the Department of Labor and Employment program, as defined in C.R.S. §§ 8 -17.5- 101 (3.7) and 8- 17.5 -101 (3.3), now in effect and as amended from time to time, in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services, as defined by C.R.S. § 8- 17.5 - 101(6), now in effect and as amended from time to time. If Contractor participates in the Department of Labor and Employment program, Contractor shall deliver to Council a written, notarized affirmation that Contractor has examined the legal work status of such employees, and shall NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 4 comply with all other requirements of the Department of Labor and Employment program. b. Contractor is prohibited from using the Federal E- verify program or the Department of Labor and Employment program procedures to undertake pre- employment screening of job applicants while the Contract is being performed. C. Contractor shall include the language set forth in Exhibit E in any subcontract that is: (1) for commercial or noncommercial services or construction; (2) has a value of more than $3,000; and (3) includes work performed in the United States. d. If Contractor obtains actual knowledge that a subcontractor performing work under the Contract knowingly employs or contracts with an illegal alien, Contractor shall: (i) Notify the subcontractor and Council within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three (3) days of receiving notice the subcontractor does not stop employing or contracting with the illegal alien. (iii) The Contractor shall not terminate the contract with the subcontractor if the subcontractor provides information to establish, to the satisfaction of the Council, that the subcontractor has not knowingly employed or contracted with an illegal alien. (iv) Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the Department is undertaking pursuant to the authority established in C.R.S. § 8 -17.5- 102(5). e. If Contractor violates a provision of the Contract required pursuant to C.R.S. § 8- 17.5 -102, Council may terminate the Contract for breach of contract. If the Contract is so terminated, Contractor shall be liable for actual and consequential damages to Council. Contractor shall provide to the Council written verification of participation in the Federal E- verify program, or a copy of Contractor's executed Notice of Participation regarding the Department of Labor and Employment program prior to commencement of services under the Contract. 7.1.2 Qualifications All of the services required hereunder shall be performed by Contractor or under its supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized under State and local law to perform such services. NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30:11 7.1.3 Handicapped Contractor will not discriminate in employment on the basis of handicap against any qualified handicapped person and agrees to take positive steps to employ and advance in employment qualified handicapped persons and to comply with Department of Human Services Regulations (45 CFR Part 84), now in effect and as amended from time to time. 7.1.4 Equal Employment Opportunity Contractor agrees to comply with all applicable Federal laws, regulations, and orders regarding "Equal Employment Opportunity ", now in effect and as amended from time to time, and to execute such provisions as are required under Exhibit C of the Contract, which is incorporated herein by reference. 7.1.5 Background Check Contractor shall ensure that prior to delivery of services, a records check through the Colorado Bureau of Investigations (CBI) or another background check system that provides information at the same level of detail or higher than the CBI records check, shall be conducted for all employees, volunteers, and subcontractors of Contractor directly providing one or more of the following services: personal care, homemaker, adult day, transportation, case management/care management, chore, home delivered meals, material aid services (provided within a consumer's home), one -to -one legal assistance, one - to -one counseling, or respite care. Contractor shall ensure that appropriate follow -up of the background check is completed according to the SUA Policy and Procedure Manual, and shall ensure that its employees, volunteers, and subcontractors are in compliance with the requirements of this paragraph. 7.1.6 Records Contractor shall keep such records and submit such reports concerning the racial and ethnic origin of applicants for employment and for employees as required by U.S. Department of Health and Human Services, the State, or the Council. 7.2 Work Hours Contractor shall comply with the Contract Work Hours and Safety Standards Act (US Code Title 40, Chapter 39) and with the Department of Labor Regulations (29 CFR Part 5) now in effect and as amended from time to time... 7.3 Licensure Where the State or local public jurisdictions require licensure for the provision of services provided hereunder, Contractor shall be licensed and shall meet all requirements of licensure. Contractor shall provide the Council notice of any action to revoke or suspend any such licenses as well as any actual suspension or revocation of any licenses within forty -eight (48) hours of Contractor receiving notice. 7.4 Contractor Training Contractor shall complete mandatory training through the Council as deemed appropriate by the Council 7.5 Identification of Documents Contractor shall designate on the front cover or title page of all reports, maps and other documents completed as part the Contract, other NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 6 than documents exclusively for internal use by Contractor, an acknowledgement of the support received under the Older Americans Act and /or Older Coloradans Act. 7.6 Publication. Reproduction and Use of Material Material produced in whole or in part under the Contract may not be subject to copyright laws. 7.7 Financial Management. Contractor agrees to adhere to generally accepted accounting principles and procedures, utilize adequate internal controls, and maintain necessary source documentation for all revenues received and costs incurred. Contractor shall administer the program in conformance with OMB Circular A -102 "Grants and Cooperative Agreements with State and Local Governments" or OMB A- 110 "Uniform Administrative Requirements for Grants and Agreements with institutions of Higher Education, Hospitals or Other Non - profit Organizations ". Cost Principles shall be in conformance with OMB Circular A -122 "Cost Principles for Non- Profit Organizations" or OMB A -87 "Cost Principles for State and Local Governments" as applicable. 7.8 Recovery of Improper Payments Contractor shall notify the Council immediately if it believes it has received an overpayment or other erroneous or improper payment. Any costs incurred by Contractor that are later found to be disallowed or ineligible for payment under the Contract shall be reimbursed by Contractor to the Council, or offset against current or future payments due by the Council to Contractor, at the Council's election. 8.0 SUBCONTRACT 8.1 Prior approval of Subcontractor by Council None of the work or services covered by the Contract shall be subcontracted to any other party without the prior written approval of the Council. Failure to obtain Council's prior approval of any subcontractor(s) shall result in the disallowance of reimbursements for any services provided by the subcontractor(s) prior to Council's approval. Council approval of a subcontractor shall be effective only through the current fiscal year. 8.2 Debarment and Suspension Prior to submitting the subcontractor(s) for approval by the Council, Contractor shall verify that the subcontractor(s) is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. Contractor shall submit verification of non - exclusion or non - disqualification upon request. 8.3 Subcontractor Compliance with the Contract Contractor is responsible for compliance with all provisions of the Contract by each subcontractor engaged by Contractor in connection with the work to be performed under the Contract. Contractor warrants and agrees that all subcontracts resulting from its performance under the terms and conditions of the Contract shall include a provision that the subcontractor(s) NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 7 shall abide by the terms and conditions of the Contract. Also, Contractor warrants and agrees that all subcontracts shall include a provision that the subcontractor(s) shall indemnify and hold harmless the State. The subcontractor(s) must be certified to work on any equipment for which their services are obtained. 9.0 CONFIDENTIALITY Contractor shall protect the confidentiality of all consumers in accordance with the HIPAA Privacy Rule at 45 CFR Parts 160 and 164, now in effect and as amended from time to time. Contractor shall advise its employees, volunteers or agents, that they are subject to these confidentiality requirements and shall provide its employees, volunteers or agents, with a copy or written explanation of these confidentiality requirements before access to confidential data is permitted. The HIPPA Business Associate Agent's Addendum, attached to the Contract as Exhibit D, is incorporated herein by reference. 10.0 CONFLICT OF INTEREST 10.1 Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would represent a conflict in any manner or degree with the performance of services required to be performed under the Contract. No person having any such interest shall be employed or participate in any decision relative to the Contract. 10.2 To the extent prohibited by Federal or State law now in effect and as amended from time to time, no part of the Contract shall be used to pay the salary or expenses of any person or any organization acting for Contractor to engage in any activity designed to influence legislation or appropriations pending before the Congress, or legislation or appropriations pending before the State General Assembly. 10.3 Contractor acknowledges that even the appearance of a conflict of interest is harmful to the interests of the Council and the State of Colorado. Contractor agrees to refrain from any practices, activities or relationships which could reasonably give the. appearance of a conflict of interest. In the event that Contractor is uncertain whether the appearance of a conflict of interest may reasonably exist, Contractor shall submit to the Council a full disclosure statement setting forth the relevant details for the Council's consideration and direction. Failure to promptly submit a disclosure statement or to follow the Council's direction in regard to the apparent conflict shall be grounds for termination of the Contract. 11.0 REIMBURSEMENT METHOD Contractor shall submit a monthly services performance report and reimbursement NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 request in a form prescribed by the Council. Such report and request shall be filed on or before the fifteenth (15) day of the month following the month in which services are provided, throughout the term of the Contract. If the fifteenth day of the month falls on a holiday or weekend, then submissions shall be due the business day prior to the fifteenth (15) day of the month. Failure to timely submit the monthly report and reimbursement request will delay processing of payments until the next calendar month. Failure to submit the final month's report and reimbursement request by July 15 of the then - current fiscal year of the Contract term will result in non - payment of services such late -filed final reimbursement' request. Contractor is responsible for the timely filing, completeness, and accuracy of all service performance reports and reimbursement requests. All payments are subject to verification by Council. 12.0 SERVICE AND SERVICE ELIGIBILITY 12.1 Eligibility Assessments Contractor will conduct an assessment of individual's eligibility prior to the delivery of any registered services, as defined in 45 CFR 1321.3, using the standardized assessment form provided by the Council, and re- assessments will be conducted thereafter as required for any registered service continuing after six months. Contractor may not alter the standardized assessment form provided by the Council; however, Contractor may attach as separate sheet(s) an addendum to the assessment to meet any additional program /service specific needs. Any addendum must be approved in advance by the Council. Eligibility requirements for services provided under the Contract shall be only that the individual receiving service is age 60 or above, unless other eligibility requirements exist within Rule Manual Volume 10 or SUA Policy and Procedure for the contracted service. 12.2 Evaluation Contractor shall implement a quality improvement process, which includes, at a minimum, monitoring of service quality and consumer satisfaction. Methods of receiving consumer input on the quality of services shall be established, documented, and utilized by Contractor on a regular basis throughout the term of the Contract. Examples include site councils; projects councils, consumer forums, consumer satisfaction surveys, telephone interviews, and visits. Contractor shall upon the Council's request provide information regarding Contractor's compliance with the requirements of this Section. 12.3 On -Site Assessment Contractor acknowledges receipt of the on -site assessment requirements from Council and shall comply with the on -site assessment requirements. 12.4 Policy Changes From time to time during the term of the Contract, Council and /or the State Unit on Aging may adopt policies and procedures that relate to services provided under the Contract. Upon notice of such adopted policies or procedures, Contractor shall incorporate any such policies and procedures into their practices and comply with the provisions thereof. NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 13.0 RECORDS, AUDITS AND ASSESSMENTS 13.1 Records Contractor agrees to maintain all records pertinent to the Contract during the Term of the Contract and to retain all records pertinent to the Contract for a period of three years after final payment hereunder. In the event that activities or costs are questioned by audit, records shall be retained until all questioned items are resolved. Contractor shall maintain confidentiality of information relating to specific consumers by ensuring that: such information is gathered only with the informed consent of the consumer; such information is used only for the purposes gathered; and adequate security of records is maintained to prevent unauthorized use. Contractor shall maintain the confidentiality of protected health information as required by law, including the consumer's individually identifiable health information. 13.2 Accounting Records Contractor agrees to maintain all records that identify the source and application of funds for Contract activities, for a period of three years after final payment hereunder. In the event that activities or costs are questioned by audit, records shall be retained until all questioned items are resolved. These records shall comply with the requirements of the Older Americans Act, Colorado Revised Statutes, Rule Manual Volume 10, and the SUA Policy and Procedure Manual now in effect and as amended from time to time. 13.3 Contractor Audits Contractor shall ensure that an annual independent audit is conducted of Contractor's financial records in accordance with the requirements of OMB Circular A -133. Contractor shall, upon request, make a copy of the audit available for review by the Council and /or State Unit on Aging. All activities and costs charged under the Contract shall be in accordance with the provisions of the Older Americans Act, Colorado Revised Statutes, Rule Manual Volume 10, and the SUA Policy and Procedure Manual now in effect and as amended from time to time, including but not limited to compliance with cost principles set forth in OMB Circulars A -87, A -133 and /or other Circulars as applicable. Should an audit or other financial review disallow any reimbursed costs, the disallowed funds shall be returned to the Council or, in the Council's discretion and to the extent permitted by Federal and State law and regulations, offset against current or future payments to Contractor. Failure to fulfill these audit obligations is a breach of the Contract and will subject Contractor to all remedies available herein and at law, including all funds being due and payable back to the Council. 13.4 Audits and Inspections During the Contract period, the retention period, and as long thereafter as the records are maintained, at any time during normal business hours Contractor shall make available to the Council, U.S. Department of Health and Human Services, the State, and the Comptroller General of the United States, or their authorized representatives, any books, documents, papers or other records of Contractor with respect to all matters covered by the Contract in order to make audit, examination, excerpts, and transcripts. Contractor acknowledges that disclosure of protected health information to Council, U.S. Department of Health and Human NwCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 10 Services, the State, and the Comptroller General of the United States, or their authorized representatives, is permitted pursuant to Federal law. Failure to make records available for inspection within seventy -two (72) hours of notice shall be deemed a violation of the Contract. Any deficiencies noted in audit reports must be fully cleared by Contractor within thirty (30) days after receipt of notice by Contractor. 13.5 Additional Plans and Procedures Required Contractor shall develop and maintain a Targeting Plan, Emergency Response Plan (as required by State Unit on Aging Policy Directives), -and confidentiality policies and procedures. These shall be maintained by Contractor and made available to the Council, State Unit on Aging and /or their authorized representatives upon request. 13.6 Monitoring and Reporting Program Performance The activities of Contractor in providing the services set forth under the Contract shall be monitored by the Council in accordance with the applicable provisions of 45 CFR Part 74 and 45 CFR Part 92, other applicable Federal regulations, and the Contract. The Council will monitor all activities of Contractor to assure that the services being performed are consistent with the Contract and applicable Federal regulations. Contractor acknowledges that disclosure of protected health information to Council is permitted pursuant to Federal law. 13.6.1 The Council is accountable to the State for appropriately using funds in the delivery of services to individuals age 60 or above and other eligible individuals, and for complying with applicable state and federal laws, policies, audit requirements, contract requirements and State directives. The State is authorized by statute to monitor the Council's use and management of these funds; to oversee its governance of the human services programs in the Council's assigned planning and service area; and to review the Council's compliance with law, policies, audit requirements, contract requirements, and State policy. 13.7 Reporting Provided by Contractor The Federal Administration on Aging requires certain Older Americans Act data to be reported in the National Aging Program Information System ( NAPIS) or in the National Ombudsman Reporting System (NORS). To assist in the data collection for NAPIS and NORS, the State requires use of software known as Senior Assistance Management System (SAMS) or OmbudsManager to collect data on services. Contractor must complete training on SAMS or OmbudsManager for any personnel who will be accessing the software or performing the data entry service. Training is available each year. 13.7.1 Performance Reports Contractor shall submit to the Council monthly client and service delivery data, on or before the fifteenth (15) day of the month following the month in which services are provided, throughout the term of the Contract. The performance reports shall be in a form prescribed by the Council, containing information required by the Council and in accordance with guidelines issued by the State of Colorado, the Federal Administration on Aging and NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 11 OmbudsManager. Older Coloradans Act State Funding for Senior Services performance data shall be reported separately from Older Americans Act performance data. The Council may withhold Contract payments if Contractor fails to meet these reporting requirements. 13.7.2 Financial Reports Contractor shall submit to the Council a monthly fiscal report, on or before the fifteenth (15) day of the month following the month in which services are provided, throughout the term of the Contract. The fiscal reports shall be in a form prescribed by the Council, containing information required by the Council and in accordance with guidelines issued by the State of Colorado and the Federal Administration on Aging. Older Coloradans Act State Funding for Senior Services expenditures shall be reported separately from Older Americans Act fund expenditures. The Council may withhold Contract payments should Contractor fail to meet these reporting requirements. 13.7.3 Other Reports Contractor agrees to submit other reports to Council as requested by the State or Administration on Aging. 13.8 Performance and Cost AnalVsis Contractor shall prepare and submit to the Council no later than May 15 of the then current calendar year, an evaluation of the costs /benefits, quality, accessibility, utilization, priority, targeting, and overall effectiveness of programs, services, and activities which Contractor provides under the Contract. 14.0 INDEMNIFICATION AND INSURANCE 14.1 Indemnification To the extent allowable by law, Contractor agrees to indemnify and hold harmless the Council, its officers, employees, and insurers, from and against all liability, claims, and demands on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever which arise out of or are in any manner connected with the Contract, if such injury, loss, or damage is caused in whole or in part by, or is claimed to be caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, or other fault of Contractor or any subcontractor of Contractor or any officer, employee, representative, or agent of Contractor or any subcontractor of Contractor, or which arise out of any workers' compensation claim of any employee of Contractor or of any employee of any subcontractor of Contractor. Contractor agrees to investigate, handle, respond to, and to provide defense for and defend against, any such liability, claims, or demands at the sole expense of Contractor. Contractor also agrees to bear all other costs and expenses related thereto, including court costs and attorney fees, whether or not any such liability, claims, or demands alleged are groundless, false, or fraudulent. NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 12 No term or condition of the Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions for the parties, of the Colorado Governmental Immunity Act, C.R.S. § 24 -10- 101 et seq. or the Federal Tort Claims Act, 28 U.S.C. § 2671 et seq. now in effect and as amended from time to time. Contractor, by execution of the Contract containing this indemnification clause, is relying upon and does not waive the operation of any law concerning Contractor's ability to indemnify. 14.1.1 Limitation of Funds Notwithstanding any provision contained in the Contract, Contractor does not by its performance under the Contract irrevocably pledge present cash reserves for payments in future fiscal years, and the Contract is not intended to create a multiple - fiscal -year debt on the part of Contractor. Contractor acknowledges that reimbursements under the Contract are contingent upon the provision of local match as required. 14.2 Insurance Contractor agrees to procure and maintain in force during the term of the Contract the following minimum coverage sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to subsection 14.1 of this Section, and to require the same of each subcontractor engaged by Contractor in connection with the work to be performed for the Council under the Contract. Such insurance shall be in addition to any other insurance requirements imposed by the Contract or by law. Contractor shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to subsection 14.1 of this Section by reason of its failure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in sufficient amounts, durations, or types. Such coverage shall be procured and maintained with forms and insurers acceptable to the Council. All coverage shall be continuously maintained through the term of the Contract. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage for a period of three (3) years beyond the expiration of the Contract. Evidence of qualified self- insured status may be substituted for the insurance requirements listed below. 14.2.1 Workers' Compensation Workers' Compensation insurance to cover obligations imposed by applicable laws for any employee engaged in the performance of work under this agreement, and Employers' Liability insurance with minimum limits of one hundred thousand dollars ($100,000) each accident, five hundred thousand dollars ($500,000) disease policy limit, and one hundred thousand dollars ($100,000) disease -each employee. A waiver of subrogation in favor of the Council shall be provided. 14.2.2 General Liability, General Liability insurance with minimum combined single limits of one million dollars ($1,000,000) each occurrence and one million dollars ($1,000,000) aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal and advertising NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 13 injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations and shall provide for defense of sexual abuse and molestation claims for innocent insureds. The policy shall contain a severability of interests provision. 14.2.3 Comprehensive Automobile Liability Comprehensive Automobile Liability insurance with minimum combined single limits for bodily injury and property damage of not less than one million dollars ($1,000,000) each occurrence and one million dollars ($1,000,000) aggregate with respect to each of Contractor's owned, hired, or non -owned vehicles assigned to or used in performance of the services. 14.2.4 The policy required by paragraph 14.2.2 above and by paragraph 14.2.3 above shall be endorsed to include the Council and the Council's officers and employees as additional insureds. Every policy required above shall be primary insurance and any insurance carried by the Council, its officers, or its employees shall be excess and not contributory insurance to that provided by Contractor. No additional insured endorsement to the policy required by paragraph 14.2.1 shall contain any exclusion for bodily injury or property damage arising from completed operations. Contractor shall be solely responsible for any deductible losses under any policy required above. 14.2.5 A certificate of insurance evidencing coverage and naming the Council, its officers, and its employees as additional insureds on the general liability policy shall be completed by Contractor's insurance agent as evidence that policies providing the required coverage, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the Council prior to commencement of the Contract. In the case of qualified self- insurance status, the Council may require satisfactory evidence of sufficient funding for such purposes. The certificate shall identify the Contract and shall provide that coverage afforded under the policies shall not be cancelled, terminated or materially changed until at least thirty (30) days prior written notice has been given to the Council. The completed certificate and /or evidence of qualified self - insured status must be mailed or delivered with the signed Contract to: via Mail Northwest Colorado Council of Governments PO Box 2308 Silverthorne, Colorado 80498 via Hand - Delivery Northwest Colorado Council of Governments 249 Warren Avenue, Suite 101 Silverthorne, Colorado 14.2.6 Failure on the part of Contractor to procure or maintain policies providing the required coverage, conditions, and minimum limits shall constitute a material breach of the Contract upon which the Council may immediately terminate the NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 14 Contract, or at its discretion, the Council may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the Council shall be repaid by Contractor to the Council upon demand, or the Council may offset the cost of the premiums against any monies due to Contractor from the Council. 14.2.7 The parties hereto understand and agree that the Council is relying on, and does not waive or intend to waive by any provision of this agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24 -10 -101 et. seq., C.R.S., now in effect and as amended from time to time, or otherwise available to the Council, its officers, or its employees. 14.2.8 Notwithstanding the above provisions, if Contractor is a governmental entity, Contractor may elect to self - insure for any of the coverage areas required by subsections 14.2.1, 14.2.2, and 14.2.3. In such case, Contractor shall maintain a claims fund that is available solely to pay claims against Contractor that are proven or otherwise settled by Contractor in its sole discretion. Such claims fund is intended and available for only those purposes, and is not available or allocated to fund a commitment or obligation, if any, or to defend or indemnify any party. Payments out of such funds may require approval by Contractor's governing body. It is understood and agreed that a commitment by Contractor to self - insure by the creation of said claims fund does not commit Contractor to otherwise appropriate funds to fund self- insurance for the Contract or for any other commitment of Contractor, and it is further understood and agreed that Contractor has not appropriated funds for such purpose. In case of such election to self- insure, Contractor shall itself provide the Council with written confirmation of Contractor's self- insured status and the existence of said claims fund. 15.0 EQUIPMENT SUPPLIES AND SERVICES 15.1 All procurement transactions for supplies, equipment and services shall be conducted in a manner to provide, to the maximum extent practicable, open and free competition as provided under 45 CFR, Part 74 now in effect and as amended from time to time, and shall comply with the provisions of 45 CFR, Part 74. Contractor agrees to secure written approval from the Council prior to the following transactions: 15. 1.1 The purchase of equipment made by Contractor with funds under Older Americans Act or Older Coloradans Act. 15.1.2 The transfer, sale, or disposal of any equipment or supplies purchased all or in part with funds under the Older Americans Act or Older Coloradans Act. NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 15 16.0 SUSPENSION OR TERMINATION OF CONTRACT 16.1 Termination of Contract for Cause If, through any cause, Contractor shall fail to fulfill in a timely and proper manner Contractor obligations under the Contract, or if Contractor shall violate any of the covenants, agreements, or stipulations of the Contract, the Council shall thereupon have the right to terminate the Contract by giving written notice to Contractor. Notice of termination shall include the reasons for such termination and the effective date of termination and shall be mailed by Certified Mail, return receipt requested, at least thirty (30) calendar days prior to the effective date of termination unless a shorter time is set forth herein for any failure to fulfill Contractor's obligations. 16.2 Mutual Termination The parties may choose to terminate the Contract upon mutual consent with a notice of intent to terminate that includes the effective date and procedure for termination of the Contract. Termination of the Contract shall be mailed by Certified Mail, return receipt requested, a minimum of thirty (30) calendar days prior to the requested effective date of termination or the Contract's renewal term date. 16.3 Termination By Contractor Contractor may terminate the Contract by written notice to the Council setting forth the reasons and specifying the effective date for termination of the Contract. The date of termination of the Contract shall be at least thirty (30) calendar.days after the date of written notice to the Council. Contractor shall mail the written notice of termination to the Council by Certified Mail, return receipt requested. Reasons for termination may include circumstances beyond the control of Contractor. If Contractor terminates a portion of the Contract, the Council, at its option or if it determines the remaining portion would not accomplish the purposes of the Contract, may terminate the Contract in its entirety 16.4 Proiect Material In the event of termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other material prepared by Contractor under the Contract shall, at the option of the Council, become the Council's property, and Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. 16.5 Liability Notwithstanding the above, Contractor shall not be relieved of liability to the Council for damages sustained by the Council by virtue of any breach of the Contract by Contractor, and the Council may withhold any payments to Contractor for the purpose of setoff until such time as the exact amount of damages due the Council from Contractor is determined. 16.6 Remedies Where Contractor violates or breaches terms of the Contract, the Council, at its discretion, may terminate the Contract subject to the provisions hereinabove stated and, in addition, may institute such administrative, contractual, or legal remedies available to the Council as may be appropriate. In addition to the NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 16 corrective actions set forth in subsection 16.7, Council may take one or more of the following actions, as appropriate in the circumstance: (i) Temporarily withhold payments pending correction of deficiency by Contractor. (ii) Disallow all or part of the. cost of the activity or action not in compliance. (iii) Wholly or partly suspend or terminate the Contract, including suspending the Contract and services provided under the Contract pending any audit or other investigation. (iv) Withhold further Contracts with Contractor. (v) Take any other remedies that may be legally available. 16.7 Corrective Action In the event the Council finds that Contractor is failing to conform to the terms and conditions of the Contract, the Council in its sole discretion, and in addition to any other remedies it may have, may require that the Contractor prepare and comply with a corrective action plan by a specific date, and suspend further payments pending satisfactory compliance by Contractor. Upon issuance of notice to Contractor and without necessity of an option letter or contract amendment, the Council shall have the right to retain other contractors and reallocate funds remaining under the Contract in the event of termination, or failure of Contractor to provide the service units listed in Exhibit A in accordance with the Contract or a corrective action plan. Nothing in this subsection shall require that the Council accept a corrective action plan in lieu of exercising its rights to terminate the Contract. 17.0 Assignability Contractor shall not assign any interest in the Contract, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the Council thereto; provided, however, that clairns for money due or to become due to Contractor from the Council under the Contract may be assigned to a bank or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished to the Council. 18.0 NOTICES All notices and other communications shall be mailed or delivered to the parties as follows: For the Council: Alpine Area Agency on Aging via Mail: Northwest Colorado Council of Governments PO Box 2308 Silverthorne, Colorado 80498 NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 17 via Hand - Delivery Northwest Colorado Council of Governments 249 Warren Avenue, Suite 101 Silverthorne, Colorado For Contractor: Eagle County Health and Human Services via Mail: PO Box 660 Eagle, Colorado 81631 via Hand - Delivery 551 Broadway Eagle, Colorado 81631 NOW THEREFORE, with regard to the Contract the Council shall: a. Monitor and evaluate program performance; b. Perform program on -site evaluations, as required; G. Disburse funds in a timely manner, as available; d. Provide training, technical assistance, and services- related training to Contractor, as available; e. Be accountable for the dissemination and implementation of required policies and procedures to Contractor and applicable subcontracted service providers within sixty (60) days or within the timeframe as directed by the State Unit on Aging; and f. Work cooperatively with Contractor to ensure that Older Americans Act funds and Older Coloradans Act State Funding for Senior Services are used appropriately. By signing this agreement, Contractor represents that its organization and its principals are not suspended or debarred per Federal requirements. IN WITNESS WHEREOF, the parties hereto have executed the Contract on the 11 day of July , 2011. NORTHWEST COLORADO COUNCIL OF GOVERNMENTS ALPINE AREA AGENCY ON AGING [Federal ID No. 84- 06399061 Authorized Signature Title Date NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 18 CONTRACTOT EAGLE COU HEALTH AND Authorized Signa tre T HUMAN SERVICES Date NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 19 EXHIBIT A SCOPE OF SERVICES Contract Number 2012- SFY- EagleCo Contractor shall do, perform, and carry out, in a satisfactory and proper manner, as determined by the Council, the services described below. A.1 Service Provision Case Management, Congregate Meals, Home Delivered Meals, and Transportation. A.2 Geographic Area Eagle County. A.3 Services Contractor shall provide the services described herein at the unit cost for service specified in the Contract: Service Delivery Objectives and Cost Projections. Prior written approval from the Council is required if the number of units of service and /or unduplicated 60+ primary residents listed in this section is more than ten percent (10 %) lower than listed. This provision shall not alter the maximum funding set forth in the Contract. CONT CTO By: Authorized Sgn ture Date NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 20 EXHIBIT B COMPLIANCE WITH THE LAW Contract Number 2012- SFY- EagleCo The Council, Contractor, and its agent(s) shall at all times during the contract period be bound by and strictly adhere to the applicable Federal and State laws, rules, and regulations, now in effect and as amended from time to time, including but not limited to: a. Federal Older Americans Act; http:/ /www.aoa, gov /AoARooVAoA_Programs /0, A index.aspx b. Code of Federal Regulation (CFR), Title 45 Public Welfare; http / /wwA access,gov_ /cfr /retrieve. htm I C. Matching principles contained in Subpart C of 45 Code of Federal Regulation (CFR) Part 74 or 45 CFR Part 92; http _/ /www ;gpoaccess —gov /cfr /retriev_e.htm I d. Older Coloradans Act, Colorado Revised Statute 26 -11 -100.1 et seq.; http_: / /wwwstatee (us /qov didir/leg dir /oils „ /colorado revied s statutes.htm e. Colorado Revised Statutes Title 25 Health and Title 26 Human Services Code MOP www,state co.us /qov dir /lep dir /oils /colorado revised_statutes , htm f. Colorado Department of Human Services Staff Manual Volume 0 "Services for the Aging” 12 CCR 2510 -1; www.colorado.,gp g. Administration on Aging Fiscal Guide Older Americans Act Titles III and VII; h. Colorado Legal Assistance Policy and Procedures Manual; www.colorado_,gov/CD HS I. Colorado Long Term Care Ombudsman Program Policy and Procedures Manual; www. colorado.goy /C D HS j. Colorado Long -Term Care Ombudsman Act, Colorado Revised Statute 26 -11.5 et seq; http: / /www state_.co us /goy_dir /leg_dir /ells /colorado rev ised_statutes , htm k. Colorado Retail Food Establishment Rules and Regulations; http: / /wwA.cdphe_state.co. us /regulations/ I. Dietary Guidelines for Americans; http_ / / www cnpp.usda gpy/_d etaryquidelines.htm M. Dietary Reference Intakes (DRIs); http: //fnc nai usda gov /nal_display /index php ?info_ center= 4 &tax_leyel =2 &tax_sublect =2 56 &topic_id =1342 n. State Unit on Aging Policy and Procedures Manual; and www.cok r 9 do- . o. State Unit on Aging Policy Directives (f /k/a ASU Memorandums). www.colorado.gov/CD HS NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 21 EXHIBIT C ASSURANCE OF COMPLIANCE WITH THE DEPARTMENT OF HEALTH AND HUMAN SERVICES REGULATION UNDER TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 AND SECTION 504 OF THE REHABILITATION ACT OF 1973 Contract Number 2012- SFY- EagleCo Contractor HEREBY AGREES to comply with Title VI of the Civil Rights Act of 1964 (P.L. 88- 352) and all requirements imposed by or pursuant to Regulations of the U.S. Department of Health and Human Services (HHS) (45 CFR Part 80) issued pursuant to that title, and to comply with Section 504 of the Rehabilitation Act of 1973 (P.L. 93 -112) and all requirements imposed by or pursuant to the Regulations of the HHS (45 CFR Part 84) issued pursuant to the Act, all as from time to time amended, to the end that, in accordance with Title VI, the Act and Regulations, no person in the United States shall, on the grounds of race, color, national origin, or non - qualified handicap, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity for which Contractor receives Federal financial assistance from the Council, a recipient of Federal financial assistance from HHS; and HEREBY GIVES ASSURANCE THAT it will immediately take any measures necessary to effectuate this agreement. If any real property or structure thereon is provided or improved with the aid of Federal financial assistance extended to Contractor by the Council, this assurance shall obligate Contractor, or in the case of any transfer of such property, any transferee, for the period during which the real property or structure is used for a purpose for which the Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is so provided, this assurance shall obligate Contractor for the period during which it retains ownership or possession of the property. In all other cases, this assurance shall obligate Contractor for the period during which the Federal financial assistance is extended to it by the Council. THIS ASSURANCE is given in consideration of and for the purpose of obtaining any and all Federal grants, loans, contracts, property, discounts or other Federal financial assistance extended after the date hereof to Contractor by the Council, including installment payments after such date on account of applications for Federal financial assistance which were approved before such date. Contractor recognizes and agrees that such Federal financial assistance will be extended in reliance on the representations and agreements made in this assurance, and that the Council or the United States or both shall have the right to seek judicial enforcement of this assurance. This assurance is binding on Contractor, its successors, transferees, and assignees. CONTRA TOR. By: l Authorized 'gna re Date NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 22 EXHIBIT D HIPAA BUSINESS ASSOCIATE AGENT'S ADDENDUM Contract Number 2012- SFY- EagleCo This Business Associate's Agent Addendum ( "Addendum)" is part of the Contract between Northwest Colorado Council of Governments Alpine Area Agency on Aging and Contractor. For purposes of this Addendum, the State of Colorado is referred to as "Covered Entity" or "CE ", the Northwest Colorado Council of Governments Alpine Area Agency on Aging, as a Business Associate to the CE, is referred to as "Associate ", and Contractor is referred to as "Associate's Agent ". Unless the context clearly requires a distinction between the Purchases of Services Contract document and this Addendum, all references herein to "the Contract" include this Addendum. RECITALS A. CE wishes to disclose certain information to Associate and Associate's Agent pursuant to the terms of the Contract, some of which may constitute Protected Health Information ( "PHI ") (defined below). B. CE, Associate and Associate's Agent intend to protect the privacy and provide for the security of PHI disclosed to Associate's Agent pursuant to the Contract in compliance with the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. § 1320d — 1320d -8 ( "HIPAA ") and its implementing regulations promulgated by 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. The Associate's contract with the CE requires the Associate to enter into an agreement containing specific requirements with Associate's Agent 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: 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, now in effect and as amended from time to time ( "Privacy Rule ") . In the event of any conflict between the mandatory provisions of the Privacy Rule and the provisions of the Contract, the Privacy Rule shall control. Where the provisions of the Contract differ from those mandated by the Privacy Rule, but are nonetheless permitted by the Privacy Rule, the provisions of the 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 NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 23 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 Associate's Agent or created or received by Associate or Associate's Agent on CE's behalf. To the extent Associate and Associate's Agent is a covered entity under HIPAA and creates or obtains its own PHI for treatment, payment, and health care operations, Protected Information under the Contract does not include any PHI created or obtained by Associate or Associate's Agent as a covered entity and Associate and Associate's Agent shall follow its own policies and procedures for accounting, access, and amendment of Associate's or Associate's Agent's PHI. 2. Obligations of Associate's Agent a. Permitted Uses. Associate's Agent shall not use Protected Information except for the purpose of performing Associate's Agent's obligations under the Contract and as permitted under this Addendum. Further, Associate's Agent shall not use Protected Information in any manner that would constitute a violation of the Privacy Rule if so used by Associate's Agent, except that Associate's Agent may use Protected Information: (i) for the proper management and administration of Associate's Agent; (ii) to carry out the legal responsibilities of Associate's Agent; or (iii) for Data Aggregation purposes for the Health Care Operations of CE. b. Permitted Disclosures. Associate's Agent shall not disclose Protected Information in any manner that would constitute a violation of the Privacy Rule if disclosed by CE, except that Associate's Agent may disclose Protected Information: (i) in a manner permitted pursuant to the Contract; (ii) for the proper management and administration of Associate's Agent; (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 164.5020)(1). To the extent that Associate's Agent discloses Protected Information to a third party, Associate's Agent 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 party to notify Associate's Agent within two business days of any breaches of confidentiality of the Protected Information, to the extent it has obtained knowledge of such breach. C. Appropriate Safeguards. Associate's Agent shall implement appropriate safeguards as are necessary to prevent the use or disclosure of Protected Information other than as permitted by the Contract. Associate's Agent 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 Agent's operations and the nature and scope of its activities. d. Reporting of Improper Use or Disclosure Associate's Agent shall report to Associate in writing any use or disclosure of Protected Information other than as provided for by the Contract within five (5) business days of becoming aware of such use or disclosure. NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 24 e. Third -Party Beneficiaries. The CE and Associate are identified as third party beneficiaries with rights of enforcement and indemnification from such subcontractors or agents in the.event of any violation of such Associate's Agent's agreement. Associate shall implement and maintain sanctions against Associate's Agent that violates such restrictions and conditions and shall mitigate the effects of any such violation. f. Access to Protected Information Associate's Agent shall make Protected Information maintained by Associate's Agent 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's Agent 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's Agent, Associate's Agent 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's Agent shall be the responsibility of CE. h. Accounting Rights. Within ten (10) business days of notice by CE of a request for an accounting of disclosures of Protected Information, Associate's Agent 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's Agent 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's Agent agrees to implement a process that allows for an accounting to be collected and maintained by Associate's Agent 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; NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 25 (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's Agent, Associate's Agent 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's Agent shall not disclose any Protected Information except as set forth in Section 2(b) of this Addendum. i. Governmental Access to Records. Associate's Agent 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's Agent shall provide to CE a copy.of any Protected Information that Associate's Agent provides to the Secretary concurrently with providing such Protected Information to the Secretary. j. Minimum Necessary Associate's Agent 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's Agent acknowledges that Associate's Agent has no ownership rights with respect to the Protected Information. I. Retention of Protected Information Except upon termination of the Contract as provided in Section 4(d) of this Addendum, Associate's Agent shall retain all Protected Information throughout the term of the 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 Agent's Insurance Associate's Agent 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 the Contract, Associate's Agent shall notify Agent within twenty -four hours of any suspected or actual breach of security, intrusion or unauthorized use or disclosure of PHI and /or any actual or suspected use or disclosure of data in violation of any applicable federal or state laws or regulations. Associate's Agent 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's Agent shall allow CE to conduct a reasonable inspection of the NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 26 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's Agent has complied with this Addendum; provided, however, that: (i) Associate's Agent 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's Agent 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's Agent. The fact that CE inspects, or fails to inspect, or has the right to inspect Associate's Agent's facilities, systems, books, records, agreements, policies and procedures does not relieve Associate's Agent of its responsibility to comply with this Addendum, nor does CE's failure to'detect, or detection but failure to notify Associate's Agent or require Associate's Agent'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's Agent shall be responsible for using appropriate safeguards to maintain and ensure the confidentiality, privacy and security of Protected Information transmitted to CE or Associate pursuant to the Contract, in accordance with the standards and requirements of the Privacy Rule, until such Protected. Information is received by CE or Associate. 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's Agent will restrict the use or disclosure of an individual's Protected Information, provided Associate's Agent has agreed to such a restriction. Associate's Agent 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's Agent 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's Agent. 3. Obligations of Covered Entity (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's Agent pursuant to the Contract, in accordance with the standards and requirements of the Privacy Rule, until such PHI is received by Associate's Agent. b. Notice of Changes CE shall provide Associate's Agent with a copy of its notice of privacy practices produced in accordance with 45 C.F.R. Section 164.520, as well as any subsequent changes or limitation(s) to such notice, to the extent such changes or limitations may effect Associate's Agent's use or disclosure of Protected Information. CE shall provide Associate's Agent with any changes in, or revocation of, permission to use or disclose Protected Information, to the extent it may affect Associate's Agent's permitted or required uses or disclosures. To the extent that it may affect Associate's Agent permitted use or disclosure of PHI, CE shall notify Associate's Agent of any restriction on the use or disclosure of Protected NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 27 Information that CE has agreed to in accordance with 45 C.F.R. Section 164.522. CE may effectuate any and all such notices of non - private information via posting on CE's web site. Associate's Agent 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's Agent of any provision of this Addendum, as determined by Associate or CE, shall constitute a material breach of the Contract and shall provide grounds for immediate termination of the Contract by Associate or CE pursuant to the provisions of the Contract covering termination for cause, if any. b. Reasonable Steps to Cure Breach. If Associate or CE knows of a pattern of activity or practice of Associate's Agent that constitutes a material breach or violation of the Associate's Agent's obligations under the provisions of this Addendum or another arrangement and does not terminate the Contract pursuant to Section 4(a), then Associate or CE shall take reasonable steps to cure such breach or end such violation, as applicable. If Associate's or CE's efforts to cure such breach or end such violation are unsuccessful, Associate or CE shall either (i) terminate the Contract, if feasible or (ii) if termination of the Contract is not feasible, CE shall report Associate's Agent's breach or violation to the Secretary of the U.S. 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 HIPAA, the HIPAA Regulations or other security or privacy laws or (ii) a finding or stipulation that the other party has violated any standard or requirement of HIPAA, the HIPAA Regulations or other security or privacy laws is made in any administrative or civil proceeding in which the party has been joined. Effect of Termination (1) Except as provided in paragraph (2) of this subsection (d.), upon termination of the Contract, for any reason, Associate's Agent shall return or destroy all Protected Information that Associate's Agent still maintains in any form, and shall retain no copies of such Protected Information. If Associate's Agent elects to destroy the PHI, Associate's Agent shall certify in writing to CE that such PHI has been destroyed. (2) If Associate's Agent believes that returning or destroying the Protected Information is not feasible, Associate's Agent shall promptly provide CE notice of the conditions making return or destruction infeasible. Upon mutual agreement of CE and Associate's Agent that return or destruction of Protected Information is infeasible, Associate's Agent 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. 5. Iniunctive Relief CE shall have the right to injunctive and other equitable and legal relief against Associate's Agent or any of its subcontractors or agents in the event of any use or NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 28 disclosure of Protected Information in violation of the Contract or applicable law. 6. No Waiver of Immunity No term or condition of the 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 Agent'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's Agent with the Contract, HIPAA or the HIPAA Regulations will be adequate or satisfactory for Associate's Agent's own purposes. Associate's Agent is solely responsible for all decisions made by Associate's Agent 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 Agent'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 Agent's security safeguards comply with HIPAA, the HIPAA Regulations, 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 HIPAA, the Privacy Rule, the Final HIPAA Security regulations at 68 Fed. Reg. 8334 (Feb2O, 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 and Associate must receive satisfactory written assurance from Associate's Agent that Associate's Agent 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. Associate or CE may terminate the Contract upon thirty (30) days written notice in the event (i) Associate's Agent does not promptly enter into negotiations to amend the Contract when requested by CE pursuant to this Section or (ii) Associate's Agent does not enter into an amendment to the 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. NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 29 11. Assistance in Litigation or Administrative Proceedings Associate's Agent shall make itself available to CE and Associate , at no cost to CE or Associate, up to a maximum of thirty (30) hours to testify as witnesses, or otherwise in the event of litigation or administrative proceedings being commenced against Associate, 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's Agent is a named adverse party. 12. No Third Party. Beneficiaries Nothing express or implied in the Contract is intended to confer, nor shall anything herein confer, upon any person other than CE, Associate, Associate's Agent 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 the Contract shall be resolved in favor of a meaning that complies and is consistent with HIPAA and the Privacy Rule. The 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 Agent's obligations under Section 4(d) ( "Effect of Termination ") and Section 12 ( "No Third Party Beneficiaries ") shall survive termination of the Contract and shall be enforceable by Associate or CE as provided herein in the event of such failure to perform or comply by the Associate's Agent. 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 the 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 the 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. Business Associate Representative via Certified Mail Alpine Area Agency on Aging Northwest Colorado Council of Governments PO Box 2308 Silverthorne, Colorado 80498 via Hand - Delivery Northwest Colorado Council of Governments 249 Warren Avenue, Suite 101 Silverthorne, Colorado NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 30 For Contractor: Eagle County Health and Human Services via Certified Mail: PO Box 660 Eagle, Colorado 81631 via Hand - Delivery 551 Broadway Eagle, Colorado 81631 CONTRACTO By: d � Authorized Sign tur Date NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 31 EXHIBIT E E- VERIFY FEDERAL CONTRACTOR RULE EMPLOYMENT ELIGIBILITY VERIFICATION Contract Number 2012- SFY- EagleCo (a) Definitions. As used in this clause— Commercially available off -the -shelf (COTS) item — (1) Means any item of supply that is— (i) A commercial item (as defined in paragraph (1) of the definition at 2.101); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in section 3 of the Shipping Act of 1984 (46 U.S.C. App. 1702), such as agricultural products and petroleum products. Per 46 CFR 525.1(c)(2), "bulk cargo' means cargo that is loaded and carried in bulk onboard ship without mark or count, in a loose unpackaged form, having homogenous characteristics. Bulk cargo loaded into intermodal equipment, except LASH or Seabee barges, is subject to mark and count and, therefore, ceases to be bulk cargo. Employee assigned to the contract means an employee who was hired after November 6, 1986, who is directly performing work, in the United States, under a contract that is required to include the clause prescribed at 22.1803. An employee is not considered to be directly performing work under a contract if the employee — (1) Normally performs support work, such as indirect or overhead functions; and (2) Does not perform any substantial duties applicable to the contract. Subcontract means any contract, as defined in 2.101, entered into by a subcontractor to furnish supplies or services for performance of a prime contractor a subcontract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders. Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime Contractor or another subcontractor. United States, as defined in 8 U.S.C. 1101(a)(38), means the 50 States, the District of Columbia, Puerto Rico, Guam, and the U.S. Virgin Islands. (b) Enrollment and verification requirements. (1) If Contractor is not enrolled as a Federal Contractor in E- Verify at time of contract award, Contractor shall — (i) Enroll. Enroll as a Federal Contractor in the E- Verify program within 30 calendar days of contract award; NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 32 (ii) Verify all new employees. Within 90 calendar days of enrollment in the E- Verify program, begin to use E- Verify to initiate verification of employment eligibility of all new hires of Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); and (iii) Verify employees assigned to the contract. For each employee assigned to the contract, initiate verification within 90 calendar days after date of enrollment or within 30 calendar days of the employee's assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section). (2) If Contractor is enrolled as a Federal Contractor in E- Verify at time of contract award, Contractor shall use E- Verify to initiate verification of employment eligibility of— (i) All new employees. (A) Enrolled 90 calendar days or more. Contractor shall initiate verification of all new hires of Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or (B) Enrolled less than 90 calendar days. Within 90 calendar days after enrollment as a Federal Contractor in E- Verify, Contractor shall initiate verification of all new hires of Contractor, who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire (but see paragraph (b)(3) of this section); or (ii) Employees assigned to the contract. For each employee assigned to the contract, Contractor shall initiate verification within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever date is later (but see paragraph (b)(4) of this section). (3) If Contractor is an institution of higher education (as defined at 20 U.S.C. 1001(a)); a State or local government or the government of a Federally recognized Indian tribe; or a surety performing under a takeover agreement entered into with a Federal agency pursuant to a performance bond, Contractor may choose to verify only employees assigned to the contract, whether existing employees or new hires. Contractor shall follow the applicable verification requirements at (b)(1) or (b)(2), respectively, except that any requirement for verification of new employees applies only to new employees assigned to the contract. (4) Option to verify employment eligibility of all employees. Contractor may elect to verify all existing employees hired after November 6, 1986, rather than just those employees assigned to the contract. Contractor shall initiate verification for each existing employee working in the United States who was hired after November 6, 1986, within 180 calendar days of— (i) Enrollment in the E- Verify program; or (ii) Notification to E- Verify Operations of Contractor's decision to exercise this option, using the contact information provided in the E- Verify program Memorandum of Understanding (MOU). (5) Contractor shall comply, for the period of performance of the Contract, with the requirements of the E- Verify program MOU. NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 1093 (i) The Department of Homeland Security (DHS) or the Social Security Administration (SSA) may terminate Contractor's MOU and deny access to the E- Verify system in accordance with the terms of the MOU. In such case, Contractor will be referred to a suspension or debarment official. (ii) During the period between termination of the MOU and a decision by the suspension or debarment official whether to suspend or debar, Contractor is excused from its obligations under paragraph (b) of this clause. If the suspension or debarment official determines not to suspend or debar Contractor, then Contractor must reenroll in E- Verify. (c) Web site. Information on registration for and use of the E- Verify program can be obtained via the Internet at the Department of Homeland Security Web site: http:/ /wwny dhhs.gov /E- Verify_. (d) Individuals previously verified. Contractor is not required by this clause to perform additional employment verification using E- Verify for any employee— (1) Whose employment eligibility was previously verified by Contractor through the E- Verify program; (2) Who has been granted and holds an active U.S. Government security clearance for access to confidential, secret, or top secret information in accordance with the National Industrial Security Program Operating Manual; or (3) Who has undergone a completed background investigation and been issued credentials pursuant to Homeland Security Presidential Directive (HSPD) -12, Policy for a Common Identification Standard for Federal Employees and Contractors. (e) Subcontracts. Contractor shall include the requirements of this clause, including this paragraph (e) (appropriately modified for identification of the parties), in each subcontract that— (1) Is for —(i) Commercial or noncommercial services (except for commercial services that are part of the purchase of a COTS item (or an item that would be a COTS item, but for minor modifications), performed by the COTS provider, and are normally provided for that COTS item); or (ii) Construction; (2) Has a value of more than $3,000; and (3) Includes work performed in the United States CONTRACTOR: By: Authorized Signature Date NWCCOG ALPINE AREA AGENCY ON AGING PURCHASE OF SERVICES CONTRACT, PROGRAM OF THE OLDER AMERICANS ACT and /or PROGRAM OF THE OLDER COLORADANS ACT 06.30.11 34